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`http://otp.investis.com/clients/us/valeant_pharmaceuticals1/SEC/sec-sho...
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM 10-Q
`x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the Quarterly Period Ended June 30, 2017
`OR
`o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
` to
`
`For the transition period from
`
`Commission File Number: 001-14956
`
`VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
`(Exact name of registrant as specified in its charter)
`
`British Columbia, Canada
`(State or other jurisdiction of
`incorporation or organization)
`2150 St. Elzéar Blvd. West, Laval, Québec
`(Address of principal executive offices)
`
`98-0448205
`(I.R.S. Employer Identification No.)
`
`H7L 4A8
`(Zip Code)
`
`(514) 744-6792
`(Registrant’s telephone number, including area code)
`
`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 x No o
`
`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 S-T during the preceding 12 months (or for
`such shorter period that the registrant was required to submit and post such files). Yes x No o
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
`
`x
`
`Accelerated filer o
`
`Non-accelerated filer
`(Do not check if a smaller
`reporting company)
`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. o
`
`o
`
`Smaller reporting
`company
`
`o
`
`Emerging growth
`company
`
`o
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
`
`Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
`
`Common shares, no par value — 348,521,288 shares outstanding as of August 3, 2017 .
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`ACRUX DDS PTY LTD. et al.
`
`EXHIBIT 1588(a)
`
`IPR Petition for
`
`U.S. Patent No. 7,214,506
`
`
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`SEC-Show
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`UNITED STATES
`SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM 10-Q
`x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
`For the Quarterly Period Ended June 30, 2017
`OR
`o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
` to
`
`For the transition period from
`
`Commission File Number: 001-14956
`
`VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
`(Exact name of registrant as specified in its charter)
`
`British Columbia, Canada
`(State or other jurisdiction of
`incorporation or organization)
`2150 St. Elzéar Blvd. West, Laval, Québec
`(Address of principal executive offices)
`
`98-0448205
`(I.R.S. Employer Identification No.)
`
`H7L 4A8
`(Zip Code)
`
`(514) 744-6792
`(Registrant’s telephone number, including area code)
`
`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 x No o
`
`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 S-T during the preceding 12 months (or for
`such shorter period that the registrant was required to submit and post such files). Yes x No o
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
`
`x
`
`Accelerated filer o
`
`Non-accelerated filer
`(Do not check if a smaller
`reporting company)
`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. o
`
`o
`
`Smaller reporting
`company
`
`o
`
`Emerging growth
`company
`
`o
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
`
`Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
`
`Common shares, no par value — 348,521,288 shares outstanding as of August 3, 2017 .
`
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`VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
`FORM 10-Q
`FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017
`
`INDEX
`
`Part I.
`Item 1.
`
`Financial Information
`Consolidated Financial Statements (unaudited)
`Consolidated Balance Sheets as of June 30, 2017 and December 31, 2016
`Consolidated Statements of Operations for the three months and six months ended June 30, 2017 and 2016
`Consolidated Statements of Comprehensive Income (Loss) for the three months and six months ended June 30, 2017
`and 2016
`Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016
`Notes to the Consolidated Financial Statements
`Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Quantitative and Qualitative Disclosures About Market Risk
`Item 3.
`Item 4.
`Controls and Procedures
`Part II . Other Information
`Item 1.
`Legal Proceedings
`Item 1A. Risk Factors
`Unregistered Sales of Equity Securities and Use of Proceeds
`Item 2.
`Item 3.
`Defaults Upon Senior Securities
`Item 4. Mine Safety Disclosures
`Item 5.
`Other Information
`Item 6.
`Exhibits
`Signatures
`
`1
`2
`3
`
`4
`5
`44
`84
`85
`
`86
`86
`86
`86
`86
`86
`87
`88
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`VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
`FORM 10-Q
`FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2017
`
`Introductory Note
`
`Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q for the quarterly period ended
`June 30, 2017 (this “Form 10-Q”) to the “Company”, “we”, “us”, “our” or similar words or phrases are to Valeant Pharmaceuticals
`International, Inc. and its subsidiaries, taken together. In this Form 10-Q, references to “$” or "USD" are to United States (“U.S.”) dollars,
`references to “€” are to euros, references to CAD are to Canadian dollars and references to RUB are to Russian rubles. Unless otherwise
`indicated, the statistical and financial data contained in this Form 10-Q are presented as of June 30, 2017 .
`
`Forward-Looking Statements
`
`Caution regarding forward-looking information and statements and “Safe-Harbor” statements under the U.S. Private Securities
`Litigation Reform Act of 1995:
`
`To the extent any statements made in this Form 10-Q contain information that is not historical, these statements are forward-looking
`statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
`1934, as amended, and may be forward-looking information within the meaning defined under applicable Canadian securities legislation
`(collectively, “forward-looking statements”).
`
`These forward-looking statements relate to, among other things: our business strategy, business plans and prospects, forecasts and
`changes thereto, product pipeline, prospective products or product approvals, product development and distribution plans, future
`performance or results of current and anticipated products, our liquidity and our ability to satisfy our debt maturities as they become due,
`our ability to reduce debt levels, the impact of our distribution, fulfillment and other third party arrangements, proposed pricing actions,
`exposure to foreign currency exchange rate changes and interest rate changes, the outcome of contingencies, such as litigation, subpoenas,
`investigations, reviews, audits and regulatory proceedings, general market conditions, our expectations regarding our financial
`performance, including revenues, expenses, gross margins and income taxes, our ability to meet the financial and other covenants contained
`in our Third Amended and Restated Credit and Guaranty Agreement, as amended (the "Credit Agreement") and indentures, and our
`impairment assessments, including the assumptions used therein and the results thereof.
`
`Forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”,
`“estimate”, “plan”, “continue”, “will”, “may”, “could”, “would”, “should”, “target”, “potential”, “opportunity”, “tentative”,
`“positioning”, “designed”, “create”, “predict”, “project”, “forecast”, “seek”, “ongoing”, “increase”, or “upside” and variations or
`other similar expressions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future
`events or circumstances are forward-looking statements. These forward-looking statements may not be appropriate for other purposes.
`Although we have indicated above certain of these statements set out herein, all of the statements in this Form 10-Q that contain forward-
`looking statements are qualified by these cautionary statements. These statements are based upon the current expectations and beliefs of
`management. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such statements
`involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are
`applied in making forward-looking statements, including, but not limited to, factors and assumptions regarding the items outlined above.
`Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to
`differ materially from these expectations include, among other things, the following:
`
`•
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`the expense, timing and outcome of legal and governmental proceedings, investigations and information requests relating to,
`among other matters, our distribution, marketing, pricing, disclosure and accounting practices (including with respect to our
`former relationship with Philidor Rx Services, LLC ("Philidor")), including pending investigations by the U.S. Attorney's Office for
`the District of Massachusetts, the U.S. Attorney's Office for the Southern District of New York and the State of North Carolina
`Department of Justice, the pending investigations by the U.S. Securities and Exchange Commission (the “SEC”) of the Company,
`the request for documents and information received by the Company from the Autorité des marchés financiers (the “AMF”) (the
`Company’s principal securities regulator in Canada), the pending investigation by the California Department of Insurance, a
`number of pending putative class action litigations in the U.S. and Canada and purported class actions under the federal RICO
`statute and other claims, investigations or proceedings that may be initiated or that may be asserted;
`
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`the impact of the changes in and reorganizations to our business structure, including changes to our operating and reportable
`segments;
`
`the effectiveness of the measures implemented to remediate the material weaknesses in our internal control over financial reporting
`that were identified by the Company, our deficient control environment and the contributing factors leading to the misstatement of
`our previously issued results and the impact such measures may have on the Company and our businesses;
`
`potential additional litigation and regulatory investigations (and any costs, expenses, use of resources, diversion of management
`time and efforts, liability and damages that may result therefrom), negative publicity and reputational harm on our Company,
`products and business that may result from the recent public scrutiny of our distribution, marketing, pricing, disclosure and
`accounting practices and from our former relationship with Philidor, including any claims, proceedings, investigations and
`liabilities we may face as a result of any alleged wrongdoing by Philidor and/or its management and/or employees;
`
`the current scrutiny of our business practices including with respect to pricing (including the investigations by the U.S. Attorney's
`Offices for the District of Massachusetts and the Southern District of New York, and the State of North Carolina Department of
`Justice) and any pricing controls or price adjustments that may be sought or imposed on our products as a result thereof;
`
`pricing decisions that we have implemented, or may in the future, elect to implement, whether as a result of recent scrutiny or
`otherwise, such as the decision of the Company to take no further price increases on our Nitropress® and Isuprel® products and to
`implement an enhanced rebate program for such products, our decision on the price of our Siliq™ product, the Patient Access and
`Pricing Committee’s commitment that the average annual price increase for our prescription pharmaceutical products will be set at
`no greater than single digits and below the 5-year weighted average of the increases within the branded biopharmaceutical
`industry or any future pricing actions we may take following review by our Patient Access and Pricing Committee (which is
`responsible for the pricing of our drugs);
`
`legislative or policy efforts, including those that may be introduced and passed by the U.S. Congress, designed to reduce patient
`out-of-pocket costs for medicines, which could result in new mandatory rebates and discounts or other pricing restrictions, controls
`or regulations (including mandatory price reductions);
`
`ongoing oversight and review of our products and facilities by regulatory and governmental agencies, including periodic audits by
`the U.S. Food and Drug Administration (the "FDA"), and the results thereof, such as the inspections by the FDA of the Company's
`facility in Tampa, Florida, and the results thereof;
`
`any default under the terms of our indentures or Credit Agreement and our ability, if any, to cure or obtain waivers of such default;
`
`any delay in the filing of any future financial statements or other filings and any default under the terms of our indentures or Credit
`Agreement as a result of such delays;
`
`our substantial debt (and potential additional future indebtedness) and current and future debt service obligations, our ability to
`reduce our outstanding debt levels in accordance with our stated intention and the resulting impact on our financial condition, cash
`flows and results of operations;
`
`our ability to meet the financial and other covenants contained in our Credit Agreement, indentures and other current or future
`debt agreements and the limitations, restrictions and prohibitions such covenants impose or may impose on the way we conduct our
`business, prohibitions on incurring additional debt if certain financial covenants are not met, limitations on the amount of
`additional debt we are able to incur where not prohibited, and restrictions on our ability to make certain investments and other
`restricted payments;
`
`any further downgrade by rating agencies in our credit ratings, which may impact, among other things, our ability to raise debt
`and the cost of capital for additional debt issuances;
`
`any reductions in, or changes in the assumptions used in, our forecasts for fiscal year 2017 or beyond, which could lead to, among
`other things, (i) a failure to meet the financial and/or other covenants contained in our Credit Agreement and/or indentures, and/or
`(ii) impairment in the goodwill associated with certain of our reporting units (including our Salix reporting unit) or impairment
`charges related to certain of our products (in particular, our Addyi® product) or other intangible assets, which impairments could
`be material;
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`changes in the assumptions used in connection with our impairment analyses or assessments, which would lead to a change in such
`impairment analyses and assessments and which could result in an impairment in the goodwill associated
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`with any of our reporting units or impairment charges related to certain of our products (in particular, our Addyi® product) or
`other intangible assets;
`
`the pending and additional divestitures of certain of our assets or businesses and our ability to successfully complete any such
`divestitures on commercially reasonable terms and on a timely basis, or at all, and the impact of any such pending or future
`divestitures on our Company, including the reduction in the size or scope of our business or market share, loss of revenue, any loss
`on sale, including any resultant write-downs of goodwill, or any adverse tax consequences suffered as a result of any such
`divestitures;
`
`our shift in focus to much lower business development activity through acquisitions for the foreseeable future as we focus on
`reducing our outstanding debt levels and as a result of the restrictions imposed by our Credit Agreement that restrict us from,
`among other things, making acquisitions over an aggregate threshold (subject to certain exceptions) and from incurring debt to
`finance such acquisitions, until we achieve a specified leverage ratio;
`
`the uncertainties associated with the acquisition and launch of new products (such as our Addyi® product and Siliq™ product
`(brodalumab)), including, but not limited to, our ability to provide the time, resources, expertise and costs required for the
`commercial launch of new products, the acceptance and demand for new pharmaceutical products, and the impact of competitive
`products and pricing, which could lead to material impairment charges;
`
`our ability to retain, motivate and recruit executives and other key employees, including subsequent to retention payments being
`paid out and as a result of the reputational challenges we face and may continue to face;
`
`our ability to implement effective succession planning for our executives and key employees;
`
`the challenges and difficulties associated with managing a large complex business, which has, in the past, grown rapidly;
`
`our ability to compete against companies that are larger and have greater financial, technical and human resources than we do, as
`well as other competitive factors, such as technological advances achieved, patents obtained and new products introduced by our
`competitors;
`
`our ability to effectively operate, stabilize and grow our businesses in light of the challenges that the Company currently faces,
`including with respect to its substantial debt, pending investigations and legal proceedings, scrutiny of our pricing, distribution and
`other practices, reputational harm and limitations on the way we conduct business imposed by the covenants in our Credit
`Agreement, indentures and the agreements governing our other indebtedness;
`
`the success of our fulfillment arrangements with Walgreen Co. ("Walgreens"), including market acceptance of, or market reaction
`to, such arrangements (including by customers, doctors, patients, pharmacy benefit managers ("PBMs"), third party payors and
`governmental agencies), the continued compliance of such arrangements with applicable laws, and our ability to successfully
`negotiate any improvements to our arrangements with Walgreens;
`
`the extent to which our products are reimbursed by government authorities, PBMs and other third party payors; the impact our
`distribution, pricing and other practices (including as it relates to our former relationship with Philidor, any alleged wrongdoing
`by Philidor and our current relationship with Walgreens) may have on the decisions of such government authorities, PBMs and
`other third party payors to reimburse our products; and the impact of obtaining or maintaining such reimbursement on the price
`and sales of our products;
`
`the inclusion of our products on formularies or our ability to achieve favorable formulary status, as well as the impact on the price
`and sales of our products in connection therewith;
`
`our eligibility for benefits under tax treaties and the continued availability of low effective tax rates for the business profits of
`certain of our subsidiaries, including the impact on such matters of the proposals published by the Organization for Economic Co-
`operation and Development ("OECD") respecting base erosion and profit shifting ("BEPS") and various corporate tax reform
`proposals being considered in the U.S.;
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`the actions of our third party partners or service providers of research, development, manufacturing, marketing, distribution or
`other services, including their compliance with applicable laws and contracts, which actions may be beyond our control or
`influence, and the impact of such actions on our Company, including the impact to the Company of our former relationship with
`Philidor and any alleged legal or contractual non-compliance by Philidor;
`
`the risks associated with the international scope of our operations, including our presence in emerging markets and the challenges
`we face when entering and operating in new and different geographic markets (including the challenges created by new and
`different regulatory regimes in such countries and the need to comply with applicable anti-bribery and economic sanctions laws
`and regulations);
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`adverse global economic conditions and credit markets and foreign currency exchange uncertainty and volatility in the countries in
`which we do business (such as the current or recent instability in Brazil, Russia, Ukraine, Argentina, Egypt, certain other countries
`in Africa and the Middle East, the devaluation of the Egyptian pound, and the adverse economic impact and related uncertainty
`caused by the United Kingdom's decision to leave the European Union (Brexit));
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`our ability to obtain, maintain and license sufficient intellectual property rights over our products and enforce and defend against
`challenges to such intellectual property;
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`the introduction of generic, biosimilar or other competitors of our branded products and other products, including the introduction
`of products that compete against our products that do not have patent or data exclusivity rights;
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`if permitted under our Credit Agreement, and to the extent we elect to resume business development activities through acquisitions,
`our ability to identify, finance, acquire, close and integrate acquisition targets successfully and on a timely basis;
`
`factors relating to the acquisition and integration of the companies, businesses and products that have been acquired by the
`Company and that may in the future be acquired by the Company (if permitted under our Credit Agreement and to the extent we
`elect to resume business development activities through acquisitions), such as the time and resources required to integrate such
`companies, businesses and products, the difficulties associated with such integrations (including potential disruptions in sales
`activities and potential challenges with information technology systems integrations), the difficulties and challenges associated
`with entering into new business areas and new geographic markets, the difficulties, challenges and costs associated with managing
`and integrating new facilities, equipment and other assets, the risks associated with the acquired companies, businesses and
`products and our ability to achieve the anticipated benefits and synergies from such acquisitions and integrations, including as a
`result of cost-rationalization and integration initiatives. Factors impacting the achievement of anticipated benefits and synergies
`may include greater than expected operating costs, the difficulty in eliminating certain duplicative costs, facilities and functions,
`and the outcome of many operational and strategic decisions;
`
`the expense, timing and outcome of pending or future legal and governmental proceedings, arbitrations, investigations, subpoenas,
`tax and other regulatory audits, reviews and regulatory proceedings against us or relating to us and settlements thereof;
`
`our ability to obtain components, raw materials or finished products supplied by third parties (some of which may be single-
`sourced) and other manufacturing and related supply difficulties, interruptions and delays;
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`the disruption of delivery of our products and the routine flow of manufactured goods;
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`economic factors over which the Company has no control, including changes in inflation, interest rates, foreign currency rates, and
`the potential effect of such factors on revenues, expenses and resulting margins;
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`interest rate risks associated with our floating rate debt borrowings;
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`our ability to effectively distribute our products and the effectiveness and success of our distribution arrangements, including the
`impact of our arrangements with Walgreens;
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`our ability to secure and maintain third party research, development, manufacturing, marketing or distribution arrangements;
`
`the risk that our products could cause, or be alleged to cause, personal injury and adverse effects, leading to potential lawsuits,
`product liability claims and damages and/or recalls or withdrawals of products from the market;
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`the mandatory or voluntary recall or withdrawal of our products from the market and the costs associated therewith;
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`the availability of, and our ability to obtain and maintain, adequate insurance coverage and/or our ability to cover or insure
`against the total amount of the claims and liabilities we face, whether through third party insurance or self-insurance;
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`the difficulty in predicting the expense, timing and outcome within our legal and regulatory environment, including with respect to
`approvals by the FDA, Health Canada and similar agencies in other countries, legal and regulatory proceedings and settlements
`thereof, the protection afforded by our patents and other intellectual and proprietary property, successful generic challenges to our
`products and infringement or alleged infringement of the intellectual property of others;
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`the results of continuing safety and efficacy studies by industry and government agencies;
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`the success of preclinical and clinical trials for our drug development pipeline or delays in clinical trials that adversely impact the
`timely commercialization of our pipeline products, as well as other factors impacting the commercial success of our products (such
`as our Addyi® product and Siliq ™ product (brodalumab)), which could lead to material impairment charges;
`
`the results of management reviews of our research and development portfolio (including following the receipt of clinical results or
`feedback from the FDA or other regulatory authorities), which could result in terminations of specific projects which, in turn, could
`lead to material impairment charges;
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`the seasonality of sales of certain of our products;
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`declines in the pricing and sales volume of certain of our products that are distributed or marketed by third parties, over which we
`have no or limited control;
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`compliance by the Company or our third party partners and service providers (over whom we may have limited influence), or the
`failure of our Company or these third parties to comply, with health care “fraud and abuse” laws and other extensive regulation of
`our marketing, promotional and business practices (including with respect to pricing), worldwide anti-bribery laws (including the
`U.S. Foreign Corrupt Practices Act), worldwide economic sanctions and/or export laws, worldwide environmental laws and
`regulation and privacy and security regulations;
`
`the impacts of the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of
`2010 (the “Health Care Reform Act”) and potential repeal or amendment thereof and other legislative and regulatory healthcare
`reforms in the countries in which we operate, including with respect to recent government inquiries on pricing;
`
`the impact of any changes in or reforms to the legislation, laws, rules, regulation and guidance that apply to the Company and its
`business and products or the enactment of any new or proposed legislation, laws, rules, regulations or guidance that will impact or
`apply to the Company or its businesses or products;
`
`the impact of changes in federal laws and policy under consideration by the new administration and Congress, including the effect
`that such changes will have on fiscal and tax policies, the potential repeal of all or portions of the Health Care Reform Act,
`international trade agreements and policies and policy efforts designed to reduce patient out-of-pocket costs for medicines (which
`could result in new mandatory rebates and discounts or other pricing restrictions);
`
`illegal distribution or sale of counterfeit versions of our products;
`
`interruptions, breakdowns or breaches in our information technology systems; and
`
`risks in Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 1,
`2017, and risks detailed from time to time in our other filings with the SEC and the Canadian Securities Administrators
`(the “CSA”), as well as our ability to anticipate and manage the risks associated with the foregoing.
`
`Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements
`may be found in our Annual Report on Form 10-K for the year ended December 31, 2016, filed on March 1, 2017, under Item 1A. “Risk
`Factors” and in the Company’s other filings with the SEC and CSA. When relying on our forward-looking statements to make decisions with
`respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
`These forward-looking statements speak only as of the date made. We undertake no obligation to update or revise any of these forward-
`looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect actual outcomes, except as required by
`law. We caution that, as it is not possible to predict or identify all relevant factors that may impact forward-looking statements, the foregoing
`list of important factors that may affect future results is not exhaustive and should not be considered a complete statement of all potential
`risks and uncertainties.
`
`vi
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