2 02 02 02 02 02 02 02 02 02 02 02 02 02 02 02 02 02 02 02 022 02 0022 02 0 2 02 02 02 02 02 02 02 02 02 02 02 0222 022 0022 02 02 02222
AAAAAAAAAAAAAAAAAAAAAAA N NN NN NN NN NN NN NN NN NNNN NNNN NN NN NNNNN NN NN NNNN U AU AU AU AU AU AU AU AU AUU AAU AUU AUU AUU AU AUU AU AAU A LLLLLLLLLLLLLLLLL R ER ER ER EER ER ER ERR ER ER ER ER EER ER ER EEER ERRR E P OP OP OP OP OP OOP OP OP OP OP OP OP OP OP OP OP R TR TR TR TR TR TR TR TR TR TR TRR TR TR TR TR TRRR TR TTR
G L O B A L L O C A T I O N S
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VAUGHAN,
ONTARIO
EEEEEEEEEEEEEEEEEEEuuuuuuuuuuuuuuurrrrrrrrrrrrrrrrrrrroooooooooooooooooppppppppppppppppppppppeeeeeeeeeeeeeeee
DUBLIN,
IRELAND
GLOBAL HEADQUARTERS
MANNHEIM,
GERMANY
UUUUUUUUUUUUUUUUUUUUUUUUnnnnnnnnnnnnnnnnnnnnnnniiiiiiiiiiiiiiiitttttttttttttttttttttttteeeeeeeeeeeeeeeeeeeeeeeeeeedddddddddddddddddddddddddd SSSSSSSSSSSSSSSSSSSSSSSttttttttttttttttttttttaaaaaaaaaaaaaaaaaaaaatttttttttttttttttteeeeeeeeeeeeeeeeesssssssssssssssss
DEERFIELD,
ILL INOIS
U.S. HEADQUARTERS
CHICAGO,
ILL INOIS
SOUTH
SAN FRANCISCO,
CA LIFORNIA
WASHINGTON, D.C.
Disrupted by a global pandemic that strained the healthcare ecosystem
and brought much of society to a near standstill, 2020 was life-changing
in ways most didn’t know were possible.
But life continued. Thousands of people with rare and rheumatic diseases
still needed help. They needed support. They needed community. They
needed science, research, innovation and solutions. And so, for Horizon,
“life-changing” continued to mean what it always has: bettering lives and
bringing hope – even during the challenging days of COVID-19.
Despite even the most immovable of obstacles, the team remained
relentless and uncompromising in their commitment, resulting in
record growth for the company in the most challenging year of our
collective lifetimes.
Life. Changing. It’s what Horizon is and strives to be, no matter the
severity and scope of the obstacles. That’s one thing you can count on.
To Our
Shareholders
What an extraordinary year 2020 was for all of us – in our businesses, in science,
in our global communities and personally. In short, 2020 was life-changing.
At Horizon, we started off with one of the most significant milestones in our
company’s history – the FDA approval of TEPEZZA® (teprotumumab-trbw) for
the treatment of Thyroid Eye Disease (TED) in January.
Then life quickly changed as COVID-19 took over. There was
uncertainty, fear and confusion as the world was forced to
pivot. When we finally caught our breath, we realized our lives
were changing – but we didn’t need to change who we are,
who our company is and what we stand for.
THE HEALTH OF OUR EMPLOYEES
It started with our continued commitment to our employees.
As we focused on helping to make sure patients were able to get
their medicines, we quickly moved to a remote work environment
and we instituted a new short- and long-term COVID-19 leave
policy for medical professionals on our team who wished to
volunteer at local hospitals and healthcare facilities. For those
working while taking care of loved ones or taking on the extra
job of teaching their children, we added three company-wide
days off to help with recharging and created a parent community
on our company intranet to provide extra support. Even in a
challenging year, we did not lose sight of our greater Horizon
family, awarding 34 higher education scholarships to support
the dependents of Horizon employees.
Our employees showed remarkable dedication
and agility in driving record-breaking results
for Horizon and its shareholders.
We also elevated our position as a top workplace, bringing home
a record 13 recognitions for Horizon in 2020, including Fortune’s
Best Small and Medium Workplaces, Fortune’s Best Workplaces
for Millennials, Fortune’s Best Workplaces in Health Care and
Biopharma and People’s 50 Companies That Care. And while many
companies had to shut their doors or reduce the size of their
workforces, we were able to successfully welcome 330 new team
members to Horizon. In turn, our employees – embracing a call for
collaboration despite the challenges of the remote work environ-
ment – showed remarkable dedication and agility in driving
record-breaking results for Horizon and its shareholders while
delivering exceptional support to our patients, physicians and
customers.
H O R I Z O N 2 0 2 0 A N N U A L R E P O R T
THE HEALTH OF OUR BUSINESS
From a performance standpoint, 2020 net sales were a record
$2.2 billion, which represents year-over-year growth of 69
percent. Our 2020 adjusted EBITDA of $998.7 million, also a
record, represents year-over-year growth of 107 percent. We have
quickly evolved into a leading, high-growth, innovation-driven,
profitable biotech company that is significantly outperforming
the market.
Now one of the most successful rare disease medicine launches
in history, TEPEZZA finished the year with $820 million in net
sales and our estimated peak global annual net sales potential
for TEPEZZA is more than $3.5 billion. The amazing pre-launch
and launch efforts by the entire Horizon team drove strong
awareness and high demand, despite the impact of COVID-19
and the unexpected challenge of a supply disruption at the
end of the year due to U.S. government-mandated COVID-19
vaccine production. From its launch, TEPEZZA immediately
shifted the TED treatment paradigm, as success stories from
patients and physicians about the impact TEPEZZA had on their
lives poured in. The promise of TEPEZZA continues to be a
once-in-a-lifetime opportunity to change lives.
With this success comes the need for ongoing investment.
Last year, we doubled the size of the TEPEZZA commercial and
field-based organization and announced our intent to expand
both geographically and in supply capacity. Last summer, we also
launched Horizon’s first direct-to-consumer television advertise-
ments to educate undiagnosed patients suffering from the
symptoms of TED and help them find a specialist who treats TED.
Meanwhile, this January marked five years since we acquired
KRYSTEXXA® and it exemplifies the exceptionally strong execu-
tion by our robust, cross-functional commercial team, which has
increased net sales more than six-fold. Despite the challenges
COVID-19 presented, KRYSTEXXA finished the year with $405.9
million in full-year net sales and is on track to exceed $1 billion
dollars in peak U.S. annual net sales.
One of the strategies we’re employing to get to that $1 billion
peak is educating physicians about the use of KRYSTEXXA with
an immunomodulator, such as methotrexate. Various clinical
studies showed a roughly 80 percent or higher response rate
with KRYSTEXXA plus methotrexate, almost double the results
seen in the KRYSTEXXA Phase 3 program – results that are
generating considerable interest among physicians and are
driving significant adoption. We estimate the current use of
KRYSTEXXA plus immunomodulation is more than 35 percent
of new patient starts, a significant increase from approximately
15 percent at the end of 2019.
In our rare disease business, RAVICTI®, ACTIMMUNE® and
PROCYSBI® performed well and achieved important milestones,
collectively growing 11 percent versus 2019. RAVICTI continues
to see patient growth; we launched a new form of PROCSYBI, oral
granules in packets, after feedback from the patient community;
and ACTIMMUNE marked the 30th anniversary since its FDA
approval, remaining an important treatment option for those
living with chronic granulomatous disease. In our inflammation
segment, RAYOS® was seamlessly integrated into the portfolio
and despite the unprecedented circumstances of COVID-19, the
entire inflammation team found innovative ways to connect with
physicians and support patients.
The pandemic hit our patient, physician and caregiver communi-
ties hard, and we were there for them. From our patient services
team keeping in touch with families just to ask how we could help,
to our sales team making sure physicians continued to have our
support, our approach was always one of partnership rooted in care.
2020 also brought us innovation and collaboration like we have
never seen. I do not say this lightly, the biopharmaceutical industry
will undoubtedly save life as we know it. In less than a year, we
have multiple viable COVID-19 vaccines that have been devel-
oped in record time and deployed to millions of people.
The biopharmaceutical industry will undoubt-
edly save life as we know it.
At Horizon, our focus on science continued as well, with important
strides in research and development. In April, we acquired
Curzion Pharmaceuticals, Inc. and its development-stage medicine
candidate HZN-825, which we plan to study in patients with diffuse
cutaneous systemic sclerosis which is a rare, chronic, progressive
autoimmune disease that can cause internal organ damage and
has no FDA-approved treatments, as well as in patients with
idiopathic pulmonary fibrosis, a rare, progressive, interstitial lung
disease. In July, we reached target enrollment in our MIRROR
randomized controlled trial, which is evaluating the efficacy
and safety of the use of KRYSTEXXA plus methotrexate over a
12-month treatment period. We expect the full results by the
end of 2021 and expect to submit these data to the FDA for
inclusion in the prescribing information in the first quarter of
2022. In October, we announced interim data from the PROTECT
trial, which is evaluating KRYSTEXXA to improve the manage-
ment of uncontrolled gout for adults who have undergone a
kidney transplant. The interim results were encouraging with
respect to the ability of KRYSTEXXA to treat uncontrolled gout in
this very sensitive transplant population without compromising
kidney function. Also, in October, we enrolled the first patient in
an open-label trial evaluating a shorter infusion duration of
KRYSTEXXA plus methotrexate.
Finally, we are initiating an open-label trial to evaluate a monthly
dosing regimen of KRYSTEXXA plus methotrexate, as well as a
retreatment trial evaluating KRYSTEXXA plus methotrexate in
patients who have previously failed on KRYSTEXXA alone.
We are evolving into a serious R&D development
company, and I’m excited about the tremendous
potential to deliver even more life-changing
results to patients.
In November, we announced a global collaboration and license
agreement with Halozyme Therapeutics, Inc. to use its drug
delivery technology to develop a subcutaneous formulation of
TEPEZZA, which will potentially shorten its administration time,
offering additional flexibility and convenience for patients. We
intend to expand the use of TEPEZZA in patients with TED and
expect to initiate a trial in chronic TED as well as an exploratory
trial in diffuse cutaneous systemic sclerosis.
Finally, on Jan. 31, 2021, we entered into a definitive agreement
to acquire Viela Bio, Inc., a biotechnology company based in
Gaithersburg, Maryland that recently launched its first marketed
medicine, a biologic named UPLIZNA®. This acquisition represents
a significant step forward in expanding our pipeline and support-
ing sustainable long-term growth. Viela has four therapeutic
candidates currently in development across nine programs in
autoimmune and severe inflammatory diseases. With Viela, we’ll
expand from 14 clinical programs to 23, while also welcoming
about 170 Viela employees into the Horizon family.
3
THE HEALTH OF OUR COMMUNITIES
Despite the successes for our team in the past year, the COVID-19
pandemic presented several setbacks to the many patient
advocacy organizations that provide critical resources and
support for our patient communities, and I’m incredibly proud
of how we were able to help support them. We didn’t just make
financial contributions – we showed up. We sponsored the
Arthritis Foundation’s virtual walks across the United States, and
together, 98 Horizon teams comprised of 560 participants raised
more than $130,000 for the organization, making us the top
national fundraiser. Our teams also showed up for the Immunode-
ficiency Foundation virtual walks, with Horizon clocking in as the
top fundraiser for our “home” walk in Chicago. And with TED, we
helped grow a community that previously had one small advocacy
organization to a community of organizations, including rare
disease groups, vision groups and autoimmune groups – providing
support and resources to people living with TED. At a time when
many of our advocacy partners were canceling or completely
overhauling their biggest fundraisers due to COVID-19, we
doubled down and provided more support than ever to help them
stay afloat through this pandemic. For the year, we supported
more than 100 advocacy organizations and over 200 events.
In 2020 we provided more than $3.7 million
in COVID-19 relief to various communities,
including our patient advocacy partners.
Additionally, through #RAREis,™ our rare disease awareness
initiative, we provided 37 scholarships of $5,000 each to support
adults living with rare diseases to pursue their education as
part of a million-dollar scholarship program in partnership with
the EveryLife Foundation. We also sponsored the Reps for Rare
Diseases event where roughly 50 Division I football recruits
participated during the NFL Combine or at their “pro days” and
matched pledged donations for a total of $35,000.
Our impact didn’t stop there; it extended to the world at
large. In 2020 we provided more than $3.7 million in COVID-19
relief to various communities, including our patient advocacy
partners. We continued our Pledge 1% commitment, in which
we strive to donate 1% of our profits, product, time and equity to
communities in need, and on Giving Tuesday in December, we
launched Equity+, an employee equity donation match program,
which has already resulted in more than $225,000 donated to
nonprofit partners.
Like our education commitment for our employees, we also
deepened our education commitment in the local community
by providing $500,000 in scholarships to Lake Forest College to
support its health professions program and creating a $500,000
Horizon Therapeutics endowed scholarship fund at Howard
University. The scholarships at both institutions will be awarded
to economically disadvantaged students and students of color,
building upon 15 existing Horizon scholarships for students
majoring in public health or bioinformatics at the Asian University
for Women. These initiatives came during a year of awakening for
many of us, including me, on the need for urgent action related to
racial equity. In June, we took a public stand on anti-Black racism
and provided funding to organizations that are devoted to rooting
out racial inequities and working toward a more just and
equitable world for all. To that end, last summer we introduced
RiSE, our new company approach to diversity, inclusion, equity
and allyship, which acknowledges that when we stand as
one Horizon community, we give voice to different viewpoints
and ideas that create understanding, promote change and
transform lives.
If 2020 taught us anything, it’s that despite some of our darkest
days as a global community, there is still light: in the ability of so
many to help and serve, in the unlimited possibilities of science
and in the meaningful work we do at Horizon for patients and
their families.
I believe it’s these sparks of good that will carry us through 2021
and beyond.
Sincerely,
Timothy P. Walbert
Chairman, President and Chief Executive Officer
H O R I Z O N 2 0 2 0 A N N U A L R E P O R T
F Y 2 0 2 0
Financial Highlights
N E T S A L E S
N E T S A L E S G R O W T H
ADJUSTED EBITDA GROWTH1
1 - Y E A R T O T A L
S H A R E H O L D E R R E T U R N
VS NASDAQ BIOTECHNOLOGY
INDEX’S 26%
1. Adjusted EBITDA is a non-GAAP measure. Please refer to the discussion
of non-GAAP financial measures and the reconciliations to GAAP
measures beginning on page 122 of our Annual Report on Form 10-K
for the year ended December 31, 2020.
Except for 1-year shareholder return, growth percentages represent
comparison to full-year 2020.
Total shareholder return through December 31, 2020.
T E P E Z Z A
K R Y S T E X X A
R A V I C T I
P R O C Y S B I
A C T I M M U N E
B U P H E N Y L ®
Q U I N S A I R ™
PENNSAID® 2%
DUEXIS®
RAYOS
VIMOVO®
2 0 2 0 N E T S A L E S
$ 820.0M
$ 405.9M
261.6M
$
170.1M
$
118.8M
$
10.6M
$
0.7M
$
$
$
$
$
$
178.0M
125.3M
71.8M
37.6M
2.2B
$$$$$$2222..2222BBBB
2020 TOTAL
NET SALES
$1,787.7B
Orphan Segment
$412.7M
Inflammation Segment
5
GGGGGGGGGGGGGGGGGGGGGG RRRRRRRRRRRRRRRRRRRRR OOOOOOOOOOOOOOOOOOOOOO WWWWWWWWWWWWWWWWWWWWWWWWWWW TTTTTTTTTTTTTTTTTTTTTTTTTTT HHHHHHHHHHHHHHHHHHHHHHHHHHHHHH
H O R I Z O N 2 0 2 0 A N N U A L R E P O R T
Imagine taping your eyes shut just to sleep
because they are bulging so much they don’t
close. Or experiencing severe double vision that
affects daily tasks like driving, exercising and
even walking safely. These challenges are real for
people living with Thyroid Eye Disease (TED), a
rare, vision-threatening condition.
Jeanne, a 54-year-old oncology nurse, began to experience these
symptoms while on leave from work to help regulate her severe
hyperthyroid condition. After many opinions and two MRIs later,
a neuro-ophthalmologist finally diagnosed her with TED and
referred her to another doctor who told her about a medicine
approved by the U.S. Food and Drug Administration (FDA) to treat
the disease.
Supported by Horizon’s Patient Services team, Jeanne began her
treatment for TED, which included a total of eight infusions. With
each one, she saw improvements. Soon the redness, tearing and
pain were better, and she could finally close her eyes at night due
to reduced eye bulging.
Once Jeanne had completed treatment, she was able to pick up
extra shifts during the COVID-19 pandemic at the hospital to
help those in need and support her colleagues on the front lines.
“Throughout my treatment journey, I noticed my symptoms
improving and knew I was ready to jump back in and do my part.”
FINDING RELIEF AFTER YEARS OF SUFFERING
After her diagnosis, Patti, a 64-year old grandmother, lived with
TED symptoms for years because there was no approved
treatment. Finding the worsening discomfort and her changed
appearance distressing, she would visit her ophthalmologist
every six months. Patti started to experience double vision, in
addition to the bulging, excessive watering, dryness and the
inability to fully shut her eyes while sleeping.
Taking more aggressive action, Patti had orbital decompression
surgery to treat the bulging. A few months later, she heard about
a promising new treatment that was about to be approved by the
FDA. When it was, she was onboard.
“To my amazement, I feel like my eyes look more normal. I can’t tell
you how thankful I am for this gift,” she said. “While the treatment
takes some time, it was so worth it to me.”*
*Individual results may vary
1 ST
The first and only FDA-approved
treatment for Thyroid Eye Disease
Throughout my treatment journey,
I noticed my symptoms improving
and knew I was ready to jump back
in and do my part.
—Jeanne,
TED Patient
7
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During an uncertain time,
it was important to me to
be a steady, resourceful and
reassuring support for Chris.
—Adelaide,
Patient Access Manager
YRS5+
Continuously helping
gout patients
9
It was nearly impossible to anticipate the challenges
brought on by the COVID-19 pandemic, especially for
patients with a rare disease, like Christopher.
After he had surgery to treat a knee and leg injury, his foot and
big toe became inflamed and he was having trouble walking,
eventually leading to discomfort in his hips and elbow. One slight
move would send shooting pain throughout his body; he even
had difficulty brushing his teeth. Were these surgical complications
or something else?
After Christopher was given standard treatments with minimal
improvement, his doctor suggested a different medicine for
uncontrolled gout.
It’s also when Horizon Patient Access Manager Adelaide stepped in
to help him navigate the system. While much of the world was on
hold due to COVID-19, Adelaide was there for Christopher every day
until he got the treatment he needed.
FINDING A WAY: SERVING PATIENTS DURING A CRISIS
Horizon’s patient services team provided 360º support for many
patients who needed treatment during 2020, even with the obstacles
created by a major pandemic. For example, when the head practitioner
at a patient’s preferred infusion site tested positive for COVID-19 –
forcing the center to close for new patients – the Horizon team went
into high gear to help.
Despite this setback, the team found an infusion center that accepted
new patients and was willing to move quickly to start the patient’s
bi-weekly treatments. Rather than having to wait, the New Jersey-
area patient began the therapy he needed – and was on his way to
feeling better.
“Given the crisis, this would not have been possible without consis-
tent communication and collaboration, along with an urgent
commitment from the physician, patient and site of care,” said Ed,
specialty account manager, Horizon.*
*Individual results may vary
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H O R I Z O N 2 0 2 0 A N N U A L R E P O R T
Horizon’s caring culture was on full display in
2020, with employees committed to making a
difference when many in their communities
were facing immense challenges due to the
COVID-19 pandemic.
THE FABRIC OF GIVING
As people were advised to wear face coverings, Jacalyn, director,
strategic marketing, realized Horizon employees and friends could
help others by putting their sewing skills to use.
“We made over 6,000 sanitized masks that we were able to
distribute to local individuals and hospitals,” Jacalyn said.
ACTIVELY HELPING, INDEED
After Aric, district manager, inflammation accounts, came across
Feeding America on Horizon’s website, he knew he could find a
safe way to give back.
“We wanted to help people who weren’t as fortunate as we were,”
Aric said. “To raise awareness and funds, we designed a decathlon –
10 fun events in our yard and neighborhood.”
LEMONS TO LEMONADE
Adrian, territory manager, inflammation, along with his wife, son,
and daughter, raised more than $2,100 for the San Antonio Food
Bank through a Facebook drive in which participants could donate
$2 for a “virtual” lemonade kit (a bottle of water and lemonade
packet) delivered to their door. Horizon boosted the total through
its Match+ program.
“The most important piece to all of this is teaching my son and
daughter about giving,” Adrian said.
COSTS NOTHING TO SAY ‘THANKS’
Not all the giving was about fundraising. Meghanne, associate
general counsel, led a project in which 70 Horizon families drew
thank-you cards for those battling the pandemic on the front lines.
“Bringing some joy to these essential workers brought a smile to my
face,” Meghanne said.
A YEAR OF HEIGHTENED UNDERSTANDING, INCLUSION
The pandemic was not the only national crisis to which Horizon
responded forcefully in 2020, as several events underscored
the continuing struggle for social and racial justice in the United
States. The company further prioritized a diverse and inclusive
workplace, holding its first all-employee panel on race and
launching the RiSE initiative to bring together people of different
backgrounds to advance inclusion, diversity, equity and allyship;
attract diverse talent; help with professional development and
partner with organizations working for racial equity.
To strengthen the company’s commitment nationally, Synim,
director, research and development communications, now
represents Horizon as a CEO Action for Diversity and Inclusion
Fellow. Working with nearly 250 other fellows from 100
organizations, Synim is helping to address issues in education,
healthcare, economic empowerment and public safety.
$3.7M+
Extended in
Covid-19 relief
1 1
Expanding
Our Pipeline
Leading with science and compassion, we
maximize the potential of medicines under our
care and develop transformative treatments
for people with rare and rheumatic diseases. Our
agile and collaborative approach focuses on
cultivating truly novel treatments that improve
quality of life and provide new hope to the
patients we serve.
In 2021 we will initiate trials for chronic Thyroid Eye Disease;
diffuse cutaneous systemic sclerosis, a rare, chronic autoimmune
disease with one of the highest mortality rates of any rheumatic
disease; idiopathic pulmonary fibrosis, a rare disease leading to
lung tissue scarring with a median survival rate of less than
five years; higher doses of KRYSTEXXA on a monthly schedule;
and the potential to retreat patients who have previously failed
KRYSTEXXA, using methotrexate, a common immunomodulator
that may reduce immune reaction. Programs underway for subcuta-
neous administration of TEPEZZA, currently delivered by infusion;
the use of methotrexate for patients newly initiating KRYSTEXXA
and KRYSTEXXA for patients who have had a kidney transplant and
have symptoms of chronic, uncontrolled gout will also continue.
With scientific expertise and
compassion, our R&D teams strive
to address the most challenging
patient needs, moving urgently
through the clinical process to
bring meaningful novel therapies
that will brighten the future for
patients and their families.
H O R I Z O N 2 0 2 0 A N N U A L R E P O R T
PRE-CLINICAL
PHASE 1
PHASE 2
PHASE 3
PHASE 3B/4
Our Pipeline
Medicine/Program
KRYSTEX X A
IMMUNOMODUL ATION
MIRROR randomized controlled trial
KRYSTEX X A NEPHROLOGY
PROTECT open-label trial in kidney transplant
patients with uncontrolled gout
KRYSTEX X A
SHORTER INFUSION DUR ATION
Open-label trial
KRYSTEX X A
MONTHLY DOSING*
Open-label trial
KRYSTEX X A
RETREATMENT*
Open-label trial
TEPEZZA
CHRONIC THYROID EYE DISEASE*
Randomized controlled trial in chronic TED
TEPEZZA
THYROID EYE DISEASE
OPTIC-X: Phase 3 extension trial
HZN-825 DIFFUSE CUTANEOUS
SYSTEMIC SCLEROSIS*
Phase 2b pivotal trial
HZN-825 IDIOPATHIC
PULMONARY FIBROSIS*
Phase 2b pivotal trial
TEPEZZA DIFFUSE CUTANEOUS
SYSTEMIC SCLEROSIS*
Exploratory trial
TEPEZZA SUBCUTANEOUS
ADMINISTR ATION
Exploratory trial, including Halozyme’s
ENHANZE technology
HZN-003
UNCONTROLLED GOUT
Exploration of optimized uricase and optimized
PEGylation for uncontrolled gout
HZN-007
UNCONTROLLED GOUT (1)
Exploration of optimized uricase and PASylation
for uncontrolled gout
NOVEL GOUT TARGETS
Exploration of novel approaches to treating gout
with HemoShear
*Expected to initiate in 2021. (1) Being developed under a collaboration agreement with XL Protein GmbH.
MIRROR: Trial evaluating the use of KRYSTEXXA in combination with methotrexate to increase the response rate.
1 3
Executive
Management
Timothy P. Walbert
Brian K. Beeler
Chairman, President and
Chief Executive Officer
Executive Vice President,
General Counsel
Daniel A. Camarado
Geoffrey M. Curtis
Michael A. DesJardin
Paul W. Hoelscher
Executive Vice President and
President, U.S.
Executive Vice President,
Corporate Affairs and
Chief Communications Officer
Executive Vice President,
Technical Operations and
Corporate Quality
Executive Vice President,
Chief Financial Officer
Vikram Karnani
Executive Vice President and
President, International
Jeffrey D. Kent,
FACP, FACG
Executive Vice President,
Medical Affairs and Outcomes Research
Irina Konstantinovsky
Barry J. Moze
Executive Vice President,
Chief Human Resources and
Chief Diversity Officer
Executive Vice President,
Chief Administrative Officer
Andy Pasternak
Executive Vice President,
Chief Strategy Officer
Jeffrey W. Sherman,
M.D., FACP
Executive Vice President,
Chief Medical Officer
H O R I Z O N 2 0 2 0 A N N U A L R E P O R T
HORIZON PHARMA PLC
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
(cid:3)(cid:3)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
or
(cid:4)(cid:4)
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-35238
HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY
(Exact name of Registrant as specified in its charter)
Ireland
(State or other jurisdiction of
incorporation or organization)
Connaught House, 1st Floor
1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
(Address of principal executive offices)
Not Applicable
(I.R.S. Employer
Identification No.)
Not Applicable
(Zip Code)
011 353 1 772 2100
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Ordinary shares, nominal value $0.0001
per share
Trading Symbol
HZNP
Name of Each Exchange on Which Registered
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:3) No (cid:4).
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:4) No (cid:3).
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (cid:3) No (cid:4)
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes (cid:3) No (cid:4)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
(cid:3)
(cid:4)
(cid:4)
Accelerated filer
Smaller reporting company
(cid:4)
(cid:4)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:4)
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. (cid:3)
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes (cid:4) No (cid:3)
The aggregate market value of the registrant’s voting ordinary shares held by non-affiliates of the registrant, based upon the $55.58 per share closing
sale price of the registrant’s ordinary shares on June 30, 2020 (the last business day of the registrant’s most recently completed second quarter), was
approximately $11.0 billion. Solely for purposes of this calculation, the registrant’s directors and executive officers and holders of 10% or more of the
registrant’s outstanding ordinary shares have been assumed to be affiliates and an aggregate of 2,590,708 ordinary shares held by such persons on June 30,
2020 are not included in this calculation.
As of February 17, 2021, the registrant had outstanding 224,047,600 ordinary shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for the registrant’s 2021 Annual General Meeting of Shareholders are incorporated by
reference into Part III of this Annual Report on Form 10-K.
HORIZON THERAPEUTICS PLC
FORM 10-K — ANNUAL REPORT
For the Fiscal Year Ended December 31, 2020
TABLE OF CONTENTS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
Page
2
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145
PART I
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” — that is, statements related to future, not
past, events — as defined in Section 21E of the Securities Exchange Act of 1934, as amended, that reflect our current
expectations regarding our future growth, results of operations, business strategy and plans, financial condition, cash flows,
performance, development plans and timelines, business prospects, and opportunities, as well as assumptions made by, and
information currently available to, our management. Forward-looking statements include any statement that does not directly
relate to a current or historical fact. Forward-looking statements generally can be identified by words such as “believe,”
“may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would”, or
similar expressions. These statements are based on current expectations and assumptions that are subject to risks and
uncertainties inherent in our business, which could cause our actual results to differ materially from those indicated in the
forward-looking statements. Factors that could cause actual results to differ materially from those indicated in the forward-
looking statements include, without limitation: our ability to successfully execute our sales and marketing strategy, including
continuing to successfully recruit and retain sales and marketing personnel and to successfully build the market for our
medicines; our ability to build a sustainable pipeline of new medicine candidates; whether we will be able to realize the
expected benefits of strategic transactions, including whether and when such transactions will be accretive to our net income;
the rate and degree of market acceptance of, and our ability and our distribution and marketing partners’ ability to obtain
coverage and adequate reimbursement and pricing for, our medicines from government and third-party payers and risks
relating to the success of our patient assistance programs; the scope and duration of impacts of the COVID-19 pandemic on
our business, our industry and the economy; our ability to maintain regulatory approvals for our medicines; our ability to
conduct clinical development and obtain regulatory approvals for our medicine candidates, including potential delays in
initiating and completing studies and filing for and obtaining regulatory approvals and whether data from clinical studies will
support regulatory approval; our need for and ability to obtain additional financing; the accuracy of our estimates regarding
future financial results; our ability to successfully execute our strategy to develop or acquire additional medicines or
companies, including disruption from any future acquisition or whether any acquired development programs will be
successful; our ability to manage our anticipated future growth; the ability of our medicines to compete with generic
medicines, especially those representing the active pharmaceutical ingredients in our medicines as well as new medicines that
may be developed by our competitors; our ability and our distribution and marketing partners’ ability to comply with
regulatory requirements regarding the sales, marketing and manufacturing of our medicines and medicine candidates; the
performance of our third-party distribution partners, licensees and manufacturers over which we have limited control; our
ability to obtain and maintain intellectual property protection for our medicines; our ability to defend our intellectual property
rights with respect to our medicines; our ability to operate our business without infringing the intellectual property rights of
others; the loss of key commercial or management personnel; regulatory developments in the United States and other
countries, including potential changes in healthcare laws and regulations; and other risks detailed below in Part I — Item 1A.
“Risk Factors”.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot
guarantee future results, events, levels of activity, performance or achievement. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless
required by law.
Risk Factors Summary
Our business faces significant risks and uncertainties. If any of the following risks are realized, our business, financial
condition and results of operations could be materially and adversely affected. You should carefully review and consider the
full discussion of our risk factors in the section titled “Risk Factors” in Part I, Item 1A of this Annual Report on Form 10-K.
Set forth below is a summary list of the principal risk factors as of the date of the filing this Annual Report on Form 10-K:
•
The COVID-19 global pandemic has and may continue to adversely impact our business, including the
commercialization of our medicines, our supply chain, our clinical trials, our liquidity and access to capital markets
and our business development activities.
• Our ability to generate revenues from our medicines is subject to attaining significant market acceptance among
physicians, patients and healthcare payers.
• Our future prospects are highly dependent on our ability to successfully develop and execute commercialization
•
strategies for each of our medicines. Failure to do so would adversely impact our financial condition and prospects.
In order to increase adoption and sales of our medicines, we will need to continue developing our commercial
organization as well as recruit and retain qualified sales representatives.
1
•
Coverage and reimbursement may not be available, or reimbursement may be available at only limited levels, for
our medicines, which could make it difficult for us to sell our medicines profitably or to successfully execute
planned medicine price increases.
• Our medicines are subject to extensive regulation, and we may not obtain additional regulatory approvals for our
medicines.
• We may be subject to penalties and litigation and large incremental expenses if we fail to comply with regulatory
requirements or experience problems with our medicines.
• We rely on third parties to manufacture commercial supplies of all of our medicines, and we currently intend to rely
on third parties to manufacture commercial supplies of any other approved medicines. The commercialization of
any of our medicines could be stopped, delayed or made less profitable if those third parties fail to provide us with
sufficient quantities of medicine or fail to do so at acceptable quality levels or prices or fail to maintain or achieve
satisfactory regulatory compliance.
Clinical development of drugs and biologics involves a lengthy and expensive process with an uncertain outcome,
and results of earlier studies and trials may not be predictive of future trial results.
If we fail to develop or acquire other medicine candidates or medicines, our business and prospects would be
limited.
•
•
• We are subject to ongoing obligations and continued regulatory review by the FDA and equivalent foreign
regulatory agencies, which may result in significant additional expense and significant penalties if we fail to comply
with regulatory requirements or experience unanticipated problems with our medicines.
• We are subject to federal, state and foreign healthcare laws and regulations and implementation or changes to such
•
healthcare laws and regulations could adversely affect our business and results of operations.
If we are unable to obtain or protect intellectual property rights related to our medicines and medicine candidates,
we may not be able to compete effectively in our markets.
Item 1. Business
Unless otherwise indicated or the context otherwise requires, references to the “Company”, “we”, “us” and “our” refer
to Horizon Therapeutics plc and its consolidated subsidiaries.
Overview
We are focused on researching, developing and commercializing medicines that address critical needs for people
impacted by rare and rheumatic diseases. Our pipeline is purposeful: we apply scientific expertise and courage to bring
clinically meaningful therapies to patients. We believe science and compassion must work together to transform lives.
2
Our Strategy
Horizon is a leading high-growth, innovation-driven, profitable biotech company. We are focused on rare diseases,
delivering innovative therapies to patients and generating value for our shareholders. Our strategy is to expand our
development-stage pipeline for long-term sustainable growth and maximize the benefit and value of our on-market
medicines, with particular focus on our key growth drivers TEPEZZA® and KRYSTEXXA®, both rare disease medicines.
Our vision is to build healthier communities, urgently and responsibly, which we believe generates value for our many
stakeholders, including our shareholders.
We have significantly transformed Horizon since our beginnings as a public company in 2011, when we had two on-
market medicines and total net sales of approximately $7.0 million. In a span of only nine years, we have evolved to a
profitable, biotech company with eleven on-market medicines, seven of them for the treatment of rare diseases, total net sales
in 2020 of $2.2 billion, and a growing pipeline with 14 development programs.
We have achieved this transformation by first building a strong commercial business as our foundation, then using the
resulting cash flows to build our portfolio of rare disease medicines, including the acquisition of KRYSTEXXA, which we
transformed into a key growth driver, and then building our development-stage pipeline, primarily through business
development. Our second key growth driver, TEPEZZA, is the result of our acquisition of River Vision Development Corp.,
or River Vision, in 2017, when TEPEZZA was a late-stage development candidate.
We are executing on our strategy to expand our pipeline and maximize the value of our on-market medicines by
leveraging the three elements that we believe set Horizon apart and are key to our success: (i) our excellence in commercial
execution; (ii) our proven and disciplined business development strategy; and (iii) our strong clinical development capability.
Through our commercial execution, we seek to accelerate the growth trajectory and maximize the potential of our medicines.
Through our strong in-house business development capability, we acquire medicines focused on opportunities in which we
believe we are uniquely positioned to drive value. We also leverage the deep collective drug development experience of our
research and development organization using an agile approach to continually innovate our existing medicines and develop
new medicines.
We have two reportable segments, (i) the orphan segment (previously the orphan and rheumatology segment), our
strategic growth business, and (ii) the inflammation segment, and we report net sales and segment operating income for each
segment.
Our Company
We are a public limited company formed under the laws of Ireland. We operate through a number of U.S. and other
international subsidiaries with principal business purposes to perform research and development or manufacturing operations,
serve as distributors of our medicines, hold intellectual property assets or provide us with services and financial support.
Our principal executive offices are located at Connaught House, 1st Floor, 1 Burlington Road, Dublin 4, D04 C5Y6,
t
Ireland and our telephone number is 011 353 1 772 2100. Our website address
Information found on, or accessible through, our website is not a part of, and is not incorporated into, this Annual Report on
Form 10-K.
is www.horizontherapeutics.com.
Acquisitions and Divestitures
Since January 1, 2018, we completed the following acquisitions and divestitures:
•
•
On October 27, 2020, we sold our rights to develop and commercialize RAVICTI® and BUPHENYL® in Japan to
Medical Need Europe AB, part of the Immedica Group, or Immedica. On December 28, 2018, we sold our rights
to RAVICTI and AMMONAPS® (known as BUPHENYL in the United States and Japan) outside of North
America and Japan to Immedica. We have retained the rights to RAVICTI and BUPHENYL in North America.
On April 1, 2020, we acquired Curzion Pharmaceuticals, Inc., or Curzion, a privately held development-stage
biopharma company, and its development-stage oral selective lysophosphatidic acid 1 receptor (LPAR1)
antagonist, CZN001 (renamed HZN-825), for an upfront payment with additional payments contingent on the
achievement of development and regulatory milestones.
3
•
•
•
On June 28, 2019, we sold our rights to MIGERGOT to Cosette Pharmaceuticals, Inc., for an upfront payment
and potential additional contingent consideration payments.
Effective January 1, 2019, we amended our license and supply agreements with Jagotec AG and Skyepharma
AG, which are affiliates of Vectura Group plc, or Vectura. Under these amendments, our rights to LODOTRA®
in Europe were transferred to Vectura.
On July 24, 2018, we sold the rights to IMUKIN® in all territories outside of the United States, Canada and Japan
to Clinigen Group plc, or Clinigen, for an upfront payment and a potential additional contingent consideration
payment that was subsequently received in September 2019, or the IMUKIN sale.
The consolidated financial statements presented herein include the results of operations of the acquired businesses from
the applicable dates of acquisition. See Note 4 of the Notes to Consolidated Financial Statements, included in Item 15 of this
Annual Report on Form 10-K, for further details of our acquisitions and divestitures.
On January 31, 2021, we entered into an Agreement and Plan of Merger with Viela Bio, Inc., or Viela, to acquire all of
the issued and outstanding shares of Viela’s common stock for $53.00 per share in cash, which represents a fully diluted
equity value of approximately $3.05 billion, or approximately $2.67 billion net of Viela’s cash and cash equivalents. Viela
has one on-market medicine in the United States and a deep mid-stage biologics pipeline for autoimmune and severe
inflammatory diseases, with four candidates currently in nine development programs. The acquisition of Viela has not been
completed and is subject to a several conditions, including the successful completion of a tender offer for the outstanding
shares of Viela. The transaction is expected to close by the end of the first quarter of 2021. See the “Research and
Development” section below and Note 21 of the Notes to Consolidated Financial Statements, included in Item 15 of this
Annual Report on Form 10-K, for further details of this pending acquisition.
Impact of COVID-19
On March 11, 2020, the World Health Organization made the assessment that a novel strain of coronavirus, which
causes the COVID-19 disease, had become a pandemic. On March 13, 2020, The President of the United States declared the
COVID-19 pandemic a national emergency and many states and municipalities in the United States took aggressive actions
to reduce the spread of the disease, including limiting non-essential gatherings of people, ceasing all non-essential travel,
ordering certain businesses and government agencies to cease non-essential operations at physical locations and issuing
“shelter-in-place” orders which direct individuals to shelter at their places of residence (subject to limited exceptions).
Similarly, the Irish government limited gatherings of people and encouraged employees to work from their homes, and may
implement more aggressive policies in the future. In mid-March 2020 we implemented work-from-home policies for all
employees and moved to a “virtual” model with respect to our physician, patient and partner support activities. As certain
U.S. states started to reduce restrictions, we saw physicians’ offices beginning to reopen, which reopening varied on a state-
by-state basis. As a result, our sales representatives in some areas have transitioned to being back out in the field and are
working on ways to re-engage patients and physicians. However, as COVID-19 cases have increased in certain areas, certain
U.S. states have reimplemented restrictions and some physician offices re-established limits on in-person visits. While our
financial results during the year ended December 31, 2020, were strong and we continue to have a significant amount of
available liquidity, we anticipate the COVID-19 pandemic to continue to have a negative impact on net sales into 2021. In
addition, our clinical trials have been and may in the future be affected by the COVID-19 pandemic as referred to below.
Economic and health conditions in the United States and across most of the world are continuing to change rapidly
because of the COVID-19 pandemic. Although COVID-19 is a global issue that is altering business and consumer activity,
the pharmaceutical industry is considered a critical and essential industry in the United States and many other countries and,
therefore, we do not currently expect any significant extended shut downs of suppliers or distribution channels, except for the
short-term disruption in TEPEZZA supply described below. In respect of our other medicines, we believe we have sufficient
inventory of raw materials and finished goods and we expect patients to be able to continue to receive their medicines at a
site of care, for our infused medicines, and from their current pharmacies, alternative pharmacies or, if necessary, by direct
shipment from our third-party providers that have such capability, for our other medicines.
4
TEPEZZA
The launch of our infused medicine for thyroid eye disease, or TED, TEPEZZA, which was approved by the FDA on
January 21, 2020, significantly exceeded our expectations. In early 2019, we initiated our pre-launch disease awareness,
market development and market access efforts with multi-functional field-based teams beginning to engage with key
stakeholders in July of 2019. We believe these pre-launch efforts, the severity and acute nature of TED, and a highly
motivated patient population have generated significant demand for the medicine. While we experienced a much higher
number of new patients in 2020 than our initial estimates, the impact from COVID-19 has slowed the generation of patient
enrollment forms for TEPEZZA, which drive new patient starts.
On December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of
recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the Defense Production Act of 1950, or
DPA, that dramatically restricted capacity available for the production of TEPEZZA at our drug product contract
manufacturer, Catalent Indiana, LLC, or Catalent. Pursuant to the DPA, Catalent was ordered to prioritize certain COVID-19
vaccine manufacturing at Catalent, resulting in the cancellation of previously guaranteed and contracted TEPEZZA drug
product manufacturing slots in December 2020, which were required to maintain TEPEZZA supply. To offset the reduced
slots, we accelerated plans to increase the production scale of TEPEZZA drug product at Catalent.
Prior to the announcement of the short-term supply disruption in TEPEZZA, we were able to meet the significantly
higher than initially expected demand for TEPEZZA in 2020. For the year ended December 31, 2020, we recorded
TEPEZZA net sales of $820.0 million, which is more than 20 times greater than the expected TEPEZZA full year 2020 net
sales of $30.0 million to $40.0 million that we stated in a Form 8-K filing on February 26, 2020.
In January 2021, we submitted a prior approval supplement to the FDA to support increased scale production of
TEPEZZA drug product for the treatment of TED. The submission includes data to support more product output with each
manufacturing slot than is currently approved by the FDA. We will continue to discuss potential additional data
requirements and the approval timeline with the FDA. We continue to anticipate the disruption could last through the first
quarter of 2021. The length of the TEPEZZA supply disruption will depend on future manufacturing slots and whether future
manufacturing slots are successfully completed as well as decisions by the FDA regarding the increased scale manufacturing
process of TEPEZZA. We expect to add a second drug product manufacturer by the end of 2021, a project which we
initiated early in 2020. Other than Catalent, we are not aware of any manufacturing facilities that are part of the supply chain
for our medicines that are being utilized for the manufacture of vaccines for COVID-19. At this time, we consider our
inventories on hand of all our other medicines to be sufficient to meet our commercial requirements.
We have delayed the start of an FDA-required post-marketing study to evaluate safety of TEPEZZA in a larger patient
population and retreatment rates relative to how long patients receive the medicine. We have also delayed the start of our
planned TEPEZZA clinical trial in chronic TED and an exploratory trial of TEPEZZA in diffuse cutaneous systemic sclerosis
until later in 2021, assuming commercial drug product supplies have normalized by that time.
KRYSTEXXA
KRYSTEXXA is an infused medicine for uncontrolled gout and was also achieving rapid growth prior to the COVID-
19 pandemic. While the vast majority of patients on therapy have maintained therapy, many new patients have delayed
infusions due to shelter-in-place guidelines and patients voluntarily delaying visits to healthcare providers and infusion
centers. Patient visits to physicians substantially declined during 2020, which resulted in a reduction of new patients.
Although we cannot predict when healthcare activities will return to normal levels due to the continued uncertainty with
respect to the COVID-19 pandemic, patient demand is beginning to return with the return of healthcare activity.
5
Our other medicines
Our other rare disease medicines, RAVICTI, PROCYSBI and ACTIMMUNE, treat serious, chronic diseases with
serious consequences if left untreated. It is therefore critical for patients to maintain therapy. Patient motivation to continue
treatment is high, and therefore net sales for these three medicines were stable during 2020, with less impact from COVID-19
compared to our other medicines.
In regard to the inflammation segment, we are experiencing reduced demand given the absence of in-person
engagement by our sales representatives with healthcare providers and reduced levels of non-essential patient visits to
physicians. This impact has been somewhat mitigated by the virtual engagement efforts of our sales representatives, as well
as the use of telemedicine by many physicians, which allows them to continue to see patients and prescribe medicines. In
addition, with our HorizonCares program, most patients do not need to physically visit a pharmacy to obtain a prescription
because the vast majority of these medicines are delivered to a patient’s home through mail or local courier, depending on the
participating pharmacy.
Clinical trials
Our clinical trials have been and may in the future be affected by COVID-19. As referred to above, two of our clinical
trials for TEPEZZA have been delayed due to the impact of the TEPEZZA supply disruption at Catalent. In addition, clinical
site initiation and patient enrollment may be delayed due to prioritization of hospital and healthcare resources toward
COVID-19. Current or potential patients in our ongoing or planned clinical trials may also choose to not enroll, not
participate in follow-up clinical visits or drop out of the trial as a result of, or a precaution against, contracting COVID-19.
Further, some patients may not be able or willing to comply with clinical trial protocols if quarantines impede patient
movement or interrupt healthcare services. Some clinical sites in the United States have slowed or stopped further
enrollment of new patients in clinical trials, denied access to site monitors or otherwise curtailed certain operations.
Similarly, our ability to recruit and retain principal investigators and site staff who, as healthcare providers, may have
heightened exposure to COVID-19, may be adversely impacted. These events could delay our clinical trials, increase the cost
of completing our clinical trials and negatively impact the integrity, reliability or robustness of the data from our clinical
trials.
We are continuing to actively monitor the possible impacts from the COVID-19 pandemic and may take further actions
to alter our business operations as may be required by federal, state or local authorities or that we determine are in the best
interests of patients. There is significant uncertainty about the duration and potential impact of the COVID-19 pandemic.
This means that our results could change at any time and the contemplated impact of the COVID-19 pandemic on our
business results and outlook represents our estimate based on the information available as of the date of this Annual Report
on Form 10-K.
6
Our Medicines
We believe our medicines address unmet therapeutic needs in orphan diseases, arthritis, pain and inflammation, and
inflammatory diseases and provide significant advantages over existing therapies.
As of December 31, 2020, our medicine portfolio consisted of the following:
Medicine
Indication
ORPHAN SEGMENT:
TEPEZZA
KRYSTEXXA
RAVICTI
PROCYSBI®
ACTIMMUNE®
BUPHENYL
QUINSAIR™
INFLAMMATION SEGMENT:
PENNSAID 2%®
DUEXIS®
RAYOS®
VIMOVO®
Thyroid eye disease
Chronic refractory gout
(“uncontrolled gout”)
Urea cycle disorders
NNephropathic cystinosis
Chronic granulomatous disease
and severe, malignant
osteopetrosis
Urea cycle disorders
Treatment of chronic pulmonary
infections due to Pseudomonas
aeruginosa in cystic fibrosis
ppatients
Pain of osteoarthritis of the
knee(s)
Signs and symptoms of
osteoarthritis and rheumatoid
arthritis
Rheumatoid arthritis, polymyalgia
rheumatic, systemic lupus
erythematosus and multiple other
indications
Signs and symptoms of
osteoarthritis, rheumatoid arthritis
and ankylosing spondylitis
2020 Net
Sales (in
millions)
$
$
$
$
820.0
405.8
261.6
170.1
$
118.8
Marketing Rights
Worldwide (1)
Worldwide
NNorth America (2)
United States and
certain other
countries (3)
United States,
Canada and Japan (4)
$
$
$
$
$
10.5
0.7
NNorth America (5)
Canada and certain
other countries (6)
178.0
United States
125.3
Worldwide
71.8
NNorth America (7)
$
37.6
United States (8)
(1) On January 21, 2020, the FDA approved TEPEZZA for the treatment of TED, a serious, progressive and vision-
threatening rare autoimmune condition.
(2) On October 27, 2020, we sold our rights to develop and commercialize RAVICTI in Japan to Immedica. On
December 28, 2018, we sold our rights to RAVICTI outside of North America and Japan to Immedica.
(3) We market PROCYSBI in the United States and Canada. We also have marketing rights to PROCYSBI in Asia.
PROCYSBI is also available in Latin America through a managed assistance program through our partner Uno
Healthcare Inc.
(4) ACTIMMUNE is known as IMUKIN outside the United States, Canada and Japan. On July 24, 2018, we sold
the rights to IMUKIN in all territories outside of the United States, Canada and Japan to Clinigen.
7
(5) BUPHENYL is known as AMMONAPS outside of North America and Japan. On October 27, 2020, we sold our
rights to develop and commercialize BUPHENYL in Japan to Immedica. On December 28, 2018, we sold our
rights to AMMONAPS outside of North America and Japan to Immedica. We have retained the rights to
BUPHENYL in North America.
(6) We market QUINSAIR in Canada. We also have marketing rights for QUINSAIR in the United States, Latin
America and Asia. We have not received regulatory approval to market QUINSAIR in the United States.
(7) Outside the United States, RAYOS is sold and marketed as LODOTRA. Effective January 1, 2019, we amended
our license and supply agreements with Jagotec AG and Skyepharma AG, which are affiliates of Vectura. Under
these amendments, our rights to LODOTRA in Europe were transferred to Vectura.
(8) Net sales of $37.6 million for the year ended December 31, 2020, includes $4.9 million related to authorized
generic VIMOVO sales.
Information on our total revenues by product in each of the years ended December 31, 2020, 2019 and 2018, is
included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in
this Annual Report on Form 10-K.
ORPHAN SEGMENT
Our orphan segment consists of our medicines TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE,
BUPHENYL and QUINSAIR.
TEPEZZA
TEPEZZA is a fully human monoclonal antibody (mAb) and a targeted inhibitor of the insulin-like growth factor-1
receptor, or IGF-1R, that is the first and only FDA-approved medicine for the treatment of TED. TED is a serious,
progressive and vision-threatening rare autoimmune condition. While TED often occurs in people living with
hyperthyroidism or Graves’ disease, it is a distinct disease that is caused by autoantibodies activating an IGF-1R-mediated
signaling complex on cells within the retro-orbital space. This leads to a cascade of negative effects, which may cause long-
term, irreversible eye damage. As TED progresses, it causes serious damage – including proptosis (eye bulging), strabismus
(misalignment of the eyes) and diplopia (double vision) – and in some cases can lead to blindness. Historically, patients have
had to live with TED until the inflammation subsides, after which they are often left with permanent and vision-impairing
consequences and may require multiple surgeries that do not completely return the patient to their pre-disease state.
TEPEZZA was approved by the FDA in January 2020 following the positive results from a Phase 2 clinical trial, as
well as a Phase 3 confirmatory clinical trial, OPTIC. The OPTIC trial found that significantly more patients treated with
TEPEZZA (82.9%) had a meaningful improvement in proptosis ((cid:4) 2 mm) as compared with placebo patients (9.5%) without
deterioration in the fellow eye at Week 24. Additional secondary endpoints were also met, including a change from baseline
of at least one grade in diplopia (double vision) in 67.9% of patients receiving TEPEZZA compared to 28.6% of patients
receiving placebo at Week 24. In a related analysis of the Phase 2 and Phase 3 clinical trials, there were more patients with
complete resolution of diplopia among those treated with TEPEZZA (53%) compared with those treated with placebo (25%).
The majority of adverse events experienced with TEPEZZA treatment were graded as mild to moderate and were manageable
in the trials, with few discontinuations or therapy interruptions.
Our comprehensive post-launch commercial strategy for TEPEZZA aims to enable more TED patients to benefit from
TEPEZZA. We are doing this by: (i) facilitating continued TEPEZZA uptake in the treatment of acute and chronic TED
through continued promotion of TEPEZZA to treating physicians; (ii) continuing to develop the TED market by increasing
physician awareness of the disease severity, the urgency to diagnose and treat it, as well as the benefits of treatment with
TEPEZZA; (iii) driving accelerated disease identification and time to treatment through our digital and broadcast marketing
campaigns; (iv) enhancing the patient journey with our high-touch, patient-centric model as well as support for the patient
and site-of-care referral processes; and (v) expanding more timely access to TEPEZZA for TED patients.
8
Our first-quarter 2020 launch followed significant market-preparation initiatives for TEPEZZA in 2019 to drive
awareness about TED in the medical and patient community and establish a potential pathway for treatment. Our pre-launch
market preparation initiatives have proven effective in driving the highly successful launch of TEPEZZA, which has
significantly exceeded our expectations. To advance the continued strong growth and adoption of TEPEZZA, we are
investing in significant expansion efforts in multiple areas: our commercial and field-based organization for TEPEZZA,
which we doubled in size to approximately 200 employees by the end of 2020; our marketing initiatives; our long-term
supply capacity; and our efforts in pursuing expansion outside the United States.
With the U.S. launch of TEPEZZA in 2020 and the demonstrated benefit it has provided U.S. patients with TED, we
are pursuing a global expansion strategy to bring TEPEZZA to patients with TED in other parts of the world. Japan is one of
the countries we are pursuing, and we are engaging with Japanese regulatory authorities and the Pharmaceutical and Medical
Devices Agency, as well as with the Japanese medical community, to better understand the current dynamics of TED in
Japan and the regulatory requirements for approval of TEPEZZA.
On December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of
recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the DPA that have dramatically
restricted capacity available for the production of TEPEZZA at our drug product contract manufacturer, Catalent. See
“
“Impact of COVID-19”
above for further information.
As the only FDA-approved medication for the treatment of TED, TEPEZZA has no direct approved competition. We
believe that the results of the TEPEZZA Phase 3 and Phase 2 clinical trials present a significantly high hurdle for potential
competitors, given that potentially competitive medicines would be expected to demonstrate similar or greater efficacy and
safety in the treatment of TED. In addition, we have a biologic exclusivity in the United States covering TEPEZZA that will
expire in 2032. Further, the complexity of manufacturing TEPEZZA could pose a barrier to potential biosimilar competition.
Although TEPEZZA does not face direct competition, other therapies, such as corticosteroids, have been used on an off-label
basis to alleviate some of the symptoms of TED. While these therapies have not proved effective in treating the underlying
disease, and carry with them potential significant side effects, their off-label use could reduce or delay treatment with
TEPEZZA among the addressable patient population. Immunovant Inc., or Immunovant, is conducting Phase 2 clinical trials
of a fully human anti-FcRn monoclonal antibody candidate for the treatment of active TED, also referred to as Graves’
ophthalmopathy. On February 2, 2021, Immunovant announced a voluntary pause in the clinical dosing of the candidate due
to elevated total cholesterol and low-density lipoprotein levels in patients treated with the candidate. Immunovant has
indicated it intends to continue developing the candidate but did not provide an estimate of when the dosing might resume.
Viridian Therapeutics, Inc. is pursuing development of an anti-IGF-1R monoclonal antibody for TED and has announced
plans to initiate a Phase 2 trial in the second half of 2021.
KRYSTEXXA
A PEGylated uric acid specific enzyme (uricase), KRYSTEXXA is the first and only FDA approved medicine for the
treatment of uncontrolled gout. Uncontrolled gout occurs in patients who have failed to normalize serum uric acid, or sUA,
and whose signs and symptoms are inadequately controlled with conventional therapies, such as xanthine oxidase inhibitors,
or XOIs, at the maximum medically appropriate dose, or for whom these drugs are contraindicated.
KRYSTEXXA has a unique mechanism of action that can rapidly reverse disease progression. Unlike conventional
XOI therapies, which address the over-production or under-excretion of uric acid, KRYSTEXXA converts uric acid into
allantoin, a water-soluble molecule, which the body can easily eliminate through the urine. Renal excretion of allantoin is ten
times more efficient than uric acid excretion. Additionally, many chronic kidney disease, or CKD, patients have gout, and
the disease tends to be more prevalent as CKD advances. While conventional XOI gout therapies can place additional burden
on the kidneys and have dosing limitations, KRYSTEXXA has been proven effective and safe for uncontrolled gout patients
with CKD without the need to adjust dosing.
Gout is one of the most common forms of inflammatory arthritis and can be assessed by a simple blood test for the
amounts of uric acid in the blood (sUA levels). Typically in gout, when uric acid levels are greater than 6.8 milligrams per
deciliter, urate will crystallize and deposit. These hard deposits are known as tophi and may occur anywhere in the body,
including joints, as well as organs, such as the kidney and heart. When under-treated medically, tophi often lead to bone
erosions and loss of functional ability. Gout flares, a common characteristic of uncontrolled gout, are intensely painful.
They may or may not be accompanied by tophi. A systemic disease, uncontrolled gout frequently causes crippling
disabilities and significant joint damage. Of the 9.5 million gout sufferers in the United States, we estimate that greater than
100,000 patients have uncontrolled gout.
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KRYSTEXXA was approved by the FDA in 2010 following the results of two replicate clinical trials six months in
duration involving 85 patients treated with KRYSTEXXA. The mean baseline sUA levels for patients in the trial were
greater than 10 mg/dL, and 71 percent of patients had visible tophi. The primary endpoint for the trials was the ability to
maintain a low sUA for 80 percent of the samples taken at months three and six. As a result of the every-other-week dosing
of KRYSTEXXA at 8 mg, 42 percent of KRYSTEXXA patients achieved complete response versus 0 percent for the placebo
group; and 45 percent of KRYSTEXXA patients achieved complete resolution of tophi versus 8 percent for the placebo
group over six months.
We are focused on optimizing and maximizing the benefit the medicine offers for patients as well as driving toward its
peak U.S. net sales potential. We are driving growth for KRYSTEXXA by: (i) supporting the continued adoption of the use
of KRYSTEXXA with immunomodulators to increase the complete response rate of KRYSTEXXA; (ii) increasing uptake by
rheumatologists; and (iii) accelerating uptake of the medicine by nephrologists.
We doubled our KRYSTEXXA commercial team in 2018, we increased our promotional efforts to further penetrate
rheumatology and initiate marketing to nephrology and we are growing our customer base through both new and existing
prescribers. In 2019, we added a separate group of sales representatives to call exclusively on nephrologists. We believe
KRYSTEXXA offers a solution to a clinical need experienced by many nephrologists in dealing with uncontrolled gout
patients with CKD.
As the only FDA-approved medication for the treatment of uncontrolled gout, KRYSTEXXA faces limited direct
competition. We believe that the complexity of manufacturing KRYSTEXXA provides a barrier to potential biosimilar
competition. However, a number of competitors have medicines in clinical trials, including Selecta Biosciences Inc., or
Selecta, which has initiated a Phase 3 trial of a candidate for the treatment of chronic refractory gout. In September 2020,
Selecta announced topline clinical data that did not meet the primary endpoint or demonstrate statistical superiority for their
Phase 2 trial that compared their candidate, which includes an immunomodulator, to KRYSTEXXA alone without an
immunomodulator. In July 2020, Selecta and Swedish Orphan Biovitrum AB, or Sobi, entered into a strategic licensing
agreement under which Sobi will assume responsibility for certain development, regulatory, and commercial activities for
this candidate.
RAVICTI
RAVICTI is indicated for use as a nitrogen-binding agent for chronic management of adult and pediatric patients
(beginning at birth) with urea cycle disorders, or UCDs, that cannot be managed by dietary protein restriction and/or amino
acid supplementation alone. UCDs are rare, life-threatening genetic disorders. RAVICTI must be used with dietary protein
restriction and, in some cases, dietary supplements (for example, essential amino acids, arginine, citrulline or protein-free
calorie supplements).
UCDs are inherited metabolic diseases caused by a deficiency of one of the enzymes or transporters that constitute the
urea cycle. The urea cycle involves a series of biochemical steps in which ammonia, a potent neurotoxin, is converted to
urea, which is excreted in the urine. UCD patients may experience episodes during which the ammonia levels in their blood
become excessively high, called hyperammonemic crises, which may result in irreversible brain damage, coma or death. We
estimate that there are approximately 2,600 patients with UCDs living in the United States, including approximately 1,000
diagnosed patients. RAVICTI is not used to treat extremely high levels of ammonia in the blood (hyperammonemic crisis) or
for N-acetylglutamate synthase (NAGS) deficiency.
UCD symptoms may first occur at any age depending on the severity of the disorder, with more severe defects
presenting earlier in life. However, a prompt diagnosis and careful management of the disease can lead to good clinical
outcomes.
RAVICTI is formed by the catalyzed esterification of glycerol with 4-phenylbutyric acid and the subsequent
purification of the glycerol phenylbutyrate formed. The purified glycerol phenylbutyrate drug substance is filled into glass
bottles for use as an oral dosage liquid.
10
RAVICTI competes with older-generation nitrogen scavenger medicines. In the United States, RAVICTI competes
with all forms of sodium phenylbutyrate, including BUPHENYL. RAVICTI has advantages over older-generation medicines
leading to better patient adherence and compliance rates, such as its better tolerability for patients. It is ingested by mouth,
requires little preparation and has little taste and lower sodium content than other nitrogen scavenger medications. A few
competitors have medicine candidates in early-stage development, including a gene-therapy candidate by Ultragenyx
Pharmaceutical Inc., a generic taste-masked formulation option of BUPHENYL by ACER Therapeutics Inc., an enzyme
replacement for a specific UCD subtype (ARG) by Aeglea Bio Therapeutics Inc., and a mRNA-based therapeutic for a
specific UCD subtype (OTC) by Arcturus Therapeutics Holdings Inc. If successful, these medicine candidates could
compete with RAVICTI.
Our strategy for RAVICTI is to drive growth through increased awareness and diagnosis of UCDs; to drive conversion
to RAVICTI from older-generation nitrogen scavengers, such as generic forms of sodium phenylbutyrate, based on the
medicine’s differentiated benefits; to position RAVICTI as the first line of therapy; and to increase compliance rates.
On December 28, 2018, we sold our rights to RAVICTI outside of North America and Japan to Immedica. On October
27, 2020, we sold our rights to develop and commercialize RAVICTI in Japan to Immedica. We previously distributed
RAVICTI through a commercial partner in Europe and other non-U.S. markets. We have retained rights to RAVICTI in
North America.
PROCYSBI
PROCYSBI is indicated for nephropathic cystinosis, or NC, a rare lysosomal storage disorder that results in the amino
acid cystine accumulating inside the lysosomes of nearly every cell. Cystine accumulation results in the formation of crystals
that lead to cell damage and death in tissues and organs throughout the body. PROCYSBI (cysteamine bitartrate) delayed-
release capsules and delayed-release oral granules is the first and only FDA-approved treatment for NC with 12-hour dosing.
PROCYSBI uses proprietary technology that releases cysteamine gradually, providing 12-hour continuous cystine control in
adults and children 1 year of age and older. PROCYSBI granules, also called “microbeads,” are composed of cysteamine
bitartrate surrounded by an acid-resistant enteric coating. The microbeads release cysteamine gradually, providing 12 hours
of continuous cystine control. To work properly, PROCYSBI microbeads must dissolve and release cysteamine bitartrate in
the small intestine. The coating on the microbeads helps to control where and how medicine is released by allowing the
cysteamine bitartrate to pass through the acidic stomach to the alkaline environment of the small intestine. Once in the small
intestine, the coating begins to dissolve and the microbeads release cysteamine bitartrate gradually. This allows PROCYSBI
to control cystine levels continuously over the dosing interval. Randomized controlled clinical trials and extended treatment
with PROCYSBI therapy demonstrated consistent cystine depletion as monitored by levels of the biomarker (and surrogate
marker), white blood cell cystine.
In NC patients, elevated cystine can lead to cellular dysfunction and death; without treatment, the disease is usually
fatal by the end of the first decade of life. Cystinosis is progressive, eventually causing irreversible tissue damage and multi-
organ failure, including kidney failure, blindness, muscle wasting and premature death. NC is usually diagnosed in infancy
after children display symptoms to physicians, including markedly increased urination, thirst, dehydration, gastrointestinal
distress, failure to thrive, rickets, photophobia and kidney symptoms specific to Fanconi syndrome. Management of
cystinosis requires lifelong therapy.
In February 2020, the FDA approved PROCYSBI Delayed-Release Oral Granules in Packets for adults and children
one year of age and older living with nephropathic cystinosis. The PROCYSBI Delayed-Release Oral Granules in Packets
product is the same as the currently available PROCYSBI capsules product except in respect of the packaging format. This
new dosage form provides another administration option for patients, in addition to the PROCYSBI capsules. The
PROCYSBI Delayed-Release Oral Granules in Packets were made commercially available in April 2020.
PROCYSBI is differentiated by its ability to control cystine concentration continuously over twelve hours. Older
therapies require administration of medicine every six hours. By taking PROCYSBI, patients have to dose only twice a day,
providing them greater control over their medication schedule and lifestyle. Additionally, because PROCYSBI can be
administered through a feeding tube or mixed with approved foods and beverages, the patient can choose a more flexible
dosing regimen. PROCYSBI may also have fewer known side effects, such as less severe body odor, than older-generation
therapies.
11
We estimate that there are approximately 550 patients diagnosed with NC living in the United States. In addition to
patients who have already been identified, we believe that a number of patients with atypical phenotypic presentation and
end-stage renal disease have their condition as a result of undiagnosed late-onset NC and would benefit from treatment with
PROCYSBI.
Other than PROCYSBI, we are aware of three pharmaceutical products currently approved to treat cystinosis,
Cystagon®, Cystadrops® and Cystaran®. Cystagon, an immediate-release cysteamine bitartrate capsule, is an older-
generation systemic cystine-depleting therapy for cystinosis in the United States marketed by Mylan N.V., and by Orphan
Europe SARL in markets outside of the United States. Cystagon is PROCYSBI’s primary competitor. Cystadrops is a
recently approved (2020) cysteamine ophthalmic solution indicated for the treatment of corneal cystine crystal deposits and is
marketed by Recordati Rare Disease Inc. Cystaran, a cysteamine ophthalmic solution, is approved in the United States for
treatment of corneal crystal accumulation in patients with cystinosis and is marketed by Leadiant Biosciences, Inc.
Additionally, we are aware of an early-stage gene therapy candidate in development by AVROBIO, Inc. for the treatment of
cystinosis. We believe that PROCYSBI will continue to be well received in the market and continue to expect Cystagon to
be the primary competitor for PROCYSBI for the foreseeable future.
Our strategy for PROCYSBI is to drive conversion of patients from older-generation immediate-release capsules of
cysteamine bitartrate; to increase the uptake of the medicine by diagnosed but untreated patients; to identify previously
undiagnosed patients who are suitable for treatment; to position PROCYSBI as a first line of therapy; and to increase
compliance rates.
ACTIMMUNE
ACTIMMUNE is indicated for chronic granulomatous disease, or CGD, and severe, malignant osteopetrosis, or SMO.
It is a biologically manufactured protein called interferon gamma-1b that is similar to a protein the human body makes
naturally. Interferon gamma helps prevent infection in CGD patients and enhances osteoclast function in SMO patients.
ACTIMMUNE is the only medicine approved by the FDA to reduce the frequency and severity of serious infections
associated with CGD and for delaying disease progression in patients with SMO. ACTIMMUNE is believed to work by
modifying the cellular function of various cells, including those in the immune system and those that help form bones.
CGD is a genetic disorder of the immune system. It is described as a primary immunodeficiency disorder, which
means it is not caused by another disease or disorder. In people who have CGD, a type of white blood cell called a phagocyte
is defective. These defective phagocytes cannot generate superoxide, leading to an inability to kill harmful microorganisms
such as bacteria and fungi. As a result, the immune system is weakened. People with CGD are more likely to have certain
problems, such as recurrent severe and potentially life-threatening bacterial and fungal infections and chronic inflammatory
conditions. These patients are prone to developing masses called granulomas, which can occur repeatedly in organs
throughout the body and cause a variety of problems. We estimate that there are approximately 1,600 patients with CGD in
the United States.
SMO is a form of osteopetrosis and is sometimes referred to as marble bone disease or malignant infantile osteopetrosis
because it occurs in very young children. While exact numbers are not known, it has been estimated that one out of 250,000
children is born with SMO.
ACTIMMUNE currently faces limited competition. There are additional or alternative approaches used to treat
patients with CGD and SMO, including the increasing trend towards the use of bone marrow transplants in patients with
CGD, however, there are currently no medicines on the market that compete directly with ACTIMMUNE. Orchard
Therapeutics plc has an early-stage ex-vivo autologous hematopoietic stem cell gene therapy candidate in development for the
treatment of X-linked chronic granulomatous disease.
Our strategy for ACTIMMUNE is to increase awareness and diagnosis of CGD; to drive utilization of ACTIMMUNE
prophylaxis in newly-diagnosed CGD patients as recommended in current treatment guidelines; and increase compliance
rates.
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BUPHENYL
BUPHENYL tablets and BUPHENYL powder are made from granules that contain sodium phenylbutyrate as the
active (chemically synthesized) ingredient and microcrystalline cellulose as a diluent.
BUPHENYL tablets for oral administration and BUPHENYL powder for oral, nasogastric, or gastrostomy tube
administration are indicated as adjunctive therapy in the chronic management of patients with UCDs involving deficiencies
of carbamoyl phosphate synthetase, ornithine transcarbamylase or argininosuccinic acid synthetase.
BUPHENYL is indicated for treatment of all patients with neonatal-onset deficiency (complete enzymatic deficiency,
presenting within the first twenty-eight days of life). It is also indicated for treatment of patients with late-onset disease
(partial enzymatic deficiency, presenting after the first month of life) who have a history of hyperammonemic
encephalopathy. It is important that the diagnosis be made early and treatment initiated immediately to improve clinical
outcomes. BUPHENYL must be combined with dietary protein restriction and, in some cases, essential amino acid
supplementation. We distribute BUPHENYL in the United States.
BUPHENYL is known as AMMONAPS outside of North America and Japan. On December 28, 2018, we sold our
rights to AMMONAPS outside of North America and Japan to Immedica. We previously distributed AMMONAPS through
a commercial partner in Europe and other non-U.S. markets. On October 27, 2020, we sold our rights to develop and
commercialize BUPHENYL in Japan to Immedica. We have retained our rights to BUPHENYL in North America.
QUINSAIR
QUINSAIR is a formulation of the antibiotic drug levofloxacin, suitable for inhalation via a nebulizer and indicated for
the management of chronic pulmonary infections due to Pseudomonas aeruginosa in adult patients with cystic fibrosis, or
CF. CF is a rare, life-threatening genetic disease affecting approximately 70,000 people worldwide, and results in buildup of
abnormally thick secretions that can cause chronic lung infections and progressive lung damage in many patients that
eventually leads to death.
QUINSAIR’s route of delivery allows higher concentrations of drug in the lung sputum than can be achieved via
systemic (for example, oral) administration. QUINSAIR, as approved in Canada and Latin America, is administered twice
daily in twenty-eight-day cycles, using a hand-held nebulizer with a disposable handset known as the Zirela® device,
manufactured by our partner PARI Pharma GmbH, or PARI, and configured specifically for use with QUINSAIR.
QUINSAIR is not approved in the United States.
Chronic pulmonary infections due to Pseudomonas aeruginosa are currently treated primarily with inhaled antibiotics,
including tobramycin, an aminoglycoside-class antibiotic sold by Novartis Pharmaceuticals Corporation as TOBI® or in dry-
powder-inhalation format as TOBI Podhaler® and sold by others in generic form, aztreonam, a monobacter-class antibiotic
which is marketed in an inhaled formulation by Gilead Sciences, Inc. under the tradename Cayston®, and colistimethate
sodium, a polymixin-class antibiotic which is approved and marketed in inhaled formulations in Europe. Tobramycin,
aztreonam and colistimethane are primarily effective against gram-negative bacteria such as Pseudomonas aeruginosa.
However, the prevalence of multi-drug-resistant Pseudomonas aeruginosa is growing. Thus, we believe there is an unmet
need that might be addressed with a new class of inhaled antibiotic such as the fluoruquinolone class that levofloxacin
represents.
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INFLAMMATION SEGMENT
Our inflammation segment includes PENNSAID 2% w/w, or PENNSAID 2%, DUEXIS, RAYOS and VIMOVO.
PENNSAID 2%
PENNSAID 2% is indicated for the treatment of pain of osteoarthritis, or OA, of the knee(s). OA is a type of arthritis
that is caused by the breakdown and eventual loss of the cartilage of one or more joints.
An analgesic that is easy-to-apply topically directly to the knee, PENNSAID 2% contains diclofenac sodium, a
commonly prescribed NSAID to treat OA pain, and dimethyl sulfoxide, or DMSO, a penetrating agent that helps ensure that
diclofenac sodium is absorbed through the skin to the site of inflammation and pain. Topical NSAIDs such as PENNSAID
2% are generally viewed as safer alternatives to oral NSAID treatment because they reduce systemic exposure to a fraction of
that of an oral NSAID. PENNSAID 2% is the only topical NSAID offered with the convenience of a metered-dose pump,
which ensures that the patient receives the correct amount of PENNSAID 2% solution with each use. PENNSAID 2%
competes primarily with the generic version of Voltaren Gel 1%, a market leader in the topical NSAID category.
DUEXIS
DUEXIS is indicated for the relief of signs and symptoms of rheumatoid arthritis, or RA, and OA and to decrease the
risk of developing upper-GI ulcers in patients who are taking ibuprofen for these indications. RA is a chronic disease that
causes pain, stiffness and swelling, primarily in the joints.
DUEXIS provides a fixed-dose combination in tablet form of ibuprofen, the most widely prescribed NSAID, and
famotidine, a well-established GI agent used to treat dyspepsia, gastroesophageal reflux disease and active ulcers.
Fixed-dose combination therapy provides significant advantages over multiple-pill regimens: fixed-dose combinations
can reduce the number of pills taken; ensure that the correct dose of each component is taken at the correct time, improving
compliance; and is often associated with better treatment outcomes.
In general, DUEXIS faces competition from the separate use of NSAIDs for pain relief and GI medications to address
the risk of NSAID-induced ulcers. However, the prescribing information for DUEXIS states that DUEXIS should not be
substituted with the single-ingredient products of ibuprofen and famotidine. DUEXIS competes with other NSAIDs,
including Celebrex®, manufactured by Pfizer Inc., and celecoxib, a generic form of the medicine supplied by other
pharmaceutical companies. DUEXIS also competes with TIVORBEX™ (indomethacin) capsules, VIVLODEX®
(meloxicam) capsules and ZORVOLEX ® (diclofenac) capsules marketed by Iroko Pharmaceuticals, LLC.
RAYOS
RAYOS is indicated for the treatment of multiple conditions: RA; ankylosing spondylitis, or AS; polymyalgia
rheumatica, or PMR; primary systemic amyloidosis; asthma; chronic obstructive pulmonary disease; systemic lupus
erythematosus, or SLE; and a number of other conditions. We focus our promotion of RAYOS on rheumatology indications,
including RA and PMR.
RAYOS is composed of an active core containing prednisone that is encapsulated by an inactive porous shell, and acts
as a barrier between the medicine’s active core and the patient’s gastrointestinal, or GI, fluids. RAYOS was developed using
Vectura’s proprietary GeoClock™ and GeoMatrix™ technologies, for which we hold an exclusive worldwide license for the
delivery of glucocorticoid, a class of corticosteroid. The delivery system enables a delayed release, synchronizing the
prednisone delivery time with the patient’s elevated cytokine levels, thereby taking effect at a physiologically optimal point
to inhibit cytokine production, and thus significantly reducing the signs and symptoms of RA and PMR.
RA is a chronic disease that causes pain, stiffness and swelling, primarily in the joints; PMR is an inflammatory
disorder that causes significant muscle pain and stiffness; SLE is a chronic autoimmune disease that primarily affects women
and causes inflammation and pain in the joints and muscles as well as overall fatigue.
14
RAYOS competes with a number of medicines in the market to treat RA, including corticosteroids, such as prednisone;
traditional disease-modifying anti-rheumatic drugs, or DMARDs, such as methotrexate; and biologic agents, such as Humira
and Enbrel. The majority of RA patients are treated with DMARDs, which are typically used as initial therapy in patients
with RA. Biologic agents are typically added to DMARDs as combination therapy. It is common for an RA patient to take a
combination of a DMARD, an oral corticosteroid, a non-steroidal anti-inflammatory drug, or NSAID, and/or a biologic
agent.
Outside the United States, RAYOS is sold and marketed as LODOTRA. Effective January 1, 2019, we amended our
license and supply agreements with Jagotec AG and Skyepharma AG, which are affiliates of Vectura. Under these
amendments, our rights to LODOTRA in Europe were transferred to Vectura. We ceased recording LODOTRA revenue
from January 1, 2019. See “Manufacturing, Commercial, Supply and License Agreements” below for further details of the
amendments.
VIMOVO
VIMOVO is indicated for the relief of signs and symptoms of OA, RA and AS and to decrease the risk of developing
gastric ulcers in patients at risk of developing NSAID-associated gastric ulcers. It is a proprietary, fixed-dose, delayed-
release tablet that combines enteric-coated naproxen, an NSAID, surrounded by a layer of immediate-release esomeprazole
magnesium. Naproxen has proven anti-inflammatory and analgesic properties, and esomeprazole magnesium reduces the
stomach acid secretions that can cause upper-GI ulcers. Both naproxen and esomeprazole magnesium have well-documented
and excellent long-term safety profiles, and both medicines have been used by millions of patients worldwide. VIMOVO has
been shown to decrease the risk of developing gastric ulcers in patients at risk of developing NSAID associated gastric ulcers.
Patent litigation is currently pending in the United States District Court for the District of New Jersey and the Court of
for marketing a generic version of VIMOVO before the expiration of certain of our patents listed in the Orange
Appeals for the Federal Circuit against Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Ltd., or collectively Dr.
Laboratories Inc. and Dr. Reddy’s Laboratories Ltd., or collectively Dr.
Reddy’s,
Book. The cases arise from Paragraph IV Patent Certification notice letters from Dr. Reddy’s, advising that it had filed an
Abbreviated New Drug Application, or ANDA, with the FDA seeking approval to market generic versions of VIMOVO
before the expiration of the patents-in-suit. On July 30, 2019, the Federal Circuit Court of Appeals denied our request for a
rehearing of the Court’s invalidity ruling against the two patents for VIMOVO coordinated-release tablets. As a result, the
District Court entered judgment in September 2019 invalidating these patents, which ended any restriction against the FDA
from granting final approval to Dr. Reddy’s generic version of VIMOVO. On February 18, 2020, the FDA granted final
approval for Dr. Reddy’s generic version of VIMOVO. On February 27, 2020, Dr. Reddy’s launched its generic version of
VIMOVO in the United States. Patent litigation against Dr. Reddy’s for infringement continues with respect to certain other
patents in the New Jersey District Court. We have repositioned our promotional efforts previously directed to VIMOVO to
our other inflammation segment medicines and expect that our VIMOVO net sales will continue to decrease in future
periods.
In addition, similar to DUEXIS, VIMOVO faces competition from the separate use of NSAIDs for pain relief and GI
medications to address the risk of NSAID-induced ulcers. However, the prescribing information for VIMOVO states that
VIMOVO should not be substituted with the single-ingredient products of naproxen and esomeprazole magnesium. In
addition to the generic version of VIMOVO launched by Dr. Reddy’s, VIMOVO also competes with other NSAIDs,
including Celebrex, TIVORBEX, VIVLODEX and ZORVOLEX.
15
Research and Development
Our 14 research and development programs currently include preclinical and clinical development of new medicine
candidates, as well as development programs that are intended to maximize the benefit and value of our existing medicines.
We devote significant resources to research and development activities associated with our medicines and medicine
candidates. The graphic below summarizes our significant research and development activities in order of the program stage,
from post-market to preclinical:
MEDICINE / PROGRAM
DESCRIPTION
PRECLINICAL
PHASE 1
PHASE 2
PHASE 3
PHASE 3b/4
KRYSTEXXA Immunomodulation
(cid:135) MIRROR randomized controlled trial
KRYSTEXXA Nephrology
(cid:135) PROTECT open-label trial in kidney transplant
patients with uncontrolled gout
KRYSTEXXA Shorter Infusion Duration
(cid:135) Open-label trial
KRYSTEXXA Monthly Dosing
(cid:135) Open-label trial
KRYSTEXXA Retreatment
(cid:135) Open-label trial
TEPEZZA Chronic Thyroid Eye Disease
(cid:135) Randomized controlled trial in chronic TED
TEPEZZA Thyroid Eye Disease
(cid:135) OPTIC-X: Phase 3 extension trial
HZN-825 Diffuse Cutaneous Systemic Sclerosis
(cid:135) Phase 2b pivotal trial
HZN-825 Interstitial Lung Diseases
(cid:135) Phase 2b pivotal trial in IPF
TEPEZZA Diffuse Cutaneous Syst
ff
emic Sclerosis
TEPEZZA Subcutaneous Administration
HZN-003 Next-Gen Uncontrolled Gout
HZN-007 Next-Gen Uncontrolled Gout(1)
Novel Gout Targets
(cid:135) Exploratory trial
(cid:135) Exploratory trial, including Halozyme’s
ENHANZE technology
(cid:135) Exploration of optimized uricase and
optimized PEGylation for uncontrolled gout
(cid:135) Exploration of optimized uricase and
PASylation for uncontrolled gout
(cid:135) Exploration of novel approaches
to treating gout with Hemoshear
Programs in bold are expected to initiate in 2021. (1) Being developed under a collaboration agreement with XL Protein GmbH.
MIRROR: Trial evaluating the use of KRYSTEXXA in combination with methotrexate to increase the response rate. PROTECT: Trial evaluating the effect of KRYSTEXXA on serum uric acid levels in kidney transplant patients with uncontrolled gout.
OPTIC-X: Open-label extension trial of the Phase 3 trial evaluating TEPEZZA for the treatment of Thyroid Eye Disease. IPF: Idiopathic pulmonary fibrosis. TED: Thyroid Eye Disease.
Our research and development programs are focused on our development candidate HZN-825, the most recent addition
to our pipeline, and growth drivers TEPEZZA and KRYSTEXXA. Six of our 14 programs are expected to begin in 2021.
The following describes our programs for HZN-825, TEPEZZA and KRYSTEXXA, followed by our other clinical programs.
HZN-825 Clinical Programs
HZN-825 is an oral lysophosphatidic acid 1 receptor (LPAR1) antagonist candidate we acquired in April 2020 that we
are developing as a potential treatment of fibrotic diseases with significant unmet need.
LPAR1 signaling has been implicated in fibrosis and inflammation; furthermore, research, preclinical and clinical
evidence supports the anti-fibrotic potential of LPAR1 antagonism across organ systems, including lung and skin. The results
of an eight-week placebo-controlled Phase 2a trial of HZN-825, for example, showed evidence of potential clinical benefit in
patients with diffuse cutaneous systemic sclerosis, or dcSSc, with a numerically greater median reduction in the modified
Rodnan skin thickness score, or mRSS, from baseline to Week 8. However, the timeframe was likely too short to show
statistically significant clinical benefit. Data from the 16-week open-label extension period of the same trial, however,
suggest that longer treatment duration could show more meaningful benefit: 79 percent of patients (11 of 14 patients) who
received 24 weeks of continuous treatment responded with a clinically significant 5-or-more point reduction in mRSS.
Additionally, proof of concept for LPAR1 antagonism in idiopathic pulmonary fibrosis, or IPF, has been demonstrated
with differentiated forced vital capacity, or FVC, outcomes compared to the current treatments. FVC is a measure of lung
capacity used to assess the progression of lung disease and the effectiveness of treatment. The mechanistic rationale for
HZN-825 also supports evaluation in other interstitial lung disease, or ILD, conditions.
Our HZN-825 clinical programs include studying HZN-825 in dcSSc and ILDs. We expect to initiate two HZN-825
Phase 2b pivotal trials in 2021, one in dcSSc and the other in IPF. The primary endpoint for both trials will be FVC.
16
HZN-825 Diffuse Cutaneous Systemic Sclerosis
dcSSc is a rare, chronic, progressive autoimmune disease in which excess collagen production causes skin thickening
and hardening, or fibrosis, over large areas of the skin and internal organs. It can progress to internal organ damage. Given
that there is no compelling evidence that current treatments halt disease progression, and dcSSc has a high mortality rate, it
represents a significant unmet need. We expect to initiate a Phase 2b pivotal trial to evaluate HZN-825 in the treatment of
dcSSc in 2021. We expect to enroll approximately 300 patients, who will be randomized in a 1:1:1 ratio to receive HZN-825
300 mg once daily, HZN-825 300 mg twice daily, or placebo, for 52 weeks. The primary endpoint of the trial will be change
in FVC after 52 weeks. We expect enrollment to take approximately two years and so, with a one-year endpoint, we expect
data to be available in 2024.
HZN-825 Interstitial Lung Diseases – Idiopathic Pulmonary Fibrosis
We expect to initiate a Phase 2b pivotal trial to evaluate HZN-825 in the treatment of IPF in 2021. This trial is part of
our clinical development program for HZN-825 in ILDs. IPF, the most common ILD, is a rare, progressive lung disease with
a median survival rate of less than five years. While current treatments may slow disease progression, there is no evidence
that they stabilize or reverse the disease. In addition, significant tolerability and compliance issues are associated with the
current anti-fibrotic therapies. However, lung transplant has lower survival rates than other solid-organ transplants, and
among lung transplants, survival is lower for pulmonary fibrosis patients compared with those with other diagnoses such as
cystic fibrosis or chronic obstructive pulmonary disease. Therefore, IPF represents a significant unmet need.
TEPEZZA Clinical Programs
In addition to OPTIC-X, the extension trial of the TEPEZZA Phase 3 OPTIC clinical trial, we have three other
TEPEZZA programs: TEPEZZA Chronic Thyroid Eye Disease and TEPEZZA Subcutaneous Administration, which are
further studies of TEPEZZA in TED; and TEPEZZA Diffuse Cutaneous Systemic Sclerosis, which will explore TEPEZZA in
the potential additional indication of dcSSc. Our clinical strategy for TEPEZZA is to maximize the value of the medicine for
patients and its long-term potential.
On December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of
recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the DPA that dramatically restricted
capacity available for the production of TEPEZZA at our drug product contract manufacturer, Catalent. See “Impact of
COVID-19” above for further information relating to the impact of the supply disruption on our TEPEZZA clinical programs.
“
TEPEZZA Chronic Thyroid Eye Disease
We expect to initiate a randomized, placebo-controlled trial of TEPEZZA in patients with chronic TED in 2021,
contingent on the normalization of TEPEZZA supply. The disease in patients with chronic TED is no longer progressive or
inflammatory; however, patients may continue to experience proptosis, diplopia, pain and other debilitating eye symptoms
that can impair their quality of life. Signaling through the IGF-1R drives many of these symptoms. Given that IGF-1R is
still present at heightened levels in orbital fibroblasts from surgical samples of chronic TED patients, the TEPEZZA
mechanism of action that inhibits IGF-1R appears to be relevant in chronic disease. While the TEPEZZA prescribing
information is broad and encompasses all patients with TED, including chronic TED patients, our objective for the Chronic
Thyroid Eye Disease trial is to generate data to better inform the physician community who may wish to use TEPEZZA in
treating their chronic TED patients as well as to better inform the payer community about the benefits of TEPEZZA in
treating chronic TED, given that patients with chronic TED were not studied in the Phase 3 clinical program.
Target enrollment for the chronic TED randomized controlled trial is approximately 40 patients, with a two-to-one ratio
of patients who will receive infusions of TEPEZZA or placebo once every three weeks for a total of eight infusions. The
primary endpoint is the change in proptosis in the study eye from baseline at Week 24. After the initial 24-week treatment
period, proptosis non-responders may choose to enter an additional 24-week open-label treatment period.
TEPEZZA OPTIC-X
OPTIC-X is an extension trial of OPTIC, the TEPEZZA Phase 3 confirmatory clinical trial, in which 82.9 percent of
TEPEZZA patients achieved the primary endpoint, defined as a reduction of proptosis of at least 2 mm, compared to 9.5
percent of placebo patients.
17
In OPTIC-X, placebo patients who participated in the OPTIC trial had the option to participate in the extension trial
and receive eight infusions of TEPEZZA. In July 2020, we announced OPTIC-X results that showed that 89 percent of
OPTIC placebo patients who then entered OPTIC-X and received a course of TEPEZZA achieved the primary endpoint of a
reduction in proptosis of 2 mm or more at Week 24. These patients had TED diagnoses for an average of one year compared
with an average of six months for patients in OPTIC. OPTIC-X is in its final stage of completion.
In addition, there were a small number of TEPEZZA patients in the OPTIC 48-week off-treatment follow-up period
who relapsed, which was defined as: (i) patients who lost at least 2 mm of their proptosis improvement during the 48-week
off-treatment period, even if the proptosis was substantially better than at OPTIC baseline; or (ii) patients who had a
substantial increase in the number of inflammatory signs or symptoms during the 48-week off-treatment period without
worsening proptosis. Of the small number of TEPEZZA patients who relapsed during the off-treatment period, more than 60
percent experienced at least 2 mm of proptosis improvement with an additional course of TEPEZZA in OPTIC-X.
Of note, the majority of TEPEZZA patients who were proptosis responders at Week 24 of OPTIC maintained their
proptosis response at Week 72, the end of the 48-week off-treatment follow-up period. In addition, there were no new safety
concerns in either the 48-week off-treatment follow-up period, or in OPTIC-X, during which patients received additional
TEPEZZA treatment. The OPTIC-X and OPTIC 48-week off-treatment follow-up period data underscore the long-term
durability of clinical benefits from TEPEZZA treatment, the potential for retreatment, and the efficacy of TEPEZZA in
patients with longer duration of TED.
TEPEZZA Diffuse Cutaneous Systemic Sclerosis
We plan to initiate an exploratory TEPEZZA trial in dcSSc as part of our approach to evaluate additional indications
for TEPEZZA in 2021, contingent on the normalization of TEPEZZA supply. Literature suggests that the mechanism of
action of TEPEZZA, which is to block the IGF-1R, could have an impact on fibrotic processes, such as those that are relevant
to dcSSc. The objective of the exploratory trial is to investigate the safety, tolerability and effect of TEPEZZA on IGF-1R
inflammatory/fibrotic biomarkers to inform potential subsequent larger and longer duration clinical trials.
TEPEZZA Subcutaneous Administration
The objective of the TEPEZZA subcutaneous administration trial is to explore the potential for additional
administration options for TEPEZZA, which could provide greater flexibility for patients and physicians. We initiated a
pharmacokinetic trial in 2020 to explore subcutaneous dosing of TEPEZZA, which is currently administered by infusion. In
addition, in 2020 we announced a global collaboration and licensing agreement with Halozyme to develop a subcutaneous
formulation using Halozyme’s ENHANZE® drug-delivery technology. This technology is based on its patented recombinant
human hyaluronidase enzyme, or rHuPH20, which has been shown to remove traditional limitations on the volume of
biologics that can be delivered subcutaneously. By using rHuPH20, some biologics and compounds that are administered
intravenously may instead be delivered subcutaneously. This delivery technology has been shown in studies to shorten time
for administration of certain medicines. We expect to initiate our early clinical work of TEPEZZA with the Halozyme
delivery technology for subcutaneous administration in 2021.
KRYSTEXXA Clinical Programs
Our five KRYSTEXXA programs aim to maximize the value of KRYSTEXXA in three ways: increasing the response
rate of the medicine, allowing broader populations of patients with uncontrolled gout to benefit from KRYSTEXXA and
improving the patient experience with the medicine.
KRYSTEXXA MIRROR Randomized Clinical Trial
We are evaluating the use of immunomodulation with KRYSTEXXA to increase the response rate of the medicine in
our MIRROR randomized control trial, or RCT.
18
As with many biologic medicines, some people treated with KRYSTEXXA develop anti-drug antibodies as part of an
immune response to the medicine and lose response to therapy. In the KRYSTEXXA Phase 3 pivotal trials, 42 percent of
patients achieved a complete response, defined as the proportion of sUA responders (sUA < 6 mg/dL) at Months 3 and 6.
There is well-documented evidence that the addition of immunomodulators to biological therapies can decrease rates of
immunogenicity, as the immunomodulators work to reduce the formation of anti-drug antibodies to the medicine, allowing it
to maintain appropriate blood levels over a longer period of time. Furthermore, there is a growing body of evidence
supporting the immunomodulation approach for KRYSTEXXA: results of several trials and case series using KRYSTEXXA
with immunomodulators have demonstrated response rates ranging between 70 and 100 percent, significantly higher than the
42 percent response rate achieved in the KRYSTEXXA Phase 3 clinical program.
Our MIRROR RCT, which we initiated in June 2019, is a 12-month trial evaluating KRYSTEXXA with methotrexate,
the immunomodulator most commonly used by rheumatologists, and results are expected by year-end 2021. Enrollment in
the MIRROR RCT was completed in 2020 with 145 patients, exceeding its target enrollment by 10 patients. The trial is
designed to support the potential for registration and modification of our KRYSTEXXA FDA label to include
immunomodulation with methotrexate.
The MIRROR RCT was preceded by our smaller MIRROR open-label trial, which also evaluated the use of the
immunomodulator methotrexate with KRYSTEXXA to increase the response rate and was completed in 2019. Of the 14
patients in the trial, 79 percent achieved a complete response, defined as the proportion of sUA responders (sUA < 6 mg/dL)
at Month 6. The 79 percent response rate is clinically importantly higher than the 42 percent response rate in the
KRYSTEXXA Phase 3 clinical program. No new safety concerns associated with the combination were identified.
One of the trials supporting the immunomodulation approach is the RECIPE trial, an investigator-initiated trial partially
funded by Horizon, and the first randomized controlled trial, or RCT, to evaluate the effect of the use of KRYSTEXXA with
an immunomodulator to increase the response rate. Data presented in 2020 showed that 86 percent of patients who received
KRYSTEXXA with the immunomodulator mycophenolate mofetil, or MMF, achieved a complete response rate at 12 weeks
compared to 40 percent of placebo patients on KRYSTEXXA alone. Furthermore, 68 percent of the immunomodulation
patients achieved a sustained response 12 weeks off MMF but continuing on KRYSTEXXA therapy, compared to 30 percent
of placebo patients.
KRYSTEXXA PROTECT Trial in Kidney Transplant Patients with Uncontrolled Gout
PROTECT is an open-label clinical trial evaluating the effect of KRYSTEXXA on sUA levels in adults with
uncontrolled gout who have undergone a kidney transplant, with the objective of demonstrating that KRYSTEXXA can
provide effective disease control in a severe uncontrolled gout population. Kidney transplant patients have more than a
tenfold increase in the prevalence of gout when compared to the general population, and literature suggests that persistently
high sUA levels can be associated with organ rejection. Managing uncontrolled gout is one of the most common and
significant unmet needs of kidney transplant patients. In January 2021, we completed enrollment in the PROTECT open-
label trial.
We announced interim PROTECT data in 2020 that showed that KRYSTEXXA improved the management of
uncontrolled gout in this very sensitive transplant population without compromising kidney function. This data was
presented as part of the 2020 American Society of Nephrology Kidney Week. The interim data indicated that the estimated
glomerular filtration rate, a measurement of kidney function, remained stable throughout the initial period of KRYSTEXXA
treatment. The data also showed reductions in pain and disability scores.
KRYSTEXXA Retreatment
As part of our clinical objective to explore ways for KRYSTEXXA to benefit wider uncontrolled gout patient
populations, we plan to initiate an open-label trial in 2021 to evaluate KRYSTEXXA co-administered with methotrexate in
patients who previously failed therapy after having developed an immune response to KRYSTEXXA when taken alone.
Patients who have previously failed KRYSTEXXA have limited options available to address their uncontrolled gout.
KRYSTEXXA Shorter Infusion Duration
We initiated an open-label trial in the fourth quarter of 2020 to evaluate the impact of administering KRYSTEXXA
with methotrexate over a significantly shorter infusion duration. Currently, KRYSTEXXA is infused over a two-hour or
longer timeframe. This shorter infusion duration trial is assessing up to three new infusion durations: 60-minute, 45-minute-
and 30-minute durations. A shorter infusion duration could meaningfully improve the experience for patients, physicians and
sites of care.
19
KRYSTEXXA Monthly Dosing
We plan to initiate an open-label trial in 2021 to evaluate a monthly dosing regimen of KRYSTEXXA with
methotrexate to treat people with uncontrolled gout. The current dosing schedule for KRYSTEXXA is every other week.
Our new monthly dosing trial will assess the impact on patients of receiving twice the current dose of KRYSTEXXA
monthly, instead of the current bi-weekly dosing regimen.
Other Clinical Programs
HZN-003, HZN-007 and the HemoShear programs are all exploring innovative approaches to improve the treatment of
uncontrolled gout, with the objective to enhance our leadership position in the treatment of this painful, debilitating systemic
disease.
HZN-003: Potential Next-Generation Biologic for Uncontrolled Gout Using Optimized Uricase and Optimized
PEGylation Technology
A potential biologic for uncontrolled gout, HZN-003 is a pre-clinical, genetically engineered uricase with optimized
PEGylation technology that has the potential to improve the half-life and reduce immunogenicity of this molecule. In
addition, it has the potential for subcutaneous dosing. HZN-003 is licensed from MedImmune LLC, the global biologics
research and development arm of the AstraZeneca Group.
HZN-007: PASylated Uricase for Uncontrolled Gout Using Optimized Uricase and PASylation Technology
HZN-007 is a PASylated uricase, resulting from a collaboration program to identify uncontrolled gout biologic
candidates. HZN-007 is a pre-clinical medicine candidate, using PASylation technology as a biological alternative to
synthetic PEGylation. PASylation is a novel approach for extending the half-life of pharmaceutically active proteins and
reducing immunogenicity with the potential for subcutaneous dosing.
HemoShear Gout Discovery Collaboration
We have a collaboration agreement with HemoShear Therapeutics, LLC, to discover and develop novel therapeutics for
gout. The collaboration provides us an opportunity to address unmet treatment needs for people with gout by evaluating new
targets for the control of sUA levels as well as new targets to address the inflammation associated with acute flares of gout.
Viela Clinical Programs
On January 31, 2021, we entered into an agreement to acquire Viela, and the acquisition is expected to close in the first
quarter of 2021. Viela has a deep mid-stage biologics pipeline for autoimmune and severe inflammatory diseases, with four
candidates currently in nine development programs. Each molecule targets central pathways that are implicated in a wide
range of autoimmune diseases.
Uplizna® Clinical Programs
Targeting the autoantibody pathway, Uplizna is a humanized monoclonal antibody that works by binding to CD19, a
cell-surface molecule broadly expressed throughout the B cell development, including plasmablasts. In the autoantibody
pathway, autoantibodies secreted by a subset of B cells (plasmablasts, plasma cells) attack native tissues as opposed to
foreign pathogens. Uplizna depletes B cells and the pathogenic cells that produce autoantibodies. Uplizna was approved by
the FDA in June 2020 for the treatment of neuromyelitis optica spectrum disorder, or NMOSD. Viela is pursuing three
additional indications for Uplizna: myasthenia gravis, IgG4-related disease and kidney transplant desensitization.
Myasthenia Gravis, or MG, is a chronic, rare, autoimmune neuromuscular disease that affects voluntary muscles,
especially those that control the eyes, mouth, throat and limbs. In severe cases, respiratory muscles may be compromised.
Viela initiated its Phase 3 trial in MG in the third quarter of 2020 to assess the safety and efficacy of Uplizna in this disease.
IgG4-related disease refers to a group of disorders marked by tumor-like swelling and fibrosis of affected organs, such
as the pancreas, salivary glands and kidneys. It is primarily treated by rheumatologists, and rheumatology is one of our key
therapeutic areas. Viela has a Phase 3 trial underway to assess whether Uplizna can reduce flares in the absence of
concomitant steroid treatment. Similar to many other autoimmune diseases, chronic steroid therapy is the current treatment
approach, which has a significant and toxic side-effect profile.
20
Uplizna is also being evaluated in a Phase 2 proof-of-concept trial in kidney transplant desensitization. Desensitization
is aimed at reducing alloantibodies that often preclude patients with end-stage renal disease, or ESRD, from finding a
matching organ and result in poor post-transplant outcomes through antibody mediated graft rejection. Given the at-risk
patient population studied, this trial was paused in 2020 due to COVID-19.
VIB4920 Clinical Programs
VIB4920 targets the CD40/CD40 ligand co-stimulatory pathway. In this pathway, overstimulation of immune cells can
be triggered by interaction of CD40/CD40L, leading to an immune response cascade and overproduction of molecules that
mediate inflammation. Several autoimmune diseases are associated with the overactivation of the CD40/CD40 ligand co-
stimulatory pathway. A CD40 ligand antagonist, VIB4920 is a fusion protein that binds to CD40 ligand, disrupting this
pathway and reducing autoantibody production. VIB4920 is being studied by Viela for three potential indications: Sjögren’s
syndrome, kidney transplant rejection and RA.
Sjögren’s syndrome, the second most common rheumatic disease after RA, is a chronic, systemic autoimmune
condition that impacts exocrine glands, including the salivary glands and tear glands. Inflammation and destruction of these
glands lead to dry eye and dry mouth. In severe cases, the joints, lungs, skin, blood and kidneys may be also affected. There
are currently no treatments approved for Sjögren’s syndrome. In patients with for Sjögren’s syndrome, both CD40 ligand
and its receptor, CD40, are overexpressed in inflamed tissues. Targeting this pathway with VIB4920 may reduce
inflammation and tissue damage. VIB4920 is in a Phase 2b trial for Sjögren’s syndrome.
Kidney transplant rejection occurs when the immune system detects an organ transplant as a threat and attacks it,
resulting in organ rejection. The current standard of care to prevent transplant rejection involves a combination of various
immunosuppressants and calcineurin inhibitors, the latter of which is associated with kidney toxicity. Viela is conducting a
small Phase 2 proof-of-concept study with VIB4920 in kidney transplant rejection, evaluating if a combination of the
immunosuppressant, belatacept, and VIB4920 can be effective in preventing transplant rejection while reducing renal
toxicity.
VIB4920 is also in a Phase 2 trial in active RA, a chronic inflammatory disorder characterized by progressive
destruction of the joints. The primary objectives of this study are to better understand the pharmacodynamic and
pharmacokinetic effects of VIB4920 and to further optimize its dosing regimen.
VIB7734 Clinical Programs
VIB 7734 targets the innate immunity pathway. In this pathway, there is an overproduction of pro-inflammatory
cytokines secreted by plasmacytoid dendritic cells, or pDCs. pDCs play a critical role in autoimmune signaling,
inflammation and associated tissue damage through cytokine production. VIB7734 is a human monoclonal antibody that
binds to a unique cell surface receptor on pDCs called ILT7, causing pDC depletion. Depleting these cells may interrupt the
vicious cycle of inflammation that causes tissue damage in diseases such as lupus, dermatomyositis and a variety of other
autoimmune conditions. VIB 7734 has the potential to become a novel treatment for autoimmune diseases in which pDCs
overproduce interferons and other types of cytokines and chemokines. Viela is conducting two trials in VIB7734, one for
SLE and one for COVID-19-related acute lung injury.
pDCs play a key role in SLE, a systemic autoimmune disease in which the body's immune system attacks an
individual’s tissues and organs. Inflammation caused by SLE can affect many different body systems, including joints, skin,
kidneys, blood cells, brain, heart and lungs. With only one biologic approved and substantial room for improved efficacy,
SLE represents a significant unmet need. Viela recently announced plans for a Phase 2 trial in SLE after demonstrating
encouraging results from their Phase 1b cutaneous lupus erythematosus trial that suggested that VIB7734 has the potential to
meaningfully reduce skin lesions in lupus patients. The Phase 2 trial in SLE is expected to begin in the first half of 2021.
COVID-19-related acute lung injury is the result of immune overactivation which can cause lung injury. VIB7734 is
also in Phase 1 development for COVID-19-related acute lung injury.
VIB1116 Clinical Program
VIB1116 is a monoclonal antibody expected to begin a Phase 1 first-in-human trial in mid-2021 for autoimmune
diseases.
21
Distribution
We use central third-party logistics and FDA-compliant warehouses for storage and distribution of our medicines into
the supply chain. Our third-party logistics providers specialize in integrated operations that include warehousing and
transportation services that can be scaled and customized to our needs based on market conditions and the demands and
delivery service requirements for our medicines and materials. Their services eliminate the need to build dedicated internal
infrastructures that would be difficult to scale without significant capital investment. Our third-party logistics providers
warehouse all medicines in controlled FDA-registered facilities. Incoming orders are prepared and shipped through an order
entry system to ensure just in time delivery of the medicines.
Sales and Marketing
As of December 31, 2020, our sales force was composed of approximately 460 sales representatives consisting of
approximately 215 orphan sales representatives and 245 inflammation sales representatives.
Our orphan sales representatives focus on marketing our rare disease medicines to a limited number of healthcare
practitioners who specialize in fields such as pediatric immunology, allergy, infectious diseases, metabolic disorders,
rheumatology, nephrology, ophthalmology and endocrinology, to help them understand the potential benefits of our
medicines. We have entered into, and may continue to enter into, agreements with third parties for commercialization of our
medicines outside the United States.
We offer discount card and other programs such as our HorizonCares program to patients under which the patient
receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed
care vendor, we will pay for the full cost of the prescription. Patients are able to fill prescriptions for our inflammation
medicines through pharmacies participating in our HorizonCares patient assistance program, as well as other pharmacies. In
addition, we have business arrangements with pharmacy benefit managers, or PBMs, and other payers to secure formulary
status and reimbursement of our inflammation medicines. The business arrangements with the PBMs generally require us to
pay administrative fees and rebates to the PBMs and other payers for qualifying prescriptions.
We have a comprehensive compliance program in place to address adherence with various laws and regulations
relating to our sales, marketing, and manufacturing of our medicines, as well as certain third-party relationships, including
pharmacies. Specifically with respect to pharmacies, the compliance program utilizes a variety of methods and tools to
monitor and audit pharmacies, including those that participate in our patient assistance programs, to confirm their activities,
adjudication and practices are consistent with our compliance policies and guidance.
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Manufacturing, Commercial, Supply and License Agreements
We have agreements with third parties for active pharmaceutical ingredients, or APIs, and manufacturing of our
medicines, formulation and development services, fill, finish and packaging services, transportation, and distribution and
logistics services for certain medicines. In most cases, we retain certain levels of safety stock or maintain alternate supply
relationships that we can utilize without undue disruption of our manufacturing processes if a third party fails to perform its
contractual obligations.
TEPEZZA
TEPEZZA is produced by culture of a genetically engineered mammalian cell line containing the DNA which encodes
for teprotumumab-trbw, a fully human IgG1 monoclonal antibody. Cell culture broth is harvested and purified through
filtration processes and chromatography processes prior to being formulated, frozen and shipped to the site of drug product
manufacture. In support of its manufacturing process, we store multiple vials of teprotumumab-trbw master cell bank and
working cell bank at multiple locations in order to ensure adequate backup should any cell bank be lost in a catastrophic
event.
AGC Biologics Supply Agreement
In February 2018, we entered into a commercial supply agreement with AGC Biologics A/S (formerly known as CMC
Biologics A/S), or AGC, which was amended in May 2019, December 2019 and July 2020, for the supply of TEPEZZA drug
substance from AGC’s facilities in Copenhagen, Denmark; Seattle, Washington; and Boulder, Colorado. Pursuant to the
agreement, we have agreed to purchase certain minimum annual order quantities of TEPEZZA drug substance. In addition,
we must provide AGC with rolling forecasts of TEPEZZA drug substance requirements, with a portion of the forecast being a
firm and binding order. The agreement has a term that runs indefinitely. Either party may terminate the agreement by giving
notice at least three years in advance, but notice may not be given before February 14, 2022. Either party may also terminate
the agreement for the other party’s failure to pay any undisputed sum payable under the agreement within a specified period
of time, for a material breach by the other party if not cured within a specified period of time, upon the other party’s
insolvency, or in the event that any material permit or regulatory license is permanently revoked preventing the performance
of specified services by the other party.
AGC Development and Manufacturing Services Agreement
As a result of our acquisition of River Vision, we have a development and manufacturing services agreement with
AGC, dated June 10, 2015, which was amended in February 2018, for development and manufacturing services relating to
TEPEZZA drug substance. The agreement has a term that runs until the later of the date that all work under the agreement is
completed and June 2025, unless earlier terminated by us upon 30 days’ written notice. AGC can terminate the agreement
after AGC has completed its services by giving 180 days’ written notice, or sooner if certain conditions are met, or upon 60
business days’ notice if AGC reasonably concludes it cannot deliver the services under the agreement despite applying
commercially reasonable efforts. Either party may also terminate the agreement for the other party’s failure to pay any
undisputed sum payable under the agreement within a specified period of time, for a material breach by the other party if not
cured within a specified period of time, or upon the other party’s insolvency.
Catalent Indiana Supply Agreement
In December 2018, we entered into a commercial supply agreement with Catalent, for the supply of TEPEZZA drug
product. Pursuant to the agreement, we must provide Catalent with rolling forecasts of TEPEZZA drug product
requirements, with a portion of the forecast being a firm and binding order. The agreement has a term that runs until
December 18, 2023, and automatically renews for two successive two-year terms unless terminated by either party at least
two years in advance. The agreement may be terminated earlier by either party for a material breach by the other party, if not
cured within a specified period of time, or upon the other party’s insolvency.
On December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of
recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the DPA that dramatically restricted
capacity available for the production of TEPEZZA at Catalent. See “Impact of COVID-19
” above for further information.
“
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Roche License Agreement
As a result of our acquisition of River Vision, we have a license of intellectual property rights to TEPEZZA under a
license agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., or Roche, effective as of June 15, 2011, as
amended. Pursuant to the agreement, we have paid development and regulatory milestones totaling CHF10.0 million relating
to the United States. We may be obligated to pay Roche additional development and regulatory milestones for activities
outside the United States or for additional indications. We are also obligated to pay tiered royalties between 9 and 12 percent
on annual worldwide net sales. The royalty terminates upon the later of (a) the expiration date of the longest-lived patent
rights on a country-by-country basis; and (b) ten years after first commercial sale of TEPEZZA. Either party may terminate
the agreement upon the other party’s breach of the agreement, if not cured within a specified period of time, or in the event of
the other party’s bankruptcy or insolvency. Roche may also terminate the agreement if we challenge the validity of Roche’s
patents. We may also terminate the agreement within nine months written notice to Roche.
Lundquist Institute License Agreement
As a result of our acquisition of River Vision, we have a license of patent rights to TEPEZZA under a license
agreement with Lundquist Institute (formerly known as Los Angeles Biomedical Research Institute at Harbor-UCLA Medical
Center), or Lundquist, dated December 5, 2012. Pursuant to the agreement, we are obligated to pay Lundquist a royalty
payment of less than 1 percent of TEPEZZA net sales. The royalty terminates upon the expiration date of the longest-lived
Lundquist patent rights, which is December 2021 for the U.S. rights. We may terminate the agreement upon sixty days’ prior
written notice to Lundquist. Either party may terminate the agreement upon the other party’s material breach of the
agreement if not cured within a specified period of time. Lundquist may also terminate the agreement in the event of our
bankruptcy or insolvency.
Boehringer Ingelheim Biopharmaceuticals License Agreement
As a result of our acquisition of River Vision, we have a license of certain manufacturing technology for TEPEZZA
under a license agreement with Boehringer Ingelheim Biopharmaceuticals, effective as of December 21, 2016. Pursuant to
the agreement, we may be obligated to pay Boehringer Ingelheim Biopharmaceuticals milestone payments totaling low-
single-digit million euros upon the achievement of certain TEPEZZA sales milestones. Either party may terminate the
agreement upon the other party’s material breach of the agreement if not cured within a specified period of time. Boehringer
Ingelheim Biopharmaceuticals may also terminate the agreement if we challenge the validity of certain of its patent rights.
Other Agreements
In addition to the above supply and license agreements, under the agreement for the acquisition of River Vision, we are
required to pay up to $325.0 million upon the attainment of various milestones, composed of $100.0 million related to FDA
approval and $225.0 million related to net sales thresholds for TEPEZZA. We made a $100.0 million milestone payment
related to FDA approval during the first quarter of 2020. The agreement also includes a royalty payment of 3 percent of the
portion of annual worldwide net sales exceeding $300.0 million (if any).
In April 2020, we entered into an agreement with S.R. One, Limited, or S.R. One, and an agreement with
S.R. One, Limited, or S.R. One,
Lundbeckfond Invest A/S, or Lundbeckfond, pursuant to which we acquired all of S.R. One’s and Lundbeckfond’s beneficial
rights to proceeds from certain contingent future TEPEZZA milestone and royalty payments in exchange for a one-time
payment of $55.0 million to each of the respective parties. As a result of our agreements with S.R. One and Lundbeckfond in
April 2020, our remaining net obligations to make TEPEZZA payments to the former stockholders of River Vision was
reduced by approximately 70.25%, after including payments to a third party.
KRYSTEXXA
KRYSTEXXA is produced by fermentation of a genetically engineered Escherichia coli bacterium containing the DNA
which encodes for uricase. The complementary DNA coding for the uricase is based on mammalian sequences. Uricase is
purified and is then PEGylated with a PEGylation agent to produce the bulk medicine, pegloticase. PEGylation and
purification of the active drug substance is achieved by conventional column chromatography. The resulting highly purified
sterile solution is filled in a single-use vial for intravenous infusion following dilution. In support of its manufacturing
process, we store multiple vials of the Escherichia coli bacterium master cell bank and working cell bank at multiple
locations in order to ensure adequate backup should any cell bank be lost in a catastrophic event.
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NOF Supply Agreement
In August 2015, Crealta Holdings LLC, or Crealta, and NOF Corporation, or NOF, entered into an exclusive supply
agreement, which was amended in November 2018 and January 2021, for the PEGylation agent used in the manufacture of
KRYSTEXXA. We assumed this agreement as part of our acquisition of Crealta in January 2016, or the Crealta
acquisition. Under the terms of this agreement, we are required to issue NOF forecasts of our requirements for the
PEGylation agent, a portion of which are binding. Under the agreement, we are obligated to purchase a certain minimum
quantity of the PEGylation agent over specified periods of time and we are required to use NOF as our exclusive supplier for
the PEGylation agent, subject to certain exceptions if NOF is unable to supply the PEGylation agent. The agreement expires
in October 2024 unless earlier terminated by either party upon three years’ prior written notice. Either we or NOF may also
terminate the agreement upon a material breach, if not cured within a specified period of time, or in the event of the other
party’s insolvency.
Bio-Technology General (Israel) Supply Agreement
In March 2007, Savient Pharmaceuticals, Inc. (as predecessor in interest to Crealta), or Savient, entered into a
commercial supply agreement with Bio-Technology General (Israel) Ltd, or BTG Israel, which was subsequently amended,
for the production of the bulk KRYSTEXXA medicine, or bulk product. We assumed this agreement as part of the Crealta
acquisition and further amended the agreement in September 2016. Under this agreement, we have agreed to purchase
certain minimum annual order quantities and are obligated to purchase at least 80 percent of our annual world-wide bulk
product requirements from BTG Israel. The term of the agreement runs until December 31, 2030, and will automatically
renew for successive three-year periods unless earlier terminated by either party upon three years’ prior written notice. The
agreement may be terminated earlier by either party in the event of a force majeure, liquidation, dissolution, bankruptcy or
insolvency of the other party, uncured material breach by the other party or after January 1, 2024, upon three years’ prior
written notice. Under the agreement, if the manufacture of the bulk product is moved out of Israel, we may be required to
obtain the approval of the Israel Innovation Authority (formerly known as Israeli Office of the Chief Scientist), or IIA,
because certain KRYSTEXXA intellectual property was initially developed with a grant funded by the IIA. We issue
eighteen-month forecasts of the volume of KRYSTEXXA that we expect to order. The first six months of the forecasts are
considered binding firm orders.
Exelead PharmaSource Supply Agreement
In October 2008, Savient and Exelead, Inc. (formerly known as Sigma Tau PharmaSource, Inc. (as successor in interest
to Enzon Pharmaceuticals, Inc.)), or Exelead, entered into a commercial supply agreement, which was subsequently
amended, for the packaging and supply of the final drug product KRYSTEXXA. This agreement remains in effect until
terminated, and either we or Exelead may terminate the agreement with three years notice, given thirty days prior to the
agreement anniversary date. Either we or Exelead may also terminate the agreement upon a material default, if not cured
within a specified period of time, or in the event of the other party’s insolvency or bankruptcy.
Duke University and Mountain View Pharmaceutical License Agreement
In August 1998, Savient entered into an exclusive, worldwide license agreement with Duke University, or Duke, and
Mountain View Pharmaceuticals Inc., or MVP, which was subsequently amended, and which we acquired as part of the
Crealta acquisition. Duke developed the recombinant uricase enzyme used in KRYSTEXXA and MVP developed the
PEGylation technology used in the manufacture of KRYSTEXXA. Duke and MVP may terminate the agreement if we
commit fraud or for our willful misconduct or illegal conduct; upon our material breach of the agreement, if not cured within
a specified period of time; upon written notice if we have committed two or more material breaches under the agreement; or
in the event of our bankruptcy or insolvency. Under the terms of the agreement, we are obligated to pay Duke a mid-single
digit percentage royalty on our global net sales of KRYSTEXXA and a royalty of between 5 percent and 15 percent on any
global sublicense revenue. We are also obligated to pay MVP a mid-single digit percentage royalty on our net sales of
KRYSTEXXA outside of the United States and royalty of between 5 percent and 15 percent on any sublicense revenue
outside of the United States.
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RAVICTI
We have clinical and commercial supplies of glycerol phenylbutyrate API manufactured for us by two alternate
suppliers, Helsinn Advanced Synthesis SA (Switzerland) and Patheon Austria GmbH & Co KG (formerly DSM Fine
Chemicals Austria) on a purchase-order basis until 2025. We have manufacturing agreements for finished RAVICTI drug
product with Lyne Laboratories, Inc. and PCI Pharma Services.
Bausch Health Asset Purchase Agreement
As a result of our acquisition of Hyperion Therapeutics, Inc., or Hyperion, in May 2015, or the Hyperion acquisition,
we became subject to an asset purchase agreement with Bausch Health Companies, Inc. (formerly Ucyclyd Pharma, Inc.), or
Ucyclyd Pharma, Inc.), or
Bausch,
pursuant to which we are obligated to pay to Bausch mid single-digit royalties on our global net sales of RAVICTI.
The asset purchase agreement cannot be terminated for convenience by either party. We have a license to certain Bausch
h
manufacturing technology related to RAVICTI; however Bausch is permitted to terminate the license if we fail to comply
y
with any payment obligations relating to the license and do not cure such failure within a defined time period.
Brusilow License Agreement
As a result of the Hyperion acquisition, we became subject to a license agreement, as amended, with Saul W. Brusilow,
aul W. Brusilow,
d Brusilow Enterprises, Inc., or Brusilow, pursuant to which we license patented technology related to RAVICTI
M.D. and
from Brusilow. Under such agreement, we are obligated to pay low-single digit royalties to Brusilow on net sales of
RAVICTI that are, or were, covered by a valid claim of a licensed patent. The license agreement may be terminated for any
uncured breach as well as bankruptcy. We may also terminate the agreement at any time by giving Brusilow prior written
notice, in which case all rights granted to us would revert to Brusilow.
PROCYSBI
PROCYSBI drug product is composed of enteric-coated beads of cysteamine bitartrate encapsulated in gelatin capsules
or packaged directly into packets. PROCYSBI drug product and API, cysteamine bitartrate, are manufactured and packaged
on a contract basis by third parties.
Cambrex Profarmaco Milano Supply Agreement
As a result of the Raptor acquisition, we assumed an API supply agreement, as amended, with Cambrex Profarmaco
Milano, or Cambrex, related to PROCYSBI API. Pursuant to the agreement, we must provide rolling, non-binding forecasts,
with a portion of the forecast being the minimum floor of the firm order that must be placed. The Cambrex supply agreement
has a term that runs until November 30, 2022, and which renews for successive two-year terms if not terminated at least one
year in advance.
Patheon Manufacturing Services Agreement
As a result of our acquisition of Raptor Pharmaceutical Corp, in October 2016, or the Raptor acquisition, we assumed a
manufacturing services agreement, as amended, with Patheon Pharmaceuticals Inc., or Patheon, for the manufacture and
supply of PROCYSBI capsules and granules. Pursuant to the agreement, we must provide a rolling, non-binding forecast of
PROCYSBI, with a portion of the forecast being a firm written order. The agreement has a term that runs until December 31,
2023 and which automatically renews for successive two-year terms if not terminated at least eighteen months in advance. In
addition, we have separate agreement with another third-party contract manufacturer for the packaging of PROCYSBI
granules.
UCSD License Agreement
In May 2017, we entered into an amended and restated license agreement with The Regents of the University of
California, San Diego, or UCSD, which was amended in September 2018. We must pay UCSD a royalty in the mid-single
digits on net sales of PROCYSBI in countries where PROCYSBI is covered by a patent right, and a royalty in the low-single
digits on net sales of PROCYSBI in countries where PROCYSBI is not covered by a patent right.
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ACTIMMUNE
ACTIMMUNE is a recombinant protein that is produced by fermentation of a genetically engineered Escherichia coli
bacterium containing the DNA which encodes for the human protein. Purification of the active drug substance is achieved by
conventional column chromatography. The resulting active drug substance is then formulated as a highly purified sterile
solution and filled in a single-use vial for subcutaneous injection, which is the ACTIMMUNE finished drug product. In
support of its manufacturing process, we and Boehringer Ingelheim RCV GmbH & Co KG, or Boehringer Ingelheim, store
multiple vials of the Escherichia coli bacterium master cell bank and working cell bank in order to ensure adequate backup
should any cell bank be lost in a catastrophic event.
RCV GmbH & Co KG, or
OTHER MEDICINES
ORPHAN SEGMENT
BUPHENYL API is manufactured on a contract basis by a third party and final manufacturing, testing and packaging
of the medicine is provided by another third party. QUINSAIR drug product, its API, levofloxacin hemihydrate, and the
Zirela nebulizer device are all manufactured on a contract basis by three separate third parties.
INFLAMMATION SEGMENT
PENNSAID 2% is manufactured on a contract basis by a third party. The two API’s for DUEXIS are manufactured on
a contract basis by two separate third parties. The final packaged form of DUEXIS is provided on a contract basis from an
additional third party. We purchase API for RAYOS from a contract manufacturer. In addition, we have contracted with two
separate third-party manufacturers for the production of RAYOS tablets and for the packaging and assembling of RAYOS.
The two API’s for VIMOVO are manufactured on a contract basis by two separate third parties. The final packaged form of
VIMOVO is provided on a contract basis from an additional third party.
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Intellectual Property
Our objective is to aggressively patent the technology, inventions and improvements that we consider important to the
development of our business. We have a portfolio of patents and applications based on clinical and
pharmacokinetic/pharmacodynamic modeling discoveries, and our novel formulations. We intend to continue filing patent
applications seeking intellectual property protection as we generate anticipated formulation refinements, new methods of
manufacturing and clinical trial results.
We will only be able to protect our technologies and medicines from unauthorized use by third parties to the extent that
valid and enforceable patents or trade secrets cover them. As such, our commercial success will depend in part on receiving
and maintaining patent protection and trade secret protection of our technologies and medicines as well as successfully
defending these patents against third-party challenges.
The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual
questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims
allowed in such companies’ patents has emerged to date in the United States. The patent situation outside the United States is
even more uncertain. Changes in either the patent laws or in interpretations of patent laws in the United States or other
countries may diminish the value of our intellectual property. Accordingly, we cannot predict the breadth of claims that may
be allowed or enforced in our patents or in third-party patents. For example:
•
•
•
•
•
•
•
•
we or our licensors might not have been the first to make the inventions covered by each of our pending patent
applications and issued patents;
we or our licensors might not have been the first to file patent applications for these inventions;
others may independently develop similar or alternative technologies or duplicate any of our technologies;
it is possible that none of our pending patent applications or the pending patent applications of our licensors will
result in issued patents;
our issued patents and the issued patents of our licensors may not provide a basis for commercially viable drugs,
or may not provide us with any competitive advantages, or may be challenged and invalidated by third parties;
we may not be successful in any patent litigation to enforce our patent rights, including our pending patent
litigation regarding PENNSAID 2%, DUEXIS and/or PROCYSBI;
we may not develop additional proprietary technologies or medicine candidates that are patentable; or
the patents of others may have an adverse effect on our business.
TEPEZZA
We have licenses to U.S. and foreign patents and applications covering TEPEZZA. If not otherwise invalidated, those
patents expire between December 2021 and 2029. We continue to prosecute and pursue patent protection to obtain additional
patent coverage on TEPEZZA and its uses. Additionally, we have a biologic exclusivity in the United States covering
TEPEZZA that will expire in 2032.
KRYSTEXXA
We have licenses to U.S. and foreign patents and applications covering KRYSTEXXA. If not otherwise invalidated,
those patents expire between 2023 and 2030. We continue to prosecute and pursue patent protection to obtain additional
patent coverage on KRYSTEXXA and its uses.
In the United States, KRYSTEXXA has received twelve years of biologic exclusivity, expiring in 2022.
RAVICTI
We have ownership of or licenses to U.S. and foreign patents and patent applications covering RAVICTI. If not
otherwise invalidated, those patents expire between 2030 and 2036. We license our rights to patents and patent applications
outside of North America to Immedica. We continue to prosecute and pursue patent protection to obtain additional patent
coverage on RAVICTI and its uses.
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In the United States, RAVICTI received two separate orphan drug exclusivities for two patient populations. The first
of those orphan drug exclusivities expired on February 1, 2020, and the second will expire on April 28, 2024. Under our
settlement and license agreement with Par Pharmaceutical, Inc., Par may enter the market on July 1, 2025, or earlier in certain
circumstances. We also have settlement and license agreements with Lupin Limited and Lupin Pharmaceuticals, Inc., or
collectively Lupin; and Annora Pharma Private Limited and Hetero USA, Inc., or collectively Annora, pursuant to which
Lupin and Annora may enter the market on July 1, 2026, or earlier under certain circumstances.
PROCYSBI
University
We have U.S. and foreign patents and patent applications covering PROCYSBI, as well as licenses from the University
of California, San Diego
invalidated, those patents expire between 2027 and 2034. We continue to prosecute and pursue patent protection to obtain
additional patent coverage on PROCYSBI and its uses.
to U.S. and foreign patents and patent applications covering PROCYSBI. If not otherwise
PROCYSBI received marketing authorization in September 2013 from the European Commission, or the EC, for
marketing in the European Union, or EU, as an orphan medicinal product for the management of proven NC.
PROCYSBI received ten years of market exclusivity, through 2023, as an orphan drug in Europe. PROCYSBI
received seven years of market exclusivity, through 2022, for patients two years of age to less than six years of age, and
seven years of market exclusivity, through 2024, for patients one year of age to less than two years of age, as an orphan drug
in the United States. During December 2017, the FDA awarded pediatric exclusivity to PROCYSBI in the United States,
which adds an additional six-month exclusivity period to the end of each orphan exclusivity period and patent term covering
PROCYSBI.
ACTIMMUNE
We have licenses to U.S. patents covering ACTIMMUNE. If not otherwise invalidated, those patents expire in 2022.
QUINSAIR
We have U.S. and foreign patents and patent applications covering QUINSAIR, as well as licenses from PARI and
Tripex Pharmaceuticals, LLC to U.S. and foreign patents and patent applications covering QUINSAIR. If not otherwise
invalidated, those patents expire between 2026 and 2032. We continue to prosecute and pursue patent protection to obtain
additional patent coverage on QUINSAIR and its uses.
QUINSAIR received ten years of market exclusivity in the EU, beginning with its March 2015 marketing authorization
and expiring in March 2025.
PENNSAID 2%
We have ownership of U.S. patents and patent applications covering PENNSAID 2%. We also co-own other U.S.
patent applications with Mallinckrodt LLC. If not otherwise invalidated, those patents expire between 2027 and 2030. Under
our settlement agreements with Amneal Pharmaceuticals, LLC., Teligent, Inc., Perrigo Company plc, Taro Pharmaceuticals
Industries Ltd., and Lupin, such parties may enter the market on October 17, 2027, or earlier under certain circumstances.
DUEXIS
We have multiple patents and patent applications related to DUEXIS. Unless otherwise invalidated, those patents
expire in 2026. Under a settlement agreement with Par Pharmaceutical, Inc. and Par Pharmaceutical Companies, Inc., or
collectively Par, Par may enter the market on January 1, 2023, or earlier under certain circumstances.
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RAYOS
We have an exclusive license to U.S. patents and patent applications from Vectura covering RAYOS. Under our
settlement agreement with Teva Pharmaceuticals Industries Limited (formerly known as Actavis Laboratories FL, Inc., which
itself was formerly known as Watson Laboratories, Inc. – Florida), or Teva, Teva may enter the market on December 23,
2022, or earlier under certain circumstances.
VIMOVO
We have licenses to U.S. patents and patent applications and trademarks covering VIMOVO from Nuvo
Pharmaceuticals (Ireland) Designated Activity Company, or Nuvo, and AstraZeneca AB. We co-own other U.S. patents and
patent applications with Nuvo. If not otherwise invalidated, those in-licensed patents expire between 2022 and 2031.
For a description of our legal proceedings related to intellectual property matters, see Note 16 of the Notes to
Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K.
Third-Party Coverage and Reimbursement
In both U.S. and foreign markets, our ability to commercialize our medicines successfully depends in significant part
on the availability of coverage and adequate reimbursement to healthcare providers from third-party payers, including, in the
United States, government payers such as the Medicare and Medicaid programs, managed care organizations and private
health insurers. Third-party payers are increasingly challenging the prices charged for medicines and examining their cost
effectiveness, in addition to their safety and efficacy. This is especially true in markets where over-the-counter and generic
options exist. Even if coverage is made available by a third-party payer, the reimbursement rates paid for covered medicines
might not be adequate. For example, third-party payers may use tiered coverage and may adversely affect demand for our
medicines by not covering our medicines or by placing them in a more expensive formulary tier relative to competitive
medicines (where patients have to pay relatively more out of pocket than for medicines in a lower tier). We cannot be certain
that our medicines will be covered by third-party payers or that such coverage, where available, will be adequate, or that our
medicines will successfully be placed on the list of drugs covered by particular health plan formularies. Many states in the
United States have also created preferred drug lists for use in their Medicaid programs and include drugs on those lists only
when the manufacturers agree to pay a supplemental rebate. The industry competition to be included on such formularies and
preferred drug lists often leads to downward pricing pressures on pharmaceutical companies. Also, third-party payers may
refuse to include a particular branded drug on their formularies or otherwise restrict patient assistance to a branded drug when
a less costly generic equivalent or other therapeutic alternative is available. In addition, because each third-party payer
individually approves coverage and reimbursement levels, obtaining coverage and adequate reimbursement is a time-
consuming and costly process. We may be required to provide scientific and clinical support for the use of any medicine to
each third-party payer separately with no assurance that approval would be obtained, and we may need to conduct
pharmacoeconomic studies to demonstrate the cost effectiveness of our medicines for formulary coverage and
reimbursement. Even with studies, our medicines may be considered less safe, less effective or less cost-effective than
competitive medicines, and third-party payers may not provide coverage and adequate reimbursement for our medicines or
our medicine candidates. These pricing and reimbursement pressures may create negative perceptions to any medicine price
increases, or limit the amount we may be able to increase our medicine prices, which may adversely affect our medicine sales
and results of operations. Where coverage and reimbursement are not adequate, physicians may limit how much or under
what circumstances they will prescribe or administer such medicines, and patients may decline to purchase them. This, in
turn, could affect our ability to successfully commercialize our medicines and impact our profitability, results of operations,
financial condition, and future success.
The U.S. market has seen a trend in which retail pharmacies have become increasingly involved in determining which
prescriptions will be filled with the requested medicine or a substitute medicine, based on a number of factors, including
potentially perceived medicine costs and benefits, as well as payer medicine substitution policies. Many states have in place
requirements for prescribers to indicate “dispense as written” on their prescriptions if they do not want pharmacies to make
medicine substitutions; these requirements are varied and not consistent across states. We may need to increasingly spend
time and resources to ensure the prescriptions written for our medicines are filled as written, where appropriate.
Coverage policies, third-party reimbursement rates and medicine pricing regulation have been subject to significant
change, and may change further at any time, particularly given recent political focus on the pharmaceutical industry. Even if
favorable coverage and adequate reimbursement status is attained for one or more medicines, less favorable coverage policies
and reimbursement rates may be implemented in the future.
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Government Regulation
The FDA and comparable regulatory agencies in state and local jurisdictions and in foreign countries impose extensive
requirements upon the clinical development, pre-market approval, manufacture, labeling, marketing, promotion, pricing,
import, export, storage and distribution of medicines. These agencies and other regulatory agencies regulate research and
development activities and the testing, approval, manufacture, quality control, safety, effectiveness, labeling, storage,
recordkeeping, advertising and promotion of drugs and biologics. Failure to comply with applicable FDA or foreign
regulatory agency requirements may result in warning letters, fines, civil or criminal penalties, additional reporting
obligations and/or agency oversight, suspension or delays in clinical development, recall or seizure of medicines, partial or
total suspension of production or withdrawal of a medicine from the market.
In the United States, the FDA regulates drug products under the Federal Food, Drug, and Cosmetic Act and its
implementing regulations and biologics additionally under the Public Health Service Act. The process required by the FDA
before medicine candidates may be marketed in the United States generally involves the following:
•
•
•
•
•
•
•
submission to the FDA of an investigational new drug, or IND, which must become effective before human
clinical trials may begin and must be updated annually;
completion of extensive pre-clinical laboratory tests and pre-clinical animal studies, all performed in accordance
with the FDA’s Good Laboratory Practice, or GLP, regulations;
performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the
medicine candidate for each proposed indication;
submission to the FDA of a new drug application, or NDA, or BLA as appropriate, after completion of all pivotal
clinical trials to demonstrate the safety, purity and potency of the medicine candidate for the indication for use;
a determination by the FDA within sixty days of its receipt of an NDA or BLA to file the application for review;
satisfactory completion of an FDA pre-approval inspection of the manufacturing facilities to assess compliance
with the FDA’s current good manufacturing practices, or cGMPs, regulations for pharmaceuticals; and
FDA review and approval of an NDA or BLA prior to any commercial marketing or sale of the medicine in the
United States.
The development and approval process requires substantial time, effort and financial resources, and we cannot be
certain that any approvals for our medicine candidates will be granted on a timely basis, if at all.
The results of pre-clinical tests (which include laboratory evaluation as well as GLP studies to evaluate toxicity in
animals) for a particular medicine candidate, together with related manufacturing information and analytical data, are
submitted as part of an IND to the FDA. The IND automatically becomes effective thirty days after receipt by the FDA,
unless the FDA, within the thirty-day time period, raises concerns or questions about the conduct of the proposed clinical
trial, including concerns that human research subjects will be exposed to unreasonable health risks. In such a case, the IND
sponsor and the FDA must resolve any outstanding concerns before the clinical trial can begin. IND submissions may not
result in FDA authorization to commence a clinical trial. A separate submission to an existing IND must also be made for
each successive clinical trial conducted during medicine development. Further, an independent institutional review board, or
IRB, for each medical center proposing to conduct the clinical trial must review and approve the plan for any clinical trial
before it commences at that center and it must monitor the study until completed. The FDA, the IRB or the sponsor may
suspend a clinical trial at any time on various grounds, including a finding that the subjects or patients are being exposed to
an unacceptable health risk. Clinical testing also must satisfy extensive good clinical practice regulations and regulations for
informed consent and privacy of individually identifiable information. Similar requirements to the U.S. IND are required in
the European Economic Area, or the EEA, and other jurisdictions in which we may conduct clinical trials.
Clinical Trials. For purposes of NDA or BLA submission and approval, clinical trials are typically conducted in the
following sequential phases, which may overlap:
•
•
Phase 1. Studies are initially conducted in a limited population to test the medicine candidate for safety, dose
tolerance, absorption, distribution, metabolism, and excretion, typically in healthy humans, but in some cases in
patients.
Phase 2. Studies are generally conducted in a limited patient population to identify possible adverse effects and
safety risks, explore the initial efficacy of the medicine for specific targeted indications and to determine dose
range or pharmacodynamics. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain
information prior to beginning larger and more expensive Phase 3 clinical trials.
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•
•
Phase 3. These are commonly referred to as pivotal studies. When Phase 2 evaluations demonstrate that a dose
range of the medicine is effective and has an acceptable safety profile, Phase 3 clinical trials are undertaken in
large patient populations to further evaluate dosage, provide substantial evidence of clinical efficacy and further
test for safety in an expanded and diverse patient population at multiple, geographically dispersed clinical trial
centers.
Phase 4. The FDA may approve an NDA or BLA for a medicine candidate, but require that the sponsor conduct
additional clinical trials to further assess the medicine after approval under a post-marketing commitment or
post- marketing requirement. In addition, a sponsor may decide to conduct additional clinical trials after the
FDA has approved a medicine. Post-approval trials are typically referred to as Phase 4 clinical trials.
The results of drug development, pre-clinical studies and clinical trials are submitted to the FDA as part of an NDA or
BLA, as appropriate. Applications also must contain extensive chemistry, manufacturing and control information.
Applications must be accompanied by a significant user fee. Once the submission has been accepted for filing, the FDA’s
goal is to review applications within twelve months of submission or, if the application relates to an unmet medical need in a
serious or life-threatening indication, eight months from submission. The review process is often significantly extended by
FDA requests for additional information or clarification. The FDA will typically conduct a pre-approval inspection of the
manufacturer to ensure that the medicine can be reliably produced in compliance with cGMPs and will typically inspect
certain clinical trial sites for compliance with good clinical practice, or GCP. The FDA may refer the application to an
advisory committee for review, evaluation and recommendation as to whether the application should be approved. The FDA
is not bound by the recommendation of an advisory committee, but it typically follows such recommendations. The FDA
may deny approval of an application by issuing a Complete Response Letter if the applicable regulatory criteria are not
satisfied. A Complete Response Letter may require additional clinical data and/or trial(s), and/or other significant, expensive
and time- consuming requirements related to clinical trials, pre-clinical studies or manufacturing. Data from clinical trials are
not always conclusive and the FDA may interpret data differently than we or our collaborators interpret data. Approval may
occur with boxed warnings on medicine labeling or Risk Evaluation and Mitigation Strategies, or REMS, which limit the
labeling, distribution or promotion of a medicine. Once issued, the FDA may withdraw medicine approval if ongoing
regulatory requirements are not met or if safety problems occur after the medicine reaches the market. In addition, the FDA
may require testing, including Phase 4 clinical trials, and surveillance programs to monitor the safety effects of approved
medicines which have been commercialized and the FDA has the power to prevent or limit further marketing of a medicine
based on the results of these post-marketing programs or other information.
Clinical Trials in the EU. Clinical trials of medicinal products in the EU must be conducted in accordance with EU
and national regulations and the international council for harmonization, or ICH, guidelines on GCP. Additional GCP
guidelines from the EC, focusing in particular on traceability, apply to clinical trials of advanced therapy medicinal products.
The sponsor must take out a clinical trial insurance policy, and in most EU countries, the sponsor is liable to provide “no
fault” compensation to any study subject injured in the clinical trial.
Prior to commencing a clinical trial, the sponsor must obtain a clinical trial authorization from the competent authority,
and a positive opinion from an independent ethics committee. The application for a clinical trial authorization must include,
among other things, a copy of the trial protocol and an investigational medicinal product dossier containing information about
the manufacture and quality of the medicinal product under investigation. Currently, clinical trial authorization applications
must be submitted to the competent authority in each EU Member State in which the trial will be conducted. Under the new
Regulation on Clinical Trials, which is expected to take effect in 2021, there will be a centralized application procedure
where one national authority takes the lead in reviewing the application and the other national authorities have only a limited
involvement. Any substantial changes to the trial protocol or other information submitted with the clinical trial applications
must be notified to or approved by the relevant competent authorities and ethics committees. The requirements and process
governing the conduct of clinical trials, product licensing, pricing and reimbursement vary from country to country. In all
cases, the clinical trials are conducted in accordance with GCP and the applicable regulatory requirements and the ethical
principles that have their origin in the Declaration of Helsinki. Medicines used in clinical trials must be manufactured in
accordance with cGMP.
During the development of a medicinal product, the European Medicines Agency, or EMA, and national medicines
European Medicines Agency, or EMA,
regulators within the EU provide the opportunity for dialogue and guidance on the development program. At the EMA level,
this is usually done in the form of scientific advice, which is given by the Scientific Advice Working Party of the Committee
for Medicinal Products for Human Use. A fee is incurred with each scientific advice procedure. Advice from the EMA is
typically provided based on questions concerning, for example, quality (chemistry, manufacturing and controls testing),
nonclinical testing and clinical studies, and pharmacovigilance plans and risk-management programs.
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Orphan Medicines. Under the Orphan Drug Act, the FDA may designate a medicine as an “orphan drug” if it is
intended to treat a rare disease or condition, meaning that it affects fewer than 200,000 individuals in the United States, or
more in cases in which there is no reasonable expectation that the cost of developing and making a medicine available in the
United States for treatment of the disease or condition will be recovered from sales of the medicine. A company must request
orphan drug designation before submitting an NDA for the drug and rare disease or condition. If the request is granted, the
FDA will disclose the identity of the therapeutic agent and its potential use. Orphan drug designation does not shorten the
Prescription Drug User Fee Act, or PDUFA, goal dates for the regulatory review and approval process, although it does
convey certain advantages such as tax benefits and exemption from the PDUFA application fee.
If a medicine with orphan designation receives the first FDA approval for the disease or condition for which it has such
designation or for a select indication or use within the rare disease or condition for which it was designated, the medicine
generally will receive orphan drug exclusivity. Orphan drug exclusivity means that the FDA may not approve another
sponsor’s marketing application for the same drug for the same indication for seven years, except in certain limited
circumstances. Orphan exclusivity does not block the approval of a different drug for the same rare disease or condition, nor
does it block the approval of the same drug for different indications. If a drug designated as an orphan drug ultimately
receives marketing approval for an indication broader than what was designated in its orphan drug application, it may not be
entitled to exclusivity. Orphan exclusivity will not bar approval of another medicine under certain circumstances, including
if a subsequent medicine with the same drug for the same indication is shown to be clinically superior to the approved
medicine on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company with
orphan drug exclusivity is not able to meet market demand.
In the EU, Regulation (EC) No 141/2000 and Regulation (EC) No. 847/2000 provide that a medicine can be designated
as an orphan medicinal product by the EC if its sponsor can establish: that the medicine is intended for the diagnosis,
prevention or treatment of (1) a life-threatening or chronically debilitating condition affecting not more than five in ten
thousand persons in the EU when the application is made, or (2) a life-threatening, seriously debilitating or serious and
chronic condition in the EU and that without incentives it is unlikely that the marketing of the medicinal product in the EU
would generate sufficient return to justify the necessary investment. For either of these conditions, the applicant must
demonstrate that there exists no satisfactory method of diagnosis, prevention or treatment of the condition in question that has
been authorized in the EU or, if such method exists, the medicinal product will be of significant benefit to those affected by
that condition. Once authorized, orphan medicinal products are entitled to ten years of market exclusivity in all EU Member
States (extendable to twelve years for medicines that have complied with an agreed pediatric investigation plan pursuant to
Regulation 1901/2006) and in addition a range of other benefits during the development and regulatory review process
including scientific assistance for study protocols, authorization through the centralized marketing authorization procedure
covering all member countries and a reduction or elimination of registration and marketing authorization fees. However,
marketing authorization may be granted to a similar medicinal product with the same orphan indication during the regulatory
exclusivity period with the consent of the marketing authorization holder for the original orphan medicinal product or if the
manufacturer of the original orphan medicinal product is unable to supply sufficient quantities. Marketing authorization may
also be granted to a similar medicinal product with the same orphan indication if this medicine is safer, more effective or
otherwise clinically superior to the original orphan medicinal product. The period of market exclusivity may, in addition, be
reduced to six years if, at the end of the fifth year, it can be demonstrated on the basis of available evidence that the criteria
for its designation as an orphan medicine are no longer satisfied, for example if the original orphan medicinal product has
become sufficiently profitable not to justify maintenance of market exclusivity.
Orphan designation in Great Britain following Brexit is largely aligned with the position in the EU, but is based on the
prevalence of the condition in Great Britain (for further details on the impact the United Kingdom, or UK, leaving the EU has
and will have, see the section entitled ‘The Impact of Brexit’ below).
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Other Regulatory Requirements. Medicines manufactured or distributed pursuant to FDA approvals are subject to
continuing regulation by the FDA, including recordkeeping, annual medicine quality review, payment of program fees and
reporting requirements. Adverse event experience with the medicine must be reported to the FDA in a timely fashion and
pharmacovigilance programs to proactively look for these adverse events are mandated by the FDA. Our medicines may be
subject to REMS requirements that affect labeling, distribution or post market reporting. Drug manufacturers and their
subcontractors are required to register their establishments with the FDA and certain state agencies, and are subject to
periodic unannounced inspections by the FDA and certain state agencies for compliance with ongoing regulatory
requirements, including cGMPs, which impose certain procedural and documentation requirements upon us and our third-
party manufacturers. Following such inspections, the FDA may issue notices on Form 483 and untitled letters or warning
letters that could cause us or our third-party manufacturers to modify certain activities. A Form 483 notice, if issued at the
conclusion of an FDA inspection, can list conditions the FDA investigators believe may have violated cGMP or other FDA
regulations or guidelines. In addition to Form 483 notices and untitled letters, failure to comply with the statutory and
regulatory requirements can subject a manufacturer to possible legal or regulatory action, such as suspension of
manufacturing, seizure of medicine, injunctive action, additional reporting requirements and/or oversight by the agency,
import alert or possible civil penalties. The FDA may also require us to recall a drug from distribution or withdraw approval
for that medicine.
The FDA closely regulates the post-approval marketing and promotion of pharmaceuticals, including standards and
regulations for direct-to-consumer advertising, dissemination of off-label information, industry-sponsored scientific and
educational activities and promotional activities involving the Internet, including certain social media activities. Medicines
may be marketed only for the approved indications and in accordance with the provisions of the approved label. Further, if
there are any modifications to the medicine, including changes in indications, labeling, or manufacturing processes or
facilities, we may be required to submit and obtain FDA approval of a new or supplemental application, which may require
us to develop additional data or conduct additional pre-clinical studies and clinical trials. Failure to comply with these
requirements can result in adverse publicity, untitled letters, corrective advertising and potential administrative, civil and
criminal penalties, as well as damages, fines, withdrawal of regulatory approval, the curtailment or restructuring of our
operations, the exclusion from participation in federal and state healthcare programs, additional reporting requirements and/or
oversight by the agency, and imprisonment, any of which could adversely affect our ability to sell our medicines or operate
our business and also adversely affect our financial results.
Physicians may, in their independent medical judgment, prescribe legally available pharmaceuticals for uses that are
not described in the medicine’s labeling and that differ from those tested by us and approved by the FDA. Such off-label
uses are common across certain medical specialties. Physicians may believe that such off-label uses are the best treatment for
many patients in varied circumstances. The FDA does not regulate the behavior of physicians in their choice of treatments.
The FDA does, however, impose stringent restrictions on manufacturers’ communications regarding off-label use.
Additionally, a significant number of pharmaceutical companies have been the target of inquiries and investigations by
various U.S. federal and state regulatory, investigative, prosecutorial and administrative entities in connection with the
promotion of medicines for off-label uses and other sales practices. These investigations have alleged violations of various
U.S. federal and state laws and regulations, including claims asserting antitrust violations, violations of the Food, Drug and
Cosmetic Act, false claims laws, the Prescription Drug Marketing Act, or PDMA, anti-kickback laws, and other alleged
violations in connection with the promotion of medicines for unapproved uses, pricing and Medicare and/or Medicaid
reimbursement. If our promotional activities, including any promotional activities that a contracted sales force may perform
on our behalf, fail to comply with these regulations or guidelines, we may be subject to warnings from, or enforcement action
by, these authorities. In addition, our failure to follow FDA rules and guidelines relating to promotion and advertising may
cause the FDA to issue warning letters or untitled letters, suspend or withdraw an approved medicine from the market,
require corrective advertising or a recall or institute fines or civil fines, additional reporting requirements and/or oversight or
could result in disgorgement of money, operating restrictions, injunctions or criminal prosecution, any of which could harm
our business. In addition, the distribution of prescription medicines is subject to the PDMA, which regulates the distribution
of drugs and drug samples at the federal level, and sets minimum standards for the registration and regulation of drug
distributors by the states. Both the PDMA and state laws limit the distribution of prescription medicine samples and impose
requirements to ensure accountability in distribution, including a drug pedigree which tracks the distribution of prescription
drugs. Further, under the Drug Quality and Security Act, drug manufacturers are subject to a number of requirements,
including, medicine identification, tracing and verification, among others, that are designed to detect and remove counterfeit,
stolen, contaminated or otherwise potentially harmful drugs from the U.S. drug supply chain.
Outside the United States, the ability of our partners and us to market a medicine is contingent upon obtaining
marketing authorization from the appropriate regulatory authorities. The requirements governing marketing authorization,
pricing and reimbursement vary widely from country to country and region to region.
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The EU and the EEA consist, at the time of writing, of the twenty-seven Member States of the EU (for details on the
impact the UK leaving the EU has and will have, see the section entitled “The Impact of Brexit” below), plus Norway,
Iceland and Liechtenstein which are Member States of the EEA. These Member States have all acceded to the single market
rules governing the supervision of medicinal products. Under the prevailing rules, medicinal products can only be
commercialized after obtaining a Marketing Authorization, or MA. There are three procedures for an MA to be obtained:
•
•
•
the Centralized MA, which is issued by the EC through the Centralized Procedure, based on the scientific
opinion of the Committee for Medicinal Products for Human Use of the EMA, and which is valid throughout the
entire territory of the EU/EEA. The Centralized Procedure is mandatory for certain types of products, such as (i)
biotechnology medicinal products such as genetic engineering, (ii) orphan medicinal products, (iii) medicinal
products containing a new active substance indicated for the treatment of AIDS, cancer, neurodegenerative
disorders, diabetes, autoimmune and viral diseases and (iv) advanced-therapy medicines, such as gene therapy,
somatic cell therapy or tissue-engineered medicines. The Centralized Procedure is optional for products
containing a new active substance not yet authorized in the EU/EEA, or for products that constitute a significant
therapeutic, scientific or technical innovation or which are in the interest of public health in the EU.
Decentralized Procedure MAs are available for products not falling within the mandatory scope of the
Centralized Procedure. An identical dossier is submitted to the competent authorities of each of the Member
States in which the MA is sought, one of which is selected by the applicant as the Reference Member State, or
RMS, to lead the evaluation of the regulatory submission. The competent authority of the RMS prepares a draft
assessment report, a draft summary of the product characteristics, or SmPC, and a draft of the labeling and
package leaflet as distilled from the preliminary evaluation, which are sent to the other Member States (referred
to as the Concerned Member States) for their approval. If the Concerned Member States raise no objections,
based on a potential serious risk to public health, to the assessment, SmPC, labeling, or packaging proposed by
the RMS, the RMS records the agreement, closes the procedure and informs the applicant accordingly. Each
Member State concerned by the procedure is required to adopt a national decision to grant a national MA in
conformity with the approved assessment report, SmPC and the labeling and package leaflet as approved. Where
a product has already been authorized for marketing in a Member State of the EEA, the granted national MA can
be used for mutual recognition in other Member States through the Mutual Recognition Procedure resulting in
progressive national approval of the product in the EU/EEA.
National MAs, which are issued by a single competent authority of the Member States of the EEA and only
covers their respective territory, are also available for products not falling within the mandatory scope of the
Centralized Procedure. Once a product has been authorized for marketing in a Member State of the EEA through
the National Procedure, this National MA can also be recognized in other Member States through the Mutual
Recognition Procedure.
Under the procedures described above, before granting the MA, the EMA or the competent authority(ies) of the
Member State(s) of the EEA prepare an assessment of the risk-benefit balance of the product against the scientific criteria
concerning its quality, safety and efficacy.
Under Regulation (EC) No 726/2004/EC and Directive 2001/83/EC (each as amended), the EU has adopted a
harmonized approach to data and market protection or exclusivity (known as the 8 + 2 + 1 formula). The data exclusivity
period begins to run on the date when the first MA is granted in the EU. It confers on the MA holder of the reference
medicinal product eight years of data exclusivity and ten years of market exclusivity. A reference medicinal product is
defined to mean a medicinal product authorized based on a full dossier consisting of pharmaceutical and pre-clinical testing
results and clinical trial data, such as a medicinal product containing a new active substance. The ten-year market protection
can be extended cumulatively to a maximum period of eleven years if during the first eight years of those ten years of
protection period, the MA holder obtains an authorization for one or more new therapeutic indications that are deemed to
bring a significant clinical benefit compared to existing therapies.
The exclusivity period means that an applicant for a generic medicinal product is not permitted to rely on pre-clinical
pharmacological, toxicological, and clinical data contained in the file of the reference medicinal product of the originator
until the first eight years of data exclusivity have expired. Thereafter, a generic product application may be submitted and
generic companies may rely on the pre-clinical and clinical data relating to the reference medicinal product to support
approval of the generic product. However, a generic product cannot market until ten years have elapsed from the initial
authorization of the reference medicinal product or eleven years if the protection period is extended, based on the formula of
8+2+1.
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In addition to the above, where an application is made for a new indication for a well-established substance, a non-
cumulative period of one year of data exclusivity may be granted, provided that significant pre-clinical or clinical studies
were carried out in relation to the new indication. Finally, where a change of classification of a medicinal product has been
authorized on the basis of significant pre-clinical tests or clinical trials, the competent authority shall not refer to the results of
those tests or trials when examining an application by another applicant for or holder of marketing authorization for a change
of classification of the same substance for one year after the initial change was authorized.
The 8 + 2 + 1 exclusivity scheme applies to products that have been authorized in the EU by the EC through the
Centralized Procedure or the competent authorities of the Member States of the EEA nationally, including through the
Decentralized and Mutual Recognition procedures.
For a medicinal product which has received orphan designation under Regulation 141/2000, it will, as set out in further
detail in the section entitled ‘Orphan Medicines’ above, benefit from a period of ten years of orphan market exclusivity which
essentially constitutes a period of market monopoly. During this period of orphan market exclusivity, no EU regulatory
authority is permitted to accept or approve an application for marketing authorization for a similar medicinal product or an
extension application for the same therapeutic indication. This period can be extended cumulatively to a total of twelve years
if the marketing authorization holder or applicant complies with the requirements for an agreed pediatric investigation plan
pursuant to Regulation 1901/2006.
The holder of a Centralized MA or National MA is subject to various obligations under the applicable EU laws, such as
pharmacovigilance obligations, requiring it to, among other things, report and maintain detailed records of adverse reactions,
and to submit periodic safety update reports, or PSURs, to the competent authorities. All new marketing authorization
applications must include a risk management plan, or RMP, describing the risk management system that the company will
put in place and documenting measures to prevent or minimize the risks associated with the product. The regulatory
authorities may also impose specific obligations as a condition of the marketing authorization. Such risk-minimization
measures or post-authorization obligations may include additional safety monitoring, more frequent submission of PSURs, or
the conduct of additional clinical trials or post-authorization safety studies. RMPs and PSURs are routinely available to third
parties requesting access, subject to limited redactions. All advertising and promotional activities for the product must be
consistent with the approved summary of product characteristics, and therefore all off-label promotion is prohibited. Direct-
to-consumer advertising of prescription medicines is also prohibited in the EU. The holder must also ensure that the
manufacturing and batch release of its product is in compliance with the applicable requirements. The MA holder is further
obligated to ensure that the advertising and promotion of its products complies with applicable EU laws and industry code of
practice as implemented in the domestic laws of the Member States of the EU/EEA. The advertising and promotional rules
are enforced nationally by the EU/EEA Member States.
The Impact of Brexit. The withdrawal of the UK from the EU (commonly referred to as “Brexit”) took effect on
January 31, 2020. Pursuant to the formal withdrawal arrangements agreed between the UK and the EU, the UK was subject
to a transition period that ended December 31, 2020, during which EU rules continued to apply. A Trade and Cooperation
Agreement, or the TCA, that outlines the future trading relationship between the UK and the EU was agreed in December
2020. Since a significant portion of the regulatory framework in the UK applicable to our business and our products is
derived from EU directives and regulations, Brexit has materially impacted the regulatory regime in the UK with respect to
the development, manufacture, importation, approval and commercialization of our products. The regulatory changes that are
a result of Brexit may also materially impact upon the development, manufacture, importation, approval and
commercialization of our products in the EU, should any development or manufacture of these products take place in the UK.
Great Britain is no longer covered by the EU’s procedures for the grant of marketing authorizations (Northern Ireland
will be covered by the centralized authorization procedure and can be covered under the decentralized or mutual recognition
procedures). A separate marketing authorization will be required to market drugs in Great Britain. However, for two years
from January 1, 2021, the UK’s regulator, the Medicines and Healthcare products Regulatory Agency, or MHRA, may adopt
decisions taken by the EC on the approval of new marketing authorizations through the centralized procedure, and the
MHRA will have regard to marketing authorizations approved in a country in the EEA (although in both cases a marketing
authorization will only be granted if any Great Britain-specific requirements are met). Various national procedures are now
available to place a drug on the market in the UK, Great Britain, or Northern Ireland, with the main national procedure
having a maximum timeframe of 150 days (excluding time taken to provide any further information or data required).
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The data exclusivity periods in the UK are currently in line with those in the EU, but the TCA provides that the periods
for both data and market exclusivity are to be determined by domestic law, and so there could be divergence in the future. It
is currently unclear whether the MHRA in the UK is sufficiently prepared to handle the increased volume of marketing
authorization applications that it is likely to receive.
Orphan designation in Great Britain following Brexit is based on the prevalence of the condition in Great Britain as
opposed to the current position where prevalence in the EU is the determinant. It is therefore possible that conditions that are
currently designated as orphan conditions in Great Britain will no longer be and that conditions that are not currently
designated as orphan conditions in the EU will be designated as such in Great Britain.
Healthcare Fraud and Abuse Laws. As a pharmaceutical company, certain federal and state healthcare laws and
regulations pertaining to fraud and abuse and patients’ rights are and will be applicable to our business. We may be subject
to various federal and state laws targeting fraud and abuse in the healthcare industry. For example, in the United States, there
are federal and state anti-kickback laws that prohibit the payment or receipt of kickbacks, bribes or other remuneration
intended to induce the purchase or recommendation of healthcare products and services or reward past purchases or
recommendations. Violations of these laws can lead to significant administrative, civil and criminal penalties, including
fines, imprisonment, additional reporting requirements and/or oversight if we become subject to a corporate integrity
agreement or similar agreement, and exclusion from participation in federal healthcare programs. These laws are applicable
to manufacturers of products regulated by the FDA, such as us, and pharmacies, hospitals, physicians and other potential
purchasers of such products.
The federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, receiving, offering or
paying remuneration, directly or indirectly, to induce either the referral of an individual, or the furnishing, recommending, or
arranging for a good or service, for which payment may be made under a federal healthcare program, such as the Medicare
and Medicaid programs. The term “remuneration” is defined as any remuneration, direct or indirect, overt or covert, in cash
or in kind, and has been broadly interpreted to include anything of value, including for example, gifts, discounts, the
furnishing of supplies or equipment, credit arrangements, payments of cash, waivers of payment, ownership interests and
providing anything at less than its fair market value. Several courts have interpreted the statute’s intent requirement to mean
that if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare covered
business, the statute may have been violated, and enforcement will depend on the relevant facts and circumstances. The
Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of
2010, or collectively the ACA, among other things, amended the intent requirement of the federal Anti-Kickback Statute to
state that a person or entity need not have actual knowledge of this statute or specific intent to violate it in order to have
committed a violation. In addition, the ACA provides that the government may assert that a claim including items or services
resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil
False Claims Act (discussed below) or the civil monetary penalties statute, which imposes penalties against any person who
is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should
know is for an item or service that was not provided as claimed or is false or fraudulent, or to have offered improper
inducements to federal health care program beneficiaries to select a particular provider or supplier. The federal Anti-
Kickback Statute is broad, and despite a series of narrow safe harbors, prohibits many arrangements and practices that are
lawful in businesses outside of the healthcare industry. Many states have also adopted laws similar to the federal Anti-
Kickback Statute, some of which apply to the referral of patients for healthcare items or services reimbursed by any source,
not only the Medicare and Medicaid programs, and do not contain identical safe harbors. In addition, where such activities
involve foreign government officials, they may also potentially be subject to the Foreign Corrupt Practices Act. Because of
the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of
our business activities, including our activities with physician customers, pharmacies, and patients, as well as our activities
pursuant to partnerships with other companies and pursuant to contracts with contract research organizations, could be
subject to challenge under one or more of such laws.
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The federal False Claims Act prohibits any person from knowingly presenting, or causing to be presented, a false claim
for payment to the federal government or knowingly making, using or causing to be made or used a false record or statement
material to a false or fraudulent claim to the federal government. A claim includes “any request or demand” for money or
property presented to the U.S. government. In addition, the ACA specified that a claim including items or services resulting
from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims
Act. The False Claims Act has been the basis for numerous enforcement actions and settlements by pharmaceutical and other
healthcare companies in connection with various alleged financial relationships with customers. In addition, a number of
pharmaceutical manufacturers have reached substantial financial settlements in connection with allegedly causing false
claims to be submitted because of the companies’ marketing of products for unapproved, and thus non-reimbursable, uses.
Certain marketing practices, including off-label promotion, may also violate false claims laws, as well as physician self-
referral laws, such as the Stark Law, which prohibit a physician from making a referral to certain designated health services
with which the physician or the physician’s family member has a financial interest and prohibit submission of a claim for
reimbursement pursuant to the prohibited referral. The “qui tam” provisions of the False Claims Act allow a private
individual to bring civil actions on behalf of the federal government alleging that the defendant has submitted a false claim to
the federal government, and to share in any monetary recovery. In addition, various states have enacted similar fraud and
abuse statutes or regulations, including, without limitation, false claims laws analogous to the False Claims Act, and laws
analogous to the federal Anti-Kickback Statute, that apply to items and services reimbursed under Medicaid and other state
programs, or, in several states, apply regardless of the payer, and there are also federal criminal false claims laws.
Separately, there are a number of other fraud and abuse laws that pharmaceutical manufacturers must be mindful of,
particularly after a medicine candidate has been approved for marketing in the United States. For example, a federal criminal
law enacted as part of, the Health Insurance Portability and Accountability Act of 1996, or HIPAA, prohibits knowingly and
willfully executing a scheme to defraud any healthcare benefit program, including private third-party payers. The false
statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any
materially false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items
or services. There are also federal civil monetary penalty laws, which prohibit, among other things, individuals or entities
from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party
payers that are false or fraudulent, as well as federal and state consumer protection and unfair competition laws, which
broadly regulate marketplace activities and activities that potentially harm consumers.
We are also subject to analogous foreign laws of each of the above federal healthcare laws and foreign jurisdictions
may require the implementation of compliance programs, disclosure of any gifts, compensation, or other remuneration
provided to health professionals.
Privacy and Security Laws. We may be subject to, or our marketing activities may be limited by, HIPAA, as amended
by the Health Information Technology and Clinical Health Act (HITECH) and their respective implementing regulations,
which established uniform standards for certain “covered entities” (covered healthcare providers, health plans and healthcare
clearinghouses) governing the conduct of certain electronic healthcare transactions and protecting the security and privacy of
protected health information. Among other things, HIPAA’s privacy and security standards are directly applicable to
“business associates” — independent contractors or agents of covered entities that create, receive, maintain or transmit
protected health information in connection with providing a service for or on behalf of a covered entity as well as their
covered subcontractors. In addition to possible civil and criminal penalties for violations, state attorneys general are
authorized to file civil actions for damages or injunctions in federal courts to enforce HIPAA and seek attorney’s fees and
costs associated with pursuing federal civil actions. Accordingly, state attorneys general (along with private plaintiffs) have
brought civil actions seeking injunctions and damages resulting from alleged violations of HIPAA’s privacy and security
rules. In addition, state laws govern the privacy and security of health information in certain circumstances, many of which
differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
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In the EU/EEA, the General Data Protection Regulation (2016/679), or GDPR, went into effect in 2018 and replaced
Directive 95/46/EC (the EU Privacy Directive). The GDPR applies to identified or identifiable personal data processed by
automated means (for example, a computer database of customers) and data contained in, or intended to be part of, non-
automated filing systems (traditional paper files) as well as transfer of such data to a country outside of the EU/EEA. Under
the GDPR, fines of up to €20.0 million or up to 4% of the annual global turnover of the infringer, whichever is greater, could
be imposed for significant non-compliance. The GDPR includes more stringent operational requirements for processors and
controllers of personal data and creates additional rights for data subjects. Further, on July 16, 2020, Europe’s top court, the
Court of Justice of the EU, ruled in Schrems II (C-311/18) that the Privacy Shield, used by thousands of companies to
transfer data between the EU and United States and upon which we relied, was invalid and could no longer be used due to the
strength of United States surveillance laws. We continue to use alternative transfer mechanisms including the standard
contractual clauses, or SCCs, while the authorities interpret the decisions and scope of the invalidated Privacy Shield and the
alternative permitted data transfer mechanisms. The SCCs, though approved by the EC, have faced challenges in European
courts (including being called into question in Schrems II), and may be challenged, suspended or invalidated.
The UK’s vote in favor of exiting the EU, often referred to as Brexit, and ongoing developments in the UK have
created uncertainty with regard to data protection regulation in the UK. As of January 1, 2021, and the expiry of transitional
arrangements agreed to between the UK and EU, data processing in the UK is governed by a UK version of the GDPR
(combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which potentially
authorizes similar fines and other potentially divergent enforcement actions for certain violations. Pursuant to the TCA,
which went into effect on January 1, 2021, the UK and EU agreed to a specified period during which the UK will be treated
like an EU member state in relation to transfers of personal data to the UK for four months from January 1, 2021. This
period may be extended by two further months. Unless the EC makes an ‘adequacy finding’ in respect of the UK before the
expiration of such specified period, the UK will become an ‘inadequate third country’ under the GDPR and transfers of data
from the EEA to the UK will require a ‘transfer mechanism,’ such as the standard contractual clauses. Furthermore,
following the expiration of the specified period, there will be increasing scope for divergence in application, interpretation
and enforcement of the data protection law as between the UK and EEA.
Additionally, the California Consumer Privacy Act, or CCPA, became effective on January 1, 2020. The CCPA has
been dubbed the first “GDPR-like” law in the United States since it creates new individual privacy rights for consumers (as
that word is broadly defined in the law) and places increased privacy and security obligations on entities handling personal
data of consumers or households (including health information). The CCPA requires covered companies to provide new
disclosures to California consumers, provide such consumers new ways to opt-out of certain sales of personal information,
and allows for a new cause of action for data breaches. Further, California voters approved a new privacy law, the California
Privacy Rights Act, or CPRA, in the November 3, 2020 election. Effective starting on January 1, 2023, the CPRA will
significantly modify the CCPA, including by expanding consumers’ rights with respect to certain sensitive personal
information. The CPRA also creates a new state agency that will be vested with authority to implement and enforce the
CCPA and the CPRA. It is unclear how the CCPA and CPRA will be interpreted, but as currently written, it will likely
impact our business activities and exemplifies the vulnerability of our business to not only cyber threats but also the evolving
regulatory environment related to personal data and protected health information.
“Sunshine” and Marketing Disclosure Laws. There are an increasing number of federal and state “sunshine” laws that
require pharmaceutical manufacturers to make reports to states on pricing and marketing information. Several states have
enacted legislation requiring pharmaceutical companies to, among other things, establish marketing compliance programs,
file periodic reports with the state, and make periodic public disclosures on sales and marketing activities, and prohibiting
certain other sales and marketing practices. In addition, a similar federal requirement requires certain manufacturers,
including pharmaceutical manufacturers, to track and report to the federal government the following: certain payments and
other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors)
and teaching hospitals and ownership or investment interests held by physicians and their immediate family members.
Beginning in 2022, applicable manufacturers will be required to report such information regarding its payments and other
transfers of value made to physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse
anesthetists, anesthesiologist assistants and certified nurse midwives during the previous year. Certain states, such as
Massachusetts, also make the reported information publicly available. In addition, there are state and local laws that require
pharmaceutical representatives to be licensed and comply with codes of conduct, transparency reporting, and other
obligations. These laws may adversely affect our sales, marketing, and other activities with respect to our medicines in the
United States by imposing administrative and compliance burdens on us. If we fail to track and report as required by these
laws or otherwise comply with these laws, we could be subject to the penalty provisions of the pertinent state and federal
authorities. In the EU/EEA, declaration of transfers of value to healthcare professionals is subject to the requirements under
the voluntary industry code of practice. France however has a statutory regime similar to the U.S. Sunshine Act.
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Government Price Reporting. For those marketed medicines which are covered in the United States by the Medicaid
programs, we have various obligations, including government price reporting and rebate requirements, which generally
require medicines be offered at substantial rebates/discounts to Medicaid and certain purchasers (including “covered entities”
purchasing under the 340B Drug Discount Program). We are also required to discount such medicines to authorized users of
the Federal Supply Schedule of the General Services Administration, under which additional laws and requirements apply.
These programs require submission of pricing data and calculation of discounts and rebates pursuant to complex statutory
formulas, as well as the entry into government procurement contracts governed by the Federal Acquisition Regulations, and
the guidance governing such calculations is not always clear. Compliance with such requirements can require significant
investment in personnel, systems and resources, but failure to properly calculate our prices, or offer required discounts or
rebates could subject us to substantial penalties. One component of the rebate and discount calculations under the Medicaid
and 340B programs, respectively, is the “additional rebate”, a complex calculation which is based, in part, on the extent that a
branded drug’s price increases over time more than the rate of inflation (based on the Consumer Price Index for All Urban
Consumers). This comparison is based on the baseline pricing data for the first full quarter of sales associated with a branded
drug’s NDA, and baseline data cannot generally be reset, even on transfer of the NDA to another manufacturer. This
“additional rebate” calculation can, in some cases where price increases have been relatively high versus the first quarter of
sales of the NDA, result in Medicaid rebates up to 100 percent of a drug’s “average manufacturer price” and 340B prices of
one penny. Governments influence the price of medicinal products in the EU through their pricing and reimbursement rules
and control of national healthcare systems that fund a large part of the cost of those products to consumers. Some
jurisdictions operate positive and negative list systems under which products may only be marketed once a reimbursement
price has been agreed. To obtain reimbursement or pricing approval, some of these countries may require the completion of
clinical trials that compare the cost-effectiveness of a particular product candidate to currently available therapies. Other EU
Member States allow companies to fix their own prices for medicines, but monitor and control company profits. The
downward pressure on healthcare costs in general, particularly prescription medicines, has become very intense. As a result,
increasingly high barriers are being erected to the entry of new products.
Penalties. Because of the breadth of these laws and the narrowness of available statutory and regulatory exemptions, it
is possible that some of our business activities in the United States could be subject to challenge under one or more of such
laws. Moreover, state governmental agencies may propose or enact laws and regulations that extend or contradict federal
requirements. If we or our operations are found to be in violation of any of the state or federal laws described above or any
other governmental regulations that apply to us, we may be subject to penalties, including significant administrative, civil and
criminal penalties, damages, fines, imprisonment, exclusion from participation in U.S. federal or state healthcare programs,
additional reporting requirements and/or oversight and the curtailment or restructuring of our operations. To the extent that
any medicine we make is sold in a foreign country, we may be subject to similar foreign laws and regulations, which may
include, for instance, applicable post-marketing requirements, including safety surveillance, anti-fraud and abuse laws, and
implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare
professionals. Any penalties, damages, fines, curtailment or restructuring of our operations could materially adversely affect
our ability to operate our business and our financial results. We maintain a comprehensive healthcare corporate compliance
program. Although compliance programs can mitigate the risk of investigation and prosecution for violations of these laws,
these risks and risks of regulatory non-compliance cannot be entirely eliminated. Any action against us for violation of these
laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our
management’s attention from the operation of our business. Moreover, achieving and sustaining compliance with applicable
federal, state and foreign privacy, security, sunshine, government price reporting, and fraud laws may prove costly.
Impact of Healthcare Reform and Recent Public Scrutiny of Drug Pricing on Coverage, Reimbursement, and Pricing.
In the United States and other potentially significant markets for our medicines, federal and state lawmakers and regulatory
authorities as well as third-party payers are increasingly attempting to regulate the price of medical products and services,
particularly for new and innovative medicines and therapies, which has resulted in delays of coverage decisions, barriers for
product access including higher patient copays and in certain cases, leads to lower average net selling prices. Further, there is
increased scrutiny of prescription drug pricing practices by federal and state lawmakers and enforcement authorities. In
addition, there is an emphasis on managed healthcare in the United States and on country-specific and regional pricing and
reimbursement controls in the EU, both of which will put additional pressure on medicine pricing, reimbursement and usage,
which may adversely affect our future medicine sales and results of operations. These pressures can arise from rules and
practices of managed care groups, judicial decisions and governmental laws and regulations related to Medicare, Medicaid
and healthcare reform, pharmaceutical reimbursement policies and pricing in general.
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The U.S. and some foreign jurisdictions are considering or have enacted a number of additional legislative and
regulatory proposals to change the healthcare system in ways that could affect our ability to sell our medicines profitably.
Among policy makers and payers in the United States and elsewhere, there is significant interest in promoting changes in
healthcare systems with the stated goals of containing healthcare costs (including a number of proposals pertaining to
prescription drugs, specifically), improving quality and/or expanding access. In the United States, some of the additional
proposals to reduce the cost of prescription drug prices considered at the federal level include directing Medicare to negotiate
directly with manufacturers for the costliest drugs; various Medicare Part D and Medicaid reforms; price reporting
transparency; importation rulemaking; an international pricing index proposal to require additional discounts to Medicare, as
well as a proposal requiring manufacturers to pay a rebate to the federal government if the price of a Medicare Part B or Part
D drug increases more than the rate of inflation. Also at the federal level, the Trump administration used several means to
propose or implement drug pricing reform, including through federal budget proposals, executive orders and policy
initiatives. For example, on July 24, 2020 and September 13, 2020, the Trump administration announced several executive
orders related to prescription drug pricing that seek to implement several of the administration’s proposals. As a result, the
FDA released a final rule on September 24, 2020 providing guidance for states to build and submit importation plans for
drugs from Canada. Further, on November 20, 2020, HHS finalized a regulation removing safe harbor protection for price
reductions from pharmaceutical manufacturers to plan sponsors under Part D, either directly or through pharmacy benefit
managers, unless the price reduction is required by law. The implementation of the rule has been delayed by the Biden
administration from January 1, 2022 to January 1, 2023 in response to ongoing litigation. The rule also creates a new safe
harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee arrangements between
pharmacy benefit managers and manufacturers, the implementation of which have also been delayed pending review by the
Biden administration until March 22, 2021. Further, in November 2020, CMS issued an interim final rule implementing the
Most Favored Nation, or MFN, Model under which Medicare Part B reimbursement rates will be calculated for certain drugs
and biologicals based on the lowest price drug manufacturers receive in Organization for Economic Cooperation and
Development countries with a similar gross domestic product per capita. The MFN Model regulations mandate participation
by identified Part B providers and will apply in all U.S. states and territories for a seven-year period beginning January 1,
2021, and ending December 31, 2027. On December 28, 2020, the United States District Court in Northern California issued
a nationwide preliminary injunction against implementation of the interim final rule. However, it is unclear whether the
Biden administration will work to reverse these measures or pursue similar policy initiatives.
Congress continued to seek new legislative and/or administrative measures to control drug costs. For example, in June
2020, the U.S. House of Representatives passed a bill, H.R. 1425, “Patient Protection and Affordable Care Enhancement
Act”, which would strengthen and expand parts of the ACA and incentivize Medicaid expansion, but also proposes to
implement a “Fair Price Negotiation Program” to utilize international price referencing metrics for certain drugs that are
considered high-cost or are reimbursable by both Medicare Part D and Part B, while giving commercial payers, including
employer and individual market plans, access to the reference price. The majority of our medicines are purchased by private
payers, and much of the focus of pending legislation is on government program reimbursement. Additionally, certain
proposals have been contemplated that would implement a cap on annual price increases for certain drugs covered under
Medicare at the rate of inflation or require the respective manufacturers to pay a rebate. There has also been advocacy for
increasing the Medicaid drug rebates cap, currently at 100% of a drug's average manufacturer price or removing such cap in
its entirety.
At the state level, legislatures have increasingly passed legislation and implemented regulations designed to control
pharmaceutical and biological product pricing, including price or patient reimbursement constraints, discounts, restrictions on
certain product access and marketing cost disclosure and transparency measures and, in some cases, designed to encourage
importation from other countries and bulk purchasing. In addition, regional healthcare authorities and individual hospitals
are increasingly using bidding procedures to determine which drugs, biological products and suppliers will be included in
their healthcare programs.
Furthermore, there has been increased interest by third-party payers and governmental authorities in reference pricing
systems and publication of discounts and list prices. There also has been particular and increasing legislative and
enforcement interest in the United States with respect to relatively large price increases over relatively short time periods.
There have been several recent state and federal lawmaker inquiries, proposed legislation and enacted legislation as was the
case in California designed to, among other things, bring more transparency to drug pricing, by requiring drug companies to
notify insurers and government regulators of price increases and provide an explanation of the reasons for the increase.
There have also been actions to review the relationship between pricing and manufacturer patient assistance programs, and
reform government program reimbursement methodologies for drugs. Further, a growing number of states have
implemented, or are contemplating implementing, drug affordability boards to establish “allowable rates” for certain high-
cost drugs identified by such boards.
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In addition to the aforementioned price reform measures, there are other potential reform measures relating to the
pharmaceutical industry that may impact our business. For example, there have been efforts to amend the Orphan Drug Act,
including a bill passed in the House of Representatives in November 2020, the Orphan Drug Exclusivity Act, that would have
limited manufacturers’ ability to receive orphan drug exclusivity under the “cost recovery” pathway under the Orphan Drug
Act. While the Senate did not take further action on this bill in 2020, the bill’s co-sponsors were re-elected, and it remains
unclear whether it will be re-introduced. Further, on December 31, 2020, CMS issued a final rule that broadened the
definition of “line extension” under the ACA. It is unclear whether this final rule will be challenged similar to other final
rules that were issued shortly prior to the change in presidential administration.
In the United States, the pharmaceutical industry has already been significantly affected by major legislative initiatives,
including, for example, the ACA. The ACA, among other things, imposes a significant annual fee on companies that
manufacture or import branded prescription drug products. It also contains substantial provisions intended to broaden access
to health insurance, reduce or constrain the growth of healthcare spending, and impose additional health policy reforms, any
or all of which may affect our business. There were efforts by the Trump administration as well as judicial and
Congressional challenges to numerous provisions of the ACA. These challenges include Executive Orders directing federal
agencies with authorities and responsibilities under the ACA, to waive, defer, grant exemptions from, or eliminate the
implementation of any provision of the ACA that would impose a fiscal or regulatory burden on states, individuals,
healthcare providers, health insurers, or manufacturers of pharmaceuticals or medical devices as well as legislation passed by
the House of Representatives and Senate, but not yet signed into law, to repeal certain aspects of the ACA. While Congress
has not passed comprehensive ACA repeal or replace legislation, the federal income tax legislation signed into law on
December 22, 2017 included a provision repealing, effective January 1, 2019, the tax-based shared responsibility payment
imposed by the ACA on certain individuals who fail to maintain qualifying health coverage for all or part of a year that is
commonly referred to as the “individual mandate”. On December 18, 2019, the U.S. Court of Appeals for the 5th Circuit
upheld the District Court ruling that the individual mandate was unconstitutional and remanded the case back to the District
Court to determine whether the remaining provisions of the ACA are invalid as well. The United States Supreme Court is
currently reviewing this case but it is unclear when a decision will be made. Although the United States Supreme Court has
not yet ruled on the constitutionality of the ACA, on January 28, 2021, President Biden issued an executive order to initiate a
special enrollment period from February 15, 2021 through May 15, 2021 for purposes of obtaining health insurance coverage
through the ACA marketplace. The executive order also instructs certain governmental agencies to review and reconsider
their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration
projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining
access to health insurance coverage through Medicaid or the ACA. There is a wide range of potential outcomes to this
litigation and it is unclear how the Supreme Court ruling, other such litigation and the healthcare reform measures of the
Biden administration will impact the ACA’s many different provisions affecting the health system, the pharmaceutical sector
and our business. We continue to evaluate the effect that the ACA and additional actions to possibly repeal and replace it has
on our business.
Other legislative changes have also been proposed and adopted since the ACA was enacted. For example, the Budget
Control Act of 2011 resulted in aggregate reductions in Medicare payments to providers of up to 2 percent per fiscal year,
starting in 2013, and due to subsequent legislative amendments to the statute, including the Bipartisan Budget Act of 2018, or
the BBA, will remain in effect through 2030, unless additional Congressional action is taken. However, COVID-19 relief
legislation suspended the 2% Medicare sequester from May 1, 2020 through March 31, 2021, and extended the sequester by
one year, through 2030. The American Taxpayer Relief Act of 2012, among other things, reduced Medicare payments to
several types of providers and increased the statute of limitations period for the government to recover overpayments to
providers from three to five years. Such laws, and others that may affect our business that have been enacted or may in the
future be enacted, may result in additional reductions in Medicare and other healthcare funding. In the future, there will
likely continue to be additional proposals relating to the reform of the U.S. healthcare system, some of which could further
limit coverage and reimbursement of medicines, including our medicine candidates. Any reduction in reimbursement from
Medicare or other government programs may result in a similar reduction in payments from private payers. Further, the BBA
among other things, amended the ACA, effective January 1, 2019, to close the coverage gap in most Medicare drug plans
(also known as the Medicare “Donut Hole”), and also increased in 2019 the percentage that a drug manufacturer must
discount the cost of prescription drugs from 50 percent under current law to 70 percent. The implementation of cost
containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or
commercialize our medicines.
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Irish Law Matters
As we are an Irish-incorporated company, the following matters of Irish law are relevant to the holders of our ordinary
shares.
Irish Restrictions on Import and Export of Capital. Except as indicated below, there are no restrictions imposed
specifically on non-residents of Ireland dealing in Irish domestic securities, which includes ordinary shares of Irish
companies. Dividends and redemption proceeds also continue to be freely transferable to non-resident holders of such
securities. The Financial Transfers Act 1992 gives power to the Minister for Finance of Ireland to restrict financial transfers
between Ireland and other countries and persons. Financial transfers are broadly defined and include all transfers that would
be movements of capital or payments within the meaning of the treaties governing the member states of the EU. The
acquisition or disposal of interests in shares issued by an Irish incorporated company and associated payments falls within
this definition. In addition, dividends or payments on redemption or purchase of shares and payments on a liquidation of an
Irish incorporated company would fall within this definition. The Criminal Justice (Terrorist Offences) Act 2005 (as
amended) also gives the Minister of Finance of Ireland the power to take various measures, including the freezing or seizure
of assets, in order to combat terrorism. At present the Financial Transfers Act 1992, certain EU regulations (as implemented
into Irish law) and the Criminal Justice (Terrorist Offences) Act 2005 (as amended) prohibit financial transfers involving
certain persons and entities associated with the ISIL (Da’esh) and Al-Qaida organizations, the late Slobodan Milosevic and
associated persons, Republic of Guinea-Bissau, Myanmar/Burma, Belarus, certain persons indicted by the International
Criminal Tribunal for the former Yugoslavia, the late Osama bin Laden, Al-Qaida, the Taliban of Afghanistan, Democratic
Republic of Congo, Democratic People’s Republic of Korea (North Korea), Iran, Iraq, Côte d’Ivoire, Lebanon, Liberia,
Zimbabwe, South Sudan, Sudan, Somalia, Republic of Guinea, Afghanistan, Egypt, Eritrea, Libya, Syria, Tunisia, Burundi,
the Central African Republic, Ukraine, Yemen, Bosnia and Herzegovina, certain known terrorists and terrorist groups, and
countries that harbor certain terrorist groups, without the prior permission of the Central Bank of Ireland or the Minister of
Finance (as applicable).
Any transfer of, or payment in respect of, a share or interest in a share involving the government of any country that is
currently the subject of United Nations or EU sanctions, any person or body controlled by any of the foregoing, or by any
person acting on behalf of the foregoing, may be subject to restrictions pursuant to such sanctions as implemented into Irish
law.
Irish Taxes Applicable to U.S. Holders
Withholding Tax on Dividends. While we have no current plans to pay dividends, dividends on our ordinary shares
would generally be subject to Irish Dividend Withholding Tax, or DWT, at the rate of 25 percent, unless an exemption
applies.
Dividends on our ordinary shares that are owned by residents of the United States and held beneficially through the
Depositary Trust Company, or DTC, will not be subject to DWT provided that the address of the beneficial owner of the
ordinary shares in the records of the broker is in the United States.
Dividends on our ordinary shares that are owned by residents of the United States and held directly (outside of DTC)
will not be subject to DWT provided that the shareholder has completed the appropriate Irish DWT form and this form
remains valid or provides a Certification of U.S. Tax Residency, or Form IRS 6166. Such shareholders must provide the
appropriate Irish DWT form or Form IRS 6166 to our transfer agent at least seven business days before the record date for
the first dividend payment to which they are entitled.
If any shareholder who is resident in the United States receives a dividend subject to DWT, he or she should generally
be able to make an application for a refund from the Irish Revenue Commissioners on the prescribed form (DWT Claim
Form 1).
While the U.S./Ireland Double Tax Treaty contains provisions regarding withholding tax, due to the wide scope of the
exemptions from DWT available under Irish domestic law, it would generally be unnecessary for a U.S. resident shareholder
to rely on the treaty provisions.
Income Tax on Dividends.
A shareholder who is neither resident nor ordinarily resident in Ireland and who is entitled
to an exemption from DWT generally has no additional liability to Irish income tax or to the universal social charge on a
dividend from us.
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A shareholder who is neither resident nor ordinarily resident in Ireland and who is not entitled to an exemption from
DWT generally has no additional liability to Irish income tax or to the universal social charge on a dividend from us. The
DWT deducted by us discharges the liability to Irish income tax and to the universal social charge.
Irish Tax on Capital Gains. A shareholder who is neither resident nor ordinarily resident in Ireland and does not hold
our ordinary shares in connection with a trade or business carried on by such shareholder in Ireland through a branch or
agency should not be within the charge to Irish tax on capital gains on a disposal of our ordinary shares.
Capital Acquisitions Tax. Irish capital acquisitions tax, or CAT, is composed principally of gift tax and inheritance tax.
CAT could apply to a gift or inheritance of our ordinary shares irrespective of the place of residence, ordinary residence or
domicile of the parties. This is because our ordinary shares are regarded as property situated in Ireland as our share register
must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT.
CAT is levied at a rate of 33 percent above certain tax-free thresholds. The appropriate tax-free threshold is dependent
upon (i) the relationship between the donor and the donee and (ii) the aggregation of the values of previous gifts and
inheritances received by the donee from persons within the same category of relationship for CAT purposes. Gifts and
inheritances passing between spouses are exempt from CAT. Our shareholders should consult their own tax advisers as to
whether CAT is creditable or deductible in computing any domestic tax liabilities.
Stamp Duty. Irish stamp duty (if any) may become payable in respect of ordinary share transfers. However, a transfer
of our ordinary shares from a seller who holds shares through DTC to a buyer who holds the acquired shares through DTC
will not be subject to Irish stamp duty. A transfer of our ordinary shares (i) by a seller who holds ordinary shares outside of
DTC to any buyer, or (ii) by a seller who holds the ordinary shares through DTC to a buyer who holds the acquired ordinary
shares outside of DTC, may be subject to Irish stamp duty (currently at the rate of 1 percent of the price paid or the market
value of the ordinary shares acquired, if greater). The person accountable for payment of stamp duty is the buyer or, in the
case of a transfer by way of a gift or for less than market value, all parties to the transfer.
A shareholder who holds ordinary shares outside of DTC may transfer those ordinary shares into DTC without giving
rise to Irish stamp duty provided that the shareholder would be the beneficial owner of the related book-entry interest in those
ordinary shares recorded in the systems of DTC (and in exactly the same proportions) as a result of the transfer and at the
time of the transfer into DTC there is no sale of those book-entry interests to a third party being contemplated by the
shareholder. Similarly, a shareholder who holds ordinary shares through DTC may transfer those ordinary shares out of DTC
without giving rise to Irish stamp duty provided that the shareholder would be the beneficial owner of the ordinary shares
(and in exactly the same proportions) as a result of the transfer, and at the time of the transfer out of DTC there is no sale of
those ordinary shares to a third party being contemplated by the shareholder. In order for the share registrar to be satisfied as
to the application of this Irish stamp duty treatment where relevant, the shareholder must confirm to us that the shareholder
would be the beneficial owner of the related book-entry interest in those ordinary shares recorded in the systems of DTC (and
in exactly the same proportions) (or vice-versa) as a result of the transfer and there is no agreement for the sale of the related
book-entry interest or the ordinary shares or an interest in the ordinary shares, as the case may be, by the shareholder to a
third party being contemplated.
Employees and Human Capital
As of December 31, 2020, we had approximately 1,395 full-time employees. Of our employees as of December 31,
2020, approximately 290 were engaged in development, regulatory and manufacturing activities, approximately 820 were
engaged in sales and marketing and approximately 285 were engaged in administration, including business development,
finance, legal, information systems, facilities and human resources. None of our employees are subject to a collective
bargaining agreement. We consider our employee relations to be good. We are committed to strict policies and procedures
to maintain a safe work environment. The health and safety of our employees, customers and communities are of primary
concern.
Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and
integrating our existing and future employees. In addition to competitive base salaries, the other competitive benefits that we
provide to all employees, include annual equity and cash incentive plans, retirement benefits and an employee share purchase
plan. The principal purposes of these employee benefits are to attract, retain and reward personnel and also, through the
granting of share-based and cash-based compensation awards, in order to secure and retain the services of our employees and
to provide long-term incentives that align the interests of employees with the interests of our shareholders.
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Our Core Values
Our culture is reflected in Horizon’s three core values: growth, accountability and transparency. Through these core
values, our teams of highly engaged employees work to better the lives of patients and the community. This engagement is
fostered by our strong emphasis on creating a diverse and inclusive culture that drives how we treat employees and expect
employees to treat one another.
Growth: Horizon is a high-growth organization that values innovation, development and evolution. We are fiercely
innovating to better our communities, our patients and our employees and place a strong emphasis on personal and
professional growth. Employees have access to resources to develop their teams and themselves.
Accountability: We strive to do what’s right for patients and employees through quality decisions and owning
successes and failures. Employees hold each other accountable to make quality decisions that keep our company moving
forward in order to meet the needs of patients.
Transparency: Horizon values the collaboration that is made possible by employees trusting each other to tackle
tough challenges and difficult conversations. We are courageous in our decision making, knowing it's necessary to drive our
business forward.
Our Response to the COVID-19 Pandemic
Horizon’s commitment to its employees has been exemplified during the COVID-19 crisis. At the onset of the
pandemic, in addition to working to support patients, physicians and our communities, we took steps to ensure the health,
safety and welfare of our employees, including:
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•
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implementing travel restrictions and remote working;
providing a special one-time bonus for all employees, excluding executive officers, to support our employees
through the pandemic and to show our appreciation for their efforts and dedication during the challenging period;
implementing a COVID-19 leave policy with 100% pay continuation for U.S. employees affected by the virus or
needing to care for a family member with the virus, and paid leave for medical professional employees who
wished to assist with pandemic-related efforts;
providing employees with personal protective equipment; and
• making no furloughs or lay-offs as a result of the pandemic.
Additionally, after noticing that employees were not taking time off in this “work from home” environment, we
instituted three additional company-wide paid days off during 2020, providing an opportunity for employees to step away,
support their health and well-being, and recharge. Furthermore, we allowed an additional five days of unused paid time off
to be carried over to 2021. In addition to our multiple established leadership development programs, we hosted 24
teleconference calls with over 250 leaders in 2020, with 13 hours of content focused on helping managers lead their teams
during the COVID-19 pandemic and the ensuing remote working environment, primarily focusing on employee engagement,
well-being, team effectiveness, supporting caregivers and mitigating burnout. Flexibility is driven by our executive
leadership and managers, encouraging employees to work adaptable hours and take breaks where needed and when possible.
45
Focus on Employee Benefits
At the center of our employee experience is how we reward our employees for the impact they create. We absorb most
of the costs for employee medical insurance plans. In addition to medical insurance, we offer a wide variety of benefits that
support working families. This includes our parental and caregiver programs. As part of these programs, all caregivers have
flexible paid options to care for the needs of their families. These benefits are paid at 100 percent salary. For employees
pursuing adoption, we offer competitive reimbursement for costs associated with the legal adoption of a child.
We offer all full-time employees a “Make it Personal” account, which provides $500 annually for certain employee
personal expenses including student loan repayment, contributions to college savings plans, donations to charitable
organizations, health club memberships or purchases of personal health equipment or home office equipment. In addition, all
employees have access to an annual “Make it Personal” day. This is an additional 8 hours of paid time off that employees
can use to participate in something meaningful or personal to them – from volunteering at a local charity to spending time
caring for a loved one.
We also offer competitive educational benefits for our employees and families. We value and encourage continued
growth and development of our employees and their families. To support educational goals, we offer several programs to
help offset the financial burden of college expenses, including tuition reimbursement, an executive scholarship award for
graduate school and scholarships for dependents of our employees.
Our Commitment to Inclusion and Diversity
We are committed to maintaining a workplace free of discrimination, harassment, intimidation or inappropriate conduct
based on sex/gender, race, color, religion, national origin, age, disability, veteran status, sexual orientation and/or any other
category protected by law. We also provide equal opportunity in employment to all employees and applicants. Equal
opportunity rights are applicable to recruitment, hiring, employment and employment-related decisions. In 2020, we
introduced RiSE, a strategic program to further embed inclusion, diversity, equity and allyship into the organization.
Through RiSE, over 20 volunteer employee leaders work together, along with diverse working groups, to enhance and
promote our approach to diverse recruitment, professional development, community involvement and building the overall
organizational inclusive culture.
Our commitment to inclusion, diversity, equity and allyship is evidenced from the top down. Our CEO, Timothy
Walbert, was one of the first signatories to the CEO Action for Diversity & Inclusion pledge. Our top leaders have gone
through in-depth assessments to determine their inclusive leadership capabilities, with coaching being made available for
leaders who want to enhance their skillset. In 2020, we allocated additional resources and clarified accountability of leaders
to focus on enhancing organizational inclusion and diversity, including appointing Irina Konstantinovsky as our Chief
Diversity Officer, adding to her responsibilities as our Chief Human Resources Officer. We also assigned a fellow to
participate for one year in the CEO Action for Racial Equity initiative, stepping away from her role at Horizon to do work for
the betterment of our communities.
In 2019, a study conducted by Aon, a leading compensation consulting firm, demonstrated our gender and ethnicity pay
equity. The study analyzed employee demographic and pay data and showed that we provide equal pay for equal work,
regardless of gender or ethnicity. Based on the outputs of the study according to Aon, we ranked in the top five of the
approximately 100 companies it had studied in this regard at the time of the study.
46
Our commitment to the engagement of our employees is evidenced by the many workplace recognitions we received
during 2020, including the following:
•
FORTUNE Best Workplaces in Health Care and BioPharma 2020 (#4) – the fourth consecutive year to be named to
the list
FORTUNE Best Small & Medium Workplaces 2020 (#10) – the fifth consecutive year to be named to the list
•
• Great Place to Work® Best Workplaces for Parents 2020 (#27)
•
FORTUNE 2020 Top workplace for Millennials 2020 (#7)
•
Crain’s Chicago Business Most Innovative Companies in Chicago (#2)
•
Crain’s Chicago Business Best Places to Work in Chicago (#45) – the seventh consecutive year to be named to the
list
Chicago Tribune Best Medium Sized Workplaces in Chicago (#2) – the sixth consecutive year to be named to the
list
•
• Great Place to Work® Best Workplaces in Chicago 2020 (#1) – the fourth consecutive year to be named to the list
• Great Place to Work® Ireland’s Best Workplaces 2020 – Best Small (#13)
• Dave Thomas Adoption Foundation Top 100 Adoption-friendly Workplaces
•
San Francisco Bay Area’s Best and Brightest Companies to Work For
•
2020 People “50 Companies that Care” (#15)
• National Best and Brightest Companies to Work For
Available Information
We make available free of charge on or through our internet website our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to the Securities and Exchange Commission. We also regularly
post copies of our press releases as well as copies of presentations and other updates about our business on our website. Our
website address is www.horizontherapeutics.com. The information contained in or that can be accessed through our website
is not part of this Annual Report on Form 10-K. Information is also available through the Securities and Exchange
Commission’s website at www.sec.gov.
47
Item 1A. Risk Factors
Certain factors may have a material adverse effect on our business, financial condition and results of operations, and
you should carefully consider them. Accordingly, in evaluating our business, we encourage you to consider the following
discussion of risk factors in its entirety, in addition to other information contained in this report as well as our other public
filings with the Securities and Exchange Commission, or SEC.
Risks Related to Our Business and Industry
The COVID-19 global pandemic has and may continue to adversely impact our business, including the
commercialization of our medicines, our supply chain, our clinical trials, our liquidity and access to capital markets
and our business development activities.
On March 11, 2020, the World Health Organization made the assessment that a novel strain of coronavirus, which
causes the COVID-19 disease, was a pandemic. The President of the United States declared the COVID-19 pandemic a
national emergency and many states and municipalities in the Unites States took aggressive actions to reduce the spread of
the disease, including limiting non-essential gatherings of people, ceasing all non-essential travel, ordering certain businesses
and government agencies to cease non-essential operations at physical locations and issuing “shelter-in-place” orders which
direct individuals to shelter at their places of residence (subject to limited exceptions). Similarly, the Irish government has
limited gatherings of people and encouraged employees to work from their homes, and may implement more aggressive
policies in the future. In addition, in mid-March 2020 we implemented work-from-home policies for all employees and
moved to a “virtual” model with respect to our physician, patient and partner support activities. As certain U.S. states started
to reduce restrictions, we saw physician offices beginning to reopen, which reopening has varied on a state-by-state basis. As
a result, our sales representatives in some areas have transitioned to being back out in the field and are working on ways to
re-engage patients and physicians in person. However, as COVID-19 cases have increased in certain areas, certain U.S.
states have started to reimplement restrictions and we have seen some physician offices re-establish limits on in-person visits.
Restrictions in response to COVID-19 may continue to fluctuate in U.S. states and other geographies and we cannot
guarantee that additional U.S. states that have previously reduced restrictions will not reimplement them or that other states
will reduce restrictions in the near-term. The effects of government actions and our policies and those of third parties to
reduce the spread of COVID-19 may negatively impact productivity and our ability to market and sell our medicines, cause
disruptions to our supply chain and ongoing and future clinical trials and impair our ability to execute our business
development strategy. These and other disruptions in our operations and the global economy could negatively impact our
business, operating results and financial condition.
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The commercialization of our medicines has been and will continue to be adversely impacted by COVID-19 and
actions taken to slow its spread. For example, patients have postponed visits to healthcare provider facilities, certain
healthcare providers have temporarily closed their offices or are restricting patient visits, healthcare provider employees may
become generally unavailable and there could be disruptions in the operations of payers, distributors, logistics providers and
other third parties that are necessary for our medicines to be prescribed, reimbursed and administered to patients. In March
2020, we transitioned our sales force to a virtual model such that they no longer had in-person interactions with healthcare
professionals and while we have been working on ways to re-engage patients and physicians as certain U.S. states have
started to reduce restrictions, the virtual model is still being used. While we have attempted to maintain the effectiveness of
our sales and marketing efforts in the virtual model, it may not be as effective as in-person interactions in terms of conveying
key information about our medicines or aiding physicians and their staff in prescribing and helping their patients obtain
appropriate reimbursement for our medicines. Many physicians, in particular in primary care practices that prescribe our
inflammation segment medicines, have reduced their operations in light of COVID-19, including delaying patient visits and
writing new prescriptions, and this has negatively impacted sales in our inflammation segment. Similarly, many patients
have deferred non-essential visits to healthcare providers, which has had a negative impact on prescriptions being written and
filled. For example, due to reduced willingness of patients to visit physician offices and infusion centers, sales of
KRYSTEXXA have been negatively impacted, and we expect this impact to continue in future quarters until healthcare
activities and patient visits return to normal levels. In addition, while we experienced a much higher number of new patients
in 2020 for TEPEZZA than our initial estimates, the impact from COVID-19 has slowed the generation of patient enrollment
forms for TEPEZZA, which drive new patient starts. It is also possible that a prolonged period of “shelter-in-place” orders
and social distancing behaviors and the associated reduction of physician office visits could force various healthcare practices
to permanently close or to consolidate with larger practices or healthcare groups, which could cause us to lose previously-
established physician relationships. We cannot predict how long the COVID-19 pandemic will continue to negatively impact
sales of our medicines and we expect that even after government-mandated restrictions are lifted, our sales force activities,
healthcare provider operations and patients’ willingness to visit healthcare facilities will continue to be limited. We also
cannot predict how effective our virtual patient, physician and partner support initiatives will be with respect to marketing
and supporting the administration and reimbursement of our medicines, or when we will be able to resume other in-person
sales and marketing activities.
Quarantines, shelter-in-place and similar government orders, or the perception that such orders, shutdowns or other
restrictions on the conduct of business operations could occur, related to COVID-19 or other infectious diseases could impact
personnel at third-party manufacturing facilities upon which we rely, or the availability or cost of materials, which could
disrupt the supply chain for our medicines. In particular, some of our suppliers of certain materials used in the production of
our medicines are located in regions that have been subject to COVID-19-related actions and policies that limit the conduct
of normal business operations. To the extent our suppliers and service providers are unable to comply with their obligations
under our agreements with them or they are otherwise unable to deliver or are delayed in delivering goods and services to us
due to COVID-19, our ability to continue meeting commercial demand for our medicines in the United States or advancing
development of our medicine candidates may become impaired. For example, On December 17, 2020, we announced that we
expected a short-term disruption in TEPEZZA supply as a result of recent U.S. government-mandated COVID-19 vaccine
production pursuant to the Defense Production Act of 1950, or DPA, that have dramatically restricted capacity available for
the production of TEPEZZA at our drug product contract manufacturer, Catalent. Refer to the Impact of COVID-19 section
in Item 1 of Part I, Business, of this Annual Report on Form 10-K for further information. At this time, we consider our
inventories on hand of all of our other medicines to be sufficient to meet our commercial requirements.
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Our clinical trials may be affected by COVID-19. As described in the Impact of COVID-19 section in Item 1 of Part I,
Business, of this Annual Report on Form 10-K, two of our clinical trials for TEPEZZA have been delayed due to the impact
of the TEPEZZA supply disruption at Catalent. In addition, clinical site initiation and patient enrollment may be delayed due
to prioritization of hospital and healthcare resources toward COVID-19. Current or potential patients in our ongoing or
planned clinical trials may also choose to not enroll, not participate in follow-up clinical visits or drop out of the trial as a
precaution against contracting COVID-19. Further, some patients may not be able or willing to comply with clinical trial
protocols if quarantines impede patient movement or interrupt healthcare services. Some clinical sites in the United States
have slowed or stopped further enrollment of new patients in clinical trials, denied access to site monitors or otherwise
curtailed certain operations. Similarly, our ability to recruit and retain principal investigators and site staff who, as healthcare
providers, may have heightened exposure to COVID-19, may be adversely impacted. These events could delay our clinical
trials, increase the cost of completing our clinical trials and negatively impact the integrity, reliability or robustness of thet
data from our clinical trials.
The spread of COVID-19 and actions taken to reduce its spread may also materially affect us economically. As a result
of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets have experienced
extreme volatility and disruptions, including diminished liquidity and credit availability, declines in consumer confidence,
declines in economic growth, increases in unemployment rates and uncertainty about economic stability. If the equity and
credit markets deteriorate, it may make any additional debt or equity financing more difficult, more costly or more dilutive.
While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, there
could be a significant disruption of global financial markets, reducing our ability to access capital, which could in the future
negatively affect our liquidity and financial position or our business development activities.
COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact the commercialization of our
medicines, our supply chain, our clinical trials, our access to capital and our business development activities, will depend on
future developments, which are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic
spread of the pandemic, the duration of the pandemic and the efforts by governments and business to contain it, business
closures or business disruptions and the impact on the economy and capital markets.
Our ability to generate revenues from our medicines is subject to attaining significant market acceptance among
physicians, patients and healthcare payers.
Our current medicines, and other medicines or medicine candidates that we may develop or acquire, may not attain
market acceptance among physicians, patients, healthcare payers or the medical community. Some of our medicines, in
particular TEPEZZA, have not been on the market for an extended period of time, which subjects us to numerous risks as we
attempt to increase our market share. We believe that the degree of market acceptance and our ability to generate revenues
from our medicines will depend on a number of factors, including:
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timing of market introduction of our medicines as well as competitive medicines;
efficacy and safety of our medicines;
continued projected growth of the markets in which our medicines compete;
the extent to which physicians diagnose and treat the conditions that our medicines are approved to treat;
prevalence and severity of any side effects;
if and when we are able to obtain regulatory approvals for additional indications for our medicines;
acceptance by patients, physicians and applicable specialists;
availability of, and ability to maintain, coverage and adequate reimbursement and pricing from government and
other third-party payers;
potential or perceived advantages or disadvantages of our medicines over alternative treatments, including cost of
treatment and relative convenience and ease of administration;
strength of sales, marketing and distribution support;
the price of our medicines, both in absolute terms and relative to alternative treatments;
impact of past and limitation of future medicine price increases;
our ability to maintain a continuous supply of our medicines for commercial sale;
50
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the effect of current and future healthcare laws;
the extent and duration of the COVID-19 pandemic, including the extent to which physicians and patients delay
visits or writing or filling prescriptions for our medicines, the extent to which operations of healthcare facilities,
including infusion centers, are reduced and the length of time and the extent to which our sales force must
continue operating in a virtual model;
the performance of third-party distribution partners, over which we have limited control; and
medicine labeling or medicine insert requirements of the U.S. Food and Drug Administration, or FDA, or other
regulatory authorities
With respect to TEPEZZA, sales will depend on market acceptance and adoption by physicians and healthcare payers,
as well as the ability and willingness of physicians who do not have in-house infusion capability to refer patients to infusion
sites of care. With respect to KRYSTEXXA, our ability to grow sales will be affected by the success of our sales, marketing
and clinical strategies, which are intended to expand the patient population and usage of KRYSTEXXA. This includes our
marketing efforts in nephrology and our studies designed to improve the response rate to KRYSTEXXA, to evaluate a shorter
infusion time, and to evaluate the use of KRYSTEXXA in kidney transplant patients. With respect to RAVICTI, which is
approved to treat a very limited patient population, our ability to grow sales will depend in large part on our ability to
transition urea cycle disorder, or UCD, patients from BUPHENYL or generic equivalents, which are comparatively much
less expensive, to RAVICTI and to educate patients and physicians on the benefits of continuing RAVICTI therapy once
initiated. With respect to PROCYSBI, which is also approved to treat a very limited patient population, our ability to grow
sales will depend in large part on our ability to transition patients from the first-generation immediate-release cysteamine
therapy to PROCYSBI, to identify additional patients with nephropathic cystinosis and to educate patients and physicians on
the benefits of continuing therapy once initiated. With respect to ACTIMMUNE, while it is the only FDA-approved
treatment for chronic granulomatous disease, or CGD, and severe, malignant osteopetrosis, or SMO, they are very rare
conditions and, as a result, our ability to grow ACTIMMUNE sales will depend on our ability to identify additional patients
with such conditions and educate patients and physicians on the benefits of continuing treatment once initiated. With respect
to each of PENNSAID 2% w/w, or PENNSAID 2%, RAYOS and DUEXIS, their higher cost compared to the generic or
branded forms of their active ingredients alone may limit adoption by physicians, patients and healthcare payers. With
respect to DUEXIS, if physicians remain unaware of, or do not otherwise believe in, the benefits of combining
gastrointestinal protective agents with NSAIDs, our market opportunity will be limited. If our current medicines or any other
medicine that we may seek approval for, or acquire, fail to attain market acceptance, we may not be able to generate
significant revenue to sustain profitability, which would have a material adverse effect on our business, results of operations,
financial condition and prospects (including, possibly, the value of our ordinary shares).
Our future prospects are highly dependent on our ability to successfully develop and execute commercialization
strategies for each of our medicines. Failure to do so would adversely impact our financial condition and prospects.
A substantial majority of our resources are focused on the commercialization of our current medicines. Our ability to
generate significant medicine revenues and to achieve commercial success in the near-term will initially depend almost
entirely on our ability to successfully commercialize these medicines in the United States. With respect to our rare disease
medicines, TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI and ACTIMMUNE, our commercialization strategy includes
efforts to increase awareness of the rare conditions that each medicine is designed to treat, enhancing efforts to identify target
patients and in certain cases pursue opportunities for label expansion and more effective use through clinical trials. Our
comprehensive post-launch commercial strategy for TEPEZZA aims to enable more thyroid eye disease, or TED, patients to
benefit from TEPEZZA. We are doing this by: (i) facilitating continued TEPEZZA uptake in the treatment of acute and
chronic TED through continued promotion of TEPEZZA to treating physicians; (ii) continuing to develop the TED market by
increasing physician awareness of the disease severity, the urgency to diagnose and treat it, as well as the benefits of
treatment with TEPEZZA; (iii) driving accelerated disease identification and time to treatment through our digital and
broadcast marketing campaigns; (iv) enhancing the patient journey with our high-touch, patient-centric model as well as
support for the patient and site-of-care referral processes; and (v) expanding more timely access to TEPEZZA for TED
patients. Our strategy with respect to KRYSTEXXA includes existing rheumatology account growth, new rheumatology
account growth and accelerating nephrology growth, as well as development efforts to enhance response rates through
combination treatment with methotrexate and to shorten the infusion time. With respect to RAVICTI and PROCYSBI, our
strategy includes accelerating the transition of patients from first-generation therapies, increasing the diagnosis of the
associated rare conditions through patient and physician outreach; and increasing compliance rates. Our strategy with respect
to ACTIMMUNE, includes increasing awareness and diagnosis of chronic granulomatous disease and increasing compliance
rates.
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We are focusing a significant portion of our commercial activities and resources on TEPEZZA, and we believe our
ability to grow our long-term revenues, and a significant portion of the value of our company, relates to our ability to
successfully commercialize TEPEZZA in the United States. As a newly launched medicine for a disease that had no
previously-approved treatments, successful commercialization of TEPEZZA is subject to many risks. There are numerous
examples of unsuccessful product launches and failures to meet high expectations of market potential, including by
pharmaceutical companies with more experience and resources than us. While we have established our commercial team and
U.S. sales force, we will need to further train and develop the team in order to successfully commercialize TEPEZZA. There
are many factors that could cause commercialization of TEPEZZA to be unsuccessful, including a number of factors that are
outside our control. Because no medicine has previously been approved by the FDA for the treatment of TED, it is especially
difficult to estimate TEPEZZA’s market potential or the time it will take to increase patient and physician awareness of TED
and change current treatment paradigms. For example, shortly after the launch of TEPEZZA, we transitioned our sales force
to a virtual model in light of the COVID-19 pandemic, which, combined with physicians generally reducing their own
availability, has made it more challenging to execute on our strategy to educate physicians about TEPEZZA and the treatment
of TED. In addition, some physicians that are potential prescribers of TEPEZZA do not have the necessary infusion
capabilities to administer the medicine and may not otherwise be able or willing to refer their patients to third-party infusion
centers, which may discourage them from treating their patients with TEPEZZA. The commercial success of TEPEZZA
depends on the extent to which patients and physicians accept and adopt TEPEZZA as a treatment for TED. For example, if
the patient population suffering from TED is smaller than we estimate, if it proves difficult to identify TED patients or
educate physicians as to the availability and potential benefits of TEPEZZA, or if physicians are unwilling to prescribe or
patients are unwilling to take TEPEZZA, the commercial potential of TEPEZZA will be limited. In addition, the current
disruption in TEPEZZA supply has resulted in existing patients stopping therapy and an inability of new patients to initiate
therapy. Once TEPEZZA supply normalizes, we cannot be certain how many prior TEPEZZA patients will re-initiate
therapy or whether or when growth in TEPEZZA adoption will return to levels seen prior to the supply disruption. We also
have limited information regarding how physicians, patients and payers will respond to the pricing of TEPEZZA. Physicians
may not prescribe TEPEZZA and patients may be unwilling to use TEPEZZA if coverage is not provided or reimbursement
is inadequate to cover a significant portion of the cost. Thus, significant uncertainty remains regarding the commercial
potential of TEPEZZA. If the continued commercialization of TEPEZZA becomes unsuccessful or perceived as
disappointing, the price of our ordinary shares could decline significantly and long-term success of the medicine and our
company could be harmed.
With respect to our inflammation segment medicines, PENNSAID 2% and DUEXIS, our strategy has included entering
into rebate agreements with pharmacy benefit managers, or PBMs, for certain of our inflammation segment medicines where
we believe the rebates and costs justify expanded formulary access for patients and ensuring patient assistance to these drugs
when prescribed through our HorizonCares program. However, we cannot guarantee that we will be able to secure additional
rebate agreements on commercially reasonable terms, that expected volume growth will sufficiently offset the rebates and
d
fees paid to PBMs or that our existing agreements with PBMs will have the intended impact on formulary access. In
n
addition, as the terms of our existing agreements with PBMs expire, we may not be able to renew the agreements on
n
commercially favorable terms, or at all. For each of our inflammation segment medicines, we expect that our commercial
success will depend on our sales and marketing efforts in the United States, reimbursement decisions by commercial payers,
the expense we incur through our patient assistance program for fully bought down contracts and the rebates we pay to
PBMs, as well as the impact of numerous efforts at federal, state and local levels to further reduce reimbursement and net
t
ppricing of inflammation segment medicines.
Our strategy for RAYOS in the United States is to focus on the rheumatology indications approved for RAYOS,
including our collaboration with the Alliance for Lupus Research, to study the effect of RAYOS on the fatigue experienced
d
bby systemic lupus erythematosus, or SLE, patients.
If any of our commercial strategies are unsuccessful or we fail to successfully modify our strategies over time due to
changing market conditions, our ability to increase market share for our medicines, grow revenues and to sustain profitability
y
will be harmed.
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We are dependent on wholesale distributors for distribution of our products in the United States and, accordingly, our
results of operations could be adversely affected if they encounter financial difficulties
In 2020, four wholesale distributors accounted for substantially all of our sales in the United States. If one of our
significant wholesale distributors encounters financial or other difficulties, such distributor may decrease the amount of
business that it does with us, and we may be unable to collect all the amounts that the distributor owes on a timely basis or at
all, which could negatively impact our business and results of operations.
In order to increase adoption and sales of our medicines, we will need to continue developing our commercial
organization as well as recruit and retain qualified sales representatives.
Part of our strategy is to continue to build a biotech company to successfully execute the commercialization of our
medicines in the U.S. market, and in selected markets outside the United States where we have commercial rights. We may
not be able to successfully commercialize our medicines in the United States or in any other territories where we have
commercial rights. In order to commercialize any approved medicines, we must continue to build our sales, marketing,
distribution, managerial and other non-technical capabilities. As of December 31, 2020, we had approximately 460 sales
representatives in the field, consisting of approximately 215 orphan sales representatives and 245 inflammation sales
representatives. We currently have limited resources compared to some of our competitors, and the continued development
of our own commercial organization to market our medicines and any additional medicines we may acquire will be expensive
and time-consuming. We also cannot be certain that we will be able to continue to successfully develop this capability.
As we continue to add medicines through development efforts and acquisition transactions, the members of our sales
force may have limited experience promoting certain of our medicines. To the extent we employ an acquired entity’s sales
forces to promote acquired medicines, we may not be successful in continuing to retain these employees and we otherwise
will have limited experience marketing these medicines under our commercial organization. In addition, none of the
members of our sales force have promoted TEPEZZA or any other medicine for the treatment of TED prior to the launch of
TEPEZZA. We are required to expend significant time and resources to train our sales force to be credible and able to
educate physicians on the benefits of prescribing and pharmacists dispensing our medicines. In addition, we must train our
sales force to ensure that a consistent and appropriate message about our medicines is being delivered to our potential
customers. Our sales representatives may also experience challenges promoting multiple medicines when we call on
physicians and their office staff. We have experienced, and may continue to experience, turnover of the sales representatives
that we hired or will hire, requiring us to train new sales representatives. If we are unable to effectively train our sales force
and equip them with effective materials, including medical and sales literature to help them inform and educate physicians
about the benefits of our medicines and their proper administration and label indication, as well as our patient assistance
programs, our efforts to successfully commercialize our medicines could be put in jeopardy, which could have a material
adverse effect on our financial condition, share price and operations. For example, we have had to train our sales force to
operate in a virtual environment due to the COVID-19 pandemic and are continuing to learn and implement new strategies
and techniques to promote our medicines without the benefit of in-person interactions with healthcare providers and their
staff. We may not be successful in finding effective ways to promote our medicines remotely or our competitors may be
more successful than we are at adapting to virtual marketing.
ff
As a result of the evolving role of various constituents in the prescription decision making process, we focus on hiring
sales representatives for our inflammation segment medicines with successful business to business experience. For example,
we have faced challenges due to pharmacists switching a patient’s intended prescription from DUEXIS to a generic or over-
the-counter brand of their active ingredients, despite such substitution being off-label in the case of DUEXIS. We have faced
similar challenges for PENNSAID 2% and RAYOS with respect to generic brands. While we believe the profile of our
representatives is suited for this environment, we cannot be certain that our representatives will be able to successfully protect
our market for PENNSAID 2%, DUEXIS and RAYOS or that we will be able to continue attracting and retaining sales
representatives with our desired profile and skills. We will also have to compete with other pharmaceutical and
biotechnology companies to recruit, hire, train and retain commercial personnel. To the extent we rely on additional third
parties to commercialize any approved medicines, we may receive less revenue than if we commercialized these medicines
ourselves. In addition, we may have little or no control over the sales efforts of any third parties involved in our
commercialization efforts. In the event we are unable to successfully develop and maintain our own commercial organization
or collaborate with a third-party sales and marketing organization, we may not be able to commercialize our medicines and
medicine candidates and execute on our business plan.
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Coverage and reimbursement may not be available, or reimbursement may be available at only limited levels, for our
medicines, which could make it difficult for us to sell our medicines profitably or to successfully execute planned
medicine price increases.
Market acceptance and sales of our medicines will depend in large part on global coverage and reimbursement policies
and may be affected by future healthcare reform measures, both in the United States and other key international
markets. Successful commercialization of our medicines will depend in part on the availability of governmental and third-
party payer reimbursement for the cost of our medicines. Government health administration authorities, private health
insurers and other organizations generally provide reimbursement for healthcare. In particular, in the United States, private
health insurers and other third-party payers often provide reimbursement for medicines and services based on the level at
which the government (through the Medicare or Medicaid programs) provides reimbursement for such treatments. In the
United States, the European Union, or EU, and other significant or potentially significant markets for our medicines and
medicine candidates, government authorities and third-party payers are increasingly attempting to limit or regulate the price
of medicines and services, particularly for new and innovative medicines and therapies, which has resulted in lower average
selling prices. Further, the increased scrutiny of prescription drug pricing practices and emphasis on managed healthcare in
the United States and on country and regional pricing and reimbursement controls in the EU and other significant or
potentially significant markets will put additional pressure on medicine pricing, reimbursement and usage, which may
adversely affect our medicine sales and results of operations. These pressures can arise from rules and practices of managed
care groups, judicial decisions and governmental laws and regulations related to Medicare, Medicaid and healthcare reform,
pharmaceutical reimbursement policies and pricing in general. These pressures may create negative reactions to any
medicine price increases, or limit the amount by which we may be able to increase our medicine prices, which may adversely
affect our medicine sales and results of operations.
We expect to experience pricing pressures in connection with the sale of our medicines due to the trend toward
managed healthcare, the increasing influence of health maintenance organizations and additional legislative proposals
relating to outcomes and quality. For example, the Patient Protection and Affordable Care Act, as amended by the Health
Care and Education Reconciliation Act, or collectively the ACA, increased the mandated Medicaid rebate from 15.1% to
23.1%, expanded the rebate to Medicaid managed care utilization and increased the types of entities eligible for the federal
340B drug discount program. As concerns continue to grow over the need for tighter oversight, there remains the possibility
that the Health Resources and Services Administration or another agency under the U.S. Department of Health and Human
Services, or HHS, will propose a similar regulation or that Congress will explore changes to the 340B program through
legislation. For example, a bill was introduced in 2018 that would require hospitals to report their low-income utilization of
the program. Further, the CMS issued a final rule in 2018 that implemented civil monetary penalties for manufacturers who
exceeded the ceiling price methodology for a covered outpatient drug when selling to a 340B covered entity. Pursuant to the
final rule, after January 1, 2019, manufacturers must calculate 340B program ceiling prices on a quarterly basis. Moreover,
manufacturers could be subject to a $5,000 penalty for each instance where they knowingly and intentionally overcharge a
covered entity under the 340B program. With respect to KRYSTEXXA, the “additional rebate” methodology of the 340B
pricing rules, as applied to the historical pricing of KRYSTEXXA both before and after we acquired the medicine, have
resulted in a 340B ceiling price of one penny. A material portion of KRYSTEXXA prescriptions (normally in the range of
15 percent to 20 percent) are written by healthcare providers that are eligible for 340B drug pricing and therefore the
reduction in 340B pricing to a penny has negatively impacted our net sales of KRYSTEXXA. The CMS had also finalized a
proposal in calendar years 2018, 2019 and 2020 that would revise the Medicare hospital outpatient prospective payment
system by creating a new, significantly reduced reimbursement methodology for drugs purchased under the 340B program
for Medicare patients at hospital and other settings. These reductions were upheld by the U.S. Court of Appeals for the D.C.
Circuit in July 2020, and it is unclear whether this matter will be subject to further litigation. Further, the CMS final rule for
calendar year 2021 continues these reductions for drugs acquired through the 340B program.
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Patients are unlikely to use our medicines unless coverage is provided and reimbursement is adequate to cover a
significant portion of the cost of our medicines. Third-party payers may limit coverage to specific medicines on an approved
list, also known as a formulary, which might not include all of the FDA-approved medicines for a particular
indication. Moreover, a third-party payer’s decision to provide coverage for a medicine does not imply that an adequate
reimbursement rate will be approved. Additionally, one third-party payer’s decision to cover a particular medicine does not
ensure that other payers will also provide coverage for the medicine, or will provide coverage at an adequate reimbursement
rate. Even though we have contracts with some PBMs in the United States, that does not guarantee that they will perform in
accordance with the contracts, nor does that preclude them from taking adverse actions against us, which could materially
adversely affect our operating results. In addition, the existence of such PBM contracts does not guarantee coverage by such
PBM’s contracted health plans or adequate reimbursement to their respective providers for our medicines. For example,
some PBMs have placed some of our medicines on their exclusion lists from time to time, which has resulted in a loss of
coverage for patients whose healthcare plans have adopted these PBM lists. Additional healthcare plan formularies may also
exclude our medicines from coverage due to the actions of certain PBMs, future price increases we may implement, our use
of the HorizonCares program or other free medicine programs whereby we assist qualified patients with certain out-of-pocket
expenditures for our medicine, including donations to patient assistance programs offered by charitable foundations, or any
other co-pay programs, or other reasons. If our strategies to mitigate formulary exclusions are not effective, these events may
reduce the likelihood that physicians prescribe our medicines and increase the likelihood that prescriptions for our medicines
are not filled.
In light of such policies and the uncertainty surrounding proposed regulations and changes in the coverage and
reimbursement policies of governments and third-party payers, we cannot be sure that coverage and reimbursement will be
available for any of our medicines in any additional markets or for any other medicine candidates that we may develop. Also,
we cannot be sure that reimbursement amounts will not reduce the demand for, or the price of, our medicines. If coverage
and reimbursement are not available or are available only at limited levels, we may not be able to successfully commercialize
our medicines.
There may be additional pressure by payers, healthcare providers, state governments, federal regulators and Congress,
to use generic drugs that contain the active ingredients found in our medicines or any other medicine candidates that we may
develop or acquire. If we fail to successfully secure and maintain coverage and adequate reimbursement for our medicines or
are significantly delayed in doing so, we will have difficulty achieving market acceptance of our medicines and expected
revenue and profitability which would have a material adverse effect on our business, results of operations, financial
condition and prospects.
We may also experience pressure from payers as well as state and federal government authorities concerning certain
promotional approaches that we may implement such as our HorizonCares program or any other co-pay programs. Certain
state and federal enforcement authorities and members of Congress have initiated inquiries about co-pay assistance
programs. Some state legislatures have implemented or have been considering implementing laws to restrict or ban co-pay
coupons for branded drugs. For example, legislation was signed into law in California that would limit the use of co-pay
coupons in cases where a lower cost generic drug is available and if individual ingredients in combination therapies are
available over the counter at a lower cost. It is possible that similar legislation could be proposed and enacted in additional
states. Additionally, numerous organizations, including pharmaceutical manufacturers, have been subject to ongoing
litigation, enforcement actions and settlements related to their patient assistance programs and support. If we are
unsuccessful with our HorizonCares program or any other co-pay programs, or we alternatively are unable to secure
expanded formulary access through additional arrangements with PBMs or other payers, we would be at a competitive
disadvantage in terms of pricing versus preferred branded and generic competitors. We may also experience financial
pressure in the future which would make it difficult to support investment levels in areas such as managed care contract
rebates, HorizonCares and other access tools.
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Our medicines are subject to extensive regulation, and we may not obtain additional regulatory approvals for our
medicines.
The clinical development, manufacturing, labeling, packaging, storage, recordkeeping, advertising, promotion, export,
marketing and distribution and other possible activities relating to our medicines and our medicine candidates are, and will
be, subject to extensive regulation by the FDA and other regulatory agencies. Failure to comply with FDA and other
applicable regulatory requirements may, either before or after medicine approval, subject us to administrative or judicially
imposed sanctions.
To market any drugs or biologics outside of the United States, we and current or future collaborators must comply with
numerous and varying regulatory and compliance related requirements of other countries. For example, we are pursuing a
global expansion strategy to bring TEPEZZA to patients with TED outside of the United States, including Japan. Approval
procedures vary among countries and can involve additional medicine testing and additional administrative review periods,
including obtaining reimbursement and pricing approval in select markets. The time required to obtain approval in other
countries might differ from that required to obtain FDA approval. The regulatory approval process in other countries may
include all of the risks associated with FDA approval as well as additional, presently unanticipated, risks. Regulatory
approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval
in one country may negatively impact the regulatory process in others.
Applications for regulatory approval, including a marketing authorization application, or MAA, for marketing new
drugs in the European Economic Area, or EEA, must be supported by extensive clinical and pre-clinical data, as well as
extensive information regarding chemistry, manufacturing and controls, or CMC, to demonstrate the safety and effectiveness
of the applicable medicine candidate. The number and types of pre-clinical studies and clinical trials that will be required for
regulatory approval varies depending on the medicine candidate, the disease or the condition that the medicine candidate is
designed to target and the regulations applicable to any particular medicine candidate. Despite the time and expense
associated with pre-clinical and clinical studies, failure can occur at any stage, and we could encounter problems that cause us
to repeat or perform additional pre-clinical studies, CMC studies or clinical trials. Regulatory authorities could delay, limit
or deny approval of a medicine candidate for many reasons, including because they:
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may not deem a medicine candidate to be adequately safe and effective;
may not find the data from pre-clinical studies, CMC studies and clinical trials to be sufficient to support a claim
of safety and efficacy;
may interpret data from pre-clinical studies, CMC studies and clinical trials significantly differently than we do;
may not approve the manufacturing processes or facilities associated with our medicine candidates;
may conclude that we have not sufficiently demonstrated long-term stability of the formulation for which we are
seeking marketing approval;
may change approval policies (including with respect to our medicine candidates’ class of drugs) or adopt new
regulations; or
may not accept a submission due to, among other reasons, the content or formatting of the submission.
Even if we believe that data collected from our pre-clinical studies, CMC studies and clinical trials of our medicine
candidates are promising and that our information and procedures regarding CMC are sufficient, our data may not be
sufficient to support marketing approval by regulatory authorities, or regulatory interpretation of these data and procedures
may be unfavorable. Even if approved, medicine candidates may not be approved for all indications requested and such
approval may be subject to limitations on the indicated uses for which the medicine may be marketed, restricted distribution
methods or other limitations. Our business and reputation may be harmed by any failure or significant delay in obtaining
regulatory approval for the sale of any of our medicine candidates. We cannot predict when or whether regulatory approval
will be obtained for any medicine candidate we develop.
The ultimate approval and commercial marketing of any of our medicines in additional indications or geographies is
subject to substantial uncertainty. Failure to gain additional regulatory approvals would limit the potential revenues and
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value of our medicines and could cause our share price to decline.
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Since a significant proportion of the regulatory framework in the United Kingdom, or UK, applicable to our business
and our products is derived from EU directives and regulations, Brexit has and will continue to impact the regulatory regime
with respect to the development, manufacture, importation, approval and commercialization of our products in the UK. Great
Britain is no longer covered by the centralized procedures for obtaining EEA-wide marketing authorizations from the
European Commission, or EC. Our product candidates require a separate marketing authorization for Great Britain, and it is
unclear as to whether the relevant authorities in the EU and the UK are adequately prepared for the additional administrative
burden caused by Brexit. Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result of Brexit or
otherwise, could prevent us from or delay us commercializing our product candidates in the UK and/or the EEA and restrict
our ability to generate revenue and achieve and sustain profitability. If any of these outcomes occur, we may be forced to
restrict or delay efforts to seek regulatory approval in the UK and/or EEA for our product candidates, which could
significantly and materially harm our business.
Brexit may influence the attractiveness of the UK as a place to conduct clinical trials. The EU’s regulatory
environment for clinical trials is being harmonized as part of the Clinical Trial Regulation but it is currently unclear as to
what extent the UK will seek to align its regulations with the EU. Failure of the UK to closely align its regulations with the
EU may have an effect on the cost of conducting clinical trials in the UK as opposed to other countries and/or make it harder
to seek a marketing authorization for our product candidates in the EU on the basis of clinical trials conducted in the UK.
In the short term there is a risk of disrupted import and export processes due to a lack of administrative processing
capacity by the respective UK and EU customs agencies that may delay time-sensitive shipments and may negatively impact
our product supply chain.
We may be subject to penalties and litigation and large incremental expenses if we fail to comply with regulatory
requirements or experience problems with our medicines.
Even after we achieve regulatory approvals, we are subject to ongoing obligations and continued regulatory review
with respect to many operational aspects including our manufacturing processes, labeling, packaging, distribution, storage,
adverse event monitoring and reporting, dispensation, advertising, promotion and recordkeeping. These requirements include
submissions of safety and other post-marketing information and reports, ongoing maintenance of medicine registration and
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continued compliance with current good manufacturing practices, or cGMPs, good clinical practices, or GCPs, good
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pharmacovigilance practice, good distribution practices and good laboratory practices, or GLPs. If we, our medicines or
pharmacovigilance practice, good distribution practices and good laboratory practices, or GLPs. If we, our medicines or
medicine candidates, or the third-party manufacturing facilities for our medicines or medicine candidates fail to comply with
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applicable regulatory requirements, a regulatory agency may:
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impose injunctions or restrictions on the marketing, manufacturing or distribution of a medicine, suspend or
withdraw medicine approvals, revoke necessary licenses or suspend medicine reimbursement;
issue warning letters, show cause notices or untitled letters describing alleged violations, which may be publicly
available;
suspend any ongoing clinical trials or delay or prevent the initiation of clinical trials;
delay or refuse to approve pending applications or supplements to approved applications we have filed;
refuse to permit drugs or precursor or intermediary chemicals to be imported or exported to or from the United
States;
suspend or impose restrictions or additional requirements on operations, including costly new manufacturing
quality or pharmacovigilance requirements;
seize or detain medicines or require us to initiate a medicine recall; and/or
commence criminal investigations and prosecutions.
Moreover, existing regulatory approvals and any future regulatory approvals that we obtain will be subject to
limitations on the approved indicated uses and patient populations for which our medicines may be marketed, the conditions
of approval, requirements for potentially costly, post-market testing and requirements for surveillance to monitor the safety
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and efficacy of the medicines. Physicians nevertheless may prescribe our medicines to their patients in a manner that is
inconsistent with the approved label or that is off-label. Positive clinical trial results in any of our medicine development
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programs increase the risk that approved pharmaceutical forms of the same active pharmaceutical ingredients, or APIs, may
programs increase the risk that approved pharmaceutical forms of the same active pharmaceutical ingredients, or APIs, may
be used off-label in those indications. If we are found to have improperly promoted off-label uses of approved medicines, we
be used off-label in those indications. If we are found to have improperly promoted off-label uses of approved medicines, we
may be subject to significant sanctions, civil and criminal fines and injunctions prohibiting us from engaging in specified
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ppromotional conduct.
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In addition, engaging in improper promotion of our medicines for off-label uses in the United States can subject us to
false claims litigation under federal and state statutes. These false claims statutes in the United States include the federal
False Claims Act, which allows any individual to bring a lawsuit against a pharmaceutical company on behalf of the federal
government alleging submission of false or fraudulent claims or causing to present such false or fraudulent claims for
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payment by a federal program such as Medicare or Medicaid. Growth in false claims litigation has increased the risk that a
payment by a federal program such as Medicare or Medicaid. Growth in false claims litigation has increased the risk that a
pharmaceutical company will have to defend a false claim action, pay civil money penalties, settlement fines or restitution,
pharmaceutical company will have to defend a false claim action, pay civil money penalties, settlement fines or restitution,
agree to comply with burdensome reporting and compliance obligations and be excluded from Medicare, Medicaid and other
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federal and state healthcare programs.
The regulations, policies or guidance of regulatory agencies may change and new or additional statutes or government
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regulations may be enacted that could prevent or delay regulatory approval of our medicine candidates or further restrict or
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regulate post-approval activities. For example, in January 2014, the FDA released draft guidance on how drug companies
can fulfill their regulatory requirements for post-marketing submission of interactive promotional media, and though the
guidance provided insight into how the FDA views a company’s responsibility for certain types of social media promotion,
there remains a substantial amount of uncertainty regarding internet and social media promotion of regulated medical
products. We cannot predict the likelihood, nature or extent of adverse government regulation that may arise from pending or
products. We cannot predict the likelihood, nature or extent of adverse government regulation that may arise from pending or
future legislation or administrative action, either in the United States or abroad. If we are unable to achieve and maintain
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regulatory compliance, we will not be permitted to market our drugs, which would materially adversely affect our business,
results of operations and financial condition.
We have rights to medicines in certain jurisdictions but have no control over third parties that have rights to
commercialize those medicines in other jurisdictions, which could adversely affect our commercialization of these
medicines.
Following our sale of the rights to RAVICTI (i) outside of North America and Japan to Medical Need Europe AB, part
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of the Immedica Group, or Immedica, in December 2018 and (ii) in Japan to Immedica, Immedica has marketing and
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distribution rights to RAVICTI in those regions. Following our sale of the rights to PROCYSBI in the Europe, Middle East
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and Africa, or EMEA, regions to Chiesi Farmaceutici S.p.A., or Chiesi, in June 2017, or the Chiesi divestiture, Chiesi has
marketing and distribution rights to PROCYSBI in the EMEA regions. Miravo Healthcare (formerly known as Nuvo
Pharmaceuticals Inc.), or Miravo, has retained its rights to PENNSAID 2% in territories outside of the United States. In
March 2017, Miravo announced that it had entered into an exclusive license agreement with Sayre Therapeutics PVT Ltd. to
distribute, market and sell PENNSAID 2% in India, Sri Lanka, Bangladesh and Nepal, and in December 2017 Miravo
announced that it had entered into a license and distribution agreement with Gebro Pharma AG for the exclusive right to
register, distribute, market and sell PENNSAID 2% in Switzerland and Liechtenstein. We have little or no control over
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Immedica’s activities with respect to RAVICTI outside of North America, over Chiesi’s activities with respect to
PROCYSBI in the EMEA, or over Miravo’s or its existing and future commercial partners’ activities with respect to
PENNSAID 2% outside of the United States even though those activities could impact our ability to successfully
commercialize these medicines. For example, Immedica or its assignees, Chiesi or its assignees or Miravo or its assignees
can make statements or use promotional materials with respect to RAVICTI, PROCYSBI or PENNSAID 2% , respectively,
outside of the United States that are inconsistent with our positioning of the medicines in the United States, and could sell
RAVICTI, PROCYSBI or PENNSAID 2%, respectively, in foreign countries at prices that are dramatically lower than the
prices we charge in the United States. These activities and decisions, while occurring outside of the United States, could
prices we charge in the United States. These activities and decisions, while occurring outside of the United States, could
harm our commercialization strategy in the United States. In addition, medicine recalls or safety issues with these medicines
outside the United States, even if not related to the commercial medicine we sell in the United States, could result in serious
damage to the brand in the United States and impair our ability to successfully market them. We also rely on Immedica,
Chiesi and Miravo, or their assignees to provide us with timely and accurate safety information regarding the use of these
medicines outside of the United States, as we have or will have limited access to this information ourselves.
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We rely on third parties to manufacture commercial supplies of all of our medicines, and we currently intend to rely on
third parties to manufacture commercial supplies of any other approved medicines. The commercialization of any of
our medicines could be stopped, delayed or made less profitable if those third parties fail to provide us with sufficient
quantities of medicine or fail to do so at acceptable quality levels or prices or fail to maintain or achieve satisfactory
regulatory compliance.
The facilities used by our third-party manufacturers to manufacture our medicines and medicine candidates must be
approved by the applicable regulatory authorities. We do not control the manufacturing processes of third-party
manufacturers and are currently completely dependent on our third-party manufacturing partners.
We rely on AGC Biologics A/S (formerly known as CMC Biologics A/S), or AGC Biologics, as our exclusive
manufacturer of the TEPEZZA drug substance and Catalent Indiana, LLC, or Catalent, for TEPEZZA drug product. On
December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of recent U.S.
government-mandated COVID-19 vaccine production orders pursuant to the DPA that dramatically restricted capacity
available for the production of TEPEZZA at our drug product contract manufacturer, Catalent. To offset the reduced slots
allowed by the DPA and Catalent, we accelerated plans to increase the production scale of TEPEZZA drug product. In
January 2021, we submitted a prior approval supplement to the FDA to support increased scale production of TEPEZZA drug
product for the treatment of TED. The submission includes data to support more product output with each manufacturing slot
than is currently approved by the FDA. We will continue to discuss potential additional data requirements and approval
timeline with the FDA, but we cannot guarantee when the FDA will approve the submission, if at all. We continue to
anticipate the disruption could last through the first quarter of 2021, however the length of the TEPEZZA supply disruption
will depend on future manufacturing slots and whether future manufacturing slots are successfully completed, as well as on
decisions by the FDA regarding the increased scale manufacturing process of TEPEZZA. While we are not currently aware
of any manufacturing facilities other than Catalent that are part of the supply chain for our medicines that are being utilized
for the manufacture of vaccines for COVID-19, similar circumstances could arise in the future and could result in supply
disruption to our other medicines.
Further, following the highly successful launch of TEPEZZA, which significantly exceeded expectations, we began the
process of expanding our production capacity in 2020 to meet anticipated future demand for TEPEZZA. If AGC Biologics
fails to supply TEPEZZA drug substance or if Catalent fails to supply TEPEZZA drug product for a period beyond our
current expectation or either manufacturer is otherwise unable to meet our volume requirements due to unexpected market
demand for TEPEZZA, it may lead to further TEPEZZA supply constraints. We rely on NOF Corporation, or NOF, as our
exclusive supplier of the PEGylation agent that is a critical raw material in the manufacture of KRYSTEXXA. If NOF fails
to supply such PEGylation agent, it may lead to KRYSTEXXA supply constraints. A key excipient used in PENNSAID 2%
as a penetration enhancer is dimethyl sulfoxide, or DMSO. We and Miravo, our exclusive supplier of PENNSAID 2%, rely
on a sole proprietary form of DMSO for which we maintain a substantial safety stock. However, should this supply become
inadequate, damaged, destroyed or unusable, we and Miravo may not be able to qualify a second source. We rely on an
exclusive supply agreement with Boehringer Ingelheim Biopharmaceuticals GmbH, or Boehringer Ingelheim
Biopharmaceuticals, for manufacturing and supply of ACTIMMUNE. ACTIMMUNE is manufactured by starting with cells
from working cell bank samples which are derived from a master cell bank. We and Boehringer Ingelheim
Biopharmaceuticals separately store multiple vials of the master cell bank. In the event of catastrophic loss at our or
Boehringer Ingelheim Biopharmaceuticals’ storage facility, it is possible that we could lose multiple cell banks and have the
manufacturing capacity of ACTIMMUNE severely impacted by the need to substitute or replace the cell banks.
If any of our third-party manufacturers cannot successfully manufacture material that conforms to our specifications
and the applicable regulatory authorities’ strict regulatory requirements, or pass regulatory inspection, they will not be able to
secure or maintain regulatory approval for the manufacturing facilities. In addition, we have no control over the ability of
third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel. If the FDA or any
other applicable regulatory authorities do not approve these facilities for the manufacture of our medicines or if they
withdraw any such approval in the future, or if our suppliers or third-party manufacturers decide they no longer want to
supply our primary active ingredients or manufacture our medicines, we may need to find alternative manufacturing facilities,
which would significantly impact our ability to develop, obtain regulatory approval for or market our medicines. To the
extent any third-party manufacturers that we engage with respect to our medicines are different from those currently being
used for commercial supply in the United States, the FDA will need to approve the facilities of those third-party
manufacturers used in the manufacture of our medicines prior to our sale of any medicine using these facilities.
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Although we have entered into supply agreements for the manufacture and packaging of our medicines, our
manufacturers may not perform as agreed or may terminate their agreements with us. We currently rely on single source
suppliers for certain of our medicines. If our manufacturers terminate their agreements with us, we may have to qualify new
back-up manufacturers. We rely on safety stock to mitigate the risk of our current suppliers electing to cease producing bulk
drug product or ceasing to do so at acceptable prices and quality. However, we can provide no assurance that such safety
stocks would be sufficient to avoid supply shortfalls in the event we have to identify and qualify new contract manufacturers.
The manufacture of medicines requires significant expertise and capital investment, including the development of
advanced manufacturing techniques and process controls. Manufacturers of medicines often encounter difficulties in
production, particularly in scaling up and validating initial production. These problems include difficulties with production
costs and yields, quality control, including stability of the medicine, quality assurance testing, shortages of qualified
personnel, as well as compliance with strictly enforced federal, state and foreign regulations. Furthermore, if microbial, viral
or other contaminations are discovered in the medicines or in the manufacturing facilities in which our medicines are made,
such manufacturing facilities may need to be closed for an extended period of time to investigate and remedy the
contamination. We cannot assure that issues relating to the manufacture of any of our medicines will not occur in the
future. Additionally, our manufacturers may experience manufacturing difficulties due to resource constraints or as a result
of labor disputes or unstable political environments. If our manufacturers were to encounter any of these difficulties, or
otherwise fail to comply with their contractual obligations, our ability to commercialize our medicines or provide any
medicine candidates to patients in clinical trials would be jeopardized.
Any delay or interruption in our ability to meet commercial demand for our medicines will result in the loss of potential
revenues and could adversely affect our ability to gain market acceptance for these medicines. In addition, any delay or
interruption in the supply of clinical trial supplies could delay the completion of clinical trials, increase the costs associated
with maintaining clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials
at additional expense or terminate clinical trials completely.
Failures or difficulties faced at any level of our supply chain, including any further potential disruption caused by the
COVID-19 pandemic, could materially adversely affect our business and delay or impede the development and
commercialization of any of our medicines or medicine candidates and could have a material adverse effect on our business,
results of operations, financial condition and prospects.
We face significant competition from other biotechnology and pharmaceutical companies, including those marketing
generic medicines and our operating results will suffer if we fail to compete effectively.
The biotechnology and pharmaceutical industries are intensely competitive. We have competitors both in the United
States and international markets, including major multinational pharmaceutical companies, biotechnology companies and
universities and other research institutions. Many of our competitors have substantially greater financial, technical and other
resources, such as larger research and development staff, experienced marketing and manufacturing organizations and well-
established sales forces. Additional consolidations in the biotechnology and pharmaceutical industries may result in even
more resources being concentrated in our competitors and we will have to find new ways to compete and may have to
potentially merge with or acquire other businesses to stay competitive. Competition may increase further as a result of
advances in the commercial applicability of technologies and greater availability of capital for investment in these
industries. Our competitors may succeed in developing, acquiring or in-licensing on an exclusive basis, medicines that are
more effective and/or less costly than our medicines.
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Although TEPEZZA does not face direct competition, other therapies, such as corticosteroids, have been used on an
off-label basis to alleviate some of the symptoms of TED. While these therapies have not proved effective in treating the
underlying disease, and carry with them significant side effects, their off-label use could reduce or delay treatment in the
addressable patient population for TEPEZZA. Immunovant Inc., or Immunovant, is conducting Phase 2 clinical trials of a
fully human anti-FcRn monoclonal antibody candidate for the treatment of active TED, also referred to as Graves’
ophthalmopathy. On February 2, 2021, Immunovant announced a voluntary pause in the clinical dosing of the candidate due
to elevated total cholesterol and low-density lipoprotein levels in patients treated with the candidate. Immunovant has
indicated it intends to continue developing the candidate but did not provide an estimate of when the dosing might resume.
Viridian Therapeutics, Inc. is pursuing development of an anti-IGF-1R monoclonal antibody for TED and has announced
plans to initiate a Phase 2 trial in the second half of 2021. While KRYSTEXXA faces limited direct competition, a number
of competitors have medicines in clinical trials, including Selecta Biosciences Inc., or Selecta, which has initiated a Phase 3
trial of a candidate for the treatment of chronic refractory gout. In September 2020, Selecta announced topline clinical data
that did not meet the primary endpoint or demonstrate statistical superiority for their Phase 2 trial that compared their
candidate, which includes an immunomodulator, to KRYSTEXXA alone. In July 2020, Selecta and Swedish Orphan
Biovitrum AB, or Sobi, entered into a strategic licensing agreement under which Sobi will assume responsibility for certain
development, regulatory, and commercial activities for this candidate. RAVICTI could face competition from a few
medicine candidates that are in early-stage development, including a gene-therapy candidate by Ultragenyx Pharmaceutical
Inc., a generic taste-masked formulation option of BUPHENYL by ACER Therapeutics Inc., an enzyme replacement for a
specific UCD subtype (ARG) by Aeglea Bio Therapeutics Inc. and a mRNA-based therapeutic for a specific UCD subtype
(OTC) by Arcturus Therapeutics Holdings Inc. PROCYSBI faces competition from Cystagon (immediate-release cysteamine
bitartrate capsules) for the treatment of cystinosis, Cystadrops (cysteamine ophthalmic solution) for the treatment of corneal
cystine crystal deposits and Cystaran (cysteamine ophthalmic solution) for treatment of corneal crystal accumulation in
patients with cystinosis. Additionally, we are also aware that AVROBIO, Inc. has an early-stage gene therapy candidate in
development for the treatment of cystinosis. PENNSAID 2% faces competition from generic versions of diclofenac sodium
topical solutions that are priced significantly less than the price we charge for PENNSAID 2%. The generic version of
Voltaren Gel is the market leader in the topical NSAID category. Legislation enacted in most states in the United States
allows, or in some instances mandates, that a pharmacist dispense an available generic equivalent when filling a prescription
for a branded medicine, in the absence of specific instructions from the prescribing physician. DUEXIS faces competition
from other NSAIDs, including Celebrex®, marketed by Pfizer Inc., and celecoxib, a generic form of the medicine marketed
by other pharmaceutical companies. DUEXIS also faces significant competition from the separate use of NSAIDs for pain
relief and GI protective medications to reduce the risk of NSAID-induced upper GI ulcers. Both NSAIDs and GI protective
medications are available in generic form and may be less expensive to use separately than DUEXIS, despite such
substitution being off-label in the case of DUEXIS. Because pharmacists often have economic and other incentives to
prescribe lower-cost generics, if physicians prescribe PENNSAID 2% or DUEXIS, those prescriptions may not result in
sales. If physicians do not complete prescriptions through our HorizonCares program or otherwise provide prescribing
instructions prohibiting generic diclofenac sodium topical solutions as a substitute for PENNSAID 2%, the substitution of
generic ibuprofen and famotidine separately as a substitution for DUEXIS, sales of PENNSAID 2% and DUEXIS may suffer
despite any success we may have in promoting PENNSAID 2% or DUEXIS to physicians. In addition, other medicine
candidates that contain ibuprofen and famotidine in combination or naproxen and esomeprazole in combination, while not
currently known or FDA approved, may be developed and compete with DUEXIS in the future.
We have also entered into settlement and license agreements that may allow certain of our competitors to sell generic
versions of certain of our medicines in the United States, subject to the terms of such agreements. We granted (i) a non-
exclusive license (that is only royalty-bearing in some circumstances) to manufacture and commercialize a generic version of
DUEXIS in the United States after January 1, 2023, (ii) non-exclusive licenses to manufacture and commercialize generic
versions of PENNSAID 2% in the United States after October 17, 2027, (iii) a non-exclusive license to manufacture and
commercialize a generic version of RAYOS tablets in the United States after December 23, 2022, and (iv) non-exclusive
licenses to manufacture and commercialize generic versions of RAVICTI in the United States after July 1, 2025, or earlier
under certain circumstances.
t Actavis
Patent litigation is currently pending in the United States District Court for the District of New Jersey against Actavis
Laboratories UT, Inc., formerly known as Watson Laboratories, Inc., Actavis, Inc. and Actavis plc, or collectively Actavis,
who intend to market
Orange Book, or the Orange Book. These cases arise from Paragraph IV Patent Certification notice letters from Actavis
advising it had filed an Abbreviated New Drug Application, or ANDA, with the FDA seeking approval to market a generic
version of PENNSAID 2% before the expiration of the patents-in-suit.
a generic version of PENNSAID 2% prior to the expiration of certain of our patents listed in the FDA’s
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On February 27, 2020, following a judgment in federal court invalidating certain patents covering VIMOVO, Dr.
Reddy’s launched a generic version of VIMOVO in the United States. While patent litigation against Dr. Reddy’s for
infringement continues on additional patents in the New Jersey District Court, we now face generic competition for
VIMOVO, which has negatively impacted net sales of VIMOVO in 2020. As a result, we have repositioned our promotional
efforts previously directed to VIMOVO to the other inflammation segment medicines and expect that our VIMOVO net sales
will continue to decrease in future periods.
Patent litigation is currently pending in the Federal Circuit Court of Appeals and the United States District Court of
New Jersey against Alkem Laboratories, Inc., or Alkem, and Teva Pharmaceuticals USA, Inc., or Teva USA, respectively,
who each intend to market a generic version of DUEXIS prior to the expiration of certain of our patents listed in the Orange
Book. These cases arise from Paragraph IV Patent Certification notice letters from Alkem and Teva USA advising they had
filed an ANDA with the FDA seeking approval to market a generic version of DUEXIS before the expiration of the patents-
in-suit.
On June 27, 2020, we received notice from Lupin Limited, or Lupin, that it had filed an ANDA with the FDA seeking
approval of a generic version of PROCYSBI. The ANDA contained a Paragraph IV Patent Certification alleging that the
patents covering PROCYSBI are invalid and/or will not be infringed by Lupin’s manufacture, use or sale of a generic version
of PROCYSBI. Patent litigation is currently pending in the United States District Court of New Jersey against Lupin seeking
to prevent Lupin from selling its generic version of PROCYSBI before the expiration of the patents-in-suit.
If we are unsuccessful in any of the PENNSAID 2% cases, DUEXIS cases or PROCYSBI case, we will likely face
generic competition with respect to PENNSAID 2%, DUEXIS, and/or PROCYSBI and sales of PENNSAID 2%, DUEXIS,
and/or PROCYSBI will be substantially harmed.
ACTIMMUNE is the only medicine currently approved by the FDA specifically for the treatment of CGD and
SMO. While there are additional or alternative approaches used to treat patients with CGD and SMO, there are currently no
medicines on the market that compete directly with ACTIMMUNE. A widely accepted protocol to treat CGD in the United
States is the use of concomitant “triple prophylactic therapy” comprising ACTIMMUNE, an oral antibiotic agent and an oral
antifungal agent. However, the FDA-approved labeling for ACTIMMUNE does not discuss this “triple prophylactic
therapy,” and physicians may choose to prescribe one or both of the other modalities in the absence of
ACTIMMUNE. Because of the immediate and life-threatening nature of SMO, the preferred treatment option for SMO is
often to have the patient undergo a bone marrow transplant which, if successful, will likely obviate the need for further use of
ACTIMMUNE in that patient. Likewise, the use of bone marrow transplants in the treatment of patients with CGD is
becoming more prevalent, which could have a material adverse effect on sales of ACTIMMUNE and its profitability. We are
aware of a number of research programs investigating the potential of gene therapy as a possible cure for CGD. Additionally,
other companies may be pursuing the development of medicines and treatments that target the same diseases and conditions
which ACTIMMUNE is currently approved to treat. As a result, it is possible that our competitors may develop new
medicines that manage CGD or SMO more effectively, cost less or possibly even cure CGD or SMO. In addition, U.S.
healthcare legislation passed in March 2010 authorized the FDA to approve biological products, known as biosimilars, that
are similar to or interchangeable with previously approved biological products, like ACTIMMUNE, based upon potentially
abbreviated data packages. Biosimilars are likely to be sold at substantially lower prices than branded medicines because the
biosimilar manufacturer would not have to recoup the research and development and marketing costs associated with the
branded medicine. Though we are not currently aware of any biosimilar under development, the development and
commercialization of any competing medicines or the discovery of any new alternative treatment for CGD or SMO could
have a material adverse effect on sales of ACTIMMUNE and its profitability. We have licenses to U.S. patents covering
ACTIMMUNE. If not otherwise invalidated, those patents expire in 2022.
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BUPHENYL’s composition of matter patent protection and orphan drug exclusivity have expired. Because
BUPHENYL has no regulatory exclusivity or listed patents, there is nothing to prevent a competitor from submitting an
ANDA for a generic version of BUPHENYL and receiving FDA approval. Generic versions of BUPHENYL to date have
been priced at a discount relative to RAVICTI, and physicians, patients, or payers may decide that this less expensive
alternative is preferable to RAVICTI. If this occurs, sales of RAVICTI could be materially reduced, but we would
nevertheless be required to make royalty payments to Bausch Health Companies Inc. (formerly Ucyclyd Pharma, Inc.), or
Bausch, and another external party, at the same royalty rates. While Bausch and its affiliates are generally contractually
prohibited from developing or commercializing new medicines, anywhere in the world, for the treatment of UCD or hepatic
encephalopathy, or HE, which are chemically similar to RAVICTI, they may still develop and commercialize medicines that
compete with RAVICTI. For example, medicines approved for indications other than UCD and HE may still compete with
RAVICTI if physicians prescribe such medicines off-label for UCD or HE. We are also aware that Recordati S.p.A
(formerly known as Orphan Europe SARL), or Recordati, is conducting clinical trials of carglumic acid to assess the efficacy
for acute hyperammonemia in some of the UCD enzyme deficiencies for which RAVICTI is approved for chronic
treatment. Carglumic acid is approved for maintenance therapy for chronic hyperammonemia and to treat hyperammonemic
crises in N-acetylglutamate synthase deficiency, a rare UCD subtype, and is sold under the name Carbaglu. If the results of
this trial are successful and Recordati is able to complete development and obtain approval of Carbaglu to treat additional
UCD enzyme deficiencies, RAVICTI may face additional competition from this compound.
The availability and price of our competitors’ medicines could limit the demand, and the price we are able to charge,
for our medicines. We will not successfully execute on our business objectives if the market acceptance of our medicines is
inhibited by price competition, if physicians are reluctant to switch from existing medicines to our medicines, or if physicians
switch to other new medicines or choose to reserve our medicines for use in limited patient populations.
In addition, established pharmaceutical companies may invest heavily to accelerate discovery and development of
novel compounds or to acquire novel compounds that could make our medicines obsolete. Our ability to compete
successfully with these companies and other potential competitors will depend largely on our ability to leverage our
experience in clinical, regulatory and commercial development to:
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develop and acquire medicines that are superior to other medicines in the market;
attract qualified clinical, regulatory, and sales and marketing personnel;
obtain patent and/or other proprietary protection for our medicines and technologies;
obtain required regulatory approvals; and
successfully collaborate with pharmaceutical companies in the discovery, development and commercialization of
new medicine candidates.
If we are unable to maintain or realize the benefits of orphan drug exclusivity, we may face increased competition with
respect to certain of our medicines.
Under the Orphan Drug Act of 1983, the FDA may designate a medicine as an orphan drug if it is a drug intended to
treat a rare disease or condition affecting fewer than 200,000 people in the United States. A company that first obtains FDA
approval for a designated orphan drug for the specified rare disease or condition receives orphan drug marketing exclusivity
for that drug for a period of seven years from the date of its approval. PROCYSBI received ten years of market exclusivity,
through 2023, as an orphan drug in Europe. PROCYSBI received seven years of market exclusivity, through 2022, for
patients two years of age to less than six years of age, and seven years of market exclusivity, through 2024, for patients one
year of age to less than two years of age, as an orphan drug in the United States. In addition, TEPEZZA has been granted
orphan drug exclusivity for treatment of active (dynamic) phase Graves’ ophthalmopathy, which we expect will provide
orphan drug marketing exclusivity in the United States until January 2027. However, despite orphan drug exclusivity, the
FDA can still approve another drug containing the same active ingredient and used for the same orphan indication if it
determines that a subsequent drug is safer, more effective or makes a major contribution to patient care, and orphan
exclusivity can be lost if the orphan drug manufacturer is unable to ensure that a sufficient quantity of the orphan drug is
available to meet the needs of patients with the rare disease or condition. Orphan drug exclusivity may also be lost if the
FDA later determines that the initial request for designation was materially defective. In addition, orphan drug exclusivity
does not prevent the FDA from approving competing drugs for the same or similar indication containing a different active
ingredient. If orphan drug exclusivity is lost and we were unable to successfully enforce any remaining patents covering the
applicable medicine, we could be subject to generic competition and revenues from the medicine could decrease materially.
In addition, if a subsequent drug is approved for marketing for the same or a similar indication as our medicines despite
orphan drug exclusivity, we may face increased competition and lose market share with respect to these medicines.
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If we cannot successfully implement our patient assistance programs or increase formulary access and reimbursement
for our medicines in the face of increasing pressure to reduce the price of medications, the adoption of our medicines
by physicians, patients and payers may decline.
There continues to be immense pressure from healthcare payers, PBMs and others to use less expensive or generic
medicines or over-the-counter brands instead of certain branded medicines. For example, some PBMs have placed certain of
our medicines on their exclusion lists from time to time, which has resulted in a loss of coverage for patients whose
healthcare plans have adopted these PBM lists. Additional healthcare plans, including those that contract with these PBMs
but use different formularies, may also choose to exclude our medicines from their formularies or restrict coverage to
situations where a generic or over-the-counter medicine has been tried first. Many payers and PBMs also require patients to
make co-payments for branded medicines, including many of our medicines, in order to incentivize the use of generic or
other lower-priced alternatives instead. Legislation enacted in most states in the United States allows, or in some instances
mandates, that a pharmacist dispenses an available generic equivalent when filling a prescription for a branded medicine, in
the absence of specific instructions from the prescribing physician. Because our medicines (other than BUPHENYL and
VIMOVO) do not currently have FDA-approved generic equivalents in the United States, we do not believe our medicines
should be subject to mandatory generic substitution laws. We understand that some pharmacies may attempt to obtain
physician authorization to switch prescriptions for DUEXIS to prescriptions for multiple generic medicines with similar APIs
to ensure payment for the medicine if the physician’s prescription for the branded medicine is not immediately covered by
the payer, despite such substitution being off-label in the case of DUEXIS. If these limitations in coverage and other
incentives result in patients refusing to fill prescriptions or being dissatisfied with the out-of-pocket costs of their
medications, or if pharmacies otherwise seek and receive physician authorization to switch prescriptions, not only would we
lose sales on prescriptions that are ultimately not filled, but physicians may be dissuaded from writing prescriptions for our
medicines in the first place in order to avoid potential patient non-compliance or dissatisfaction over medication costs, or to
avoid spending the time and effort of responding to pharmacy requests to switch prescriptions.
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Part of our commercial strategy to increase adoption and access to our medicines in the face of these incentives to use
generic alternatives is to offer physicians the opportunity to have eligible patients fill prescriptions through independent
pharmacies participating in our HorizonCares patient assistance program, including shipment of prescriptions to patients. We
also have contracted with a third-party prescription clearinghouse that offers physicians a single point of contact for
processing prescriptions through these independent pharmacies, reducing physician administrative costs, increasing the fill
rates for prescriptions and enabling physicians to monitor refill activity. Through HorizonCares, financial assistance may be
available to reduce eligible patients’ out-of-pocket costs for prescriptions filled. Because of this assistance, eligible patients’
out-of-pocket cost for our medicines when dispensed through HorizonCares may be significantly lower than such costs when
our medicines are dispensed outside of the HorizonCares program. However, to the extent physicians do not direct
prescriptions currently filled through traditional pharmacies, including those associated with or controlled by PBMs, to
pharmacies participating in our HorizonCares program, we may experience a significant decline in PENNSAID 2% and
DUEXIS prescriptions. Our ability to increase utilization of our patient assistance programs will depend on physician and
patient awareness and comfort with the programs, and we do not control whether physicians will ultimately use our patient
assistance programs to prescribe our medicines or whether patients will agree to receive our medicines through our
HorizonCares program. In addition, the HorizonCares program is not available to federal health care program (such as
Medicare and Medicaid) beneficiaries. We have also contracted with certain PBMs and other payers to secure formulary
status and reimbursement for certain of our inflammation segment medicines, which generally require us to pay
administrative fees and rebates to the PBMs and other payers for qualifying prescriptions. While we have business
relationships with two of the largest PBMs, Express Scripts, Inc., or Express Scripts, and CVS Caremark, as well as rebate
agreements with other PBMs, and we believe these agreements will secure formulary status for certain of our medicines, we
cannot guarantee that we will be able to agree to terms with other PBMs and other payers, or that such terms will be
commercially reasonable to us. Despite our agreements with PBMs, the extent of formulary status and reimbursement will
ultimately depend to a large extent upon individual healthcare plan formulary decisions. If healthcare plans that contract with
PBMs with which we have agreements do not adopt formulary changes recommended by the PBMs with respect to our
medicines, we may not realize the expected access and reimbursement benefits from these agreements. In addition, we
generally pay higher rebates for prescriptions covered under plans that adopt a PBM-chosen formulary than for plans that
adopt custom formularies. Consequently, the success of our PBM contracting strategy will depend not only on our ability to
expand formulary adoption among healthcare plans, but also upon the relative mix of healthcare plans that have PBM-chosen
formularies versus custom formularies. If we are unable to realize the expected benefits of our contractual arrangements with
the PBMs we may continue to experience reductions in net sales from our inflammation segment medicines and/or reductions
in net pricing for our inflammation segment medicines due to increasing patient assistance costs. If we are unable to increase
adoption of HorizonCares for filling prescriptions of our medicines and to secure formulary status and reimbursement
through arrangements with PBMs and other payers, particularly with healthcare plans that use custom formularies, our ability
to achieve net sales growth for our inflammation segment medicines would be impaired.
There has been negative publicity and inquiries from Congress and enforcement authorities regarding the use of
specialty pharmacies and drug pricing. Our patient assistance programs are not involved in the prescribing of medicines and
are solely to assist in ensuring that when a physician determines one of our medicines offers a potential clinical benefit to
their patients and they prescribe one for an eligible patient, financial assistance may be available to reduce the patient’s out-
of-pocket costs. In addition, all pharmacies that fill prescriptions for our medicines are fully independent, including those
that participate in HorizonCares. We do not own or possess any option to purchase an ownership stake in any pharmacy that
distributes our medicines, and our relationship with each pharmacy is non-exclusive and arm’s length. All of our sales are
processed through pharmacies independent of us. Despite this, the negative publicity and interest from Congress and
enforcement authorities regarding specialty pharmacies may result in physicians being less willing to participate in our
patient assistance programs and thereby limit our ability to increase patient assistance and adoption of our medicines.
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We may also encounter difficulty in forming and maintaining relationships with pharmacies that participate in our
patient assistance programs. We currently depend on a limited number of pharmacies participating in HorizonCares to fulfill
patient prescriptions under the HorizonCares program. If these HorizonCares participating pharmacies are unable to process
and fulfill the volume of patient prescriptions directed to them under the HorizonCares program, our ability to maintain or
increase prescriptions for our medicines will be impaired. The commercialization of our medicines and our operating results
could be affected should any of the HorizonCares participating pharmacies choose not to continue participation in our
HorizonCares program or by any adverse events at any of those HorizonCares participating pharmacies. For example,
pharmacies that dispense our medicines could lose contracts that they currently maintain with managed care organizations, or
MCOs, including PBMs. Pharmacies often enter into agreements with MCOs. They may be required to abide by certain
terms and conditions to maintain access to MCO networks, including terms and conditions that could limit their ability to
participate in patient assistance programs like ours. Failure to comply with the terms of their agreements with MCOs could
result in a variety of penalties, including termination of their agreement, which could negatively impact the ability of those
pharmacies to dispense our medicines and collect reimbursement from MCOs for such medicines.
The HorizonCares program may implicate certain federal and state laws related to, among other things, unlawful
schemes to defraud, excessive fees for services, healthcare kickbacks, tortious interference with patient contracts and
statutory or common law fraud. We have a comprehensive compliance program in place to address adherence with various
laws and regulations relating to the selling, marketing and manufacturing of our medicines, as well as certain third-party
relationships, including pharmacies. Specifically, with respect to pharmacies, the compliance program utilizes a variety of
methods and tools to monitor and audit pharmacies, including those that participate in the HorizonCares program, to confirm
their activities, adjudication and practices are consistent with our compliance policies and guidance. Despite our compliance
efforts, to the extent the HorizonCares program is found to be inconsistent with applicable laws or the pharmacies that
participate in our patient assistance programs do not comply with applicable laws, we may be required to restructure or
discontinue such programs, terminate our relationship with certain pharmacies, or be subject to other significant penalties. In
November 2015, we received a subpoena from the U.S. Attorney’s Office for the Southern District of New York requesting
documents and information related to our patient assistance programs and other aspects of our marketing and
commercialization activities. We are unable to predict how long this investigation will continue or its outcome, but we have
incurred and anticipate that we may continue to incur significant costs in connection with the investigation, regardless of the
outcome. We may also become subject to similar investigations by other governmental agencies or Congress. The
investigation by the U.S. Attorney’s Office and any additional investigations of our patient assistance programs and sales and
marketing activities may result in significant damages, fines, penalties, exclusion, additional reporting requirements and/or
oversight or other administrative sanctions against us.
If the cost of maintaining our patient assistance programs increases relative to our sales revenues, we could be forced to
reduce the amount of patient financial assistance that we offer or otherwise scale back or eliminate such programs, which
could in turn have a negative impact on physicians’ willingness to prescribe and patients’ willingness to fill prescriptions of
our medicines. While we believe that our arrangements with PBMs will result in broader inclusion of certain of our
inflammation segment medicines on healthcare plan formularies, and therefore increase payer reimbursement and lower our
cost of providing patient assistance programs, these arrangements generally require us to pay administrative and rebate
payments to the PBMs and/or other payers and their effectiveness will ultimately depend to a large extent upon individual
healthcare plan formulary decisions that are beyond the control of the PBMs. If our arrangements with PBMs and other
payers do not result in increased prescriptions and reductions in our costs to provide our patient assistance programs that are
sufficient to offset the administrative fees and rebate payments to the PBMs and/or other payers, our financial results may
continue to be harmed.
If we are unable to successfully implement our commercial plans and facilitate adoption by patients and physicians of
any approved medicines through our sales, marketing and commercialization efforts, then we will not be able to generate
sustainable revenues from medicine sales which will have a material adverse effect on our business and prospects.
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Our business operations may subject us to numerous commercial disputes, claims and/or lawsuits and such litigation
may be costly and time-consuming and could materially and adversely impact our financial position and results of
operations.
Operating in the pharmaceutical industry, particularly the commercialization of medicines, involves numerous commercial
relationships, complex contractual arrangements, uncertain intellectual property rights, potential product liability and other
aspects that create heightened risks of disputes, claims and lawsuits. In particular, we may face claims related to the safety of
our medicines, intellectual property matters, employment matters, tax matters, commercial disputes, competition, sales and
marketing practices, environmental matters, personal injury, insurance coverage and acquisition or divestiture-related
matters. Any commercial dispute, claim or lawsuit may divert management’s attention away from our business, we may incur
significant expenses in addressing or defending any commercial dispute, claim or lawsuit, and we may be required to pay
damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial
results.
We are currently in litigation with multiple generic drug manufacturers regarding intellectual property
infringement. For example, we are currently involved in Hatch Waxman litigation with generic drug manufacturers related to
DUEXIS, PENNSAID 2%, VIMOVO, and PROCYSBI.
Similarly, from time to time we are involved in disputes with distributors, PBMs and licensing partners regarding our
rights and performance of obligations under contractual arrangements. For example, we were previously in litigation with
Express Scripts related to alleged breach of contract claims.
Litigation related to these disputes may be costly and time-consuming and could materially and adversely impact our
financial position and results of operations if resolved against us.
A variety of risks associated with operating our business internationally could adversely affect our business.
In addition to our U.S. operations, we have operations in Ireland, Bermuda, the Grand Duchy of Luxembourg, or
Luxembourg, Switzerland, Germany and in Canada. Furthermore, we are pursuing a global expansion strategy to bring
TEPEZZA to patients with TED outside of the United States, including Japan. We face risks associated with our
international operations, including possible unfavorable political, tax and labor conditions, which could harm our
business. We are subject to numerous risks associated with international business activities, including:
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compliance with Irish laws and the maintenance of our Irish tax residency with respect to our overall corporate
structure and administrative operations, including the need to generally hold meetings of our board of directors
and make decisions in Ireland, which may make certain corporate actions more cumbersome, costly and time-
consuming;
difficulties in staffing and managing foreign operations;
foreign government taxes, regulations and permit requirements;
U.S. and foreign government tariffs, trade restrictions, price and exchange controls and other regulatory
requirements;
anti-corruption laws, including the Foreign Corrupt Practices Act, or the FCPA;
economic weakness, including inflation, natural disasters, war, events of terrorism or political instability in
particular foreign countries;
fluctuations in currency exchange rates, which could result in increased operating expenses and reduced
revenues, and other obligations related to doing business in another country;
compliance with tax, employment, immigration and labor laws, regulations and restrictions for employees living
or traveling abroad;
workforce uncertainty in countries where labor unrest is more common than in the United States;
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production shortages resulting from any events affecting raw material supply or manufacturing capabilities
abroad;
changes in diplomatic and trade relationships; and
challenges in enforcing our contractual and intellectual property rights, especially in those foreign countries that
do not respect and protect intellectual property rights to the same extent as the United States.
Our business activities outside of the United States are subject to the FCPA and similar anti-bribery or anti-corruption
laws, regulations or rules of other countries in which we operate. The FCPA and similar anti-corruption laws generally
prohibit offering, promising, giving, or authorizing others to give anything of value, either directly or indirectly, to non-U.S.
government officials in order to improperly influence any act or decision, secure any other improper advantage, or obtain or
retain business. The FCPA also requires public companies to make and keep books and records that accurately and fairly
reflect the transactions of the company and to devise and maintain an adequate system of internal accounting controls. As
described above, our business is heavily regulated and therefore involves significant interaction with public officials,
including officials of non-U.S. governments. Additionally, in many other countries, the health care providers who prescribe
pharmaceuticals are employed by their government, and the purchasers of pharmaceuticals are government entities; therefore,
any dealings with these prescribers and purchasers may be subject to regulation under the FCPA. Recently the SEC and the
U.S. Department of Justice, or DOJ, have increased their FCPA enforcement activities with respect to pharmaceutical
companies. In addition, under the Dodd–Frank Wall Street Reform and Consumer Protection Act, private individuals who
report to the SEC original information that leads to successful enforcement actions may be eligible for a monetary
award. We are engaged in ongoing efforts that are designed to ensure our compliance with these laws, including due
diligence, training, policies, procedures and internal controls. However, there is no certainty that all employees and third-
party business partners (including our distributors, wholesalers, agents, contractors, and other partners) will comply with anti-
bribery laws. In particular, we do not control the actions of manufacturers and other third-party agents, although we may be
liable for their actions. Violation of these laws may result in civil or criminal sanctions, which could include monetary fines,
criminal penalties, and disgorgement of past profits, which could have a material adverse impact on our business and
financial condition.
We are subject to tax audits around the world, and such jurisdictions may assess additional income tax against us.
Although we believe our tax positions are reasonable, the final determination of tax audits could be materially different from
our recorded income tax provisions and accruals. The ultimate results of an audit could have a material adverse effect on our
operating results or cash flows in the period or periods for which that determination is made and could result in increases to
our overall tax expense in subsequent periods.
These and other risks associated with our international operations may materially adversely affect our business,
financial condition and results of operations.
If we fail to develop or acquire other medicine candidates or medicines, our business and prospects would be limited.
A key element of our strategy is to develop or acquire and commercialize a portfolio of other medicines or medicine
. Because we do not engage in proprietary drug discovery, the success of this strategy depends in
such as our pending acquisition of
candidates in addition to our current medicines, through business or medicine acquisitions such as our pending acquisition of
Viela Bio, Inc. or Viela
large part upon the combination of our regulatory, development and commercial capabilities and expertise and our ability to
identify, select and acquire approved or clinically enabled medicine candidates for therapeutic indications that complement or
augment our current medicines, or that otherwise fit into our development or strategic plans on terms that are acceptable to
us. Identifying, selecting and acquiring promising medicines or medicine candidates requires substantial technical, financial
and human resources expertise. Efforts to do so may not result in the actual acquisition or license of a particular medicine or
medicine candidate, potentially resulting in a diversion of our management’s time and the expenditure of our resources with
no resulting benefit, which results may occur if we do not close our pending acquisition of Viela. If we are unable to
identify, select and acquire suitable medicines or medicine candidates from third parties or acquire businesses at valuations
and on other terms acceptable to us, or if we are unable to raise capital required to acquire businesses or new medicines, our
business and prospects will be limited.
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Moreover, any medicine candidate we acquire may require additional, time-consuming development or regulatory
efforts prior to commercial sale or prior to expansion into other indications, including pre-clinical studies if applicable, and
extensive clinical testing and approval by the FDA and applicable foreign regulatory authorities. All medicine candidates are
prone to the risk of failure that is inherent in pharmaceutical medicine development, including the possibility that the
medicine candidate will not be shown to be sufficiently safe and/or effective for approval by regulatory authorities. In
addition, we cannot assure that any such medicines that are approved will be manufactured or produced economically,
successfully commercialized or widely accepted in the marketplace or be more effective or desired than other commercially
available alternatives.
In addition, if we fail to successfully commercialize and further develop our medicines, there is a greater likelihood that
we will fail to successfully develop a pipeline of other medicine candidates to follow our existing medicines or be able to
acquire other medicines to expand our existing portfolio, and our business and prospects would be harmed.
We have experienced growth and expanded the size of our organization substantially in connection with our
acquisition transactions, and we may experience difficulties in managing this growth as well as potential additional
growth in connection with future medicine, development program or company acquisitions.
As of December 31, 2013, we employed approximately 300 full-time employees as a consolidated entity. As of
December 31, 2020, we employed approximately 1,395 full-time employees, including approximately 460 sales
representatives, representing a substantial change to the size of our organization. If our pending acquisition of Viela is
If our pending acquisition of Viela is
completed, we will experience a further increase in headcount.
turnover of the sales representatives that we hired or will hire in connection with the commercialization of our medicines,
requiring us to hire and train new sales representatives. Our management, personnel, systems and facilities currently in place
may not be adequate to support anticipated growth, and we may not be able to retain or recruit qualified personnel in the
future due to competition for personnel among pharmaceutical businesses.
We have also experienced, and may continue to experience,
As our commercialization plans and strategies continue to develop, including as a result of our pending acquisition of
Viela, we will need to continue to recruit and train sales and marketing personnel. Our ability to manage any future growth
effectively may require us to, among other things:
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continue to manage and expand the sales and marketing efforts for our existing medicines;
enhance our operational, financial and management controls, reporting systems and procedures;
expand our international resources;
successfully identify, recruit, hire, train, maintain, motivate and integrate additional employees;
establish and increase our access to commercial supplies of our medicines and medicine candidates;
expand our facilities and equipment; and
manage our internal development efforts effectively while complying with our contractual obligations to
licensors, licensees, contractors, collaborators, distributors and other third parties.
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Our acquisitions have resulted in many changes, and our pending acquisition of Viela may result in additional changes,
including significant changes in the corporate business and legal entity structure, the integration of other companies and their
personnel with us, and changes in systems. We may encounter unexpected difficulties or incur unexpected costs, including:
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difficulties in achieving growth prospects from combining third-party businesses with our business;
difficulties in the integration of operations and systems;
difficulties in the assimilation of employees and corporate cultures;
challenges in preparing financial statements and reporting timely results at both a statutory level for multiple
entities and jurisdictions and at a consolidated level for public reporting;
challenges in keeping existing physician prescribers and patients and increasing adoption of acquired medicines;
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the
combination;
potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with the
transaction; and
challenges in attracting and retaining key personnel.
If any of these factors impair our ability to continue to integrate our operations with those of any companies or
businesses we acquire, including Viela if our pending acquisition is completed, we may not be able to realize the business
opportunities, growth prospects and anticipated tax synergies from combining the businesses. In addition, we may be
required to spend additional time or money on integration that otherwise would be spent on the development and expansion
of our business. For example, we will need to spend additional time and money on the integration of Viela’s research and
development and sales and marketing functions with our own functions.
We may not be successful in growing our commercial operations outside the United States, and could encounter other
challenges in growing our commercial presence, including due to risks associated with political and economic instability,
operating under different legal requirements and tax complexities. If we are unable to manage our commercial growth
outside of the United States, our opportunities to expand sales in other countries will be limited or we may experience greater
costs with respect to our ex-U.S. commercial operations.
We have also broadened our acquisition strategy to include development-stage assets or programs, which entails
additional risk to us. For example, if we are unable to identify programs that ultimately result in approved medicines, we
may spend material amounts of our capital and other resources evaluating, acquiring and developing medicines that
ultimately do not provide a return on our investment. We have less experience evaluating development-stage assets and may
be at a disadvantage compared to other entities pursuing similar opportunities. Regardless, development-stage programs
generally have a high rate of failure and we cannot guarantee that any such programs will ultimately be successful. While we
have significantly enhanced our research and development function in recent years, we may need to enhance our clinical
development and regulatory functions to properly evaluate and develop earlier-stage opportunities, which may include
recruiting personnel that are knowledgeable in therapeutic areas we have not yet pursued. If we are unable to acquire
promising development-stage assets or eventually obtain marketing approval for them, we may not be able to create a
meaningful pipeline of new medicines and eventually realize a return on our investments. For example, a core strategic
rationale for the Viela acquisition is Viela’s pipeline of medicine candidates and research and development capabilities, but if
we experience clinical failures with respect to Viela’s medicine candidates and research programs or such candidates and
programs do not otherwise result in marketed medicines, we will not realize the expected benefits from the substantial
investment we intend to make in the acquisition and subsequent development of the Viela pipeline.
Our management may also have to divert a disproportionate amount of its attention away from day-to-day activities and
toward managing these growth and integration activities. Our future financial performance and our ability to execute on our
business plan will depend, in part, on our ability to effectively manage any future growth and our failure to effectively
manage growth could have a material adverse effect on our business, results of operations, financial condition and prospects.
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Our prior medicine and company acquisitions and any other strategic transactions that we may pursue in the future
could have a variety of negative consequences, and we may not realize the benefits of such transactions or attempts to
engage in such transactions.
We have completed multiple medicine and company acquisitions and our strategy is to engage in additional strategic
transactions with third parties, such as acquisitions of companies or divisions of companies and asset purchases of medicines,
medicine candidates or technologies that we believe will complement or augment our existing business. We may also
consider a variety of other business arrangements, including spin-offs, strategic partnerships, joint ventures, restructurings,
divestitures, business combinations and other investments. Any such transaction may require us to incur non-recurring and
other charges, increase our near and long-term expenditures, pose significant integration challenges, create additional tax,
legal, accounting and operational complexities in our business, require additional expertise, result in dilution to our existing
shareholders and disrupt our management and business, which could harm our operations and financial results.
We are subject to contractual obligations under an amended and restated license agreement with the Regents of the
University of California, San Diego, or UCSD, as amended, with respect to PROCYSBI. To the extent that we fail to
perform our obligations under the agreement, UCSD may, with respect to applicable indications, terminate the license or
otherwise cause the license to become non-exclusive. If this license was terminated, we would have no further right to use or
exploit the related intellectual property, which would limit our ability to develop PROCYSBI in other indications, and could
impact our ability to continue commercializing PROCYSBI in its approved indications.
We face significant competition in seeking appropriate strategic transaction opportunities and the negotiation process
for any strategic transaction can be time-consuming and complex. In addition, we may not be successful in our efforts to
engage in certain strategic transactions because our financial resources may be insufficient and/or third parties may not view
our commercial and development capabilities as being adequate. We may not be able to expand our business or realize our
strategic goals if we do not have sufficient funding or cannot borrow or raise additional capital. There is no assurance that
following any of our recent acquisition transactions or any other strategic transaction, including the pending acquisition of
Viela, we will achieve the anticipated revenues, net income or other benefits that we believe justify such transactions. In
addition, any failures or delays in entering into strategic transactions anticipated by analysts or the investment community
could seriously harm our consolidated business, financial condition, results of operations or cash flow.
We may not be able to successfully maintain our current advantageous tax status and resulting tax rates, which could
adversely affect our business and financial condition, results of operations and growth prospects.
Our parent company is incorporated in Ireland and has subsidiaries maintained in multiple jurisdictions, including
Ireland, the United States, Switzerland, Luxembourg, Germany, Canada and Bermuda. We are able to achieve a favorable
tax rate through the performance of certain functions and ownership of certain assets in tax-efficient jurisdictions, including
Ireland and Bermuda, together with the use of intercompany service and transfer pricing agreements, each on an arm’s length
basis. Our effective tax rate may be different than experienced in the past due to numerous factors including, changes to the
tax laws of jurisdictions that we operate in, the enactment of new tax treaties or changes to existing tax treaties, changes in
the mix of our profitability from jurisdiction to jurisdiction, the implementation of the EU Anti-Tax Avoidance Directive (see
further discussion below), the implementation of the Bermuda Economic Substance Act 2018 (effective December 31, 2018)
and our inability to secure or sustain acceptable agreements with tax authorities (if applicable). Any of these factors could
cause us to experience an effective tax rate significantly different from previous periods or our current expectations. Taxing
authorities, such as the U.S. Internal Revenue Service, or IRS, actively audit and otherwise challenge these types of
arrangements, and have done so in the pharmaceutical industry. We expect that these challenges will continue as a result of
the recent increase in scrutiny and political attention on corporate tax structures. The IRS and/or the Irish tax authorities may
challenge our structure and transfer pricing arrangements through an audit or lawsuit. Responding to or defending such a
challenge could be expensive and consume time and other resources, and divert management’s time and focus from operating
our business. We cannot predict whether taxing authorities will conduct an audit or file a lawsuit challenging this structure,
the cost involved in responding to any such audit or lawsuit, or the outcome. If we are unsuccessful in defending such a
challenge, we may be required to pay taxes for prior periods, as well as interest, fines or penalties, and may be obligated to
pay increased taxes in the future, any of which could require us to reduce our operating expenses, decrease efforts in support
of our medicines or seek to raise additional funds, all of which could have a material adverse effect on our business, financial
condition, results of operations and growth prospects.
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The IRS may not agree with our conclusion that our parent company should be treated as a foreign corporation for
U.S. federal income tax purposes following the combination of the businesses of Horizon Pharma, Inc., or HPI, our
predecessor, and Vidara Therapeutics International Public Limited Company, or Vidara.
Although our parent company is incorporated in Ireland, the IRS may assert that it should be treated as a U.S.
corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Internal
Revenue Code of 1986, as amended, or the Code. A corporation is generally considered a tax resident in the jurisdiction of
its organization or incorporation for U.S. federal income tax purposes. Because our parent company is an Irish incorporated
entity, it would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these general
rules. Section 7874 of the Code provides an exception pursuant to which a foreign incorporated entity may, in certain
circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.
In July 2018, the IRS issued regulations under Section 7874. We do not believe that our classification as a foreign
corporation for U.S. federal income tax purposes is affected by Section 7874 or the regulations thereunder, though the IRS
may disagree.
Recent and future changes to U.S. and non-U.S. tax laws could materially adversely affect our company.
Under current law, we expect our parent company to be treated as a foreign corporation for U.S. federal income tax
purposes. However, changes to the rules in Section 7874 of the Code or regulations promulgated thereunder or other
guidance issued by the U.S. Department of the Treasury, or the U.S. Treasury, or the IRS could adversely affect our parent
company’s status as a foreign corporation for U.S. federal income tax purposes or the taxation of transactions between
members of our group, and any such changes could have prospective or retroactive application. If our parent company is
treated as a domestic corporation, more of our income will be taxed by the United States which may substantially increase
our effective tax rate.
In addition, the Organization for Economic Co-operation and Development, or the OECD, released its Base Erosion
and Profit Shifting project final report on October 5, 2015. This report provides the basis for international standards for
corporate taxation that are designed to prevent, among other things, the artificial shifting of income to tax havens and low-tax
jurisdictions, the erosion of the tax base through interest deductions on intercompany debt and the artificial avoidance of
permanent establishments (i.e., tax nexus with a jurisdiction). Legislation to adopt these standards has been enacted or is
currently under consideration in a number of jurisdictions. On June 7, 2017, several countries, including many countries that
we operate and have subsidiaries in, participated in the signing ceremony adopting the OECD’s Multilateral Convention to
Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting, commonly referred to as the MLI. The
MLI came into effect on July 1, 2018. In January 2019, Ireland deposited the instrument of ratification of Ireland’s MLI
choices with the OECD. Ireland’s MLI came into force on May 1, 2019, however the provisions in respect of withholding
taxes and other taxes levied by Ireland did not come into effect for us until January 1, 2020 (with application also depending
on whether the MLI has been ratified in other jurisdictions whose tax treaties with Ireland are affected). The MLI may
modify affected tax treaties making it more difficult for us to obtain advantageous tax-treaty benefits. The number of
affected tax treaties could eventually be in the thousands. As a result, our income may be taxed in jurisdictions where it is
not currently taxed and at higher rates of tax than it is currently taxed, which may increase our effective tax rate.
The Irish Finance Act 2019, or Finance Act 2019, which was signed into law on December 22, 2019, introduced
changes to Ireland’s transfer pricing rules, which came into force with effect from January 1, 2020. The changes introduce
the 2017 version of the OECD Transfer Pricing Guidelines, or 2017 OECD Guidelines, as the reference guidelines for
Ireland’s domestic transfer pricing regime. The 2017 OECD Guidelines were already applicable under Ireland’s international
tax treaties and therefore the introduction of these guidelines should only affect transactions with non-tax treaty countries. In
addition to updating Irish tax law for the 2017 OECD Guidelines, these changes also extend the transfer pricing rules to
certain non-trading transactions and to certain capital transactions. We have restructured certain intercompany arrangements,
such that we do not expect there to be a material impact on our effective tax rate as a result of the introduction of these
provisions.
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On July 12, 2016, the Anti-Tax Avoidance Directive, or ATAD, was formally adopted by the Economic and Financial
Affairs Council of the EU. The stated objective of the ATAD is to provide for the effective and swift coordinated
implementation of anti-base erosion and profit shifting measures at EU level. Like all directives, the ATAD is binding as to
the results it aims to achieve though EU Member States are free to choose the form and method of achieving those results. In
addition, the ATAD contains a number of optional provisions that present an element of choice as to how it will be
implemented into law. On December 25, 2018, the Finance Act 2018 was signed into Irish law, which introduced certain
elements of the ATAD, such as the Controlled Foreign Company, or CFC, regime, into Irish law. The CFC regime became
effective as of January 1, 2019. The ATAD also set out a high-level framework for the introduction of Anti-hybrid
provisions. Finance Act 2019 introduced Anti-hybrid legislation in Ireland with effect from January 1, 2020. It is anticipated
that Finance Act 2021 will introduce further ATAD measures, such as the interest limitation rules and anti-hybrid rules to
neutralize reverse-hybrid mismatches into Irish law with effect from January 1, 2022. Although it is difficult at this stage to
determine with precision the impact that these remaining provisions will have, their implementation could materially increase
our effective tax rate.
On December 22, 2017, U.S. federal income tax legislation was signed into law (H.R. 1, “An Act to provide for
reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018”, informally titled the
Tax Cuts and Jobs Act, or the Tax Act) that significantly revised the Code in the United States. The Tax Act, among other
things, contained significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal
rate of 35% to a flat rate of 21%, limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for
certain small businesses), implementation of a “base erosion anti-abuse tax” which requires U.S. corporations to make an
alternative determination of taxable income without regard to tax deductions for certain payments to affiliates, taxation of
certain non-U.S. corporations’ earnings considered to be “global intangible low taxed income”, or GILTI, repeal of the
alternative minimum tax, or AMT, for corporations and changes to a taxpayer’s ability to either utilize or refund the AMT
credits previously generated, changes to the limitation on deductions for certain executive compensation particularly with
respect to the removal of the previously allowed performance based compensation exception, changes in the attribution rules
relating to shareholders of certain “controlled foreign corporations”, limitation of the deduction for net operating losses to
80% of current year taxable income and elimination of net operating loss carrybacks, one-time taxation of offshore earnings
at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain
important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over
time, and modifying or repealing many business deductions and credits. For example, U.S. federal income tax law resulting
in additional taxes owed by U.S. shareholders under the GILTI rules, together with the Tax Act’s change to the attribution
rules related to “controlled foreign corporations” may discourage U.S. investors from owning or acquiring 10% or greater of
our outstanding ordinary shares, which other shareholders may have viewed as beneficial or may otherwise negatively impact
the trading price of our ordinary shares.
On March 27, 2020, H.R.748, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was
enacted in the United States, which provides temporary relief from certain aspects of the Tax Act that had imposed
limitations on the utilization of certain losses, interest expense deductions, and the timing of refunds of alternative minimum
tax credits.
We are unable to predict what tax laws may be proposed or enacted in the future or what effect such changes would
have on our business. To the extent new tax laws are enacted, or new guidance released, this could have an adverse effect on
our future effective tax rate. It could also lead to an increase in the complexity and cost of tax compliance. We urge our
shareholders to consult with their legal and tax advisors with respect to the potential tax consequences of investing in or
holding our ordinary shares.
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If a United States person is treated as owning at least 10% of our ordinary shares, such holder may be subject to
adverse U.S. federal income tax consequences.
If a United States person is treated as owning (directly, indirectly, or constructively) at least 10% of the value or voting
power of our ordinary shares, such person may be treated as a “United States shareholder” with respect to each “controlled
foreign corporation” in our group (if any). Because our group includes one or more U.S. subsidiaries, certain of our non-U.S.
subsidiaries could be treated as controlled foreign corporations (regardless of whether or not we are treated as a controlled
foreign corporation). A United States shareholder of a controlled foreign corporation may be required to report annually and
include in its U.S. taxable income its pro rata share of “Subpart F income,” “global intangible low-taxed income,” and
investments in U.S. property by controlled foreign corporations, regardless of whether we make any distributions. An
individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed
certain tax deductions or foreign tax credits that would be allowed to a U.S. corporation that is a United States shareholder
with respect to a controlled foreign corporation. Failure to comply with these reporting and tax paying obligations may
subject a United States shareholder to significant monetary penalties and may prevent the statute of limitations from starting
with respect to such shareholder’s U.S. federal income tax return for the year for which reporting was due. We cannot
provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries is treated as a
controlled foreign corporation or whether any investor is treated as a United States shareholder with respect to any such
controlled foreign corporation or furnish to any United States shareholders information that may be necessary to comply with
the aforementioned reporting and tax paying obligations. A United States investor should consult its advisors regarding the
potential application of these rules to an investment in our ordinary shares.
If we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully
implement our business strategy.
Our ability to compete in the highly competitive biotechnology and pharmaceuticals industries depends upon our
ability to attract and retain highly qualified managerial, scientific and medical personnel. We are highly dependent on our
management, sales and marketing and scientific and medical personnel, including our executive officers. In order to retain
valuable employees at our company, in addition to salary and annual cash incentives, we provide a mix of performance stock
units, or PSUs, that vest subject to attainment of specified corporate performance goals and continued services, stock options
and restricted stock units, or RSUs, that vest over time subject to continued services. The value to employees of PSUs, stock
options and RSUs will be significantly affected by movements in our share price that are beyond our control, and may at any
time be insufficient to counteract more lucrative offers from other companies.
Despite our efforts to retain valuable employees, members of our management, sales and marketing, regulatory affairs,
clinical development, medical affairs and development teams may terminate their employment with us on short
notice. Although we have written employment arrangements with all of our employees, these employment arrangements
generally provide for at-will employment, which means that our employees can leave our employment at any time, with or
without notice. The loss of the services of any of our executive officers or other key employees and our inability to find
suitable replacements could potentially harm our business, financial condition and prospects. We do not maintain “key man”
insurance policies on the lives of these individuals or the lives of any of our other employees. Our success also depends on
our ability to continue to attract, retain and motivate highly skilled junior, mid-level, and senior managers as well as junior,
mid-level, and senior sales and marketing and scientific and medical personnel.
Many of the other biotechnology and pharmaceutical companies with whom we compete for qualified personnel have
greater financial and other resources, different risk profiles and longer histories in the industry than we do. They also may
provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more
appealing to high quality candidates than that which we have to offer. If we are unable to continue to attract and retain high
quality personnel, the rate and success at which we can develop and commercialize medicines and medicine candidates will
be limited.
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We are subject to ongoing obligations and continued regulatory review by the FDA and equivalent foreign regulatory
agencies, which may result in significant additional expense and significant penalties if we fail to comply with
regulatory requirements or experience unanticipated problems with our medicines.
Any regulatory approvals that we obtain for our medicine candidates may also be subject to limitations on the approved
indicated uses for which the medicine may be marketed or to the conditions of approval, or contain requirements for
potentially costly post-marketing testing, including Phase 4 clinical trials and surveillance to monitor the safety and efficacy
of the medicine candidate. In addition, with respect to our current FDA-approved medicines (and with respect to our
medicine candidates, if approved), the manufacturing processes, labeling, packaging, distribution, adverse event reporting,
storage, advertising, promotion and recordkeeping for the medicine are subject to extensive and ongoing regulatory
requirements. These requirements include submissions of safety and other post-marketing information and reports,
registration, as well as continued compliance with cGMPs, GCPs, International Council for Harmonisation, or ICH,
guidelines and GLPs, which are regulations and guidelines enforced by the FDA for all of our medicines in clinical
development, for any clinical trials that we conduct post-approval.
In addition, the FDA closely regulates the marketing and promotion of drugs and biologics. The FDA does not
regulate the behaviour of physicians in their choice of treatments. The FDA does, however, restrict manufacturers’
promotional communications. A significant number of pharmaceutical companies have been the target of inquiries and
investigations by various U.S. federal and state regulatory, investigative, prosecutorial and administrative entities in
connection with the promotion of medicines for off-label uses and other sales practices. These investigations have alleged
violations of various U.S. federal and state laws and regulations, including claims asserting antitrust violations, violations of
the Food, Drug and Cosmetic Act, false claims laws, the Prescription Drug Marketing Act, anti-kickback laws, and other
alleged violations in connection with the promotion of medicines for unapproved uses, pricing and Medicare and/or Medicaid
reimbursement.
Later discovery of previously unknown problems with a medicine, including adverse events of unanticipated severity
or frequency, or with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory
requirements, may result in, among other things:
•
•
•
•
restrictions on the marketing or manufacturing of the medicine, withdrawal of the medicine from the market, or
voluntary or mandatory medicine recalls;
refusal by the FDA to approve pending applications or supplements to approved applications filed by us or our
strategic partners, or suspension or revocation of medicine license approvals;
medicine seizure or detention, or refusal to permit the import or export of medicines; and
injunctions, the imposition of civil or criminal penalties, or exclusion, debarment or suspension from government
healthcare programs.
If we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained
and we may not sustain profitability, which would have a material adverse effect on our business, results of operations,
financial condition and prospects.
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We are subject to federal, state and foreign healthcare laws and regulations and implementation or changes to such
healthcare laws and regulations could adversely affect our business and results of operations.
The United States and some foreign jurisdictions are considering or have enacted a number of legislative and regulatory
proposals that change the healthcare system in ways that could impact profitability. In the United States and abroad there is
significant interest in implementing regulations and legislation with the stated goals of containing healthcare costs, improving
quality, and/or expanding access. The pharmaceutical industry has been a focus of these efforts and has been significantly
affected by major legislative initiatives, particularly in the United States.
The healthcare system is highly regulated in the United States and, as a biotech company that participates in
government-regulated healthcare programs, we are subject to complex laws and regulations. Violation of these laws, or any
other federal or state regulations, may subject us to significant administrative, civil and/or criminal penalties, damages,
disgorgement, fines, exclusion, imprisonment, additional reporting requirements, and/or oversight from federal health care
programs that could require the restructuring of our operations. Any of these could have a material adverse effect on our
business and financial results. Any action against us for violation of these laws, even if we ultimately are successful in our
defense, will cause us to incur significant legal expenses and divert our management’s attention away from the operation of
our business.
There were efforts by the Trump administration as well as Congressional and judicial actions taken to replace or
weaken certain aspects of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education
Reconciliation Act (collectively, the ACA). For example, President Trump signed several Executive Orders and other
directives designed to eliminate, delay or otherwise modify the implementation of certain provisions of the ACA.
Concurrently, Congress considered legislation that would repeal and/or replace all or part of the ACA. While Congress has
not passed comprehensive repeal legislation, it has enacted laws that modify certain provisions of the ACA. In particular, the
Tax Act included a provision which decreased, effective January 1, 2019, the tax-based shared responsibility payment
imposed by the ACA to $0. Commonly referred to as the “individual mandate,” this provision imposed a fine on certain
individuals who fail to maintain qualifying health coverage for all or part of the year. In addition, the 2020 federal spending
package permanently eliminated, effective January 1, 2020, the ACA-mandated “Cadillac” tax on high-cost employer-
sponsored health coverage and medical device tax and, effective January 1, 2021, also eliminated the health insurer tax.
Finally, Congress increased the manufacturer coverage gap discount that is owed by pharmaceutical manufacturers of
branded drugs and biosimilars who participate in Medicare Part D from 50% to 70%.
Challenges to the ACA are also taking place in courts, including the U.S. Supreme Court, with some lower court’s
ruling some or all of the ACA unconstitutional. For example, on December 14, 2018, a Texas U.S. District Court Judge ruled
that the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress as part of the Tax
Act. Additionally, on December 18, 2019, the U.S. Court of Appeals for the 5th Circuit upheld the District Court ruling that
the individual mandate was unconstitutional and remanded the case back to the District Court to determine whether the
remaining provisions of the ACA are invalid as well. The U.S. Supreme Court is currently reviewing this case, although it is
unclear when a decision will be made. Although the U.S. Supreme Court has not yet ruled on the constitutionality of the
ACA, on January 28, 2021, President Biden issued an executive order to initiate a special enrollment period from February
15, 2021 through May 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The
executive order also instructs certain governmental agencies to review and reconsider their existing policies and rules that
limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that
include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage
through Medicaid or the ACA. There is a wide range of potential outcomes to this litigation and it is unclear how the
Supreme Court ruling, other such litigation and the healthcare reform measures of the Biden administration will impact the
ACA’s many different provisions affecting the health system, the pharmaceutical sector and our business.
In addition, drug pricing by pharmaceutical companies in the United States has come under increased
scrutiny. Specifically, there have been several recent state and U.S. congressional inquiries into pricing practices by
pharmaceutical companies.
At the federal level, the Trump Administration used several means to propose or implement drug pricing reform,
including through federal budget proposals and issuing executive orders and proposals in an effort to reduce the cost of drugs
under Medicare and reform government program reimbursement methodologies, while calling on Congress to pass legislation
that addresses drug prices and competition.
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Additionally, in 2020, the Administration advanced its agenda on drug pricing through a series of executive orders.
For example, on July 24, 2020, President Trump announced several executive orders related to prescription drug pricing that
attempt to implement several of the Trump Administration proposals, including a policy that would tie both Medicare Part B
and Part D drug prices to international drug prices, or the “most favored nation price,” the details of which were released on
September 13, 2020; one that directs HHS to finalize the Canadian drug importation proposed rule previously issued by HHS
and makes other changes allowing for personal importation of drugs from Canada; one that directs HHS to finalize the
rulemaking process on modifying the anti-kickback law safe harbors for plans, pharmacies, and PBMs, commonly known as
the “rebate rule”; and one that reduces the cost of insulin and injectable epinephrine to patients acquired through the 340B
program. Further, on August 6, 2020, the Trump administration issued another executive order that instructs the federal
government to develop a list of “essential” medicines and then buy them and other medical supplies from U.S. manufacturers
instead of from companies around the world, including China. The order is meant to reduce regulatory barriers to domestic
pharmaceutical manufacturing and catalyze manufacturing technologies needed to keep drug prices low and the production of
drug products in the United States. The FDA issued the list of “essential” medicines pursuant to this order on October 30,
2020.
In November 2020, CMS issued an interim final rule, or IFR, implementing the Most Favored Nation, or MFN, Model
basing Medicare Part B reimbursement rates for the top fifty drugs covered by Part B based to the lowest price drug
manufacturers receive in Organization for Economic Cooperation and Development, or OECD, countries with a similar gross
domestic product per capita. The MFN Model mandates participation for providers prescribing drugs included on the list and
will apply in all U.S. states and territories for a seven-year period that was scheduled to begin on January 1, 2021 and end
December 31, 2027. However, several lawsuits were filed challenging the rule. On December 28, 2020, the United States
District Court in Northern California issued a nationwide preliminary injunction against implementation of the interim final
rule. One court granted a preliminary injunction enjoining CMS from moving forward with the rule until CMS completed
regular notice and comment rulemaking, delaying implementation. It is unclear if the Biden Administration will support,
modify, or reverse the MFN model or implement other alternative measures. President Biden’s presidential election
campaign had indicated that Biden would direct Medicare to negotiate drug prices using international prices as a reference.
The FDA released a final rule implementing a portion of the importation executive order providing guidance for states to
build and submit importation plans. Several states have acted to implement importation plans or have introduced legislation
to do so. FDA also finalized guidance for manufacturers to obtain an additional National Drug Code for an FDA-approved
drug as part of a process to provide a manufacturer a means to import its drugs that were originally intended to be marketed
in and authorized for sale in a foreign country. In addition, HHS and FDA are in the process of accepting industry proposals
to facilitate personal importation of prescription drugs. On November 20, 2020, HHS also finalized the “rebate rule”
regulation by removing safe harbor protection for price reductions from pharmaceutical manufacturers to plan sponsors under
Part D, either directly or through PBMs, unless the price reduction is required by law. The implementation of the rule has
been delayed by the Biden administration from January 1, 2022 to January 1, 2023 in response to ongoing litigation. The rule
also creates a new safe harbor for price reductions reflected at the point-of-sale, as well as a safe harbor for certain fixed fee
arrangements between PBMs, the implementation of which have also been delayed pending review by the Biden
administration until March 22, 2021.
Congress continued to seek new legislative and/or administrative measures to control drug costs. For example, in June
2020, the U.S. House of Representatives passed a bill, H.R. 1425, “Patient Protection and Affordable Care Enhancement
Act”, which would strengthen and expand parts of the ACA and incentivize Medicaid expansion, but also proposes to
implement a “Fair Price Negotiation Program” to utilize international price referencing metrics for certain drugs that are
considered high-cost or are reimbursable by both Medicare Part D and Part B, while giving commercial payers, including
employer and individual market plans, access to the reference price. The majority of our medicines are purchased by private
payers, and much of the focus of pending legislation is on government program reimbursement.
Additionally, certain proposals have been contemplated that would implement a cap on annual price increases for
certain drugs covered under Medicare at the rate of inflation or require the respective manufacturers to pay a rebate. There
has also been advocacy for increasing the Medicaid drug rebates cap, currently at 100% of a drug's average manufacturer
price or removing such cap in its entirety.
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In addition to the federal government, many states have taken action in an effort to address rising health care costs.
Generally, states have been more focused on introducing and enacting legislation that brings more transparency to drug
pricing by requiring drug companies subject to these laws to notify insurers and government regulators of price increases and
provide an explanation of the reasons for the increases, reducing the out-of-pocket cost of prescription drugs, and reviewing
the relationship between pricing and manufacturer patient programs. However, in the 2020 budget, the California legislature
directed the California Health and Human Services Agency to develop a process to use international reference pricing for
Medicaid drugs. Certain states, including California, have enacted drug transparency laws requiring drug manufacturers to
provide advance notice and explanation for price increases above a certain threshold. In addition, a growing number of states
have implemented, or are contemplating implementing, drug affordability boards to establish “allowable rates” for certain
high-cost drugs identified by such boards.
In addition to the aforementioned price reform measures, there are other potential reform measures relating to the
pharmaceutical industry. For example, there have been efforts to amend the Orphan Drug Act, including a bill passed in the
House of Representatives in November 2020, the Orphan Drug Exclusivity Act, that would have limited manufacturers’
ability to receive orphan drug exclusivity under the “cost recovery” pathway under the Orphan Drug Act. While the Senate
did not take further action on this bill in 2020, the bill’s co-sponsors were re-elected, and it remains unclear whether it will be
re-introduced. Further, on December 31, 2020, CMS issued a final rule that broadened the definition of “line extension”
under the ACA. It is unclear whether this final rule will be challenged similar to other final rules that were issued shortly
prior to the change in presidential administration.
In countries in the EU, legislators, policymakers, and healthcare insurance funds continue to propose and implement
cost-containing measures to keep healthcare costs down, due in part to the attention being paid to healthcare cost containment
in the EU. Certain of these changes could impose limitations on the prices we will be able to charge for our products and any
approved product candidates or the amounts of reimbursement available for these products from governmental agencies or
third-party payers, may increase the tax obligations on pharmaceutical companies such as ours, or may facilitate the
introduction of generic competition with respect to our products.
The implementation of cost containment measures or other healthcare reforms may prevent us from being able to
generate revenue, attain profitability, or commercialize our current medicines and/or those for which we may receive
regulatory approval in the future.
We are subject, directly or indirectly, to federal and state healthcare fraud and abuse, transparency laws and false
claims laws. Prosecutions under such laws have increased in recent years and we may become subject to such
litigation. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.
In the United States, we are subject directly, or indirectly through our customers and other third parties, to various state
and federal fraud and abuse and transparency laws, including, without limitation, the federal Anti-Kickback Statute, the
federal False Claims Act, civil monetary penalty statutes prohibiting, among other things, beneficiary inducements, and
similar state and local laws, federal and state privacy and security laws, such as the Health Insurance Portability and
Accountability Act of 1996, sunshine laws, government price reporting laws, and other fraud laws. Some states, such as
Massachusetts, make certain reported information public. In addition, there are state and local laws that require
pharmaceutical representatives to be licensed and comply with codes of conduct, transparency reporting, and other
obligations. Collectively, these laws may affect, among other things, our current and proposed research, sales, marketing and
educational programs, as well as other possible relationships with customers, pharmacies, physicians, payers, and patients.
We are subject to similar laws in the EU/EEA, including the EU General Data Protection Regulation (2016/679), or GDPR,
under which fines of up to €20.0 million or up to 4% of the annual global turnover of the infringer, whichever is greater,
could be imposed for significant non-compliance.
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Compliance with these laws, including the development of a comprehensive compliance program, is difficult, costly
and time consuming. Because of the breadth of these laws and the narrowness of available statutory and regulatory
exemptions, it is possible that some of our business activities could be subject to challenge under one or more of such
laws. Moreover, state governmental agencies may propose or enact laws and regulations that extend or contradict federal
requirements. These risks may be increased where there are evolving interpretations of applicable regulatory requirements,
such as those applicable to manufacturer co-pay programs. Pharmaceutical manufacturer co-pay programs, including
pharmaceutical manufacturer donations to patient assistance programs offered by charitable foundations, are the subject of
ongoing litigation, enforcement actions and settlements (involving other manufacturers and to which we are not a party) and
evolving interpretations of applicable regulatory requirements and certain state laws, and any change in the regulatory or
enforcement environment regarding such programs could impact our ability to offer such programs. Other recent legislation
and regulatory policies contain provisions that disincentivizes the use of co-pay coupons by requiring their value to be
included in average sales price or best price calculations, potentially lowering reimbursement for drugs with a high use of
copay coupons in Medicare Part B and Medicaid. If we are unsuccessful with our co-pay programs, we would be at a
competitive disadvantage in terms of pricing versus preferred branded and generic competitors, or be subject to significant
penalties. We are engaged in various business arrangements with current and potential customers, and we can give no
assurance that such arrangements would not be subject to scrutiny under such laws, despite our efforts to properly structure
such arrangements. Even if we structure our programs with the intent of compliance with such laws, there can be no certainty
that we would not need to defend our business activities against enforcement or litigation. Further, we cannot give any
assurances that prior business activities or arrangements of other companies that we acquire will not be scrutinized or subject
to enforcement or litigation. If any such actions are instituted against us, and we are not successful in defending ourselves or
asserting our rights, those actions could have an impact on our business, including the imposition of significant civil, criminal
and administrative sanctions, damages, disgorgement, monetary fines, possible exclusion from participation in Medicare,
Medicaid and other federal healthcare programs, imprisonment, integrity oversight and reporting obligations, contractual
damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations, any of
which could adversely affect our ability to operate our business and our results of operations.
There has also been a trend of increased federal and state regulation of payments made to physicians and other
healthcare providers. The ACA, among other things, imposed reporting requirements on drug manufacturers for payments
made by them to physicians and teaching hospitals, as well as ownership and investment interests held by physicians, defined
to include dentists, podiatrists, optometrists and licensed chiropractors, and their immediate family members. Beginning in
2022, applicable manufacturers also will be required to report such information regarding payments and transfers of value
provided during the previous year to include physician assistants, nurse practitioners, clinical nurse specialists,
anesthesiologist assistants, certified registered nurse anesthetists and certified nurse midwives. Failure to submit required
information may result in significant civil monetary penalties.
On March 5, 2019, we received a civil investigative demand, or CID, from the DOJ pursuant to the Federal False
Claims Act regarding assertions that certain of our payments to PBMs were potentially in violation of the Anti-Kickback
Statute. The CID requests certain documents and information related to our payments to PBMs, pricing and our patient
assistance program regarding DUEXIS, VIMOVO and PENNSAID 2%. We are cooperating with the investigation. While
we believe that our payments and programs are compliant with the Anti-Kickback Statute, no assurance can be given as to
the timing or outcome of the DOJ’s investigation, or that it will not result in a material adverse effect on our business.
We are unable to predict whether we could be subject to other actions under any of these or other healthcare laws, or
the impact of such actions. If we are found to be in violation of, or to have encouraged or assisted the violation by third
parties of any of the laws described above or other applicable state and federal fraud and abuse laws, we may be subject to
penalties, including significant administrative, civil and criminal penalties, damages, fines, withdrawal of regulatory
approval, imprisonment, exclusion from government healthcare reimbursement programs, contractual damages, reputational
harm, diminished profits and future earnings, injunctions and other associated remedies, or private “qui tam” actions brought
by individual whistleblowers in the name of the government, and the curtailment or restructuring of our operations, all of
which could have a material adverse effect on our business and results of operations. Any action against us for violation of
these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our
management’s attention from the operation of our business.
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Our medicines or any other medicine candidate that we develop may cause undesirable side effects or have other
properties that could delay or prevent regulatory approval or commercialization, result in medicine re-labeling or
withdrawal from the market or have a significant impact on customer demand.
Undesirable side effects caused by any medicine candidate that we develop could result in the denial of regulatory
approval by the FDA or other regulatory authorities for any or all targeted indications, or cause us to evaluate the future of
our development programs. In our Phase 3 clinical trial evaluating TEPEZZA for the treatment of active TED, the most
commonly reported treatment-emergent adverse events were muscle spasms, nausea, alopecia, diarrhea, fatigue,
hyperglycemia, hearing impairment, dysgeusia, headache and dry skin. With respect to KRYSTEXXA, the most commonly
reported serious adverse reactions in the pivotal trial were gout flares, infusion reactions, nausea, contusion or ecchymosis,
nasopharyngitis, constipation, chest pain, anaphylaxis, exacerbation of pre-existing congestive heart failure and vomiting.
With respect to RAVICTI, the most common side effects are diarrhea, nausea, decreased appetite, gas, vomiting, high blood
levels of ammonia, headache, tiredness and dizziness. The most common adverse events reported in a Phase 2 clinical trial of
PENNSAID 2% were application site reactions, such as dryness, exfoliation, erythema, pruritus, pain, induration, rash and
scabbing. With respect to PROCYSBI, the most common side effects include vomiting, nausea, abdominal pain, breath odor,
diarrhea, skin odor, fatigue, rash and headache. In our two Phase 3 clinical trials with DUEXIS, the most commonly reported
treatment-emergent adverse events were nausea, dyspepsia, diarrhea, constipation and upper respiratory tract infection. The
most common side effects observed in pivotal trials for ACTIMMUNE were “flu-like” or constitutional symptoms such as
fever, headache, chills, myalgia and fatigue. The most commonly reported treatment-emergent adverse events in the Phase 3
clinical trials with RAYOS included flare in rheumatoid arthritis related symptoms, abdominal pain, nasopharyngitis,
headache, flushing, upper respiratory tract infection, back pain and weight gain.
The FDA or other regulatory authorities may also require, or we may undertake, additional clinical trials to support the
safety profile of our medicines or medicine candidates.
In addition, if we or others identify undesirable side effects caused by our medicines or any other medicine candidate
that we may develop that receives marketing approval, or if there is a perception that the medicine is associated with
undesirable side effects:
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regulatory authorities may require the addition of labeling statements, such as a “black box” warning or a
contraindication;
regulatory authorities may withdraw their approval of the medicine or place restrictions on the way it is
prescribed;
we may be required to change the way the medicine is administered, conduct additional clinical trials or change
the labeling of the medicine or implement a risk evaluation and mitigation strategy; and
we may be subject to increased exposure to product liability and/or personal injury claims.
If any of these events occurred with respect to our medicines, our ability to generate significant revenues from the sale
of these medicines would be significantly harmed.
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We rely on third parties to conduct our pre-clinical and clinical trials. If these third parties do not successfully carry
out their contractual duties or meet expected deadlines or if they experience regulatory compliance issues, we may not
be able to obtain regulatory approval for or commercialize our medicine candidates and our business could be
substantially harmed.
We have agreements with third-party contract research organizations, or CROs, to conduct our clinical programs,
including those required for post-marketing commitments, and we expect to continue to rely on CROs for the completion of
on-going and planned clinical trials. We may also have the need to enter into other such agreements in the future if we were
to develop other medicine candidates or conduct clinical trials in additional indications for our existing medicines. We also
rely heavily on these parties for the execution of our clinical studies and control only certain aspects of their
activities. Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the
applicable protocol. We, our CROs and our academic research organizations are required to comply with current GCP or
ICH regulations. The FDA, and regulatory authorities in other jurisdictions, enforce these GCP or ICH regulations through
periodic inspections of trial sponsors, principal investigators and trial sites. If we or our CROs or collaborators fail to comply
with applicable GCP or ICH regulations, the data generated in our clinical trials may be deemed unreliable and our
submission of marketing applications may be delayed or the FDA, or such other regulatory authorities, may require us to
perform additional clinical trials before approving our marketing applications. We cannot assure that, upon inspection, the
FDA, or such other regulatory authorities, will determine that any of our clinical trials comply or complied with GCP or ICH
regulations. In addition, our clinical trials must be conducted with medicine produced under cGMP regulations, and may
require a large number of test subjects. Our failure to comply with these regulations may require us to repeat clinical trials,
which would delay the regulatory approval process. Moreover, our business may be implicated if any of our CROs or
collaborators violates federal or state fraud and abuse or false claims laws and regulations or privacy and security laws. We
must also obtain certain third-party institutional review board, or IRB, and ethics committee approvals in order to conduct our
clinical trials. Delays by IRBs and ethics committees in providing such approvals may delay our clinical trials.
If any of our relationships with these third-party CROs or collaborators terminate, we may not be able to enter into
similar arrangements on commercially reasonable terms, or at all. If CROs or collaborators do not successfully carry out
their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of
the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or regulatory requirements
or for other reasons, our clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatory
approval for or successfully commercialize our medicines and medicine candidates. As a result, our results of operations and
the commercial prospects for our medicines and medicine candidates would be harmed, our costs could increase and our
ability to generate revenues could be delayed.
Switching or adding additional CROs or collaborators can involve substantial cost and require extensive management
time and focus. In addition, there is a natural transition period when a new CRO or collaborator commences work. As a
result, delays may occur, which can materially impact our ability to meet our desired clinical development timelines. Though
we carefully manage our relationships with our CROs and collaborators, there can be no assurance that we will not encounter
similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our
business, financial condition or prospects. In particular, the ability of our CROs to conduct certain of their operations,
including monitoring of clinical sites, has been limited by the COVID-19 pandemic, and to the extent that our CROs are
unable to fulfil their contractual obligations as a result of the COVID-19 pandemic or government orders in response to the
pandemic, we may have limited or no recourse under the terms of our contractual agreements with our CROs.
Clinical development of drugs and biologics involves a lengthy and expensive process with an uncertain outcome, and
results of earlier studies and trials may not be predictive of future trial results.
Clinical testing is expensive and can take many years to complete, and its outcome is uncertain. Failure can occur at
any time during the clinical trial process. The results of pre-clinical studies and early clinical trials of potential medicine
candidates may not be predictive of the results of later-stage clinical trials. Medicine candidates in later stages of clinical
trials may fail to show the desired safety and efficacy traits despite having progressed through pre-clinical studies and initial
clinical testing. For example, in December 2016, we announced that the Phase 3 trial, Safety, Tolerability and Efficacy
of ACTIMMUNE Dose Escalation in Friedreich’s ataxia, evaluating ACTIMMUNE for the treatment of Friedreich’s ataxia
did not meet its primary endpoint. Additionally, we discontinued our ACTIMMUNE investigator-initiated trials in oncology
to focus on our strategic pipeline where we see more promise and long-term intellectual property protection.
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We may experience delays in clinical trials or investigator-initiated studies. We do not know whether any additional
clinical trials will be initiated in the future, begin on time, need to be redesigned, enroll patients on time or be completed on
schedule, if at all. Clinical trials can be delayed for a variety of reasons, including delays related to:
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obtaining regulatory approval to commence a trial;
reaching agreement on acceptable terms with prospective CROs and clinical trial sites, the terms of which can be
subject to extensive negotiation and may vary significantly among different CROs and trial sites;
obtaining IRB or ethics committee approval at each site;
recruiting suitable patients to participate in a trial;
having patients complete a trial or return for post-treatment follow-up;
clinical sites dropping out of a trial;
adding new sites; or
manufacturing sufficient quantities of medicine candidates for use in clinical trials.
Our clinical trials may also be affected by COVID-19. For example, two of our clinical trials for TEPEZZA have been
delayed until later in 2021 due to the impact of the TEPEZZA supply disruption at Catalent. In addition, clinical site
initiation and patient enrollment may be delayed due to prioritization of hospital and healthcare resources toward COVID-19.
Current or potential patients in our ongoing or planned clinical trials may also choose to not enroll, not participate in follow-
up clinical visits or drop out of the trial as a precaution against contracting COVID-19. Further, some patients may not be
able or willing to comply with clinical trial protocols if quarantines impede patient movement or interrupt healthcare services.
Some clinical sites in the United States have slowed or stopped further enrollment of new patients in clinical trials, denied
access to site monitors or otherwise curtailed certain operations. Similarly, our ability to recruit and retain principal
investigators and site staff who, as healthcare providers, may have heightened exposure to COVID-19, may be adversely
impacted. These events could delay our clinical trials, increase the cost of completing our clinical trials and negatively
impact the integrity, reliability or robustness of the data from our clinical trials.
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Patient enrollment, a significant factor in the timing of clinical trials, is affected by many factors including the size and
nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of the
clinical trial, competing clinical trials and clinicians’ and patients’ perceptions as to the potential advantages of the medicine
candidate being studied in relation to other available therapies, including any new drugs or biologics that may be approved
for the indications we are investigating. In addition, if patients drop out of our trials, miss scheduled doses or follow-up visits
or otherwise fail to follow trial protocols, or if our trials are otherwise disputed due to COVID-19 or actions taken to slow its
spread, the integrity of data from our trials may be compromised or not accepted by the FDA or other regulatory authorities,
which would represent a significant setback for the applicable program.
We could encounter delays if prescribing physicians encounter unresolved ethical issues associated with enrolling
patients in clinical trials of our medicine candidates in lieu of prescribing existing treatments that have established safety and
efficacy profiles. Further, a clinical trial may be suspended or terminated by us, our collaborators, the FDA or other
regulatory authorities due to a number of factors, including failure to conduct the clinical trial in accordance with regulatoryrr
requirements or our clinical protocols, inspection of the clinical trial operations or trial site by the FDA or other regulatory
authorities resulting in the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to
demonstrate a benefit from using a medicine candidate, changes in governmental regulations or administrative actions or lack
of adequate funding to continue the clinical trial. If we experience delays in the completion of, or if we terminate, any
clinical trial of our medicine candidates, the commercial prospects of our medicine candidates will be harmed, and our ability
to generate medicine revenues from any of these medicine candidates will be delayed. In addition, any delays in completing
our clinical trials will increase our costs, slow down our medicine development and approval process and jeopardize our
ability to commence medicine sales and generate revenues.
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Moreover, principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to
time and receive compensation in connection with such services. Under certain circumstances, we may be required to report
some of these relationships to the FDA. The FDA may conclude that a financial relationship between us and a principal
investigator has created a conflict of interest or otherwise affected interpretation of the study. The FDA may therefore
question the integrity of the data generated at the applicable clinical trial site and the utility of the clinical trial itself may be
jeopardized. This could result in a delay in approval, or rejection, of our marketing applications by the FDA and may
ultimately lead to the denial of marketing approval of one or more of our medicine candidates.
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Any of these occurrences may harm our business, financial condition, results of operations and prospects
significantly. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical
trials may also ultimately lead to the denial of regulatory approval of our medicine candidates.
Business interruptions could seriously harm our future revenue and financial condition and increase our costs and
expenses.
Our operations could be subject to earthquakes, power shortages, telecommunications failures, water shortages, floods,
hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or health pandemics, such as the current COVID-
19 pandemic, and other natural or man-made disasters or business interruptions. While we carry insurance for certain of
these events and have implemented disaster management plans and contingencies, the occurrence of any of these business
interruptions could seriously harm our business and financial condition and increase our costs and expenses. We conduct
significant management operations at both our global headquarters located in Dublin, Ireland and our U.S. office located in
Deerfield, Illinois. If our Dublin or Deerfield offices were affected by a natural or man-made disaster or other business
interruption, our ability to manage our domestic and foreign operations could be impaired, which could materially and
adversely affect our results of operations and financial condition. We currently rely, and intend to rely in the future, on third-
party manufacturers and suppliers to produce our medicines and third-party logistics partners to ship our medicines. Our
ability to obtain commercial supplies of our medicines could be disrupted and our results of operations and financial
condition could be materially and adversely affected if the operations of these third-party suppliers or logistics partners were
affected by a man-made or natural disaster or other business interruption. The ultimate impact of such events on us, our
significant suppliers and our general infrastructure is unknown.
We are dependent on information technology systems, infrastructure and data, which exposes us to data security risks.
We generate and store sensitive data, including research data, intellectual property, personal data, and proprietary
business information owned or controlled by ourselves or our employees, partners and other parties. We manage and
maintain our applications and data utilizing a combination of our own on-site systems and third-party information technology
systems, including cloud-based data centers. We are dependent upon such systems, infrastructure and data, including mobile
technologies, to operate our business. The multitude and complexity of our computer systems may make them vulnerable to
service interruption or destruction, disruption of data integrity, inadvertent errors that expose our data or systems, malicious
intrusion, or random attacks. Likewise, data privacy or security incidents or breaches by employees or others may pose a risk
that sensitive data, including our intellectual property, trade secrets or personal information of our employees, patients,
customers or other business partners may be exposed to unauthorized persons or to the public. Cyber incidents are increasing
in their frequency, sophistication and intensity.
Cyber incidents could include the deployment of harmful malware, ransomware, denial-of-service, social engineering
and other means to affect service reliability and threaten data confidentiality, integrity and availability. Changes in how our
employees work and access our systems during the COVID-19 pandemic could lead to additional opportunities for bad actors
to launch cyberattacks or for employees to cause inadvertent security risks or incidents. Our business partners face similar
risks and any security breach of their systems could adversely affect our security posture. A security breach or privacy
violation that leads to disclosure or modification of or prevents access to patient information, including personally
identifiable information or protected health information, could harm our reputation, compel us to comply with federal and/or
state breach notification laws and foreign law equivalents, subject us to mandatory corrective action, require us to verify the
correctness of database contents and otherwise subject us to litigation or other liability under laws and regulations that protect
personal data, any of which could disrupt our business and/or result in increased costs or loss of revenue. The effects of a
security breach or privacy violation could be further amplified during the COVID-19 pandemic. Moreover, the prevalent use
of mobile devices that access confidential information increases the risk of data security breaches, which could lead to the
loss of confidential information, trade secrets or other intellectual property.
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Despite significant efforts to create security barriers to the above described threats, it is impossible for us to entirely
mitigate these risks. We may be unable to anticipate or prevent techniques used to obtain unauthorized access or to
compromise our systems because they change frequently and are generally not detected until after an incident has occurred.
In addition, an accidental or intentional cybersecurity event could result in significant increases in costs, including costs for
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remediating the effects of such an event, fines imposed by regulators, lost revenues due to decrease in customer trust and
network downtime, increases in insurance premiums due to cybersecurity incidents and damages to our reputation because of
any such incident. While we have invested, and continue to invest, in the protection of our data and information technology
infrastructure, there can be no assurance that our efforts will prevent service interruptions, or identify vulnerabilities or
breaches in our systems, that could adversely affect our business and operations and/or result in the loss of critical or
sensitive information, which could result in financial, legal, business or reputational harm to us. In addition, we cannot be
certain that (a) our liability insurance will be sufficient in type or amount to cover us against claims related to security
breaches, cyberattacks and other related breaches; (b) such coverage will cover any indemnification claims against us relating
to any incident, will continue to be available to us on economically reasonable terms, or at all; or (c) any insurer will not deny
coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available
insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of
large deductible or co-insurance requirements, could adversely affect our reputation, business, financial condition and results
of operations.
We are subject to extensive laws and regulations related to data privacy, and our failure to comply with these laws and
regulations could harm our business.
We are subject to laws and regulations governing data privacy and the protection of personal information. These laws
and regulations govern our processing of personal data, including the collection, access, use, analysis, modification, storage,
transfer, security breach notification, destruction and disposal of personal data. There are foreign and state law versions of
these laws and regulations to which we are currently and/or may in the future, be subject. For example, the collection and
use of personal health data in the EU is governed by the GDPR. The GDPR, which is wide-ranging in scope, imposes several
requirements relating to the consent of the individuals to whom the personal data relates, the information disclosed to the
individuals about our privacy practices, the security and confidentiality of the personal data, data breach notification and the
use of third-party processors in connection with the processing of personal data. The GDPR also imposes strict rules on the
transfer of personal data out of the EU to the United States, provides an enforcement authority and imposes potentially large
monetary penalties for noncompliance. The GDPR requirements apply not only to third-party transactions, but also to
transfers of information within our company, including employee information. The GDPR and similar data privacy laws of
other jurisdictions place significant responsibilities on us and create potential liability in relation to personal data that we or
our third-party service providers process, including in clinical trials conducted in the United States and EU. In addition, we
expect that there will continue to be new proposed laws, regulations and industry standards relating to privacy and data
protection in the United States, the EU and other jurisdictions, and we cannot determine the impact such future laws,
regulations and standards may have on our business.
The UK’s vote in favor of exiting the EU, often referred to as Brexit, and ongoing developments in the UK have
created uncertainty with regard to data protection regulation in the UK. As of January 1, 2021, and the expiry of transitional
arrangements agreed to between the UK and EU, data processing in the UK is governed by a UK version of the GDPR
(combining the GDPR and the Data Protection Act 2018), exposing us to two parallel regimes, each of which potentially
authorizes similar fines and other potentially divergent enforcement actions for certain violations. Pursuant to the Trade and
Cooperation Agreement, or TCA, which went into effect on January 1, 2021, the UK and EU agreed to a specified period
during which the UK will be treated like an EU member state in relation to transfers of personal data to the UK for four
months from January 1, 2021. This period may be extended by two further months. Unless the EC makes an ‘adequacy
finding’ in respect of the UK before the expiration of such specified period, the UK will become an ‘inadequate third
country’ under the GDPR and transfers of data from the EEA to the UK will require an ‘transfer mechanism,’ such as the
standard contractual clauses. Furthermore, following the expiration of the specified period, there will be increasing scope for
divergence in application, interpretation and enforcement of the data protection law as between the UK and EEA. As a result,
we may incur liabilities, expenses, costs, and other operational losses under GDPR and applicable EU Member States and the
UK privacy laws in connection with any measures we take to comply with them.
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Recent legal developments in Europe have created further complexity and uncertainty regarding transfers of personal
data from the EU and UK to the United States. On July 16, 2020, the Court of Justice of the European Union, or CJEU,
invalidated the EU-US Privacy Shield Framework, or Privacy Shield, under which personal data could be transferred from
the EU and UK to United States entities who had self-certified under the Privacy Shield scheme. Nine of our United States
entities have self-certified under the scheme to facilitate the transfer of personal data from the EU and UK to the United
States. The UK’s supervisory authority may similarly invalidate use of the Privacy Shield as a vehicle for lawful data
transfers from the UK to the United States. As such, our transfers of personal data to the United States may not comply with
European data protection law and may increase our exposure to the GDPR’s heightened sanctions for violations of its cross-
border data transfer restrictions, including fines of up to 4% of annual global revenue and injunctions against transfers.
While the CJEU upheld the adequacy of the standard contractual clauses (a standard form of contract approved by the EC as
an adequate personal data transfer mechanism, and potential alternative to the Privacy Shield), it made clear that reliance on
them alone may not necessarily be sufficient in all circumstances. Use of the standard contractual clauses must now be
assessed on a case-by-case basis taking into account the legal regime applicable in the destination country, in particular
applicable surveillance laws and rights of individuals and additional measures and/or contractual provisions may need to be
put in place, however, the nature of these additional measures is currently uncertain. As supervisory authorities issue further
guidance on personal data export mechanisms, including circumstances where the standard contractual clauses cannot be
used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or
fines, and/or if we are otherwise unable to transfer personal data between and among countries and regions in which we
operate, it could affect the manner in which we provide our services, the geographical location or segregation of our relevant
systems and operations, and could adversely affect our financial results.
Additionally, the California Consumer Privacy Act, or CCPA, went into effect on January 1, 2020. The CCPA has
been dubbed the first “GDPR-like” law in the United States since it creates new individual privacy rights for consumers (as
that word is broadly defined in the law) and places increased privacy and security obligations on entities handling personal
data of consumers or households. The CCPA requires covered companies to provide new disclosures to California
consumers (as that word is broadly defined in the CCPA), provide such consumers new ways to opt-out of certain sales of
personal information, and allow for a new private right of action for data breaches. It remains unclear how the CCPA will be
interpreted, but as currently written, it will likely impact our business activities and exemplifies the vulnerability of our
business to not only cyber threats but also the evolving regulatory environment related to personal data and protected health
information. Further, California voters approved a new privacy law, the California Privacy Rights Act, or CPRA, in the
November 3, 2020 election. Effective starting on January 1, 2023, the CPRA will significantly modify the CCPA, including
by expanding consumers’ rights with respect to certain sensitive personal information. The CPRA also creates a new state
agency that will be vested with authority to implement and enforce the CCPA and the CPRA. New legislation proposed or
enacted in various other states will continue to shape the data privacy environment nationally. Certain state laws may be
more stringent or broader in scope, or offer greater individual rights, with respect to confidential, sensitive and personal
information than federal, international or other state laws, and such laws may differ from each other, which may complicate
compliance efforts. As we expand our operations and trials (both preclinical or clinical), the CCPA and CPRA may increase
our compliance costs and potential liability. Some observers have noted that the CCPA and CPRA could mark the beginning
of a trend toward more stringent privacy legislation in the United States. Other states are beginning to pass similar laws.
Compliance with these and any other applicable privacy and data security laws and regulations is a rigorous and time-
intensive process, and we may be required to put in place additional mechanisms ensuring compliance with the new data
protection rules. Any actual or perceived failure by us to comply with any applicable federal, state or similar foreign laws
and regulations relating to data privacy and security could result in damage to our reputation, as well as proceedings or
litigation by governmental agencies or other third parties, including class action privacy litigation in certain jurisdictions,
which would subject us to significant fines, sanctions, awards, penalties or judgments, all of which could have a material
adverse effect on our business, financial condition, results of operations and prospects. Furthermore, the laws are not
consistent, and compliance in the event of a widespread data breach is costly.
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If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit
commercialization of our medicines.
We face an inherent risk of product liability claims as a result of the commercial sales of our medicines and the clinical
testing of our medicine candidates. For example, we may be sued if any of our medicines or medicine candidates allegedly
causes injury or is found to be otherwise unsuitable during clinical testing, manufacturing, marketing or sale. Any such
product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers
inherent in the medicine, negligence, strict liability or a breach of warranties. Claims could also be asserted under state
consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur
substantial liabilities or be required to limit commercialization of our medicines and medicine candidates. Even a successful
defense would require significant financial and management resources. Regardless of the merits or eventual outcome,
liability claims may result in:
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decreased demand for our medicines or medicine candidates that we may develop;
injury to our reputation;
withdrawal of clinical trial participants;
initiation of investigations by regulators;
costs to defend the related litigation;
a diversion of management’s time and resources;
substantial monetary awards to trial participants or patients;
medicine recalls, withdrawals or labeling, marketing or promotional restrictions;
loss of revenue;
exhaustion of any available insurance and our capital resources; and
the inability to commercialize our medicines or medicine candidates.
Our inability to obtain and retain sufficient product liability insurance at an acceptable cost to protect against potential
product liability claims could prevent or inhibit the commercialization of medicines we develop. We currently carry product
liability insurance covering our clinical studies and commercial medicine sales in the amount of $125.0 million in the
aggregate. Although we maintain such insurance, any claim that may be brought against us could result in a court judgment
or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our
insurance coverage. If we determine that it is prudent to increase our product liability coverage due to the on-going
commercialization of our current medicines in the United States, and/or the potential commercial launches of any of our
medicines in additional markets or for additional indications, we may be unable to obtain such increased coverage on
acceptable terms or at all. Our insurance policies also have various exclusions, and we may be subject to a product liability
claim for which we have no coverage. We will have to pay any amounts awarded by a court or negotiated in a settlement that
exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient
capital to pay such amounts.
Our business involves the use of hazardous materials, and we and our third-party manufacturers must comply with
environmental laws and regulations, which can be expensive and restrict how we do business.
Our third-party manufacturers’ activities involve the controlled storage, use and disposal of hazardous materials owned
by us, including the components of our medicine candidates and other hazardous compounds. We and our manufacturers are
subject to federal, state and local as well as foreign laws and regulations governing the use, manufacture, storage, handling
and disposal of these hazardous materials. Although we believe that the safety procedures utilized by our third-party
manufacturers for handling and disposing of these materials comply with the standards prescribed by these laws and
regulations, we cannot eliminate the risk of accidental contamination or injury from these materials. In the event of an
accident, state, federal or foreign authorities may curtail the use of these materials and interrupt our business operations. We
currently only maintain hazardous materials insurance coverage related to our South San Francisco facility. If we are subject
to any liability as a result of our third-party manufacturers’ activities involving hazardous materials, our business and
financial condition may be adversely affected. In the future we may seek to establish longer-term third-party manufacturing
arrangements, pursuant to which we would seek to obtain contractual indemnification protection from such third-party
manufacturers potentially limiting this liability exposure.
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Risks Related to our Financial Position and Capital Requirements
We have incurred significant operating losses.
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We have financed our operations primarily through equity and debt financings and have incurred significant operating
losses in prior years. We recorded operating income of $490.0 million, $126.6 million and $37.9 million for the years ended
December 31, 2020, 2019 and 2018, respectively. We recorded net income of $389.8 million and $573.0 million for the
years ended December 31, 2020 and 2019, respectively, and a net loss of $38.4 million for the year ended December 31,
2018. As of December 31, 2020, we had an accumulated deficit of $215.9 million. Our prior losses have resulted principally
from costs incurred in our development activities for our medicines and medicine candidates, commercialization activities
related to our medicines and costs associated with our acquisition transactions. Our prior losses, combined with possible
future losses, have had and will continue to have an adverse effect on our shareholders’ equity and working capital. While
we anticipate that we will continue to generate operating profits in the future, whether we can accomplish this will depend on
the revenues we generate from the sale of our medicines being sufficient to cover our operating expenses. If the Viela
acquisition is completed, we also expect our operating expenses to increase substantially as a result of continuing to develop
Viela’s pipeline of medicine candidates, which will negatively impact our future profitability until such time that these
potential medicine candidates are approved and successfully commercialized.
We have limited sources of revenues and significant expenses. We cannot be certain that we will sustain profitability,
which would depress the market price of our ordinary shares and could cause our investors to lose all or a part of their
investment.
Our ability to sustain profitability depends upon our ability to generate sales of our medicines. The commercialization
of our medicines has been primarily in the United States. We may never be able to successfully commercialize our medicines
or develop or commercialize other medicines in the United States, which we believe represents our most significant
commercial opportunity. Our ability to generate future revenues depends heavily on our success in:
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continued commercialization of our existing medicines and any other medicine candidates for which we obtain
approval;
securing additional foreign regulatory approvals for our medicines in territories where we have commercial
rights; and
developing, acquiring and commercializing a portfolio of other medicines or medicine candidates in addition to
our current medicines.
Even if we do generate additional medicine sales, we may not be able to sustain profitability on a quarterly or annual
basis. Our failure to become and remain profitable would depress the market price of our ordinary shares and could impair
our ability to raise capital, expand our business, diversify our medicine offerings or continue our operations.
We may need to obtain additional financing to fund additional acquisitions.
Our operations have consumed substantial amounts of cash since inception. We expect to continue to spend substantial
amounts to:
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commercialize our existing medicines in the United States, including the substantial expansion of our sales force
in recent years;
complete the regulatory approval process, and any future required clinical development related thereto, for our
medicines and medicine candidates;
potentially acquire other businesses or additional complementary medicines or medicines that augment our
current medicine portfolio, including costs associated with refinancing debt of acquired companies;
satisfy progress and milestone payments under our existing and future license, collaboration and acquisition
agreements; and
conduct clinical trials with respect to potential additional indications, as well as conduct post-marketing
requirements and commitments, with respect to our medicines and medicines we acquire.
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While we believe that our existing cash and cash equivalents, along with future cash flows based on our current
expectations of continued revenue growth, will be sufficient to fund our operations, we may need to raise additional funds if
we choose to expand our commercialization or development efforts more rapidly than presently anticipated, if we develop or
acquire additional medicines or acquire companies, or if our revenue does not meet expectations.
We cannot be certain that additional funding will be available on acceptable terms, or at all. As a result of the COVID-
19 pandemic and actions taken to slow its spread, the global credit and financial markets have at times experienced extreme
volatility and disruptions, including diminished liquidity and credit availability, declines in consumer confidence, declines in
economic growth, increases in unemployment rates and uncertainty about economic stability. If the equity and credit markets
deteriorate, it may make any additional debt or equity financing more difficult, more costly and more dilutive. If we are
unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale
back or discontinue the development or commercialization of one or more of our medicines or medicine candidates or one or
more of our other research and development initiatives, or delay, cut back or abandon our plans to grow the business through
acquisitions. We also could be required to:
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seek collaborators for one or more of our current or future medicine candidates at an earlier stage than otherwise
would be desirable or on terms that are less favorable than might otherwise be available; or
relinquish or license on unfavorable terms our rights to technologies or medicine candidates that we would
otherwise seek to develop or commercialize ourselves.
In addition, if we are unable to secure financing to support future acquisitions, including our pending acquisition of
Viela, our ability to execute on a key aspect of our overall growth strategy would be impaired. In connection with our
pending acquisition of Viela, we entered into an amended and restated commitment letter, or Commitment Letter, with
Morgan Stanley Senior Funding, Inc., Citigroup Global Markets, Inc. and JPMorgan Chase Bank, N.A., or together the
Commitment Parties, pursuant to which the Commitment Parties have provided commitments, subject to certain conditions,
to provide $1,300 million of senior secured term loans, the proceeds of which, in addition to a portion of our existing cash on
hand, will be used to pay the consideration for the Viela acquisition. If we are unable to satisfy the required conditions and to
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secure the financing contemplated by the Commitment Letter, our ability to complete the Viela acquisition and our overall
growth strategy would be impaired.
Any of the above events could significantly harm our business, financial condition and prospects.
We have incurred a substantial amount of debt, which could adversely affect our business, including by restricting our
ability to engage in additional transactions or incur additional indebtedness, and prevent us from meeting our debt
obligations.
As of December 31, 2020, we had $1,003.4 million book value, or $1,018.0 million aggregate principal amount of
indebtedness, including $418.0 million in secured indebtedness. In connection with our pending acquisition of Viela, we
In connection with our pending acquisition of Viela, we
have entered into the Commitment Letter, pursuant to which the Commitment Parties have provided
an additional $1,300 million of senior secured term loans.
commitments to provide
This substantial level of debt could have important consequences to our business, including, but not limited to:
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reducing the benefits we expect to receive from our prior and any future acquisition transactions;
making it more difficult for us to satisfy our obligations;
requiring a substantial portion of our cash flows from operations to be dedicated to the payment of principal and
interest on our indebtedness, therefore reducing our ability to use our cash flows to fund acquisitions, capital
expenditures, and future business opportunities;
exposing us to the risk of increased interest rates to the extent of any future borrowings, including borrowings
under our credit agreement, at variable rates of interest;
making it more difficult for us to satisfy our obligations with respect to our indebtedness, including our
outstanding notes, our credit agreement, and any failure to comply with the obligations of any of our debt
instruments, including restrictive covenants and borrowing conditions, could result in an event of default under
the agreements governing such indebtedness;
increasing our vulnerability to, and reducing our flexibility to respond to, changes in our business or general
adverse economic and industry conditions;
limiting our ability to obtain additional financing for working capital, capital expenditures, debt service
requirements, acquisitions, and general corporate or other purposes and increasing the cost of any such financing;
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate; and placing us at a competitive disadvantage as compared to our competitors, to the extent they are not
as highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage may
prevent us from exploiting; and
restricting us from pursuing certain business opportunities.
Our credit agreement and the indenture governing our 5.5% Senior Notes due 2027, or 2027 Senior Notes, impose, and
5.5% Senior Notes due 2027, or
the terms of any future indebtedness may impose, various covenants that limit our ability and/or the ability of our restricted
subsidiaries’ (as designated under such agreements) to, among other things, pay dividends or distributions, repurchase equity,
prepay junior debt and make certain investments, incur additional debt and issue certain preferred stock, incur liens on assets,
engage in certain asset sales, consolidate with or merge or sell all or substantially all of our assets, enter into transactions with
affiliates, designate subsidiaries as unrestricted subsidiaries, and allow to exist certain restrictions on the ability of restricted
subsidiaries to pay dividends or make other payments to us.
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Our ability to obtain future financing and engage in other transactions may be restricted by these covenants. In
addition, any credit ratings will impact the cost and availability of future borrowings and our cost of capital. Our ratings at
any time will reflect each rating organization’s then opinion of our financial strength, operating performance and ability to
meet our debt obligations. There can be no assurance that we will achieve a particular rating or maintain a particular rating in
the future. A reduction in our credit ratings may limit our ability to borrow at acceptable interest rates. If our credit ratings
were downgraded or put on watch for a potential downgrade, we may not be able to sell additional debt securities or borrow
money in the amounts, at the times or interest rates or upon the more favorable terms and conditions that might otherwise be
available. Any impairment of our ability to obtain future financing on favorable terms could have an adverse effect on our
ability to refinance any of our then-existing debt and may severely restrict our ability to execute on our business strategy,
which includes the continued acquisition of additional medicines or businesses.
As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets
have experienced extreme volatility and disruptions, including diminished liquidity and credit availability, declines in
consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic
stability. If the equity and credit markets deteriorate, it may make any additional debt or equity financing more difficult,
more costly or more dilutive.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other
actions to satisfy our obligations under our indebtedness, which may not be successful.
Our ability to make scheduled payments under or to refinance our debt obligations depends on our financial condition
and operating performance, which is subject to prevailing economic, industry and competitive conditions and to certain
financial, business and other factors beyond our control. For example, we expect that the COVID-19 pandemic and actions
taken to slow its spread will continue to have a negative impact on net sales of our medicines, which will in turn negatively
impact our cash flows. Our ability to generate cash flow to meet our payment obligations under our debt may also depend on
the successful implementation of our operating and growth strategies. Any refinancing of our debt could be at higher interest
rates and may require us to comply with more onerous covenants, which could further restrict our business operations. We
cannot assure that we will maintain a level of cash flows from operating activities sufficient to pay the principal, premium, if
any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce
or delay capital expenditures, sell assets or business operations, seek additional capital or restructure or refinance our
indebtedness. We cannot ensure that we would be able to take any of these actions, that these actions would be successful
and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of
existing or future debt agreements, including the indenture that governs the 2027 Senior Notes and our credit agreement. In
addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would
likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness.
If we cannot make scheduled payments on our debt, we will be in default and, as a result:
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our debt holders could declare all outstanding principal and interest to be due and payable;
the administrative agent and/or the lenders under our credit agreement could foreclose against the assets securing
the borrowings then outstanding; and
we could be forced into bankruptcy or liquidation, which could result in you losing your investment.
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We generally have broad discretion in the use of our cash and may not use it effectively.
Our management has broad discretion in the application of our cash, and investors will be relying on the judgment of
our management regarding the use of our cash. Our management may not apply our cash in ways that ultimately increase the
value of any investment in our securities. We expect to use our existing cash to fund commercialization activities for our
medicines, to potentially fund additional medicine, medicine candidate or business acquisitions, to potentially fund additional
regulatory approvals of certain of our medicines, to potentially fund development, life cycle management or manufacturing
activities of our medicines and medicine candidates, to potentially fund share repurchases, and for working capital, milestone
payments, capital expenditures and general corporate purposes. We may also invest our cash in short-term, investment-
grade, interest-bearing securities. These investments may not yield a favorable return to our shareholders. If we do not
invest or apply our cash in ways that enhance shareholder value, we may fail to achieve expected financial results, which
could cause the price of our ordinary shares to decline.
Our ability to use net operating loss carryforwards and certain other tax attributes to offset U.S. income taxes may be
limited.
Under Sections 382 and 383 of the Code, if a corporation undergoes an “ownership change” (generally defined as a
greater than 50 percent change (by value) in its equity ownership over a three-year period), the corporation’s ability to use
pre-change net operating loss carryforwards and other pre-change tax attributes to offset post-change income may be
limited. For example, we continue to carry forward our annual limitation resulting from an ownership change date of August
2, 2012. The limitation on pre-change net operating losses incurred prior to the August 2, 2012 change date is approximately
$7.7 million for 2021 through 2028. The net operating loss carryforward and tax credit carryforward limitations are
cumulative such that any use of the carryforwards below the limitations in one year will result in a corresponding increase in
the limitations for the subsequent tax year. Under the Tax Act, as modified by the CARES Act, U.S. federal net operating
losses incurred in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility
of federal net operating losses generated in taxable years beginning after December 31, 2017, to the extent such net operating
losses are carried forward into taxable years beginning after December 31, 2020, is limited to 80 percent of the then current
year’s taxable income. Under the CARES Act, U.S. federal net operating losses arising in a tax year beginning after
December 31, 2017, and before January 1, 2021, can be carried back five years. It remains uncertain if and to what extent
various U.S. states will conform to the Tax Act and the CARES Act.
Following certain acquisitions of a U.S. corporation by a foreign corporation, Section 7874 of the Code limits the
ability of the acquired U.S. corporation and its U.S. affiliates to utilize U.S. tax attributes such as net operating losses to
offset U.S. taxable income resulting from certain transactions. Based on the limited guidance available, we expect this
limitation is applicable for approximately ten years following our merger transaction with Vidara with respect to certain
intercompany transactions. As a result, we or our other U.S. affiliates may not be able to utilize U.S. tax attributes to offset
U.S. taxable income or U.S. tax liability respectively, if any, resulting from certain intercompany taxable transactions during
such period. Notwithstanding this limitation, we expect that we will be able to fully use our U.S. net operating losses and tax
credits prior to their expiration. As a result of this limitation, however, it may take Horizon Therapeutics USA, Inc.
(formerly known as Horizon Pharma USA, Inc. and as the successor to HPI) longer to use its net operating losses and tax
credits. Moreover, contrary to these expectations, it is possible that the limitation under Section 7874 of the Code on the
utilization of U.S. tax attributes could prevent us from fully utilizing our U.S. tax attributes prior to their expiration if we do
not generate sufficient taxable income or tax obligations.
Any limitation on our ability to use our net operating loss and tax credit carryforwards, including the carryforwards of
companies that we acquire, will likely increase the taxes we would otherwise pay in future years if we were not subject to
such limitations.
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Unstable market and economic conditions may have serious adverse consequences on our business, financial condition
and share price.
From time to time, including recently as a result of the COVID-19 pandemic and actions taken to slow its spread,
global credit and financial markets have experienced extreme volatility and disruptions, including severely diminished
liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment
rates, and uncertainty about economic stability. Our general business strategy may be adversely affected by any such
economic downturn, volatile business environment and continued unpredictable and unstable market conditions. If the equity
and credit markets deteriorate, it may make any necessary debt or equity financing more difficult to complete, more costly,
and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material
adverse effect on our growth strategy, financial performance and share price and could require us to delay or abandon
commercialization or development plans. There is a risk that one or more of our current service providers, manufacturers and
other partners may not survive an economic down-turn, which could directly affect our ability to attain our operating goals on
schedule and on budget.
At December 31, 2020, we had $2,079.9 million of cash and cash equivalents consisting of cash and money market
funds. While we are not aware of any downgrades, material losses, or other significant deterioration in the fair value of our
cash equivalents since December 31, 2020, no assurance can be given that deterioration in conditions of the global credit and
financial markets would not negatively impact our current portfolio of cash equivalents or our ability to meet our financing
objectives. Dislocations in the credit market may adversely impact the value and/or liquidity of marketable securities owned
by us.
The UK’s referendum to leave the EU and the UK’s exit from the EU on January 31, 2020, or “Brexit,” has caused and
may continue to cause disruptions to capital and currency markets worldwide. The full impact of Brexit, however, remains
uncertain. Pursuant to the formal withdrawal arrangements agreed to between the UK and the EU, the UK was subject to a
transition period, or Transition Period, until December 31, 2020, during which EU rules continued to apply. The TCA, which
outlines the future trading relationship between the UK and the EU was agreed in December 2020 and has been approved by
each EU member state and the UK. The TCA is due to be voted upon by the European Parliament in the near future, but has
provisionally applied since January 1, 2021.
There remains uncertainty as to the practical impacts of Brexit and, especially in the early stages of the UK and the EU
operating under different legislation, our results of operations and access to capital may be negatively affected by interest
rate, exchange rate and other market and economic volatility, as well as political uncertainty. Brexit may also have a
detrimental effect on our customers, distributors and suppliers, which would, in turn, adversely affect our revenues and
financial condition.
While the TCA provides for the tariff-free trade of medicinal products between the UK and the EU there may be
additional non-tariff costs to such trade which did not exist prior to the end of the Transition Period. Further, should the UK
diverge from the EU from a regulatory perspective in relation to medicinal products, tariffs could be put into place in the
future. Any further changes in international trade, tariff and import/export regulations as a result of Brexit or otherwise may
impose unexpected duty costs or other non-tariff barriers on us.
We could therefore, both now and in the future, face additional expenses (when compared to the position prior to the
end of the Transition Period) to operate our business, which could harm or delay our business. These developments, or the
perception that any of them could occur, may significantly reduce global trade and, in particular, trade between the impacted
nations and the UK.
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If the London Inter-Bank Offered Rate, or LIBOR, is discontinued, interest payments under our credit agreement may
be calculated using another reference rate.
In July 2017, the Chief Executive of the United Kingdom Financial Conduct Authority, or FCA, which regulates
LIBOR, announced that the FCA intends to phase out the use of LIBOR by the end of 2021. In addition, the U.S. Federal
Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.
financial institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate, or SOFR, a
new index calculated by short-term repurchase agreements, backed by Treasury securities. Although there have been certain
issuances utilizing SOFR, it is unknown whether this or any other alternative reference rate will attain market acceptance as a
replacement for LIBOR. LIBOR is used as a benchmark rate throughout our credit agreement, and our credit agreement does
not address all circumstances in which LIBOR ceases to be published. There remains uncertainty regarding the future
utilization of LIBOR and the nature of any replacement rate, and any potential effects of the transition away from LIBOR on
us are not known. The transition process may involve, among other things, increased volatility and illiquidity in markets for
instruments that currently rely on LIBOR and may result in increased borrowing costs, the effectiveness of related
transactions such as hedges, uncertainty under applicable documentation, including the credit agreement, or difficult and
costly processes to amend such documentation. As a result, our ability to refinance our credit agreement or other
indebtedness or to hedge our exposure to floating rate instruments may be impaired, which would adversely affect the
operations of our business.
Changes in accounting rules or policies may affect our financial position and results of operations.
Accounting principles generally accepted in the United States, or GAAP, and related implementation guidelines and
interpretations can be highly complex and involve subjective judgments. Changes in these rules or their interpretation, the
adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our
financial position and results of operations. In addition, our operation as an Irish company with multiple subsidiaries in
different jurisdictions adds additional complexity to the application of GAAP and this complexity will be exacerbated further
if we complete additional strategic transactions. Changes in the application of existing rules or guidance applicable to us or
our wholly owned subsidiaries could significantly affect our consolidated financial position and results of operations.
Covenants under the indenture governing our 2027 Senior Notes and our credit agreement may restrict our business
and operations in many ways, and if we do not effectively manage our covenants, our financial conditions and results
of operations could be adversely affected.
The indenture governing the 2027 Senior Notes and the credit agreement impose various covenants that limit our
ability and/or our restricted subsidiaries’ ability to, among other things:
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pay dividends or distributions, repurchase equity, prepay, redeem or repurchase certain debt and make certain
investments;
incur additional debt and issue certain preferred stock;
provide guarantees in respect of obligations of other persons;
incur liens on assets;
engage in certain asset sales;
merge, consolidate with or sell all or substantially all of our assets to another person;
enter into transactions with affiliates;
sell assets and capital stock of our subsidiaries;
enter into agreements that restrict distributions from our subsidiaries;
designate subsidiaries as unrestricted subsidiaries; and
allow to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments
to us.
These covenants may:
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limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general
business purposes;
limit our ability to use our cash flow or obtain additional financing for future working capital, capital
expenditures, acquisitions or other general business purposes;
require us to use a substantial portion of our cash flow from operations to make debt service payments;
limit our flexibility to plan for, or react to, changes in our business and industry;
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place us at a competitive disadvantage compared to less leveraged competitors; and
increase our vulnerability to the impact of adverse economic and industry conditions.
If we are unable to successfully manage the limitations and decreased flexibility on our business due to our significant
debt obligations, we may not be able to capitalize on strategic opportunities or grow our business to the extent we would be
able to without these limitations.
Our failure to comply with any of the covenants could result in a default under the credit agreement or the indenture
governing the 2027 Senior Notes, which could permit the administrative agent or the trustee, as applicable, or permit the
lenders or the holders of the 2027 Senior Notes to cause the administrative agent or the trustee, as applicable, to declare all or
part of any outstanding senior secured term loans or revolving loans, or the 2027 Senior Notes to be immediately due and
payable or to exercise any remedies provided to the administrative agent or the trustee, including, in the case of the credit
agreement proceeding against the collateral granted to secure our obligations under the credit agreement. An event of default
under the credit agreement or the indenture governing the 2027 Senior Notes could also lead to an event of default under the
terms of the other agreement. Any such event of default or any exercise of rights and remedies by our creditors could
seriously harm our business.
If intangible assets that we have recorded in connection with our acquisition transactions become impaired, we could
have to take significant charges against earnings.
In connection with the accounting for our various acquisition transactions, we have recorded significant amounts of
intangible assets. Under GAAP, we must assess, at least annually and potentially more frequently, whether the value of
goodwill has been impaired. Amortizing intangible assets will be assessed for impairment in the event of an impairment
indicator. For example, during the year ended December 31, 2018, we recorded an impairment of $33.6 million to fully write
off the book value of developed technology related to PROCYSBI in Canada and Latin America. Such impairment and any
reduction or other impairment of the value of goodwill or other intangible assets will result in a charge against earnings,
which could materially adversely affect our results of operations and shareholders’ equity in future periods.
Risks Related to Our Intellectual Property
If we are unable to obtain or protect intellectual property rights related to our medicines and medicine candidates, we
may not be able to compete effectively in our markets.
We rely upon a combination of patents, trade secret protection and confidentiality agreements to protect the intellectual
property related to our medicines and medicine candidates. The strength of patents in the biotechnology and pharmaceutical
field involves complex legal and scientific questions and can be uncertain. The patent applications that we own may fail to
result in issued patents with claims that cover our medicines in the United States or in other foreign countries. If this were to
occur, early generic competition could be expected against our current medicines and other medicine candidates in
development. There is no assurance that all potentially relevant prior art relating to our patents and patent applications has
been found, which prior art can invalidate a patent or prevent a patent from issuing based on a pending patent application. In
particular, because the APIs in RAYOS, DUEXIS and PENNSAID 2% have been on the market as separate medicines for
many years, it is possible that these medicines have previously been used off-label in such a manner that such prior usage
would affect the validity of our patents or our ability to obtain patents based on our patent applications. In addition, claims
directed to dosing and dose adjustment may be substantially less likely to issue in light of the Supreme Court decision in
Mayo Collaborative Services v. Prometheus Laboratories, Inc., where the court held that claims directed to methods of
determining whether to adjust drug dosing levels based on drug metabolite levels in the red blood cells were not patent
eligible because they were directed to a law of nature. This decision may have wide-ranging implications on the validity and
scope of pharmaceutical method claims.
Even if patents do successfully issue, third parties may challenge their validity, enforceability or scope, which may
result in such patents being narrowed or invalidated.
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Patent litigation is currently pending in the United States District Court for the District of New Jersey against Actavis.
This case arises from Paragraph IV Patent Certification notice letters from Actavis advising they had filed an ANDA with the
FDA seeking approval to market a generic version of PENNSAID 2% before the expiration of the patents-in-suit. For a more
detailed description of the PENNSAID 2% litigation, see Note 16, Legal Proceedings, of the Notes to Consolidated Financial
Statements, included in Item 15 of this Annual Report on Form 10-K.
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Patent litigation is currently pending in the United States District Court for the District of New Jersey and the Court of
Appeals for the Federal Circuit against Dr. Reddy’s for marketing a generic version of VIMOVO before the expiration of
certain of our patents listed in the Orange Book. The case arises from Paragraph IV Patent Certification notice letters from
Dr. Reddy’s, advising that it had filed an ANDA with the FDA seeking approval to market generic versions of VIMOVO
before the expiration of the patents-in-suit. On July 30, 2019, the Federal Circuit Court of Appeals denied our request for a
rehearing of the Court’s invalidity ruling against the 6,926,907 and 8,557,285 patents for VIMOVO coordinated-release
tablets. As a result, the District Court entered judgment in September 2019 invalidating the ‘907 and ‘285 patents, which
ended any restriction against the FDA from granting final approval to Dr. Reddy’s generic version of VIMOVO. On
February 18, 2020, the FDA granted final approval for Dr. Reddy’s generic version of VIMOVO. On February 27, 2020, Dr.
Reddy’s launched its generic version of VIMOVO in the United States. Patent litigation against Dr. Reddy’s for
infringement continues with respect to certain patents in the New Jersey District Court. We have repositioned our
promotional efforts previously directed to VIMOVO to the other inflammation segment medicines and expect that our
VIMOVO net sales will continue to decrease in future periods. For a more detailed description of the VIMOVO litigation,
see Note 16, Legal Proceedings, of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual
Report on Form 10-K.
Patent litigation is currently pending in the Federal Circuit of Appeals and the United States District Court of New
Jersey against Alkem and Teva USA, respectively, who each intend to market a generic version of DUEXIS prior to the
expiration of certain of our patents listed in the Orange Book. These cases arise from Paragraph IV Patent Certification
notice letters from Alkem and Teva USA advising they had filed an ANDA with the FDA seeking approval to market a
generic version of DUEXIS before the expiration of the patents-in-suit. For a more detailed description of the DUEXIS
litigation, see Note 16, Legal Proceedings, of the Notes to Consolidated Financial Statements, included in Item 15 of this
Annual Report on Form 10-K.
Patent litigation is currently pending in the United States District Court of New Jersey against Lupin, who intends to
market a generic version of PROCYSBI prior to the expiration of certain of our patents listed in the Orange Book. The case
arises from Paragraph IV Patent Certification notice letter from Lupin advising it has filed an ANDA with the FDA seeking
approval to market a generic version of PROCYSBI before the expiration of the patents-in-suit. For a more detailed
description of the PROCYSBI litigation, see Note 16, Legal Proceedings, of the Notes to Consolidated Financial Statements,
included in Item 15 of this Annual Report on Form 10-K.
We intend to vigorously defend our intellectual property rights relating to our medicines, but we cannot predict the
outcome of the DUEXIS cases, the PENNSAID 2% case, and the PROCYSBI case. Any adverse outcome in these matters or
any new generic challenges that may arise could result in one or more generic versions of our medicines being launched
before the expiration of the listed patents, which could adversely affect our ability to successfully execute our business
strategy to increase sales of our medicines, and would negatively impact our financial condition and results of operations,
including causing a significant decrease in our revenues and cash flows.
Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our
intellectual property or prevent others from designing around our claims. If the patent applications we hold with respect to
our medicines fail to issue or if their breadth or strength of protection is threatened, it could dissuade companies from
collaborating with us to develop them and threaten our ability to commercialize our medicines. We cannot offer any
assurances about which, if any, patents will issue or whether any issued patents will be found not invalid and not
unenforceable or will go unthreatened by third parties. Since patent applications in the United States and most other
countries are confidential for a period of time after filing, and some remain so until issued, we cannot be certain that we were
the first to file any patent application related to our medicines or any other medicine candidates. Furthermore, if third parties
have filed such patent applications, an interference proceeding in the United States can be provoked by a third-party or
instituted by us to determine which party was the first to invent any of the subject matter covered by the patent claims of our
applications.
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In addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to
protect proprietary know-how that is not patentable, processes for which patents are difficult to enforce and any other
elements of our drug discovery and development processes that involve proprietary know-how, information or technology
that is not covered by patents. Although we expect all of our employees to assign their inventions to us, and all of our
employees, consultants, advisors and any third parties who have access to our proprietary know-how, information or
technology to enter into confidentiality agreements, we cannot provide any assurances that all such agreements have been
duly executed or that our trade secrets and other confidential proprietary information will not be disclosed or that competitors
will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and
techniques.
Further, the laws of some foreign countries do not protect proprietary rights to the same extent or in the same manner
as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our
intellectual property both in the United States and abroad. For example, if the issuance, in a given country, of a patent to us,
covering an invention, is not followed by the issuance, in other countries, of patents covering the same invention, or if any
judicial interpretation of the validity, enforceability, or scope of the claims in, or the written description or enablement in, a
patent issued in one country is not similar to the interpretation given to the corresponding patent issued in another country,
our ability to protect our intellectual property in those countries may be limited. Changes in either patent laws or in
interpretations of patent laws in the United States and other countries may materially diminish the value of our intellectual
property or narrow the scope of our patent protection. If we are unable to prevent material disclosure of the non-patented
intellectual property related to our technologies to third parties, and there is no guarantee that we will have any such
enforceable trade secret protection, we may not be able to establish or maintain a competitive advantage in our market, which
could materially adversely affect our business, results of operations and financial condition.
If we fail to comply with our obligations in the agreements under which we license rights to technology from third
parties, we could lose license rights that are important to our business.
We are party to a number of technology licenses that are important to our business and expect to enter into additional
licenses in the future. For example, we rely on a license from Bausch with respect to technology developed by Bausch in
connection with the manufacturing of RAVICTI. The purchase agreement under which Hyperion purchased the rights to
RAVICTI contains obligations to pay Bausch regulatory and sales milestone payments relating to RAVICTI, as well as
royalties on the net sales of RAVICTI. On May 31, 2013, when Hyperion acquired BUPHENYL under a restated
collaboration agreement with Bausch, Hyperion received a license to use some of the manufacturing technology developed
by Bausch in connection with the manufacturing of BUPHENYL. The restated collaboration agreement also contains
obligations to pay Bausch regulatory and sales milestone payments, as well as royalties on net sales of BUPHENYL. If we
fail to make a required payment to Bausch and do not cure the failure within the required time period, Bausch may be able to
terminate the license to use its manufacturing technology for RAVICTI and BUPHENYL. If we lose access to the Bausch
manufacturing technology, we cannot guarantee that an acceptable alternative method of manufacture could be developed or
acquired. Even if alternative technology could be developed or acquired, the loss of the Bausch technology could still result
in substantial costs and potential periods where we would not be able to market and sell RAVICTI and/or BUPHENYL. We
also license intellectual property necessary for commercialization of RAVICTI from an external party. This party may be
entitled to terminate the license if we breach the agreement, including failure to pay required royalties on net sales of
RAVICTI, or we do not meet specified diligence obligations in our development and commercialization of RAVICTI, and
we do not cure the failure within the required time period. If the license is terminated, it may be difficult or impossible for us
to continue to commercialize RAVICTI, which would have a material adverse effect on our business, financial condition and
results of operations.
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We hold an exclusive, worldwide license from F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc., or Roche, to
patents and know-how for TEPEZZA. We also have exclusive sub-licenses for rights licensed to Roche for TEPEZZA by
certain third-party licensors. Roche may have the right to terminate the license upon our breach, if not cured within a
specified period of time. Roche may also terminate the license in the event of our bankruptcy or insolvency, or if we
challenge the validity of Roche’s patents. If the license is terminated for our breach or based on our challenging the validity
of Roche’s patents, then all rights and licenses granted to us by Roche would also terminate, and we may be required to
assign and transfer to Roche certain filings and approvals, trademarks, and data in our possession necessary for the
development and commercialization of TEPEZZA, and assign clinical trial agreements to the extent permitted. We may also
be required to grant Roche an exclusive license under our patents and know-how for TEPEZZA, and to manufacture and
supply TEPEZZA to Roche for a transitional period. We also have a license of patent rights to TEPEZZA under a license
agreement with Lundquist Institute (formerly known as Los Angeles Biomedical Research Institute at Harbor-UCLA Medical
Center), or Lundquist. Lundquist has the right to terminate the license agreement upon our material breach, if not cured
within a specified period of time, or in the event of our bankruptcy or insolvency. If one or more of these licenses is
terminated, it may be impossible for us to continue to commercialize TEPEZZA, which would have a material adverse effect
on our business, financial condition and results of operations.
We also hold an exclusive license to patents and technology from Duke University, or Duke, and Mountain View
Pharmaceuticals, Inc., or MVP, covering KRYSTEXXA. Duke and MVP may terminate the license if we commit fraud or
for our willful misconduct or illegal conduct. Duke and MVP may also terminate the license upon our material breach of the
agreement, if not cured within a specified period of time, or upon written notice if we have committed two or more material
breaches under the agreement. Duke and MVP may also terminate the license in the event of our bankruptcy or
insolvency. If the license is terminated, it may be impossible for us to continue to commercialize KRYSTEXXA, which
would have a material adverse effect on our business, financial condition and results of operations.
We are subject to contractual obligations under our amended and restated license agreement with UCSD, as amended,
with respect to PROCYSBI. If one or more of these licenses was terminated, we would have no further right to use or exploit
the related intellectual property, which would limit our ability to develop PROCYSBI in other indications, and could impact
our ability to continue commercializing PROCYSBI in its approved indications.
We also license rights to know-how and trademarks for ACTIMMUNE from Genentech Inc., or Genentech. Genentech
may terminate the agreement upon our material default, if not cured within a specified period of time. Genentech may also
terminate the agreement in the event of our bankruptcy or insolvency. Upon such a termination of the agreement, all
intellectual property rights conveyed to us under the agreement, including the rights to the ACTIMMUNE trademark, revert
to Genentech. If we fail to comply with our obligations under this agreement, we could lose the ability to market and
distribute ACTIMMUNE, which would have a material adverse effect on our business, financial condition and results of
operations.
We hold an exclusive license to Vectura Group plc’s, or Vectura, proprietary technology and know-how covering the
delayed release of corticosteroids relating to RAYOS. If we fail to comply with our obligations under our agreement with
Vectura or our other license agreements, or if we are subject to a bankruptcy, the licensor may have the right to terminate the
license, in which event we would not be able to market medicines covered by the license, including RAYOS.
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Risks Related to Ownership of Our Ordinary Shares
The market price of our ordinary shares historically has been volatile and is likely to continue to be volatile, and you
could lose all or part of any investment in our ordinary shares.
The trading price of our ordinary shares has been volatile and could be subject to wide fluctuations in response to
various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and
elsewhere in this report, these factors include:
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our failure to successfully execute our commercialization strategy with respect to our approved medicines,
particularly our commercialization of our medicines in the United States;
the impact of the COVID-19 pandemic on our business and industry as well as the global economy;
actions or announcements by third-party or government payers with respect to coverage and reimbursement of
our medicines;
disputes or other developments relating to intellectual property and other proprietary rights, including patents,
litigation matters and our ability to obtain patent protection for our medicines and medicine candidates;
unanticipated serious safety concerns related to the use of our medicines;
adverse regulatory decisions;
changes in laws or regulations applicable to our business, medicines or medicine candidates, including but not
limited to clinical trial requirements for approvals or tax laws;
inability to comply with our debt covenants and to make payments as they become due;
inability to obtain adequate commercial supply for any approved medicine or inability to do so at acceptable
prices;
developments concerning our commercial partners, including but not limited to those with our sources of
manufacturing supply;
our decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial;
adverse results or delays in clinical trials;
our failure to successfully develop and/or acquire additional medicine candidates or obtain approvals for
additional indications for our existing medicine candidates;
introduction of new medicines or services offered by us or our competitors;
overall performance of the equity markets, including the pharmaceutical sector, and general political and
economic conditions;
failure to meet or exceed revenue and financial projections that we may provide to the public;
actual or anticipated variations in quarterly operating results;
failure to meet or exceed the estimates and projections of the investment community;
inaccurate or significant adverse media coverage;
publication of research reports about us or our industry or positive or negative recommendations or withdrawal of
research coverage by securities analysts;
our inability to successfully enter new markets;
the termination of a collaboration or the inability to establish additional collaborations;
announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or
our competitors;
our inability to maintain an adequate rate of growth;
ineffectiveness of our internal controls or our inability to otherwise comply with financial reporting
requirements;
adverse U.S. and foreign tax exposure;
additions or departures of key management, commercial or regulatory personnel;
issuances of debt or equity securities;
significant lawsuits, including patent or shareholder litigation;
changes in the market valuations of similar companies to us;
sales of our ordinary shares by us or our shareholders in the future;
trading volume of our ordinary shares;
effects of natural or man-made catastrophic events or other business interruptions; and
other events or factors, many of which are beyond our control.
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In addition, the stock market in general, and The Nasdaq Global Select Market and the stock of biotechnology
companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of these companies. Broad market and industry factors may adversely affect
the market price of our ordinary shares, regardless of our actual operating performance.
We have never declared or paid dividends on our share capital and we do not anticipate paying dividends in the
foreseeable future.
We have never declared or paid any cash dividends on our ordinary shares. We currently anticipate that we will retain
future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any
cash dividends for the foreseeable future, including due to limitations that are currently imposed by our credit agreement and
the indenture governing the 2027 Senior Notes. Any return to shareholders will therefore be limited to the increase, if any, of
our ordinary share price.
Future sales and issuances of our ordinary shares, securities convertible into our ordinary shares or rights to purchase
ordinary shares or convertible securities could result in additional dilution of the percentage ownership of our
shareholders and could cause our share price to decline.
Additional capital may be needed in the future to continue our planned operations. To the extent we raise additional
capital by issuing equity securities or securities convertible into or exchangeable for ordinary shares, our shareholders may
experience substantial dilution. We may sell ordinary shares, and we may sell convertible or exchangeable securities or other
equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell such
ordinary shares, convertible or exchangeable securities or other equity securities in subsequent transactions, existing
shareholders may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and
privileges senior to those of holders of ordinary shares. We also maintain equity incentive plans, including our 2020 Equity
Incentive Plan, 2014 Non-Employee Equity Plan, as amended, and 2020 Employee Share Purchase Plan, and intend to grant
additional ordinary share awards under these and future plans, which will result in additional dilution to our existing
shareholders.
Irish law differs from the laws in effect in the United States and may afford less protection to holders of our securities.
It may not be possible to enforce court judgments obtained in the United States against us in Ireland based on the civil
liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts
of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the
civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those
laws. We have been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal
recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of
money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state
securities laws, would not automatically or necessarily be enforceable in Ireland.
As an Irish company, we are governed by the Irish Companies Act 2014 (as amended), which differs in some material
respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating
to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an
Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal
right of action against directors or officers of the company and may exercise such rights of action on behalf of the company
only in limited circumstances. Accordingly, holders of our securities may have more difficulty protecting their interests than
would holders of securities of a corporation incorporated in a jurisdiction of the United States.
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Provisions of our articles of association, and Irish law could delay or prevent a takeover of us by a third party.
Our articles of association could delay, defer or prevent a third-party from acquiring us, despite the possible benefit to
our shareholders, or otherwise adversely affect the price of our ordinary shares. For example, our articles of association:
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impose advance notice requirements for shareholder proposals and nominations of directors to be considered at
shareholder meetings;
stagger the terms of our board of directors into three classes; and
require the approval of a supermajority of the voting power of the shares of our share capital entitled to vote
generally at a meeting of shareholders to amend or repeal our articles of association.
In addition, several mandatory provisions of Irish law could prevent or delay an acquisition of us. For example, Irish
law does not permit shareholders of an Irish public limited company to take action by written consent with less than
unanimous consent. We are also subject to various provisions of Irish law relating to mandatory bids, voluntary bids,
requirements to make a cash offer and minimum price requirements, as well as substantial acquisition rules and rules
requiring the disclosure of interests in our ordinary shares in certain circumstances.
These provisions may discourage potential takeover attempts, discourage bids for our ordinary shares at a premium
over the market price or adversely affect the market price of, and the voting and other rights of the holders of, our ordinary
shares. These provisions could also discourage proxy contests and make it more difficult for you and our other shareholders
to elect directors other than the candidates nominated by our board of directors, and could depress the market price of our
ordinary shares.
Any attempts to take us over will be subject to Irish Takeover Rules and subject to review by the Irish Takeover Panel.
We are subject to the Irish Takeover Rules, under which our board of directors will not be permitted to take any action
which might frustrate an offer for our ordinary shares once it has received an approach which may lead to an offer or has
reason to believe an offer is imminent.
A transfer of our ordinary shares may be subject to Irish stamp duty.
In certain circumstances, the transfer of shares in an Irish incorporated company will be subject to Irish stamp duty,
which is a legal obligation of the buyer. This duty is currently charged at the rate of 1.0 percent of the price paid or the
market value of the shares acquired, if higher. Because our ordinary shares are traded on a recognized stock exchange in the
United States, an exemption from this stamp duty is available to transfers by shareholders who hold ordinary shares
beneficially through brokers, which in turn hold those shares through the Depositary Trust Company, or DTC, to holders who
also hold through DTC. However, a transfer by or to a record holder who holds ordinary shares directly in his, her or its own
name could be subject to this stamp duty. We, in our absolute discretion and insofar as the Irish Companies Act 2014 (as
amended) or any other applicable law permit, may, or may provide that one of our subsidiaries will pay Irish stamp duty
arising on a transfer of our ordinary shares on behalf of the transferee of such ordinary shares. If stamp duty resulting from
the transfer of ordinary shares which would otherwise be payable by the transferee is paid by us or any of our subsidiaries on
behalf of the transferee, then in those circumstances, we will, on our behalf or on behalf of such subsidiary (as the case may
be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any
dividends payable to the transferee of those ordinary shares and (iii) claim a first and permanent lien on the ordinary shares
on which stamp duty has been paid by us or such subsidiary for the amount of stamp duty paid. Our lien shall extend to all
dividends paid on those ordinary shares.
Dividends paid by us may be subject to Irish dividend withholding tax.
In certain circumstances, as an Irish tax resident company, we will be required to deduct Irish dividend withholding tax
(currently at the rate of 25%) from dividends paid to our shareholders. Shareholders that are resident in the United States,
EU countries (other than Ireland) or other countries with which Ireland has signed a tax treaty (whether the treaty has been
ratified or not) generally should not be subject to Irish withholding tax so long as the shareholder has provided its broker, for
onward transmission to our qualifying intermediary or other designated agent (in the case of shares held beneficially), or our
or its transfer agent (in the case of shares held directly), with all the necessary documentation by the appropriate due date
prior to payment of the dividend. However, some shareholders may be subject to withholding tax, which could adversely
affect the price of our ordinary shares.
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General Risk Factors
We have incurred and will continue to incur significant increased costs as a result of operating as a public company
and our management will be required to devote substantial time to compliance initiatives.
As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses that
we did not incur as a private company. In particular, the Sarbanes-Oxley Act of 2000, or the Sarbanes-Oxley Act, as well as
rules subsequently implemented by the SEC and the Nasdaq Stock Market, Inc., or Nasdaq, impose significant requirements
on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and
changes in corporate governance practices. These rules and regulations have substantially increased our legal and financial
compliance costs and have made some activities more time-consuming and costly. These effects are exacerbated by our
transition to an Irish company and the integration of numerous acquired businesses and operations into our historical business
and operating structure. If these requirements divert the attention of our management and personnel from other business
concerns, they could have a material adverse effect on our business, financial condition and results of operations. The
increased costs will continue to decrease our net income or increase our net income (loss), and may require us to reduce costs
in other areas of our business or increase the prices of our medicines or services. For example, these rules and regulations
make it more difficult and more expensive for us to obtain and maintain director and officer liability insurance. We cannot
predict or estimate the amount or timing of additional costs that we may incur to respond to these requirements. The impact
of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of
directors, our board committees or as executive officers. If we fail to comply with the continued listing requirements of
Nasdaq, our ordinary shares could be delisted from The Nasdaq Global Select Market, which would adversely affect the
liquidity of our ordinary shares and our ability to obtain future financing.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial
reporting and disclosure controls and procedures. In particular, we are required to perform annual system and process
evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of
our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, or Section 404. Our
independent registered public accounting firm is also required to deliver a report on the effectiveness of our internal control
over financial reporting. Our testing, or the testing by our independent registered public accounting firm, may reveal
deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with
Section 404 requires that we incur substantial expense and expend significant management efforts, particularly because of our
Irish parent company structure and international operations. If we are not able to comply with the requirements of
Section 404 or if we or our independent registered public accounting firm identify deficiencies in our internal controls over
financial reporting that are deemed to be material weaknesses, the market price of our ordinary shares could decline and we
could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, which would require
additional financial and management resources.
New laws and regulations as well as changes to existing laws and regulations affecting public companies, including the
provisions of the Sarbanes-Oxley Act and rules adopted by the SEC and by Nasdaq, would likely result in increased costs as
we respond to their requirements.
Securities class action litigation could divert our management’s attention and harm our business and could subject us
to significant liabilities.
The stock markets have from time to time experienced significant price and volume fluctuations that have affected the
market prices for the equity securities of pharmaceutical companies. These broad market fluctuations may cause the market
price of our ordinary shares to decline. In the past, securities class action litigation has often been brought against a company
following a decline in the market price of its securities. This risk is especially relevant for us because biotechnology and
biopharma companies have experienced significant stock price volatility in recent years. For example, following declines in
our stock price, two federal securities class action lawsuits were filed in March 2016 against us and certain of our current and
former officers alleging violations of the Securities Exchange Act of 1934, as amended, which lawsuits were dismissed by
the plaintiffs in June 2018. Even if we are successful in defending any similar claims that may be brought in the future, such
litigation could result in substantial costs and may be a distraction to our management and may lead to an unfavorable
outcome that could adversely impact our financial condition and prospects.
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Our employees, independent contractors, principal investigators, consultants, vendors, distributors and CROs may
engage in misconduct or other improper activities, including noncompliance with regulatory standards and
requirements.
We are exposed to the risk that our employees, independent contractors, principal investigators, consultants, vendors,
distributors and CROs may engage in fraudulent or other illegal activity. Misconduct by these parties could include
intentional, reckless and/or negligent conduct or unauthorized activities that violate FDA regulations, including those laws
that require the reporting of true, complete and accurate information to the FDA, manufacturing standards, federal and state
healthcare fraud and abuse laws and regulations, and laws that require the true, complete and accurate reporting of financial
information or data. In particular, sales, marketing and business arrangements in the healthcare industry are subject to
extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive
practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion,
sales commission, customer incentive programs and other business arrangements. Misconduct by our employees and other
third parties may also include the improper use of information obtained in the course of clinical trials, which could result in
regulatory sanctions and serious harm to our reputation. We have adopted a Code of Conduct and Ethics, but it is not always
possible to identify and deter misconduct by our employees and other third parties, and the precautions we take to detect and
prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from
governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or
regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our
rights, those actions could have a significant impact on our business, including the imposition of significant civil and criminal
penalties, damages, fines, the curtailment or restructuring of our operations, the exclusion from participation in federal and
state healthcare programs and imprisonment.
Third-party claims of intellectual property infringement may prevent or delay our development and commercialization
efforts.
Our commercial success depends in part on us avoiding infringement of the patents and proprietary rights of third
parties. There is a substantial amount of litigation, both within and outside the United States, involving patent and other
intellectual property rights in the biotechnology and pharmaceutical industries, including patent infringement lawsuits,
interferences, oppositions and inter party reexamination proceedings before the United States Patent and Trademark Office,
or the U.S. PTO. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third
parties, exist in the fields in which our collaborators are developing medicine candidates. As the biotechnology and
pharmaceutical industries expand and more patents are issued, the risk increases that our medicine candidates may be subject
to claims of infringement of the patent rights of third parties.
Third parties may assert that we are employing their proprietary technology without authorization. There may be third-
party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment
related to the use or manufacture of our medicines and/or any other medicine candidates. Because patent applications can
take many years to issue, there may be currently pending patent applications, which may later result in issued patents that our
medicine candidates may infringe. In addition, third parties may obtain patents in the future and claim that use of our
technologies infringes upon these patents. If any third-party patents were held by a court of competent jurisdiction to cover
the manufacturing process of any of our medicine candidates, any molecules formed during the manufacturing process or any
final medicine itself, the holders of any such patents may be able to block our ability to commercialize such medicine
candidate unless we obtained a license under the applicable patents, or until such patents expire. Similarly, if any third-party
patent were held by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture or
methods of use, including combination therapy, the holders of any such patent may be able to block our ability to develop
and commercialize the applicable medicine candidate unless we obtained a license or until such patent expires. In either case,
such a license may not be available on commercially reasonable terms or at all.
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Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our
ability to further develop and commercialize one or more of our medicine candidates. Defense of these claims, regardless of
their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our
business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including
treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or
redesign our infringing medicines, which may be impossible or require substantial time and monetary expenditure. We
cannot predict whether any such license would be available at all or whether it would be available on commercially
reasonable terms. Furthermore, even in the absence of litigation, we may need to obtain licenses from third parties to
advance our research or allow commercialization of our medicine candidates, and we have done so from time to time. We
may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be
unable to further develop and commercialize one or more of our medicine candidates, which could harm our business
significantly. We cannot provide any assurances that third-party patents do not exist which might be enforced against our
medicines, resulting in either an injunction prohibiting our sales, or, with respect to our sales, an obligation on our part to pay
royalties and/or other forms of compensation to third parties.
We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be
expensive, time consuming and unsuccessful.
Competitors may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we
may be required to file infringement claims, which can be expensive and time-consuming. In addition, in an infringement
proceeding, a court may decide that one of our patents, or a patent of one of our licensors, is not valid or is unenforceable, or
may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the
technology in question. An adverse result in any litigation or defense proceedings could put one or more of our patents at
risk of being invalidated or interpreted narrowly and could put our patent applications at risk of not issuing.
There are numerous post grant review proceedings available at the U.S. PTO (including inter partes review, post-grant
review and ex-parte reexamination) and similar proceedings in other countries of the world that could be initiated by a third-
party that could potentially negatively impact our issued patents.
Interference proceedings provoked by third parties or brought by us may be necessary to determine the priority of
inventions with respect to our patents or patent applications or those of our collaborators or licensors. An unfavorable
outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing
party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable
terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs
and distract our management and other employees. We may not be able to prevent, alone or with our licensors,
misappropriation of our intellectual property rights, particularly in countries where the laws may not protect those rights as
fully as in the United States.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation,
there is a risk that some of our confidential information could be compromised by disclosure during this type of
litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or
developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect
on the price of our ordinary shares.
102
Obtaining and maintaining our patent protection depends on compliance with various procedural, document
submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection
could be reduced or eliminated for non-compliance with these requirements.
Periodic maintenance fees on any issued patent are due to be paid to the U.S. PTO and foreign patent agencies in
several stages over the lifetime of the patent. The U.S. PTO and various foreign governmental patent agencies require
compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent
application process. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in
accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the
patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Non-compliance
a
events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to
respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit
formal documents. If we or licensors that control the prosecution and maintenance of our licensed patents fail to maintain the
patents and patent applications covering our medicine candidates, our competitors might be able to enter the market, which
would have a material adverse effect on our business.
We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or
disclosed confidential information of third parties.
We employ individuals who were previously employed at other biotechnology or pharmaceutical companies. We may
be subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or
disclosed confidential information of our employees’ former employers or other third parties. We may also be subject to
claims that former employers or other third parties have an ownership interest in our patents. Litigation may be necessary to
defend against these claims. There is no guarantee of success in defending these claims, and even if we are successful,
litigation could result in substantial cost and be a distraction to our management and other employees.
Sales of a substantial number of our ordinary shares in the public market could cause our share price to decline.
If our existing shareholders sell, or indicate an intention to sell, substantial amounts of our ordinary shares in the public
market, the trading price of such ordinary shares could decline. In addition, our ordinary shares that are either subject to
outstanding options and restricted stock units or reserved for future issuance under our employee benefit plans are or may
become eligible for sale in the public market to the extent permitted by the provisions of various vesting schedules and the
Securities Act of 1933, as amended, or the Securities Act. If these additional ordinary shares are sold, or if it is perceived
that they will be sold, in the public market, the trading price of our ordinary shares could decline.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our
business, our share price and trading volume could decline.
The trading market for our ordinary shares will depend in part on the research and reports that securities or industry
analysts publish about us or our business. If one or more of the analysts who cover us downgrade our rating or publish
inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts cease
coverage of our company or fail to publish reports on our company regularly, demand for our ordinary shares could decrease,
which might cause our share price and trading volume to decline.
103
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
As of December 31, 2020, we have the following office space lease agreements in place for real properties:
Location
Dublin, Ireland
Lake Forest, Illinois
NNovato, California
South San Francisco, California
Chicago, Illinois
Mannheim, Germany
Other
Approximate Square Footage
18,900
160,000
61,000
20,000
9,200
4,800
8,800
Lease Expiry Date
November 4, 2029
March 31, 2031
August 31, 2021
January 31, 2030
December 31, 2028
December 31, 2022
March 31, 2021 to
September 15, 2022
In October 2019, we entered into an agreement for lease relating to approximately 63,000 square feet of office space
under construction in Dublin, Ireland. Lease commencement will begin when construction of the offices is completed by the
lessor and we have access to begin the construction of leasehold improvements. We expect to receive access to the office
space and commence the related lease in the first half of 2021 and incur leasehold improvement costs during 2021 in order to
prepare the building for occupancy.
In February 2020, we purchased a three-building campus in Deerfield, Illinois for total consideration and directly
attributable transaction costs of $118.5 million. The Deerfield campus totals 70 acres and consists of approximately 650,000
square feet of office space. The Lake Forest office employees moved to the Deerfield campus during February 2021 and we
are marketing the Lake Forest office space for sublease.
Item 3. Legal Proceedings
For a description of our legal proceedings, see Note 16 of the Notes to Consolidated Financial Statements, included in
Item 15 of this Annual Report on Form 10-K.
Item 4. Mine Safety Disclosures
None.
104
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our ordinary shares trade on The Nasdaq Global Select Market under the trading symbol “HZNP”.
Holders of Record
The closing price of our ordinary shares on February 17, 2021 was $87.17. As of February 17, 2021, there were
approximately nine holders of record of our ordinary shares. Because almost all of our ordinary shares are held by brokers,
nominees and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders
represented by these record holders.
Performance Graph
The following graph shows a comparison from December 31, 2015, through December 31, 2020, of the cumulative
total return for (i) our ordinary shares, (ii) the Nasdaq Biotechnology Index and (iii) the Nasdaq U.S. Benchmark Total
Return Index.
Information set forth in the graph below represents the performance of our ordinary shares from December 31, 2015,
through December 31, 2020. The graph assumes an initial investment of $100 on December 31, 2015. The comparisons in
the graph are required by the Securities and Exchange Commission and are not intended to forecast or be indicative of
possible future performance of our ordinary shares.
350.00
300.00
250.00
200.00
150.00
100.00
50.00
0.00
Horizon Therapeutics plc
Nasdaq US Benchmark Total Return Index
Nasdaq Biotechnology Index
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
105
Cumulative Returns
Horizon Therapeutics plc
NNasdaq Biotechnology Index
NNasdaq U.S. Benchmark Total Return Index
12/31/2015
12/31/2016
12/31/2017
12/31/2018
12/31/2019
12/31/2020
$ 100.00
100.00
100.00
$ 74.67
78.65
113.01
$ 67.37
95.67
137.17
$
90.17
87.19
129.71
$ 167.05
109.08
170.14
$ 337.56
137.90
206.32
The foregoing graph and table are furnished solely with this report, and are not filed with this report, and shall not be
deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Securities Act, or
the Securities Exchange Act of 1934, as amended, whether made by us before or after the date hereof, regardless of any
general incorporation language in any such filing, except to the extent we specifically incorporate this material by reference
into any such filing.
Dividend Policy
We have never declared or paid cash dividends on our common equity. We currently intend to retain all available
funds and any future earnings to support operations and finance the growth and development of our business and do not
intend to pay cash dividends on our ordinary shares for the foreseeable future. Under Irish law, dividends may only be paid,
and share repurchases and redemptions must generally be funded only out of, “distributable reserves”. In addition, our ability
to pay cash dividends is currently prohibited by the terms of our credit agreement with Citibank, N.A., as administrative and
collateral agent and our $600.0 million aggregate principal amount of 5.5% Senior Notes due 2027, subject to customary
exceptions. Any future determination as to the payment of dividends will, subject to Irish legal requirements, be at the sole
discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and
other factors our board of directors deems relevant.
Securities Authorized for Issuance under Equity Compensation Plans
See Item 12 of Part III of this Annual Report on Form 10-K regarding information about securities authorized for
issuance under our equity compensation plans.
Recent Sales of Unregistered Securities
Except as previously reported in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the
SEC during the year ended December 31, 2020, there were no unregistered sales of equity securities by us during the year
r
ended December 31, 2020.
Issuer Repurchases of Equity Securities
None.
Irish Law Matters
See Irish Law Matters included in Item 1 of Part I of this Annual Report on Form 10-K.
106
Item 6. Selected Financial Data
The selected statement of comprehensive income (loss) data and selected statement of cash flows data for the years
ended December 31, 2020, 2019 and 2018, and the selected balance sheet data as of December 31, 2020 and 2019 have been
derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. The selected
statement of comprehensive income (loss) data and selected statement of cash flows data for the years ended December 31,
2017 and 2016, and the selected balance sheet data as of December 31, 2018, 2017 and 2016 have been derived from audited
financial statements which are not included in this Annual Report on Form 10-K.
Our historical results are not necessarily indicative of future results. The selected financial data should be read in
conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our
financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
On January 13, 2016, we completed our acquisition of Crealta Holdings LLC and on October 25, 2016, we completed
our acquisition of Raptor Pharmaceutical Corp. The financial data presented below include the results of operations of the
acquired Crealta and Raptor businesses from the applicable dates of acquisition.
Selected Balance Sheet Data
Cash and cash equivalents
Working capital
Total assets (1)(2)
Total debt, net
Accumulated deficit (1)(2)(3)
Total shareholders’ equity (1)(2)(3)
2020
2019
As of December 31,
2018
(in thousands)
2017
2016
$ 2,079,906
2,194,668
6,072,616
1,003,379
(215,886)
4,025,351
$ 1,076,287
962,934
4,436,034
1,352,841
(605,682)
2,185,449
$
958,712
837,129
3,941,962
1,896,684
(1,178,769)
1,190,106
$
751,368
526,905
3,961,472
1,901,655
(1,141,975)
1,101,452
$
509,055
389,147
4,054,897
1,807,493
(798,135)
1,313,665
2020
For the Years Ended December 31,
2019
2017
2018
(in thousands, except per share data)
$ 2,200,429 $1,300,029 $1,207,570 $1,056,231 $
Selected Statement of Comprehensive Income (Loss) Data
NNet sales
Cost of goods sold
Gross profit
Income (loss) before expense (benefit) for income
taxes
NNet income (loss)
NNet income (loss) per ordinary share – basic
NNet income (loss) per ordinary share – diluted (4)d
532,695
1,667,734
401,645
389,796
1.91
1.81
362,175
937,854
391,301
816,269
493,368
562,863
(20,224)
573,020
3.13
2.90
(83,132)
(38,380)
(0.23)
(0.23)
(458,811)
(350,125)
(2.15)
(2.15)
Selected Statement of Cash Flows Data
NNet cash provided by operating activities (5)
NNet cash (used in) provided by investing activities (6)
NNet cash provided by (used in) financing activities (5)
$
555,688 $ 426,332 $ 194,543 $ 284,340 $
(464,071)
904,579
(102,185)
54,276
(17,857)
(290,446)
27,653
(16,596)
2016
981,120
366,405
614,715
(199,918)
(147,092)
(0.92)
(0.92)
369,456
(1,370,646)
657,074
(1) On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers, on a modified
retrospective basis and we reclassified $11.3 million of deferred revenue directly to retained earnings. In addition, as a
result of the adoption of ASU No. 2014-09, we now present all allowances for medicine returns in accrued expenses on
the consolidated balance sheets. This resulted in a reclassification of $37.9 million and $15.2 million, respectively, of
allowances for medicine returns from “accounts receivable, net” to “accrued expenses” in the consolidated balance
sheets at December 31, 2017 and 2016.
(2) On January 1, 2017, we adopted Accounting Standards Update, or ASU, No. 2016-09, Improvements to Employee
Share-Based Payment Accounting, on a modified retrospective basis and recorded a decrease of $7.2 million in net
deferred tax liabilities and a corresponding decrease in accumulated deficit during the year ended December 31, 2017.
107
(3) On January 1, 2018, we adopted ASU No. 2016-16, Income Taxes, on a modified retrospective basis through a
cumulative-effect adjustment to retained earnings and we reclassified $9.3 million of unrecognized deferred charges
directly to retained earnings.
(4) During the year ended December 31, 2019, we prospectively applied the if-converted method to our 2.50%
Exchangeable Senior Notes due 2022, or the Exchangeable Senior Notes, when determining the diluted net income
(loss) per share. By August 3, 2020, the Exchangeable Senior Notes were fully extinguished through exchanges for
ordinary shares or cash redemption. See Note 13 of the Notes to the Consolidated Financial Statements, included in
Item 15 of this Annual Report on Form 10-K, for further detail.
(5) On January 1, 2018, we adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain
Cash Receipts and Cash Payments. This resulted in a reclassification of $4.1 million and $55.4 million outflow in the
consolidated statement of cash flows for the years ended December 31, 2017 and 2015, respectively, from “net cash
provided by operating activities” to “net cash provided by (used in) financing activities”.
(6) On January 1, 2018, we adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This
resulted in movements in restricted cash of $0.6 million and $5.2 million in the consolidated statement of cash flows
for the years ended December 31, 2017 and 2016, respectively, no longer being included in “net cash (used in)
provided by investing activities”.
108
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together
with our consolidated financial statements and the related notes appearing at the end of this Annual Report on Form 10-K.
Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K,
including information with respect to our plans and strategy for our business and related financing, includes forward-looking
statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Annual Report on Form
10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or
implied by the forward-looking statements contained in the following discussion and analysis.
Unless otherwise indicated or the context otherwise requires, references to “Horizon”, “we”, “us” and “our” refer to
Horizon Therapeutics plc and its consolidated subsidiaries.
OUR BUSINESS
We are focused on researching, developing and commercializing medicines that address critical needs for people
impacted by rare and rheumatic diseases. Our pipeline is purposeful: we apply scientific expertise and courage to bring
clinically meaningful therapies to patients. We believe science and compassion must work together to transform lives.
On January 21, 2020, the U.S. Food and Drug Administration, or FDA, approved TEPEZZA® (teprotumumab-trbw),
for the treatment of thyroid eye disease, or TED, a serious, progressive and vision-threatening rare autoimmune condition.
We have two reportable segments, (i) the orphan segment (previously the orphan and rheumatology segment), our
strategic growth business, and (ii) the inflammation segment, and we report net sales and segment operating income for each
segment. Effective in the first quarter of 2020, we (i) reorganized our commercial operations and moved responsibility for
and reporting of RAYOS® to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan
segment. In addition, reporting of historical LODOTRA® results is included in the inflammation segment. TEPEZZA,
which was approved in the first quarter of 2020, is reported as part of the renamed orphan segment.
As of December 31, 2020, our medicine portfolio consisted of the following:
Orphan
TEPEZZA (teprotumumab-trbw), for intravenous infusion
KRYSTEXXA® (pegloticase injection), for intravenous infusion
RAVICTI® (glycerol phenylbutyrate) oral liquid
PROCYSBI® (cysteamine bitartrate) delayed-release capsules and granules, for oral use
ACTIMMUNE® (interferon gamma-1b) injection, for subcutaneous use
BUPHENYL® (sodium phenylbutyrate) tablets and powder, for oral use
QUINSAIR™ (levofloxacin) solution for inhalation
IInflammation
PENNSAID® (diclofenac sodium topical solution) 2% w/w or PENNSAID 2%, for topical use
DUEXIS® (ibuprofen/famotidine) tablets, for oral use
RAYOS (prednisone) delayed-release tablets, for oral use
VIMOVO® (naproxen/esomeprazole magnesium) delayed-release tablets, for oral use
Impact of COVID-19
See Item 1 of Part I, Business, of this Annual Report on Form 10-K regarding information about the impact of COVID-
19 on our Company, including the short-term disruption to TEPEZZA supply.
109
Acquisitions and Divestitures
Since January 1, 2018, we completed the following acquisitions and divestitures:
•
•
•
•
•
On October 27, 2020, we sold our rights to develop and commercialize RAVICTI and BUPHENYL in Japan to
Medical Need Europe AB, part of the Immedica Group, or Immedica. On December 28, 2018, we sold our rights
to RAVICTI and AMMONAPS® (known as BUPHENYL in the United States and Japan) outside of North
America and Japan to Immedica. We have retained the rights to RAVICTI and BUPHENYL in North America.
On April 1, 2020, we acquired Curzion Pharmaceuticals, Inc., or Curzion, a privately held development-stage
biopharma company, and its development-stage oral selective lysophosphatidic acid 1 receptor (LPAR1)
antagonist, CZN001 (renamed HZN-825), for an upfront payment with additional payments contingent on the
achievement of development and regulatory milestones.
On June 28, 2019, we sold our rights to MIGERGOT to Cosette Pharmaceuticals, Inc., for an upfront payment
and potential additional contingent consideration payments, or the MIGERGOT transaction.
Effective January 1, 2019, we amended our license and supply agreements with Jagotec AG and Skyepharma
AG, which are affiliates of Vectura Group plc, or Vectura. Under these amendments, our rights to LODOTRA in
Europe were transferred to Vectura.
On July 24, 2018, we sold the rights to IMUKIN® in all territories outside of the United States, Canada and Japan
to Clinigen Group plc, or Clinigen, for an upfront payment and a potential additional contingent consideration
payment that was subsequently received in September 2019, or the IMUKIN sale.
The consolidated financial statements presented herein include the results of operations of the acquired businesses from
the applicable dates of acquisition. See Note 4 of the Notes to Consolidated Financial Statements, included in Item 15 of this
Annual Report on Form 10-K, for further details of our acquisitions and divestitures.
On January 31, 2021, we entered into an Agreement and Plan of Merger with Viela Bio, Inc., or Viela, to acquire all of
the issued and outstanding shares of Viela’s common stock for $53.00 per share in cash, which represents a fully diluted
equity value of approximately $3.05 billion, or approximately $2.67 billion net of Viela's cash and cash equivalents. The
acquisition of Viela has not been completed and is subject to a several conditions, including the successful completion of a
tender offer for the outstanding shares of Viela. The transaction is expected to close by the end of the first quarter of 2021.
See Note 21 of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K, for
further details of this pending acquisition.
Strategy
Horizon is a leading high-growth innovation-driven profitable biotech company. We are focused on rare diseases,
delivering innovative therapies to patients and generating value for our shareholders. Our strategy is to expand our
development-stage pipeline for long-term sustainable growth and maximize the benefit and value of our on-market
medicines, with particular focus on our key growth drivers TEPEZZA and KRYSTEXXA, both rare disease medicines. Our
vision is to build healthier communities, urgently and responsibly, which we believe generates value for our many
stakeholders, including our shareholders.
Our pipeline strategy is to build a robust pipeline with early-to late-stage clinical programs. We are pursuing the
strategy by acquiring and developing medicines that address unmet needs, with a focus on rare diseases and our therapeutic
areas of ophthalmology, rheumatology, nephrology and endocrinology. At the beginning of 2021, we had 14 pipeline
programs, with six trials expected to begin later in the year. With respect to our on-market rare disease medicines, including
our growth driver medicines TEPEZZA and KRYSTEXXA, our commercialization strategy includes efforts to increase
awareness of the rare conditions that each medicine is designed to treat, enhancing efforts to identify target patients and to
maximize the value of the medicines through clinical trials.
On January 31, 2021, we entered into an agreement to acquire Viela, and the acquisition is expected to close in the first
quarter of 2021. Viela has a deep mid-stage biologics pipeline for autoimmune and severe inflammatory diseases, with four
candidates currently in nine development programs. Each molecule targets central pathways that are implicated in a wide
range of autoimmune diseases.
110
RESULTS OF OPERATIONS
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
Consolidated Results
NNet sales
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
(Gain) loss on sale of assets
Total operating expenses
Operating income
Other expense, net:
Interest expense, net
Loss on debt extinguishment
Foreign exchange (loss) gain
Other income (expense), net
Total other expense, net
For the Years
Ended December 31,
2020
$ 2,200,429
532,695
1,667,734
2019
(in thousands)
$ 1,300,029
362,175
937,854
$
209,364
973,227
(4,883)
1,177,708
490,026
(59,616)
(31,856)
(297)
3,388
(88,381)
401,645
11,849
389,796
$
103,169
697,111
10,963
811,243
126,611
(87,089)
(58,835)
33
(944)
(146,835)
(20,224)
(593,244)
573,020
$
Change
900,400
170,520
729,880
106,195
276,116
(15,846)
366,465
363,415
27,473
26,979
(330)
4,332
58,454
421,869
605,093
(183,224)
Income (loss) before expense (benefit) for income taxes
Expense (benefit) for income taxes
Net income
$
Net sales. Net sales increased $900.4 million, or 69%, to $2,200.4 million during the year ended December 31, 2020,
from $1,300.0 million during the year ended December 31, 2019. The increase in net sales during the year ended December
31, 2020 was primarily due to an increase in net sales in our orphan segment of $936.7 million, primarily due to post-launch
sales of TEPEZZA of $820.0 million, partially offset by a decrease in net sales in our inflammation segment of $36.3 million.
The following table presents a summary of total net sales attributed to geographic sources for the years
ended December 31, 2020 and 2019 (in thousands, except percentages):
United States
Rest of world
Total net sales
*Less than 1%
Year Ended December 31, 2020
Year Ended December 31, 2019
Amount
$ 2,191,111
9,318
$ 2,200,429
% of Total
Net Sales
100%
*
Amount
$ 1,292,419
7,610
$ 1,300,029
% of Total
Net Sales
99%
1%
111
The following table reflects the components of net sales for the years ended December 31, 2020 and 2019 (in
thousands, except percentages):
Year Ended December 31,
2020
2019
Change
$
Change
%
TEPEZZA
KRYSTEXXA
RAVICTI
PROCYSBI
ACTIMMUNE
BUPHENYL
QUINSAIR
Orphan segment net sales
DUEXIS
RAYOS
VIMOVO
MIGERGOT
Inflammation segment net sales
Orphan Segment
$ 820,008 $
405,849
261,615
170,102
118,834
10,549
698
— $ 820,008
63,470
32,860
8,161
11,532
743
(119)
$1,787,655 $ 851,000 $ 936,655
342,379
228,755
161,941
107,302
9,806
817
178,011
125,331
71,811
37,621
—
(22,745)
9,581
(6,784)
(14,485)
(1,822)
$ 412,774 $ 449,029 $ (36,255)
200,756
115,750
78,595
52,106
1,822
100%
19%
14%
5%
11%
8%
(15)%
110%
(11)%
8%
(9)%
(28)%
(100)%
(8)%
$2,200,429 $1,300,029 $ 900,400
69%
TEPEZZA. On January 21, 2020, the FDA approved TEPEZZA for the treatment of TED. Net sales generated for
TEPEZZA during the year ended December 31, 2020 were $820.0 million. As a result of the COVID-19 pandemic and
despite its strong launch year performance, TEPEZZA net sales were negatively impacted during the year ended December
31, 2020, due to reduced willingness of patients to visit physician offices and infusion centers.
KRYSTEXXA. Net sales increased $63.4 million, or 19%, to $405.8 million during the year ended December 31, 2020,
from $342.4 million during the year ended December 31, 2019. Net sales increased by approximately $32.5 million due to
volume growth and $30.9 million due to higher net pricing. As a result of the COVID-19 pandemic, KRYSTEXXA net sales
were negatively impacted during the year ended December 31, 2020, due to reduced willingness of patients to visit physician
offices and infusion centers.
RAVICTI. Net sales increased $32.9 million, or 14%, to $261.6 million during the year ended December 31, 2020,
from $228.7 million during the year ended December 31, 2019. Net sales increased by approximately $20.6 million due to
higher net pricing and $12.3 million due to volume growth.
II
PROCYSBI. Net sales increased $8.2 million, or 5%, to $170.1 million during the year ended December 31, 2020,
from $161.9 million during the year ended December 31, 2019. Net sales increased by approximately $7.8 million due to
higher net pricing and $0.4 million due to volume growth.
ACTIMMUNE. Net sales increased $11.5 million, or 11%, to $118.8 million during the year ended December 31,
2020, from $107.3 million during the year ended December 31, 2019. Net sales increased by approximately $12.4 million
due to higher net pricing, partially offset by a decrease of approximately $0.9 million resulting from lower sales volume.
112
Inflammation Segment
As a result of the COVID-19 pandemic, sales volumes for our inflammation medicines have been negatively impacted
due to reduced demand given the absence of in-person engagement by our sales representatives with health care providers
and reduced levels of non-essential patient visits to physicians.
PENNSAID 2%. Net sales decreased $22.8 million, or 11%, to $178.0 million during the year ended December 31,
2020, from $200.8 million during the year ended December 31, 2019. Net sales decreased by approximately $62.0 million
resulting from lower sales volume, partially offset by an increase of $39.2 million resulting from higher net pricing primarily
due to lower utilization of our patient assistance programs.
DUEXIS. Net sales increased $9.5 million, or 8%, to $125.3 million during the year ended December 31, 2020, from
$115.8 million during the year ended December 31, 2019. Net sales increased by approximately $37.9 million due to higher
net pricing primarily due to lower utilization of our patient assistance programs, partially offset by a decrease of
approximately $28.4 million resulting from lower sales volume.
RAYOS. Net sales decreased $6.7 million, or 9%, to $71.8 million during the year ended December 31, 2020, from
$78.5 million during the year ended December 31, 2019. Net sales decreased by approximately $23.5 million due to lower
sales volume, partially offset by an increase of $16.8 million resulting from higher net pricing primarily due to lower
utilization of our patient assistance programs.
VIMOVO. Net sales decreased $14.5 million, or 28%, to $37.6 million during the year ended December 31, 2020, from
$52.1 million during the year ended December 31, 2019. Net sales decreased by approximately $37.6 million due to lower
sales volume, partially offset by an increase of $23.1 million resulting from higher net pricing primarily due to lower
utilization of our patient assistance programs.
The table below reconciles our gross to net sales for the years ended December 31, 2020 and 2019 (in millions, except
percentages):
Gross sales
Adjustments to gross sales:
Medicine returns
Co-pay and other patient assistance
Commercial rebates and wholesaler fees
Government rebates and chargebacks
Total adjustments
Net sales
Year Ended
December 31, 2020
Year Ended
December 31, 2019
Amount
$
4,039.4
% of Gross
Sales
Amount
% of Gross
Sales
100% $
3,911.8
100%
(52.3)
(16.4)
(877.3)
(304.2)
(588.8)
(1,839.0)
2,200.4
$
(71.4)
(1.3)%
(26.5)
(0.4)%
(1,519.7)
(21.7)%
(479.5)
(7.5)%
(14.6)%
(514.7)
(45.5)% (2,611.8)
1,300.0
54.5% $
(1.8)%
(0.7)%
(38.8)%
(12.3)%
(13.2)%
(66.8)%
33.2%
During the year ended December 31, 2020, co-pay and other patient assistance costs, as a percentage of gross sales,
decreased to 21.7% from 38.8% during the year ended December 31, 2019, primarily due to lower utilization of our patient
assistance programs and the reduction of VIMOVO sales as a result of generic competition.
During the year ended December 31, 2020, commercial rebates and wholesaler fees, as a percentage of gross sales,
decreased to 7.5% from 12.3% during the year ended December 31, 2019, primarily as a result of an increased proportion of
orphan segment medicines sold and the reduction of VIMOVO sales as a result of generic competition.
On a quarter-to-quarter basis, our net sales have traditionally been lower in first half of the year, particularly in the first
quarter, with the second half of the year representing a greater share of overall net sales each year. This is due to annual
annual
managed care plan changes and the re-setting of patients’ medical insurance deductibles at the beginning of each year,
resulting in higher co-pay and other patient assistance costs as patients meet their annual medical insurance deductibles
during the first and second quarters, and higher net sales in the second half of the year after patients meet their deductibles
and healthcare plans reimburse a greater portion of the total cost of our medicines.
113
On December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of
recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the Defense Production Act of 1950,
that dramatically restricted capacity available for the production of TEPEZZA at our drug product contract manufacturer,
Catalent. This short-term supply disruption has negatively impacted our net sales of TEPEZZA. Refer to the Impact of
COVID-19 section in Item 1 of Part I, Business, of this Annual Report on Form 10-K for further information.
Cost of Goods Sold. Cost of goods sold increased $170.5 million to $532.7 million during the year ended December
31, 2020, from $362.2 million during the year ended December 31, 2019. The increase in cost of goods sold during the year
ended December 31, 2020, compared to during the year ended December 31, 2019, was primarily due to a $93.1 million
increase in royalty expense and a $24.7 million increase in amortization expense. These increases are mainly related to
royalties payable on net sales of TEPEZZA, which was launched in the first quarter of 2020, and the amortization of the
TEPEZZA developed technology intangible asset, which commenced in the first quarter of 2020. As a percentage of net
sales, cost of goods sold was 24% during the year ended December 31, 2020, compared to 28% during the year ended
December 31, 2019. The decrease in cost of goods sold as a percentage of net sales was primarily due to a change in the mix
of medicines sold.
We expect our cost of goods sold to significantly increase in 2021 as a result of increased amortization expense and
inventory step-up expense as a result of the completion of the pending Viela acquisition. Refer to Note 21 of the Notes to
Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K, for further details of this
pending acquisition.
Research and Development Expenses. Research and development expenses increased $106.2 million to $209.4 million
during the year ended December 31, 2020, from $103.2 million during the year ended December 31, 2019. The increase was
primarily attributable to the $45.0 million acquisition of Curzion during the year ended December 31, 2020. Pursuant to ASC
805 (as amended by ASU No. 2017-01), we accounted for the Curzion acquisition as the purchase of an in-process research
and development asset and, pursuant to ASC 730, recorded the purchase price as a research and development expense during
the year ended December 31, 2020. Additionally, during the year ended December 31, 2020, we entered into an agreement
with Halozyme Therapeutics Inc, or Halozyme, which gives us exclusive access to Halozyme’s ENHANZE drug delivery
technology for subcutaneous, or SC, formulation of medicines targeting IGF-1R, and we paid Halozyme an upfront cash
payment of $30.0 million which we recorded as a research and development expense in the consolidated statement of
comprehensive income (loss) during the year ended December 31, 2020. Additionally, clinical trial and manufacturing
development costs increased $28.7 million during the year ended December 31, 2020 compared to the year ended December
31, 2019 reflecting increased activity in our research and development pipeline.
We expect our research and development expenses to significantly increase in 2021 as a result of our planned
additional clinical trials for our pipeline as well as due to the planned addition of Viela’s medicine candidates and
development programs. Refer to Note 21 of the Notes to Consolidated Financial Statements, included in Item 15 of this
Annual Report on Form 10-K, for further details of this pending acquisition.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $276.1 million
to $973.2 million during the year ended December 31, 2020, from $697.1 million during the year ended December 31, 2019.
The increase was primarily attributable to an increase of $131.4 million in employee costs and an increase of $78.6 million
related to marketing program costs. These increases were mainly due to TEPEZZA, which was launched in the first quarter
of 2020.
We expect our selling, general and administrative expenses to significantly increase as a result of the increase in the
commercial and field-based organization for TEPEZZA, as well as a result of the completion of the pending Viela
acquisition. Refer to Note 21 of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual Report
on Form 10-K, for further details of this pending acquisition.
Gain (loss) on sale of assets. During the year ended December 31, 2020, we completed the sale of rights to RAVICTI
and BUPHENYL in Japan for cash proceeds of $5.4 million, and we recorded a gain of $4.9 million on the sale.
During the year ended December 31, 2019, we sold our rights to MIGERGOT for cash proceeds of $6.0 million, and
we recorded a loss of $11.0 million on the sale.
114
Interest Expense, Net. Interest expense, net, decreased $27.5 million to $59.6 million during the year ended December
31, 2020, from $87.1 million during the year ended December 31, 2019. The decrease was primarily due to a decrease in
interest expense of $42.9 million, primarily related to the decrease in the principal amount of our term loans in March 2019
and July 2019, redemption of our 6.625% Senior Notes due 2023, or the 2023 Senior Notes, in May 2019 and in August
2019, redemption of our 8.750% Senior Notes due 2024, or the 2024 Senior Notes, in August 2019 and the exchange of our
2.5% Exchangeable Senior Notes due 2022, or the Exchangeable Senior Notes, in August 2020, partially offset by a decrease
in interest income of $15.4 million.
We expect our interest expense to increase as a result of additional debt required to fund the pending Viela acquisition.
Refer to Note 21 of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-
K, for further details of this pending acquisition.
Loss on Debt Extinguishment. During the year ended December 31, 2020, we recorded a loss on debt extinguishment
of $31.9 million in the consolidated statements of comprehensive income (loss), which reflects the exchange of our
Exchangeable Senior Notes. During the year ended December 31, 2020, $400.0 million in aggregate principal amount of
Exchangeable Senior Notes were exchanged for ordinary shares and cash payments. See Note 13, Debt Agreements, of the
Notes to Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K for further detail.
During the year ended December 31, 2019, we recorded a loss on debt extinguishment of $58.8 million in the
consolidated statements of comprehensive income (loss), which reflected the early redemption premiums and the write-off of
the deferred financing fees and debt discount fees related to the prepayment of $775.0 million of our 2023 Senior Notes and
our 2024 Senior Notes, and the write-off of the deferred financing fees and debt discount fees related to the $400.0 million of
term loan repayments.
Expense (benefit) for Income Taxes. During the year ended December 31, 2020, we recorded an expense for income
taxes of $11.8 million and we recorded a benefit for income taxes of $593.2 million during the year ended December 31,
2019. The expense for income taxes recorded during the year ended December 31, 2020 was primarily attributable to a $15.2
million provision recorded following the publication, on April 8, 2020, by the U.S. Department of the Treasury, of Final
Regulations for Section 267A, or commonly referred to as the Anti-Hybrid Rules. The Final Regulations for Section 267A
permanently disallow for U.S. tax purposes certain interest expense accrued to a foreign related party during the year ended
December 31, 2019. As a result, we recorded a write off of a deferred tax asset related to this interest expense during the year
ended December 31, 2020 and recognized a corresponding tax provision of $15.2 million. The remainder of the expense for
income taxes recorded during the year ended December 31, 2020 was primarily attributable to disallowed officer’s
compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, of $14.6 million,
disallowed in-process research and development expense incurred in connection with the Curzion acquisition of $9.5 million
and tax expense recognized on U.S. taxable income generated from an intercompany transfer of intellectual property from a
U.S. subsidiary to an Irish subsidiary during the year ended December 31, 2020 of $11.2 million and changes in valuation
allowances of $4.2 million. These expenses were partially offset by tax benefits recognized on share-based compensation of
$23.8 million, additional U.S. Federal and state tax credits of $13.8 million and the recognition of a deferred tax asset in the
Irish subsidiary resulting from the intercompany transfer of intellectual property of $6.0 million. The benefit for income
taxes recorded during the year ended December 31, 2019 was primarily attributable to the recognition of a $553.3 million
deferred tax asset resulting from an intercompany transfer of intellectual property assets to an Irish subsidiary.
115
Information by Segment
See Note 11, Segment and Other Information, of the Notes to Consolidated Financial Statements, included in Item 15
of this Annual Report on Form 10-K for a reconciliation of our segment operating income to our total income (loss) before
expense (benefit) for income taxes for the years ended December 31, 2020 and 2019.
Orphan Segment
The following table reflects our orphan segment net sales and segment operating income for the years ended December
31, 2020 and 2019 (in thousands, except percentages).
NNet sales
Segment operating income
$
1,787,655
783,560
$
851,000
263,347
$
936,655
520,213
110%
198%
For the Year Ended December 31,
2020
2019
Change
% Change
The increase in orphan segment net sales during the year ended December 31, 2020 is described in the Consolidated
Results section above.
Segment operating income. Orphan segment operating income increased $520.2 million to $783.5 million during the
year ended December 31, 2020, from $263.3 million during the year ended December 31, 2019. The increase was primarily
attributable to an increase in net sales of $936.7 million, primarily due to post-launch sales of TEPEZZA as described above,
partially offset by an increase in selling, general and administrative expenses of $230.2 million primarily due to increased
costs relating to the launch of TEPEZZA and an increase of $103.4 million in royalty expense, primarily related to royalties
payable on net sales of TEPEZZA.
Inflammation Segment
The following table reflects our inflammation segment net sales and segment operating income for the years ended
December 31, 2020 and 2019 (in thousands, except percentages).
NNet sales
Segment operating income
$
412,774
212,061
$
449,029
217,855
$
(36,255)
(5,794)
(8)%
(3)%
For the Year Ended December 31,
2020
2019
Change
% Change
The decrease in inflammation segment net sales during the year ended December 31, 2020 is described in the
Consolidated Results section above.
Segment operating income. Inflammation segment operating income decreased $5.8 million to $212.1 million during
the year ended December 31, 2020, from $217.9 million during the year ended December 31, 2019. The decrease was
primarily attributable to a decrease in net sales of $36.3 million as described above, partially offset by a decrease in sales and
marketing costs of $23.6 million.
116
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Consolidated Results
NNet sales
Cost of goods sold
Gross profit
Operating expenses:
Research and development
Selling, general and administrative
Loss (gain) on sale of assets
Impairment of long-lived assets
Total operating expenses
Operating income
Other expense, net:
Interest expense, net
Loss on debt extinguishment
Foreign exchange gain (loss)
Other (expense) income, net
Total other expense, net
Loss before benefit for income taxes
Benefit for income taxes
Net income (loss)
For the Years
Ended December 31,
2019
$ 1,300,029
362,175
937,854
2018
(in thousands)
$ 1,207,570
391,301
816,269
Change
$
92,459
(29,126)
121,585
103,169
697,111
10,963
—
811,243
126,611
82,762
692,485
(42,985)
46,096
778,358
37,911
(87,089)
(58,835)
33
(944)
(146,835)
(20,224)
(593,244)
573,020
$
(121,692)
—
(192)
841
(121,043)
(83,132)
(44,752)
(38,380) $
$
20,407
4,626
53,948
(46,096)
32,885
88,700
34,603
(58,835)
225
(1,785)
(25,792)
62,908
(548,492)
611,400
Net sales. Net sales increased $92.4 million, or 8%, to $1,300.0 million during the year ended December 31, 2019,
from $1,207.6 million during the year ended December 31, 2018. The increase in net sales during the year ended December
31, 2019 was primarily due to an increase in net sales in our orphan segment of $82.6 million and an increase in net sales in
our inflammation segment of $9.8 million.
The following table presents a summary of total net sales attributed to geographic sources for the years
ended December 31, 2019 and 2018 (in thousands, except percentages):
United States
Rest of world
Total net sales
Year Ended December 31, 2019 Year Ended December 31, 2018
Amount
$ 1,292,419
7,610
$ 1,300,029
% of Total
Net Sales
99%
1%
Amount
$ 1,186,519
21,051
$ 1,207,570
% of Total
Net Sales
98%
2%
117
The following table reflects the components of net sales for the years ended December 31, 2019 and 2018 (in
thousands, except percentages):
KRYSTEXXA
RAVICTI
PROCYSBI
ACTIMMUNE
BUPHENYL
QUINSAIR
Orphan segment net sales
DUEXIS
RAYOS
VIMOVO
MIGERGOT
LODOTRA
Inflammation segment net sales
Orphan Segment
Year Ended December 31,
Change
Change
2019
$ 342,379
228,755
161,941
107,302
9,806
817
$ 851,000
$ 200,756
115,750
78,595
52,106
1,822
—
$ 449,029
2018
$ 258,920 $
226,650
154,895
105,563
21,810
504
$ 768,342 $
$ 190,206 $
114,672
61,067
67,646
3,570
2,067
$ 439,228 $
$
83,459
2,105
7,046
1,739
(12,004)
313
82,658
10,550
1,078
17,528
(15,540)
(1,748)
(2,067)
9,801
%
32%
1%
5%
2%
(55)%
62%
11%
6%
1%
29%
(23)%
(49)%
(100)%
2%
$1,300,029
$1,207,570 $
92,459
8%
KRYSTEXXA. Net sales increased $83.5 million, or 32%, to $342.4 million during the year ended December 31, 2019,
from $258.9 million during the year ended December 31, 2018. Net sales increased by approximately $73.9 million due to
volume growth and approximately $9.6 million due to higher net pricing.
RAVICTI. Net sales increased $2.1 million, or 1%, to $228.7 million during the year ended December 31, 2019, from
$226.6 million during the year ended December 31, 2018. Net sales in the United States increased by approximately $5.2
million, which was composed of an increase of approximately $21.9 million due to higher sales volume, partially offset by a
decrease of approximately $16.7 million resulting from lower net pricing. Net sales outside the United States decreased by
approximately $3.1 million as a result of the Immedica transaction on December 28, 2018.
II
PROCYSBI. Net sales increased $7.0 million, or 5%, to $161.9 million during the year ended December 31, 2019,
from $154.9 million during the year ended December 31, 2018. The increase in net sales was composed of an increase of
approximately $9.0 million due to volume growth, partially offset by a decrease of $2.0 million resulting from lower net
pricing.
ACTIMMUNE. Net sales increased $1.7 million, or 2%, to $107.3 million during the year ended December 31, 2019,
from $105.6 million during the year ended December 31, 2018. Net sales increased by approximately $4.2 million due to
higher net pricing, partially offset by a decrease of approximately $2.5 million resulting from lower sales volume.
BUPHENYL. Net sales decreased $12.0 million, or 55%, to $9.8 million during the year ended December 31, 2019,
from $21.8 million during the year ended December 31, 2018. Net sales decreased primarily as a result of the Immedica
transaction in December 2018.
118
Inflammation Segment
PENNSAID 2%. Net sales increased $10.6 million, or 6%, to $200.8 million during the year ended December 31,
2019, from $190.2 million during the year ended December 31, 2018. Net sales increased by approximately $47.2 million
resulting from higher net pricing primarily due to lower utilization of our patient assistance programs, partially offset by a
decrease of approximately $36.6 million resulting from lower sales volume.
DUEXIS. Net sales increased $1.1 million, or 1%, to $115.8 million during the year ended December 31, 2019, from
$114.7 million during the year ended December 31, 2018. Net sales increased by approximately $18.1 million resulting from
higher net pricing primarily due to lower utilization of our patient assistance programs, partially offset by a decrease of
approximately $17.0 million resulting from lower sales volume.
RAYOS. Net sales increased $17.5 million, or 29%, to $78.5 million during the year ended December 31, 2019, from
$61.0 million during the year ended December 31, 2018. Net sales increased by approximately $29.9 million resulting from
higher net pricing primarily due to lower utilization of our patient assistance programs, partially offset by a decrease of
approximately $12.4 million due to lower sales volume.
VIMOVO. Net sales decreased $15.5 million, or 23%, to $52.1 million during the year ended December 31, 2019, from
$67.6 million during the year ended December 31, 2018. Net sales decreased by approximately $17.8 million due to lower
sales volume, partially offset by an increase of approximately $2.3 million resulting from higher net pricing primarily due to
lower utilization of our patient assistance programs.
MIGERGOT. Net sales decreased $1.8 million, or 49%, to $1.8 million during the year ended December 31, 2019,
TT
from $3.6 million during the year ended December 31, 2018. On June 28, 2019, we sold our rights to MIGERGOT.
LODOTRA. Effective January 1, 2019, we amended our license and supply agreements with Jagotec AG and
Skyepharma AG, which are affiliates of Vectura. Under these amendments, we agreed to transfer all economic benefits of
LODOTRA in Europe to Vectura during an initial transition period, with full rights transferring to Vectura when certain
transfer activities have been completed. Effective January 1, 2019, we ceased recording LODOTRA net sales.
The table below reconciles our gross to net sales for the years ended December 31, 2019 and 2018 (in millions, except
percentages):
Gross sales
Adjustments to gross sales:
Medicine returns
Co-pay and other patient assistance
Commercial rebates and wholesaler fees
Government rebates and chargebacks
Total adjustments
Net sales
Year Ended
December 31, 2019
Year Ended
December 31, 2018
Amount
$
3,911.8
% of Gross
Sales
Amount
% of Gross
Sales
100% $
4,264.5
100%
(71.4)
(26.5)
(1,519.7)
(479.5)
(514.7)
(2,611.8)
1,300.0
$
(1.8)%
(0.7)%
(38.8)%
(12.3)%
(13.2)%
(66.8)%
33.2% $
(75.1)
(25.1)
(1,970.4)
(589.6)
(396.7)
(3,056.9)
1,207.6
(1.8)%
(0.6)%
(46.2)%
(13.8)%
(9.3)%
(71.7)%
28.3%
During the year ended December 31, 2019, co-pay and other patient assistance costs, as a percentage of gross sales,
decreased to 38.8% from 46.2% during the year ended December 31, 2018, primarily due to lower utilization of our patient
assistance programs.
During the year ended December 31, 2019, government rebates and chargebacks, as a percentage of gross sales,
increased to 13.2% from 9.3% during the year ended December 31, 2018, primarily as a result of an increased proportion of
orphan segment medicines sold. Government rebates and chargebacks as a percentage of gross sales are typically higher for
medicines in the orphan segment compared to medicines in the inflammation segment.
119
On a quarter-to-quarter basis, our net sales have traditionally been lower in first half of the year, particularly in the first
annual
quarter, with the second half of the year representing a greater share of overall net sales each year. This is due to annual
managed care plan changes and the re-setting of patients’ medical insurance deductibles at the beginning of each year,
resulting in higher co-pay and other patient assistance costs as patients meet their annual medical insurance deductibles
during the first and second quarters, and higher net sales in the second half of the year after patients meet their deductibles
and healthcare plans reimburse a greater portion of the total cost of our medicines.
Cost of Goods Sold. Cost of goods sold decreased $29.1 million to $362.2 million during the year ended December 31,
2019, from $391.3 million during the year ended December 31, 2018. As a percentage of net sales, cost of goods sold was
28% during the year ended December 31, 2019, compared to 32% during the year ended December 31, 2018. The decrease
in cost of goods sold was primarily attributable to a $17.0 million decrease in inventory step-up expense.
Because inventory step-up expense is acquisition-related, will not continue indefinitely and has a significant effect on
our gross profit, gross margin percentage and net income (loss) for all affected periods, we disclose balance sheet and income
statement amounts related to inventory step-up within the Notes to the Consolidated Financial Statements. The decrease in
inventory step-up expense of $17.0 million recorded to cost of goods sold during the year ended December 31, 2019
compared to the prior year was primarily related to KRYSTEXXA, inventory step-up being fully expensed by March 31,
2018, resulting in no significant inventory step-up expense being recorded during the year ended December 31, 2019.
Research and Development Expenses. Research and development expenses increased $20.4 million to $103.2 million
during the year ended December 31, 2019, from $82.8 million during the year ended December 31, 2018. The increase was
primarily attributable to total upfront and progress payments of $6.0 million incurred under our collaboration agreement with
HemoShear Therapeutics, LLC, or HemoShear, and a milestone payment of $3.0 million made to Roche relating to the
TEPEZZA BLA submission to the FDA. In addition, employee-related costs increased by $6.5 million, TEPEZZA-related
external costs increased by $3.3 million and KRYSTEXXA-related external costs increased by $1.6 million during the year
ended December 31, 2019 compared to December 31, 2018.
Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $4.6 million to
$697.1 million during the year ended December 31, 2019, from $692.5 million during the year ended December 31, 2018.
The increase was primarily attributable to an increase in employee costs of $17.6 million, partially offset by a decrease of
$14.0 million in legal fees and litigation settlements.
Loss (Gain) on sale of assets. During the year ended December 31, 2019, we sold our rights to MIGERGOT for cash
proceeds of $6.0 million, and we recorded a loss of $11.0 million on the sale.
During the year ended December 31, 2018, we completed the sale of rights to RAVICTI and AMMONAPS outside of
North America and Japan for cash proceeds of $35.0 million, and we recorded a gain of $30.7 million on the sale.
Additionally, we completed the IMUKIN sale for cash proceeds of $9.5 million, with a potential additional contingent
consideration payment and we recorded a gain of $12.3 million on the sale. The contingent consideration payment of €3.0
million ($3.3 million when converted using a Euro-to-Dollar exchange rate at the date of receipt of 1.0991) was received in
September 2019.
Impairment of Long-Lived Assets. During the year ended December 31, 2018, we recorded an impairment of $33.6
million to fully write off the book value of developed technology related to PROCYSBI in Canada and Latin America due
primarily to lower anticipated future net sales based on a Patented Medicine Prices Review Board review. We also recorded
an impairment of $10.6 million during the year ended December 31, 2018, to fully write off the book value of developed
technology related to LODOTRA as result of amendments to our license and supply agreements with Jagotec AG and
Skyepharma AG, which are affiliates of Vectura. Under these amendments, effective January 1, 2019, we agreed to transfer
all economic benefits of LODOTRA in Europe to Vectura during an initial transition period, with full rights transferring to
Vectura when certain transfer activities have been completed. We ceased recording LODOTRA revenue from January 1,
2019.
Interest Expense, Net. Interest expense, net, decreased $34.6 million to $87.1 million during the year ended December
31, 2019, from $121.7 million during the year ended December 31, 2018. The decrease was primarily due to a decrease in
debt interest expense of $27.9 million, primarily related to the decrease in the principal amount of our term loans, repayment
of our 2023 Senior Notes, in May 2019 and in August 2019, repayment of our 2024 Senior Notes, and an increase in interest
income of $6.5 million.
120
Loss on Debt Extinguishment. During the year ended December 31, 2019, we recorded a loss on debt extinguishment
of $58.8 million in the consolidated statements of comprehensive income (loss), which reflected the early redemption
premiums and the write-off of the deferred financing fees and debt discount fees related to the prepayment of $775.0 million
of our 2023 Senior Notes and our 2024 Senior Notes, and the write-off of the deferred financing fees and debt discount fees
related to the $400.0 million of term loan repayments.
Benefit for Income Taxes. During the year ended December 31, 2019, we recorded a benefit for income taxes of $593.2
million compared to $44.8 million during the year ended December 31, 2018. The benefit for income taxes recorded during
the year ended December 31, 2019, was primarily attributable to the recognition of a $553.3 million deferred tax asset
resulting from an intercompany transfer of intellectual property assets to an Irish subsidiary.
Information by Segment
See Note 11, Segment and Other Information, of the Notes to Consolidated Financial Statements, included in Item 15
of this Annual Report on Form 10-K for a reconciliation of our segment operating income to our total income (loss) before
benefit for income taxes for the years ended December 31, 2019 and 2018.
Orphan Segment
The following table reflects our orphan segment net sales and segment operating income for the years ended December
31, 2019 and 2018 (in thousands, except percentages).
NNet sales
Segment operating income
$
851,000
263,347
$
768,342
261,656
$
82,658
1,691
11%
1%
For the Year Ended December 31,
2019
2018
Change
% Change
The increase in orphan segment net sales during the year ended December 31, 2019 is described in the Consolidated
Results section above.
Segment operating income. Orphan segment operating income increased $1.7 million to $263.3 million during the year
ended December 31, 2019, from $261.6 million during the year ended December 31, 2018. The increase was primarily
attributable to an increase in net sales of $82.6 million as described above, partially offset by an increase in selling, general
and administrative expenses of $68.0 million. The increase in selling, general and administrative expenses was mainly due to
an increase in costs to prepare for the U.S. launch of TEPEZZA.
Inflammation Segment
The following table reflects our inflammation segment net sales and segment operating income for the years ended
December 31, 2019 and 2018 (in thousands, except percentages).
NNet sales
Segment operating income
$
449,029
217,855
$
439,228
188,805
$
9,801
29,050
2%
15%
For the Year Ended December 31,
2019
2018
Change
% Change
The decrease in inflammation segment net sales during the year ended December 31, 2019 is described in the
Consolidated Results section above.
Segment operating income. Inflammation segment operating income increased $29.1 million to $217.9 million during
the year ended December 31, 2019, from $188.8 million during the year ended December 31, 2018. The increase was
primarily attributable to a decrease in selling, general and administrative expenses of $17.2 million and an increase in net
sales of $9.8 million as described above. The decrease in selling, general and administrative expenses was mainly due to
lower sample and patient assistance program administration expenses.
121
Non-GAAP Financial Measures
EBITDA, or earnings before interest, taxes, depreciation and amortization, adjusted EBITDA, non-GAAP net income
and non-GAAP earnings per share are used and provided by us as non-GAAP financial measures. These non-GAAP
financial measures are intended to provide additional information on our performance, operations and profitability.
Adjustments to our GAAP figures as well as EBITDA exclude acquisition/divestiture-related costs, upfront, progress and
milestone payments related to license and collaboration agreements, drug substance harmonization costs, fees related to
refinancing activities, restructuring and realignment costs, litigation settlements and charges related to discontinuation of thet
Friedreich’s ataxia program, as well as non-cash items such as share-based compensation, inventory step-up expense,
depreciation and amortization, non-cash interest expense, long-lived assets impairment charges, loss on debt
extinguishments, gain (loss) on sale of assets and other non-cash adjustments. Certain other special items or substantive
events may also be included in the non-GAAP adjustments periodically when their magnitude is significant within the
periods incurred. We maintain an established non-GAAP cost policy that guides the determination of what costs will be
excluded in non-GAAP measures. We believe that these non-GAAP financial measures, when considered together with the
GAAP figures, can enhance an overall understanding of our financial and operating performance. The non-GAAP financial
measures are included with the intent of providing investors with a more complete understanding of our historical financial
results and trends and to facilitate comparisons between periods. In addition, these non-GAAP financial measures are among
the indicators our management uses for planning and forecasting purposes and measuring our performance. For example,
adjusted EBITDA is used by us as one measure of management performance under certain incentive compensation
arrangements. These non-GAAP financial measures should be considered in addition to, and not as a substitute for, or
superior to, financial measures calculated in accordance with GAAP. The non-GAAP financial measures used by us may be
calculated differently from, and therefore may not be comparable to, non-GAAP financial measures used by other companies.
Reconciliations of reported GAAP net income (loss) to EBITDA, adjusted EBITDA and non-GAAP net income, and
the related per share amounts, were as follows (in thousands, except share and per share amounts):
For the Years Ended December 31,
2019
2018
2020
$
389,796
24,303
$
573,020
6,733
$
255,148
—
59,616
11,849
740,712
146,627
49,196
33,000
31,856
1,713
542
54
—
—
(141)
(4,883)
257,964
998,676
$
230,424
89
87,089
(593,244)
304,111
91,215
3,556
9,073
58,835
—
457
2,292
1,076
1,000
237
10,963
178,704
482,815
$
(38,380)
6,126
243,634
17,312
121,692
(44,752)
305,632
114,860
4,396
(10)
—
46,096
2,855
937
(1,464)
5,750
15,350
(42,985)
145,785
451,417
GAAP net income (loss)
Depreciation (1)
Amortization and step-up:
Intangible amortization expense (2)
Inventory step-up expense (3)
Interest expense, net (including amortization of debt discount and deferred
financing costs)
Expense (benefit) for income taxes
EBITDA
Other non-GAAP adjustments:
Share-based compensation (4)
Acquisition/divestiture-related costs (5)
Upfront, progress and milestone payments related to license and
collaboration agreements (6)
Loss on debt extinguishment (7)
Impairment of long-lived assets (8)
Drug substance harmonization costs (9)
Fees related to refinancing activities (10)
Charges relating to discontinuation of Friedreich's ataxia program (11)
Litigation settlements (12)
Restructuring and realignment costs (13)
(Gain) loss on sale of assets (14)
Total of other non-GAAP adjustments
Adjusted EBITDA
$
122
For the Years Ended December 31,
2019
2018
2020
$
389,796
$
573,020
$
(38,380)
GAAP net income (loss)
NNon-GAAP adjustments:
Depreciation (1)
Amortization and step-up:
Intangible amortization expense (2)
Inventory step-up expense (3)
Amortization of debt discount and deferred financing costs (15)
Share-based compensation (4)
Acquisition/divestiture-related costs (5)
Upfront, progress and milestone payments related to license and
collaboration agreements (6)
Loss on debt extinguishment (7)
Impairment of long-lived assets (8)
Drug substance harmonization costs (9)
Fees related to refinancing activities (10)
Charges relating to discontinuation of Friedreich's ataxia program (11)
Litigation settlements (12)
Restructuring and realignment costs (13)
(Gain) loss on sale of assets (14)
Total pre-tax non-GAAP adjustments
Income tax effect of pre-tax non-GAAP adjustments (16)
Other non-GAAP income tax adjustments (17)
Total non-GAAP adjustments
Non-GAAP Net Income
Non-GAAP Earnings Per Share:
Weighted average ordinary shares – Basic
Non-GAAP Earnings Per Share – Basic
GAAP income (loss) per share - Basic
Non-GAAP adjustments
Non-GAAP earnings per share – Basic
Non-GAAP Net Income
Effect of assumed conversion of Exchangeable Senior Notes, net of tax (18)
Numerator - non-GAAP Net Income
Weighted average ordinary shares – Diluted
Weighted average ordinary shares – Basic
Ordinary share equivalents
Denominator - weighted average ordinary shares – Diluted
Non-GAAP Earnings Per Share – Diluted
GAAP income (loss) per share – Diluted
Non-GAAP adjustments
Diluted earnings per share effect of ordinary share equivalents
Non-GAAP earnings per share – Diluted
24,303
255,148
—
12,640
146,627
49,196
33,000
31,856
1,713
542
54
—
—
(141)
(4,883)
550,055
(102,753)
20,541
467,843
857,639
$
6,733
230,424
89
22,602
91,215
3,556
9,073
58,835
—
457
2,292
1,076
1,000
237
10,963
438,552
(66,568)
(554,786)
(182,802)
390,218
203,967,246
182,930,109
3.13
(1.00)
2.13
390,218
7,500
397,718
$
$
$
$
$
$
$
1.91
2.29
4.20
857,639
3,789
861,428
203,967,246
18,203,897
222,171,143
1.81
2.07
—
3.88
$
$
$
$
$
$
6,126
243,634
17,312
22,752
114,860
4,396
(10)
—
46,096
2,855
937
(1,464)
5,750
15,350
(42,985)
435,609
(45,186)
(37,392)
353,031
314,651
166,155,405
(0.23)
2.12
1.89
314,651
—
314,651
$
$
$
$
$
182,930,109
22,294,112
205,224,221
166,155,405
5,393,514
171,548,919
2.90
(0.96)
—
1.94
$
$
(0.23)
2.12
(0.06)
1.83
(1) Represents depreciation expense related to our property, equipment, software and leasehold improvements.
(2) Intangible amortization expenses are associated with our intellectual property rights, developed technology and customer
relationships related to TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE, BUPHENYL, PENNSAID
2%, RAYOS, VIMOVO and MIGERGOT.
123
(3) During the year ended December 31, 2018, we recognized in cost of goods sold $17.3 million for inventory step-up
expense primarily related to KRYSTEXXA inventory sold.
(4) Represents share-based compensation expense associated with our stock option, restricted stock unit and performance
stock unit grants to our employees and non-employee directors and our employee share purchase plan.
(5) Represents expenses, including legal and consulting fees, incurred in connection with our acquisitions and
divestitures. Costs recovered from subleases of acquired facilities and reimbursed expenses incurred under transition
arrangements for divestitures are also reflected in this line item. In addition, the year ended December 31, 2020 amounts
include the Curzion acquisition payment of $45.0 million, which was recorded as a research and development expense.
(6) During the year ended December 31, 2020, we incurred $30.0 million of an upfront cash payment related to a license
agreement entered into with Halozyme. The upfront cash payment was paid in December 2020. In addition, we
recognized a $3.0 million progress payment in relation to the collaboration agreement with HemoShear, which was paid
in July 2020.
During the year ended December 31, 2019, we recorded upfront, progress and milestone payments related to license and
collaboration agreements of $9.1 million which was composed of a $3.0 million milestone payment to Roche relating to
the TEPEZZA BLA submission to the FDA during the third quarter of 2019, and an upfront cash payment of $2.0
million and a progress payment of $4.0 million in relation to the collaboration agreement with HemoShear.
(7) During the year ended December 31, 2020, we recorded a loss on debt extinguishment of $31.9 million in the
consolidated statements of comprehensive income (loss), which reflects the extinguishment of our Exchangeable Senior
Notes.
During the year ended December 31, 2019, we recorded a loss on debt extinguishment of $58.8 million in the
consolidated statements of comprehensive income (loss), which reflected the early redemption premiums and the write-
off of the deferred financing fees and debt discount fees related to the prepayment of $775.0 million of our 2023 Senior
Notes and 2024 Senior Notes and the write-off of the deferred financing fees and debt discount fees related to the $400.0
million of term loan repayments.
(8) During the year ended December 31, 2020, we recorded an impairment charge of $1.7 million related to the Novato,
California office lease, which was obtained through an acquisition.
Impairment of long-lived assets during the year ended December 31, 2018, primarily relates to the write-off of the book
value of developed technology related to PROCYSBI in Canada and Latin America and LODOTRA.
(9) During the year ended December 31, 2016, we entered into a definitive agreement to acquire certain rights to interferon
gamma-1b, marketed as IMUKIN in an estimated thirty countries primarily in Europe and the Middle East, or the
IMUKIN purchase agreement. We already owned the rights to interferon gamma-1b marketed as ACTIMMUNE in the
United States, Canada and Japan. In connection with the IMUKIN purchase agreement, we also committed to pay our
contract manufacturer certain amounts related to the harmonization of the manufacturing processes for ACTIMMUNE
and IMUKIN drug substance, or the harmonization program. At the time we entered into the IMUKIN purchase
agreement and the harmonization program commitment was made, we had anticipated achieving certain benefits should
the Phase 3 clinical trial evaluating ACTIMMUNE for the treatment of Friedreich’s ataxia be successful. If the study
had been successful and if U.S. marketing approval had subsequently been obtained, we had forecasted significant
increases in demand for the medicine and the harmonization program would have resulted in significant benefits to us.
Following our discontinuation of the Friedreich’s ataxia program, we determined that certain assets, including an upfront
payment related to the IMUKIN purchase agreement, were impaired, and the costs under the harmonization program
would no longer have benefit to us and should be expensed as incurred.
(10) Represents arrangement and other fees relating to our refinancing activities.
(11) Represents expenses incurred relating to discontinuation of the Friedreich’s ataxia program and a reduction to previous
charges recorded.
(12) We recorded $1.0 million and $5.8 million of expense during the years ended December 31, 2019 and 2018,
respectively, for litigation settlements.
124
(13) Represents expenses, including severance costs and consulting fees, related to restructuring and realignment activities.
(14) During the year ended December 31, 2020, we completed the sale of rights to RAVICTI and BUPHENYL in Japan for
cash proceeds of $5.4 million, and we recorded a gain of $4.9 million on the sale.
During the year ended December 31, 2019, we recorded a loss of $11.0 million on the sale of our rights to MIGERGOT.
During the year ended December 31, 2018, we completed the IMUKIN sale for cash proceeds of $9.5 million, with a
potential additional contingent consideration payment and we recorded a gain of $12.3 million on the sale. The
contingent consideration payment of €3.0 million ($3.3 million when converted using a Euro-to-Dollar exchange rate at
the date of receipt of 1.0991) was received in September 2019. Additionally, during the year ended December 31, 2018,
we sold our rights to RAVICTI and AMMONAPS outside of North America and Japan to Immedica, and we recorded a
gain of $30.7 million.
(15) Represents amortization of debt discount and deferred financing costs associated with our debt.
(16) Income tax adjustments on pre-tax non-GAAP adjustments represent the estimated income tax impact of each pre-tax
non-GAAP adjustment based on the statutory income tax rate of the applicable jurisdictions for each non-GAAP
adjustment.
(17) During the year ended December 31, 2020, following the publication by the United States Department of Treasury and
the Internal Revenue Service of the Final Regulations on the Anti-Hybrid Rules on April 8, 2020, we recorded a write-
off of a deferred tax asset related to certain interest expense accrued to a foreign related party during the year ended
December 31, 2019 and recognized a corresponding one-time tax provision, resulting in a non-GAAP tax adjustment of
$15.2 million. We also recognized a U.S. federal tax liability on U.S. taxable income generated from an intercompany
transfer of intellectual property from a U.S. subsidiary to an Irish subsidiary, which was partially offset by the
recognition of a deferred tax asset in the Irish subsidiary, resulting in a non-GAAP tax adjustment of $5.3 million.
Other non-GAAP income tax adjustments during the year ended December 31, 2019, primarily reflect a tax benefit of
$553.3 million resulting from an intercompany transfer of intellectual property assets to an Irish subsidiary.
Other non-GAAP income tax adjustments during the year ended December 31, 2018, reflect the impact of the deferred
tax asset reinstatement in accordance with SAB 118, which was a $37.4 million increase to our benefit for income taxes
and a corresponding decrease to the U.S. group net deferred tax liability position. Following Notice 2018-28 that was
issued by the U.S. Treasury Department and the U.S. Internal Revenue Service during the year ended December 31,
2018 and in accordance with the measurement period provisions under SAB 118, we reinstated the deferred tax asset
related to our U.S. interest expense carry forwards under Section 163(j) of the Code based on the revised U.S. federal tax
rate of 21 percent.
(18) During the year ended December 31, 2020, $400.0 million in aggregate principal amount of Exchangeable Senior Notes
were fully extinguished and exchanged for ordinary shares or cash. See Note 13, Debt Agreements, of the Notes to
Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K.
125
Liquidity, Financial Position and Capital Resources
We have incurred losses in most fiscal years since our inception in June 2005 and, as of December 31, 2020, we had an
accumulated deficit of $215.9 million. We expect that our sales and marketing expenses will continue to increase as a result
of the commercialization of our medicines, but we believe these cost increases will be more than offset by higher net sales
and gross profits in future periods. Additionally, we expect that our research and development costs will increase as we
acquire or develop more development-stage medicine candidates and advance our candidates through the clinical
development and regulatory approval processes. In particular, if we complete the proposed acquisition of Viela, we expect to
incur substantial costs in connection with advancing Viela’s pipeline of medicine candidates and development programs in
on-going and planned clinical trials.
On December 17, 2020, we announced that we expected a short-term disruption in TEPEZZA supply as a result of
recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the Defense Production Act of 1950,
that dramatically restricted capacity available for the production of TEPEZZA at our drug product contract manufacturer,
Catalent. This short-term supply disruption has negatively impacted our net sales of TEPEZZA. Refer to the Impact of
COVID-19 section in Item 1 of Part I, Business, of this Annual Report on Form 10-K for further information.
Further, following the highly successful launch of TEPEZZA, which significantly exceeded expectations, we are in the
process of expanding our production capacity to meet anticipated future demand for TEPEZZA. As of December 31, 2020,
we had total purchase commitments, including the minimum annual order quantities and binding firm orders, with AGC
Biologics A/S (formerly known as CMC Biologics A/S) for TEPEZZA drug substance of €134.7 million ($164.6 million
converted at an exchange rate as of December 31, 2020 of 1.2216), to be delivered through December 2022. In addition, we
had binding purchase commitments with Catalent Indiana, LLC for TEPEZZA drug product of $17.9 million, to be delivered
through December 2021.
We also expect to incur additional costs and to enter into additional purchase commitments in connection with our
efforts to expand TEPEZZA production capacity in order to meet this anticipated increase in demand.
During the nine months ended September 30, 2020, our accounts receivables increased significantly from $408.7
million as of December 31, 2019 to $705.9 million as of September 30, 2020. This increase was primarily due to both the
growth in and the timing of receipts for TEPEZZA sales. During the initial launch period, the payment terms for TEPEZZA
were extended. On October 1, 2020, the permanent J-code for TEPEZZA was implemented and the payment terms for
TEPEZZA started to decline. This resulted in a decrease of $46.2 million in accounts receivable and significant cash inflows
during the fourth quarter of 2020 from the collection of TEPEZZA-related receivables. We expect to continue to receive
significant cash inflows from the collection of TEPEZZA-related receivables in the first quarter of 2021. In the second
quarter of 2021, we expect to receive significantly lower cash inflows from TEPEZZA sales as a result of the supply
disruption.
On August 11, 2020, we completed an underwritten public equity offering of 13.6 million ordinary shares at a price to
the public of $71.0 per share, resulting in net proceeds of approximately $919.8 million after deducting underwriting
resulting in net proceeds of approximately $919.8 million
discounts and other offering expenses payable by us. This included the exercise in full by the underwriters of their option to
purchase up to 1.8 million additional ordinary shares.
During the year ended December 31, 2020, we issued an aggregate of 5.9 million of ordinary shares in connection with
stock option exercises, the vesting of restricted stock units and performance stock units, and employee share purchase plan
purchases. We received a total of $53.0 million in net proceeds in connection with such issuances.
During the year ended December 31, 2020, we made payments of $66.5 million for employee withholding taxes
relating to vesting of share-based awards.
126
On June 3, 2020, we issued a notice of redemption, or the Redemption Notice, for all our outstanding Exchangeable
Senior Notes. From June 3, 2020 through July 30, 2020, we issued an aggregate of 13,898,414 of our ordinary shares to
noteholders as a result of exchanges of $398.3 million in aggregate principal amount of Exchangeable Senior Notes following
the issuance of the Redemption Notice. On August 3, 2020, we redeemed the remaining $1.7 million in aggregate principal
amount of Exchangeable Senior Notes and made aggregate cash payments to the holders of such Exchangeable Senior Notes
of $1.8 million, including accrued interest. During the year ended December 31, 2020, we recorded a loss on debt
extinguishment of $31.9 million related to these exchanges and cash redemptions.
As a result of the COVID-19 pandemic and actions taken to slow its spread, the global credit and financial markets
have experienced extreme volatility and disruptions, including diminished liquidity and credit availability, declines in
consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic
stability. If the equity and credit markets deteriorate, it may make any additional debt or equity financing more difficult,
more costly or more dilutive.
In February 2020, we purchased a three-building campus in Deerfield, Illinois, for total consideration and directly
attributable transaction costs of $118.5 million. The Deerfield campus totals 70 acres and consists of approximately 650,000
square feet of office space. Our Lake Forest office employees moved to the Deerfield campus in February 2021 and we are
marketing the Lake Forest office space for sublease. We made significant capital expenditures during 2020 and the first
quarter of 2021 in order to prepare the Deerfield campus for occupancy. In addition, if we are unable to sublease our existing
Lake Forest office at rental rates similar to the rates under our existing lease or at all, we would be obligated to continue
incurring substantial costs for rental payments through the end of the lease term in 2031.
During the year ended December 31, 2020, we committed to invest as a strategic limited partner in four venture capital
funds: Forbion Growth Opportunities Fund I C.V., Forbion Capital Fund V C.V., Aisling Capital V, L.P. and RiverVest
Venture Fund V, L.P. As of December 31, 2020, the total carrying amount of our investments in these funds is $10.6 million,
which is included in other assets in the consolidated balance sheet, and our total future commitments to these funds are $56.2
million.
We have financed our operations to date through equity financings, debt financings and the issuance of convertible notes,
along with cash flows from operations during the last several years. As of December 31, 2020, we had $2,079.9 million in cash
and cash equivalents and total debt with a book value of $1,003.4 million and principal value of $1,018.0 million. We believe
our existing cash and cash equivalents and our expected cash flows from operations will be sufficient to fund our business needs
for at least the next twelve months from the issuance of the financial statements in this Annual Report on Form 10-K. We do not
have any financial covenants or non-financial covenants that we expect to be affected by the economic disruptions and negative
effects of the COVID-19 pandemic on the financial environment.
We have a significant amount of debt outstanding on a consolidated basis. For a description of our debt agreements,
see Note 13, Debt Agreements, of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual Report
on Form 10-K. In addition, in connection with our pending acquisition of Viela, we entered into an amended and restated
commitment letter, or Commitment Letter, with Morgan Stanley Senior Funding, Inc., Citigroup Global Markets, Inc. and
JPMorgan Chase Bank, N.A., or together the Commitment Parties, pursuant to which the Commitment Parties have provided
commitments, subject to certain conditions, to provide $1,300 million of senior secured term loans, the proceeds of which, in
addition to a portion of our existing cash on hand, will be used to pay the consideration for the Viela acquisition. This
substantial level of debt could have important consequences to our business, including, but not limited to: making it more
difficult for us to satisfy our obligations; requiring a substantial portion of our cash flows from operations to be dedicated to
the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flows to fund
acquisitions, capital expenditures, and future business opportunities; limiting our ability to obtain additional financing,
including borrowing additional funds; increasing our vulnerability to, and reducing our flexibility to respond to, general
adverse economic and industry conditions; limiting our flexibility in planning for, or reacting to, changes in our business and
the industry in which we operate; placing us at a disadvantage as compared to our competitors, to the extent that they are not
as highly leveraged; and if we secure the financing contemplated by the Commitment Letter, increasing our debt relative to
cash. We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other
actions to satisfy our obligations under our indebtedness.
127
In addition, the indenture governing our 5.5% Senior Notes due 2027 and our Credit Agreement impose various
covenants that limit our ability and/or our restricted subsidiaries’ ability to, among other things, pay dividends or
distributions, repurchase equity, prepay junior debt and make certain investments, incur additional debt and issue certain
preferred stock, incur liens on assets, engage in certain asset sales or merger transactions, enter into transactions with
affiliates, designate subsidiaries as unrestricted subsidiaries; and allow to exist certain restrictions on the ability of restricted
subsidiaries to pay dividends or make other payments to us.
tt
Sources and Uses of Cash
The following table provides a summary of our cash position and cash flows for the years ended December 31, 2020,
2019 and 2018 (in thousands):
Cash, cash equivalents and restricted cash
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
For the Years Ended December 31,
2019
2020
$ 2,083,479 $ 1,080,039 $
2018
962,117
555,688
(464,071)
904,579
426,332
(17,857)
(290,446)
194,543
27,653
(16,596)
Operating Cash Flows
During the years ended December 31, 2020, 2019 and 2018, net cash provided by operating activities was $555.7
million, $426.3 million and $194.5 million, respectively.
Net cash provided by operating activities during the year ended December 31, 2020 of $555.7 million was primarily
attributable to cash collections from gross sales, partially offset by payments made related to patient assistance costs for our
inflammation segment medicines and government rebates for our orphan segment medicines, payments related to selling,
general and administrative expenses and research and development expenses and advanced payments for TEPEZZA
inventory.
Net cash provided by operating activities during the year ended December 31, 2019 was primarily attributable to cash
collections from gross sales, partially offset by payments made related to patient assistance programs and commercial rebates
for our inflammation segment medicines, and payments related to selling, general and administrative expenses and research
and development expenses. Operating cash flow was also used to fund interest on outstanding debt of $78.0 million.
Net cash provided by operating activities during the year ended December 31, 2018 was primarily attributable to cash
collections from net sales, net of operating expenses. Operating cash flow was also used to fund interest on outstanding debt
of $112.5 million and income taxes of $53.1 million.
Investing Cash Flows
During the years ended December 31, 2020 and 2019, net cash used in investing activities was $464.1 million and
$17.9 million, respectively. During the year ended December 31, 2018, net cash provided by investing activities was
$27.7 million.
Net cash used in investing activities during the year ended December 31, 2020 of $464.1 million was primarily
attributable to payments for acquisitions of $262.3 million which consisted of $215.2 million of milestone payments
associated with the acquisition of River Vision Development Corp., or River Vision, and our agreements with F. Hoffmann-
La Roche Ltd and Hoffmann-La Roche Inc, or together referred to as Roche, with S.R. One, Limited, or S.R. One, and with
Lundbeckfond Invest A/S, or Lundbeckfond, and $45.0 million due to the acquisition of Curzion in the second quarter of
2020. Additionally, $112.5 million was paid in the first quarter of 2020 in relation to the purchase of a three-building campus
in Deerfield, Illinois. We also paid an upfront cash payment of $30.0 million in the fourth quarter of 2020 related to a license
agreement entered into with Halozyme, that gives us exclusive access to Halozyme’s ENHANZE drug delivery technology
for subcutaneous formulation of medicines targeting IGF-1R. We intend to use ENHANZE to develop a subcutaneous
formulation of TEPEZZA.
S.R. One, Limited, or S.R. One,
128
Net cash used in investing activities during the year ended December 31, 2019 of $17.9 million was primarily
attributable to the purchases of property and equipment of $17.9 million and an escrow deposit payment of $6.0 million
related to the purchase of the Deerfield campus, partially offset by proceeds from the MIGERGOT transaction of $6.0
million.
Net cash provided by investing activities during the year ended December 31, 2018 of $27.7 million was primarily
attributable to proceeds from the sale of assets during the year, including cash proceeds of $35.0 million following the sale of
rights to RAVICTI and AMMONAPS outside of North America and Japan to Immedica and cash proceeds of $9.5 million
following the IMUKIN sale. This was partially offset by $12.0 million we paid to MedImmune LLC to license HZN-003
(formerly MEDI4945).
Financing Cash Flows
During the year ended December 31, 2020, net cash provided by financing activities was $904.6 million. During the
years ended December 31, 2019 and 2018, net cash used in financing activities was $290.5 million and $16.6 million,
respectively.
Net cash provided by financing activities during the year ended December 31, 2020 of $904.6 million was primarily
attributable to the issuance of 13.6 million ordinary shares in connection with our underwritten public equity offering in
August 2020. We received net proceeds of approximately $919.8 million after deducting underwriting discounts and other
offering expenses payable by us in connection with such offering.
Net cash used in financing activities during the year ended December 31, 2019 of $290.5 million was primarily
attributable to the net repayment of $400.0 million of the outstanding principal amount of term loans under our Credit
Agreement, the repayment of the outstanding principal amount of our 2023 Senior Notes and 2024 Senior Notes of $775.0
million and related early redemption premiums of $39.5 million, partially offset by net proceeds from the issuance of our
2027 Senior Notes of $590.1 million and net proceeds from the issuance of ordinary shares of $326.8 million.
Net cash used in financing activities during the year ended December 31, 2018 of $16.6 million was primarily
attributable to the repayment of term loans of $845.7 million, partially offset by $818.0 million in net proceeds from term
loans. In June 2018, we made a mandatory prepayment of $23.5 million under our term loan facility. In October 2018, we
refinanced our term loans without changing the principal amount outstanding.
Financial Condition as of December 31, 2020 compared to December 31, 2019
Accounts receivable, net. Accounts receivable, net, increased $251.0 million, from $408.7 million as of December 31,
2019 to $659.7 million as of December 31, 2020. The increase was primarily due to both the growth in sales and the timing
of receipts of accounts receivable for TEPEZZA sales. During the initial launch period, the payment terms for TEPEZZA
were extended. On October 1, 2020, the permanent J-code for TEPEZZA was implemented and the payment terms for
TEPEZZA have started to decline.
Prepaid expenses and other current assets. Prepaid expenses and other current assets increased $108.3 million, from
$143.6 million as of December 31, 2019 to $251.9 million as of December 31, 2020. The increase was primarily due to an
increase in advance payments for TEPEZZA inventory of $106.5 million.
Property and equipment, net. Property and equipment, net, increased $158.9 million, from $30.1 million as of
December 31, 2019 to $189.0 million as of December 31, 2020. In February 2020, we purchased a three-building campus in
Deerfield, Illinois, for total consideration and directly attributable transaction costs of $118.5 million. In addition,
construction in process increased by $63.4 million during the year ended December 31, 2020 compared to December 31,
2019, primarily due to renovation costs associated with the Deerfield campus.
Developed technology and other intangible assets, net. Developed technology and other intangible assets, net,
increased $80.3 million, from $1,702.6 million as of December 31, 2019 to $1,782.9 million as of December 31, 2020.
During the year ended December 31, 2020, in connection with milestone payments related to the acquisition of River Vision
and our agreements with Roche, S.R. One and Lundbeckfond, we capitalized $336.0 million of developed technology related
to TEPEZZA. This was partially offset by amortization of developed technology of $225.1 million during the year ended
December 31, 2020.
129
Accrued expenses. Accrued expenses increased $250.3 million, from $235.2 million as of December 31, 2019 to
$485.5 million as of December 31, 2020. As of December 31, 2020, we recorded a liability of $123.4 million in accrued
expenses representing net sales milestones for TEPEZZA, composed of $67.0 million in relation to the attainment in 2020 of
various net sales milestones payable under the acquisition agreement for River Vision and CHF50.0 million ($56.5 million
when converted using a CHF-to-Dollar exchange rate as of December 31, 2020 of 1.1301) in relation to the expected
attainment in 2020 of various net sales milestones payable to Roche. Additionally, accrued royalties increased by $48.0
million primarily due to an increase in royalties payable on net sales of TEPEZZA and payroll-related accrued expenses
increased by $37.1 million.
Accrued trade discounts and rebates. Accrued trade discounts and rebates decreased $114.0 million, from $466.4
million as of December 31, 2019 to $352.4 million as of December 31, 2020. This was primarily due to a decrease of $66.7
million in accrued co-pay and other patient assistance costs primarily due to lower utilization of our patient assistance
programs, the reduction of VIMOVO-related co-pay and other patient assistance as a result of generic competition and the
timing of payments and a $55.6 million decrease in accrued commercial rebates and wholesaler fees primarily due to the
timing of payments and the reduction of VIMOVO-related commercial rebates and wholesaler fees as a result of generic
competition.
Exchangeable Senior Notes. On June 3, 2020, we issued the Redemption Notice for all of our outstanding
Exchangeable Senior Notes with a redemption date of August 3, 2020. As of December 31, 2020, all $400.0 million in
aggregate principal amount of Exchangeable Senior Notes had been exchanged or redeemed. See Note 13, Debt Agreements,
of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual Report on Form 10-K for further detail.
Contractual Obligations
As of December 31, 2020, minimum future cash payments due under contractual obligations, including, among others, our
debt agreements, purchase agreements with third-party manufacturers and non-cancelable operating lease agreements, were as
follows (in thousands):
Debt agreements – principal (1)
Debt agreements - interest (1)
Purchase commitments (2)
Operating lease obligations (3)
Total contractual cash obligations
$
2022
2024
2021
2023
— $
2025
— $ — $ — $ — $1,018,026 $1,018,026
283,621
42,398
42,458
247,827
5,000
7,347
66,048
6,836
6,587
$179,811 $139,674 $ 59,004 $ 56,392 $ 54,234 $1,126,407 $1,615,522
43,163
129,352
7,296
43,163
90,392
6,119
70,140
5,000
33,241
42,299
10,736
5,969
Total
2026 &
Thereafter
(1) Represents the minimum contractual obligation due under the following debt agreements:
•
•
$418.0 million under our term loans, which includes estimated monthly interest payments based on the
applicable interest rate at December 31, 2020 of 2.19% and repayment of the remaining principal in May 2026.
$600.0 million of our 5.5% Senior Notes due 2027, which includes bi-annual interest payments and repayment of
the principal in August 2027.
5.5% Senior Notes due 2027
(2)
These amounts reflect the following purchase commitments with our third-party manufacturers:
•
•
•
Purchase commitment for TEPEZZA drugs substance with AGC Biologics A/S to be delivered through
December 2022. Purchase commitments with Catalent Indiana, LLC for TEPEZZA drug product to be delivered
through December 2021.
Minimum annual order quantities required to be placed with Boehringer Ingelheim for final packaged
ACTIMMUNE through June 2024 and additional units we also committed to purchase which were intended to
cover anticipated demand if the results of the Friedreich’s ataxia program of ACTIMMUNE for the treatment of
Friedreich’s ataxia had been successful. As of December 31, 2020, the minimum purchase commitment to
Boehringer Ingelheim Biopharmaceuticals GmbH was $15.8 million (converted using a Dollar-to-Euro exchange
rate of 1.2216 as of December 31, 2020) through June 2024.
Minimum purchase commitment for KRYSTEXXA through 2026.
130
•
Purchase commitments for RAVICTI, BUPHENYL, PROCYSBI, PENNSAID 2%, DUEXIS, RAYOS and
QUINSAIR of $14.7 million were outstanding at December 31, 2020.
(3)
These amounts reflect payments due under our operating leases, which are principally for our facilities. For further
details regarding these properties, see Item 2 of Part I, Properties, of this Annual Report on Form 10-K.
The above table does not include the following items:
•
•
•
•
•
•
•
An agreement for lease entered into on October 14, 2019, relating to approximately 63,000 square feet of office
space under construction in Dublin, Ireland. Lease commencement will begin when construction of the offices is
completed by the lessor and we have access to begin the construction of leasehold improvements. We expect to
receive access to the office space and commence the related lease in the first half of 2021 and incur leasehold
improvement costs during 2021 in order to prepare the building for occupancy.
Non-cancellable advertising commitments due within one year of $25.0 million, primarily related to agreements
for advertising for TEPEZZA and KRYSTEXXA.
As of December 31, 2020, our contingent liability for uncertain tax positions amounted to $29.4 million
(excluding interest and penalties). Due to the nature and timing of the ultimate outcome of these uncertain tax
positions, we cannot make a reasonably reliable estimate of the amount and period of related future payments, if
any. Therefore, our contingent liability has been excluded from the above contractual obligations table. We do
not expect a significant tax payment related to these obligations within the next year.
Assumed material obligations to make royalty and milestone payments to certain third parties on net sales of
certain of our medicines. See Note 15 of the Notes to Consolidated Financial Statements, included in Item 15 of
this Annual Report on Form 10-K, for details of these material obligations.
In February 2020, we purchased a three-building campus in Deerfield, Illinois, for total consideration and
directly attributable transaction costs of $118.5 million. The Deerfield campus totals 70 acres and consists of
approximately 650,000 square feet of office space. Our Lake Forest office employees moved to the Deerfield
campus in February 2021 and we are marketing the Lake Forest office for sublease. We made significant capital
expenditures during 2020 and the first quarter of 2021 in order to prepare the Deerfield campus for occupancy.
In addition, if we are unable to sublease our existing Lake Forest office at rental rates similar to the rates under
our existing lease or at all, we would be obligated to continue incurring substantial costs for rental payments
through the end of the lease term in 2031.
During the year ended December 31, 2020, we committed to invest as a strategic limited partner in four venture
capital funds: Forbion Growth Opportunities Fund I C.V., Forbion Capital Fund V C.V., Aisling Capital V, L.P.
and RiverVest Venture Fund V, L.P. As of December 31, 2020, the total carrying amount of our investments in
these funds is $10.6 million, which is included in other assets in the consolidated balance sheet, and our total
future commitments to these funds are $56.2 million.
On January 31, 2021, we entered into an Agreement and Plan of Merger with Viela, to acquire all of the
outstanding shares of Viela’s common stock at a price of $53.00 per share in cash, or approximately $2.67 billion
net of Viela’s cash and cash equivalents, which amount will become due in connection with the closing of the
transaction which is expected to occur in by the end of the first quarter of 2021. In connection with our pending
acquisition of Viela, we entered into the Commitment Letter, pursuant to which the Commitment Parties have
provided commitments, subject to certain conditions, to provide $1,300 million of senior secured term loans, the
proceeds of which, in addition to a portion of our existing cash on hand, will be used to pay the consideration for
the Viela acquisition.
131
OFF-BALANCE SHEET ARRANGEMENTS
Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured
finance, special purpose entities or variable interest entities, other than the indemnification agreements discussed in Note 15,
Commitments and Contingencies, of the Notes to Consolidated Financial Statements, included in Item 15 of this Annual
Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES
The methods, estimates and judgments that we use in applying our critical accounting policies have a significant impact
on the results that we report in our financial statements. Some of our accounting policies require us to make difficult and
subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain.
We have identified the accounting policies and estimates listed below as those that we believe require management’s
most subjective and complex judgments in estimating the effect of inherent uncertainties. This section should also be read in
conjunction with Note 2 in the Notes to our Consolidated Financial Statements included in this report, which includes a
discussion of these and other significant accounting policies.
Revenue Recognition
In the United States, we sell our medicines primarily to wholesale distributors, specialty distributors and specialty
pharmacy providers. In other countries, we sell our medicines primarily to wholesale distributors and other third-party
distribution partners. These customers subsequently resell our medicines to health care providers and patients. In addition,
we enter into arrangements with health care providers and payers that provide for government-mandated or privately
negotiated discounts and allowances related to our medicines. Revenue is recognized when performance obligations under
the terms of a contract with a customer are satisfied. The majority of our contracts have a single performance obligation to
transfer medicines. Accordingly, revenues from medicine sales are recognized when the customer obtains control of our
medicines, which occurs at a point in time, typically upon delivery to the customer. Revenue is measured as the amount of
consideration we expect to receive in exchange for transferring medicines and is generally based upon a list or fixed price
less allowances for medicine returns, rebates and discounts. We sell our medicines to wholesale pharmaceutical distributors
and pharmacies under agreements with payment terms typically less than 90 days. Our process for estimating reserves
established for these variable consideration components does not differ materially from our historical practices.
Medicine Sales Discounts and Allowances
The nature of our contracts gives rise to variable consideration because of allowances for medicine returns, rebates and
discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale
pharmaceutical distributors and pharmacies. We apply significant judgments and estimates in determining some of these
allowances. If actual results differ from our estimates, we will be required to make adjustments to these allowances in the
future. Our adjustments to gross sales are discussed further below.
Commercial Rebates
We participate in certain commercial rebate programs. Under these rebate programs, we pay a rebate to the
commercial entity or third-party administrator of the program. We calculate accrued commercial rebate estimates using the
expected value method. We accrue estimated rebates based on contract prices, estimated percentages of medicine that will be
prescribed to qualified patients and estimated levels of inventory in the distribution channel and record the rebate as a
reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated
balance sheet.
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Co-pay and Other Patient Assistance Programs
We offer discount card and other programs such as our HorizonCares program to patients under which the patient
receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed
care vendor, we will pay for the full cost of the prescription. We reimburse pharmacies for this discount through third-party
vendors. We reduce gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices
received. We also record an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to
distributors that have not yet been prescribed/dispensed to a patient. We calculate accrued co-pay and other patient assistance
costs using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will
be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated
levels of inventory in the distribution channel. Accrued co-pay and other patient assistance costs are included in “accrued
trade discounts and rebates” on the consolidated balance sheet.
Sales Returns
Consistent with industry practice, we maintain a return policy that allows customers to return certain medicines within
a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period
beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on
the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The
majority of medicine returns result from medicine dating, which falls within the range set by our policy, and are settled
through the issuance of a credit to the customer. We calculate sales returns using the expected value method. The estimate
of the provision for returns is based upon our historical experience with actual returns. The return period is known to us
based on the shelf life of medicines at the time of shipment. We record sales returns in “accrued expenses” and as a
reduction of revenue.
Government Rebates
We participate in certain government rebate programs such as Medicare Coverage Gap and Medicaid. We calculate
accrued government rebate estimates using the expected value method. A significant portion of these accruals relates to our
Medicaid rebates. We accrue estimated rebates based on estimated percentages of medicine prescribed to qualified patients,
estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified
patients and record the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade
discounts and rebates” on the consolidated balance sheet.
Chargebacks
We provide discounts to government qualified entities with whom we have contracted. These entities purchase
medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors
then charge back to us the difference between the current retail price and the contracted price that the entities paid for the
medicines. We calculate accrued chargeback estimates using the expected value method. We accrue estimated chargebacks
based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in
the distribution channel and record the chargeback as a reduction of revenue. Accrued chargebacks are included in “accrued
trade discounts and rebates” on the consolidated balance sheet.
133
Intangible Assets
Definite-lived intangible assets are amortized over their estimated useful lives. We review our intangible assets when
events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value.
We measure fair value based on the estimated future discounted cash flows associated with our assets in addition to other
assumptions and projections that we deem to be reasonable and supportable. The estimated useful lives, from the date of
acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years.
Goodwill
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the
identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit
level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if
any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any
recoverability. We test goodwill for impairment annually during the fourth quarter and whenever indicators of impairment
exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its
carrying amount. If we conclude it is more likely than not that the fair value of a reporting unit is less than its carrying
amount, a quantitative impairment test is performed. If we conclude that goodwill is impaired, we will record an impairment
charge in our consolidated statement of comprehensive income (loss).
Provision for Income Taxes
We account for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent
the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities
versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary
differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary
differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required in
determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset
can be utilized. In determining future taxable income, we are required to make assumptions including the amount of taxable
income in the various jurisdictions in which we operate. These assumptions require significant judgment about forecasts of
future taxable income. Actual operating results in future years could render our current assumption of recoverability of
deferred tax assets inaccurate. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period
that the change is enacted. From time to time, we execute intercompany transactions in response to changes in operations,
regulations, tax laws, funding needs and other circumstances. These transactions require the interpretation and application of
tax laws in the applicable jurisdiction to support the tax treatment taken. The valuations which support the tax treatment of
the transactions require significant estimates and assumptions within discounted cash flow models. We also account for the
uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and
disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an
income tax return. Deferred tax assets and deferred tax liabilities are netted by each tax-paying entity within each jurisdiction
in our consolidated balance sheets.
New Accounting Pronouncements Impacting Critical Accounting Policies
Refer to Note 2 in the Notes to our Consolidated Financial Statements included in this report, which includes a
discussion of the new accounting pronouncements impacting critical accounting policies.
134
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to various market risks, which include potential losses arising from adverse changes in market rates
and prices, such as interest rates and foreign exchange fluctuations. We do not enter into derivatives or other financial
instruments for trading or speculative purposes.
Interest Rate Risk. We are subject to interest rate fluctuation exposure through our borrowings under our Credit
Agreement and our investment in money market accounts which bear a variable interest rate. Term loans under our Credit
Agreement bear interest, at our option, at a rate equal to the London Inter-Bank Offered Rate, or LIBOR, plus 2.25% per
annum (subject to a 0.00% LIBOR floor), or the adjusted base rate plus 1.25% per annum with a step-down to LIBOR plus
2.00% per annum or the adjusted base rate plus 1.00% per annum at the time our leverage ratio is less than or equal to 2.00 to
1.00. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the
prime rate, (c) the federal funds rate plus 0.50%, and (d) 1.00%. The loans under our incremental revolving credit facility, or
Revolving Credit Facility, bear interest, at our option, at a rate equal to either LIBOR plus an applicable margin of 2.25% per
annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per annum with a step-down to LIBOR plus
2.00% per annum or the adjusted base rate plus 1.00% per annum at the time our leverage ratio is less than or equal to 2.00 to
1.00. Our approximately $418.0 million of senior secured term loans under the Credit Agreement is based on LIBOR. As of
December 31, 2020, the Revolving Credit Facility was undrawn. The one-month LIBOR rate as of February 16, 2021, which
was the most recent date the interest rate on the term loan was fixed, was 0.13%, and as a result, the interest rate on our
borrowings is currently 2.13% per annum. Because the United Kingdom Financial Conduct Authority, which regulates
LIBOR, intends to phase out the use of LIBOR by the end of 2021, future borrowings under our Credit Agreement could be
subject to reference rates other than LIBOR.
An increase in the LIBOR of 100 basis points above the current LIBOR rate would increase our interest expense
related to the Credit Agreement by $4.18 million per year.
The goals of our investment policy are to preserve capital, fulfill liquidity needs and maintain fiduciary control of cash.
To achieve our goal of maximizing income without assuming significant market risk, we maintain our excess cash and cash
equivalents in money market funds. Because of the short-term maturities of our cash equivalents, we do not believe that a
decrease in interest rates would have any material negative impact on the fair value of our cash equivalents.
Foreign Currency Risk. Our purchase costs of TEPEZZA drug substance and ACTIMMUNE inventory are principally
denominated in Euros and are subject to foreign currency risk. In addition, we are obligated to pay certain milestones and a
royalty on sales of TEPEZZA to Roche in Swiss Francs, which obligations are subject to foreign currency risk. We have
contracts relating to RAVICTI, QUINSAIR and PROCYSBI for sales in Canada which sales are subject to foreign currency
risk. We also incur certain operating expenses in currencies other than the U.S. dollar in relation to our Irish operations and
foreign subsidiaries. Therefore, we are subject to volatility in cash flows due to fluctuations in foreign currency exchange
rates, particularly changes in the Euro, the Swiss Franc and the Canadian dollar.
Inflation Risk. We do not believe that inflation has had a material impact on our business or results of operations
during the periods for which the consolidated financial statements are presented in this report.
Credit Risk. Historically, our accounts receivable balances have been highly concentrated with a select number of
customers, consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies,
hospitals and other customers. As of December 31, 2020 and 2019, our top four customers accounted for approximately 93%
and 84%, respectively, of our total outstanding accounts receivable balances.
Item 8. Financial Statements and Supplementary Data
The financial information required by Item 8 is contained in Part IV, Item 15 of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
135
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls
and procedures” (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the
Exchange Act), have concluded that, as of December 31, 2020, our disclosure controls and procedures were effective to
provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive
officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management, under the supervision of our chief executive officer and our chief financial officer, is responsible for
establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f)
of the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31,
2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of
the Treadway Commission in Internal Control – Integrated Framework (2013). Management’s assessment included an
evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our
internal control over financial reporting. Based on management’s assessment, management has concluded that, as of
December 31, 2020, our internal control over financial reporting was effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2020, has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears
herein.
Changes in Internal Control Over Financial Reporting
There have been no material changes to our internal control over financial reporting, as defined in Exchange Act Rules
13a-15(f) and 15d-15(f), during the three months ended December 31, 2020, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
PART III
Certain information required by Part III is omitted from this Annual Report on Form 10(cid:7)K and incorporated by
reference to our definitive Proxy Statement for our 2021 Annual General Meeting of Shareholders, or our 2021 Proxy
Statement, to be filed pursuant to Regulation 14A of the Exchange Act. If our 2021 Proxy Statement is not filed within 120
days after the end of the fiscal year covered by this Annual Report on Form 10(cid:7)K, the omitted information will be included in
an amendment to this Annual Report on Form 10(cid:7)K filed not later than the end of such 120-day period.
K
K
136
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is to be included in our 2021 Proxy Statement as follows:
•
•
•
The information relating to our directors and nominees for director is to be included in the section entitled
“Proposal 1—Election of Directors;”
The information relating to our executive officers is to be included in the section entitled “Executive
Officers;” and
d
The information relating to our audit committee, audit committee financial expert and procedures by which
h
shareholders may recommend nominees to our board of directors is to be included in the section entitled “The
Board of Directors and its Committees.”
Such information is incorporated herein by reference to our 2021 Proxy Statement, provided that if the 2021 Proxy
Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10(cid:7)K, the
omitted information will be included in an amendment to this Annual Report on Form 10(cid:7)K filed not later than the end of
such 120-day period.
K
We have adopted a written Code of Conduct and Ethics, or Ethics Code, that applies to all officers, directors and
employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or
including our principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions
persons performing similar functions. The Ethics Code is available on our website at www.horizontherapeutics.com. If we
make any substantive amendments to the Ethics Code or grant any waiver from a provision of the Ethics Code to any
executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a Current
or in a Current
Report on Form 8-K
K.
Item 11. Executive Compensation
The information required by this item is to be included in our 2021 Proxy Statement under the sections entitled
“Executive Compensation,” “Non-Employee Director Compensation,” “The Board of Directors and its Committees—
The Board of Directors and its Committees—
Compensation Committee Interlocks and Insider Participation” and “Compensation Discussion and Analysis” and is
incorporated herein by reference, provided that if the 2021 Proxy Statement is not filed within 120 days after the end of the
fiscal year covered by this Annual Report on Form 10(cid:7)K, the omitted information will be included in an amendment to this
Annual Report on Form 10(cid:7)K filed not later than the end of such 120-day period.
Compensation Discussion and Analysis
K
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item with respect to equity compensation plans is to be included in our 2021 Proxy
Statement under the section entitled “Equity Compensation Plan Information” and the information required by this item with
respect to security ownership of certain beneficial owners and management is to be included in our 2021 Proxy Statement
under the section entitled “Other Information—Security Ownership of Certain Beneficial Owners and Management” and in
each case is incorporated herein by reference, provided that if the 2021 Proxy Statement is not filed within 120 days after the
end of the fiscal year covered by this Annual Report on Form 10(cid:7)K, the omitted information will be included in an
amendment to this Annual Report on Form 10(cid:7)K filed not later than the end of such 120-day period.
Other Information—
K
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is to be included in our 2021 Proxy Statement under the sections entitled
“Certain Relationships and Related Transactions” and “The Board of Directors and its Committees—Independence of the
Board of Directors” and is incorporated herein by reference, provided that if the 2021 Proxy Statement is not filed within 120
days after the end of the fiscal year covered by this Annual Report on Form 10(cid:7)K, the omitted information will be included in
K
an amendment to this Annual Report on Form 10(cid:7)K filed not later than the end of such 120-day period.
The Board of Directors and its Committees—
Item 14. Principal Accountant Fees and Services
The information required by this item is to be included in our 2021 Proxy Statement under the section entitled
“Proposal 2—Approve Appointment of Independent Registered Public Accounting Firm and Authorized the Audit
Committee to Determine the Auditors’ Remuneration” and is incorporated herein by reference, provided that if the 2021
Proxy Statement is not filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10(cid:7)K, the
omitted information will be included in an amendment to this Annual Report on Form 10(cid:7)K filed not later than the end of
such 120-day period.
K
137
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report.
1.
Financial Statements
The financial statements listed on the Index to Consolidated Financial Statements F-1 to F-57 are filed as part of this
Annual Report on Form 10-K.
2.
Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts and Reserves for each of the three fiscal years ended December 31,
2020, 2019 and 2018 appearing on page F-58. Other financial statement schedules have been omitted because the required
information is included in the consolidated financial statements or notes thereto or because they are not applicable or not
required.
138
3.
Exhibits
INDEX TO EXHIBITS
Exhibit
Number
2.1#
3.1
4.1
4.2
4.3
4.4
4.5
10.1+
10.2+
10.3+
10.4+
10.5+
10.6+
Description of Document
Agreement and Plan of Merger, dated January 31, 2021, by and among Horizon Therapeutics USA, Inc.,
Teiripic Merger Sub, Inc., Viela Bio, Inc. and solely for purposes of Sections 6.7 and 9.12 of the Merger
Agreement, Horizon Therapeutics plc (incorporated by reference to Exhibit 2.1 to Horizon Therapeutics Public
Limited Company’s Current Report on Form 8-K, filed on February 1, 2021).
Memorandum and Articles of Association of Horizon Therapeutics Public Limited Company, as amended
(incorporated by reference to Exhibit 3.1 to Horizon Therapeutics Public Limited Company’s Quarterly Report
on Form 10-Q, filed on May 8, 2019).
Indenture dated as of July 16, 2019 by and between Horizon Therapeutics USA, Inc., the guarantors party
thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Horizon
Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on July 16, 2019).
Form of 5.500% Senior Note due 2027 (incorporated by reference to Exhibit 4.1 to Horizon Therapeutics
Public Limited Company’s Current Report on Form 8-K, filed on July 16, 2019).
First Supplemental Indenture, dated November 19, 2019, by and between HZNP Finance Limited and U.S.
Bank National Association (incorporated by reference to Exhibit 4.5 to Horizon Therapeutics Public Limited
Company’s Quarterly Report on Form 10-Q, filed on May 6, 2020).
Second Supplemental Indenture, dated April 23, 2020, by and among Horizon Properties Holding LLC,
Curzion Pharmaceuticals, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.6 to
Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 6, 2020).
Description of securities registered under Section 12 of the Exchange Act of 1934 (incorporated by reference to
Exhibit 4.6 to Horizon Therapeutics Public Limited Company’s Annual Report on Form 10-K, filed on
February 26, 2020).
Form of Indemnification Agreement entered into by and between Horizon Therapeutics Public Limited
Company and certain of its directors, officers and employees (incorporated by reference to Exhibit 10.1 to
Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on September 19, 2014).
Form of Indemnification Agreement entered into by and between Horizon Therapeutics USA, Inc. and certain
directors, officers and employees of Horizon Therapeutics Public Limited Company (incorporated by reference
to Exhibit 10.2 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on
September 19, 2014).
Horizon Therapeutics Public Limited Company Non-Employee Director Compensation Policy, as amended
(incorporated by reference to Exhibit 10.5 to Horizon Therapeutics Public Limited Company’s Quarterly
Report on Form 10-Q, filed on August 7, 2019).
Horizon Therapeutics USA, Inc. 2011 Equity Incentive Plan, as amended, and Form of Option Agreement and
Form of Stock Option Grant Notice thereunder (incorporated by reference to Exhibit 99.1 to Horizon
Therapeutics, Inc.’s Current Report on Form 8-K, filed on July 2, 2014).
Horizon Therapeutics Public Limited Company Amended and Restated 2014 Equity Incentive Plan and Form
of Option Agreement, Form of Stock Option Grant Notice, Forms of Restricted Stock Unit Agreement and
Forms of Restricted Stock Unit Grant Notice thereunder (incorporated by reference to Exhibit 10.7 to Horizon
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 8, 2019).
Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan, as amended, and Form of
Option Agreement, Form of Stock Option Grant Notice, Forms of Restricted Stock Unit Agreement and Forms
of Restricted Stock Unit Grant Notice thereunder (incorporated by reference to Exhibit 10.8 to Horizon
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 8, 2019).
139
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14+
10.15+
10.16
10.17*
10.18*
10.19+
10.20*
10.21*
10.22*
Horizon Therapeutics Public Limited Company 2014 Employee Share Purchase Plan, as amended
(incorporated by reference to Exhibit 99.2 to Horizon Therapeutics Public Limited Company’s Current Report
on Form 8-K, filed on May 4, 2016).
Form of Employee Proprietary Information and Inventions Agreement (incorporated by reference to Exhibit
10.15 to Horizon Pharma, Inc.’s Registration Statement on Form S-1 (No. 333-168504), as amended).
Amended and Restated Executive Employment Agreement, dated July 27, 2010, by and between Horizon
Therapeutics USA, Inc. and Timothy Walbert (incorporated by reference to Exhibit 10.22 to Horizon Pharma,
Inc.’s Registration Statement on Form S-1 (No. 333-168504), as amended).
First Amendment to Amended and Restated Executive Employment Agreement, dated January 16, 2014, by
and between Horizon Therapeutics USA, Inc. and Timothy Walbert (incorporated by reference to Exhibit 99.1
to Horizon Pharma, Inc.’s Current Report on Form 8-K, filed on January 16, 2014).
Executive Employment Agreement, effective as of June 23, 2014, by and between Horizon Therapeutics USA,
Inc. and Paul W. Hoelscher (incorporated by reference to Exhibit 99.4 to Horizon Pharma, Inc.’s Current
Report on Form 8-K, filed on June 18, 2014).
Executive Employment Agreement, effective as of September 18, 2014, by and between Horizon Therapeutics
USA, Inc. and Barry Moze (incorporated by reference to Exhibit 10.74 to Horizon Therapeutics Public Limited
Company’s Annual Report on Form 10-K, filed on February 27, 2015).
Horizon Therapeutics USA, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.30 to
Horizon Therapeutics Public Limited Company’s Annual Report on Form 10-K, filed on February 28, 2018).
Horizon Therapeutics Public Limited Company Equity Long-Term Incentive Program (incorporated by
reference to Exhibit 10.2 to Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q,
filed on May 8, 2015).
Executive Employment Agreement, dated May 7, 2015, by and between Horizon Therapeutics USA, Inc. and
Brian Beeler (incorporated by reference to Exhibit 10.4 to Horizon Therapeutics Public Limited Company’s
Quarterly Report on Form 10-Q, filed on May 8, 2015).
Credit Agreement, dated May 7, 2015, by and among Horizon Therapeutics USA, Inc., as borrower, Horizon
Therapeutics Public Limited Company, as Irish Holdco and a guarantor, the subsidiary guarantors party
thereto, as subsidiary guarantors, the lenders party thereto and Citibank, N.A., as administrative agent and
collateral agent (incorporated by reference to Exhibit 10.1 to Horizon Therapeutics Public Limited Company’s
Current Report on Form 8-K, filed on May 11, 2015).
License Agreement, dated April 16, 1999, by and among Saul Brusilow, M.D., Brusilow Enterprises, Inc. and
Horizon Therapeutics, LLC (as successor in interest to Medicis Pharmaceutical Corporation).
Settlement Agreement and First Amendment to License Agreement, dated August 21, 2007, by and among
Saul Brusilow, M.D., Brusilow Enterprises, Inc., and Horizon Therapeutics, LLC (as successor in interest to
Medicis Pharmaceutical Corporation and Ucyclyd Pharma, Inc.).
Horizon Therapeutics Public Limited Company Share Clog Program Trust Deed, as amended, and Form of
Clog Letter (incorporated by reference to Exhibit 10.6 to Horizon Therapeutics Public Limited Company’s
Quarterly Report on Form 10-Q, filed on August 8, 2016).
License Agreement, dated August 12, 1998, by and among Mountain View Pharmaceuticals, Inc., Duke
University and Horizon Therapeutics Ireland DAC (as successor in interest to Bio-Technology General
Corporation), as amended November 12, 2001, August 30, 2010, March 12, 2014 and July 16, 2015.
Commercial Supply Agreement, dated March 20, 2007, by and between Horizon Therapeutics Ireland DAC (as
successor in interest to Savient Pharmaceuticals, Inc.) and Bio-Technology General (Israel) Ltd., as amended
September 24, 2007, January 24, 2009, July 1, 2010 and March 21, 2012.
Supply Agreement, dated August 3, 2015, by and between NOF Corporation and Horizon Therapeutics Ireland
DAC (as successor in interest to Crealta Pharmaceuticals LLC).
140
10.23*
10.24*
10.25*
10.26
10.27*
10.28*
10.29+
10.30+
10.31+
10.32+
10.33
10.34
Asset Purchase Agreement, dated March 22, 2012, by and between Horizon Therapeutics, LLC (as successor in
interest to Hyperion Therapeutics, Inc.) and Bausch Health Companies Inc. (formerly Ucyclyd Pharma, Inc.).
Commercial Supply Agreement, dated October 16, 2008, by and between Exelead, Inc. (formerly known as
Sigma-Tau PharmaSource, Inc. (as successor in interest to Enzon Pharmaceuticals, Inc.)) and Horizon
Therapeutics Ireland DAC (as successor in interest to Savient Pharmaceuticals, Inc.), as amended October 5,
2009, October 22, 2009 and July 29, 2014.
Fifth Amendment to Commercial Supply Agreement, effective as of August 31, 2016, by and between Horizon
Therapeutics Ireland DAC and Bio-Technology General (Israel) Ltd.
Amendment No. 1, dated October 25, 2016, to Credit Agreement, dated May 7, 2015, by and among Horizon
Therapeutics USA, Inc., as borrower, Horizon Therapeutics Public Limited Company, as Irish Holdco and a
guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party thereto and
Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 99.1 to
Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on October 25, 2016).
API Supply Agreement, dated November 3, 2010, by and between Cambrex Profarmaco Milano and Horizon
Therapeutics Ireland DAC (as successor in interest to Raptor Therapeutics Inc. and Raptor Pharmaceuticals
Europe B.V.), as amended April 9, 2013 (incorporated by reference to Exhibit 10.4 to Horizon Therapeutics
Public Limited Company’s Quarterly Report on Form 10-Q, filed on November 2, 2020).
Manufacturing Services Agreement, dated November 15, 2010, by and among Patheon Pharmaceuticals Inc.,
Horizon Orphan LLC (as successor in interest to Raptor Therapeutics Inc.) and Horizon Pharma Europe B.V.
(as successor in interest to Raptor Pharmaceuticals Europe B.V.), as amended April 5, 2012 and June 21, 2013.
Horizon Therapeutics Public Limited Company Equity Long-Term Incentive Program (incorporated by
reference to Exhibit 99.1 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K,
filed on January 11, 2018).
Horizon Therapeutics Public Limited Company Cash Incentive Program (incorporated by reference to Exhibit
99.2 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on January 11,
2018).
Horizon Therapeutics Public Limited Company Incentive Compensation Recoupment Policy (incorporated by
reference to Exhibit 99.4 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K,
filed on January 11, 2018).
Executive Employment Agreement, effective as of September 11, 2017, by and between Horizon Therapeutics
USA, Inc. and Irina Konstantinovsky (incorporated by reference to Exhibit 10.2 to Horizon Therapeutics
Public Limited Company’s Quarterly Report on Form 10-Q, filed on November 6, 2017).
Amendment No. 2, dated March 29, 2017, to Credit Agreement, dated May 7, 2015, as amended, by and
among Horizon Therapeutics USA, Inc., as Borrower, Horizon Therapeutics Public Limited Company, as Irish
Holdco and a guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party
thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit
99.1 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on March 30,
2017).
Amendment No. 3, dated October 23, 2017, to Credit Agreement, dated May 7, 2015, as amended, by and
among Horizon Therapeutics USA, Inc., as Borrower, Horizon Therapeutics Public Limited Company, as Irish
Holdco and a guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party
thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit
99.1 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on October 23,
2017).
10.35*
Amended and Restated License Agreement, dated May 31, 2017, by and between Horizon Orphan LLC and
The Regents of the University of California.
141
10.36+
10.37+
10.38+
10.39+
10.40+
10.41+
10.42+
10.43**
10.44**
10.45
10.46**
10.47+
10.48
Amended and Restated Executive Employment Agreement, effective as of March 1, 2018, by and between
Horizon Therapeutics USA, Inc. and Vikram Karnani (incorporated by reference to Exhibit 10.10 to Horizon
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 9, 2018).
First Amendment to Executive Employment Agreement, dated May 4, 2017, by and between Horizon
Therapeutics USA, Inc. and Paul W. Hoelscher (incorporated by reference to Exhibit 10.7 to Horizon
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on August 7, 2017).
First Amendment to Executive Employment Agreement, dated May 4, 2017, by and between Horizon
Therapeutics USA, Inc. and Barry Moze (incorporated by reference to Exhibit 10.8 to Horizon Therapeutics
Public Limited Company’s Quarterly Report on Form 10-Q, filed on August 7, 2017).
First Amendment to Executive Employment Agreement, dated May 4, 2017, by and between Horizon
Therapeutics USA, Inc. and Brian Beeler (incorporated by reference to Exhibit 10.9 to Horizon Therapeutics
Public Limited Company’s Quarterly Report on Form 10-Q, filed on August 7, 2017).
Second Amendment to Amended and Restated Executive Employment Agreement, dated May 4, 2017, by and
between Horizon Therapeutics USA, Inc. and Timothy Walbert (incorporated by reference to Exhibit 10.13 to
Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on August 7, 2017).
Executive Employment Agreement, effective as of February 16, 2017, by and between Horizon Therapeutics
USA, Inc. and Michael DesJardin (incorporated by reference to Exhibit 10.68 to Horizon Therapeutics Public
Limited Company’s Annual Report on Form 10-K, filed on February 28, 2018).
First Amendment to Executive Employment Agreement, dated May 4, 2017, by and between Horizon
Therapeutics USA, Inc. and Michael DesJardin (incorporated by reference to Exhibit 10.69 to Horizon
Therapeutics Public Limited Company’s Annual Report on Form 10-K, filed on February 28, 2018).
Confidential Settlement and License Agreement, effective as of June 27, 2018, by and among Horizon
Therapeutics, LLC, Lupin Ltd. and Lupin Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to
Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on August 8, 2018).
Confidential Settlement and License Agreement, effective as of September 17, 2018, by and between Horizon
Therapeutics, LLC and Par Pharmaceutical, Inc. (incorporated by reference to Exhibit 10.1 to Horizon
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on November 7, 2018).
Amendment No. 4, dated October 19, 2018, to Credit Agreement, dated May 7, 2015, as amended, by and
d
among Horizon Therapeutics USA, Inc., as Borrower, Horizon Therapeutics Public Limited Company, as Irish
Holdco and a guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party
thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit
t
99.1 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on October 19,
2018).
Amendment No. 1 to Amended and Restated License Agreement, dated September 11, 2018, by and between
Horizon Orphan LLC and The Regents of the University of California (incorporated by reference to Exhibit
10.3 to Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on November
7, 2018).
Amended and Restated Executive Employment Agreement, effective as of August 1, 2018, by and between
Horizon Therapeutics USA, Inc. and Geoffrey M. Curtis (incorporated by reference to Exhibit 10.69 to
Horizon Therapeutics Public Limited Company’s Annual Report on Form 10-K, filed on February 27, 2019).
Amendment No. 5, dated March 11, 2019, to Credit Agreement, dated May 7, 2015, as amended, by and
among Horizon Therapeutics USA, Inc., as Borrower, Horizon Therapeutics Public Limited Company, as Irish
Holdco and a guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party
thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit
99.1 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on March 11,
2019).
10.49+
Executive Employment Agreement, effective as of May 1, 2019, by and between Horizon Therapeutics USA,
Inc. and Jeffery Kent, M.D., FACP, FACG (incorporated by reference to Exhibit 10.2 to Horizon Therapeutics
Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 8, 2019).
142
10.50*
10.51*
10.52*
10.53*
10.54
10.55*
10.56*
10.57+
10.58
10.59*
10.60
Commercial Supply Agreement, effective as of February 14, 2018, by and between CMC Biologics A/S, dba
a
AGC Biologics and Horizon Therapeutics Ireland DAC (incorporated by reference to Exhibit 10.3 to Horizon
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 8, 2019).
Commercial Supply Agreement, effective as of December 18, 2018, by and between Catalent Indiana, LLC and
d
Horizon Therapeutics Ireland DAC (incorporated by reference to Exhibit 10.4 to Horizon Therapeutics Public
Limited Company’s Quarterly Report on Form 10-Q, filed on May 8, 2019).
License Agreement,
effective as of June 15, 2011, by and among F. Hoffmann-La Roche Ltd, Hoffman-La
Horizon Therapeutics Ireland DAC (as successor in interest to River Vision Development
Roche Inc. and Horizon Therapeutics Ireland DAC (as successor in interest to River Vision Development
Corp), as amended through Amendment No. 9 to the License Agreement, effective as of October 21, 2016
(incorporated by reference to Exhibit 10.70 to Horizon Therapeutics Public Limited Company’s Annual Report
t
on Form 10-K, filed on February 26, 2020).
Exclusive License Agreement, dated December 5, 2012, by and between Lundquist Institute (formerly known
n
as Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center) and Horizon Therapeutics
Ireland DAC (as successor in interest to River Vision Development Corp) (incorporated by reference to Exhibit
t
10.6 to Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on May 8,
2019).
Amendment No. 6, dated May 22, 2019, to Credit Agreement, dated May 7, 2015, as amended, by and among
Horizon Therapeutics USA, Inc., as Borrower, Horizon Therapeutics Public Limited Company, as Irish Holdco
and a guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party thereto and
d
Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 99.1 to
Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on May 22, 2019).
Amendment No. 1 to Commercial Supply Agreement, dated May 15, 2019, by and between AGC Biologics
A/S (formerly known as CMC Biologics A/S) and Horizon Therapeutics Ireland DAC (incorporated by
reference to Exhibit 10.6 to Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q,
filed on August 7, 2019).
Mutual Settlement, Release and Media License Agreement, effective as of December 21, 2016, by and between
n
Horizon Therapeutics Ireland DAC (as successor in interest to River Vision Development Corp) and
d
Boehringer Ingelheim Biopharmaceuticals GmbH (incorporated by reference to Exhibit 10.1 to Horizon
n
Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on November 6, 2019).
Executive Employment Agreement, effective as of November 1, 2019, by and among Horizon Therapeutics
Public Limited Company, Horizon Therapeutics USA, Inc. and Andy Pasternak (incorporated by reference to
Exhibit 10.3 to Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q, filed on
n
NNovember 6, 2019).
Amendment No. 7, dated December 18, 2019, to Credit Agreement, dated May 7, 2015, as amended, by and
d
among Horizon Therapeutics USA, Inc., as Borrower, Horizon Therapeutics Public Limited Company, as Irish
Holdco and a guarantor, the subsidiary guarantors party thereto, as subsidiary guarantors, the lenders party
thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit
t
99.1 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-K, filed on December 18,
2019).
Amendment No. 2 to Commercial Supply Agreement, dated December 18, 2019, by and between AGC
Biologics A/S (formerly known as CMC Biologics A/S) and Horizon Therapeutics Ireland DAC (incorporated
d
bby reference to Exhibit 10.78 to Horizon Therapeutics Public Limited Company’s Annual Report on Form 10-
K, filed on February 26, 2020).
Amendment No. 2 to API Supply Agreement, effective as of January 17, 2018, by and between Cambrex
Profarmaco Milano and Horizon Therapeutics Ireland DAC (incorporated by reference to Exhibit 10.79 to
Horizon Therapeutics Public Limited Company’s Annual Report on Form 10-K, filed on February 26, 2020).
143
10.61*
10.62+
10.63+
10.64*
10.65*
10.66
10.67+
10.68+
10.69+
10.70*
10.71*
10.72
21.1
23.1
24.1
31.1
31.2
Amendment to Supply Agreement, effective as of November 30, 2018, by and between NOF Corporation and
Horizon Therapeutics Ireland DAC (incorporated by reference to Exhibit 10.80 to Horizon Therapeutics Public
Limited Company’s Annual Report on Form 10-K, filed on February 26, 2020).
Horizon Therapeutics Public Limited Company 2020 Equity Incentive Plan and Form of Option Agreement,
Form of Stock Option Grant Notice, Forms of Restricted Stock Unit Agreement and Forms of Restricted Stock
Unit Grant Notice thereunder (incorporated by reference to Exhibit 10.1 to Horizon Therapeutics Public
Limited Company’s Quarterly Report on Form 10-Q, filed on August 5, 2020).
Horizon Therapeutics Public Limited Company 2020 Employee Share Purchase Plan (incorporated by
reference to Exhibit 99.2 to Horizon Therapeutics Public Limited Company’s Current Report on Form 8-
K, filed on May 1, 2020).
Amendment No. 3 to Commercial Supply Agreement, dated July 30, 2020, by and between AGC Biologics
A/S (formerly known as CMC Biologics A/S) and Horizon Therapeutics Ireland DAC (incorporated by
reference to Exhibit 10.1 to Horizon Therapeutics Public Limited Company’s Quarterly Report on Form 10-Q,
filed on November 2, 2020).
Development and Manufacturing Services Agreement, dated June 10, 2015, by and between AGC Biologics
A/S (formerly known as CMC Biologics A/S) and Horizon Therapeutics Ireland DAC (as successor in interest
to River Vision Development Corp) (incorporated by reference to Exhibit 10.2 to Horizon Therapeutics Public
Limited Company’s Quarterly Report on Form 10-Q, filed on November 2, 2020).
Incremental Amendment and Lender Joinder Agreement, dated August 17, 2020, by and among JP Morgan
Chase Bank, N.A., as an incremental revolving lender and as an issuing bank, Horizon Therapeutics USA, Inc.
and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Horizon Therapeutics
Public Limited Company’s Quarterly Report on Form 10-Q, filed on November 2, 2020).
Executive Employment Agreement, effective as of August 3, 2020, by and among Horizon Therapeutics Public
Limited Company, Horizon Therapeutics USA, Inc. and Daniel A. Camardo.
Executive Employment Agreement, effective as of October 30, 2020, by and among Horizon Therapeutics
Public Limited Company, Horizon Therapeutics USA, Inc. and Karin Rosén, M.D., Ph.D.
Amended and Restated Executive Employment Agreement, effective as of July 27, 2010, as amended, by and
between Horizon Therapeutics USA, Inc. and Jeffrey W. Sherman, M.D.
Second Amendment to Supply Agreement, effective as of January 22, 2021, by and between NOF Corporation
and Horizon Therapeutics Ireland DAC.
Amended and Restated Debt Commitment Letter, dated February 11, 2021, by and among Horizon
Therapeutics USA, Inc., Morgan Stanley Senior Funding, Inc., Citigroup Global Markets, Inc. and JPMorgan
Chase Bank, N.A. (incorporated by reference to Exhibit (b)(2) to the Tender Offer Statement on Schedule TO-
T filed by Horizon Therapeutics Public Limited Company on February 12, 2021).
Assignment and Amendment of Development and Manufacturing Services Agreement, dated February 14,
2018, by and between AGC Biologics A/S (formerly known as CMC Biologics A/S) and Horizon Therapeutics
Ireland DAC (as successor in interest to River Vision Development Corp).
Subsidiaries of Horizon Therapeutics Public Limited Company.
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
Power of Attorney. Reference is made to the signature page hereto.
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act.
144
32.1
32.2
Certification of Principal Executive Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and
18 U.S.C. Section 1350.
Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b) of the Exchange Act and
18 U.S.C. Section 1350.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
#
+
*
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.
Indicates management contract or compensatory plan.
Certain portions of this exhibit (indicated by “[***]”) have been omitted as the Registrant has determined (i) the
omitted information is not material and (ii) the omitted information would likely cause harm to the Registrant if
publicly disclosed.
**
Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been
filed separately with the Securities and Exchange Commission.
Item 16. Form 10-K Summary
None.
145
HORIZON THERAPEUTICS PLC
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Page
F-1
F-4
F-5
F-6
F-7
F-9
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Horizon Therapeutics plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Horizon Therapeutics plc and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income (loss), of
shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2020, including the
related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the
“consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
k
t
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for
leases in 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility
is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-1
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Accrued Medicaid Rebates
As described in Notes 2 and 10 to the consolidated financial statements, the Company has accrued government rebates and
chargebacks of $172.9 million as of December 31, 2020. A significant portion of these accruals relates to the Company’s
Medicaid rebates. Management calculates the Medicaid rebate allowance using the expected value method. Management
accrues estimated rebates based on estimated percentages of medicine prescribed to qualified patients, estimated rebate
percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and
records the rebates as a reduction of revenue.
The principal considerations for our determination that performing procedures relating to accrued Medicaid rebates is a
critical audit matter are (i) the significant judgment by management when determining the allowance, and (ii) the high degree
of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence related to management's
estimate and significant assumptions related to estimated percentages of medicine prescribed to qualified patients, estimated
rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients.
F-2
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
accrued Medicaid rebates, including controls over the assumptions used to estimate the allowance. These procedures also
included, among others, (i) developing an independent estimate of the accrued Medicaid rebates by utilizing third-party
prescription data, the terms of the specific rebate programs, and the historical trend of actual rebate claims paid, (ii)
comparing the independent estimate to management’s estimate to evaluate the reasonableness of the estimate, (iii) testing
rebate claims processed by the Company, including evaluating those claims for consistency with the terms of the specific
rebate programs, (iv) testing the completeness, accuracy and relevance of underlying data used by management, and (v)
evaluating the significant assumptions used by management related to estimated percentages of medicine prescribed to
qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be
prescribed to qualified patients. Evaluating management’s assumptions involved evaluating whether the assumptions were
reasonable considering (i) the consistency of the assumptions with historical trends, (ii) comparing assumptions and inputs to
government prices, invoices, current payment trends, and other third-party data on a test basis where relevant, (iii) whether
relevant company and industry specific considerations have been incorporated into the assumptions, and (iv) whether these
assumptions were consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 24, 2021
We have served as the Company’s auditor since 2009.
F-3
HORIZON THERAPEUTICS PLC
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Developed technology and other intangible assets, net
Goodwill
Deferred tax assets, net
Other assets
Total assets
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
Accrued expenses
Accrued trade discounts and rebates
Total current liabilities
LONG-TERM LIABILITIES:
Exchangeable Senior Notes, net
Long-term debt, net
Deferred tax liabilities, net
Other long-term liabilities
Total long-term liabilities
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Ordinary shares, $0.0001 nominal value; 600,000,000 shares authorized at December
31, 2020 and December 31, 2019; 221,721,674 and 188,402,040 shares issued at
December 31, 2020 and December 31, 2019, respectively; and 221,337,308 and
188,017,674 shares outstanding at December 31, 2020 and December 31, 2019,
respectively
Treasury stock, 384,366 ordinary shares at December 31, 2020 and December 31, 2019
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total shareholders’ equity
Total liabilities and shareholders' equity
As of
December 31,
2020
As of
December 31,
2019
$
$
$
2,079,906
3,573
659,701
75,283
251,945
3,070,408
189,037
1,782,962
413,669
560,841
55,699
6,072,616
37,710
485,567
352,463
875,740
—
1,003,379
66,474
101,672
1,171,525
1,076,287
3,752
408,685
53,802
143,577
1,686,103
30,159
1,702,628
413,669
555,165
48,310
4,436,034
21,514
235,234
466,421
723,169
351,533
1,001,308
94,247
80,328
1,527,416
22
(4,585)
4,245,945
(145)
(215,886)
4,025,351
6,072,616
$
19
(4,585)
2,797,602
(1,905)
(605,682)
2,185,449
4,436,034
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-4
HORIZON THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands, except share and per share data)
NNet sales
Cost of goods sold
Gross profit
OPERATING EXPENSES:
Research and development
Selling, general and administrative
(Gain) loss on sale of assets
Impairment of long-lived assets
Total operating expenses
Operating income
OTHER EXPENSE, NET:
Interest expense, net
Loss on debt extinguishment
Foreign exchange (loss) gain
Other income (expense), net
Total other expense, net
Income (loss) before expense (benefit) for income taxes
Expense (benefit) for income taxes
Net income (loss)
NNet income (loss) per ordinary share—basic
Weighted average ordinary shares outstanding—basic
NNet income (loss) per ordinary share—diluted
Weighted average ordinary shares outstanding—diluted
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Foreign currency translation adjustments
Pension remeasurements
Other comprehensive income (loss)
Comprehensive income (loss)
$
$
$
$
$
$
209,364
973,227
(4,883)
—
1,177,708
490,026
(59,616)
(31,856)
(297)
3,388
(88,381)
401,645
11,849
389,796
1.91
203,967,246
1.81
215,308,768
1,760
—
1,760
391,556
For the Years Ended December 31,
2019
1,300,029
362,175
937,854
2020
2,200,429
532,695
1,667,734
$
$
2018
1,207,570
391,301
816,269
82,762
692,485
(42,985)
46,096
778,358
37,911
103,169
697,111
10,963
—
811,243
126,611
(87,089)
(58,835)
33
(944)
(146,835)
(20,224)
(593,244)
573,020
3.13
182,930,109
2.90
205,224,221
(121,692)
—
(192)
841
(121,043)
(83,132)
(44,752)
(38,380)
(0.23)
166,155,405
(0.23)
166,155,405
$
$
$
(382) $
—
(382)
572,638
$
(826)
286
(540)
(38,920)
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
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-
F
HORIZON THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended December 31,
2019
2020
2018
CASH FLOWS FROM OPERATING ACTIVITIES:
NNet income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
$
389,796
$
573,020
$
(38,380)
Depreciation and amortization expense
Equity-settled share-based compensation
Acquired in-process research and development expense
Loss on debt extinguishment
Amortization of debt discount and deferred financing costs
(Gain) loss on sale of assets
Deferred income taxes
Impairment of long-lived assets
Foreign exchange and other adjustments
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Accrued trade discounts and rebates
Accrued expenses
Deferred revenues
Other non-current assets and liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions
Purchases of property and equipment
Payment related to license agreement
Payments for long-term investments, net
Change in escrow deposit for property purchase
Proceeds from sale of assets
Net cash (used in) provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
NNet proceeds from the issuance of ordinary shares
NNet proceeds from the issuance of senior notes
Repayment of senior notes
NNet proceeds from term loans
Repayment of term loans
Contingent consideration proceeds from divestiture
Proceeds from the issuance of ordinary shares in conjunction with ESPP program
Proceeds from the issuance of ordinary shares in connection with stock option exercises
Payment of employee withholding taxes relating to share-based awards
Net cash provided by (used in) financing activities
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of the year
Cash, cash equivalents and restricted cash, end of the year
$
279,451
146,627
77,517
31,856
12,640
(4,883)
(33,453)
—
1,812
(251,173)
(21,451)
(114,788)
16,015
(113,991)
114,621
—
25,092
555,688
(262,305)
(169,852)
(30,000)
(13,314)
6,000
5,400
(464,071)
919,786
—
(1,739)
—
—
—
16,168
36,869
(66,505)
904,579
7,244
1,003,440
1,080,039
2,083,479
$
237,157
91,215
—
58,835
22,602
10,963
(565,537)
—
574
56,166
(3,268)
(72,763)
(8,723)
8,591
19,788
(4,901)
2,613
426,332
—
(17,857)
—
—
(6,000)
6,000
(17,857)
326,793
590,057
(814,420)
935,404
(1,336,207)
3,297
11,317
24,882
(31,569)
(290,446)
(107)
117,922
962,117
1,080,039
$
249,759
114,860
—
—
22,751
(42,985)
(64,491)
46,096
332
(59,697)
10,280
(25,313)
(4,593)
(44,028)
40,787
(395)
(10,440)
194,543
—
(4,771)
(12,000)
—
—
44,424
27,653
—
—
—
818,026
(845,749)
—
8,610
16,972
(14,455)
(16,596)
(1,380)
204,220
757,897
962,117
F-7
HORIZON THERAPEUTICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(In thousands)
For the Years Ended December 31,
2019
2020
2018
Supplemental cash flow information:
Cash paid for interest
Cash paid for income taxes, net of refunds received
Cash paid for amounts included in the measurement of lease liabilities
Supplemental non-cash flow information:
Principal amount of Exchangeable Senior Notes converted into ordinary shares
Milestone payments for TEPEZZA intangible asset included in accrued expenses
Purchases of property and equipment included in accounts payable and accrued expenses
Lease liabilities arising from obtaining right-of-use assets
$
$
$
$
51,863
15,115
7,840
398,261
123,442
13,430
—
$
78,044
9,925
6,484
112,468
53,058
—
— $
—
117
11,444
—
—
1,101
—
The accompanying notes are an integral part of these consolidated financial statements.
F-8
HORIZON THERAPEUTICS PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2020, 2019 and 2018
NOTE 1 – BASIS OF PRESENTATION AND BUSINESS OVERVIEW
Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and
“our” refer to Horizon Therapeutics plc and its consolidated subsidiaries.
During the year ended December 31, 2020, the Company recorded out of period adjustments that decreased income tax
benefit by $3.2 million and increased share-based compensation expense by $1.9 million to correct for expenses that should
have been recorded in the year ended December 31, 2019. In addition, the Company recorded an out of period adjustment
during the year ended December 31, 2020, that increased employee benefit plan expense by $2.3 million to correct for
expenses that should have been recorded in the years ended 2017, 2018 and 2019. The Company evaluated the materiality of
the adjustments to prior-period financial statements and the current period, and concluded the effect of the adjustments were
immaterial to both the current and prior-period financial statements.
Business Overview
Horizon is focused on researching, developing and commercializing medicines that address critical needs for people
impacted by rare and rheumatic diseases. The Company’s pipeline is purposeful: it applies scientific expertise and courage to
bring clinically meaningful therapies to patients. Horizon believes science and compassion must work together to transform
lives. The Company has two reportable segments, the orphan segment and the inflammation segment, and its portfolio is
currently composed of eleven medicines in the areas of rare diseases, gout, ophthalmology and inflammation.
Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility
for and reporting of RAYOS® to the inflammation segment and (ii) renamed the orphan and rheumatology segment the
orphan segment. In addition, reporting of historical LODOTRA® net sales is included in the inflammation segment. Net
sales generated by TEPEZZA®, which was approved by the U.S. Food and Drug Administration (“FDA”) on January 21,
2020, are reported as part of the renamed orphan segment.
As of December 31, 2020, the Company’s medicine portfolio consisted of the following:
Orphan
TEPEZZA (teprotumumab-trbw), for intravenous infusion
KRYSTEXXA® (pegloticase injection), for intravenous infusion
RAVICTI® (glycerol phenylbutyrate) oral liquid
PROCYSBI® (cysteamine bitartrate) delayed-release capsules and granules, for oral use
ACTIMMUNE® (interferon gamma-1b) injection, for subcutaneous use
BUPHENYL® (sodium phenylbutyrate) tablets and powder, for oral use
QUINSAIR™ (levofloxacin) solution for inhalation
IInflammation
PENNSAID® (diclofenac sodium topical solution) 2% w/w (“PENNSAID 2%”), for topical use
DUEXIS® (ibuprofen/famotidine) tablets, for oral use
RAYOS (prednisone) delayed-release tablets, for oral use
VIMOVO® (naproxen/esomeprazole magnesium) delayed-release tablets, for oral use
F-9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with the accounting principles
generally accepted in the United States of America (“GAAP”).
Principles of Consolidation
The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All
intercompany accounts and transactions have been eliminated.
Segment Information
The Company’s reportable segments, which are the orphan segment and the inflammation segment, are reported in a
manner consistent with the internal reporting provided to the Company’s chief operating decision maker (“CODM”). The
Company’s CODM has been identified as its chief executive officer. The Company has no transactions between reportable
segments.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires
management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions
The reporting currency of the Company and its subsidiaries is the U.S. dollar.
The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the
majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their
functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars
based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates
prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of
the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and
liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated
other comprehensive loss.
Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations.
F-10
Revenue Recognition
On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from
Contracts with Customers, and subsequent amendments (ASC 606 or new guidance), using the modified retrospective
method. The Company applied the new guidance to all contracts with customers within the scope of the standard that were in
effect on January 1, 2018 and recognized the cumulative effect of initially applying the new guidance as an adjustment to the
opening balance of retained earnings. Comparative information for prior periods has not been restated and continues to be
reported under the accounting standards in effect for those periods. In the United States, the Company sells its medicines
primarily to wholesale distributors and specialty pharmacy providers. In other countries, the Company sells its medicines
primarily to wholesale distributors and other third-party distribution partners. These customers subsequently resell the
Company’s medicines to health care providers and patients. In addition, the Company enters into arrangements with health
care providers and payers that provide for government-mandated or privately negotiated discounts and allowances related to
the Company’s medicines. Revenue is recognized when performance obligations under the terms of a contract with a
customer are satisfied. The majority of the Company's contracts have a single performance obligation to transfer
medicines. Accordingly, revenues from medicine sales are recognized when the customer obtains control of the Company’s
medicines, which occurs at a point in time, typically upon delivery to the customer. Revenue is measured as the amount of
consideration the Company expects to receive in exchange for transferring medicines and is generally based upon a list or
fixed price less allowances for medicine returns, rebates and discounts. The Company sells its medicines to wholesale
pharmaceutical distributors and pharmacies under agreements with payment terms typically less than 90 days. The
Company’s process for estimating reserves established for these variable consideration components does not differ materially
from the Company’s historical practices.
Medicine Sales Discounts and Allowances
The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns,
rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale
pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some
of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these
allowances in the future. The Company’s adjustments to gross sales are discussed further below.
Commercial Rebates
The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a
rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial
rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices,
estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the
distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued
trade discounts and rebates” on the consolidated balance sheet.
Distribution Service Fees
The Company includes distribution service fees paid to its wholesalers for distribution and inventory management
services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely
amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a
percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the
consolidated balance sheet.
F-11
Co-pay and Other Patient Assistance Programs
The Company offers discount card and other programs such as its HorizonCares program to patients under which the
patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a
managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for
this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient
assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated
co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The
Company calculates accrued co-pay and other patient assistance costs using the expected value method. The estimate is
based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance
paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued
co-pay and other patient assistance costs are included in “accrued trade discounts and rebates” on the consolidated balance
sheet.
Sales Returns
Consistent with industry practice, the Company maintains a return policy that allows customers to return certain
medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be
returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right
of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to thet
patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s
policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the
expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with
actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The
Company records sales returns in “accrued expenses” and as a reduction of revenue.
Prompt Pay Discounts
As an incentive for prompt payment, the Company offers a 2% cash discount to most customers. The Company
calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible
customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance
against “accounts receivable, net” and a reduction of revenue.
Government Rebates
The Company participates in certain government rebate programs such as Medicare Coverage Gap and Medicaid. The
Company calculates accrued government rebate estimates using the expected value method. A significant portion of these
accruals relates to the Company’s Medicaid rebates. The Company accrues estimated rebates based on estimated percentages
of medicine prescribed to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution
channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government
rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet.
Chargebacks
The Company provides discounts to government qualified entities with whom the Company has contracted. These
entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale
pharmaceutical distributors then charge back to the Company the difference between the current retail price and the
contracted price that the entities paid for the medicines. The Company calculates accrued chargeback estimates using the
expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data
obtained from third-party information and estimated levels of inventory in the distribution channel and records the
chargeback as a reduction of revenue. Accrued chargebacks are included in “accrued trade discounts and rebates” on the
consolidated balance sheet.
Bad Debt Expense
The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors
its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit
risk and the realizability of its accounts receivable, and records a bad debt reserve when applicable.
F-12
Inventories
Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. Inventories
consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply
agreements for the manufacture or purchase of raw materials and production supplies. The Company’s inventories include
the direct purchase cost of materials and supplies and manufacturing overhead costs. The Company reviews its inventory
balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold”
when applicable.
Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the
write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the
acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the
consolidated statement of comprehensive income (loss) based on actual sales, or usage, using the first-in, first-out
convention.
Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a
component of “selling, general and administrative” expense when shipped to sales representatives.
Pre-launch Inventories
The Company capitalizes inventory costs associated with its medicine candidates prior to regulatory approval when,
based on management judgment, future commercialization is considered probable and future economic benefit is expected to
be realized. A number of factors are taken into consideration by management, including the current status of the regulatory
approval process and any potential impediments to the approval process such as safety or efficacy. If future
commercialization and future economic benefit is no longer considered probable, the capitalized pre-launch inventory would
be expensed.
Cost of Goods Sold
The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of
goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party
manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods
sold also includes amortization of intellectual property as described in the intangible assets accounting policy below,
inventory step-up expense, drug substance harmonization costs, share-based compensation, charges relating to
discontinuation of clinical trials, royalty payments to third parties and loss on inventory purchase commitments.
Pre-clinical Studies and Clinical Trial Accruals
The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research
organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these
contract research organizations and vendors. Payments depend on factors such as the milestones accomplished, successful
enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period
over which services will be performed and the level of effort to be expended in each period. If the actual timing of the
performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly.
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of
ordinary shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the potential dilution beyond
shares for basic EPS that could occur if securities or other contracts to issue ordinary shares were exercised, converted into
ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings.
Cash and Cash Equivalents
The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or
less from date of purchase to be cash equivalents. Cash and cash equivalents primarily consist of cash balances and money
market funds. The Company generally invests excess cash in money market funds and other financial instruments with short-
term durations, based upon operating requirements.
F-13
Restricted Cash
Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the
Company’s sponsored employee business credit card program and collateral for a letter of credit.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash,
accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities.
Equity Method Investments
Investments in companies over which we have significant influence but not a controlling interest are accounted for
using the equity method, with the share of earnings or losses reported in Other income (expense), net. During the year ended
December 31, 2020, the Company recorded investment income of $0.6 million in the Company’s consolidated statement of
comprehensive income (loss).
Concentration of Credit Risk and Other Risks and Uncertainties
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash
equivalents and investments. The Company’s investment policy permits investments in U.S. federal government and federal
agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual
funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings,
maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the
financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance
sheet.
The purchase cost of TEPEZZA drug substance and ACTIMMUNE inventory are principally denominated in Euros
and are subject to foreign currency risk. In addition, the Company is obligated to pay certain milestones and a royalty on
sales of TEPEZZA to F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as “Roche”) in Swiss
Francs, which obligations are subject to foreign currency risk. The Company has contracts relating to RAVICTI, QUINSAIR
and PROCYSBI for sales in Canada which are subject to foreign currency risk. The Company also incurs certain operating
expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the
Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in
the Euro, the Swiss Franc and the Canadian dollar.
Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of
customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies,
hospitals and other customers. As of December 31, 2020 and 2019, the Company’s top four customers accounted for
approximately 93% and 84%, respectively, of the Company’s total outstanding accounts receivable balances.
The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates
and their active pharmaceutical ingredients.
Business Combinations
The Company accounts for business combinations in accordance with the guidance in Accounting Standards
Codification Topic 805, Business Combinations (“ASC 805”) under which acquired assets and liabilities are measured at
their respective estimated fair values as of the acquisition date. The Company may be required, as in the case of intangible
assets, to determine the fair value associated with these amounts by estimating the fair value using an income approach under
the discounted cash flow method, which may include revenue projections and other assumptions made by the Company to
determine the fair value.
F-14
Provision for Income Taxes
The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities
represent the future tax consequences of the differences between the financial statement carrying amounts of assets and
liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible
temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable
temporary differences. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion or all of the deferred tax assets will not be realized. Significant judgment is required
in determining whether it is probable that sufficient future taxable income will be available against which a deferred tax asset
can be utilized. In determining future taxable income, the Company is required to make assumptions including the amount of
taxable income in the various jurisdictions in which the Company operates. These assumptions require significant judgment
about forecasts of future taxable income. Actual operating results in future years could render our current assumption of
recoverability of deferred tax assets inaccurate. The impact of tax rate changes on deferred tax assets and liabilities is
recognized in the period that the change is enacted. From time to time, the Company executes intercompany transactions in
response to changes in operations, regulations, tax laws, funding needs and other circumstances. These transactions require
the interpretation and application of tax laws in the applicable jurisdiction to support the tax treatment taken. The valuations
which support the tax treatment of the transactions require significant estimates and assumptions within discounted cash flow
models. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the
recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been
taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by each
tax-paying entity within each jurisdiction on the Company’s consolidated balance sheets.
Property and Equipment
Land is stated at cost. Property and equipment, other than land, are stated at cost less accumulated depreciation.
Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial
reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the
cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss
is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are
capitalized.
Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life
of the assets, whichever is shorter.
Depreciation and amortization periods for the Company’s property and equipment are as follows:
Buildings
Land improvements
Machinery and equipment
Furniture and fixtures
Computer equipment
Software
Trade show equipment
40 years
10 years
5 to 7 years
3 to 5 years
3 years
3 years
3 years
The Company capitalizes software development costs associated with internal use software, including external direct
costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the
preliminary project stage, as well as costs for maintenance and training, are expensed as incurred.
Software includes internal-use software acquired and modified to meet the Company’s internal requirements.
Amortization commences when the software is ready for its intended use.
F-15
Intangible Assets
Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible
assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their
fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these
assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The
estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are
between five and thirteen years.
Goodwill
Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the
identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit
level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if
any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any
recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of
impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less
than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less
than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it
will record an impairment charge in its consolidated statement of comprehensive income (loss).
Research and Development Expenses
Research and development expenses include, but are not limited to, payroll and other personnel expenses, consultant
expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials, expenses
incurred to manufacture clinical trial materials and acquired in-process research and development (“IPR&D”) assets.
Research and development expenses were $209.4 million, $103.2 million and $82.8 million for the years ended December
31, 2020, 2019 and 2018, respectively.
Advertising Expenses
We expense the costs of advertising as incurred. Advertising expenses were $114.4 million, $35.8 million and $21.6
million for the years ended December 31, 2020, 2019 and 2018, respectively.
Deferred Financing Costs
Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net” and “Exchangeable
Senior Notes, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest
expense using the effective interest method over the terms of the related debt agreements. These costs include document
preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees.
Comprehensive Income (Loss)
Comprehensive income (loss) is composed of net income (loss) and other comprehensive income (loss) (“OCI”). OCI
includes certain changes in shareholders’ equity that are excluded from net income (loss), which consist of foreign currency
translation adjustments and pension remeasurements. The Company reports the effect of significant reclassifications out of
accumulated OCI on the respective line items in net income (loss) if the amount being reclassified is required under GAAP to
be reclassified in its entirety to net income (loss). For other amounts that are not required under GAAP to be reclassified in
their entirety to net income (loss) in the same reporting period, the Company cross-references other disclosures required
under GAAP that provide additional detail about those amounts.
Share-Based Compensation
The Company accounts for employee share-based compensation by measuring and recognizing compensation expense
for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to
allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting
period. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU No.
2016-09”) on January 1, 2017 and has elected to retain a forfeiture rate after adoption.
g
F-16
Royalties
The Company records royalty expense based on each periods’ net sales as part of cost of goods sold.
Leases
On January 1, 2019, the Company adopted ASU 2016-02, Leases. Under ASU No. 2016-02, an entity is required to
recognize right-of-use lease assets and lease liabilities on its balance sheet and disclose key information about leasing
arrangements. The Company adopted this standard on January 1, 2019, using a modified retrospective approach at the
adoption date through a cumulative-effect adjustment to retained earnings. The Company applied the new guidance to all
operating leases within the scope of the standard that were in effect on January 1, 2019, or entered into after, the adoption
date. Comparative information for prior periods has not been restated and continues to be reported under the accounting
standards in effect for those periods. The adoption did not have a material impact on the Company’s consolidated statement
of comprehensive income (loss). However, the new standard established $38.0 million of liabilities and corresponding right-
of-use assets of $36.0 million on the Company’s consolidated balance sheet for leases, primarily related to operating leases
on rented office properties, that existed as of the January 1, 2019, adoption date.
The Company’s leases primarily relate to operating leases of rented office properties. For contracts entered into on or
after January 1, 2019, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. The
Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the
Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3)
whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the
consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments.
For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value
of lease payments over the term. The right-of-use lease asset represents the right to use the leased asset for the lease term.
The lease liability represents the present value of the lease payments under the lease.
The right-of-use lease asset is initially measured at cost, which primarily comprises the initial amount of the lease
liability, plus any initial direct costs incurred. All right-of-use lease assets are reviewed for impairment. The lease liability is
initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that
rate cannot be readily determined, the Company’s secured incremental borrowing rate for the same term as the underlying
lease.
The Company identified and assessed the following significant assumptions in recognizing the right-of-use lease assets
and corresponding liabilities.
Expected lease term – The expected lease term includes both contractual lease periods and, when applicable, cancelable
option periods. When determining the lease term, the Company includes options to extend or terminate the lease when it is
reasonably certain that the Company will exercise that option.
Incremental borrowing rate – As the Company’s leases do not provide an implicit rate, the Company obtained the
incremental borrowing rate (“IBR”) based on the remaining term of each lease. The IBR is the rate of interest that a lessee
would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar
economic environment.
The Company has elected not to recognize right-of-use lease assets and lease liabilities for short-term leases that have a
term of 12 months or less.
The Company reports right-of-use lease assets within non-current “Other assets” in its consolidated balance sheet. The
Company reports the current portion of lease liabilities within “Accrued expenses” and long-term lease liabilities within
“Other long-term liabilities” in its consolidated balance sheet.
Contingencies
From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course
of business. The Company records accruals for loss contingencies to the extent that it concludes that it is probable that a
liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses
related to litigation are expensed as incurred and included in “selling, general and administrative” expenses.
F-17
Recent Accounting Pronouncements
From time to time, the Company adopts new accounting pronouncements issued by the Financial Accounting Standards
Board (“FASB”) or other standard-setting bodies.
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses
(Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of
expected credit losses on certain financial instruments and became effective for the Company as of January 1, 2020. The
adoption of ASU 2016-13 did not have a material impact on the Company’s consolidated financial statements and related
disclosures.
In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740):
Simplification and reduce the cost of accounting for income taxes (“ASU 2019-12”), which is effective for the Company as
of January 1, 2021. The Company does not expect the adoption of ASU 2019-12 to have a material impact on the
Company’s consolidated financial statements and related disclosures.
Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards
Codification (“ASC”)), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission
(“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and
related disclosures
F-18
NOTE 3 – NET INCOME (LOSS) PER SHARE
The following table presents basic and diluted net income (loss) per share for the years ended December 31, 2020, 2019
and 2018 (in thousands, except share and per share data):
Basic net income (loss) per share calculation:
NNumerator - net income (loss)
Denominator - weighted average of ordinary shares outstanding
Basic net income (loss) per share
Diluted net income (loss) per share calculation:
NNet income (loss)
Effect of assumed conversion of Exchangeable Senior Notes, net of tax
NNumerator - net income (loss)
Denominator - weighted average of ordinary shares outstanding
Diluted net income (loss) per share
For the Years Ended December 31,
2019
2020
2018
$
$
389,796
203,967,246
1.91
$
$
573,020
182,930,109
3.13
$
$
(38,380)
166,155,405
(0.23)
For the Years Ended December 31,
2019
2020
2018
$
$
$
389,796
—
389,796
215,308,768
1.81
$
$
$
573,020
22,440
595,460
205,224,221
2.90
$
$
$
(38,380)
—
(38,380)
166,155,405
(0.23)
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of
ordinary shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could
occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the
issuance of ordinary shares that would have shared in the Company’s earnings.
The outstanding securities listed in the table below were excluded from the computation of diluted net income (loss)
per ordinary share for the years ended December 31, 2020, 2019 and 2018 due to being anti-dilutive:
Stock options
Restricted stock units
Performance stock units
Employee stock purchase plan shares
Exchangeable Senior Notes
For the Years Ended December 31,
2019
233,260
1,840
586,868
2,207
—
824,175
2020
44,670
2,398,710
790,949
18,618
6,862,376
10,115,323
2018
6,406,914
2,299,254
1,248,632
265,886
—
10,220,686
During the year ended December 31, 2018, the potentially dilutive impact of the Company’s 2.50% Exchangeable
Senior Notes due 2022 (the “Exchangeable Senior Notes”) was determined using a method similar to the treasury stock
method. Under this method, no numerator or denominator adjustments arose from the principal and interest components of
the Exchangeable Senior Notes because the Company had the intent, at that time, and ability to settle the Exchangeable
Senior Notes’ principal and interest in cash. Instead, the Company was required to increase the diluted net income (loss) per
share denominator by the variable number of shares that would be issued upon conversion if it settled the conversion spread
obligation with shares. For diluted net income (loss) per share purposes, the conversion spread obligation was calculated
based on whether the average market price of the Company’s ordinary shares over the reporting period was in excess of the
exchange price of the Exchangeable Senior Notes. There was no calculated spread added to the denominator for the year
ended December 31, 2018. Beginning in the fourth quarter of 2019, with the ordinary share price significantly above the
$28.66 exchange price, the Company decided that it no longer had the intent to settle the notes for cash and, as a result, began
to prospectively apply the if-converted method to the Exchangeable Senior Notes when determining the diluted net income
(loss) per share. By August 3, 2020, the Exchangeable Senior Notes were fully extinguished through exchanges for ordinary
shares or cash redemption. Refer to Note 13 for further detail.
F-19
NOTE 4 –ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS
Acquisition of Curzion Pharmaceuticals, Inc.
On April 1, 2020, the Company acquired Curzion Pharmaceuticals, Inc. (“Curzion”), a privately held development-
stage biopharma company, and its development-stage oral selective lysophosphatidic acid 1 receptor (LPAR1) antagonist,
CZN001 (renamed HZN-825).
Under the terms of the acquisition agreement, the Company acquired Curzion for a $45.0 million upfront payment with
additional payments contingent on the achievement of development and regulatory milestones. Pursuant to ASC 805 (as
amended by ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU No.
2017-01”)), the Company accounted for the Curzion acquisition as the purchase of an in-process research and development
asset and, pursuant to ASC Topic 730, Research and Development (“ASC 730”), recorded the purchase price as research and
development expense during the year ended December 31, 2020. HZN-825 was originally discovered and developed by
Sanofi-Aventis U.S. LLC (“Sanofi-Aventis U.S.”), which is eligible to receive contingent payments upon the achievement of
development and commercialization milestones and royalties based on revenue thresholds. A member of the Company’s
board of directors was also a member of the board of directors of, and held a beneficial interest in, Curzion. This related
party transaction was conducted in the normal course of business on an arm’s length basis.
Refer to Note 15 for further detail on HZN-825 milestone payments.
Sale of MIGERGOT rights
On June 28, 2019, the Company sold its rights to MIGERGOT to Cosette Pharmaceuticals, Inc., for $6.0 million and
total potential contingent consideration payments of $4.0 million (the “MIGERGOT transaction”).
Pursuant to ASU No. 2017-01, the Company accounted for the MIGERGOT transaction as a sale of assets, specifically
a sale of intellectual property rights, and a sale of inventory.
The loss on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended
December 31, 2019, was determined as follows (in thousands):
Cash proceeds
Less net assets sold:
Developed technology
Inventory
Release of contingent consideration liability
Loss on sale of assets
$
$
6,000
(16,999)
(236)
272
(10,963)
Sale of RAVICTI and AMMONAPS/BUPHENYL Rights outside of North America
On December 28, 2018, the Company sold its rights to RAVICTI and AMMONAPS (known as BUPHENYL in the
United States and Japan) outside of North America and Japan to Medical Need Europe AB, part of the Immedica Group, for
$35.0 million (“Immedica”). The Company previously distributed RAVICTI and AMMONAPS through a commercial
partner in Europe and other non-U.S. markets.
Pursuant to ASU No. 2017-01, the Company accounted for the Immedica transaction in December 2018 as a sale of
assets, specifically a sale of intellectual property rights.
F-20
The gain on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended
December 31, 2018, was determined as follows (in thousands):
Cash proceeds
Less net assets sold:
Developed technology
Transaction costs
Gain on sale of assets
$
$
35,000
(4,146)
(197)
30,657
On October 27, 2020, the Company sold its rights to develop and commercialize RAVICTI and BUPHENYL in Japan
to Immedica for $5.4 million and recorded a gain of $4.9 million on the sale. The Company has retained the rights to
RAVICTI and BUPHENYL in North America.
Acquisition and Subsequent Sale of Additional Rights to Interferon Gamma-1b
On June 30, 2017, the Company completed its acquisition of certain rights to interferon gamma-1b from Boehringer
Ingelheim International GmbH (“Boehringer Ingelheim International”) in all territories outside of the United States, Canada
and Japan and in connection therewith, paid Boehringer Ingelheim International €19.5 million ($22.3 million when converted
using a Euro-to-Dollar exchange rate at date of payment of 1.1406). Boehringer Ingelheim International commercialized
interferon gamma-1b as IMUKIN® in an estimated thirty countries, primarily in Europe and the Middle East. Upon closing,
during the year ended December 31, 2017, the Company accounted for the payment as the acquisition of an asset which was
immediately impaired as projections for future net sales of IMUKIN in these territories did not exceed the related costs, and
included the payment in the “impairment of long-lived assets” line item in its consolidated statement of comprehensive
income (loss).
On July 24, 2018, the Company sold its rights to interferon gamma-1b in all territories outside the United States,
Canada and Japan to Clinigen Group plc (“Clinigen”) for an upfront payment of €7.5 million ($8.8 million when converted
using a Euro-to-Dollar exchange rate at date of payment of 1.1683) and a potential additional contingent consideration
payment of €3.0 million ($3.5 million when converted using a Euro-to-Dollar exchange rate of 1.1673) (the “IMUKIN
sale”). The contingent consideration payment of €3.0 million ($3.3 million when converted using a Euro-to-Dollar exchange
rate at the date of receipt of 1.0991) was received in September 2019. The Company continues to market interferon gamma-
1b as ACTIMMUNE in the United States.
Pursuant to ASU No. 2017-01, the Company accounted for the IMUKIN sale as a sale of assets, specifically a sale of
intellectual property rights and a sale of inventory.
The gain on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended
December 31, 2018, was determined as follows (in thousands):
Cash proceeds including $715 for inventory
Contingent consideration receivable
Less net assets sold:
Inventory
Transaction costs
Gain on sale of assets
$
$
9,477
3,502
(623)
(28)
12,328
F-21
Acquisition of River Vision
On May 8, 2017, the Company acquired 100% of the equity interests in River Vision Development Corp. (“River
Vision”) for upfront cash payments totaling approximately $150.3 million, including cash acquired of $6.3 million, with
additional potential future milestone and royalty payments contingent on the satisfaction of certain regulatory milestones and
sales thresholds. Pursuant to ASU No. 2017-01, the Company accounted for the River Vision acquisition as the purchase of
an in-process research and development asset (teprotumumab, now known as TEPEZZA) and, pursuant to ASC 730,
recorded the purchase price as research and development expense during the year ended December 31, 2017. Further, the
Company recognized approximately $32.4 million of federal net operating losses, $2.2 million of state net operating losses
and $9.5 million of federal tax credits. The acquired tax attributes were set up as deferred tax assets which were further
netted within the net deferred tax liabilities of the U.S. group, offset by a deferred credit recorded in long-term liabilities.
Under the acquisition agreement for River Vision, the Company agreed to pay up to $325.0 million upon the attainment
of various milestones, composed of $100.0 million related to FDA approval and $225.0 million related to net sales thresholds
for TEPEZZA. The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales
exceeding $300.0 million (if any). The Company made the milestone payment of $100.0 million related to FDA approval
during the first quarter of 2020 which is now capitalized as a finite-lived intangible asset representing the developed
technology for TEPEZZA.
Additionally, under the Company’s license agreement with Roche, the Company made a milestone payment of CHF5.0
million ($5.2 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382), during the first
quarter of 2020 which the Company also capitalized as a finite-lived intangible asset representing the developed technology
for TEPEZZA.
In April 2020, a subsidiary of the Company entered into an agreement with S.R. One, Limited (“S.R. One”) and an
agreement with Lundbeckfond Invest A/S (“Lundbeckfond”) pursuant to which the Company acquired all of S.R. One’s and
Lundbeckfond’s beneficial rights to proceeds from certain contingent future TEPEZZA milestone and royalty payments in
exchange for a one-time payment of $55.0 million to each of the respective parties. The total payments of $110.0 million
were capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA during the second
quarter of 2020.
During the year ended December 31, 2020, the Company recorded $120.8 million as a finite-lived intangible asset
representing the developed technology for TEPEZZA, composed of $67.0 million in relation to the expected future
attainment of various net sales milestones payable under the acquisition agreement for River Vision and CHF50.0 million
($53.8 million when converted using a CHF-to-Dollar exchange rate as of the date the intangible asset was recorded) in
relation to the expected future attainment of various net sales milestones payable to Roche. The liabilities relating to these
net sales milestones have been recorded in accrued expenses on the consolidated balance sheet as of December 31, 2020 and
the timing of the payments is dependent on when the applicable milestone thresholds are attained.
Refer to Note 15 for further detail on TEPEZZA milestone payments.
F-22
Licensing Agreement
On November 21, 2020, the Company entered into a global collaboration and license agreement with Halozyme
Therapeutics, Inc. (“Halozyme”) that gives the Company exclusive access to Halozyme’s ENHANZE® drug delivery
technology for subcutaneous (“SC”) formulation of medicines targeting IGF-1R. The Company intends to use ENHANZE to
develop a SC formulation of TEPEZZA, indicated for the treatment of thyroid eye disease, a serious, progressive and vision-
threatening rare autoimmune disease, potentially shortening drug administration time, reducing healthcare practitioner time
and offering additional flexibility and convenience for patients. Under the terms of the agreement, the Company agreed to
pay Halozyme an upfront cash payment of $30.0 million with additional potential future milestone payments of up to $160.0
million contingent on the satisfaction of certain development and sales thresholds. The $30.0 million upfront payment was
accounted for as the acquisition of an IPR&D asset and was recorded as a “research and development” expense in the
consolidated statement of comprehensive income (loss) during the year ended December 31, 2020. The upfront payment was
paid in December 2020.
Other Arrangements
On January 3, 2019, the Company entered into a collaboration agreement with HemoShear Therapeutics, LLC
(“HemoShear”), a biotechnology company, to discover novel therapeutic targets for gout. The collaboration provides the
Company with an opportunity to address unmet treatment needs for people with gout by evaluating new targets for the
control of serum uric acid levels. Under the terms of the agreement, the Company paid HemoShear an upfront cash payment
of $2.0 million with additional potential future milestone payments upon commencement of new stages of development,
contingent on the Company’s approval at each stage. In June 2019, a $4.0 million progress payment became due, which the
Company subsequently paid in July 2019. In June 2020, a $3.0 million progress payment became due, which the Company
subsequently paid in July 2020.
On January 31, 2021, the Company entered into an Agreement and Plan of Merger with Viela Bio, Inc. (“Viela”) and
the other parties signatory thereto, pursuant to which, among other things, the Company agreed to acquire all of the issued
and outstanding shares of Viela’s common stock for $53.00 per share in cash, which represents a fully diluted equity value of
approximately $3.05 billion, or approximately $2.67 billion net of Viela's cash and cash equivalents. The transaction is
expected to close by the end of the first quarter of 2021. Refer to Note 21 for further detail.
NOTE 5 – INVENTORIES
The components of inventories as of December 31, 2020 and 2019 consisted of the following (in thousands):
Raw materials
Work-in-process
Finished goods
Inventories, net
As of December 31,
2020
2019
$
$
11,760 $
33,167
30,356
75,283 $
6,750
22,465
24,587
53,802
F-23
NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets as of December 31, 2020 and 2019 consisted of the following (in thousands):
Advance payments for inventory
Deferred charge for taxes on intercompany profit
Rabbi trust assets
Prepaid income taxes and income tax receivable
Other prepaid expenses and other current assets
Prepaid expenses and other current assets
$
$
As of December 31,
2019
2020
137,680 $
52,306
18,423
102
43,434
251,945 $
31,203
46,388
12,704
12,583
40,699
143,577
Advance payments for inventory as of December 31, 2020 and 2019, primarily represented payments made to the
contract manufacturer of TEPEZZA drug substance.
NOTE 7 – PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2020 and 2019 consisted of the following (in thousands):
Buildings
Construction in process
Land
Leasehold improvements
Software
Machinery and equipment
Computer equipment
Other
Less accumulated depreciation
Property and equipment, net
As of December 31,
2020
2019
$
$
80,341 $
63,656
38,076
26,323
14,618
4,695
2,858
6,261
236,828
(47,791)
189,037 $
—
265
—
25,985
14,890
5,217
3,316
6,334
56,007
(25,848)
30,159
Depreciation expense for the years ended December 31, 2020, 2019 and 2018 was $24.3 million, $6.7 million and $6.1
million, respectively. The increase in depreciation expense for the year ended December 31, 2020, primarily relates to the
reduction in the useful lives of leasehold improvements relating to the Company’s Lake Forest office.
In February 2020, the Company purchased a three-building campus in Deerfield, Illinois for total consideration and
directly attributable transaction costs of $118.5 million. The Deerfield campus totals 70 acres and consists of approximately
650,000 square feet of office space.
Construction in process for the year ended December 31, 2020, primarily represents renovation costs of $62.7 million
associated with the Deerfield campus.
F-24
NOTE 8 – GOODWILL AND INTANGIBLE ASSETS
Goodwill
The gross carrying amount of goodwill as of December 31, 2020 and 2019 was $413.7 million.
Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility
for and reporting of RAYOS to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan
segment. This resulted in a $3.2 million increase in the Company’s allocation of goodwill to its inflammation segment and a
corresponding decrease in the goodwill allocated to the orphan segment in the first quarter of 2020. The Company allocated
goodwill to its new reporting units using a relative fair value approach. In addition, the Company completed an assessment
of any potential goodwill impairment for all reporting units immediately prior to the allocation and determined that no
impairment existed.
The table below presents goodwill for the Company’s reportable segments as of December 31, 2020 (in thousands):
Goodwill
Orphan
Inflammation
Total
$
357,498
$
56,171
$
413,669
As of December 31, 2020, there were no accumulated goodwill impairment losses.
Intangible Assets
As of December 31, 2020, the Company’s finite-lived intangible assets consisted of developed technology related to
ACTIMMUNE, BUPHENYL, KRYSTEXXA, PROCYSBI, RAVICTI, RAYOS and TEPEZZA as well as customer
relationships for ACTIMMUNE. The intangible assets related to PENNSAID 2%, and VIMOVO developed technology
were fully amortized as of December 31, 2020.
In connection with the acquisition of River Vision, the Company capitalized payments of $336.0 million related to
TEPEZZA developed technology during the year ended December 31, 2020. See Note 4 for further details on the River
Vision acquisition.
During the year ended December 31, 2020, in connection with the Immedica transaction on October 27, 2020, the
Company recorded a reduction in the net book value of developed technology related to BUPHENYL of $0.5 million. See
Note 4 for further details.
During the year ended December 31, 2019, in connection with the MIGERGOT transaction, the Company wrote off the
remaining net book value of developed technology related to MIGERGOT of $17.0 million. See Note 4 for further details.
Intangible assets as of December 31, 2020 and 2019 consisted of the following (in thousands):
As of December 31,
Cost Basis
2019
Accumulated
Amortization
$2,758,403 $(1,059,595) $ 1,698,808
3,820
$2,766,503 $(1,063,875) $ 1,702,628
Net Book
Value
(4,280)
8,100
Developed technology
Customer relationships
Total intangible assets
Cost Basis
$3,093,886
8,100
$3,101,986
Net Book
Value
2020
Accumulated
Amortization
$(1,313,934) $ 1,779,952
3,010
$(1,319,024) $ 1,782,962
(5,090)
F-25
Amortization expense for the years ended December 31, 2020, 2019 and 2018 was $255.1 million, $230.4 million and
$243.6 million, respectively. As of December 31, 2020, estimated future amortization expense was as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total
$
248,936
247,954
247,488
246,011
243,767
548,806
$ 1,782,962
NOTE 9 – ACCRUED EXPENSES
Accrued expenses as of December 31, 2020 and 2019 consisted of the following (in thousands):
Accrued milestone payments
Payroll-related expenses
Accrued royalties
Consulting and professional services
Allowances for returns
Pricing review liability
Accrued interest
Accrued other
Accrued expenses
$
$
2019
As of December 31,
2020
123,442 $
121,577
68,006
51,610
40,918
16,046
14,207
49,761
485,567 $
—
84,516
19,985
32,423
45,082
9,831
18,709
24,688
235,234
As of December 31, 2020, accrued milestone payments represented the expected attainment in 2020 of various
TEPEZZA net sales milestones payable under the acquisition agreement for River Vision and license agreement with Roche.
Refer to Note 4 for further detail.
F-26
NOTE 10 – ACCRUED TRADE DISCOUNTS AND REBATES
Accrued trade discounts and rebates as of December 31, 2020 and 2019 consisted of the following (in thousands):
Accrued government rebates and chargebacks
Accrued co-pay and other patient assistance
Accrued commercial rebates and wholesaler fees
Accrued trade discounts and rebates
Invoiced commercial rebates and wholesaler fees,
co-pay and other patient assistance, and government
rebates and chargebacks in accounts payable
Total customer-related accruals and allowances
As of December 31,
2020
172,893 $
96,924
82,646
352,463 $
2019
164,508
163,641
138,272
466,421
1,452
353,915 $
489
466,910
$
$
$
The following table summarizes changes in the Company’s customer-related accruals and allowances during the years
ended December 31, 2020 and 2019 (in thousands):
Balance at December 31, 2018
Current provisions relating to sales during the year
ended December 31, 2019
Adjustments relating to prior-year sales
Payments relating to sales during the year ended
December 31, 2019
Payments relating to prior-year sales
Balance at December 31, 2019
Current provisions relating to sales during the year
ended December 31, 2020
Adjustments relating to prior-year sales
Payments relating to sales during the year ended
December 31, 2020
Payments relating to prior-year sales
Balance at December 31, 2020
Wholesaler Fees Co-Pay and Government
and Commercial Other Patient Rebates and
Chargebacks
Assistance
Rebates
$
153,445 $
179,462 $ 128,522 $
Total
461,429
484,843
(5,296)
1,519,712
—
503,652
11,121
2,508,207
5,825
(346,082)
(148,149)
138,761 $
(1,356,071)
(179,462)
163,641 $ 164,508 $
(339,603)
(139,184)
(2,041,756)
(466,795)
466,910
$
322,144
(18,266)
880,360
(3,059)
596,808
(7,794)
1,799,312
(29,119)
(240,122)
(118,419)
(783,517)
(160,501)
(424,401)
(156,228)
$
84,098 $
96,924 $ 172,893 $
(1,448,040)
(435,148)
353,915
F-27
NOTE 11 – SEGMENT AND OTHER INFORMATION
The Company has two reportable segments, the orphan segment and the inflammation segment, and the Company
reports net sales and segment operating income for each segment.
Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility
for and reporting of RAYOS to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan
segment. In addition, reporting of historical LODOTRA net sales is included in the inflammation segment. Net sales
generated by TEPEZZA, which was approved in the first quarter of 2020, are reported as part of the renamed orphan
segment.
The orphan segment includes the medicines TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE,
BUPHENYL and QUINSAIR. The inflammation segment includes the medicines PENNSAID 2%, DUEXIS, RAYOS and
VIMOVO and previously included MIGERGOT prior to the MIGERGOT transaction.
The Company’s CODM evaluates the financial performance of the Company’s segments based upon segment operating
income. Segment operating income is defined as income (loss) before expense (benefit) for income taxes adjusted for the
items set forth in the reconciliation below. Items below income from operations are not reported by segment, since they are
excluded from the measure of segment profitability reviewed by the Company’s CODM. Additionally, certain expenses are
not allocated to a segment. The Company does not report balance sheet information by segment as no balance sheet by
segment is reviewed by the Company’s CODM.
The following table reflects net sales by medicine for the Company’s reportable segments for the years ended
December 31, 2020, 2019 and 2018 (in thousands):
TEPEZZA
KRYSTEXXA
RAVICTI
PROCYSBI
ACTIMMUNE
BUPHENYL
QUINSAIR
Orphan segment net sales
PENNSAID 2%
DUEXIS
RAYOS
VIMOVO
MIGERGOT
LODOTRA
Inflammation segment net sales
Year Ended December 31,
2019
$
2020
820,008 $
405,849
261,615
170,102
118,834
10,549
698
$ 1,787,655 $
178,011
125,331
71,811
37,621
—
—
412,774 $
$
— $
342,379
228,755
161,941
107,302
9,806
817
851,000 $
200,756
115,750
78,595
52,106
1,822
—
449,029 $
2018
—
258,920
226,650
154,895
105,563
21,810
504
768,342
190,206
114,672
61,067
67,646
3,570
2,067
439,228
Total net sales
$ 2,200,429 $ 1,300,029 $ 1,207,570
F-28
The table below provides reconciliations of the Company’s segment operating income to the Company’s total income
(loss) before expense (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 (in thousands):
Segment operating income:
Orphan
Inflammation
Reconciling items:
Amortization and step-up:
Intangible amortization expense
Inventory step-up expense
Share-based compensation
Interest expense, net
Acquisition/divestiture-related costs
Upfront, progress and milestone payments related to license and
collaboration agreements
Loss on debt extinguishment
Depreciation
Impairment of long-lived assets
Drug substance harmonization costs
Foreign exchange (loss) gain
Fees relating to refinancing activities
Litigation settlements
Charges relating to discontinuation of Friedreich's ataxia program
Restructuring and realignment costs
Gain (loss) on sale of assets
Other income (expense), net
Income (loss) before expense (benefit) for income taxes
$
2020
Year Ended December 31,
2019
2018
$
783,560
212,061
$
263,347
217,855
$
261,656
188,805
(255,148)
—
(146,627)
(59,616)
(49,232)
(33,000)
(31,856)
(24,303)
(1,713)
(542)
(297)
(54)
—
—
141
4,883
3,388
401,645
$
(230,424)
(89)
(91,215)
(87,089)
(1,032)
(9,073)
(58,835)
(6,733)
—
(457)
33
(2,292)
(1,000)
(1,076)
(237)
(10,963)
(944)
(20,224) $
(243,634)
(17,312)
(114,860)
(121,692)
(3,989)
(90)
—
(6,126)
(46,096)
(2,855)
(192)
(937)
(5,750)
1,464
(15,350)
42,985
841
(83,132)
The following table presents the amount and percentage of gross sales to customers that represented more than 10% of
the Company’s gross sales included in its two reportable segments, and all other customers as a group for the years ended
December 31, 2020, 2019 and 2018 (in thousands, except percentages):
Customer A
Customer B
Customer C
Customer D
Other Customers
Gross Sales
Year ended December 31,
2020
2019
2018
Amount
$ 1,298,128
959,066
772,724
521,425
488,088
$ 4,039,431
% of Gross
Sales
32%
24%
19%
13%
12%
100%
Amount
$ 1,414,617
757,138
664,454
342,694
732,921
$ 3,911,824
% of Gross
Sales
36%
19%
17%
9%
19%
100%
Amount
$1,553,333
526,398
1,011,996
299,639
873,087
$4,264,453
% of Gross
Sales
36%
12%
24%
7%
21%
100%
F-29
Geographic revenues are determined based on the country in which the Company’s customers are located. The
following table presents a summary of net sales attributed to geographic sources for the years ended December 31, 2020,
2019 and 2018 (in thousands, except percentages):
United States
Rest of world
*Less than 1%
Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018
% of Total
Net Sales
98%
2%
% of Total
Net Sales
99%
1%
% of Total
Net Sales
100% $
*
$
$
Amount
1,186,519
21,051
1,207,570
$
Amount
1,292,419
7,610
1,300,029
$
Amount
2,191,111
9,318
2,200,429
$
The following table presents total tangible long-lived assets by location as of the years ended December 31, 2020 and
2019 (in thousands):
United States
Other
Total long-lived assets (1)
As of December 31,
2020
214,563 $
8,880
223,443 $
2019
58,991
10,971
69,962
$
$
(1) Long-lived assets consist of property and equipment and right-of-use lease assets.
NOTE 12 – FAIR VALUE MEASUREMENTS
The following tables and paragraphs set forth the Company’s financial instruments that are measured at fair value on a
recurring basis within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety
based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the
significance of a particular input to the fair value measurement in its entirety requires management to make judgments and
consider factors specific to the asset or liability. The following describes three levels of inputs that may be used to measure
fair value:
Level 1—Observable inputs such as quoted prices in active markets for identical assets or liabilities;
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted
prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities; and
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value
of the assets or liabilities.
The Company utilizes the market approach to measure fair value for its money market funds. The market approach
uses prices and other relevant information generated by market transactions involving identical or comparable assets or
liabilities.
Other current assets and other long-term liabilities recorded at fair value on a recurring basis are composed of
investments held in a rabbi trust and the related deferred liability for deferred compensation arrangements. Quoted prices for
this investment, primarily in mutual funds, are available in active markets. Thus, the Company’s investments related to
deferred compensation arrangements and the related long-term liability are classified as Level 1 measurements in the fair
value hierarchy.
F-30
Assets and liabilities measured at fair value on a recurring basis
The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of
December 31, 2020 and 2019 (in thousands):
Assets:
Other current assets
Total assets at fair value
Liabilities:
Total liabilities at fair value
Assets:
Other current assets
Total assets at fair value
Liabilities:
Total liabilities at fair value
Level 1
Level 2
Level 3
Total
December 31, 2020
$ 1,906,000
18,423
$ 1,924,423
$
$
(18,423)
(18,423) $
$
— $
—
— $
—
— $
— $ 1,906,000
—
18,423
— $ 1,924,423
—
— $
(18,423)
(18,423)
Level 1
Level 2
Level 3
Total
December 31, 2019
$1,029,725 $
12,704
$1,042,429 $
(12,704)
(12,704) $
$
— $
—
— $
—
— $
— $ 1,029,725
—
12,704
— $ 1,042,429
—
— $
(12,704)
(12,704)
NOTE 13 – DEBT AGREEMENTS
The Company’s outstanding debt balances as of December 31, 2020 and 2019 consisted of the following (in
thousands):
Term Loan Facility due 2026
Senior Notes due 2027
Exchangeable Senior Notes due 2022
Total face value
Debt discount
Deferred financing fees
Long-term debt and Exchangeable Senior Notes,
net
$
As of December 31,
$
2020
418,026
600,000
—
1,018,026
(10,061)
(4,586)
2019
418,026
600,000
400,000
1,418,026
(59,922)
(5,263)
$
1,003,379
$
1,352,841
Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total
$
—
—
—
—
—
(1,018,026)
$ (1,018,026)
F-31
Term Loan Facility and Revolving Credit Facility
On December 18, 2019, Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.) (the
“Borrower”), a wholly owned subsidiary of the Company, borrowed approximately $418.0 million aggregate principal
amount of loans (the “December 2019 Refinancing Loans”) pursuant to an amendment to the credit agreement, dated as of
May 7, 2015, by and among the Borrower, the Company and certain of its subsidiaries as guarantors, the lenders party thereto
from time to time and Citibank, N.A., as administrative agent and collateral agent, as amended by Amendment No. 1, dated
as of October 25, 2016, Amendment No. 2, dated March 29, 2017, Amendment No. 3, dated October 23, 2017, Amendment
No. 4, dated October 19, 2018, Amendment No. 5, dated March 11, 2019 and Amendment No. 6, dated May 22, 2019 (the
“Term Loan Facility”). Pursuant to Amendment No. 5, the Borrower received $200.0 million aggregate principal amount of
revolving commitments, which was increased to $275.0 million aggregate amount of revolving commitments (the
“Incremental Revolving Commitments”) pursuant to an incremental amendment and joinder agreement entered into on
August 17, 2020 (the “Incremental Amendment”). The Incremental Revolving Commitments were established pursuant to an
incremental facility (the “Revolving Credit Facility”) and includes a $50.0 million letter of credit sub-facility. The
Incremental Revolving Commitments will terminate in March 2024. Borrowings under the Revolving Credit Facility are
available for general corporate purposes. As of December 31, 2020, the Revolving Credit Facility was undrawn. As used
herein, all references to the “Credit Agreement” are references to the original credit agreement, dated as of May 7, 2015, as
amended through the Incremental Amendment.
The December 2019 Refinancing Loans were incurred as a separate new class of term loans under the Credit
Agreement with substantially the same terms as the previously outstanding senior secured term loans incurred on May 22,
2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the
December 2019 Refinancing Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The
December 2019 Refinancing Loans bear interest at a rate, at the Borrower’s option, equal to the London Inter-Bank Offered
Rate (“LIBOR”), plus 2.25% per annum (subject to a 0.00% LIBOR floor) or the adjusted base rate plus 1.25% per annum,
with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s
leverage ratio is less than or equal to 2.00 to 1.00. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-
month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 1.00%.
The loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR
plus an applicable margin of 2.25% per annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per
annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the
Company’s leverage ratio is less than or equal to 2.00 to 1.00. The Credit Agreement provides for (i) the December 2019
Refinancing Loans, (ii) the Revolving Credit Facility, (iii) one or more uncommitted additional incremental loan facilities
subject to the satisfaction of certain financial and other conditions, and (iv) one or more uncommitted refinancing loan
facilities with respect to loans thereunder. The Credit Agreement allows for the Company and certain of its subsidiaries to
become additional borrowers under incremental or refinancing facilities.
The obligations under the Credit Agreement (including obligations in respect of the December 2019 Refinancing Loans
and the Revolving Credit Facility) and any swap obligations and cash management obligations owing to a lender (or an
affiliate of a lender) are guaranteed by the Company and each of the Company’s existing and subsequently acquired or
formed direct and indirect subsidiaries (other than certain immaterial subsidiaries, subsidiaries whose guarantee would result
in material adverse tax consequences and subsidiaries whose guarantee is prohibited by applicable law). The obligations
under the Credit Agreement (including obligations in respect of the December 2019 Refinancing Loans and the Revolving
Credit Facility) and any related swap and cash management obligations are secured, subject to customary permitted liens and
other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the Borrower and the
guarantors, except for certain customary excluded assets, and (ii) all of the capital stock owned by the Borrower and
guarantors thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of the Borrower, to 65% of the capital
stock of such subsidiaries). The Borrower and the guarantors under the Credit Agreement are individually and collectively
referred to herein as a “Loan Party” and the “Loan Parties,” as applicable.
F-32
The Company elected to exercise its reinvestment rights under the mandatory prepayment provisions of the Credit
Agreement with respect to the net proceeds from the Company’s sale of its rights to PROCYSBI and QUINSAIR in the
Europe, Middle East and Africa regions to Chiesi Farmaceutici S.p.A. To the extent the Company had not applied such net
proceeds to permitted acquisitions (including the acquisition of rights to products and products lines) and/or the acquisition of
capital assets within 365 days of the receipt thereof (or committed to so apply and then applied within 180 days after the end
of such 365-day period), the Company was required to make a mandatory prepayment under the Credit Agreement in an
amount equal to the unapplied net proceeds. In June 2018, the Company repaid $23.5 million under the mandatory
prepayment provisions of the Credit Agreement.
On March 18, 2019, the Company completed the repayment of $300.0 million of the outstanding principal amount of
term loans under the Credit Agreement following the closing of its underwritten public equity offering on March 11, 2019.
In July 2019, the Company repaid an additional $100.0 million of term loans under the Credit Agreement following the
private placement of the Company’s 5.5% Senior Notes due 2027 (the “2027 Senior Notes”). Following these repayments,
the outstanding principal balance of term loans under the Credit Agreement was $418.0 million.
Additionally, the Company elected to exercise its reinvestment rights under the mandatory prepayment provisions of
the Credit Agreement with respect to the net proceeds from the Company’s sale of its rights to RAVICTI and AMMONAPS
outside of North America and Japan to Medical Need Europe AB, part of the Immedica Group (the “Immedica
transaction”). To the extent the Company had not applied such net proceeds to permitted acquisitions (including the
acquisition of rights to products and products lines) and/or the acquisition of capital assets within 365 days of the receipt of
proceeds from the Immedica transaction (or commit to so apply and then apply within 180 days after the end of such 365-day
period), the Company was required to make a mandatory prepayment under the Credit Agreement in an amount equal to the
unapplied net proceeds. In March 2019, the Company repaid $35.0 million under the mandatory prepayment provisions of
the Credit Agreement which was included in the $300.0 million repayment referred to above.
The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time
without payment of a premium. The Borrower is required to make mandatory prepayments of loans under the Credit
Agreement (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject
to reinvestment rights and other exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights
and other exceptions), (c) net cash proceeds from issuances of debt (other than certain permitted debt), and (d) 50% of the
Company’s excess cash flow (subject to decrease to 25% or 0% if the Company’s first lien leverage ratio is less than 2.25:1
or 1.75:1, respectively). The principal amount of the December 2019 Refinancing Loans is due and payable on May 22,
2026, the final maturity date of the December 2019 Refinancing Loans.
The Credit Agreement contains customary representations and warranties and customary affirmative and negative
covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment
of other indebtedness and dividends and other distributions. The Credit Agreement also contains a springing financial
maintenance covenant, which requires that the Company maintain a specified leverage ratio at the end of each fiscal quarter.
The covenant is tested if both the outstanding loans and letters of credit under the Revolving Credit Facility, subject to certain
exceptions, exceed 25% of the total commitments under the Revolving Credit Facility as of the last day of any fiscal quarter.
If the Company fails to meet this covenant, the commitments under the Revolving Credit Facility could be terminated and
any outstanding borrowings, together with accrued interest, under the Revolving Credit Facility could be declared
immediately due and payable.
F-33
Other events of default under the Credit Agreement include: (i) the failure by the Borrower to timely make payments
due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any
Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other
related agreements; (iv) certain defaults under a specified amount of other indebtedness of the Company or its subsidiaries;
(v) insolvency or bankruptcy-related events with respect to the Company or any of its material subsidiaries; (vi) certain
undischarged judgments against the Company or any of its restricted subsidiaries; (vii) certain ERISA-related events
reasonably expected to have a material adverse effect on the Company and its restricted subsidiaries taken as a whole; (viii)
certain security interests or liens under the loan documents ceasing to be, or being asserted by the Company or its restricted
subsidiaries not to be, in full force and effect; (ix) any loan document or material provision thereof ceasing to be, or any
challenge or assertion by any Loan Party that such loan document or material provision is not, in full force and effect; and (x)
the occurrence of a change of control. If one or more events of default occurs and continues beyond any applicable cure
period, the administrative agent may, with the consent of the lenders holding a majority of the loans and commitments under
the facilities, or will, at the request of such lenders, terminate the commitments of the lenders to make further loans and
declare all of the obligations of the Loan Parties under the Credit Agreement to be immediately due and payable.
The interest on the Term Loan Facility is variable and as of December 31, 2020, the interest rate on the Term Loan
Facility was 2.19% and the effective interest rate was 2.48%.
As of December 31, 2020, the fair value of the amounts outstanding under the Term Loan Facility was approximately
$416.5 million, categorized as a Level 2 instrument, as defined in Note 12.
2027 Senior Notes
On July 16, 2019, Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.), the Company’s
wholly owned subsidiary (“HTUSA”), completed a private placement of $600.0 million aggregate principal amount of 2027
Senior Notes to several investment banks acting as initial purchasers, who subsequently resold the 2027 Senior Notes to
ppersons reasonably believed to be qualified institutional buyers.
The Company used the net proceeds from the offering of the 2027 Senior Notes, together with approximately
$65.0 million in cash on hand, to redeem or prepay $625.0 million of its outstanding debt, consisting of (i) the outstanding
$225.0 million principal amount of its
its 8.750% Senior Notes due 2024 and (iii) $100.0 million of the outstanding principal amount of senior secured term loans
and (iii) $100.0 million of the outstanding principal amount of senior secured term loans
under the Credit Agreement, as well as to pay the related premiums and fees and expenses, excluding accrued interest,
associated with such redemption and prepayment.
(ii) the outstanding $300.0 million principal amount of
6.625% Senior Notes due 2023, (ii) the outstanding $300.0 million principal amount of
The 2027 Senior Notes are HTUSA’s general unsecured senior obligations, rank equally in right of payment with all
existing and future senior debt of HTUSA and rank senior in right of payment to any existing and future subordinated debt of
f
HTUSA. The 2027 Senior Notes are effectively subordinate to all of the existing and future secured debt of HTUSA to the
extent of the value of the collateral securing such debt.
The 2027 Senior Notes are unconditionally guaranteed on a senior basis by the Company and all of the Company’s
restricted subsidiaries, other than HTUSA and certain immaterial subsidiaries, that guarantee the Credit Agreement. The
guarantees are each guarantor’s senior unsecured obligations and rank equally in right of payment with such guarantor’s
existing and future senior debt and senior in right of payment to any existing and future subordinated debt of such guarantor.
The guarantees are effectively subordinated to all of the existing and future secured debt of each guarantor, including such
h
guarantor’s guarantee under the Credit Agreement, to the extent of the value of the collateral securing such debt. The
guarantees of a guarantor may be released under certain circumstances. The 2027 Senior Notes are structurally subordinated
d
to all of the liabilities of the Company’s subsidiaries that do not guarantee the 2027 Senior Notes.
F-34
The 2027 Senior Notes accrue interest at an annual rate of 5.5% payable semiannually in arrears on February 1 and
d
August 1 of each year, beginning on February 1, 2020. The 2027 Senior Notes will mature on August 1, 2027, unless earlier
r
exchanged, repurchased or redeemed.
Except as described below, the 2027 Senior Notes may not be redeemed before August 1, 2022. Thereafter, some or all
of the 2027 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the
redemption date. At any time prior to August 1, 2022, some or all of the 2027 Senior Notes may be redeemed at a price equal
to 100% of the aggregate principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the
redemption date. Also prior to August 1, 2022, up to 40% of the aggregate principal amount of the 2027 Senior Notes may
be redeemed at a redemption price of 105.5% of the aggregate principal amount thereof, plus accrued and unpaid interest,
be redeemed at a redemption price of 105.5% of the aggregate principal amount thereof, plus accrued and unpaid interest,
with the net proceeds of certain equity offerings. In addition, the 2027 Senior Notes may be redeemed in whole but not in
n
part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if
part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if
any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2027
Senior Notes, HTUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax related
d
events.
If the Company undergoes a change of control, HTUSA will be required to make an offer to purchase all of the 2027
Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to,
bbut not including, the repurchase date, subject to certain exceptions. If the Company or certain of its subsidiaries engages in
certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 Senior Notes
at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.
The indenture governing the 2027 Senior Notes contains covenants that limit the ability of the Company and its
restricted subsidiaries to, among other things, pay dividends or distributions, repurchase equity, prepay junior debt and make
certain investments, incur additional debt and issue certain preferred stock, incur liens on assets, engage in certain asset sales,
merge, consolidate with or merge or sell all or substantially all of their assets, enter into transactions with affiliates, designate
subsidiaries as unrestricted subsidiaries, and allow to exist certain restrictions on the ability of restricted subsidiaries to pay
dividends or make other payments to the Company. Certain of the covenants will be suspended during any period in which
the 2027 Senior Notes receive investment grade ratings. The indenture governing the 2027 Senior Notes also includes
customary events of default.
As of December 31, 2020, the interest rate on the 2027 Senior Notes was 5.50% and the effective interest rate was
5.76%.
As of December 31, 2020, the fair value of the 2027 Senior Notes was approximately $641.2 million, categorized as a
Level 2 instrument, as defined in Note 12.
F-35
Exchangeable Senior Notes
On March 13, 2015, Horizon Therapeutics Investment Limited (formerly known as Horizon Pharma Investment
Limited) (“Horizon Investment”), a wholly owned subsidiary of the Company, completed a private placement of $400.0
million aggregate principal amount of Exchangeable Senior Notes to certain investment banks acting as initial purchasers
who subsequently resold the Exchangeable Senior Notes to qualified institutional buyers as defined in Rule 144A under the
Securities Act of 1933, as amended. The net proceeds from the offering of the Exchangeable Senior Notes were
approximately $387.2 million, after deducting the initial purchasers’ discount and offering expenses payable by Horizon
Investment.
The Exchangeable Senior Notes were fully and unconditionally guaranteed, on a senior unsecured basis, by the
Company (the “Guarantee”). The Exchangeable Senior Notes and the Guarantee were Horizon Investment’s and the
Company’s senior unsecured obligations. The Exchangeable Senior Notes accrued interest at an annual rate of 2.5% payable
semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The Exchangeable
Senior Notes were scheduled to mature on March 15, 2022. The exchange rate was 34.8979 ordinary shares of the Company
per $1,000 principal amount of the Exchangeable Senior Notes (equivalent to an initial exchange price of approximately
$28.66 per ordinary share).
The Company recorded the Exchangeable Senior Notes under the guidance in ASC Topic 470-20, Debt with
Conversion and Other Options, and separated them into a liability component and equity component. The initial carrying
amount of the liability component of $268.9 million was determined by measuring the fair value of a similar liability that
does not have an associated equity component. The initial carrying amount of the equity component of $119.1 million
represented by the embedded conversion option was determined by deducting the fair value of the liability component of
$268.9 million from the initial proceeds of $387.2 million ascribed to the convertible debt instrument as a whole. The initial
debt discount of $131.1 million was charged to interest expense over the life of the Exchangeable Senior Notes using the
effective interest rate method.
On June 3, 2020, Horizon Investment issued a notice of redemption (the “Redemption Notice”) for all of the
outstanding Exchangeable Senior Notes. From June 3, 2020 through July 30, 2020, the Company issued an aggregate of
13,898,414 of its ordinary shares to noteholders as a result of exchanges of $398.3 million in aggregate principal amount of
Exchangeable Senior Notes following the issuance of the Redemption Notice.
On August 3, 2020, the Company redeemed the remaining $1.7 million in aggregate principal amount of Exchangeable
Senior Notes and made aggregate cash payments to the holders of such Exchangeable Senior Notes of $1.8 million, including
accrued interest. During the year ended December 31, 2020, the Company recorded a loss on debt extinguishment $31.9
million related to the Exchangeable Senior Notes.
F-36
NOTE 14 – LEASE OBLIGATIONS
As of December 31, 2020, the Company had the following office space lease agreements in place for real properties:
Location
Dublin, Ireland
Lake Forest, Illinois
NNovato, California
South San Francisco, California
Chicago, Illinois
Mannheim, Germany
Other
Approximate Square Feet
18,900
160,000
61,000
20,000
9,200
4,800
8,800
Lease Expiry Date
November 4, 2029
March 31, 2031
August 31, 2021
January 31, 2030
December 31, 2028
December 31, 2022
March 31, 2021 to September 15, 2022
The above table does not include details of an agreement for lease entered into on October 14, 2019, relating to
approximately 63,000 square feet of office space under construction in Dublin, Ireland. Lease commencement will begin
when construction of the offices is completed by the lessor and the Company has access to begin the construction of
leasehold improvements. The Company expects to receive access to the office space and commence the related lease in the
first half of 2021 and incur leasehold improvement costs during 2021 in order to prepare the building for occupancy.
In February 2020, the Company purchased a three-building campus in Deerfield, Illinois. The Lake Forest office
employees moved to the Deerfield campus in February 2021 and the Company is marketing the Lake Forest office space for
sublease. As of December 31, 2020, the right-of-use lease asset relating to the Lake Forest lease was $16.9 million. If the
expected rent payments received from subleasing the Lake Forest office are significantly lower than the rent payments that
the Company will continue to pay on its lease, the Company may record an impairment charge relating to the right-of-use
lease asset upon vacating the Lake Forest office. Refer to Note 7 for further detail on the purchase of the Deerfield campus.
As of December 31, 2020 and 2019, the Company had right-of-use lease assets included in other assets of $34.4 million
and $39.8 million, respectively; current lease liabilities included in accrued expenses of $4.1 million and $4.4 million,
respectively; and non-current lease liabilities included in other long-term liabilities of $43.2 million and $46.5 million,
respectively, in its consolidated balance sheets. During the year ended December 31, 2020, the Company recorded an
impairment charge of $1.7 million related to the Novato, California oa ffice lease, which was obtained through an acquisition in
a prior year. This charge was reported within selling, general and administrative expenses in the consolidated statement of
comprehensive income (loss).
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years
to the operating lease liabilities recorded on the Company’s consolidated balance sheet as of December 31, 2020 (in
thousands):
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Imputed interest
Total operating lease liabilities
$
$
7,296
6,119
5,969
6,587
6,836
33,241
66,048
(18,701)
47,347
The weighted-average discount rate and remaining lease term for operating leases as of December 31, 2020 was 7.08%
and 9.83 years, respectively.
F-37
NOTE 15 – COMMITMENTS AND CONTINGENCIES
Purchase Commitments
Under the Company’s supply agreement with AGC Biologics A/S (formerly known as CMC Biologics A/S) (“AGC
Biologics”), the Company has agreed to purchase certain minimum annual order quantities of TEPEZZA drug substance. In
addition, the Company must provide AGC Biologics with rolling forecasts of TEPEZZA drug substance requirements, with a
portion of the forecast being a firm and binding order. Under the Company’s supply agreement with Catalent Indiana, LLC
(“Catalent”), the Company must provide Catalent with rolling forecasts of TEPEZZA drug product requirements, with a
portion of the forecast being a firm and binding order. At December 31, 2020, the Company had total purchase
commitments, including the minimum annual order quantities and binding firm orders, with AGC Biologics for TEPEZZA
drug substance of €134.7 million ($164.6 million converted at an exchange rate as of December 31, 2020 of 1.2216), to be
delivered through December 2022. In addition, the Company had binding purchase commitments with Catalent for
TEPEZZA drug product of $17.9 million, to be delivered through December 2021.
On December 17, 2020, the Company announced that it expected a short-term disruption in TEPEZZA supply as a
result of recent U.S. government-mandated COVID-19 vaccine production orders pursuant to the Defense Production Act of
1950 (“DPA”) that dramatically restricted capacity available for the production of TEPEZZA at its drug product contract
manufacturer, Catalent. Pursuant to the DPA, Catalent was ordered to prioritize certain COVID-19 vaccine manufacturing at
Catalent, resulting in the cancellation of previously guaranteed and contracted TEPEZZA drug product manufacturing slots in
December 2020, which were required to maintain TEPEZZA supply. To offset the reduced slots allowed by the DPA and
Catalent, the Company accelerated plans to increase the production scale of TEPEZZA drug product. In January 2021, the
Company submitted a prior approval supplement to the FDA to support increased scale production of TEPEZZA drug
product for the treatment of TED. The submission includes data to support more product output with each manufacturing slot
than is currently approved by the FDA. The Company will continue to discuss potential additional data requirements and
approval timeline with the FDA. The Company continues to anticipate the disruption could last through the first quarter of
2021. The length of the TEPEZZA supply disruption will depend on future manufacturing slots and whether future
manufacturing slots are successfully completed as well as decisions by the FDA regarding the increased scale manufacturing
process of TEPEZZA.
Under the Company’s agreement with Bio-Technology General (Israel) Ltd (“BTG Israel”), the Company has agreed to
purchase certain minimum annual order quantities and is obligated to purchase at least 80 percent of its annual world-wide
bulk product requirements for KRYSTEXXA from BTG Israel. The term of the agreement runs until December 31, 2030,
and will automatically renew for successive three-year periods unless earlier terminated by either party upon three years’
prior written notice. The agreement may be terminated earlier by either party in the event of a force majeure, liquidation,
dissolution, bankruptcy or insolvency of the other party, uncured material breach by the other party or after January 1, 2024,
upon three years’ prior written notice. Under the agreement, if the manufacture of the bulk product is moved out of Israel,
the Company may be required to obtain the approval of the Israel Innovation Authority (formerly known as Israeli Office of
the Chief Scientist) (“IIA”) because certain KRYSTEXXA intellectual property was initially developed with a grant funded
by the IIA. The Company issues eighteen-month forecasts of the volume of KRYSTEXXA that the Company expects to
order. The first nine months of the forecast are considered binding firm orders. At December 31, 2020, the Company had a
total purchase commitment, including the minimum annual order quantities and binding firm orders with BTG Israel, for
KRYSTEXXA of $33.0 million, to be delivered through December 2026. Additionally, there were other purchase orders
relating to the manufacture of KRYSTEXXA of $1.5 million outstanding at December 31, 2020.
Under an agreement with Boehringer Ingelheim Biopharmaceuticals GmbH (“Boehringer Ingelheim
Biopharmaceuticals”), Boehringer Ingelheim Biopharmaceuticals is required to manufacture and supply ACTIMMUNE and
IMUKIN to the Company. Following the Company’s sale of the rights to IMUKIN in all territories outside of the United
States, Canada and Japan to Clinigen Group plc (“Clinigen”), purchases of IMUKIN inventory are being resold to Clinigen.
The Company is required to purchase minimum quantities of finished medicine during the term of the agreement, which term
extends to at least June 30, 2024. As of December 31, 2020, the minimum purchase commitment to Boehringer Ingelheim
Biopharmaceuticals was $15.8 million (converted using a Dollar-to-Euro exchange rate of 1.2216 as of December 31, 2020)
through June 2024.
Excluding the above, additional purchase orders and other commitments relating to the manufacture of RAVICTI,
BUPHENYL, PROCYSBI, PENNSAID 2%, DUEXIS, RAYOS and QUINSAIR of $14.7 million were outstanding at
December 31, 2020.
F-38
Royalty and Milestone Agreements
TEPEZZA
Under the acquisition agreement for River Vision, the Company agreed to pay up to $325.0 million upon the attainment
of various milestones, composed of $100.0 million related to FDA approval and $225.0 million related to net sales thresholds
for TEPEZZA. The Company made the $100.0 million milestone payment related to FDA approval during the first quarter
of 2020.
The aggregate potential milestone payments of $225.0 million are payable based on certain TEPEZZA worldwide net
sales thresholds being achieved as noted in the following table:
TEPEZZA Worldwide
Net Sales Threshold
>$250 million
>$375 million
>$500 million
Milestone
Payment
$50 million
$75 million
$100 million
The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales exceeding
$300.0 million (if any).
S.R. One and Lundbeckfond, as two of the former River Vision stockholders, both held rights to receive approximately
35.66% of any future TEPEZZA payments. As a result of the Company’s agreements with S.R. One and Lundbeckfond in
April 2020, the Company’s remaining net obligations to make TEPEZZA payments for sales milestones and royalties to the
former stockholders of River Vision was reduced by approximately 70.25%, after including payments to a third party.
Under the Company’s license agreement with Roche, the Company is required to pay Roche up to CHF103.0 million
($116.4 million when converted using a CHF-to-Dollar exchange rate at December 31, 2020 of 1.1301) upon the attainment
of various development, regulatory and sales milestones for TEPEZZA. During the years ended December 31, 2019 and
2017, CHF3.0 million ($3.0 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0023)
and CHF2.0 million ($2.0 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0169),
respectively, was paid in relation to these milestones. The Company made a milestone payment of CHF5.0 million ($5.2
million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382) during the first quarter of
2020. The agreement with Roche also includes tiered royalties on annual worldwide net sales between 9 and 12 percent.
As of December 31, 2020, the Company recorded a liability of $123.4 million in accrued expenses representing net
sales milestones for TEPEZZA. During the second quarter of 2020, the Company recorded $67.0 million in relation to the
expected attainment in 2020 of various net sales milestones payable under the acquisition agreement for River Vision and
CHF30.0 million ($33.9 million when converted using a CHF-to-Dollar exchange rate as of December 31, 2020 of 1.1301) in
relation to the expected attainment in 2020 of various net sales milestones payable to Roche. During the third quarter of
2020, the Company recorded an additional CHF20.0 million ($22.6 million when converted using a CHF-to-Dollar exchange
rate as of December 31, 2020 of 1.1301) in relation to the expected attainment in 2020 of various net sales milestones
payable to Roche. The timing of the payments is dependent on when the applicable milestone thresholds are attained. The
Company paid the milestones to Roche in February 2021 and expects to pay the applicable milestones to the former River
Vision stockholders in March 2021. In addition, the Company recorded $120.8 million as a finite lived intangible asset
representing the developed technology for TEPEZZA on the consolidated balance sheet as of December 31, 2020 and the net
foreign exchange loss of $2.6 million relating to remeasurement of the liability was recorded in the consolidated statement of
comprehensive income (loss).
Under the Company’s license agreement with Lundquist Institute (formerly known as Los Angeles Biomedical
Research Institute at Harbor-UCLA Medical Center) (“Lundquist”), the Company is required to pay Lundquist a royalty
payment of less than 1 percent of TEPEZZA net sales. The royalty terminates upon the expiration date of the longest-lived
Lundquist patent rights, which is December 2021 for the U.S. rights.
F-39
Under the Company’s license agreement with Boehringer Ingelheim Biopharmaceuticals, the Company is required to
pay Boehringer Ingelheim Biopharmaceuticals milestone payments totaling less than $2.0 million upon the achievement of
certain TEPEZZA sales milestones.
For all of the royalty agreements entered into by the Company, a total royalty expense of $164.6 million was recorded
in cost of goods sold in the consolidated statements of comprehensive income (loss) during the year ended December 31,
2020. A total royalty expense of $71.5 million was recorded in cost of goods sold in the consolidated statements of
comprehensive income (loss) during the year ended December 31, 2019. A total net expense of $66.6 million was recorded
during the year ended December 31, 2018, of which $68.5 million was recorded in “cost of goods sold” and $1.9 million was
recorded in “selling, general and administrative” expenses in the consolidated statements of comprehensive income (loss).
KRYSTEXXA
Under the terms of a license agreement with Duke and MVP, the Company is obligated to pay Duke a mid-single-digit
royalty on its global net sales of KRYSTEXXA and a royalty of between 5% and 15% on any global sublicense revenue.
The Company is also obligated to pay MVP a mid-single-digit royalty on its net sales of KRYSTEXXA outside of the United
States and a royalty of between 5% and 15% on any sublicense revenue outside of the United States.
RAVICTI
Under the terms of an asset purchase agreement with Bausch Health Companies Inc. (formerly Ucyclyd Pharma, Inc.)
(“Bausch”), the Company is obligated to pay to Bausch mid single-digit royalties on its global net sales of RAVICTI. Under
M.D. and
the terms of a license agreement with Saul W. Brusilow,
obligated to pay low single-digit royalties to Brusilow on net sales of RAVICTI that are covered by a valid claim of a
licensed patent.
d Brusilow Enterprises, Inc. (“Brusilow”), the Company is
PROCYSBI
Under the terms of an amended and restated license agreement with The Regents of the University of California, San
Diego (“UCSD”), as amended, the Company is obligated to pay to UCSD tiered low to mid-single-digit royalties on its net
sales of PROCYSBI, including a minimum annual royalty in an amount less than $0.1 million. The Company must also pay
UCSD a percentage in the mid-teens of any fees it receives from its sublicensees under the agreement that are not earned
royalties. The Company may also be obligated to pay UCSD aggregate developmental milestone payments of $0.3 million
and aggregate regulatory milestone payments of $1.8 million for each orphan indication, and aggregate developmental
milestone payments of $0.8 million and aggregate regulatory milestone payments of $3.5 million for each non-orphan
indication.
ACTIMMUNE
Under a license agreement, as amended, with Genentech Inc. (“Genentech”), who was the original developer of
ACTIMMUNE, the Company is obligated to pay a low single digit royalty to Genentech on its annual net sales of
ACTIMMUNE.
Under the terms of an assignment and option agreement with Connetics Corporation (which was the predecessor parent
company to InterMune Pharmaceuticals Inc. and is now part of GlaxoSmithKline), (“Connetics”), the Company is obligated
to pay low single-digit royalties to Connetics on the Company’s net sales of ACTIMMUNE in the United States.
F-40
RAYOS and LODOTRA
During the years ended December 31, 2018 and 2017, the Company was obligated to pay Vectura a mid-single digit
percentage royalty on its adjusted gross sales of RAYOS and LODOTRA and on any sub-licensing income, which includes
any payments not calculated based on the adjusted gross sales of RAYOS and LODOTRA, such as license fees, and lump
sum and milestone payments.
Under certain amendments to the Company’s license and supply agreements with Vectura, the royalty payable by the
Company to Vectura in respect of RAYOS sales in North America is amended whereby, effective January 1, 2019, the
Company is obligated to pay Vectura a mid-teens percentage royalty on its net sales, subject to a minimum royalty of $8.0
million per year, with the minimum royalty requirement expiring on December 31, 2022. In addition, under the amendments,
the Company ceased recording LODOTRA revenue and is no longer required to pay a royalty in respect of LODOTRA.
VIMOVO
The Company is required to pay Miravo Healthcare (formerly known as Nuvo Pharmaceuticals Inc.) a 10 percent
royalty on net sales of VIMOVO and other medicines sold by the Company, its affiliates or sublicensees during the royalty
term that contain gastroprotective agents in a single fixed combination oral solid dosage form with nonsteroidal anti-
inflammatory drugs, subject to minimum annual royalty obligations of $7.5 million. These minimum royalty obligations will
continue for each year during which one of Miravo’s patents covers such medicines in the United States and there are no
competing medicines in the United States. The royalty rate may be reduced to a mid-single digit royalty rate as a result of
loss of market share to competing medicines. The Company’s obligation to pay royalties to Miravo will expire upon the later
of (a) expiration of the last-to-expire of certain patents covering such medicines in the United States, and (b) ten years after
the first commercial sale of such medicines in the United States.
Contingencies
The Company is subject to claims and assessments from time to time in the ordinary course of business. The
Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse
effect on the Company’s business, financial condition, results of operations or cash flows. In addition, the Company from
time to time has billing disputes with vendors in which amounts invoiced are not in accordance with the terms of their
contracts.
In November 2015, the Company received a subpoena from the U.S. Attorney’s Office for the Southern District of
New York requesting documents and information related to its patient assistance programs and other aspects of its marketing
and commercialization activities. The Company is unable to predict how long this investigation will continue or its outcome,
but it anticipates that it may continue to incur significant costs in connection with the investigation, regardless of the
outcome. The Company may also become subject to similar investigations by other governmental agencies. The
investigation by the U.S. Attorney’s Office and any additional investigations of the Company’s patient assistance programs
and sales and marketing activities may result in damages, fines, penalties or other administrative sanctions against the
Company.
On March 5, 2019, the Company received a civil investigative demand (“CID”) from the United States Department of
Justice (“DOJ”) pursuant to the Federal False Claims Act regarding assertions that certain of the Company’s payments to
pharmacy benefit managers (“PBMs”) were potentially in violation of the Anti-Kickback Statute. The CID requests certain
documents and information related to the Company’s payments to PBMs, pricing and the Company’s patient assistance
program regarding DUEXIS, VIMOVO and PENNSAID 2%. The Company is cooperating with the investigation. While the
Company believes that its payments and programs are compliant with the Anti-Kickback Statute, no assurance can be given
as to the timing or outcome of the DOJ’s investigation, or that it will not result in a material adverse effect on the Company’s
business.
F-41
Other Agreements
On April 1, 2020, the Company acquired Curzion for an upfront payment of $45.0 million with additional payments of
up to $15.0 million contingent on the achievement of certain development and regulatory milestones. Under separate
agreements, the Company is also required to make contingent payments upon the achievement of certain development and
regulatory milestones and certain net sales thresholds. These separate agreements also include mid to high-single-digit
royalty payments based on the portion of annual worldwide net sales.
During the year ended December 31, 2020, the Company committed to invest as a strategic limited partner in four
venture capital funds: Forbion Growth Opportunities Fund I C.V., Forbion Capital Fund V C.V., Aisling Capital V, L.P. and
RiverVest Venture Fund V, L.P. As of December 31, 2020, the total carrying amount of the Company’s investments in these
funds is $10.6 million, which is included in other assets in the consolidated balance sheet, and the Company’s total future
commitments to these funds are $56.2 million.
On November 21, 2020, the Company entered into a global collaboration and license agreement with Halozyme that
gives the Company exclusive access to Halozyme’s ENHANZE drug delivery technology for SC formulation of medicines
targeting IGF-1R. The Company intends to use ENHANZE to develop a SC formulation of TEPEZZA. Under the terms of
the agreement, the Company agreed to pay Halozyme an upfront cash payment of $30.0 million with additional potential
future milestone payments of up to $160.0 million contingent on the satisfaction of certain development and sales thresholds.
The upfront payment was paid in December 2020.
As of December 31, 2020, the Company has $25.0 million of non-cancellable advertising commitments due within one
year, primarily related to agreements for advertising for TEPEZZA and KRYSTEXXA.
Indemnification
In the normal course of business, the Company enters into contracts and agreements that contain a variety of
representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is
unknown because it involves claims that may be made against the Company in the future, but have not yet been made. The
Company may record charges in the future as a result of these indemnification obligations.
In accordance with its memorandum and articles of association, the Company has indemnification obligations to its
officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s
request in such capacity. Additionally, the Company has entered into, and intends to continue to enter into, separate
indemnification agreements with its directors and executive officers. These agreements, among other things, require the
Company to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines
and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as
one of the Company’s directors or executive officers, or any of the Company’s subsidiaries or any other company or
enterprise to which the person provides services at the Company’s request. The Company also has a director and officer
insurance policy that enables it to recover a portion of any amounts paid for current and future potential claims. All of the
Company’s officers and directors have also entered into separate indemnification agreements with HTUSA.
F-42
NOTE 16 - LEGAL PROCEEDINGS
PENNSAID 2%
On November 13, 2014, the Company received a Paragraph IV Patent Certification from Watson Laboratories, Inc.,
now known as Actavis Laboratories UT, Inc. (“Actavis UT”), advising that Actavis UT had filed an Abbreviated New Drug
Application (“ANDA”) with the FDA for a generic version of PENNSAID 2%. On December 23, 2014, June 30, 2015,
August 11, 2015 and September 17, 2015, the Company filed four separate suits against Actavis UT and Actavis plc
(collectively “Actavis”), in the United States District Court for the District of New Jersey, with each of the suits seeking an
injunction to prevent approval of the ANDA. The lawsuits alleged that Actavis has infringed nine of the Company’s patents
covering PENNSAID 2% by filing an ANDA seeking approval from the FDA to market a generic version of PENNSAID 2%
prior to the expiration of certain of the Company’s patents listed in the FDA’s Orange Book (the “Orange Book”). These
four suits were consolidated into a single suit. On October 27, 2015 and on February 5, 2016, the Company filed two
additional suits against Actavis, in the United States District Court for the District of New Jersey, for patent infringement of
three additional Company patents covering PENNSAID 2%.
On August 17, 2016, the District Court issued a Markman opinion holding certain of the asserted claims of seven of the
Company’s patents covering PENNSAID 2% invalid as indefinite. On March 16, 2017, the Court granted Actavis’ motion
for summary judgment of non-infringement of the asserted claims of three of the Company’s patents covering PENNSAID
2%. In view of the Markman and summary judgment decisions, a bench trial was held from March 21, 2017 through March
30, 2017, regarding a claim of one of the Company’s patents covering PENNSAID 2%. On May 14, 2017, the Court issued
its opinion upholding the validity of the claim of the patent, which Actavis had previously admitted its proposed generic
diclofenac sodium topical solution product would infringe. Actavis filed its Notice of Appeal on June 16, 2017. The
Company also filed its Notice of Appeal of the District Court’s rulings on certain claims of the Company’s patents covering
PENNSAID 2%. On October 10, 2019, the Federal Circuit Court of Appeals affirmed the District Court’s judgment of
validity of U.S Patent No. 9,066,913 (the “‘913 patent”), and its finding that the Actavis generic product would infringe the
‘913 patent. The Federal Circuit also affirmed the District Court’s summary judgment finding that certain patents are invalid
for indefiniteness and would not be infringed. On July 29, 2020, the Company filed a Petition for Certiorari to the United
States Supreme Court seeking review of the Federal Circuit’s ruling invalidating certain patents. On November 2, 2020, the
Supreme Court denied the Company’s Petition for Certiorari.
On August 18, 2016, the Company filed suit in the United States District Court for the District of New Jersey against
Actavis for patent infringement of four of the Company’s newly issued patents covering PENNSAID 2%. All four of such
patents are listed in the Orange Book. This litigation is currently stayed by agreement of the parties.
DUEXIS
On May 29, 2018, the Company received notice from Alkem Laboratories, Inc. (“Alkem”) that it had filed an ANDA
with the FDA seeking approval of a generic version of DUEXIS. The ANDA contained a Paragraph IV Patent Certification
alleging that the patents covering DUEXIS are invalid and/or will not be infringed by Alkem’s manufacture, use or sale of
the medicine for which the ANDA was submitted. The Company filed suit in the United States District Court of Delaware
against Alkem on July 9, 2018, seeking an injunction to prevent the approval of Alkem’s ANDA and/or to prevent Alkem
from selling a generic version of DUEXIS. The litigation went to trial on September 14, 2020. On November 30, 2020, the
District Court issued an adverse judgment against the Company, invalidating U.S Patent No. 8,607,033 and finding that
Alkem’s generic product would not infringe the ‘033 patent. And following an adverse claim construction ruling, the District
Court entered a judgment that the Alkem generic product would not infringe U.S. Patent No. 8,607,451, subject to the
Company’s right to appeal the District Court’s claim construction ruling. On December 23, 2020, the Company initiated an
appeal of the adverse judgments on the ‘033 and ‘451 patents with the Federal Circuit Court of Appeals.
On September 26, 2018, the Company received notice from Teva Pharmaceuticals USA, Inc. (“Teva USA”) that it had
filed an ANDA with the FDA seeking approval of a generic version of DUEXIS. The ANDA contained a Paragraph IV
Patent Certification alleging that the patents covering DUEXIS are invalid and/or will not be infringed by Teva USA’s
manufacture, use or sale of the medicine for which the ANDA was submitted. The Company filed suit in the United States
District Court of New Jersey against Teva USA on July 2, 2020, seeking to prevent Teva USA from selling a generic version
of DUEXIS. The parties are currently engaged in discovery. The court has not yet set a trial date.
F-43
VIMOVO
On February 18, 2020, the FDA granted final approval for Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories
Ltd. (collectively, “Dr. Reddy’s”) generic version of VIMOVO. On February 27, 2020, Dr. Reddy’s launched its generic
version of VIMOVO in the United States, and the Company now faces generic competition with respect to VIMOVO. The
Company continues to assert claims of infringement against Dr. Reddy’s based on U.S. Patent No. 8,858,996 and U.S. Patent
No. 9,161,920 in the District Court for the District of New Jersey. Settlements have been reached with four other generic
companies: (i) Teva Pharmaceuticals Industries Limited (formerly known as Actavis Laboratories FL, Inc., which itself was
formerly known as Watson Laboratories, Inc. – Florida) and Actavis Pharma, Inc., (ii) Lupin Limited (“Lupin”) and Lupin
Pharmaceuticals, Inc., (iii) Mylan Pharmaceuticals Inc., Mylan Laboratories Limited, and Mylan Inc. (collectively, “Mylan”),
and (iv) Ajanta Pharma Ltd. and Ajanta Pharma USA Inc. Under the settlement agreements, the license entry date was
August 1, 2024; however, the entry date under all four licenses was accelerated and the licenses became effective upon Dr.
Reddy’s launch of its generic version of VIMOVO on February 27, 2020. A settlement has also been reached with Anchen
Pharmaceuticals, Inc. (“Anchen”) following its conversion of a prior Paragraph III Patent Certification to a Paragraph IV
Patent Certification. Under the Anchen settlement, the license entry date is upon the expiration of the ‘996 and ‘920 patents
on May 31, 2022, or potentially earlier upon certain circumstances.
On November 19, 2018, the District Court granted Dr. Reddy’s and Mylan’s summary judgment ruling that U.S Patent
Numbers 9,220,698 and 9,393,208 are invalid, and on January 21, 2019, it entered final judgment against the ‘698 and ‘208
patents and U.S. Patent Number 8,945,621. On February 21, 2019, the Company appealed the adverse judgments on the ‘208
and ‘698 patents to the Federal Circuit Court of Appeals. On January 6, 2021, the Federal Circuit affirmed the District Court
judgments invalidating the ‘208 and ‘698 patents.
PROCYSBI
On June 27, 2020, the Company received notice from Lupin that it had filed an ANDA with the FDA seeking approval
of a generic version of PROCYSBI. The ANDA contained a Paragraph IV Patent Certification alleging that the patents
covering PROCYSBI are invalid and/or will not be infringed by Lupin’s manufacture, use or sale of the medicine for which
the ANDA was submitted. The Company filed suit in the United States District Court of New Jersey against Lupin on
August 11, 2020, seeking to prevent Lupin from selling a generic version of PROCYSBI.
NOTE 17 – SHAREHOLDERS’ EQUITY
During the year ended December 31, 2020, the Company issued 13.6 million ordinary shares in connection with the
closing of its underwritten public equity offering on August 11, 2020. The Company received net proceeds of approximately
$919.8 million after deducting underwriting discounts and other offering expenses payable by the Company in connection
with such offering.
During the year ended December 31, 2020, the Company issued an aggregate of 5.9 million of ordinary shares in
connection with stock option exercises, the vesting of restricted stock units and performance stock units, and employee share
purchase plan purchases. The Company received a total of $53.0 million in net proceeds in connection with such issuances.
During the year ended December 31, 2020, the Company made payments of $66.5 million for employee withholding
taxes relating to share-based awards.
F-44
NOTE 18 – SHARE-BASED AND LONG-TERM INCENTIVE PLANS
Employee Stock Purchase Plan
2014 Employee Stock Purchase Plan. On May 17, 2014, HPI’s board of directors adopted the 2014 Employee Stock
Purchase Plan (the “2014 ESPP”). On September 18, 2014, at a special meeting of the stockholders of HPI (the “Special
Meeting”), HPI’s stockholders approved the 2014 ESPP. Upon consummation of the Company’s merger transaction with
Vidara (the “Vidara Merger”), the Company assumed the 2014 ESPP.
2020 Employee Stock Purchase Plan. On February 19, 2020, the compensation committee of the Company’s board of
directors (the “Compensation Committee”) adopted, subject to shareholder approval, the 2020 Employee Share Purchase Plan
(“2020 ESPP”), as successor to and continuation of the 2014 ESPP, including increasing the number of ordinary shares
available for issuance to the Company’s employees pursuant to the exercise of purchase rights under our purchase plans by
an additional 2,500,000 shares. On April 30, 2020, the shareholders of the Company approved the 2020 ESPP.
As of December 31, 2020, an aggregate of 2,994,723 ordinary shares were authorized and available for future issuance
under the 2014 ESPP and 2020 ESPP combined. The 2014 ESPP will terminate following its final purchase date in June
2021. Any unpurchased shares that remain subject to the share reserve of the 2014 ESPP following its final purchase date
will be added to the 2,500,000 shares initially approved for the 2020 ESPP’s share reserve and will be available for future
issuance pursuant to purchase rights granted under the 2020 ESPP.
Share-Based Compensation Plans
2011 Equity Incentive Plan. In July 2010, HPI’s board of directors adopted the 2011 Equity Incentive Plan (the “2011
EIP”). In June 2011, HPI’s stockholders approved the 2011 EIP, and it became effective upon the signing of the
underwriting agreement related to HPI’s initial public offering on July 28, 2011. Upon consummation of the Vidara Merger,
the Company assumed the 2011 EIP, and upon the effectiveness of the Horizon Therapeutics Public Limited Company 2014
Equity Incentive Plan (the “2014 EIP”), no additional stock awards were or will be made under the 2011 Plan, although all
outstanding stock awards granted under the 2011 Plan continue to be governed by the terms of the 2011 Plan.
2014 Equity Incentive Plan and 2014 Non-Employee Equity Plan. On May 17, 2014, HPI’s board of directors adopted
the 2014 EIP and the Horizon Therapeutics Public Limited Company 2014 Non-Employee Equity Plan (the “2014 Non-
Employee Equity Plan”). At the Special Meeting, HPI’s stockholders approved the 2014 EIP and 2014 Non-Employee
Equity Plan. Upon consummation of the Vidara Merger, the Company assumed the 2014 EIP and 2014 Non-Employee
Equity Plan, which serve as successors to the 2011 EIP.
The 2014 EIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted
stock awards, restricted stock unit awards, performance awards and other stock awards that may be settled in cash, shares or
other property to the employees of the Company (or a subsidiary company). During the year ended December 31, 2017, the
Compensation Committee approved an amendment to the 2014 EIP to reserve additional shares to be used exclusively for
grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following
a bona fide period of non-employment with the Company) (the “2017 Inducement Pool”), as an inducement material to the
individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules,
(“Rule 5635(c)(4)”). The 2014 EIP was amended by the Compensation Committee without shareholder approval pursuant to
Rule 5635(c)(4). An amendment to the 2014 EIP increasing the number of ordinary shares that may be issued under the 2014
EIP by 10,800,000 ordinary shares was approved by the Compensation Committee on February 21, 2018 and by the
shareholders of the Company on May 3, 2018.
On February 19, 2020, the Compensation Committee adopted, subject to shareholder approval, the 2020 Equity
Incentive Plan (“2020 EIP”), as successor to and continuation of the 2014 EIP, including increasing the number of ordinary
shares available for the grant of equity awards to the Company’s employees by an additional 6,900,000 shares. On April 30,
2020, the shareholders of the Company approved the 2020 EIP.
The 2014 Non-Employee Equity Plan provides for the grant of non-statutory stock options, stock appreciation rights,
restricted stock awards, restricted stock unit awards and other forms of stock awards that may be settled in cash, shares or
other property to the non-employee directors and consultants of the Company (or a subsidiary company). The Company’s
board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time.
F-45
On February 20, 2019, the Compensation Committee approved, subject to shareholder approval, an amendment to the
2014 Non-Employee Equity Plan, increasing the number of ordinary shares that may be issued under the 2014 Non-
Employee Equity Plan by 750,000 ordinary shares, subject to adjustment for certain changes in our capitalization. On May 2,
2019, the shareholders of the Company approved such amendment to the 2014 Non-Employee Equity Plan.
As of December 31, 2020, an aggregate of 12,381,337 ordinary shares were authorized and available for future grants
under the 2020 EIP and an aggregate of 574,193 ordinary shares were authorized and available for future grants under the
2014 Non-Employee Equity Plan.
Stock Options
The following table summarizes stock option activity during the year ended December 31, 2020:
Outstanding as of December 31, 2019
Granted
Exercised
Forfeited
Expired
Outstanding as of December 31, 2020
Exercisable as of December 31, 2020
Weighted
Average
Exercise Price
19.85
—
15.70
16.11
24.34
21.24
21.25
Options
9,564,202 $
—
(2,347,131)
(61,436)
(26,020)
7,129,615
7,012,012 $
Weighted
Average
Contractual Term
Remaining
(in years)
Aggregate
Intrinsic Value
(in thousands)
156,270
5.43 $
4.60
4.55 $
370,073
363,947
Stock options typically have a contractual term of ten years from grant date.
The following table summarizes the Company’s outstanding stock options at December 31, 2020:
Exercise Price Ranges
$2.01 - $4.00
$4.01- $8.00
$8.01 - $12.00
$12.01 - $17.00
$17.01 - $22.00
$22.01 - $28.00
$28.01 - $36.00
Options Outstanding
Number of options
outstanding
Weighted
Average
Weighted Average
Remaining
Contractual
Exercise Price Term (in years)
Number
Exercisable
Options Exercisable
Weighted Weighted Average
Average
Exercise
Price
Remaining
Contractual
Term (in years)
62,713 $
83,752
127,841
1,343,025
1,082,341
2,521,823
1,908,120
7,129,615 $
2.70
7.10
8.85
14.14
17.96
22.28
28.80
21.24
62,713 $
2.24
83,752
2.53
3.42
127,841
5.03 1,304,048
5.51 1,050,217
4.23 2,521,823
4.52 1,861,618
4.60 7,012,012 $
2.70
7.10
8.85
14.14
17.98
22.28
28.79
21.25
2.24
2.53
3.42
4.98
5.49
4.23
4.41
4.55
During the year ended December 31, 2020, the Company did not grant any stock options. During the years ended
December 31, 2019 and 2018, the Company granted stock options to purchase an aggregate of 69,752 and 403,973 ordinary
shares, respectively, with a weighted average grant date fair value of $15.77 and $6.93, respectively.
The total intrinsic value of the options exercised during the years ended December 31, 2020, 2019 and 2018 was $79.8
million, $28.2 million and $17.0 million, respectively. The total fair value of stock options vested during the years ended
December 31, 2020, 2019 and 2018 was $3.5 million, $13.8 million and $36.6 million, respectively.
F-46
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing
model. The determination of the fair value of each stock option is affected by the Company’s share price on the date of grant,
as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not
limited to, the Company’s expected share price volatility over the expected term of the awards and actual and projected stock
option exercise behavior. The weighted average fair value per share of stock option awards granted during the years ended
December 31, 2019 and 2018, and assumptions used to value stock options, are as follows:
Dividend yield
Risk-free interest rate
Weighted average volatility
Expected term (in years)
Weighted average grant date fair value per share of
options granted
2019
—
1.6%
56.5%
6.00
$
15.77
$
2018
—
2.3%-2.8%
49.5%
5.56
6.93
Dividend yields
The Company has never paid dividends and does not anticipate paying any dividends in the near future. Additionally,
the Credit Agreement (described in Note 13 above), as well as the indentures governing the 2027 Senior Notes, (described in
Note 13 above), contain covenants that restrict the Company from issuing dividends.
Risk-Free Interest Rate
The Company determined the risk-free interest rate by using a weighted average assumption equivalent to the expected
term based on the U.S. Treasury constant maturity rate as of the date of grant.
Volatility
The Company used an average historical share price volatility of comparable companies to be representative of future
share price volatility, as the Company did not have sufficient trading history for its ordinary shares.
Expected Term
Given the Company’s limited historical exercise behavior, the expected term of options granted was determined using
the “simplified” method since the Company did not have sufficient historical exercise data to provide a reasonable basis upon
which to estimate the expected term. Under this approach, the expected term was presumed to be the average of the vesting
term and the contractual life of the option.
Forfeitures
As share-based compensation expense recognized in the consolidated statements of comprehensive income (loss) is
based on awards ultimately expected to vest, it has been reduced for estimated forfeitures based on actual forfeiture
experience, analysis of employee turnover and other factors. The Company adopted ASU No. 2016-09 on January 1, 2017
and has elected to retain a forfeiture rate after adoption.
F-47
Restricted Stock Units
The following table summarizes restricted stock unit activity for the year ended December 31, 2020:
Outstanding as of December 31, 2019
Granted
Vested
Forfeited
Outstanding as of December 31, 2020
Number of
Units
Weighted Average
Grant-Date Fair
Value Per Units
6,541,224 $
2,781,080
(2,995,881)
(417,303)
5,909,120 $
18.55
39.01
18.21
25.40
27.87
The grant-date fair value of restricted stock units is the closing price of the Company’s ordinary shares on the date of
grant.
During the years ended December 31, 2020, 2019 and 2018, the Company granted 2,781,080, 3,581,848 and 4,983,368
restricted stock units to acquire shares of the Company’s ordinary shares to its employees and non-executive directors,
respectively, with a weighted average grant date fair value of $39.01, $21.69 and $15.85, respectively. The restricted stock
units vest annually, with a vesting period ranging from two to four years. The Company accounts for the restricted stock
units as equity-settled awards in accordance with ASU No. 2017-09. The total fair value of restricted stock units vested
during the years ended December 31, 2020, 2019 and 2018 was $54.6 million, $76.4 million and $43.6 million, respectively.
Performance Stock Unit Awards
The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31,
2020:
Outstanding as of December 31, 2019
Granted
Forfeited
Vested
Performance Based Adjustment (1)
Outstanding as of December 31, 2020
Weighted
Average
Grant-Date
Fair Value
Per Unit
Average
Illiquidity
Discount
Recorded
Weighted
Average
Fair Value
Per Unit
42.38
25.60
20.85
20.24
8.13% $
(1.34)%
0.00%
0.00%
38.94
25.94
20.85
20.24
Number
of Units
3,558,900
587,802
(224,145)
(1,401,574)
89,941
2,610,924
$
(1) Represents adjustment based on the net sales performance criteria meeting 119.2% of target as of December 31,
2019 for the 2019 PSUs (as defined below).
On January 4, 2019, the Company awarded PSUs to key executive participants (“2019 PSUs”). The 2019 PSUs utilize
two performance metrics, a short-term component tied to business performance and a long-term component tied to relative
compounded annual shareholder rate of return (“TSR”), as follows:
•
30% of the granted 2019 PSUs that may vest (such portion of the PSU award, the “2019 Relative TSR PSUs”)
are determined by reference to the level of the Company’s relative TSR over the three-year period ending
December 31, 2021, as measured against the TSR of each company included in the Nasdaq Biotechnology
Index (“NBI”) during such three-year period. Generally, in order to earn any portion of the 2019 Relative
TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of
January 1, 2022 or the date immediately prior to a change in control. If a change in control occurs prior to
December 31, 2021, the level of the Company’s relative TSR will be measured through the date of the change
in control.
F-48
•
70% of the granted 2019 PSUs that may vest (such portion of the PSU award, the “2019 Net Sales PSUs”), are
determined by reference to the Company’s net sales performance for its rare disease business unit (formerly
named the orphan business unit) and KRYSTEXXA. The rare disease business unit and KRYSTEXXA are
part of the orphan segment. During the year ended December 31, 2019, the net sales performance criteria was
met at 119.2% of target. Accordingly, one-third of the net sales PSUs portion have vested and the remaining
two-thirds will vest in equal installments in January 2021 and January 2022, subject to the participant’s
continued service with the Company through the applicable vesting dates.
On January 3, 2020, the Company awarded PSUs to key executive participants (“2020 PSUs”). The 2020 PSUs utilize
two performance metrics, a short-term component tied to business performance and a long-term component tied to relative
compounded annual TSR, as follows:
•
•
30% of the granted 2020 PSUs that may vest (such portion of the PSU award, the “2020 Relative TSR PSUs”)
are determined by reference to the level of the Company’s relative TSR over the three-year period ending
December 31, 2022, as measured against the TSR of each company included in the NBI during such three-
year period. Generally, in order to earn any portion of the 2020 Relative TSR PSUs, the participant must also
remain in continuous service with the Company through the earlier of January 1, 2023 or the date immediately
prior to a change in control. If a change in control occurs prior to December 31, 2022, the level of the
Company’s relative TSR will be measured through the date of the change in control.
70% of the 2020 PSUs that may vest (such portion of the PSU award, the “2020 Net Sales PSUs”) are
determined by reference to the Company’s net sales for certain components of its orphan segment.
As a result of the continued impact of the COVID-19 pandemic on certain aspects of the Company’s business, the
performance goals associated with certain of the Company’s performance-based equity awards no longer reflected the
Company’s expectations, causing the awards to lose their incentive to employees. Accordingly, on July 28, 2020 the
Compensation Committee approved a modification to 57% of the 2020 Net Sales PSUs awarded on January 3, 2020 that were
to vest based on KRYSTEXXA 2020 net sales. Those 2020 Net Sales PSUs related to KRYSTEXXA may now be earned
based on net sales of KRYSTEXXA achieved by the end of a modified 18-month performance period ending July 1, 2021
instead of a 12-month performance period ending December 31, 2020. As a result, the first one-third of any 2020 PSUs
earned will vest on July 1, 2021 and the vesting of the remaining two-thirds is unchanged and will vest one-third each on
January 5, 2022 and on January 5, 2023. There were twelve participants impacted by the modification. The total
compensation cost resulting from the modification is approximately $12.0 million and will be recognized over the remaining
requisite service period.
All PSUs outstanding at December 31, 2020 may vest in a range of between 0% and 200%, with the exception of the
modified KRYSTEXXA 2020 Net Sales PSUs which are now capped at 150%, based on the performance metrics described
above. The Company accounts for the 2019 PSUs and 2020 PSUs as equity-settled awards in accordance with ASC 718.
Because the value of the 2019 Relative TSR PSUs and 2020 Relative TSR PSUs are dependent upon the attainment of a level
of TSR, it requires the impact of the market condition to be considered when estimating the fair value of the 2019 Relative
TSR PSUs and 2020 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation
assumptions used related to the 2020 PSUs during the year ended December 31, 2020, include:
Valuation date stock price
Expected volatility
Risk-free rate
$
36.10
47.3%
1.5%
The value of the 2020 Net Sales PSUs is calculated at the end of each quarter based on the expected payout percentage
based on estimated full-period performance against targets, and the Company adjusts the expense quarterly.
F-49
On January 4, 2019, the Company awarded a company-wide grant of PSUs (the “TEPEZZA PSUs”). Vesting of the
TEPEZZA PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which approval was
received on May 2, 2019. The TEPEZZA PSUs were generally eligible to vest contingent upon receiving approval of the
TEPEZZA biologics license application from the FDA no later than September 30, 2020 and the employee’s continued
service with the Company. In January 2020, the Company received TEPEZZA approval from the FDA and the Company
started recognizing the expense related to the TEPEZZA PSUs on that date. As of December 31, 2020, there were 696,924
TEPEZZA PSUs outstanding. For members of the executive committee, one-third of the TEPEZZA PSUs vested on the
FDA approval date and one-third will vest on each of the first two anniversaries of the FDA approval date, subject to the
employee’s continued service through the applicable vesting dates. For all other participants, one-half of the TEPEZZA
PSUs vested on the FDA approval date and one-half vested on the one-year anniversary of the FDA approval date, subject to
the employee’s continued service through the vesting date.
Share-Based Compensation Expense
The following table summarizes share-based compensation expense included in the Company’s consolidated
statements of operations for the years ended December 31, 2020, 2019 and 2018 (in thousands):
Share-based compensation expense:
Cost of goods sold
Research and development
Selling, general and administrative
Total share-based compensation expense
For the Years Ended
December 31,
2019
2020
2018
$
$
7,203 $
13,973
125,451
146,627 $
3,818 $
9,117
78,280
91,215 $
3,699
8,880
102,281
114,860
During the years ended December 31, 2020 and 2019, the Company recognized $29.3 million and $9.1 million of a tax
benefit, respectively, related to share-based compensation resulting primarily from the fair value of equity awards in effect at
the time of the exercise of stock options and vesting of restricted stock units and PSUs. As of December 31, 2020, the
Company estimates that pre-tax unrecognized compensation expense of $139.2 million for all unvested share-based awards,
including stock options, restricted stock units and PSUs, will be recognized through the second quarter of 2023. The
Company expects to satisfy the exercise of stock options and future distribution of shares for restricted stock units and PSUs
by issuing new ordinary shares which have been reserved under the 2020 EIP.
Cash Incentive Program
On January 5, 2018, the Compensation Committee approved a performance cash incentive program for the Company’s
executive leadership team, including its executive officers (the “Cash Incentive Program”). Participants receiving awards
under the Cash Incentive Program are eligible to earn a cash bonus based upon the achievement of specified Company goals,
which both performance criteria were met on or before December 31, 2018. The Company determined that the cash bonus
award under the Cash Incentive Program is to be paid out at the maximum 150% target level of $14.1 million. The first and
second installments were paid in January 2019 and January 2020, respectively, and the remaining installment vested and was
paid in January 2021.
The Company accounted for the Cash Incentive Program as a deferred compensation plan under ASC 710 and is
recognizing the payout expense using straight-line recognition through the end of the 36-month vesting period. During the
year ended December 31, 2020, the Company recorded an expense of $3.7 million, to the consolidated statement of
comprehensive income (loss) related to the Cash Incentive Program.
F-50
NOTE 19 – INCOME TAXES
The Company’s income (loss) before expense (benefit) for income taxes by jurisdiction for the years ended
December 31, 2020, 2019 and 2018 is as follows (in thousands):
Ireland
United States
Other foreign
Income (loss) before expense (benefit) for income
taxes
$
For the Years Ended December 31,
2019
77,272 $
(21,269)
(76,227)
2020
94,527 $
(13,716)
320,834
2018
(10,944)
(179,388)
107,200
$
401,645 $
(20,224) $
(83,132)
The components of the expense (benefit) for income taxes were as follows for the years ended December 31, 2020,
2019 and 2018 (in thousands):
For the Years Ended December 31,
2019
2018
2020
Current expense (benefit) provision
Ireland
U.S. – Federal and State
Other foreign
Total current expense (benefit) provision
Deferred benefit provision
Ireland
U.S. – Federal and State
Other foreign
Total deferred benefit
Total expense (benefit) for income taxes
$
$
14,413 $
18,418
1,597
34,428
(1,233) $
(4,663)
1,257
(4,639)
$
(15,844) $ (556,370) $
(824)
(5,911)
(22,579)
11,849 $ (593,244) $
(7,581)
(24,654)
(588,605)
(245)
42,791
843
43,389
(14,184)
(62,788)
(11,169)
(88,141)
(44,752)
Total expense for income taxes was $11.8 million for the year ended December 31, 2020 and total benefit for income
taxes was $593.2 million and $44.8 million for the years ended December 31, 2019 and 2018, respectively. The current tax
expense of $34.4 million for the year ended December 31, 2020 was primarily attributable to an Irish corporation tax liability,
U.S. federal tax liability and U.S. state tax liabilities of $14.4 million, $12.7 million and $2.7 million, respectively, arising on
taxable income generated during the year ended December 31, 2020. The deferred tax benefit of $22.6 million for the year
ended December 31, 2020, was primarily attributable to $7.8 million deferred tax benefit resulting from the loss on debt
extinguishment recorded on exchange of our Exchangeable Senior Notes, the recognition of a deferred tax asset resulting
from an intercompany transfer of an intellectual property asset to an Irish subsidiary of $6.0 million and the tax benefit
recognized on intercompany inventory transfers of $5.9 million.
F-51
A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2020, 2019 and
2018 is as follows (in thousands):
Irish income tax at statutory rate (12.5%)
Foreign tax rate differential
Share-based compensation
U.S. federal and state tax credits
Intercompany inventory transfers
Change in U.S. state effective tax rate
NNotional interest deduction
Liquidation of foreign partnership
Write-off and reinstatement of U.S. deferred tax asset related
to interest expense carryforwards due to the Tax Act
Disallowed interest
U.S state income taxes
Uncertain tax positions
Change in valuation allowances
Intercompany transfer of IP assets
NNon-deductible in-process research and development costs
Disqualified compensation expense
Write-off of U.S. deferred tax asset related to interest
expense due to Anti-Hybrid Rules
Other, net
Expense (benefit) for income taxes
Effective income tax rate
$
For the Years Ended December 31,
2019
2018
2020
(2,528) $(10,392)
$ 50,206
8,927
14,111
(46,382)
21,383
(4,614)
(23,793)
(4,405)
(16,752)
(13,809)
(11,169)
(24,654)
(5,918)
8,103
(1,551)
(1,737)
—
(24,455)
(19,982)
— (42,689)
—
—
236
724
1,593
4,183
5,193
9,475
14,601
— (37,392)
3,023
(6,515)
2,456
(1,115)
45,780
—
4,831
1,749
(135)
(382)
4,069
(553,334)
—
7,219
15,250
2,027
$ 11,849
—
3,540
—
(1,123)
$(593,244) $(44,752)
3.0% 2933.5%
53.8%
The overall effective income tax rate for 2020 of 3.0% was a lower rate than the Irish statutory rate of 12.5% primarily
attributable to a tax benefit of $46.4 million recognized on the pre-tax income and losses generated in jurisdictions with
statutory tax rates different than the Irish statutory tax rate, the excess tax benefits recognized on share-based compensation
of $23.8 million and $13.8 million of U.S. Federal and state tax credits generated during the year. These tax benefits are
partially offset by tax expense of $15.2 million recorded following the publication by the United States Department of
Treasury and the Internal Revenue Service of the Final Regulations on the Anti-Hybrid Rules to write off a deferred tax asset
related to certain interest expense accrued to a foreign related party, a tax expense of $14.6 million on non-deductible
officer’s compensation and tax expense of $9.5 million on non-deductible IPR&D expenses recorded in connection with the
acquisition of Curzion.
The overall effective income tax rate for 2019 of 2,933.5% was a higher benefit rate than the Irish statutory rate of
12.5% primarily attributable to the recognition of a $553.3 million deferred tax asset resulting from an intercompany transfer
of intellectual property assets to an Irish subsidiary, a $24.7 million tax benefit recognized on intercompany inventory
transfers, a $20.0 million tax benefit recognized on the Company’s notional interest deduction, $16.8 million of U.S. Federal
and state tax credits generated during the year (inclusive of the deferred credit amortization) and the excess tax benefits
recognized on share-based compensation of $4.6 million. These tax benefits are partially offset by tax expense of $14.1
million on the pre-tax income and losses generated in jurisdictions with statutory tax rates different than the Irish statutory
tax rate, a tax expense of $7.2 million on non-deductible officer’s compensation and a tax expense of $4.1 million on
increases in net valuation allowances.
F-52
The overall effective income tax rate for 2018 of 53.8% was a higher benefit rate than the Irish statutory rate of 12.5%
primarily due to a $42.7 million U.S. federal tax benefit and $7.9 million U.S. state tax benefit was recorded with respect to
the liquidation of a foreign partnership, a $37.4 million tax benefit resulting from a measurement period adjustment under
SAB 118 to reinstate the deferred tax asset related to our U.S. interest expense carryforwards under Section 163(j) of the
Internal Revenue Code (“Section 163(j)”) to reflect the guidance issued by the U.S. Treasury Department and the U.S.
Internal Revenue Service in Notice 2018-28, a $24.5 million tax benefit on the Company’s notional interest deduction and a
$11.2 million tax benefit recognized on intercompany inventory transfers. These tax benefits are partially offset by tax
expense of $45.8 million on an intercompany transfer of asset other than inventory, a tax expense of $21.4 million on non-
deductible share-based compensation expenses, which includes the previously recognized share-based compensation expense
relating to PSUs which was charged to income tax expense during the year ended December 31, 2018, of $23.3 million, a tax
expense of $8.9 million on the income earned in higher tax rate jurisdictions and a tax expense of $8.1 million resulting from
the remeasurement of net U.S. deferred tax liabilities attributable to state legislation as enacted during the current year.
The change in the effective income tax rate in 2020 compared to that in 2019 was primarily due to the recognition of a
deferred tax asset of $553.3 million resulting from an intercompany transfer of intellectual property assets to an Irish
subsidiary during the year ended December 31, 2019.
The increase in the effective income tax rate in 2019 compared to that in 2018 was primarily due to the recognition of a
deferred tax asset of $553.3 million resulting from an intercompany transfer of intellectual property assets to an Irish
subsidiary during the year ended December 31, 2019.
Significant components of the Company’s net deferred tax assets and liabilities, are as follows (in thousands):
Deferred tax assets:
Intangible assets
Net operating loss carryforwards
Intercompany interest
Accrued compensation
Accruals and reserves
U.S. federal and state credits
Other
Total deferred tax assets
Valuation allowance
Deferred tax assets, net of valuation allowance
Deferred tax liabilities:
Debt discount
Other
Total deferred tax liabilities
Net deferred income tax asset
As of December 31,
2020
2019
$
$
362,599 $
34,258
42,239
54,770
18,267
17,893
—
530,026
(33,985)
496,041 $
332,764
35,762
60,885
40,851
14,097
12,977
5,345
502,681
(29,268)
473,413
$
1,271 $
403
1,674
12,495
—
12,495
$ (494,367) $ (460,918)
the Tax Act. SAB 118 provided a measurement period that should not extend beyond one year from the date of enactment
for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, during the year
ended December 31, 2017, the Company reflected the income tax effects of those aspects of the Tax Act for which the
accounting under ASC 740 was complete. To the extent that the Company’s accounting for certain income tax effects of the
Tax Act was incomplete but it was able to determine a reasonable estimate, the Company recorded a provisional estimate in
the consolidated financial statements for the year ended December 31, 2017. As of December 31, 2017, the Company had
not completed its accounting for the effects of the Tax Act. However, the Company had made reasonable estimates of the
effects on its income tax provision with respect to certain items, primarily the revaluation of its existing U.S. deferred tax
balances and the write-off of its U.S. deferred tax assets resulting from interest expense carryforwards under Section 163(j).
The Company recognized a net income tax benefit of $84.0 million for the year ended December 31, 2017, associated with
the items it could reasonably estimate. This benefit reflects the revaluation of its U.S. net deferred tax liability based on the
U.S. federal tax rate of 21%, partially offset by the write-off of the deferred tax asset related to its U.S. interest expense
carryforwards.
F-53
On April 2, 2018, the U.S. Treasury Department and the U.S. Internal Revenue Service issued Notice 2018-28 (“the
Notice”) which provides guidance for computing the business interest expense limitation under the Tax Act and clarifies the
treatment of interest disallowed and carried forward under Section 163(j), prior to enactment of the Tax Act. In accordance
with the measurement period provisions under SAB 118 and the guidance in the Notice the Company reinstated the deferred
tax asset related to its U.S. interest expense carryforwards under Section 163(j) based on the revised U.S. federal tax rate of
21% plus applicable state tax rates. The impact of the deferred tax asset reinstatement in accordance with SAB 118 was a
$37.4 million increase to the Company’s benefit for income taxes and a corresponding decrease to the U.S. group net
deferred tax liability position. The impact of this reinstatement has been recognized as a discrete tax adjustment during the
year ended December 31, 2018 and resulted in a 45.0% increase in the Company’s effective tax rate during the period. In the
fourth quarter of 2018, the Company completed our analysis to determine the effect of the Tax Act and recorded immaterial
adjustments as of December 31, 2018 which related to return to provision adjustments which impacted the U.S. net deferred
tax liabilities.
No provision has been made for income taxes on undistributed earnings of subsidiaries because it is the Company’s
intention to indefinitely reinvest outside of Ireland undistributed earnings of its subsidiaries. In the event of the distribution
of those earnings to Ireland in the form of dividends, a sale of the subsidiaries, or certain other transactions, the Company
may be liable for income taxes in Ireland. The cumulative unremitted earnings of the Company as of December 31, 2020,
were approximately $4.6 billion, and the Company estimates that it would incur approximately $88.2 million of additional
income tax on unremitted earnings were they to be remitted to Ireland.
As of December 31, 2020, the Company had net operating loss carryforwards of approximately $61.5 million for U.S.
federal, $25.0 million for various U.S. states and $6.2 million for non-U.S. losses. Net operating loss carryforwards for U.S.
federal income tax purposes that were generated prior to January 1, 2018, have a twenty-year carryforward life and the
earliest layers will begin to expire in 2031. Under the Tax Act, as modified by the Coronavirus Aid, Relief, and Economic
Security Act (“CARES Act”), U.S. federal net operating losses incurred in taxable years beginning after December 31, 2017
may be carried forward indefinitely, but the deductibility of federal net operating losses generated in taxable years beginning
after December 31, 2017, to the extent such net operating losses are carried forward into taxable years beginning after
December 31, 2020, is limited to 80 percent of the then current year’s taxable income. Under the CARES Act, U.S. federal
net operating losses arising in a tax year beginning after December 31, 2017, and before January 1, 2021, can be carried back
five years. It remains uncertain if and to what extent various U.S. states will conform to the Tax Act and the CARES Act.
U.S. state net operating losses will start to expire in 2021 for the earliest net operating loss layers to the extent there is not
sufficient state taxable income to utilize those net operating loss carryovers. Irish net operating losses may be carried
forward indefinitely and therefore have no expiration. Utilization of the U.S. net operating loss carryforwards may be subject
to annual limitations as prescribed by federal and state statutory provisions. The imposition of the annual limitations may
result in a portion of the net operating loss carryforwards expiring unused.
Utilization of certain net operating loss and tax credit carryforwards in the United States is subject to an annual
limitation due to ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code. The
Company is limited under the annual limitation of $7.7 million from the year 2021 until 2028 on certain net operating losses
generated before an August 2, 2012 ownership change. The U.S. federal net operating loss carryforward and U.S. federal tax
credit carryforward limitation is cumulative such that any use of the carryforwards below the limitation in a particular tax
year will result in a corresponding increase in the limitation for the subsequent tax year.
At December 31, 2020, the Company had $5.0 million and $19.2 million of U.S. federal and state income tax credits,
respectively, to reduce future tax liabilities. The federal income tax credits consisted primarily of research and development
credits. The U.S. state income tax credits consisted primarily of California research and development credits and the Illinois
Economic Development for a Growing Economy (“EDGE”) tax credits. The U.S. federal research and development credits
have a twenty-year carryforward life and will begin to expire in 2040. The California research and development credits have
indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following
the year of generation and will begin to expire in 2021.
F-54
A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2020,
2019 and 2018 is as follows (in thousands):
Valuation allowances at December 31, 2017
Increase for 2018 activity
Release of valuation allowances
Valuation allowances at December 31, 2018
Increase for 2019 activity
Release of valuation allowances
Valuation allowances at December 31, 2019
Increase for 2020 activity
Release of valuation allowances
Valuation allowances at December 31, 2020
$
$
$
$
(25,650)
(3,328)
2,506
(26,472)
(5,693)
2,897
(29,268)
(8,841)
4,124
(33,985)
Deferred tax valuation allowances increased by $4.7 million during the year ended December 31, 2020, increased by
$2.8 million during the year ended December 31, 2019 and decreased by $0.8 million during the year ended December 31,
2018. For the year ended December 31, 2020, the net increase in valuation allowances resulted primarily from additional
U.S. state tax credits and state net operating losses which are unlikely to be realized in the foreseeable future, partially offset
ff
by the release of a portion of the valuation allowances with respect to the U.S. capital loss carryforwards which expired
unused. The Company continues to carry its deferred tax asset established in Ireland, which was recognized at the end of
2019, pursuant to an intercompany transfer of intellectual property assets. The Company has evaluated the need for a
valuation allowance with respect to this deferred tax asset, and as part of that analysis, the Company reviewed its projected
earnings in the foreseeable future. Based upon all available evidence, it is more likely than not that we would be able to fully
realize the tax benefit on the deferred tax asset resulting from the intercompany transfer of intellectual property assets.
The changes in the Company's uncertain income tax positions for the years ended December 31, 2020, 2019 and 2018,
excluding interest and penalties, consisted of the following (in thousands):
Beginning balance – uncertain tax positions
Tax positions in the year:
Additions
Acquired uncertain tax positions
Tax positions related to prior years:
Additions
Settlements and lapses
Ending balance – uncertain tax positions
For the Years Ended
December 31,
2019
26,306 $ 23,404
2018
2020
$ 27,428 $
3,837
—
2,553
—
1,899
—
—
(1,834)
$ 29,431 $
1,531
1,663
(3,094)
(528)
27,428 $ 26,306
For the year ended December 31, 2020, the net increase in uncertain tax positions was primarily attributable to
additional U.S. federal research and development credits generated during the year, partially offset by lapses in statute for a
portion of uncertain tax positions in jurisdictions outside of the United States. In the Company’s consolidated balance sheet,
uncertain tax positions (including interest and penalties) of $24.8 million were included in other long-term liabilities, and an
additional $6.4 million was included in deferred tax assets.
At December 31, 2020, penalties of $0.3 million and interest of $1.5 million are included in the balance of the
uncertain tax positions and penalties of $0.2 million and interest of $2.0 million were included in the balance of uncertain tax
positions at December 31, 2019. The Company classifies interest and penalties with respect to income tax liabilities as a
component of income tax expense. The Company assessed that its liability for uncertain tax positions will not significantly
change within the next twelve months. If these uncertain tax positions are released, the impact on the Company’s tax
provision would be a benefit of $30.2 million, including interest and penalties.
F-55
The Company files income tax returns in Ireland, in the United States for federal and various states, as well as in
certain other jurisdictions. At December 31, 2020, all open tax years in U.S. federal and certain state jurisdictions date back
to 2006 due to the taxing authorities’ ability to adjust operating loss carryforwards. In Ireland, the statute of limitations
expires five years from the end of the tax year or four years from the time a tax return is filed, whichever is later. Therefore,
the earliest year open to examination is 2016 with the lapse of statute occurring in 2021. No changes in settled tax years have
occurred to date.
NOTE 20 – EMPLOYEE BENEFIT PLANS
The Company sponsors a defined contribution 401(k) retirement savings plan covering all of its U.S. employees,
whereby an eligible employee may elect to contribute a portion of his or her salary on a pre-tax basis, subject to applicable
federal limitations. The Company is not required to make any discretionary matching of employee contributions. The
Company makes a matching contribution equal to 100% of each employee’s elective contribution to the plan of up to 3% of
the employee’s eligible pay, and 50% for the next 2% of the employee’s eligible pay. The full amount of this employer
contribution is immediately vested in the plan. For the years ended December 31, 2020, 2019 and 2018, the Company
recorded defined contribution expense of $12.0 million, $6.2 million and $5.2 million, respectively. The Company recorded
an out of period adjustment during the year ended December 31, 2020, that increased employee benefit plan expense. Refer
to Note 1 for further detail.
The Company’s wholly owned Irish subsidiary sponsors a defined contribution plan covering all of its employees in
Ireland. For the years ended December 31, 2020, 2019 and 2018, the Company recognized expenses of $0.8 million, $0.6
million and $0.6 million, respectively, under this plan.
The Company has a non-qualified deferred compensation plan for executives. The deferred compensation plan
obligations are payable in cash upon retirement, termination of employment and/or certain other times in a lump-sum
distribution or in installments, as elected by the participant in accordance with the plan. As of December 31, 2020 and 2019,
the deferred compensation plan liabilities totaled $18.4 million and $12.7 million, respectively, and are included in “other
long-term liabilities” in the consolidated balance sheet. The Company held funds of approximately $18.4 million and $12.7
million in an irrevocable grantor's rabbi trust as of December 31, 2020 and 2019, respectively, related to this plan. Rabbi
trust assets are classified as trading marketable securities and are included in “other current assets” in the consolidated
balance sheets. Unrealized gains and losses on these marketable securities are included in “other income” in the consolidated
statements of comprehensive income (loss). For the years ended December 31, 2020, 2019 and 2018, the Company
recognized expenses of $1.1 million, $1.1 million and $0.9 million, respectively, under this plan.
NOTE 21 – SUBSEQUENT EVENT
On January 31, 2021, the Company entered into an Agreement and Plan of Merger with Viela and the other parties
signatory thereto, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding
shares of Viela common stock for $53.00 per share in cash, which represents a fully diluted equity value of approximately
$3.05 billion, or approximately $2.67 billion net of Viela's cash and cash equivalents. The transaction is expected to close by
the end of the first quarter of 2021.
In addition, in connection with the Company’s pending acquisition of Viela, the Company entered into an amended and
restated commitment letter (the “Commitment Letter”) with Morgan Stanley Senior Funding, Inc., Citigroup Global Markets,
Inc. and JPMorgan Chase Bank, N.A. (together, the “Commitment Parties”), pursuant to which the Commitment Parties have
provided commitments, subject to certain conditions, to provide $1,300 million of senior secured term loans, the proceeds of
which, in addition to a portion of the Company’s existing cash on hand, will be used to pay the consideration for the Viela
acquisition.
F-56
NOTE 22 – SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table provides a summary of selected financial results of operations by quarter for the years ended
December 31, 2020 and 2019 (in thousands, except per share data):
2020
NNet sales
Gross profit
Operating (loss) income
NNet (loss) income
NNet (loss) income per ordinary share - basic
NNet (loss) income per ordinary share - diluted
2019
NNet sales
Gross profit
Operating (loss) income
NNet (loss) income
NNet (loss) income per ordinary share - basic
NNet (loss) income per ordinary share - diluted
First
$ 355,909
258,493
(16,491)
(13,591)
Second
$ 462,779
341,264
37,864
(80,010)
$
(0.07) $
(0.07)
(0.42) $
(0.42)
Third
$ 636,427
484,952
228,582
292,840
1.38
1.31
First
$ 280,371
192,229
(1,795)
(32,863)
$
(0.19) $
(0.19)
Second
$ 320,647
231,484
25,112
(5,120)
(0.03) $
(0.03)
Third
$ 335,466
245,517
48,619
18,234
0.10
0.09
Fourth
$ 745,314
583,025
240,071
190,557
0.86
0.82
$
Fourth (1)
$ 363,545
268,624
54,675
592,769
3.16
2.84
$
(1) During the year ended December 31, 2019, the Company prospectively applied the if-converted method to the Exchangeable Senior Notes
when determining the diluted net income (loss) per share.
F-57
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS
For Each of the Three Fiscal Years Ended December 31, 2020, 2019 and 2018:
Valuation and Qualifying Accounts
(in thousands)
Year ended December 31, 2020:
Allowance for prompt pay discounts
Year ended December 31, 2019:
Allowance for prompt pay discounts
Year ended December 31, 2018:
Allowance for prompt pay discounts
Balance at
beginning
of period
Additions
charged to
costs and
expenses
Deductions
from
reserves
Balance at
end of
period
45,082
7,189
39,041
9,113
37,862
9,234
16,446
45,886
25,813
64,968
25,111
75,121
(20,610)
(47,895)
(19,772)
(66,892)
(23,932)
(75,242)
40,918
5,180
45,082
7,189
39,041
9,113
F-58
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Dated: February 24, 2021
HORIZON THERAPEUTICS PLC
By:
/s/ TIMOTHY WALBERT
Timothy Walbert
President, Chief Executive Officer and
Chairman of the Board
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Timothy Walbert and Paul W. Hoelscher, and each of them, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this report, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
/s/ TIMOTHY WALBERT
Timothy Walbert
President, Chief Executive Officer and Chairman of
the Board (Principal Executive Officer)
/s/ PAUL W. HOELSCHER
Paul W. Hoelscher
Executive Vice President and Chief Financial
Officer (Principal Financial Officer)
/s/ MILES W. MCHUGH
Miles W. McHugh
/s/ MICHAEL GREY
Michael Grey
/s/ WILLIAM F. DANIEL
William F. Daniel
/s/ JEFF HIMAWAN
Jeff Himawan, Ph.D.
/s/ SUSAN MAHONY
Susan Mahony, Ph.D.
/s/ GINO SANTINI
Gino Santini
/s/ JAMES SHANNON
James Shannon, M.D.
/s/ H. THOMAS WATKINS
H. Thomas Watkins
/s/ PASCALE WITZ
Pascale Witz
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
DATE
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
February 24, 2021
Board of
Directors
Timothy P. Walbert
Chairman, President and
Chief Executive Officer
Horizon Therapeutics plc
Michael Grey
Lead Independent Director
Chairman, Mirum Pharmaceuticals, Inc.
William F. Daniel
Chairman, Malin Corporation plc
Jeff Himawan, Ph.D.
Managing Director, Essex Woodlands
Health Ventures, L.P.
Susan Mahony, Ph.D.
Director, Zymeworks Inc.
Gino Santini
Company
Information
Corporate Headquarters
Connaught House, 1st Floor
1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
+353 1 772 2100
Horizontherapeutics.com
Ordinary Shares
Horizon Therapeutics plc ordinary shares are traded on
the Nasdaq Global Market under the symbol “HZNP.”
Annual General Meeting
The annual general meeting of shareholders will
be held at 3 p.m. local time on April 29, 2021, at:
Horizon Therapeutics plc Corporate Headquarters
Connaught House, 1st Floor
1 Burlington Road, Dublin 4, D04 C5Y6, Ireland
Independent Registered
Public Accounting Firm
PricewaterhouseCoopers LLP,
One North Wacker Drive, Chicago, IL 60606
Director, Intercept Pharmaceuticals, Inc.
Transfer Agent And Registrar
James Shannon, M.D.
Chairman, MannKind Corporation
H. Thomas Watkins
Chairman, Vanda Pharmaceuticals Inc.
Pascale Witz
Director, PerkinElmer Inc.
Computershare Investor Services
computershare.com
Ireland
3100 Lake Drive, Citywest Business Campus,
Dublin 24, D24 AK82, Ireland
+353 1 216 3128
United States
462 South 4th Street, Suite 1600, Louisville, KY 40202
+1 866 286-9155 (in the U.S.)
+1 732 491-0661 (outside the U.S.)
Corporate Counsel
Cooley LLP, 4401 Eastgate Mall, San Diego, CA 92121
Irish Counsel
Matheson, 70 Sir John Rogerson’s Quay, Dublin 2,
D02 R296, Ireland
Investor Relations
investor-relations@horizontherapeutics.com
SEC Form 10-K
A copy of our annual report on Form 10-K filed with the Securities and
Exchange Commission is available without charge by calling or writing
to our corporate headquarters address provided above.