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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`————————————————————————
`FORM 10K
`
`ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
`1934
`For the Fiscal Year Ended December 31, 2014
`
`or
`
`TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
`OF 1934
`
`Commission File Number 110269
`
`Allergan, Inc.
`
`(Exact Name of Registrant as Specified in its Charter)
`
`Delaware
`(State or Other Jurisdiction of
`Incorporation or Organization)
`
`2525 Dupont Drive
`Irvine, California
`(Address of Principal Executive Offices)
`
`(714) 2464500
`(Registrant’s Telephone Number, Including Area Code)
` Securities Registered Pursuant to Section 12(b) of the Act:
`
`951622442
`(I.R.S. Employer Identification No.)
`
`
`
`92612
`(Zip Code)
`
`Name of Each Exchange on Which Registered
`Title of Each Class
`New York Stock Exchange
`Common Stock, $0.01 Par Value
`Securities Registered Pursuant to Section 12(g) of the Act: None
`Indicate by check mark if the registrant is a wellknown seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
`
`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 No
`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 No
`Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
`be submitted and posted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
`was required to submit and post such files). Yes No
`Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK (§229.405 of this chapter) is not contained herein, and will not
`be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any
`amendment to this Form 10K.
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See
`the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
`
` Large accelerated filer
` Nonaccelerated filer (Do not check if a smaller reporting company)
`
`Accelerated filer
`Smaller reporting company
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). Yes No
`As of June 30, 2014, the aggregate market value of the registrant’s common stock held by nonaffiliates of the registrant was approximately $50,168 million
`based on the closing sale price as reported on the New York Stock Exchange.
`Common stock outstanding as of February 12, 2015 — 307,605,860 shares (including 7,368,166 shares held in treasury).
`
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`MYLAN - EXHIBIT 1103
`Mylan Pharmaceuticals Inc. et al. v. Allergan, Inc. - IPR2016-01127, -01128, -01129, -01130, -01131, & -01132
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`TABLE OF CONTENTS
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`
`
`PART I.
`Item 1.
`Item 1A.
`Item 1B.
`Item 2.
`Item 3.
`Item 4.
`
`
`PART II.
`Item 5.
`
`Item 6.
`Item 7.
`Item 7A.
`Item 8.
`Item 9.
`Item 9A.
`Item 9B.
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`PART III.
`Item 10.
`Item 11.
`Item 12.
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`Item 13.
`Item 14.
`
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`PART IV.
`Item 15.
`
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`SIGNATURES
`
`
`
`Business
`Risk Factors
`Unresolved Staff Comments
`Properties
`Legal Proceedings
`Mine Safety Disclosures
`
`
`Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer
`Purchases of Equity Securities
`Selected Financial Data
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Quantitative and Qualitative Disclosures About Market Risk
`Financial Statements and Supplementary Data
`Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
`Controls and Procedures
`Other Information
`
`
`Directors, Executive Officers and Corporate Governance
`Executive Compensation
`Security Ownership of Certain Beneficial Owners and Management and Related
`Stockholder Matters
`Certain Relationships and Related Transactions, and Director Independence
`Principal Accounting Fees and Services
`
`
`Exhibits and Financial Statement Schedules
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`ForwardLooking Statements
`
`Statements made by us in this report and in other reports and statements released by us that are not historical facts constitute
`“forwardlooking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the
`Securities Exchange Act of 1934, as amended. These forwardlooking statements are necessarily estimates reflecting the judgment of
`our management based on our current estimates, expectations, forecasts and projections and include comments that express our
`current opinions about trends and factors that may impact future operating results. Disclosures that use words such as we “believe,”
`“anticipate,” “estimate,” “intend,” “could,” “plan,” “expect,” “project” or the negative of these, as well as similar expressions, are
`intended to identify forwardlooking statements. These statements are not guarantees of future performance and rely on a number of
`assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and
`uncertainties that could cause our actual results, performance or achievements, or industry results, to differ materially from any
`future results, performance or achievements expressed or implied by such forwardlooking statements. We discuss such risks,
`uncertainties and other factors throughout this report and specifically under the caption “Risk Factors” in Item 1A of Part I of this
`report below. Any such forwardlooking statements, whether made in this report or elsewhere, should be considered in the context of
`the various disclosures made by us about our businesses including, without limitation, the risk factors discussed below. Except as
`required under the federal securities laws and the rules and regulations of the U.S. Securities and Exchange Commission, we do not
`have any intention or obligation to update publicly any forwardlooking statements, whether as a result of new information, future
`events, changes in assumptions or otherwise.
`
`Item 1. Business
`
`General Overview of our Business
`
`PART I
`
`
`We are a multispecialty health care company focused on developing and commercializing innovative pharmaceuticals,
`biologics, medical devices and overthecounter products that enable people to live life to its full potential to see more clearly, move
`more freely and express themselves more fully. We discover, develop and commercialize a diverse range of products for the
`ophthalmic, neurological, medical aesthetics, medical dermatology, breast aesthetics, urological and other specialty markets in more
`than 100 countries around the world.
`
`We are also a pioneer in specialty pharmaceutical, biologic and medical device research and development. Our research and
`development efforts are focused on products and technologies related to the many specialty areas in which we currently operate as
`well as new specialty areas where unmet medical needs are significant. We supplement our own research and development activities
`with our commitment to identify and obtain new technologies through inlicensing, research collaborations, joint ventures and
`acquisitions.
`
`Our diversified business model includes products for which patients may be eligible for reimbursement and cash pay products
`that consumers pay for directly outofpocket. Based on internal information and assumptions, we estimate that in fiscal year 2014,
`approximately 62% of our product net sales were derived from reimbursable products and 38% of our product net sales were derived
`from cash pay products.
`
`In March 2013, we acquired MAP Pharmaceuticals, Inc., a publicly held biopharmaceutical company focused on developing
`and commercializing new therapies in neurology, including Semprana™, formerly referred to as Levadex®, a selfadministered, orally
`inhaled therapy consisting of a proprietary formulation of dihydroergotamine using the proprietary Tempo® delivery system, for the
`treatment of acute migraine in adults.
`
`In December 2013, we completed the sale of our obesity intervention business, including the sale of assets related to the Lap
`Band® gastric band system and the Orbera™ intragastric balloon system. As a result of the sale of the obesity intervention business
`unit, we have reported the financial results from that business unit as discontinued operations in our consolidated financial
`statements.
`
`In November 2014, we entered into a definitive agreement with Actavis plc, or Actavis, under which Actavis will acquire
`Allergan for a combination of $129.22 in cash and 0.3683 Actavis shares for each share of Allergan common stock. The transaction
`remains subject to customary closing conditions, including receipt of stockholder approval and certain regulatory approvals. The
`transaction is expected to close in the late first quarter or early second quarter of 2015.
`
`We were founded in 1950 and incorporated in Delaware in 1977. Our principal executive offices are located at 2525 Dupont
`Drive, Irvine, California, 92612, and our telephone number at that location is (714) 2464500. Our website address is
`www.allergan.com (the information available at our website address is not incorporated by reference into this report). We make
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`our periodic and current reports available on our website, free of charge, as soon as reasonably practicable after such reports are
`electronically filed with, or furnished to, the U.S. Securities and Exchange Commission, or SEC. The SEC maintains a website at
`www.sec.gov that contains the reports and other information that we file electronically with the SEC.
`
`Operating Segments
`
`We operate our business on the basis of two reportable segments specialty pharmaceuticals and medical devices. The
`specialty pharmaceuticals segment produces a broad range of pharmaceutical products, including: ophthalmic products for dry eye,
`glaucoma, inflammation, infection, allergy and retinal disease; Botox® for certain therapeutic and aesthetic indications; skin care
`products for acne, psoriasis, eyelash growth and other prescription and overthecounter skin care products; and urologics products.
`The medical devices segment produces a broad range of medical devices, including: breast implants for augmentation, revision and
`reconstructive surgery and tissue expanders; and facial aesthetics products.
`
`The following table sets forth, for the periods indicated, product net sales for each of our product lines within our specialty
`pharmaceuticals and medical devices segments, segment operating income for our specialty pharmaceuticals and medical devices
`segments, domestic and international sales as a percentage of total product net sales, and domestic and international longlived assets:
`
`2014
`
`Year Ended December 31,
`
`
`2013
`(dollars in millions)
`
`
`
`
`Specialty Pharmaceuticals Segment Product Net Sales by Product Line
`Eye Care Pharmaceuticals
`Botox®/Neuromodulators
`Skin Care and Other
`Total Specialty Pharmaceuticals Segment Product Net Sales
`
`Medical Devices Segment Product Net Sales by Product Line
`Breast Aesthetics
`Facial Aesthetics
`Core Medical Devices
`Other (1)
`Total Medical Devices Segment Product Net Sales
`
`Specialty Pharmaceuticals Segment Operating Income (2)
`Medical Devices Segment Operating Income (2)
`
`Consolidated Product Net Sales
`Domestic
`International
`
`
`$
`
`$
`
`
`$
`
`$
`
`$
`
`
`
`
`
`
`$
`
`3,257.9
`2,230.6
`523.6
`6,012.1
`
`
`406.7
`661.8
`1,068.5
`45.5
`1,114.0
`
`2,832.3
`382.9
`
` $
`
`
` $
`
`
` $
`
`
`
` $
`
` $
`
`
`
`63.4%
`36.6%
`
`
` $
`
`
`
`4,497.0
`725.7
`
`2012
`
`2,692.2
`1,766.3
`326.1
`4,784.6
`
`
`377.1
`387.6
`764.7
`—
`764.7
`
`1,997.7
`229.1
`
`60.9%
`39.1%
`
`
`3,242.9
`649.8
`
`2,890.3
`1,982.2
`466.5
`5,339.0
`
`
`377.9
`477.5
`855.4
`3.1
`858.5
`
`2,282.0
`246.2
`
` $
`
`
` $
`
`
` $
`
`
`
` $
`
` $
`
`
`
`62.0%
`38.0%
`
`
` $
`
`
`
`4,274.7
`674.7
`
`
`Consolidated LongLived Assets
`Domestic
`International
` ——————————
`(1) Other medical devices product sales consist of sales made pursuant to transition services agreements with Apollo Endosurgery,
`Inc., or Apollo, related to the sale of our obesity intervention business unit.
`(2) Management evaluates business segment performance on an operating income basis exclusive of general and administrative
`expenses and other indirect costs, legal settlement expenses, impairment of intangible assets and related costs, restructuring
`charges, amortization of certain identifiable intangible assets related to business combinations and asset acquisitions and related
`capitalized licensing costs and certain other adjustments, which are not allocated to our business segments for performance
`assessment by our chief operating decision maker. Other adjustments excluded from our business segments for purposes of
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`performance assessment represent income or expenses that do not reflect, according to established companydefined criteria,
`operating income or expenses associated with our core business activities.
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`We do not discretely allocate assets to our operating segments, nor does our chief operating decision maker evaluate operating
`segments using discrete asset information.
`
`See Note 16, “Business Segment Information,” in the notes to the consolidated financial statements listed under Item 15 of
`Part IV of this report, “Exhibits and Financial Statement Schedules,” for further information concerning our foreign and domestic
`operations.
`
`Specialty Pharmaceuticals Segment
`
`Eye Care Pharmaceuticals
`
`We develop, manufacture and market a broad range of prescription and nonprescription products designed to treat diseases
`and disorders of the eye, including dry eye, glaucoma, inflammation, infection, allergy and retinal disease.
`
`Dry Eye
`
`Restasis® (cyclosporine ophthalmic emulsion) 0.05%, our bestselling eye care product, is the largest eye drop by value
`worldwide, the largest prescription ophthalmic pharmaceutical by sales value in the United States, and the first, and currently the
`only, prescription eye drop with regulatory approval to help increase tear production in cases where tear production may be reduced
`by inflammation due to chronic dry eye. Chronic dry eye is a painful and irritating condition involving abnormalities and
`deficiencies in the tear film initiated by a variety of causes. The incidence of chronic dry eye increases markedly with age, after
`menopause in women and in people with systemic diseases. We launched Restasis® in the United States in 2003 and Restasis® is
`currently approved in approximately 35 countries.
`
`Our artificial tears products, including the Refresh® and Optive™ product lines of lubricant eye drops, treat dry eye symptoms
`including irritation and dryness due to pollution, computer use, aging and other causes. We launched Refresh® over 27 years ago and
`today our artificial tears product line includes a wide range of preserved and nonpreserved drops as well as ointments to treat dry eye
`symptoms. We launched Refresh Optive® Advanced lubricant eye drops in the United States in 2012 and Refresh Optive®
`Advanced/Optive Plus® is now approved in approximately 40 countries. We also launched Refresh Optive® Advanced/Optive Plus®
`unit dose, which is approved in approximately 30 countries. In 2014, Optive FusionTM was launched in the United Kingdom,
`Germany, Austria, Poland, Scandinavia, Turkey and Greece. Optive Plus® offers relief for the lipid deficient dry eye sufferer and
`Optive FusionTM addresses the aqueous deficient segment of the dry eye market.
`
`Glaucoma
`
`Our Lumigan® (bimatoprost ophthalmic solution) product line is our second bestselling eye care product line. Lumigan®
`0.01% is a topical treatment indicated for the reduction of elevated intraocular pressure in patients with glaucoma or ocular
`hypertension. Lumigan® 0.01% was approved in Canada in 2009 and in the United States and Europe in 2010. We currently sell
`Lumigan® 0.01% in the United States and it is approved in approximately 55 countries worldwide. Lumigan® unit dose was
`approved in Canada in 2013 and we have completed the introduction of Lumigan® unit dose across the European Union. In 2014, we
`launched Lumigan® unit dose in Australia. Senju Pharmaceutical Co., Ltd., or Senju, is responsible for the development and
`commercialization of Lumigan® in Japan pursuant to an exclusive licensing agreement. We ceased manufacturing of the original
`formulation of Lumigan®, Lumigan® 0.03%, in the United States in 2012, but continue to manufacture Lumigan® 0.03% for sale in
`certain markets outside of the United States.
`
`Ganfort™ (bimatoprost/timolol maleate ophthalmic solution) is a bimatoprost and timolol maleate combination designed to
`treat glaucoma and ocular hypertension in patients who are not responsive to treatment with only one medication. We received
`approval to market Ganfort™ in the European Union in 2006. Ganfort™ is currently approved in approximately 70 countries. In
`2014, Ganfort™ was launched in China and Ganfort ™ unit dose was launched in several countries, including Italy, Spain and
`Switzerland.
`
`Our Alphagan® (brimonidine tartrate ophthalmic solution) products are our third bestselling eye care product line. Alphagan®
`P 0.1%, Alphagan® P 0.15% and Alphagan® P 0.2% are ophthalmic solutions that lower intraocular pressure by reducing aqueous
`humor production and increasing uveoscleral outflow. Alphagan® P 0.1% was approved by the U.S. Food and Drug Administration,
`or FDA, in 2005 and is an improved reformulation of Alphagan® P 0.15%, which was approved by the FDA in 2001. Alphagan® P
`0.15% and Alphagan® 0.2% face generic competition in the United States and other parts of the world. Alphagan® products are
`approved in approximately 80 countries. Senju is responsible for the development and commercialization of our Alphagan® products
`in Japan pursuant to an exclusive licensing agreement between us and Kyorin Pharmaceuticals Co., Ltd., that Kyorin subsequently
`sublicensed to Senju. In 2012, Senju received approval from the Japanese Ministry of Health, Labor and Welfare for Aiphagan®
`ophthalmic solution 0.1%, or Aiphagan®, for the reduction of intraocular pressure in patients with ocular hypertension or glaucoma.
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`Combigan® (brimonidine tartrate/timolol maleate ophthalmic solution) 0.2%/0.5% is a brimonidine and timolol combination
`designed to treat ocular hypertension in glaucoma patients who are not responsive to treatment with only one medication or need
`additional therapy. Combigan® is currently approved in approximately 80 countries, including the United States and all countries in
`the European Union. In 2014, Combigan® was approved in China.
`
`Inflammation
`
`Acuvail® (ketorolac tromethamine ophthalmic solution) 0.45% is a nonsteroidal, antiinflammatory indicated for the treatment
`of ocular pain and inflammation following cataract surgery that was approved by the FDA in 2009. Acular LS® (ketorolac ophthalmic
`solution) 0.4% is a nonsteroidal antiinflammatory indicated to reduce ocular pain, burning and stinging following corneal refractive
`surgery. Acular LS®, approved by the FDA in 2003, is a reformulated version of Acular®. As of 2013, Acular LS® no longer faces
`generic competition in the United States. Pred Forte® (prednisolone acetate ophthalmic suspension, USP) 1% is a topical steroid that
`was approved by the FDA over 40 years ago and faces generic competition in the United States.
`
`Infection
`
`Zymaxid® (gatifloxacin ophthalmic solution) 0.5%, approved by the FDA in 2010, is our nextgeneration antiinfective
`product indicated for the treatment of bacterial conjunctivitis. In 2013, competitive generic versions of Zymaxid® were launched in
`the United States.
`
`Allergy
`
`Lastacaft® (alcaftadine ophthalmic solution) 0.25%, approved by the FDA in 2010, is a topical allergy medication for the
`prevention and treatment of itching associated with allergic conjunctivitis. Lastacaft® is also approved in approximately 20 countries
`outside the United States, including Brazil, Mexico Israel and Singapore. We acquired the global license to manufacture and
`commercialize Lastacaft® in 2010 from Vistakon Pharmaceuticals, LLC, Janssen Pharmaceutica N.V. and Johnson & Johnson Vision
`Care Inc., and launched Lastacaft® in 2011.
`
`Elestat® (epinastine HCL ophthalmic solution) 0.05% is used for the prevention of itching associated with allergic
`conjunctivitis. We license Elestat® from Boehringer Ingelheim AG, and hold worldwide ophthalmic commercial rights excluding
`Japan. Elestat®,together with sales under its brand names Relestat® and Purivist®, is currently approved in approximately 55
`countries. Elestat® currently faces generic competition in the United States.
`
`Retinal Disease
`
`Ozurdex® (dexamethasone intravitreal implant) 0.7 mg is a novel biodegradable formulation of dexamethasone in our
`proprietary Novadur® sustainedrelease drug delivery system that can be used to locally and directly administer medications to the
`retina. The FDA approved Ozurdex® in 2009 as the first drug therapy indicated for the treatment of macular edema following retinal
`vein occlusion, or RVO, and, in 2010, Ozurdex® was approved by the European Medicines Agency, or EMA, for RVO. Ozurdex® is
`currently approved for RVO in approximately 60 countries, including Argentina, Brazil, Canada, India, Korea, Mexico, Thailand and
`the Philippines. In 2010, the FDA approved Ozurdex® for the treatment of noninfectious uveitis affecting the posterior segment of
`the eye and, in 2011, approval for this additional indication was granted by the EMA. Ozurdex® is currently approved for non
`infectious uveitis in approximately 55 countries, with 2014 approvals in several countries, including Peru and Malaysia. In 2014, the
`FDA approved Ozurdex® for the treatment of diabetic macular edema, or DME. Also in 2014, the EMA approved Ozurdex® for the
`treatment of patients with visual impairment due to DME and are pseudophakic or who are considered insufficiently responsive to, or
`unsuitable for noncorticosteroid therapy. Additional DME approvals were received in 2014 in Switzerland, Korea and Turkey.
`
`Neuromodulators
`
`Botox®
`
`Botox® (onabotulinumtoxinA) was first approved by the FDA in 1989 for the treatment of strabismus and blepharospasm, two
`eye muscle disorders, making it the first botulinum toxin type A product approved in the world. Since its first approval, Botox® has
`been approved by regulatory authorities worldwide as a treatment for more than 25 unique indications in approximately 88
`countries. Botox® Cosmetic was first approved for certain aesthetic use in 2002. In addition to the past 24 years of clinical experience,
`the safety and efficacy of Botox® have been wellestablished with an estimated 17,400 patients that have been treated with Botox®
`and Botox® Cosmetic in approximately 120 clinical trials sponsored by us. There have been approximately 2,300 articles on Botox®
`or Botox® Cosmetic in scientific and medical journals.
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`For the year ended December 31, 2014, therapeutic uses accounted for approximately 55% of Botox® total sales and aesthetic
`uses accounted for approximately 45% of Botox® total sales. Sales of Botox® represented approximately 31%, 32% and 32% of
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`our total consolidated product net sales in 2014, 2013 and 2012, respectively. Botox® is used therapeutically for the treatment of
`certain neuromuscular disorders which are characterized by involuntary muscle contractions or spasms, as well for axillary
`hyperhydrosis and the prophylactic treatment of headaches in adults with chronic migraine. The currentlyapproved therapeutic
`indications for Botox® in the United States include:
`•
`the prophylactic treatment of headaches in adult patients with chronic migraine (characterized by 15 or more days per
`month with a headache lasting four or more hours per day);
`treatment of overactive bladder (OAB) with symptoms of urge urinary incontinence, urgency, and frequency, in adults
`who have an inadequate response to or are intolerant of an anticholinergic medication;
`treatment of urinary incontinence due to detrusor overactivity associated with a neurologic condition in adults who
`have an inadequate response to or are intolerant of an anticholinergic medication;
`treatment of upper limb spasticity in adult patients;
`treatment of cervical dystonia, or sustained contractions or spasms of muscles in the shoulders or neck, in adults, and
`associated neck pain;
`treatment of severe axillary hyperhidrosis, or underarm sweating, in adults that is inadequately managed by topical
`agents;
`treatment of blepharospasm, or the uncontrollable contraction of the eyelid muscles, associated with dystonia in people
`12 years of age or older; and
`treatment of strabismus, or misalignment of the eyes, in people 12 years of age and over.
`
`•
`
`•
`
`•
`•
`
`•
`
`•
`
`•
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`Botox® is also available outside the United States for various indications. Botox® is approved for the prophylactic treatment of
`adult chronic migraine in approximately 65 countries, including almost all countries in the European Economic Area as well as
`Australia, Brazil, Canada, India, Korea and Russia. Botox® is approved for overactive bladder in approximately 25 countries. Botox®
`is now approved for incontinence associated with a neurological condition in approximately 70 countries worldwide. Botox® is now
`approved for lower limb spasticity in all of the major Western European markets and was recently launched in Germany and
`Scandinavia. Botox® is also approved in many countries outside of the United States for treating hemifacial spasm, cervical dystonia,
`adult spasticity and spasticity associated with pediatric cerebral palsy.
`
`We have licensed to GlaxoSmithKline our rights to develop and sell Botox® in Japan for all current and future therapeutic
`indications. Botox® was approved in Japan for equinus foot due to lower limb spasticity in juvenile cerebral palsy patients in 2009
`and for the treatment of upper and lower limb spasticity in 2010. In 2012, Botox® was approved in Japan for the treatment of primary
`severe axillary hyperhidrosis.
`
`Botox® Cosmetic
`
`The FDA approved Botox® Cosmetic in 2002 for the temporary improvement in the appearance of moderate to severe glabellar
`lines in adult men and women age 65 or younger. Depending on the country of approval, this product is referred to as Botox®, Botox®
`Cosmetic, Vistabel®, Vistabex® or Botox Vista®, and is administered in small injections to temporarily reduce the muscle activity that
`causes the formation of glabellar lines between the eyebrows that often develop during the aging process. Currently, over 100
`countries have approved facial aesthetic indications for Botox®, Botox® Cosmetic, Vistabel®, Vistabex® or Botox Vista®. Botox® is
`approved for upper facial lines in Australia, Canada, New Zealand, and certain countries in East Asia and Latin America. In 2013, the
`FDA approved Botox® for temporary improvement in the appearance of moderate to severe “crow’s feet” facial lines in adults. Botox®
`is the first and only product of its kind approved for this indication in the United States. Botox® is also approved for crow’s feet facial
`lines in approximately 30 countries, including Australia, Canada, New Zealand and Singapore. In addition, we have obtained
`national licenses in almost all of the countries across the European region for Vistabel® for treatment of crow’s feet facial lines.
`
`Skin Care
`
`Our skin care products focus on the acne, psoriasis, physiciandispensed skin care and eyelash growth markets, particularly in
`the United States and Canada.
`
`Aczone® (dapsone) gel 5% is approved for sale in both the United States and Canada and is indicated for the treatment of acne
`vulgaris in patients age 12 and older. We launched Aczone® in the United States in 2008, and in 2012 Aczone® became the most
`prescribed, branded topical acne treatment by dermatologists that is not a retinoid in the United States. In 2011, we outlicensed our
`Canadian rights to Aczone® to Biovail Laboratories International SRL, a subsidiary of Valeant Pharmaceuticals, Inc.
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`Tazorac® (tazarotene) gel is approved for sale in the United States for the treatment of mild to moderate acne and stable plaque
`psoriasis, a chronic skin disease characterized by dry red patches. We also market a cream formulation of Tazorac® in the United
`States for the topical treatment of acne and for the topical treatment of plaque psoriasis. In 2007, we entered into a strategic
`collaboration agreement with Stiefel Laboratories, Inc., which was acquired by GlaxoSmithKline in 2009, to develop and market
`foam based products involving tazarotene for dermatological use worldwide, commercialized under the Fabior® brand in the United
`States. Since the Tazorac® patent expired in mid2011, no generics have been launched in the United States. We are aware that certain
`generic competitors may be conducting clinical trials for both acne and psoriasis and, if such trials result in an approved abbreviated
`new drug application, or ANDA, Tazorac® will face generic competition in the future.
`
`Latisse® (bimatoprost ophthalmic solution) 0.03%, is the first, and currently the only, FDAapproved prescription treatment for
`insufficient or inadequate eyelashes, to grow eyelashes longer, fuller and darker. The FDA approved Latisse® in 2008 and we
`launched Latisse® in the United States in 2009. In 2014, the U.S. Court of Appeals for the Federal Circuit held that certain patents
`related to Latisse® are invalid and the Company expects to face generic competition for Latisse® in 2015. Latisse® is also approved
`for sale in Canada, Russia and certain markets in Latin America, Asia Pacific and the Middle East. In 2014, the Japanese Ministry of
`Health, Labour and Welfare approved the Manufacturing and Marketing Application for GlashVista® (cutaneous solution) 0.03% for
`hypotrichosis of the eyelashes. GlashVista® i