Acquisition, In-Licensing Arrangement and Sale of Investment |
3 Months Ended |
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Mar. 29, 2026 | |
| Research and Development [Abstract] | |
| Acquisition, In-Licensing Arrangement and Sale of Investment | Acquisition, In-Licensing Arrangement and Sale of Investment A. Acquisition Metsera––On November 13, 2025, we acquired Metsera, a clinical-stage biopharmaceutical company accelerating the next generation of medicines for obesity and cardiometabolic diseases, for $65.60 per share in cash plus a contingent value right (CVR) of up to $20.65 per share in potential additional payments (up to $2.3 billion) tied to the achievement of three specified milestones: $4.60 per share following the Phase 3 clinical trial start of Metsera’s injectable GLP-1 receptor antagonist MET-097i+amylin analog MET-233i combination, $6.40 per share following FDA approval of Metsera’s monthly MET-097i monotherapy and $9.65 per share following FDA approval of Metsera’s monthly MET-097i+MET-233i combination. The total fair value of the consideration transferred was $8.0 billion ($7.8 billion net of cash acquired), which includes the fair value of $632 million for the noncash CVRs and $475 million for employee stock awards related to pre-acquisition service. In connection with this business combination, we provisionally recorded: (i) $8.0 billion of identifiable intangible assets, net, consisting of IPR&D, (ii) $2.0 billion of Goodwill, (iii) $1.6 billion of net deferred tax liabilities, and (iv) $672 million of contingent consideration liability assumed from Metsera. Goodwill, which resulted primarily from the recognition of deferred tax liabilities, is related to our Biopharma segment and is not deductible for tax purposes. The contingent consideration liability was recorded at fair value and relates to Metsera’s 2023 acquisition of Zihipp Ltd (Zihipp). As a part of that transaction, the former Zihipp shareholders are entitled to future potential development, regulatory and commercialization milestone payments, along with low-single digit royalties on net product sales on the MET-097i and MET-233i product candidates. The allocation of the consideration transferred to the assets acquired and liabilities assumed has not yet been finalized. B. In-Licensing Arrangement In-Licensing Arrangement with Sciwind Biosciences––In February 2026, Pfizer and Sciwind Biosciences announced a strategic commercialization collaboration in which Pfizer obtained exclusive commercialization rights for Sciwind Biosciences’ glucagon-like peptide 1 (GLP-1) receptor agonist ecnoglutide in Mainland China. Sciwind Biosciences remains the Marketing Authorization Holder and is responsible for R&D, registration, manufacturing and supply of the product. Sciwind Biosciences is eligible to receive an aggregate of up to $495 million in upfront, regulatory and sales milestone payments. C. Sale of Investment ViiV––On March 31, 2026, which fell in our second fiscal quarter of 2026, Pfizer completed the exit of its 11.7% investment in ViiV (carrying value of zero) and received $1.875 billion in cash proceeds. See Note 2C in our 2025 Form 10-K.
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