v3.25.4
Acquisitions
12 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
We engage in various forms of business development activities to enhance or refine our product pipeline, including acquisitions, collaborations, investments, and licensing arrangements. In connection with these arrangements, our partners may be entitled to future royalties and/or commercial milestones based on sales if the products are approved for commercialization and/or milestones based on the successful progress of compounds through the development process. We account for each arrangement as either a business combination or an asset acquisition in accordance with GAAP.
Business Combinations
When an acquisition met the definition of a business under GAAP, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date in our consolidated financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill. The results of operations of the acquisition are included in our consolidated financial statements from the date of acquisition.
Verve Acquisition
Overview of Transaction
In July 2025, we acquired all shares of Verve Therapeutics, Inc. (Verve) for a purchase price of $10.50 per share in cash (or an aggregate of $549 million, net of cash acquired), plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $3.00 per share (or an aggregate of up to approximately $300 million) payable, subject to certain terms and conditions, upon the achievement of a certain specified milestone. Verve is developing genetic medicines for cardiovascular disease.
Assets Acquired and Liabilities Assumed
Our access to information was limited prior to this acquisition. As a consequence, we are in the process of determining fair values and tax bases of the assets acquired and liabilities assumed, including the identification and valuation of intangible assets and tax exposures. The final determination of these amounts will be completed as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.
The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at July 25, 2025
Cash$389 
Acquired IPR&D(1)
608
Goodwill(2)
127
Other assets and liabilities, net39 
Acquisition date fair value of consideration transferred 1,163 
Less:
Cash acquired(389)
Fair value of CVR liability(177)
Fair value of equity interest in Verve held before the business combination(48)
Cash paid, net of cash acquired$549 
(1) Acquired IPR&D intangibles primarily relate to VERVE-102 (PCSK9 Editor).
(2) The goodwill recognized from this acquisition is primarily attributable to future unidentified projects and products and the assembled workforce for Verve, which is not deductible for tax purposes.
Manufacturing Facility Acquisition
Overview of Transaction
In May 2024, we acquired NexPharm Parent HoldCo, LLC and Isopro Holdings, LLC, which together own the assets of a manufacturing site in Wisconsin, for a purchase price of $925 million, net of cash acquired. The facility expands our global parenteral (injectable) product manufacturing network.
Assets Acquired and Liabilities Assumed
In connection with this acquisition, we recognized $817 million of goodwill, which is primarily attributable to the synergies between the manufacturing capabilities of the site and our products as well as the assembled workforce of the site and is deductible for tax purposes, as well as $109 million of property and equipment.
POINT Acquisition
Overview of Transaction
In December 2023, we acquired all shares of POINT Biopharma Global Inc. (POINT) for a purchase price of $12.50 per share in cash (or an aggregate of $1.0 billion, net of cash acquired). POINT has capabilities in radiopharmaceutical discovery, development, and manufacturing efforts, as well as clinical and pre-clinical radioligand therapies in development for the treatment of cancer.
Assets Acquired and Liabilities Assumed
The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at December 27, 2023
Cash$303 
Acquired IPR&D196
Goodwill(1)
854
Other assets and liabilities, net(14)
Acquisition date fair value of consideration transferred 1,339 
Less:
Cash acquired(303)
Cash paid, net of cash acquired$1,036 
(1) The goodwill recognized from this acquisition is primarily attributable to the radiopharmaceutical discovery, development, and manufacturing capabilities and the assembled workforce for POINT, which is not deductible for tax purposes.
Asset Acquisitions
Upon each asset acquisition, the cost allocated to acquired IPR&D was immediately expensed as acquired IPR&D if the compound had no alternative future use. Milestone payment obligations incurred prior to regulatory approval of the compound were expensed as acquired IPR&D when the event triggering an obligation to pay the milestone occurred. We recognized acquired IPR&D charges of $2.9 billion, $3.3 billion, and $3.8 billion for the years ended December 31, 2025, 2024, and 2023, respectively. The following table summarizes our significant acquired IPR&D charges during 2025, 2024, and 2023.
Counterparty
Compound, Therapy, or Asset
Acquisition Month
Phase of Development(1)
Acquired IPR&D Charge
SiteOneSTC-004, Nav1.8 inhibitor for the treatment of painJuly
2025
Phase 1$494 
ScorpionSTX-478, PI3Kα inhibitor for the treatment of breast cancer and other advanced solid tumorsMarch 2025Phase 11,412 
MorphicMORF-057, inhibitor of α4β7 integrin for the treatment of inflammatory bowel diseaseAugust 2024Phase 22,549 
DICE Therapeutics, Inc. (DICE)
DC-806, an oral IL-17 inhibitor for the treatment of chronic diseases in immunology(2)
August 2023Phase 21,916 
Versanis Bio, Inc. (Versanis)Bimagrumab, a monoclonal antibody for the treatment of people living with obesity and obesity-related complicationsAugust 2023Phase 2604 
Emergence Therapeutics AG (Emergence)
ETx-22, a Nectin-4 antibody-drug conjugate for the treatment of urothelial cancerAugust 2023Pre-clinical407 
(1) The phase of development presented is as of the date of the arrangement and represents the phase of development of the most advanced asset acquired, where applicable.
(2) In 2024, we discontinued development of this molecule in favor of another molecule in development.
Acquisitions Acquisitions
We engage in various forms of business development activities to enhance or refine our product pipeline, including acquisitions, collaborations, investments, and licensing arrangements. In connection with these arrangements, our partners may be entitled to future royalties and/or commercial milestones based on sales if the products are approved for commercialization and/or milestones based on the successful progress of compounds through the development process. We account for each arrangement as either a business combination or an asset acquisition in accordance with GAAP.
Business Combinations
When an acquisition met the definition of a business under GAAP, the assets acquired and liabilities assumed were recorded at their respective fair values as of the acquisition date in our consolidated financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill. The results of operations of the acquisition are included in our consolidated financial statements from the date of acquisition.
Verve Acquisition
Overview of Transaction
In July 2025, we acquired all shares of Verve Therapeutics, Inc. (Verve) for a purchase price of $10.50 per share in cash (or an aggregate of $549 million, net of cash acquired), plus one non-tradeable contingent value right (CVR) per share that entitles the holder to receive up to an additional $3.00 per share (or an aggregate of up to approximately $300 million) payable, subject to certain terms and conditions, upon the achievement of a certain specified milestone. Verve is developing genetic medicines for cardiovascular disease.
Assets Acquired and Liabilities Assumed
Our access to information was limited prior to this acquisition. As a consequence, we are in the process of determining fair values and tax bases of the assets acquired and liabilities assumed, including the identification and valuation of intangible assets and tax exposures. The final determination of these amounts will be completed as soon as possible but no later than one year from the acquisition date. The final determination may result in asset and liability fair values and tax bases that differ from the preliminary estimates and require changes to the preliminary amounts recognized.
The following table summarizes the preliminary amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at July 25, 2025
Cash$389 
Acquired IPR&D(1)
608
Goodwill(2)
127
Other assets and liabilities, net39 
Acquisition date fair value of consideration transferred 1,163 
Less:
Cash acquired(389)
Fair value of CVR liability(177)
Fair value of equity interest in Verve held before the business combination(48)
Cash paid, net of cash acquired$549 
(1) Acquired IPR&D intangibles primarily relate to VERVE-102 (PCSK9 Editor).
(2) The goodwill recognized from this acquisition is primarily attributable to future unidentified projects and products and the assembled workforce for Verve, which is not deductible for tax purposes.
Manufacturing Facility Acquisition
Overview of Transaction
In May 2024, we acquired NexPharm Parent HoldCo, LLC and Isopro Holdings, LLC, which together own the assets of a manufacturing site in Wisconsin, for a purchase price of $925 million, net of cash acquired. The facility expands our global parenteral (injectable) product manufacturing network.
Assets Acquired and Liabilities Assumed
In connection with this acquisition, we recognized $817 million of goodwill, which is primarily attributable to the synergies between the manufacturing capabilities of the site and our products as well as the assembled workforce of the site and is deductible for tax purposes, as well as $109 million of property and equipment.
POINT Acquisition
Overview of Transaction
In December 2023, we acquired all shares of POINT Biopharma Global Inc. (POINT) for a purchase price of $12.50 per share in cash (or an aggregate of $1.0 billion, net of cash acquired). POINT has capabilities in radiopharmaceutical discovery, development, and manufacturing efforts, as well as clinical and pre-clinical radioligand therapies in development for the treatment of cancer.
Assets Acquired and Liabilities Assumed
The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition date:
Estimated Fair Value at December 27, 2023
Cash$303 
Acquired IPR&D196
Goodwill(1)
854
Other assets and liabilities, net(14)
Acquisition date fair value of consideration transferred 1,339 
Less:
Cash acquired(303)
Cash paid, net of cash acquired$1,036 
(1) The goodwill recognized from this acquisition is primarily attributable to the radiopharmaceutical discovery, development, and manufacturing capabilities and the assembled workforce for POINT, which is not deductible for tax purposes.
Asset Acquisitions
Upon each asset acquisition, the cost allocated to acquired IPR&D was immediately expensed as acquired IPR&D if the compound had no alternative future use. Milestone payment obligations incurred prior to regulatory approval of the compound were expensed as acquired IPR&D when the event triggering an obligation to pay the milestone occurred. We recognized acquired IPR&D charges of $2.9 billion, $3.3 billion, and $3.8 billion for the years ended December 31, 2025, 2024, and 2023, respectively. The following table summarizes our significant acquired IPR&D charges during 2025, 2024, and 2023.
Counterparty
Compound, Therapy, or Asset
Acquisition Month
Phase of Development(1)
Acquired IPR&D Charge
SiteOneSTC-004, Nav1.8 inhibitor for the treatment of painJuly
2025
Phase 1$494 
ScorpionSTX-478, PI3Kα inhibitor for the treatment of breast cancer and other advanced solid tumorsMarch 2025Phase 11,412 
MorphicMORF-057, inhibitor of α4β7 integrin for the treatment of inflammatory bowel diseaseAugust 2024Phase 22,549 
DICE Therapeutics, Inc. (DICE)
DC-806, an oral IL-17 inhibitor for the treatment of chronic diseases in immunology(2)
August 2023Phase 21,916 
Versanis Bio, Inc. (Versanis)Bimagrumab, a monoclonal antibody for the treatment of people living with obesity and obesity-related complicationsAugust 2023Phase 2604 
Emergence Therapeutics AG (Emergence)
ETx-22, a Nectin-4 antibody-drug conjugate for the treatment of urothelial cancerAugust 2023Pre-clinical407 
(1) The phase of development presented is as of the date of the arrangement and represents the phase of development of the most advanced asset acquired, where applicable.
(2) In 2024, we discontinued development of this molecule in favor of another molecule in development.