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Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2018	May 02, 2018
Document And Entity Information [Abstract]
Entity Registrant Name	AVADEL PHARMACEUTICALS PLC
Entity Central Index Key	0001012477
Trading Symbol	AVDL
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		36,745,376

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
Product sales	$ 33,161	$ 51,757
License revenue	132	750
Total revenues	33,293	52,507
Operating expenses:
Cost of products	6,592	3,902
Research and development expenses	9,951	7,206
Selling, general and administrative expenses	24,487	11,812
Intangible asset amortization	1,767	564
Loss (gain) - changes in fair value of related party contingent consideration	2,968	(6,971)
Restructuring costs	153	2,653
Total operating expenses	45,918	19,166
Operating (loss) income	(12,625)	33,341
Investment income and other income (expense), net	54	821
Interest expense, net	(1,597)	(263)
Other (expense) income - changes in fair value of related party payable	(395)	550
(Loss) income before income taxes	(14,563)	34,449
Income tax (benefit) provision	(2,327)	8,539
Net (loss) income	$ (12,236)	$ 25,910
Net income (loss) per share - basic (in dollars per share)	$ (0.32)	$ 0.63
Net income (loss) per share - diluted (in dollars per share)	$ (0.32)	$ 0.61
Weighted average number of shares outstanding - basic (in shares)	38,559	41,374
Weighted average number of shares outstanding - diluted (in shares)	38,559	42,810

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Other Comprehensive Income (Loss), Tax [Abstract]
Net (loss) income	$ (12,236)	$ 25,910
Other comprehensive income, net of tax:
Foreign currency translation gain	249	130
Net other comprehensive (loss) income, net of ($59) and $51 tax, respectively	(238)	44
Total other comprehensive income, net of tax	11	174
Total comprehensive (loss) income	$ (12,225)	$ 26,084

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Other comprehensive income, tax	$ (59)	$ 51

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 40,911	$ 16,564
Marketable securities	157,269	77,511
Accounts receivable	16,677	14,785
Inventories	5,948	6,157
Prepaid expenses and other current assets	11,128	8,958
Total current assets	231,933	123,975
Property and equipment, net	2,722	3,001
Goodwill	18,491	18,491
Intangible assets, net	72,571	92,289
Research and development tax credit receivable	5,903	5,272
Other non-current assets	20,241	10,249
Total assets	351,861	253,277
Current liabilities:
Current portion of long-term debt	114	111
Current portion of long-term related party payable	21,121	25,007
Accounts payable	15,906	7,477
Deferred revenue	1,884	2,007
Accrued expenses	45,948	50,926
Other current liabilities	2,212	1,011
Total current liabilities	87,185	86,539
Long-term debt, less current portion	111,724	156
Long-term related party payable, less current portion	51,646	73,918
Other non-current liabilities	14,252	7,084
Total liabilities	264,807	167,697
Shareholders’ equity:
Preferred shares, $0.01 nominal value; 50,000 shares authorized at March 31, 2018 and December 31, 2017, respectively; none issued or outstanding at March 31, 2018 and December 31, 2017, respectively	0	0
Ordinary shares, nominal value of $0.01; 500,000 shares authorized; 42,066 issued and 37,642 outstanding at March 31, 2018 and 41,463 issued and 39,346 outstanding at December 31, 2017	420	414
Treasury shares, at cost, 4,424 and 2,117 shares held at March 31, 2018 and December 31, 2017, respectively	(42,573)	(22,361)
Additional paid-in capital	427,383	393,478
Accumulated deficit	(274,921)	(262,685)
Accumulated other comprehensive loss	(23,255)	(23,266)
Total shareholders’ equity	87,054	85,580
Total liabilities and shareholders’ equity	$ 351,861	$ 253,277

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)	Mar. 31, 2018 $ / shares shares	Dec. 31, 2017 $ / shares shares
Statement of Financial Position [Abstract]
Preferred shares, nominal value (in usd per share) \| $ / shares	$ 0.01	$ 0.01
Preferred shares, shares authorized (in shares)	50,000,000	50,000,000
Preferred shares, shares issued (in shares)	0	0
Preferred shares, shares outstanding (in shares)	0	0
Ordinary shares, nominal value (in usd per share) \| (per share)	$ 0.01	$ 0.01
Ordinary shares, shares authorized (in shares)	500,000,000	500,000,000
Ordinary shares, shares issued (in shares)	42,066,000	41,463,000
Ordinary shares, shares outstanding (in shares)	37,642,000	39,346,000
Treasury stock, shares held (in shares)	4,424,000	2,117,000

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net (loss) income	$ (12,236)	$ 25,910
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	1,985	837
Loss (gain) on sale of marketable securities	662	(287)
Remeasurement of related party acquisition-related contingent consideration	2,968	(6,971)
Remeasurement of related party financing-related contingent consideration	395	(550)
Amortization of debt discount and debt issuance costs	657	0
Change in deferred tax and income tax deferred charge	(2,851)	0
Stock-based compensation expense	2,134	2,047
Other adjustments	(5)	0
Net changes in assets and liabilities
Accounts receivable	(1,891)	4,376
Inventories	(466)	(2,148)
Prepaid expenses and other current assets	(2,285)	(1,354)
Accounts payable & other current liabilities	6,374	1,456
Accrued expenses	(5,854)	2,714
Accrued income taxes	32	8,538
Earn-out payments for related party contingent consideration in excess of acquisition-date fair value	(5,790)	(7,166)
Royalty payments for related party payable in excess of original fair value	(825)	(1,003)
Other assets and liabilities	(1,012)	(1,091)
Net cash (used in) provided by operating activities	(18,008)	25,308
Cash flows from investing activities:
Purchases of property and equipment	(41)	(334)
Proceeds from sales of marketable securities	194,400	14,419
Purchases of marketable securities	(275,098)	(46,074)
Net cash used in investing activities	(80,739)	(31,989)
Cash flows from financing activities:
Earn-out payments for related party contingent consideration	(402)	(444)
Proceeds from debt issuance	143,750	0
Payments for debt issuance costs	(5,391)	0
Share repurchases	(18,000)	0
Exercise of warrants	2,911	0
Other financing activities, net	47	38
Net cash provided by (used in) financing activities	122,915	(406)
Effect of foreign currency exchange rate changes on cash and cash equivalents	179	108
Net change in cash and cash equivalents	24,347	(6,979)
Cash and cash equivalents at January 1,	16,564	39,215
Cash and cash equivalents at March 31,	40,911	32,236
Supplemental disclosures of cash flow information:
Interest paid	263	263
Income taxes paid	$ 90	$ 0

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Nature of Operations. Avadel Pharmaceuticals plc (“Avadel,” the “Company,” “we,” “our,” or “us”) is a branded specialty pharmaceutical company committed to providing solutions for overlooked and unmet medical needs with patient-focused, innovative products that are safe, effective and easy-to-take. We accomplish this through formulation development, by utilizing our proprietary drug delivery technology, and through in-licensing / acquiring new products.

Our current portfolio of products and product candidates focuses on the urology, central nervous system (CNS), and hospital markets. Our current marketed products include:

Akovaz® (ephedrine sulfate injection, USP), an alpha- and beta-adrenergic agonist and a norepinephrine-releasing agent that is indicated for the treatment of clinically important hypotension occurring in the setting of anesthesia.

Bloxiverz® (neostigmine methylsulfate injection), a cholinesterase inhibitor, is indicated for the reversal of the effects of non-depolarizing neuromuscular blocking agents (NMBAs) after surgery.

Vazculep® (phenylephrine hydrochloride injection), an alpha-1 adrenergic receptor agonist indicated for the treatment of clinically important hypotension resulting primarily from vasodilation in the setting of anesthesia.

Noctiva™, a vasopressin analog indicated for the treatment of nocturia due to nocturnal polyuria in adults who awaken at least two times per night to void.

The Company was incorporated in Ireland on December 1, 2015 as a private limited company, and re-registered as an Irish public limited company on November 21, 2016. Our headquarters are in Dublin, Ireland and we have operations in St. Louis, Missouri, United States, and Lyon, France.

The Company is an Irish public limited company, or plc, and is the successor to Flamel Technologies S.A., a French société anonyme (“Flamel”), as the result of the merger of Flamel with and into the Company which was completed at 11:59:59 p.m., Central Europe Time, on December 31, 2016 (the “Merger”) pursuant to the agreement between Flamel and Avadel entitled Common Draft Terms of Cross-Border Merger dated as of June 29, 2016 (the “Merger Agreement”). Immediately prior to the Merger, the Company was a wholly owned subsidiary of Flamel. As a result of the Merger Agreement:


•	Flamel ceased to exist as a separate entity and the Company continued as the surviving entity and assumed all of the assets and liabilities of Flamel.


•	our authorized share capital is $5,500 divided into 500,000 ordinary shares with a nominal value of $0.01 each and 50,000 preferred shares with a nominal value of $0.01 each.


◦	all outstanding ordinary shares of Flamel, €0.122 nominal value per share, were canceled and exchanged on a one-for-one basis for newly issued ordinary shares of the Company, $0.01 nominal value per share.

◦

our board of directors is authorized to issue preferred shares on a non-pre-emptive basis, for a maximum period of five years, at which point it may be renewed by shareholders. The board of directors has discretion to dictate terms attached to the preferred shares, including voting, dividend, conversion rights, and priority relative to other classes of shares with respect to dividends and upon a liquidation.


•	all outstanding American Depositary Shares (ADSs) representing ordinary shares of Flamel were canceled and exchanged on a one-for-one basis for ADSs representing ordinary shares of the Company.

Thus, the Merger changed the jurisdiction of our incorporation from France to Ireland, and an ordinary share of the Company held (either directly or represented by an ADS) immediately after the Merger continued to represent the same proportional interest in our equity owned by the holder of a share of Flamel immediately prior to the Merger.

Prior to completion of the Merger, the Flamel ADSs were listed on the Nasdaq Global Market (“Nasdaq”) under the trading symbol “FLML”; and immediately after the Merger the Company’s ADSs were listed for and began trading on Nasdaq on January 3, 2017 under the trading symbol “AVDL.”

Further details about the reincorporation, the Merger and the Merger Agreement are contained in our definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2017.

Under Irish law, the Company can only pay dividends and repurchase shares out of distributable reserves, as discussed further in the Company’s proxy statement filed with the SEC as of July 5, 2016. Upon completion of the Merger, the Company did not have any distributable reserves. On February 15, 2017, the Company filed a petition with the High Court of Ireland seeking the court’s confirmation of a reduction of the Company’s share premium so that it can be treated as distributable reserves for the purposes of Irish law. On March 6, 2017, the High Court issued its order approving the reduction of the Company’s share premium by $317,254 which can be treated as distributable reserves.

Basis of Presentation. The Condensed Consolidated Balance Sheet as of December 31, 2017, which is primarily derived from the prior year 2017 audited consolidated financial statements, and the interim condensed consolidated financial statements presented herein, have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP), the requirements of Form 10-Q and Article 10 of Regulation S-X and, consequently, do not include all information or footnotes required by U.S. GAAP for complete financial statements or all the disclosures normally made in an annual report on Form 10-K. Accordingly, the condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s 2017 Annual Report on Form 10-K filed with the SEC on March 16, 2018.

The condensed consolidated financial statements include the accounts of the Company and subsidiaries, and reflect all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. All material intercompany accounts and transactions have been eliminated. Results for interim periods are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.

Our results of operations for the three months ended March 31, 2017 and for the period January 1, 2018 through February 16, 2018 include the results of FSC Therapeutics and FSC Laboratories, Inc., which is also a subsidiary of the Company (collectively “FSC”), prior to its February 16, 2018 disposition date. See Note 12 : Divestiture of the Pediatric Assets, for additional information. All intercompany accounts and transactions have been eliminated.

Revenue. Revenue includes sales of pharmaceutical products, licensing fees, and, if any, milestone payments for research and development (“R&D”) achievements.

Effective January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” using the modified retrospective transition method applied to all open contracts as at December 31, 2017. The adoption of the new standard did not have a material effect on the overall timing or amount of revenue recognized when compared to prior accounting standards. See Note 3 : Revenue Recognition for expanded disclosures related to this new pronouncement.

ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments. Under ASC 606, an entity recognizes revenue when the performance obligations to the customer have been satisfied through the transfer of control of the goods or services. To determine the appropriate revenue recognition for arrangements that the Company believes are within the scope of ASC 606, it performs the following five steps: (i) Identify the contract(s) with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; and (v) Recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to contracts only when the Company and its customer’s rights and obligations under the contract can be determined, the contract has commercial substance, and it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. For contracts that are determined to be within the scope of ASC 606, the Company identifies the promised goods or services in the contract to determine if they are separate performance obligations or if they should be bundled with other goods and services into a single performance obligation. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Product Sales and Services

The Company sells products primarily through wholesalers and considers these wholesalers to be its customers. Under ASC 606, revenue from product sales is recognized when the customer obtains control of the Company’s product, which occurs typically upon receipt by the customer. As is customary in the pharmaceutical industry, the Company’s gross product sales are subject to a variety of price deductions in arriving at reported net product sales. These adjustments include estimates of product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated based on analysis of historical data for the product or comparable products, future expectations for such products and other judgments and analysis.

License Revenue

The Company from time to time may enter into out-licensing agreements which are within the scope of ASC 606 under which it licenses certain rights to its products or intellectual property to third parties. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; development, regulatory, and commercial milestone payments. Each of these payments results in license revenue.

For a complete discussion of the accounting for net product revenue and license revenues, see Note 3 : Revenue Recognition.

Newly Issued Accounting Pronouncements	3 Months Ended
Newly Issued Accounting Pronouncements	Mar. 31, 2018
New Accounting Pronouncements and Changes in Accounting Principles [Abstract]
Newly Issued Accounting Pronouncements	Newly Issued Accounting Standards In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” The standard requires the service component of pension and other postretirement benefit expense to be presented in the same statement of income lines as other employee compensation costs, however, the other components will be presented outside of operating income. In addition, only the service cost component will be eligible for capitalization in assets. The Company adopted this standard and it had an immaterial impact on our condensed consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment.” This update eliminates step 2 from the goodwill impairment test, and requires the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for the Company in the first calendar quarter of 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company will assess the timing of adoption and impact of this guidance to future impairment considerations. In February 2016, the FASB issued ASU 2016-02, “Leases” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This update requires lessees to recognize on their balance sheet a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on our condensed consolidated financial statements.

- Definition

The entire disclosure of changes in accounting principles, including adoption of new accounting pronouncements, that describes the new methods, amount and effects on financial statement line items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6507316

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Direct Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=66092750

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22583-107794

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Indirect Effects of a Change in Accounting Principle
-URI http://asc.fasb.org/extlink&oid=6515603

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22580-107794

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.10-01.(b)(6))
-URI http://asc.fasb.org/extlink&oid=27015980&loc=d3e46468-122699

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Accounting Change
-URI http://asc.fasb.org/extlink&oid=6503790

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=64853466&loc=d3e22499-107794

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Retrospective Application
-URI http://asc.fasb.org/extlink&oid=6523989

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e765-108305

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 270
-SubTopic 10
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68064558&loc=d3e725-108305

+ Details

Revenue Recognition	3 Months Ended
Revenue Recognition	Mar. 31, 2018
Deferred Revenue Disclosure [Abstract]
Revenue Recognition	Revenue Recognition The Company generates revenue primarily from the sale of pharmaceutical products to customers. The Company also generates revenue from licensing arrangements whereby the Company provides access to certain of its intellectual property. Periods prior to January 1, 2018 Product Sales and Services Revenue is generally realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. The Company recorded revenue from product sales when title and risk of ownership transferred to the customer, which was typically upon delivery to the customer and when the selling price was determinable. Licensing Revenues From time to time, the Company enters into licensing agreements for the license of technology used for developing modified/controlled release of oral pharmaceutical products. Non-refundable fees where the Company had continuing performance obligations were deferred and recognized ratably over the projected performance period. Milestone payments, which were typically related to regulatory, commercial or other achievements by the Company or their licensees and distributors, were recognized as revenues when the milestone was accomplished and collection was reasonably assured. Periods commencing January 1, 2018 Product Sales and Services Effective January 1, 2018, the Company implemented ASC 606, Revenue From Contracts With Customers. The Company sells products primarily through wholesalers and considers these wholesalers to be its customers. Under ASC 606, revenue from product sales is recognized when the customer obtains control of the Company’s product and the Company’s performance obligations are met, which occurs typically upon receipt of delivery to the customer. As is customary in the pharmaceutical industry, the Company’s gross product sales are subject to a variety of price deductions in arriving at reported net product sales. These adjustments include estimates for product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated when the product is delivered based on analysis of historical data for the product or comparable products, as well as future expectations for such products. When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized. The Company determines that such services do not transfer a good/service to the customer but are considered administrative in nature to sell products to customers and accounts for such services as a fulfillment activity. Reserves to reduce Gross Revenues to Net Revenues Revenues from product sales are recorded at the net selling price, which includes estimates to reduce gross product sales to net product sales resulting from product returns, chargebacks, payment discounts, rebates, and other sales allowances that are offered within contracts between the Company and its customers and end users. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates to reduce gross selling price to net selling price to which it expects to be entitled based on the terms of its contracts. The actual selling price ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company maintains a returns policy, that generally offers customers a right of return for product that has been purchased from the Company. The Company estimates the amount of product returns and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities based on analysis of historical data for the product or comparable products, as well as future expectations for such products. Chargebacks, Discounts and Rebates Chargebacks, discounts and rebates represent the estimated obligations resulting from contractual commitments to sell products to its customers or end users at prices lower than the list prices charged to our wholesale customers. Customers charge the Company for the difference between the gross selling price they pay for the product and the ultimate contractual price agreed to between the Company and these end users. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable. Chargeback amounts are estimated at the time of sale to the customer. Revenue from licensing arrangements The terms of the Company’s licensing agreements may contain multiple performance obligations, including certain R&D activities. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments. Each of these payments results in license revenues. License of Intellectual Property If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments At the inception of each arrangement which includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price, if any, using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Disaggregation of revenue The Company’s primary source of revenue is from the sale of pharmaceutical products, which are equally affected by the same economic factors as it relates to the nature, amount, timing, and uncertainty of revenue and cash flows. For further detail about the Company’s revenues by product, see Note 17 : Company Operations by Product . Contract Balances The Company does not recognize revenue in advance of invoicing its customers and therefore has no related contract assets. A receivable is recognized in the period the Company sells its products and when the Company’s right to consideration is unconditional. See the condensed consolidated balance sheets for the balance of accounts receivable at March 31, 2018. See below for contract liability discussion and balance related to a license agreement. There were no material deferred contract costs at March 31, 2018. Transaction Price Allocated to the Remaining Performance Obligation For product sales, the Company generally satisfies its performance obligations within the same period the product is delivered. For certain licenses of intellectual property, specifically those with performance obligations satisfied over time, the Company allocates a portion of the transaction price to that performance obligation and recognizes revenue using an appropriate measure of progress towards development of the product. At March 31, 2018, the Company had deferred revenue of $1,884 representing the unsatisfied performance obligations associated with a license agreement. The Company has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Company applies the practical expedient in Topic 606 to its stand-alone contracts and does not disclose information about variable consideration from remaining performance obligations for which the Company recognizes revenue.

Fair Value Measurement

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurement

The Company is required to measure certain assets and liabilities at fair value, either upon initial recognition or for subsequent accounting or reporting. For example, we use fair value extensively when accounting for and reporting certain financial instruments, when measuring certain contingent consideration liabilities and in the initial recognition of net assets acquired in a business combination. Fair value is estimated by applying the hierarchy described below, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

ASC 820, Fair Value Measurements and Disclosures defines fair value as a market-based measurement that should be determined based on the assumptions that marketplace participants would use in pricing an asset or liability. When estimating fair value, depending on the nature and complexity of the asset or liability, we may generally use one or each of the following techniques:


•	Income approach, which is based on the present value of a future stream of net cash flows.


•	Market approach, which is based on market prices and other information from market transactions involving identical or comparable assets or liabilities.

As a basis for considering the assumptions used in these techniques, the standard establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:


•	Level 1 - Quoted prices for identical assets or liabilities in active markets.


•	Level 2 - Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are directly or indirectly observable, or inputs that are derived principally from, or corroborated by, observable market data by correlation or other means.


•	Level 3 - Unobservable inputs that reflect estimates and assumptions.

The following table summarizes the financial instruments measured at fair value on a recurring basis classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the accompanying condensed consolidated balance sheets:



	As of March 31, 2018						As of December 31, 2017
Fair Value Measurements:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Marketable securities (see Note 5)
Equity securities	$	10,163	$	—	$	—	$	468	$	—	$	—
Money market funds	60,059		—		—		44,481		—		—
Corporate bonds	—		41,314		—		—		9,262		—
Government securities - U.S.	—		36,777		—		—		19,050		—
Other fixed-income securities	—		8,956		—		—		4,250		—
Total assets	$	70,222	$	87,047	$	—	$	44,949	$	32,562	$	—

Related party payable (see Note 8)	—		—		72,767		—		—		98,925
Total liabilities	$	—	$	—	$	72,767	$	—	$	—	$	98,925

A review of fair value hierarchy classifications is conducted on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification for certain financial assets or liabilities. During the periods ended March 31, 2018 and December 31, 2017, respectively, there were no transfers in and out of Level 1, 2, or 3. During the three month periods ended March 31, 2018 and 2017, respectively, we did not recognize any other-than-temporary impairment loss.

Some of the Company’s financial instruments, such as cash and cash equivalents, accounts receivable and accounts payable, are reflected in the balance sheet at carrying value, which approximates fair value due to their short-term nature.

Debt

We estimate the fair value of our $143,750 aggregate principal amount of 4.50% exchangeable senior notes due 2023 (the “2018 Notes”) based on interest rates that would be currently available to the Company for issuance of similar types of debt instruments with similar terms and remaining maturities, which is classified as a Level 2 input. As the 2018 Notes were issued and the fair value was calculated in the first quarter of 2018 and there are no other factors that would significantly cause the fair value to change, the estimated fair value of the 2018 Notes approximates its carrying value at March 31, 2018.

Additionally, the Company’s other debt is reflected in the balance sheet at carrying value, which approximates fair value, as these represent non-interest bearing grants from the French government and are repayable only if the research project is technically or commercially successful.

See Note 9 : Long-Term Debt for additional information regarding our debt obligations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Marketable Securities

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

The Company has investments in available-for-sale marketable securities which are recorded at fair market value. Prior to January 1, 2018, unrealized gains and losses on all securities are recorded as other comprehensive income (loss) in shareholders’ equity, net of income tax effects.

On January 1, 2018, the Company adopted ASU 2016-01, which requires the change in the fair value of available-for-sale equity investments to be recognized in our condensed consolidated statements of income (loss) rather than as a component of our condensed consolidated statement of comprehensive income (loss). For the three months ended March 31, 2018, net unrealized losses on our available-for-sale equity investments of $298 were recorded as a component of investment income in the accompanying condensed consolidated statements of income (loss). For comparability purposes, net unrealized gains on our available-for-sale equity investments of $726 were recorded as other comprehensive income in shareholders’ equity, net of income tax effects for the three months ended March 31, 2017.

The following tables show the Company’s available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category as of March 31, 2018 and December 31, 2017, respectively:



	March 31, 2018
Marketable Securities:	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value

Equity securities	$	10,461	$	28	$	(326	)	$	10,163
Money market funds	60,073		—		(14		)	60,059
Corporate bonds	41,554		4		(244		)	41,314
Government securities - U.S.	36,868		40		(131		)	36,777
Other fixed-income securities	8,984		2		(30		)	8,956
Total	$	157,940	$	74	$	(745	)	$	157,269



	December 31, 2017
Marketable Securities:	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value

Equity securities	$	443	$	31	$	(6	)	$	468
Money market funds	44,525		—		(44		)	44,481
Corporate bonds	9,285		1		(24		)	9,262
Government securities - U.S.	19,080		—		(30		)	19,050
Other fixed-income securities	4,259		—		(9		)	4,250
Total	$	77,592	$	32	$	(113	)	$	77,511

We determine realized gains or losses on the sale of marketable securities on a specific identification method. We recognized gross realized gains of $213 and $89 for the three months ended March 31, 2018, and 2017, respectively. These realized gains were offset by realized losses of $134 and $518 for the three months ended March 31, 2018, and 2017, respectively. We reflect these gains and losses as a component of investment income in the accompanying condensed consolidated statements of income (loss).

The following table summarizes the estimated fair value of our investments in marketable debt securities, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities as of March 31, 2018:



	Maturities
Marketable Debt Securities:	Less than 1 Year		1-5 Years		5-10 Years		Greater than 10 Years		Total

Corporate bonds	$	18,502	$	22,812	$	—	$	—	$	41,314
Government securities - U.S.	—		36,271		506		—		36,777
Other fixed-income securities	1,207		7,749		—		—		8,956
Total	$	19,709	$	66,832	$	506	$	—	$	87,047

The Company has classified our investment in available-for-sale marketable securities as current assets in the condensed consolidated balance sheets as the securities need to be available for use, if required, to fund current operations. There are no restrictions on the sale of any securities in our investment portfolio.

Inventories

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Inventories

The principal categories of inventories, net reserves of $2,638 and $1,039 at March 31, 2018 and December 31, 2017, respectively, are comprised of the following:



Inventory:	March 31, 2018		December 31, 2017

Finished goods	$	4,495	$	4,774
Raw materials	1,453		1,383
Total	$	5,948	$	6,157

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The Company’s amortizable and unamortizable intangible assets at March 31, 2018 and December 31, 2017 are as follows:



	March 31, 2018							December 31, 2017
Goodwill and Intangible Assets:	Gross Value		Accumulated Amortization			Net Carrying Amount		Gross Value		Accumulated Amortization			Net Carrying Amount

Amortizable intangible assets:
Acquired developed technology - Noctiva	$	73,111	$	(2,781	)	$	70,330	$	73,111	$	(1,401	)	$	71,710
Acquired developed technology - Vazculep	12,061		(9,820		)	2,241		12,061		(9,616		)	2,445
Acquired product marketing rights ⁽¹⁾	—		—			—		16,600		(2,132		)	14,468
Acquired developed technology ⁽¹⁾	—		—			—		4,300		(634		)	3,666
Total amortizable intangible assets	$	85,172	$	(12,601	)	$	72,571	$	106,072	$	(13,783	)	$	92,289

Unamortizable intangible assets:
Goodwill	$	18,491	$	—		$	18,491	$	18,491	$	—		$	18,491
Total unamortizable intangible assets	$	18,491	$	—		$	18,491	$	18,491	$	—		$	18,491

⁽¹⁾ These intangible assets were assumed by the buyer as part of the disposition of the pediatrics products on February 16, 2018. See Note 12 : Divestiture of the Pediatric Assets.

The Company recorded amortization expense related to amortizable intangible assets of $1,767 and $564 for the three months ended March 31, 2018 and 2017, respectively.

Amortizable intangible assets are amortized over their estimated useful lives, which range from three to fifteen years. Estimated amortization of intangible assets for the next five years is as follows:



Estimated Amortization Expense:	Amount

2018	$	6,619
2019	6,439
2020	6,439
2021	5,624
2022	5,624

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Long-Term Related Party Payable

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-Term Related Party Payable

Long-term related party payable and related activity are reported at fair value and consist of the following at March 31, 2018 and December 31, 2017:



				Activity during the Three Months Ended March 31, 2018
							Changes in Fair Value of Related Party Payable
Long-Term Related Party Payable:	Balance, December 31, 2017			Payments to Related Parties			Operating Expense			Other Expense		Warrant Exercise			Disposal			Balance, March 31, 2018

Acquisition-related contingent consideration:
Warrants - Éclat Pharmaceuticals (a)	$	2,479		$	—		$	(312	)	$	—	$	(2,167	)	$	—		$	—
Earn-out payments - Éclat Pharmaceuticals (b)	67,744			(5,790		)	3,029			—		—			—			64,983
Royalty agreement - FSC (c)	5,740			(402		)	251			—		—			(5,337		)	252
Financing-related:
Royalty agreement - Deerfield (d)	5,392			(559		)	—			268		—			—			5,101
Royalty agreement - Broadfin (e)	2,570			(266		)	—			127		—			—			2,431
Long-term liability - FSC (f)	15,000			—			—			—		—			(15,000		)	—
Total related party payable	98,925			$	(7,017	)	$	2,968		$	395	$	(2,167	)	$	(20,337	)	72,767
Less: Current portion	(25,007		)															(21,121		)
Total long-term related party payable	$	73,918																$	51,646

Long-term related party payable and related activity are reported at fair value and consist of the following at March 31, 2018 and December 31, 2017:

(a)

As part of the consideration for the Company’s acquisition of Éclat on March 13, 2012, the Company issued two warrants to a related party with a six-year term which allow for the purchase of a combined total of 3,300 ordinary shares of Avadel. One warrant was exercisable for 2,200 shares at an exercise price of $7.44 per share, and the other warrant was exercisable for 1,100 shares at an exercise price of $11.00 per share. On February 23, 2018, the related party exercised in full the warrant to purchase 2,200 ordinary shares. These warrants were settled by delivering to the related party cash of $2,911 and approximately 603 ADS. On March 12, 2018, the remaining warrants to purchase 1,100 ordinary shares expired.

The fair value of the warrants is estimated on a quarterly basis using a Black-Scholes option pricing model with the following assumptions at December 31, 2017:



Assumptions for the Warrant Valuation:	December 31, 2017

Stock price	$	8.20
Weighted average exercise price per share	8.63
Expected term (years)	0.25
Expected volatility	37.90		%
Risk-free interest rate	1.39		%
Expected dividend yield	—

These Black-Scholes fair value measurements are based on significant inputs not observable in the market and thus represent a level 3 measurement as defined in ASC 820. The fair value of the warrant consideration was most sensitive to movement in the Company’s share price and expected volatility at the balance sheet date.

Expected term: The expected term of the options or warrants represents the period of time between the grant date and the time the options or warrants are either exercised or forfeited, including an estimate of future forfeitures for outstanding options or warrants. Given the limited historical data and the grant of stock options and warrants to a limited population, the simplified method has been used to calculate the expected life.

Expected volatility: The expected volatility is calculated based on an average of the historical volatility of the Company’s stock price for a period approximating the expected term.

Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and a maturity that approximates the expected term.

Expected dividend yield: The Company has not distributed any dividends since its inception and has no plan to distribute dividends in the foreseeable future.

At the closing date of the 2012 Éclat acquisition and at December 31, 2017, it was uncertain whether the Company would ultimately fulfill its obligation under these warrants using ordinary shares or cash. Accordingly, pursuant to the guidance of ASC 480, the Company determined that these warrants should be classified as a liability. This classification as a liability was further supported by the Company’s determination, pursuant to the guidance of ASC 815-40-15-7(i), that these warrants could also not be considered as being indexed to the Company’s own ordinary shares, on the basis that the exercise price for the warrants is determined in U.S. dollars, although the functional currency of the Company at the closing date of the Éclat acquisition was the Euro.

(b)

In March 2012, the Company acquired all of the membership interests of Éclat from Breaking Stick Holdings, L.L.C. (“Breaking Stick”, formerly Éclat Holdings), an affiliate of Deerfield. Breaking Stick is majority owned by Deerfield, with a minority interest owned by the Company’s CEO, and certain other current and former employees. As part of the consideration, the Company committed to provide quarterly earn-out payments equal to 20% of any gross profit generated by certain Éclat products. These payments will continue in perpetuity, to the extent gross profit of the related products also continue in perpetuity.

(c)

In February 2016, the Company acquired all of the membership interests of FSC from Deerfield. The consideration for this transaction in part included a commitment to pay quarterly a 15% royalty on the net sales of certain FSC products, up to $12,500 for a period not exceeding ten years. This obligation was assumed by the buyer as part of the disposition of the pediatrics products on February 16, 2018. See Note 12 : Divestiture of the Pediatric Assets.

(d)

As part of a February 2013 debt financing transaction conducted with Deerfield, the Company received cash of $2,600 in exchange for entering into a royalty agreement whereby the Company shall pay quarterly a 1.75% royalty on the net sales of certain Éclat products until December 31, 2024. In connection with such debt financing transaction, the Company granted Deerfield a security interest in the product registration rights of the Eclat products.


(e)	As part of a December 2013 debt financing transaction conducted with Broadfin Healthcare Master Fund, a related party and current shareholder, the Company received cash of $2,200 in exchange for entering into a royalty agreement whereby the Company shall pay quarterly a 0.834% royalty on the net sales of certain Éclat products until December 31, 2024.

(f)

In February 2016, the Company acquired all of the membership interests of FSC from Deerfield. The consideration for this transaction in part consists of payments totaling $1,050 annually for five years with a final payment in January 2021 of $15,000. Substantially all of FSC’s and its subsidiaries’ assets are pledged as collateral to Deerfield. This obligation was assumed by the buyer as part of the disposition of the pediatrics products on February 16, 2018. See Note 12 : Divestiture of the Pediatric Assets.

At March 31, 2018, the fair value of each related party payable listed in (b) through (e) above was estimated using a discounted cash flow model based on estimated and projected annual net revenues or gross profit, as appropriate, of each of the specified Éclat products using an appropriate risk-adjusted discount rate of 15%. These fair value measurements are based on significant inputs not observable in the market and thus represent a level 3 measurement as defined in ASC 820. Subsequent changes in the fair value of the acquisition-related related party payables, resulting primarily from management’s revision of key assumptions, will be recorded in the condensed consolidated statements of income (loss) in the line items entitled “Changes in fair value of related party contingent consideration” for items noted in (b) and (c) above and in “Other expense - changes in fair value of related party payable” for items (d) and (e) above. See Note 1: Summary of Significant Accounting Policies under the caption Acquisition-related Contingent Consideration and Financing-related Royalty Agreements in Part II, Item 8 of the Company’s 2017 Annual Report on Form 10-K for more information on key assumptions used to determine the fair value of these liabilities.

The Company has chosen to make a fair value election pursuant to ASC 825, “Financial Instruments” for its royalty agreements detailed in items (d) and (e) above. These financing-related liabilities are recorded at fair market value on the condensed consolidated balance sheets and the periodic change in fair market value is recorded as a component of “Other expense – change in fair value of related party payable” on the condensed consolidated statements of income (loss).

The following table summarizes changes to the related party payables, a recurring Level 3 measurement, for the three-month periods ended March 31, 2018 and 2017, respectively:



Related Party Payable Rollforward:	Balance

Balance at December 31, 2016	$	169,347
Payment of related party payable	(8,613		)
Fair value adjustments ⁽¹⁾	(7,521		)
Balance at March 31, 2017	$	153,213

Balance at December 31, 2017	$	98,925
Payment of related party payable	(7,017		)
Fair value adjustments ⁽¹⁾	3,363
Warrant exercise	(2,167		)
Disposition of the pediatrics products	(20,337		)
Balance at March 31, 2018	$	72,767

⁽¹⁾Fair value adjustments are reported as Changes in fair value of related party contingent consideration and Other expense - changes in fair value of related party payable in the condensed consolidated statements of income (loss).

Long-Term Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term debt is summarized as follows:



	March 31, 2018			December 31, 2017
Principal amount of 4.50% exchangeable senior notes due 2023	$	143,750		$	—
Less: debt discount and issuance costs, net	(32,232		)	—
Net carrying amount of liability component	111,518			—
Other	320			267
Subtotal	111,838			267
Less: current maturities	(114		)	(111		)
Long-term debt	$	111,724		$	156

Equity component:
Equity component of exchangeable notes, net of issuance costs	$	26,699		$	—

Issuance of Debt Securities

On February 16, 2018, Avadel Finance Cayman Limited, a Cayman Islands exempted company (the “Issuer”) and an indirect wholly-owned subsidiary of the Company, issued $125,000 aggregate principal amount of 4.50% exchangeable senior notes due 2023 (the “2018 Notes”) in a private placement (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act. In connection with the Offering, the Issuer granted the initial purchasers of the 2018 Notes a 30-day option to purchase up to an additional $18,750 aggregate principal amount of the 2018 Notes, which was fully exercised on February 16, 2018. Net proceeds received by the Company, after issuance costs and discounts, were approximately $137,560.

The Company pays 4.50% cash interest per year on the principal amount of the 2018 Notes, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2018, to holders of record at the close of business on the preceding January 15 or July 15, respectively. Interest accrues on the principal amount of the 2018 Notes from and including the date the 2018 Notes were issued or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next interest payment date. The 2018 Notes are general, unsecured obligations of the Issuer, and are fully and unconditionally guaranteed by the Company on a senior unsecured basis. There are no financial debt covenants associated with the 2018 Notes.

The 2018 Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness and effectively junior to any of the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness.

The 2018 Notes will be exchangeable at the option of the holders at an initial exchange rate of 92.6956 ADSs per $1 principal amount of 2018 Notes, which is equivalent to an initial exchange price of approximately $10.79 per ADS. Such initial exchange price represents a premium of approximately 20% to the $8.99 per ADS closing price on The Nasdaq Global Market on February 13, 2018. Upon the exchange of any 2018 Notes, the Issuer will pay or cause to be delivered, as the case may be, cash, ADSs or a combination of cash and ADSs, at the Issuer’s election. Holders of the 2018 Notes may convert their 2018 Notes, at their option, only under the following circumstances prior to the close of business on the business day immediately preceding August 1, 2022, under the circumstances and during the periods set forth below and regardless of the conditions described below, on or after August 1, 2022 and prior to the close of business on the business day immediately preceding the maturity date:

•

Prior to the close of business on the business day immediately preceding August 1, 2022, a holder of the 2018 Notes may surrender all or any portion of its 2018 Notes for exchange at any time during the five business day period immediately after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1 principal amount of 2018 Notes, as determined following a request by a holder of the 2018 Notes, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ADSs and the exchange rate on each such trading day.

•

If a transaction or event that constitutes a fundamental change or a make-whole fundamental change occurs prior to the close of business on the business day immediately preceding August 1, 2022, regardless of whether a holder of the 2018 Notes has the right to require the Company to repurchase the 2018 Notes, or if Avadel is a party to a merger event that occurs prior to the close of business on the business day immediately preceding August 1, 2022, all or any portion of a the holder’s 2018 Notes may be surrendered for exchange at any time from or after the date that is 95 scheduled trading days prior to the anticipated effective date of the transaction (or, if later, the earlier of (x) the business day after the Company gives notice of such transaction and (y) the actual effective date of such transaction) until 35 trading days after the actual effective date of such transaction or, if such transaction also constitutes a fundamental change, until the related fundamental change repurchase date.

•

Prior to the close of business on the business day immediately preceding August 1, 2022, a holder of the 2018 Notes may surrender all or any portion of its 2018 Notes for exchange at any time during any calendar quarter commencing after the calendar quarter ending on June 30, 2018 (and only during such calendar quarter), if the last reported sale price of the ADSs for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day.

•

If the Company calls the 2018 Notes for redemption pursuant to Article 16 prior to the close of business on the business day immediately preceding August 1, 2022, then a holder of the 2018 Notes may surrender all or any portion of its 2018 Notes for exchange at any time prior to the close of business on the second business day prior to the redemption date, even if the 2018 Notes are not otherwise exchangeable at such time. After that time, the right to exchange shall expire, unless the Company defaults in the payment of the redemption price, in which case a holder of the 2018 Notes may exchange its 2018 Notes until the redemption price has been paid or duly provided for.

The Company considered the guidance in ASC 815-15, Embedded Derivatives, to determine if this instrument contains an embedded feature that should be separately accounted for as a derivative. ASC 815 provides for an exception to this rule when convertible notes, as host instruments, are deemed to be conventional, as defined by ASC 815-40. The Company determined that this exception applies due, in part, to our ability to settle the 2018 Notes in cash, ADSs or a combination of cash and ADSs, at our option. The Company has therefore applied the guidance provided by ASC 470-20, Debt with Conversion and Other Options which requires that the 2018 Notes be separated into debt and equity components at issuance and a value be assigned to each. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected our non-convertible debt borrowing rate for similar debt. The equity component of the 2018 Notes was recognized as a debt discount and represents the difference between the proceeds from the issuance of the 2018 Notes and the fair value of the liability of the 2018 Notes on its issuance date. The excess of the principal amount of the liability component over its carrying amount (the “Debt Discount”) is amortized to interest expense using the effective interest method over the term of the 2018 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

In connection with the issuance of the 2018 Notes, we incurred approximately $6,190 of debt issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated these costs to the liability and equity components based on the allocation of the proceeds. Of the total $6,190 of debt issuance costs, $1,201 were allocated to the equity component and recorded as a reduction to additional paid-in capital and $4,989 were allocated to the liability component and recorded as a reduction to debt on our condensed consolidated balance sheets. The portion allocated to the liability component is amortized to interest expense using the effective interest method over the same five-year term as the related 2018 Notes.

Other Debt

French government agencies provide financing to French companies for R&D. At March 31, 2018 and December 31, 2017, the Company had outstanding loans of $320 and $267, respectively for various programs. These loans do not bear interest and are repayable only in the event the research project is technically or commercially successful. Potential repayment is scheduled to occur through 2019.

Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

The components of income (loss) before income taxes are as follows:



	Three Months Ended March 31,
Income (Loss) Before Income Taxes:	2018			2017

Ireland	$	(4,927	)	$	6,664
United States	(9,835		)	32,010
France	199			(4,225		)
Total income (loss) before income taxes	$	(14,563	)	$	34,449

The items accounting for the difference between the income tax provision computed at the statutory rate and the Company’s effective tax rate are as follows:



	Three Months Ended March 31,
Income Tax Rate Reconciliation:	2018			2017

Statutory tax rate	12.5		%	12.5		%
International tax rates differential	8.9		%	17.0		%
Change in valuation allowance	(4.7		)%	2.0		%
Nondeductible change in fair value of contingent consideration	(3.8		)%	(7.2		)%
Nondeductible stock-based compensation	(1.1		)%	(0.2		)%
Unrecognized tax benefits	(1.5		)%	0.8		%
State and local income taxes, net of federal	0.1		%	0.1		%
Change in U.S. tax law	—		%	—		%
Other	5.6		%	(0.2		)%
Effective income tax rate	16.0		%	24.8		%

Income tax (benefit) provision - at statutory tax rate	$	(1,820	)	$	4,306
International tax rates differential	(1,298		)	5,860
Change in valuation allowance	690			684
Nondeductible change in fair value of contingent consideration	551			(2,476		)
Nondeductible stock-based compensation	160			(55		)
Unrecognized tax benefits	220			259
State and local income taxes, net of federal	(19		)	34
Change in U.S. tax law	—			—
Other	(811		)	(73		)
Income tax (benefit) provision - at effective income tax rate	$	(2,327	)	$	8,539

The income tax benefit and provision for the three months ended March 31, 2018 and 2017 was $2,327 and $8,539, respectively. The decrease in the income tax provision for the three months ended March 31, 2018 is primarily the result of decreases in income in the United States and Ireland, and was partially offset by a reduction in the amount of nondeductible contingent consideration and a lower statutory tax rate in the United States when compared to the same period in 2017. We have not made any additional measurement period adjustments related to US federal tax reform legislation (the “Tax Act”) enacted on December 22, 2017 during the three months ended March 31, 2018. We are still evaluating the provisions of the Tax Act and its impact on our condensed consolidated financial statements.

Other Assets and Liabilities

3 Months Ended

Mar. 31, 2018

Other Liabilities Disclosure [Abstract]

Other Assets and Liabilities

Various other assets and liabilities are summarized as follows:



Prepaid Expenses and Other Current Assets:	March 31, 2018		December 31, 2017

Valued-added tax recoverable	$	1,031	$	1,206
Prepaid expenses	8,497		7,106
Advance to suppliers and other current assets	612		128
Guarantee from Armistice (see Note 12)	467		—
Income tax receivable	521		518
Total	$	11,128	$	8,958



Other Non-Current Assets:	March 31, 2018		December 31, 2017

Deferred tax assets	$	6,728	$	3,877
Long-term deposit	3,350		3,350
Guarantee from Armistice (see Note 12)	6,153		—
Other	4,010		3,022
Total	$	20,241	$	10,249



Accrued Expenses	March 31, 2018		December 31, 2017

Accrued compensation	$	2,533	$	3,157
Accrued social charges	595		1,204
Accrued employee severance (see Note 13)	824		1,000
Customer allowances	11,747		10,613
Accrued ELAA payment ⁽¹⁾	20,000		20,000
Accrued contract manufacturing organization charges	2,095		2,327
Accrued contract sales organization and marketing costs	3,514		7,641
Other	4,640		4,984
Total	$	45,948	$	50,926



Other Non-Current Liabilities:	March 31, 2018		December 31, 2017

Provision for retirement indemnity	$	1,340	$	1,303
Customer allowances	1,700		1,636
Unrecognized tax benefits	4,229		3,954
Guarantee to Deerfield (see Note 12)	6,174		—
Other	809		191
Total	$	14,252	$	7,084

⁽¹⁾ This amount was paid subsequent to March 31, 2018.

Divestiture of the Pediatric Assets

3 Months Ended

Mar. 31, 2018

Discontinued Operations and Disposal Groups [Abstract]

Divestiture of the Pediatric Assets

On February 12, 2018, the Company, together with its subsidiaries Avadel Pharmaceuticals (USA), Inc., Avadel Pediatrics, Inc., FSC Therapeutics, LLC (“FSC Therapeutics”), and Avadel US Holdings, Inc. (“Holdings”), as the “Sellers,” entered into an asset purchase agreement (the “Purchase Agreement”) with Cerecor, Inc. (“Cerecor”). The transaction closed on February 16, 2018 wherein Cerecor purchased from the Sellers four pediatric commercial stage assets – Karbinal™ ER, Cefaclor, Flexichamber™ and AcipHex® Sprinkle™, together with certain associated business assets – which were held by FSC. The Company acquired FSC in February 2016 from Deerfield and certain of its affiliates. Pursuant to the Purchase Agreement, Cerecor assumed the Company’s remaining payment obligations to Deerfield under the Membership Interest Purchase Agreement, dated as of February 5, 2016, between Holdings, Flamel Technologies SA (the predecessor of the Company) and Deerfield and certain of its affiliates, which payment obligations consist of the following (collectively, the “Assumed Obligations”): (i) a quarterly payment of $263 beginning in July 2018 and ending in October 2020, amounting to an aggregate payment obligation of $2,625; (ii) a payment in January 2021 of $15,263; and (iii) a quarterly royalty payment of 15% on net sales of the FSC products through February 5, 2026 (“FSC Product Royalties”), in an aggregate amount of up to approximately $10,300. Cerecor also assumed certain contracts and other obligations related to the acquired assets, and in that connection Holdings agreed to pay Cerecor certain make-whole payments associated with obligations Cerecor is assuming related to a certain supply contract related to Karbinal™ ER.

In conjunction with the divestiture, the Company also entered into the following arrangements:

License and Development Agreement

Also in connection with the closing under the Purchase Agreement, Flamel Ireland Limited, an Irish limited company operating under the trade name of Avadel Ireland (“Avadel Ireland”) and a wholly-owned subsidiary of the Company, and Cerecor entered into a license and development agreement (the “License and Development Agreement”) pursuant to which, among other things:


•	Avadel Ireland will provide Cerecor with four product formulations utilizing Avadel Ireland’s LiquiTime™ technology, and will complete pilot bioequivalence studies for such product formulations within 18 months;


•	Cerecor will reimburse Avadel Ireland for development costs of the four LiquiTime™ products in excess of $1,000 in the aggregate;


•	Upon transfer of the four product formulations, Cerecor will assume all remaining development costs and responsibilities for the product development, clinical studies, NDA applications and associated filing fees; and


•	Upon regulatory approval and commercial launch of any LiquiTime™ products, Cerecor will pay Avadel Ireland quarterly royalties based on a percentage of net sales of any such products in the mid-single digit range.

Deerfield Guarantee

In connection with the closing under the Purchase Agreement, the Company and Holdings provided their guarantee (the “Deerfield Guarantee”) in favor of Deerfield. Under the Deerfield Guarantee, the Company and Holdings guaranteed to Deerfield the payment by Cerecor of the Assumed Obligations under the Membership Interest Purchase Agreement between the Company and Deerfield dated February 5, 2016. The Assumed Obligations include (i) a quarterly payment of $263 beginning in July 2018 and ending in October 2020, amounting to an aggregate payment obligation of $2,625; (ii) a payment in January 2021 of $15,263; and (iii) a quarterly royalty payment of 15% on net sales of the FSC products through February 6, 2026 (“FSC Product Royalties”), in an aggregate amount of up to approximately $10,300. In addition, under the Deerfield Guarantee, the Company and Holdings guaranteed that Deerfield would receive certain minimum annual FSC Product Royalties through February 6, 2026 (the “Minimum Royalties”). Given the Company’s explicit guarantee to Deerfield, the Company recorded the guarantee in accordance with ASC 460. A valuation was performed, which was based largely on an analysis of the potential timing of each possible cash outflow described above and the likelihood of Cerecor’s default on such payments assuming an S&P credit rating of CCC+. The result of this valuation identified a guarantee liability of $6,643. This liability is being amortized proportionately based on undiscounted cash outflows through the remainder of the contract with Deerfield.

Armistice Guarantee

In connection with the closing under the Purchase Agreement, Armistice Capital Master Fund, Ltd., the majority shareholder of Cerecor, guaranteed to Holdings the payment by Cerecor of the Assumed Obligations, including the Minimum Royalties. A valuation of the guarantee asset was performed in accordance with ASC 460 and a guarantee asset of $6,620 was recorded. This asset is being amortized proportionately based on undiscounted cash outflows through the remainder of the contract with Deerfield noted above.

The fair values of the Avadel guarantee to Deerfield and the guarantee received by Avadel from Armistice largely offset and when combined are not material.

Based on management’s review of ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, the disposition of our pediatric assets and related liabilities did not qualify for discontinued operations reporting. Our results of operations for the three months ended March 31, 2017 and for the period January 1, 2018 through February 16, 2018 include the results of FSC, prior to its February 16, 2018 disposition date.

The net impact of this transaction was not material to the condensed consolidated statements of income (loss).

- Definition

The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

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+ Details

Restructuring Costs

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring Costs

During the first quarter of 2017, the Company announced a plan to reduce our workforce at our Vennixeux, France site by approximately 50%. This reduction is an effort to align the Company’s cost structure with our ongoing and future planned projects. In July 2017, the Company completed negotiations with the works council for our French operations and received approval from the French Labor Commission (DIRECCTE) to implement the plan. The reduction is substantially complete at March 31, 2018. Restructuring charges of $153 and $2,653 were recognized during the three months ended March 31, 2018 and 2017, respectively. The following table sets forth activities for the Company’s cost reduction plan obligations for the three months ended March 31, 2018 and 2017:



Severance Obligation:	2018			2017

Balance of restructuring accrual at January 1,	$	1,000		$	—
Charges for employee severance, benefits and other	153			2,653
Payments	(359		)	—
Foreign currency impact	30			—
Balance of restructuring accrual at March 31,	$	824		$	2,653

The restructuring accrual at March 31, 2018 and 2017 is included in the condensed consolidated balance sheet in Accrued expenses.

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Net Income (Loss) Per Share

Net (Loss) Income Per Share

Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted average number of shares outstanding during each period. Diluted net (loss) income per share is calculated by dividing net (loss) income by the diluted number of shares outstanding during each period. Except where the result would be anti-dilutive to net (loss) income, diluted net (loss) income per share would be calculated assuming the impact of the conversion of the 2018 Notes, the exercise of outstanding equity compensation awards and the exercise of contingent consideration warrants, all which have been exercised or have expired during the first quarter of 2018.

We have a choice to settle the conversion obligation under the 2018 Notes in cash, shares or any combination of the two. We utilize the if-converted method to reflect the impact of the conversion of the 2018 Notes, unless the result is anti-dilutive. This method assumes the conversion of the 2018 Notes into shares of our ordinary shares and reflects the elimination of the interest expense related to the 2018 Notes.

The dilutive effect of the warrants, stock options and RSU’s has been calculated using the treasury stock method.

A reconciliation of basic and diluted net (loss) income per share, together with the related shares outstanding in thousands is as follows:



	Three Months Ended March 31,
Net (Loss) Income Per Share:	2018			2017

Net (loss) income	$	(12,236	)	$	25,910

Weighted average shares:
Basic shares	38,559			41,374
Effect of dilutive securities—options, RSU’s and warrants outstanding	—			1,436
Diluted shares	38,559			42,810

Net (loss) income per share - basic	$	(0.32	)	$	0.63
Net (loss) income per share - diluted	$	(0.32	)	$	0.61

Potential common shares of 19,374 and 4,899 were excluded from the calculation of weighted average shares for the three months ended March 31, 2018 and 2017, respectively, because their effect was considered to be anti-dilutive. For the three months ended March 31, 2018, the effects of dilutive securities were entirely excluded from the calculation of net (loss) income per share as a net loss was reported in this period.

Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Comprehensive Income (Loss)

The following table shows the components of accumulated other comprehensive income (loss) for the three-months ended March 31, 2018 and 2017, respectively, net of tax effects:



	Three Months Ended March 31,
Accumulated Other Comprehensive Income (Loss):	2018			2017

Foreign currency translation adjustment:
Beginning balance	$	(23,202	)	$	(23,336	)
Net other comprehensive income	249			130
Balance at March 31,	$	(22,953	)	$	(23,206	)

Unrealized gain (loss) on marketable securities, net
Beginning balance	$	(64	)	$	(229	)
Net other comprehensive income, net of ($59) and $51 tax, respectively	(238		)	44
Balance at March 31,	$	(302	)	$	(185	)
Accumulated other comprehensive loss at March 31,	$	(23,255	)	$	(23,391	)

The effect on the Company’s condensed consolidated financial statements of amounts reclassified out of accumulated other comprehensive income (loss) was immaterial for all periods presented.

- Definition

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

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+ Details

Shareholders' Equity

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

The following table presents a reconciliation of the Company’s beginning and ending balances in shareholders’ equity for the three months ended March 31, 2018:



Shareholders’ Equity:	2018

Shareholders’ equity - January 1,	$	85,580
Net loss	(12,236		)
Other comprehensive income	11
Stock-based compensation expense	2,134
Share repurchases	(20,212		)
Exercise of warrants (see Note 8)	2,911
Expiration of warrants (see Note 8)	2,167
Equity component of 2018 Notes (see Note 9)	26,699
Shareholders’ equity - March 31,	$	87,054

Share Repurchases

In February 2018, the Board of Directors approved an authorization to repurchase up to $18,000 of Avadel ordinary shares represented by ADSs in connection with the offering of the 2018 Notes.

In March 2018, the Board of Directors approved an authorization to repurchase up to $7,000 of Avadel ordinary shares represented by ADSs. Repurchase may be made until December 31, 2018 in open-market transactions on or off the exchange, in privately negotiated transactions, or through other means as determined by the Company’s management and in accordance with the regulations of the SEC.

As of March 31, 2018, the Company had total authorizations of $50,000 to repurchase shares. During the three months ended March 31, 2018, the Company repurchased 2,307 ordinary shares for $20,212. At March 31, 2018, the Company had approximately $7,425 of shares that may yet be purchased under the approved authorization amount. Subsequent to March 31, 2018, the Company completed its total share buyback program.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Company Operations by Product

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Company Operations by Product

The Company has determined that it operates in one segment, the development and commercialization of pharmaceutical products, including controlled-release therapeutic products based on our proprietary polymer based technology. The Company’s Chief Operating Decision Maker is the CEO. The CEO and the Board review profit and loss information on a consolidated basis to assess performance and make overall operating decisions as well as resource allocations. All products are included in one segment because the Company’s products have similar economic and other characteristics, including the nature of the products and production processes, type of customers, distribution methods and regulatory environment.

The following table presents a summary of total revenues by these products:



	Three Months Ended March 31,
Revenues by Product:	2018		2017

Bloxiverz	$	7,491	$	13,902
Vazculep	12,961		10,179
Akovaz	10,217		25,638
Noctiva	666		—
Other	1,826		2,038
Total product sales	33,161		51,757
License revenue	132		750
Total revenues	$	33,293	$	52,507

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Litigation

The Company is subject to potential liabilities generally incidental to our business arising out of present and future lawsuits and claims related to product liability, personal injury, contract, commercial, intellectual property, tax, employment, compliance and other matters that arise in the ordinary course of business. The Company accrues for potential liabilities when it is probable that future costs (including legal fees and expenses) will be incurred and such costs can be reasonably estimated. At March 31, 2018 and December 31, 2017, there were no contingent liabilities with respect to any threat of litigation, arbitration or administrative or other proceeding that are reasonably likely to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, cash flows or liquidity.

Material Commitments

The Company has a commitment to purchase finished product from a contract manufacturer for the year ended December 31, 2018. The commitment for this arrangement, at minimum quantities and at the 2018 contractual price is $1,304. Also, the Company has a commitment to purchase finished product from a contract manufacturer for a five-year period commencing in 2018. Commitments for this arrangement, at minimum quantities and at the 2018 contractual price over the remaining life of the contract, are as follows for the years ended December 31:



Purchase Commitment	Balance

2018	$	660
2019	1,320
2020	1,320
2021	1,320
2022	1,320
Thereafter	220
Total	$	6,160

Other than commitments disclosed in Note 14 : Contingent Liabilities and Commitments to the Company’s consolidated financial statements included in Part II, Item 8 of the Company’s 2017 Annual Report on Form 10-K and those noted above, there were no other material commitments outside of the normal course of business. Material commitments in the normal course of business include long-term debt and post-retirement benefit plan obligations which are disclosed in Note 9 : Long-Term Debt and Note 12 : Post-Retirement Benefit Plans, respectively, to the Company’s consolidated financial statements included in Part II, Item 8 of the Company’s 2017 Annual Report on Form 10-K and long-term contingent consideration payable as disclosed in Note 8 : Long-Term Related Party Payable, to the Company’s condensed consolidated financial statements included in Part I, Item 1 of this report.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Nature of Operations

Our current portfolio of products and product candidates focuses on the urology, central nervous system (CNS), and hospital markets. Our current marketed products include:

Bloxiverz® (neostigmine methylsulfate injection), a cholinesterase inhibitor, is indicated for the reversal of the effects of non-depolarizing neuromuscular blocking agents (NMBAs) after surgery.

Noctiva™, a vasopressin analog indicated for the treatment of nocturia due to nocturnal polyuria in adults who awaken at least two times per night to void.


•	Flamel ceased to exist as a separate entity and the Company continued as the surviving entity and assumed all of the assets and liabilities of Flamel.


•	our authorized share capital is $5,500 divided into 500,000 ordinary shares with a nominal value of $0.01 each and 50,000 preferred shares with a nominal value of $0.01 each.


◦	all outstanding ordinary shares of Flamel, €0.122 nominal value per share, were canceled and exchanged on a one-for-one basis for newly issued ordinary shares of the Company, $0.01 nominal value per share.

◦


•	all outstanding American Depositary Shares (ADSs) representing ordinary shares of Flamel were canceled and exchanged on a one-for-one basis for ADSs representing ordinary shares of the Company.

Further details about the reincorporation, the Merger and the Merger Agreement are contained in our definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2017.

Basis of Presentation

Revenue

Revenue. Revenue includes sales of pharmaceutical products, licensing fees, and, if any, milestone payments for research and development (“R&D”) achievements.

Product Sales and Services

License Revenue

For a complete discussion of the accounting for net product revenue and license revenues, see Note 3 : Revenue Recognition.

Revenue Recognition

The Company generates revenue primarily from the sale of pharmaceutical products to customers. The Company also generates revenue from licensing arrangements whereby the Company provides access to certain of its intellectual property.

Periods prior to January 1, 2018

Product Sales and Services

Revenue is generally realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. The Company recorded revenue from product sales when title and risk of ownership transferred to the customer, which was typically upon delivery to the customer and when the selling price was determinable.

Licensing Revenues

From time to time, the Company enters into licensing agreements for the license of technology used for developing modified/controlled release of oral pharmaceutical products. Non-refundable fees where the Company had continuing performance obligations were deferred and recognized ratably over the projected performance period. Milestone payments, which were typically related to regulatory, commercial or other achievements by the Company or their licensees and distributors, were recognized as revenues when the milestone was accomplished and collection was reasonably assured.

Periods commencing January 1, 2018

Product Sales and Services

Effective January 1, 2018, the Company implemented ASC 606, Revenue From Contracts With Customers. The Company sells products primarily through wholesalers and considers these wholesalers to be its customers. Under ASC 606, revenue from product sales is recognized when the customer obtains control of the Company’s product and the Company’s performance obligations are met, which occurs typically upon receipt of delivery to the customer. As is customary in the pharmaceutical industry, the Company’s gross product sales are subject to a variety of price deductions in arriving at reported net product sales. These adjustments include estimates for product returns, chargebacks, payment discounts, rebates, and other sales allowances and are estimated when the product is delivered based on analysis of historical data for the product or comparable products, as well as future expectations for such products.

When the Company performs shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery), they are considered as fulfillment activities, and accordingly, the costs are accrued for when the related revenue is recognized. The Company determines that such services do not transfer a good/service to the customer but are considered administrative in nature to sell products to customers and accounts for such services as a fulfillment activity.

Reserves to reduce Gross Revenues to Net Revenues

Revenues from product sales are recorded at the net selling price, which includes estimates to reduce gross product sales to net product sales resulting from product returns, chargebacks, payment discounts, rebates, and other sales allowances that are offered within contracts between the Company and its customers and end users. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (if the amount is payable to the customer) or a liability (if the amount is payable to a party other than a customer). Where appropriate, these estimates take into consideration relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates to reduce gross selling price to net selling price to which it expects to be entitled based on the terms of its contracts. The actual selling price ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known.

Product Returns

Consistent with industry practice, the Company maintains a returns policy, that generally offers customers a right of return for product that has been purchased from the Company. The Company estimates the amount of product returns and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities based on analysis of historical data for the product or comparable products, as well as future expectations for such products.

Chargebacks, Discounts and Rebates

Chargebacks, discounts and rebates represent the estimated obligations resulting from contractual commitments to sell products to its customers or end users at prices lower than the list prices charged to our wholesale customers. Customers charge the Company for the difference between the gross selling price they pay for the product and the ultimate contractual price agreed to between the Company and these end users. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable. Chargeback amounts are estimated at the time of sale to the customer.

Revenue from licensing arrangements

The terms of the Company’s licensing agreements may contain multiple performance obligations, including certain R&D activities. The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, up-front license fees; development, regulatory and commercial milestone payments. Each of these payments results in license revenues.

License of Intellectual Property

If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Milestone Payments

At the inception of each arrangement which includes development milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price, if any, using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price.

Disaggregation of revenue

The Company’s primary source of revenue is from the sale of pharmaceutical products, which are equally affected by the same economic factors as it relates to the nature, amount, timing, and uncertainty of revenue and cash flows. For further detail about the Company’s revenues by product, see Note 17 : Company Operations by Product .

Contract Balances

The Company does not recognize revenue in advance of invoicing its customers and therefore has no related contract assets.

A receivable is recognized in the period the Company sells its products and when the Company’s right to consideration is unconditional. See the condensed consolidated balance sheets for the balance of accounts receivable at March 31, 2018.

See below for contract liability discussion and balance related to a license agreement.

There were no material deferred contract costs at March 31, 2018.

Transaction Price Allocated to the Remaining Performance Obligation

For product sales, the Company generally satisfies its performance obligations within the same period the product is delivered. For certain licenses of intellectual property, specifically those with performance obligations satisfied over time, the Company allocates a portion of the transaction price to that performance obligation and recognizes revenue using an appropriate measure of progress towards development of the product. At March 31, 2018, the Company had deferred revenue of $1,884 representing the unsatisfied performance obligations associated with a license agreement.

The Company has elected certain of the optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. Accordingly, the Company applies the practical expedient in Topic 606 to its stand-alone contracts and does not disclose information about variable consideration from remaining performance obligations for which the Company recognizes revenue.

Newly Issued Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2017-07, “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs.” The standard requires the service component of pension and other postretirement benefit expense to be presented in the same statement of income lines as other employee compensation costs, however, the other components will be presented outside of operating income. In addition, only the service cost component will be eligible for capitalization in assets. The Company adopted this standard and it had an immaterial impact on our condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment.” This update eliminates step 2 from the goodwill impairment test, and requires the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for the Company in the first calendar quarter of 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company will assess the timing of adoption and impact of this guidance to future impairment considerations.

In February 2016, the FASB issued ASU 2016-02, “Leases” which supersedes ASC 840 “Leases” and creates a new topic, ASC 842 “Leases.” This update requires lessees to recognize on their balance sheet a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months. The update also expands the required quantitative and qualitative disclosures surrounding leases. This update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with earlier application permitted. This update will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is currently evaluating the effect of this update on our condensed consolidated financial statements.

Fair Value Measurement (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis



	As of March 31, 2018						As of December 31, 2017
Fair Value Measurements:	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3

Marketable securities (see Note 5)
Equity securities	$	10,163	$	—	$	—	$	468	$	—	$	—
Money market funds	60,059		—		—		44,481		—		—
Corporate bonds	—		41,314		—		—		9,262		—
Government securities - U.S.	—		36,777		—		—		19,050		—
Other fixed-income securities	—		8,956		—		—		4,250		—
Total assets	$	70,222	$	87,047	$	—	$	44,949	$	32,562	$	—

Related party payable (see Note 8)	—		—		72,767		—		—		98,925
Total liabilities	$	—	$	—	$	72,767	$	—	$	—	$	98,925

Marketable Securities (Tables)

3 Months Ended

Mar. 31, 2018

Investments, Debt and Equity Securities [Abstract]

Schedule of Available-for-sale Securities



	March 31, 2018
Marketable Securities:	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value

Equity securities	$	10,461	$	28	$	(326	)	$	10,163
Money market funds	60,073		—		(14		)	60,059
Corporate bonds	41,554		4		(244		)	41,314
Government securities - U.S.	36,868		40		(131		)	36,777
Other fixed-income securities	8,984		2		(30		)	8,956
Total	$	157,940	$	74	$	(745	)	$	157,269



	December 31, 2017
Marketable Securities:	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value

Equity securities	$	443	$	31	$	(6	)	$	468
Money market funds	44,525		—		(44		)	44,481
Corporate bonds	9,285		1		(24		)	9,262
Government securities - U.S.	19,080		—		(30		)	19,050
Other fixed-income securities	4,259		—		(9		)	4,250
Total	$	77,592	$	32	$	(113	)	$	77,511

Schedule of Contractual Maturity Dates



	Maturities
Marketable Debt Securities:	Less than 1 Year		1-5 Years		5-10 Years		Greater than 10 Years		Total

Corporate bonds	$	18,502	$	22,812	$	—	$	—	$	41,314
Government securities - U.S.	—		36,271		506		—		36,777
Other fixed-income securities	1,207		7,749		—		—		8,956
Total	$	19,709	$	66,832	$	506	$	—	$	87,047

- Definition

Tabular disclosure of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.

+ References + Details

Inventories (Tables)

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Abstract]

Schedule of Inventory

The principal categories of inventories, net reserves of $2,638 and $1,039 at March 31, 2018 and December 31, 2017, respectively, are comprised of the following:



Inventory:	March 31, 2018		December 31, 2017

Finished goods	$	4,495	$	4,774
Raw materials	1,453		1,383
Total	$	5,948	$	6,157

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The Company’s amortizable and unamortizable intangible assets at March 31, 2018 and December 31, 2017 are as follows:



	March 31, 2018							December 31, 2017
Goodwill and Intangible Assets:	Gross Value		Accumulated Amortization			Net Carrying Amount		Gross Value		Accumulated Amortization			Net Carrying Amount

Amortizable intangible assets:
Acquired developed technology - Noctiva	$	73,111	$	(2,781	)	$	70,330	$	73,111	$	(1,401	)	$	71,710
Acquired developed technology - Vazculep	12,061		(9,820		)	2,241		12,061		(9,616		)	2,445
Acquired product marketing rights ⁽¹⁾	—		—			—		16,600		(2,132		)	14,468
Acquired developed technology ⁽¹⁾	—		—			—		4,300		(634		)	3,666
Total amortizable intangible assets	$	85,172	$	(12,601	)	$	72,571	$	106,072	$	(13,783	)	$	92,289

Unamortizable intangible assets:
Goodwill	$	18,491	$	—		$	18,491	$	18,491	$	—		$	18,491
Total unamortizable intangible assets	$	18,491	$	—		$	18,491	$	18,491	$	—		$	18,491

⁽¹⁾ These intangible assets were assumed by the buyer as part of the disposition of the pediatrics products on February 16, 2018. See Note 12 : Divestiture of the Pediatric Assets.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated amortization of intangible assets for the next five years is as follows:



Estimated Amortization Expense:	Amount

2018	$	6,619
2019	6,439
2020	6,439
2021	5,624
2022	5,624

Long-Term Related Party Payable (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Related Party Transactions

The following table summarizes changes to the related party payables, a recurring Level 3 measurement, for the three-month periods ended March 31, 2018 and 2017, respectively:



Related Party Payable Rollforward:	Balance

Balance at December 31, 2016	$	169,347
Payment of related party payable	(8,613		)
Fair value adjustments ⁽¹⁾	(7,521		)
Balance at March 31, 2017	$	153,213

Balance at December 31, 2017	$	98,925
Payment of related party payable	(7,017		)
Fair value adjustments ⁽¹⁾	3,363
Warrant exercise	(2,167		)
Disposition of the pediatrics products	(20,337		)
Balance at March 31, 2018	$	72,767

Long-term related party payable and related activity are reported at fair value and consist of the following at March 31, 2018 and December 31, 2017:



				Activity during the Three Months Ended March 31, 2018
							Changes in Fair Value of Related Party Payable
Long-Term Related Party Payable:	Balance, December 31, 2017			Payments to Related Parties			Operating Expense			Other Expense		Warrant Exercise			Disposal			Balance, March 31, 2018

Acquisition-related contingent consideration:
Warrants - Éclat Pharmaceuticals (a)	$	2,479		$	—		$	(312	)	$	—	$	(2,167	)	$	—		$	—
Earn-out payments - Éclat Pharmaceuticals (b)	67,744			(5,790		)	3,029			—		—			—			64,983
Royalty agreement - FSC (c)	5,740			(402		)	251			—		—			(5,337		)	252
Financing-related:
Royalty agreement - Deerfield (d)	5,392			(559		)	—			268		—			—			5,101
Royalty agreement - Broadfin (e)	2,570			(266		)	—			127		—			—			2,431
Long-term liability - FSC (f)	15,000			—			—			—		—			(15,000		)	—
Total related party payable	98,925			$	(7,017	)	$	2,968		$	395	$	(2,167	)	$	(20,337	)	72,767
Less: Current portion	(25,007		)															(21,121		)
Total long-term related party payable	$	73,918																$	51,646

Long-term related party payable and related activity are reported at fair value and consist of the following at March 31, 2018 and December 31, 2017:

(a)

The fair value of the warrants is estimated on a quarterly basis using a Black-Scholes option pricing model with the following assumptions at December 31, 2017:



Assumptions for the Warrant Valuation:	December 31, 2017

Stock price	$	8.20
Weighted average exercise price per share	8.63
Expected term (years)	0.25
Expected volatility	37.90		%
Risk-free interest rate	1.39		%
Expected dividend yield	—

Expected volatility: The expected volatility is calculated based on an average of the historical volatility of the Company’s stock price for a period approximating the expected term.

Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and a maturity that approximates the expected term.

Expected dividend yield: The Company has not distributed any dividends since its inception and has no plan to distribute dividends in the foreseeable future.

(b)

(c)

(d)


(e)	As part of a December 2013 debt financing transaction conducted with Broadfin Healthcare Master Fund, a related party and current shareholder, the Company received cash of $2,200 in exchange for entering into a royalty agreement whereby the Company shall pay quarterly a 0.834% royalty on the net sales of certain Éclat products until December 31, 2024.

(f)

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Schedule of Debt

Long-Term debt is summarized as follows:



	March 31, 2018			December 31, 2017
Principal amount of 4.50% exchangeable senior notes due 2023	$	143,750		$	—
Less: debt discount and issuance costs, net	(32,232		)	—
Net carrying amount of liability component	111,518			—
Other	320			267
Subtotal	111,838			267
Less: current maturities	(114		)	(111		)
Long-term debt	$	111,724		$	156

Equity component:
Equity component of exchangeable notes, net of issuance costs	$	26,699		$	—

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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+ Details

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Schedule of Components of Income Before Income Tax

The components of income (loss) before income taxes are as follows:



	Three Months Ended March 31,
Income (Loss) Before Income Taxes:	2018			2017

Ireland	$	(4,927	)	$	6,664
United States	(9,835		)	32,010
France	199			(4,225		)
Total income (loss) before income taxes	$	(14,563	)	$	34,449

Schedule of Effective Income Tax Rate Reconciliation

The items accounting for the difference between the income tax provision computed at the statutory rate and the Company’s effective tax rate are as follows:



	Three Months Ended March 31,
Income Tax Rate Reconciliation:	2018			2017

Statutory tax rate	12.5		%	12.5		%
International tax rates differential	8.9		%	17.0		%
Change in valuation allowance	(4.7		)%	2.0		%
Nondeductible change in fair value of contingent consideration	(3.8		)%	(7.2		)%
Nondeductible stock-based compensation	(1.1		)%	(0.2		)%
Unrecognized tax benefits	(1.5		)%	0.8		%
State and local income taxes, net of federal	0.1		%	0.1		%
Change in U.S. tax law	—		%	—		%
Other	5.6		%	(0.2		)%
Effective income tax rate	16.0		%	24.8		%

Income tax (benefit) provision - at statutory tax rate	$	(1,820	)	$	4,306
International tax rates differential	(1,298		)	5,860
Change in valuation allowance	690			684
Nondeductible change in fair value of contingent consideration	551			(2,476		)
Nondeductible stock-based compensation	160			(55		)
Unrecognized tax benefits	220			259
State and local income taxes, net of federal	(19		)	34
Change in U.S. tax law	—			—
Other	(811		)	(73		)
Income tax (benefit) provision - at effective income tax rate	$	(2,327	)	$	8,539

Other Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2018

Other Liabilities Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Various other assets and liabilities are summarized as follows:



Prepaid Expenses and Other Current Assets:	March 31, 2018		December 31, 2017

Valued-added tax recoverable	$	1,031	$	1,206
Prepaid expenses	8,497		7,106
Advance to suppliers and other current assets	612		128
Guarantee from Armistice (see Note 12)	467		—
Income tax receivable	521		518
Total	$	11,128	$	8,958

Schedule of Other Assets, Noncurrent



Other Non-Current Assets:	March 31, 2018		December 31, 2017

Deferred tax assets	$	6,728	$	3,877
Long-term deposit	3,350		3,350
Guarantee from Armistice (see Note 12)	6,153		—
Other	4,010		3,022
Total	$	20,241	$	10,249

Schedule of Accrued Liabilities



Accrued Expenses	March 31, 2018		December 31, 2017

Accrued compensation	$	2,533	$	3,157
Accrued social charges	595		1,204
Accrued employee severance (see Note 13)	824		1,000
Customer allowances	11,747		10,613
Accrued ELAA payment ⁽¹⁾	20,000		20,000
Accrued contract manufacturing organization charges	2,095		2,327
Accrued contract sales organization and marketing costs	3,514		7,641
Other	4,640		4,984
Total	$	45,948	$	50,926

Schedule Of Long Term Liabilities



Other Non-Current Liabilities:	March 31, 2018		December 31, 2017

Provision for retirement indemnity	$	1,340	$	1,303
Customer allowances	1,700		1,636
Unrecognized tax benefits	4,229		3,954
Guarantee to Deerfield (see Note 12)	6,174		—
Other	809		191
Total	$	14,252	$	7,084

Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table sets forth activities for the Company’s cost reduction plan obligations for the three months ended March 31, 2018 and 2017:



Severance Obligation:	2018			2017

Balance of restructuring accrual at January 1,	$	1,000		$	—
Charges for employee severance, benefits and other	153			2,653
Payments	(359		)	—
Foreign currency impact	30			—
Balance of restructuring accrual at March 31,	$	824		$	2,653

Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Share Reconciliation

A reconciliation of basic and diluted net (loss) income per share, together with the related shares outstanding in thousands is as follows:



	Three Months Ended March 31,
Net (Loss) Income Per Share:	2018			2017

Net (loss) income	$	(12,236	)	$	25,910

Weighted average shares:
Basic shares	38,559			41,374
Effect of dilutive securities—options, RSU’s and warrants outstanding	—			1,436
Diluted shares	38,559			42,810

Net (loss) income per share - basic	$	(0.32	)	$	0.63
Net (loss) income per share - diluted	$	(0.32	)	$	0.61

Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The following table shows the components of accumulated other comprehensive income (loss) for the three-months ended March 31, 2018 and 2017, respectively, net of tax effects:



	Three Months Ended March 31,
Accumulated Other Comprehensive Income (Loss):	2018			2017

Foreign currency translation adjustment:
Beginning balance	$	(23,202	)	$	(23,336	)
Net other comprehensive income	249			130
Balance at March 31,	$	(22,953	)	$	(23,206	)

Unrealized gain (loss) on marketable securities, net
Beginning balance	$	(64	)	$	(229	)
Net other comprehensive income, net of ($59) and $51 tax, respectively	(238		)	44
Balance at March 31,	$	(302	)	$	(185	)
Accumulated other comprehensive loss at March 31,	$	(23,255	)	$	(23,391	)

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2018

Stockholders' Equity Note [Abstract]

Schedule of Stockholders Equity

The following table presents a reconciliation of the Company’s beginning and ending balances in shareholders’ equity for the three months ended March 31, 2018:



Shareholders’ Equity:	2018

Shareholders’ equity - January 1,	$	85,580
Net loss	(12,236		)
Other comprehensive income	11
Stock-based compensation expense	2,134
Share repurchases	(20,212		)
Exercise of warrants (see Note 8)	2,911
Expiration of warrants (see Note 8)	2,167
Equity component of 2018 Notes (see Note 9)	26,699
Shareholders’ equity - March 31,	$	87,054

Company Operations by Product (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, Revenue by Product

The following table presents a summary of total revenues by these products:



	Three Months Ended March 31,
Revenues by Product:	2018		2017

Bloxiverz	$	7,491	$	13,902
Vazculep	12,961		10,179
Akovaz	10,217		25,638
Noctiva	666		—
Other	1,826		2,038
Total product sales	33,161		51,757
License revenue	132		750
Total revenues	$	33,293	$	52,507

Summary of Significant Accounting Policies - Merger Agreement (Details)	Mar. 31, 2018 $ / shares shares	Dec. 31, 2017 $ / shares shares	Mar. 06, 2017 USD ($)	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 30, 2016 € / shares
Accounting Policies [Abstract]
Authorized share capital				$ 5,500,000
Ordinary shares, shares authorized (in shares) \| shares	500,000,000	500,000,000		500,000,000
Ordinary shares, nominal value (in usd per share) \| (per share)	$ 0.01	$ 0.01		$ 0.01	€ 0.122
Preferred shares, shares authorized (in shares) \| shares	50,000,000	50,000,000		50,000,000
Preferred shares, nominal value (in usd per share) \| $ / shares	$ 0.01	$ 0.01		$ 0.01
Distributable reserves, increase (decrease), adjustment			$ 317,254,000
Adjustment to reduce share premium			$ 317,254,000

Revenue Recognition (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Deferred Revenue Disclosure [Abstract]
Deferred revenue	$ 1,884	$ 2,007

Fair Value Measurement Fair Value Measurement - Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Feb. 16, 2018	Dec. 31, 2017
Equity securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities			$ 468
Fair Value Measurements, Recurring \| Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 70,222		44,949
Fair Value Measurements, Recurring \| Level 1 \| Equity securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	10,163		468
Fair Value Measurements, Recurring \| Level 1 \| Money market funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	60,059		44,481
Fair Value Measurements, Recurring \| Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	87,047		32,562
Fair Value Measurements, Recurring \| Level 2 \| Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	41,314		9,262
Fair Value Measurements, Recurring \| Level 2 \| Government securities - U.S.
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	36,777		19,050
Fair Value Measurements, Recurring \| Level 2 \| Other fixed-income securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Marketable securities	8,956		4,250
Fair Value Measurements, Recurring \| Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Due to Related Parties	72,767		98,925
Total liabilities	$ 72,767		98,925
4.50% Exchangeable Senior Notes Due 2023 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Debt instrument, interest rate, stated percentage	4.50%	4.50%
4.50% Exchangeable Senior Notes Due 2023 [Member] \| Senior Notes [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt	$ 143,750		$ 0

Marketable Securities - Summary of Marketable Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Equity securities, fv-ni, unrealized loss	$ 298
Available-for-sale equity securities, gross unrealized loss		$ 726
Adjusted Cost	157,940		$ 77,592
Unrealized Gains	74		32
Unrealized Losses	(745)		(113)
Fair Value	157,269		77,511
Marketable securities, realized gains	213
Available for sale securities, gross realized gains		89
Marketable securities, realized losses	134
Available for sale securities, gross realized losses		$ 518
Equity securities
Schedule of Available-for-sale Securities [Line Items]
Equity securities, cost	10,461
Equity Securities, accumulated unrealized gain	28
Equity Securities, accumulated unrealized loss	(326)
Equity securities, fair value	10,163
Adjusted Cost			443
Unrealized Gains			31
Unrealized Losses			(6)
Fair Value			468
Money market funds
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	60,073		44,525
Unrealized Gains	0		0
Unrealized Losses	(14)		(44)
Fair Value	60,059		44,481
Corporate bonds
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	41,554		9,285
Unrealized Gains	4		1
Unrealized Losses	(244)		(24)
Fair Value	41,314		9,262
Government securities - U.S.
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	36,868		19,080
Unrealized Gains	40		0
Unrealized Losses	(131)		(30)
Fair Value	36,777		19,050
Other fixed-income securities
Schedule of Available-for-sale Securities [Line Items]
Adjusted Cost	8,984		4,259
Unrealized Gains	2		0
Unrealized Losses	(30)		(9)
Fair Value	$ 8,956		$ 4,250

Marketable Securities Marketable Securities - Schedule of Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Fair Value	$ 157,269	$ 77,511
Corporate bonds
Schedule of Available-for-sale Securities [Line Items]
Less than 1 Year	18,502
1-5 Years	22,812
5-10 Years	0
Greater than 10 Years	0
Fair Value	41,314	9,262
Government securities - U.S.
Schedule of Available-for-sale Securities [Line Items]
Less than 1 Year	0
1-5 Years	36,271
5-10 Years	506
Greater than 10 Years	0
Fair Value	36,777	19,050
Other fixed-income securities
Schedule of Available-for-sale Securities [Line Items]
Less than 1 Year	1,207
1-5 Years	7,749
5-10 Years	0
Greater than 10 Years	0
Fair Value	8,956	$ 4,250
Total debt securities
Schedule of Available-for-sale Securities [Line Items]
Less than 1 Year	19,709
1-5 Years	66,832
5-10 Years	506
Greater than 10 Years	0
Fair Value	$ 87,047

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventory reserves	$ 2,638	$ 1,039
Inventory:
Finished goods	4,495	4,774
Raw materials	1,453	1,383
Total	$ 5,948	$ 6,157

Goodwill and Intangible Assets - Gross Value and Net Carrying Amount (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Amortizable intangible assets:
Gross Value	$ 85,172	$ 106,072
Accumulated Amortization	(12,601)	(13,783)
Net Carrying Amount	72,571	92,289
Unamortizable intangible assets:
Gross Value	18,491	18,491
Accumulated Amortization	0	0
Net Carrying Amount	18,491	18,491
Developed technology
Amortizable intangible assets:
Gross Value	0	4,300
Accumulated Amortization	0	(634)
Net Carrying Amount	0	3,666
Developed technology \| Noctiva
Amortizable intangible assets:
Gross Value	73,111	73,111
Accumulated Amortization	(2,781)	(1,401)
Net Carrying Amount	70,330	71,710
Developed technology \| Vazculep
Amortizable intangible assets:
Gross Value	12,061	12,061
Accumulated Amortization	(9,820)	(9,616)
Net Carrying Amount	2,241	2,445
Product marketing rights
Amortizable intangible assets:
Gross Value	0	16,600
Accumulated Amortization	0	(2,132)
Net Carrying Amount	$ 0	$ 14,468

Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset amortization	$ 1,767	$ 564

Goodwill and Intangible Assets - Estimated Future Amortization (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	5 years
Estimated Amortization Expense:
2018	$ 6,619
2019	6,439
2020	6,439
2021	5,624
2022	$ 5,624
Minimum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	3 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Estimated useful life (in years)	15 years

Long-Term Related Party Payable - Activity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Acquisition-related contingent consideration:
Related party payable, beginning balance	$ 98,925	$ 169,347
Payments to Related Parties	(7,017)	(8,613)
Changes in Fair Value of Related Party Payable, Operating Expense	2,968	(6,971)
Changes in Fair Value of Related Party Payable, Other Expense	395
Warrant Exercise	(2,167)
Disposal	20,337
Related party payable, ending balance	72,767	$ 153,213
Less: Current portion	(21,121)		$ (25,007)
Long-term related party payable	51,646		$ 73,918
Acquisition-related contingent consideration: \| Warrants
Acquisition-related contingent consideration:
Related party payable, beginning balance	2,479
Payments to Related Parties	0
Changes in Fair Value of Related Party Payable, Operating Expense	(312)
Changes in Fair Value of Related Party Payable, Other Expense	0
Warrant Exercise	(2,167)
Disposal	0
Related party payable, ending balance	0
Acquisition-related contingent consideration: \| Earn-out payments
Acquisition-related contingent consideration:
Related party payable, beginning balance	67,744
Payments to Related Parties	(5,790)
Changes in Fair Value of Related Party Payable, Operating Expense	3,029
Changes in Fair Value of Related Party Payable, Other Expense	0
Warrant Exercise	0
Disposal	0
Related party payable, ending balance	64,983
Acquisition-related contingent consideration: \| Royalty agreement - FSC
Acquisition-related contingent consideration:
Related party payable, beginning balance	5,740
Payments to Related Parties	(402)
Changes in Fair Value of Related Party Payable, Operating Expense	251
Changes in Fair Value of Related Party Payable, Other Expense	0
Warrant Exercise	0
Disposal	(5,337)
Related party payable, ending balance	252
Financing-related:
Acquisition-related contingent consideration:
Related party payable, beginning balance	15,000
Payments to Related Parties	0
Changes in Fair Value of Related Party Payable, Operating Expense	0
Changes in Fair Value of Related Party Payable, Other Expense	0
Warrant Exercise	0
Disposal	(15,000)
Related party payable, ending balance	0
Financing-related: \| Royalty agreement - Deerfield
Acquisition-related contingent consideration:
Related party payable, beginning balance	5,392
Payments to Related Parties	(559)
Changes in Fair Value of Related Party Payable, Operating Expense	0
Changes in Fair Value of Related Party Payable, Other Expense	268
Warrant Exercise	0
Disposal	0
Related party payable, ending balance	5,101
Financing-related: \| Royalty agreement - Broadfin
Acquisition-related contingent consideration:
Related party payable, beginning balance	2,570
Payments to Related Parties	(266)
Changes in Fair Value of Related Party Payable, Operating Expense	0
Changes in Fair Value of Related Party Payable, Other Expense	127
Warrant Exercise	0
Disposal	0
Related party payable, ending balance	$ 2,431

Long-Term Related Party Payable - Warrant Fair Value Assumptions (Details) - Warrants	3 Months Ended
	Mar. 31, 2017 $ / shares
Schedule of Capitalization, Long-term Debt [Line Items]
Stock price (in dollars per share)	$ 8.20
Weighted average exercise price per share (in dollars per share)	$ 8.63
Expected term (years)	3 months
Expected volatility	37.90%
Risk-free interest rate	1.39%
Expected dividend yield	0.00%

Long-Term Related Party Payable (Details Textual) - USD ($)			1 Months Ended
	Feb. 05, 2016	Mar. 13, 2012	Dec. 31, 2013	Feb. 28, 2013	Mar. 31, 2012	Jan. 31, 2021	Mar. 31, 2018	Feb. 23, 2018
Minimum
Line of Credit Facility [Line Items]
Discounted cash flow risk adjusted discount rate							15.00%
Broadfin Debt Financing
Line of Credit Facility [Line Items]
Percentage of royalty payable on net sales			0.834%
Cash consideration received on royalty agreement			$ 2,200,000
Affiliated Entity \| Deerfield FSC LLC
Line of Credit Facility [Line Items]
Percentage of royalty payable on net sales				1.75%
Cash consideration received on royalty agreement				$ 2,600,000
Eclat Pharmaceuticals
Line of Credit Facility [Line Items]
Warrants issued (in shares)		2
Warrant term		6 years
Number of securities called by warrants (in shares)		3,300,000
Number of securities called by each warrant (in shares)								2,200,000
Warrant settlement cash								$ 2,911,000
American depository shares, issued (in shares)								603,000
Class of warrant or right, number of securities expired (in shares)							1,100,000
Percentage of earn-out payments					20.00%
Eclat Pharmaceuticals \| Exercise Price 1
Line of Credit Facility [Line Items]
Number of securities called by each warrant (in shares)		2,200,000
Exercise price of warrants (in dollars per share)		$ 7.44
Eclat Pharmaceuticals \| Exercise Price 2
Line of Credit Facility [Line Items]
Number of securities called by each warrant (in shares)		1,100,000
Exercise price of warrants (in dollars per share)		$ 11.00
FSC Holdings, LLC \| Affiliated Entity \| Deerfield FSC LLC
Line of Credit Facility [Line Items]
Percentage of royalty payable on net sales	15.00%
Debt instrument, periodic payment	$ 1,050,000
Debt instrument, term	5 years
FSC Holdings, LLC \| Affiliated Entity \| Deerfield FSC LLC \| Scenario, Forecast
Line of Credit Facility [Line Items]
Debt instrument, final payment amount						$ 15,000,000
FSC Holdings, LLC \| Affiliated Entity \| Deerfield FSC LLC \| Maximum
Line of Credit Facility [Line Items]
Royalty amount	$ 12,500,000
Royalty guarantees, commitments, term	10 years

Long-Term Related Party Payable Long-Term Related Party Payable - Payable Balance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Related Party Payable Rollforward:
Related party payable, beginning balance	$ 98,925	$ 169,347
Payment of related party payable	(7,017)	(8,613)
Fair value adjustments	3,363	(7,521)
Warrant Exercise	(2,167)
Disposal	(20,337)
Related party payable, ending balance	$ 72,767	$ 153,213

Long-Term Debt Schedule of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Feb. 16, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total carrying value of debt	$ 111,838		$ 267
Less: current maturities	(114)		(111)
Long-term debt, less current portion	111,724		156
Senior Notes [Member]
Debt Instrument [Line Items]
Less: debt discount and issuance costs, net	(32,232)		0
Total carrying value of debt	111,518		0
Equity component of exchangeable notes, net of issuance costs	26,699		0
Other Long-Term Debt [Member]
Debt Instrument [Line Items]
Long-term debt	320		267
4.50% Exchangeable Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Less: debt discount and issuance costs, net	$ 6,190
Debt instrument, interest rate, stated percentage	4.50%	4.50%
4.50% Exchangeable Senior Notes Due 2023 [Member] \| Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 143,750		$ 0

Long-Term Debt (Details)		3 Months Ended
Long-Term Debt (Details)	Feb. 16, 2018 USD ($)	Mar. 31, 2018 USD ($) day $ / shares	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Net proceeds from the note		$ 143,750,000	$ 0
ADS, option price per share (in dollars per share) \| $ / shares		$ 10.79
ADS, premium percentage		20.00%
ADS purchased, price per share (in dollars per share) \| $ / shares		$ 8.99
Adjustments to additional paid in capital, equity component of convertible debt		$ 26,699,000
Remaining discount amortization period		5 years
Debt Instrument, Redemption, Period One [Member]
Debt Instrument [Line Items]
Consecutive business days		5 days
Consecutive trading days		5 days
Debt Instrument, Redemption, Period Two [Member]
Debt Instrument [Line Items]
Scheduled threshold trading days		95 days
Threshold trading days \| day		35
Debt Instrument, Redemption, Period Three [Member]
Debt Instrument [Line Items]
Consecutive trading days		30 days
Threshold trading days \| day		20
Threshold percentage of stock price trigger		130.00%
4.50% Exchangeable Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Debt instrument, face amount	$ 125,000,000
Debt instrument, interest rate, stated percentage	4.50%	4.50%
Option to increase aggregate principal amount	$ 18,750,000
Net proceeds from the note	$ 137,560,000
ADS, conversion ratio		92.6956
Debt discount and issuance costs, net		$ 6,190,000
Additional Paid-in Capital \| 4.50% Exchangeable Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Adjustments to additional paid in capital, equity component of convertible debt		1,201,000
Assets [Member] \| 4.50% Exchangeable Senior Notes Due 2023 [Member]
Debt Instrument [Line Items]
Adjustments to additional paid in capital, equity component of convertible debt		4,989,000
Other Long-Term Debt [Member]
Debt Instrument [Line Items]
Long-term debt		$ 320,000		$ 267,000

Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Taxes [Line Items]
Total income before income taxes	$ (14,563)	$ 34,449
Ireland
Income Taxes [Line Items]
Total income before income taxes	(4,927)	6,664
United States
Income Taxes [Line Items]
Total income before income taxes	(9,835)	32,010
France
Income Taxes [Line Items]
Total income before income taxes	$ 199	$ (4,225)

Income Taxes - Reconciliation of Tax Rate (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory tax rate	12.50%	12.50%
International tax rates differential	8.90%	17.00%
Change in valuation allowance	(4.70%)	2.00%
Nondeductible change in fair value of contingent consideration	(3.80%)	(7.20%)
Nondeductible stock-based compensation	(1.10%)	(0.20%)
Unrecognized tax benefits	(1.50%)	0.80%
State and local income taxes, net of federal	0.10%	0.10%
Change in U.S. tax law	0.00%	0.00%
Other	5.60%	(0.20%)
Effective income tax rate	16.00%	24.80%
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax (benefit) provision - at statutory tax rate	$ (1,820)	$ 4,306
International tax rates differential	(1,298)	5,860
Change in valuation allowance	690	684
Nondeductible change in fair value of contingent consideration	551	(2,476)
Nondeductible stock-based compensation	160	(55)
Unrecognized tax benefits	220	259
State and local income taxes, net of federal	(19)	34
Change in U.S. tax law	0	0
Other	(811)	(73)
Income tax (benefit) provision - at effective income tax rate	$ (2,327)	$ 8,539

Other Assets and Liabilities - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Prepaid Expenses and Other Current Assets:
Valued-added tax recoverable	$ 1,031	$ 1,206
Prepaid expenses	8,497	7,106
Advance to suppliers and other current assets	612	128
Guarantee from Armistice	467	0
Income tax receivable	521	518
Total	$ 11,128	$ 8,958

Other Assets and Liabilities - Other Non-Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Other Non-Current Assets:
Deferred tax assets	$ 6,728	$ 3,877
Long-term deposit	3,350	3,350
Guarantee from Armistice	6,153	0
Other	4,010	3,022
Total	$ 20,241	$ 10,249

Other Assets and Liabilities - Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Accrued Expenses
Accrued compensation	$ 2,533	$ 3,157
Accrued social charges	595	1,204
Accrued employee severance (see Note 13)	824	1,000
Customer allowances	11,747	10,613
Accrued ELAA payment (1)	20,000	20,000
Accrued contract manufacturing organization charges	2,095	2,327
Accrued contract sales organization and marketing costs	3,514	7,641
Other	4,640	4,984
Total	$ 45,948	$ 50,926

Other Assets and Liabilities - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Other Non-Current Liabilities:
Provision for retirement indemnity	$ 1,340	$ 1,303
Customer allowances	1,700	1,636
Unrecognized tax benefits	4,229	3,954
Guarantee	6,174	0
Other	809	191
Total	$ 14,252	$ 7,084

Divestiture of the Pediatric Assets - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended
	Feb. 12, 2018	Jan. 31, 2021	Mar. 31, 2018	Dec. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Guaranty liabilities			$ 6,174	$ 0
2016 MIPA \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Debt instrument, periodic payment, interest	$ 263
Noncash or part noncash acquisition, debt assumed	2,625
Research and development reimbursement, in excess of	1,000
Guaranty liabilities	6,643
Guaranty assets	$ 6,620
FSC \| 2016 MIPA \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of royalty payable on net sales	15.00%
Royalty payable on net sales, maximum	$ 10,300
Scenario, Forecast \| 2016 MIPA \| Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Repayments of assumed debt		$ 15,263

Restructuring Costs (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 153	$ 2,653
Employee Severance \| Lyon France Workforce Reduction
Restructuring Cost and Reserve [Line Items]
Expected number of positions eliminated (as a percent)	50.00%

Restructuring Costs - Severance Obligation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring Reserve [Roll Forward]
Restructuring reserve, beginning balance	$ 1,000	$ 0
Charges for employee severance, benefits and other	153	2,653
Payments	(359)	0
Foreign currency impact	30	0
Restructuring reserve, ending balance	$ 824	$ 2,653

Net Income (Loss) Per Share - Reconciliation of Basic and Diluted Calculation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Net (loss) income	$ (12,236)	$ 25,910
Weighted average shares:
Basic shares (in shares)	38,559	41,374
Effect of dilutive securities—options and warrants outstanding (in shares)	0	1,436
Diluted shares (in shares)	38,559	42,810
Net income (loss) per share - basic (in dollars per share)	$ (0.32)	$ 0.63
Net income (loss) per share - diluted (in dollars per share)	$ (0.32)	$ 0.61

Net Income (Loss) Per Share (Details Textual) - shares	3 Months Ended
Net Income (Loss) Per Share (Details Textual) - shares	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	19,374	4,899

Comprehensive Income (Loss) - Components (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss):
Beginning balance	$ 85,580
Net other comprehensive income	(12,225)	$ 26,084
Ending balance	87,054
Foreign currency translation adjustment:
Accumulated Other Comprehensive Income (Loss):
Beginning balance	(23,202)	(23,336)
Net other comprehensive income	249	130
Ending balance	(22,953)	(23,206)
Unrealized gain (loss) on marketable securities, net
Accumulated Other Comprehensive Income (Loss):
Beginning balance	(64)	(229)
Net other comprehensive income	(238)	44
Ending balance	(302)	(185)
Accumulated Other Comprehensive Income (Loss):
Accumulated Other Comprehensive Income (Loss):
Ending balance	$ (23,255)	$ (23,391)

Comprehensive Income (Loss) (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Unrealized gain (loss) on marketable securities, tax	$ (59)	$ 51

Shareholders' Equity - Reconciliation of Shareholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Shareholders’ Equity:
Beginning balance	$ 85,580
Net loss	(12,236)	$ 25,910
Other comprehensive income	11	$ 174
Stock-based compensation expense	2,134
Share repurchases	(20,212)
Exercise of warrants (see Note 8)	2,911
Expiration of warrants (see Note 8)	2,167
Equity component of 2018 Notes (see Note 9)	26,699
Ending balance	$ 87,054

Shareholders' Equity Shareholders' Equity - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Feb. 28, 2018
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount	$ 7,000	$ 18,000
Treasury stock, value	20,212
Stock Repurchase Program, Remaining Authorized Repurchase Amount	7,425
Stock Repurchase Program March 2018 [Member]
Equity, Class of Treasury Stock [Line Items]
Stock repurchase program, authorized amount	$ 50,000
Treasury stock, shares held (in shares)	2,307
Treasury stock, value	$ 20,212

Company Operations by Product - Summary of Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) segment	Mar. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Total product sales	$ 33,161	$ 51,757
License revenue	132	750
Total revenues	$ 33,293	52,507
Number of operating segments (in segments) \| segment	1
Bloxiverz
Segment Reporting Information [Line Items]
Total product sales	$ 7,491	13,902
Vazculep
Segment Reporting Information [Line Items]
Total product sales	12,961	10,179
Akovaz
Segment Reporting Information [Line Items]
Total product sales	10,217	25,638
Noctiva
Segment Reporting Information [Line Items]
Total product sales	666	0
Other
Segment Reporting Information [Line Items]
Total product sales	$ 1,826	$ 2,038

Commitments and Contingencies Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Contractual price	$ 1,304
Purchase commitment, period	5 years

Commitments and Contingencies Purchase Commitment (Details) $ in Thousands	Mar. 31, 2018 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2018	$ 660
2019	1,320
2020	1,320
2021	1,320
2022	1,320
Thereafter	220
Total	$ 6,160