SEC Filing | Alkermes plc

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-35299

ALKERMES PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland		98-1007018
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Connaught House

1 Burlington Road

Dublin 4, Ireland

(Address of principal executive offices)

+ 353-1-772-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files): Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x

The number of the registrant’s ordinary shares, $0.01 par value, outstanding as of July 25, 2014 was 145,827,889 shares.

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ALKERMES PLC AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014

		Page No.
*PART I - FINANCIAL INFORMATION*
Item 1.	Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets — June 30, 2014 and December 31, 2013		5
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income — For the Three and Six Months Ended June 30, 2014 and 2013		6
Condensed Consolidated Statements of Cash Flows — For the Six Months Ended June 30, 2014 and 2013		7
Notes to Condensed Consolidated Financial Statements		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	27

*PART II - OTHER INFORMATION*
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	28
Signatures		29
Exhibit Index
Ex-31.1 Section 302 Certification of Chief Executive Officer
Ex-31.2 Section 302 Certification of Chief Financial Officer
Ex-32.1 Section 906 Certification of Chief Executive Officer and Chief Financial Officer
Ex-101 Instance Document
Ex-101 Schema Document
Ex-101 Calculation Linkbase Document
Ex-101 Labels Linkbase Document
Ex-101 Definition Linkbase Document
Ex-101 Presentation Linkbase Document

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Cautionary Note Concerning Forward-Looking Statements

This document contains and incorporates by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In some cases, these statements can be identified by the use of forward-looking terminology such as “may,” “will,” “could,” “should,” “would,” “expect,” “anticipate,” “continue,” “believe,” “plan,” “estimate,” “intend,” or other similar words. These statements discuss future expectations, and contain projections of results of operations or of financial condition, or state trends and known uncertainties or other forward-looking information. Forward-looking statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) include, without limitation, statements regarding:

· our expectations regarding our financial performance, including revenues, expenses, gross margins, liquidity, capital expenditures and income taxes;

· our expectations regarding our products, including the development, regulatory review (including expectations about regulatory approval and regulatory timelines) and therapeutic and commercial scope and potential of such products and the costs and expenses related thereto;

· our expectations regarding the initiation, timing and results of clinical trials of our products;

· our expectations regarding the competitive landscape, and changes therein, related to our products, including our development programs;

· our expectations regarding the financial impact of currency exchange rate fluctuations and valuations;

· our expectations regarding future amortization of intangible assets;

· our expectations regarding our collaborations and other significant agreements relating to our products, including our development programs;

· our expectations regarding the impact of adoption of new accounting pronouncements;

· our expectations regarding near-term changes in the nature of our market risk exposures or in management’s objectives and strategies with respect to managing such exposures;

· our ability to comply with restrictive covenants of our indebtedness and our ability to fund our debt service obligations; and

· our expectations regarding future capital requirements and capital expenditures and our ability to finance our operations and capital requirements.

Actual results might differ materially from those expressed or implied by the forward-looking statements contained in this Form 10-Q because these forward-looking statements are subject to risks, assumptions and uncertainties. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Form 10-Q. Except as required by applicable law or regulation, we do not undertake any obligation to update publicly or revise any forward-looking statements in this Form 10-Q, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Form 10-Q might not occur. For more information regarding the risk and uncertainties of our business, see ‘‘Item 1A—Risk Factors’’ of our Transition Report on Form 10-K for the nine-month period ended December 31, 2013 (the “Transition Report”) and any subsequent reports filed with the Securities and Exchange Commission.

Unless otherwise indicated, information contained in this Form 10-Q concerning the disorders targeted by our products and the markets in which we operate is based on information from various third-party sources (including, without limitation, industry publications, medical and clinical journals and studies, surveys and forecasts) as well as our internal research. Our internal research involves assumptions that we have made, which we believe are reasonable, based on data from those and other similar sources and on our knowledge of the markets for our marketed and development products. Our internal research has not been verified by any independent source, and we have not independently verified any third-party information. These projections, assumptions and estimates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in ‘‘Item 1A—Risk Factors’’ of our Transition Report. These and other factors could cause results to differ materially from those expressed in the estimates included in this Form 10-Q.

Note Regarding Company

Alkermes plc (as used in this report, together with our subsidiaries, “Alkermes,” “the Company,” ‘‘us,’’ ‘‘we,’’ and ‘‘our’’) is a fully integrated, global biopharmaceutical company that applies its scientific expertise and proprietary technologies to research, develop and commercialize, both with partners and on our own, pharmaceutical products that are designed to address unmet medical needs of patients in major therapeutic areas. We have a diversified portfolio of more than 20 commercial drug products and a clinical pipeline of product candidates that address central nervous system (“CNS”) disorders such as addiction, schizophrenia and depression.

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Note Regarding Trademarks

We are the owner of various U.S. federal trademark registrations (®) and registration applications (TM), including LinkeRx® and VIVITROL®. The following are trademarks of the respective companies listed: ABILIFY®— Otsuka Pharmaceutical Co., Ltd.; AMPYRA® and FAMPYRA®—Acorda Therapeutics, Inc.; BYDUREON® and BYETTA®—Amylin Pharmaceuticals, LLC; FOCALIN XR® and RITALIN LA®—Novartis AG; INVEGA® SUSTENNA®, XEPLION®, and RISPERDAL® CONSTA®—Johnson & Johnson Corp. (or its affiliate); MEGACE®—E.R. Squibb & Sons, LLC; TECFIDERA®—Biogen Idec MA Inc.; TRICOR®—Fournier Industrie et Sante Corporation; and ZYPREXA®—Eli Lilly and Company. Other trademarks, trade names and service marks appearing in this Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this Form 10-Q are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements:

ALKERMES PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

	June 30,			December 31,
	2014			2013
	(In thousands, except share and per share amounts)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	188,322		$	167,562
Investments — short-term	450,167			194,669
Receivables	139,316			134,154
Inventory	57,066			46,218
Prepaid expenses and other current assets	52,048			27,535
Total current assets	886,919			570,138
PROPERTY, PLANT AND EQUIPMENT, NET	264,247			274,490
INTANGIBLE ASSETS — NET	509,900			537,565
GOODWILL	92,740			92,740
INVESTMENTS — LONG-TERM	75,405			87,764
OTHER ASSETS	28,381			14,891
TOTAL ASSETS	$	1,857,592		$	1,577,588

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	93,033		$	91,173
Long-term debt — current	6,750			6,750
Deferred revenue — current	2,377			2,974
Total current liabilities	102,160			100,897
LONG-TERM DEBT	354,382			357,543
DEFERRED TAX LIABILITIES, NET — LONG-TERM	26,122			29,169
OTHER LONG-TERM LIABILITIES	11,596			12,580
DEFERRED REVENUE — LONG-TERM	11,507			12,213
Total liabilities	505,767			512,402

COMMITMENTS AND CONTINGENCIES (Note 16)

SHAREHOLDERS’ EQUITY:
Preferred shares, par value, $0.01 per share; 50,000,000 shares authorized; zero issued and outstanding at June 30, 2014 and December 31, 2013, respectively	—			—
Ordinary shares, par value, $0.01 per share; 450,000,000 shares authorized; 146,646,177 and 138,482,571 shares issued; 145,663,941 and 137,792,626 shares outstanding at June 30, 2014 and December 31, 2013, respectively	1,464			1,382
Treasury shares, at cost (982,236 and 689,945 shares at June 30, 2014 and December 31, 2013, respectively)	(30,861		)	(17,833		)
Additional paid-in capital	1,886,827			1,553,337
Accumulated other comprehensive (loss) income	(2,712		)	10,574
Accumulated deficit	(502,893		)	(482,274		)
Total shareholders’ equity	1,351,825			1,065,186
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,857,592		$	1,577,588

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ALKERMES PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(In thousands, except per share amounts)
REVENUES:
Manufacturing and royalty revenues	$	130,366		$	119,788		$	241,646		$	266,707
Product sales, net	21,595			17,379			38,674			32,005
Research and development revenue	1,463			1,464			3,316			3,341
Total revenues	153,424			138,631			283,636			302,053
EXPENSES:
Cost of goods manufactured and sold (exclusive of amortization of acquired intangible assets shown below)	43,290			45,991			82,129			93,982
Research and development	67,207			33,462			119,347			69,262
Selling, general and administrative	50,663			32,933			93,213			67,612
Amortization of acquired intangible assets	15,089			12,716			27,665			23,038
Restructuring	—			—			—			12,300
Impairment of long-lived assets	—			—			—			3,346
Total expenses	176,249			125,102			322,354			269,540
OPERATING (LOSS) INCOME	(22,825		)	13,529			(38,718		)	32,513
OTHER INCOME (EXPENSE), NET:
Interest income	323			161			834			332
Interest expense	(3,385		)	(3,468		)	(6,741		)	(14,941		)
Gain on sale of investment in Acceleron Pharma Inc.	15,296			—			15,296			—
Gain on sale of property, plant and equipment	12,285			—			12,285			—
Other income (expense), net	518			(170		)	(1,332		)	14
Total other income (expense), net	25,037			(3,477		)	20,342			(14,595		)
INCOME (LOSS) BEFORE INCOME TAXES	2,212			10,052			(18,376		)	17,918
INCOME TAX (BENEFIT) PROVISION	(1,523		)	2,718			2,243			7,585
NET INCOME (LOSS)	$	3,735		$	7,334		$	(20,619	)	$	10,333

EARNINGS (LOSS) PER ORDINARY SHARE:
Basic	$	0.03		$	0.05		$	(0.14	)	$	0.08
Diluted	$	0.02		$	0.05		$	(0.14	)	$	0.07

WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES OUTSTANDING:
Basic	144,913			134,602			144,140			133,941
Diluted	154,300			143,369			144,140			141,822

COMPREHENSIVE (LOSS) INCOME:
Net income (loss)	$	3,735		$	7,334		$	(20,619	)	$	10,333
Holding gains (losses), net of tax of $6,174, none, $7,627 and none, respectively	4,540			(408		)	2,009			(265		)
Reclassification of unrealized gains to realized gains	(15,296		)	—			(15,296		)	—
COMPREHENSIVE (LOSS) INCOME	$	(7,021	)	$	6,926		$	(33,906	)	$	10,068

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ALKERMES PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 30,
	2014			2013
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(20,619	)	$	10,333
Adjustments to reconcile net (loss) income to cash flows from operating activities:
Depreciation and amortization	47,486			42,048
Share-based compensation expense	32,758			16,690
Excess tax benefit from share-based compensation	(6,984		)	(11,730		)
Impairment of long-lived assets	—			3,346
(Gain) loss on sale of property, plant and equipment	(12,160		)	391
(Gain) on sale of investment of Acceleron Pharma Inc.	(15,296		)	—
Deferred income taxes	(10,664		)	(1,732		)
Loss on debt refinancing transaction	—			7,541
Prepayment penalty in connection with debt refinancing	—			(3,733		)
Other non-cash charges	9,965			1,169
Changes in assets and liabilities:
Receivables	(5,162		)	(10,743		)
Inventory, prepaid expenses and other assets	(19,714		)	(1,036		)
Accounts payable and accrued expenses	3,693			16,929
Deferred revenue	(1,304		)	(974		)
Other long-term liabilities	3,306			(448		)
Cash flows provided by operating activities	5,305			68,051
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions of property, plant and equipment	(11,438		)	(11,884		)
Proceeds from the sale of property, plant and equipment	14,361			125
Purchases of investments	(433,203		)	(175,619		)
Sales and maturities of investments	184,446			70,149
Cash flows used in investing activities	(245,834		)	(117,229		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of ordinary shares, net	248,406			—
Proceeds from the issuance of ordinary shares under share-based compensation arrangements	21,821			31,926
Excess tax benefit from share-based compensation	6,984			11,730
Employee taxes paid related to net share settlement of equity awards	(12,546		)	(8,523		)
Principal payments of long-term debt	(3,376		)	(5,450		)
Cash flows provided by financing activities	261,289			29,683
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	20,760			(19,495		)
CASH AND CASH EQUIVALENTS — Beginning of period	167,562			135,892
CASH AND CASH EQUIVALENTS — End of period	$	188,322		$	116,397
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Non-cash investing and financing activities:
Purchased capital expenditures included in accounts payable and accrued expenses	$	1,491		$	1,056

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Unaudited)

1. THE COMPANY

Alkermes plc (“Alkermes”) is a fully integrated, global biopharmaceutical company that applies its scientific expertise and proprietary technologies to research, develop and commercialize, both with partners and on its own, pharmaceutical products that are designed to address unmet medical needs of patients in major therapeutic areas. Alkermes has a diversified portfolio of more than 20 commercial drug products and a clinical pipeline of product candidates that address CNS disorders such as addiction, schizophrenia and depression. Headquartered in Dublin, Ireland, Alkermes has a research and development (“R&D”) center in Waltham, Massachusetts; R&D and manufacturing facilities in Athlone, Ireland; and manufacturing facilities in Gainesville, Georgia and Wilmington, Ohio.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements of the Company for the three and six months ended June 30, 2014 and 2013 are unaudited and have been prepared on a basis substantially consistent with the audited financial statements for the nine-month transition period ended December 31, 2013 (the “Transition Period”). The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”) (commonly referred to as “GAAP”). In the opinion of management, the condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, that are necessary to present fairly the results of operations for the reported periods.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of Alkermes, which are contained in the Company’s Transition Report on Form 10-K, which has been filed with the U.S. Securities and Exchange Commission (“SEC”). The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period, including the Transition Period, or for a full fiscal year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of Alkermes plc and its wholly owned subsidiaries as disclosed in Note 2: Summary of Significant Accounting Policies within Part II, Item 8 of our Transition Report. During the six months ended June 30, 2014, the following wholly owned subsidiaries were added: Alkermes Science Three Limited; Alkermes Science Four Limited; and Alkermes Science Five Limited. Intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in accordance with GAAP requires management to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates and judgments and methodologies, including those related to revenue recognition and related allowances, its collaborative relationships, clinical trial expenses, the valuation of inventory, impairment and amortization of intangibles and long-lived assets, share-based compensation, income taxes including the valuation allowance for deferred tax assets, valuation of investments and derivative instruments, litigation and restructuring charges. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Segment Information

The Company operates as one business segment, which is the business of developing, manufacturing and commercializing medicines designed to yield better therapeutic outcomes and improve the lives of patients with serious diseases. The Company’s chief decision maker, the Chairman and Chief Executive Officer, reviews the Company’s operating results on an aggregate basis and manages the Company’s operations as a single operating unit.

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In July 2013, the FASB adopted clarifying guidance on the presentation of unrecognized tax benefits when various qualifying tax credits exist. The amendment requires that unrecognized tax benefits be presented on the consolidated balance sheet as a reduction to deferred tax assets created by net operating losses (‘‘NOLs’’) or other tax credits from prior periods that occur in the same taxing jurisdiction. To the extent that the unrecognized tax benefit exceeds these NOLs or other tax credits, it shall be presented as a liability. This update, required to be adopted for all annual periods and interim reporting periods beginning after December 15, 2013, was adopted by the Company on January 1, 2014. The adoption of this standard did not have a material impact on the presentation of the Company’s financial position.

In June 2014, the FASB issued guidance that clarifies the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. Existing GAAP does not contain explicit guidance on how to account for these share-based payments. The new guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. Entities have the option of prospectively applying the guidance to awards granted or modified after the effective date or retrospectively applying the guidance to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements. The guidance becomes effective for the Company in its year ending December 31, 2016 and early adoption is permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. The guidance becomes effective for the Company in its year ending December 31, 2017 and early adoption is not permitted. The Company is currently assessing the impact that this standard will have on its consolidated financial statements.

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

3. INVESTMENTS

Investments consisted of the following:

			Gross Unrealized
					Losses
	Amortized				Less than			Greater than			Estimated
	Cost		Gains		One Year			One Year			Fair Value
	(In thousands)
June 30, 2014
Short-term investments:
Available-for-sale securities:
U.S. government and agency debt securities	$	223,404	$	192	$	—		$	—		$	223,596
Corporate debt securities	178,720		153		(30		)	—			178,843
International government agency debt securities	46,492		37		(2		)	—			46,527
	448,616		382		(32		)	—			448,966
Money market funds	1,201		—		—			—			1,201
Total short-term investments	449,817		382		(32		)	—			450,167
Long-term investments:
Available-for-sale securities:
U.S. government and agency debt securities	42,082		—		(43		)	(13		)	42,026
Corporate debt securities	25,793		—		(17		)	(22		)	25,754
International government agency debt securities	6,080		—		(2		)	—			6,078
	73,955		—		(62		)	(35		)	73,858
Held-to-maturity securities:
Certificates of deposit	1,547		—		—			—			1,547
Total long-term investments	75,502		—		(62		)	(35		)	75,405
Total investments	$	525,319	$	382	$	(94	)	$	(35	)	$	525,572

December 31, 2013
Short-term investments:
Available-for-sale securities:
U.S. government and agency debt securities	$	130,669	$	80	$	(1	)	$	—		$	130,748
Corporate debt securities	38,614		64		(30		)	—			38,648
International government agency debt securities	24,097		8		(33		)	—			24,072
	193,380		152		(64		)	—			193,468
Money market funds	1,201		—		—			—			1,201
Total short-term investments	194,581		152		(64		)	—			194,669
Long-term investments:
Available-for-sale securities:
Equity securities	8,732		21,253		—			—			29,985
U.S. government and agency debt securities	28,503		—		(61		)	(3		)	28,439
Corporate debt securities	20,266		—		(30		)	(75		)	20,161
International government agency debt securities	7,691		—		(5		)	—			7,686
	65,192		21,253		(96		)	(78		)	86,271
Held-to-maturity securities:
Certificates of deposit	1,493		—		—			—			1,493
Total long-term investments	66,685		21,253		(96		)	(78		)	87,764
Total investments	$	261,266	$	21,405	$	(160	)	$	(78	)	$	282,433

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

The proceeds from the sales and maturities of marketable securities, which were primarily reinvested and resulted in realized gains and losses, were as follows:

	Six Months Ended
	June 30,
(In thousands)	2014		2013
Proceeds from the sales and maturities of marketable securities	$	184,446	$	70,149
Realized gains	$	15,304	$	46
Realized losses	$	10	$	5

During the three months ended June 30, 2014, the Company sold its investment in Acceleron Pharma Inc. (“Acceleron”), which consisted of common stock and warrants to purchase the common stock of Acceleron. The Company received net proceeds of $24.0 million and realized a gain of $15.3 million from the sale of this investment. The Company reclassified the gain from accumulated other comprehensive (loss) income to gain on sale of investment in Acceleron in its condensed consolidated Statements of Operations and Comprehensive (Loss) Income.

The Company’s available-for-sale and held-to-maturity securities at June 30, 2014 had contractual maturities in the following periods:

	Available-for-sale				Held-to-maturity
	Amortized		Estimated		Amortized		Estimated
(In thousands)	Cost		Fair Value		Cost		Fair Value
Within 1 year	$	296,062	$	296,166	$	1,547	$	1,547
After 1 year through 5 years	226,509		226,658		—		—
Total	$	522,571	$	522,824	$	1,547	$	1,547

At June 30, 2014, the Company believed that the unrealized losses on its available-for-sale investments were temporary. The investments with unrealized losses consisted primarily of U.S. government and agency debt securities and corporate debt securities. In making the determination that the decline in fair value of these securities was temporary, the Company considered various factors, including but not limited to: the length of time each security was in an unrealized loss position; the extent to which fair value was less than cost; financial condition and near-term prospects of the issuers; and the Company’s intent not to sell these securities and the assessment that it is more likely than not that the Company would not be required to sell these securities before the recovery of their amortized cost basis.

The Company’s investment in Civitas Therapeutics, Inc. (“Civitas”) was zero and $2.0 million at June 30, 2014 and December 31, 2013, respectively, which was recorded within “Other Assets” in the accompanying condensed consolidated balance sheets. During the six months ended June 30, 2014, the Company recorded a reduction in its investment in Civitas of $2.0 million, which represented the Company’s proportionate share of Civitas’ net losses for this period. As the Company’s interest in Civitas has reached zero, the Company will no longer record its proportionate share of Civitas’ net losses until such time as the Company’s share of Civitas’ net income exceeds its share of Civitas’ net losses not recognized during the period the equity method was suspended.

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

4. FAIR VALUE MEASUREMENTS

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

	June 30,
(In thousands)	2014			Level 1		Level 2			Level 3
Assets:
Cash equivalents	$	1,201		$	1,201	$	—		$	—
U.S. government and agency debt securities	265,622			126,594		139,028			—
Corporate debt securities	204,597			—		204,597			—
International government agency debt securities	52,605			—		52,605			—
Total	$	524,025		$	127,795	$	396,230		$	—

Liabilities:
Interest rate swap contract	$	(92	)	$	—	$	(92	)	$	—
Total	$	(92	)	$	—	$	(92	)	$	—

	December 31,
(In thousands)	2013			Level 1		Level 2			Level 3
Assets:
Cash equivalents	$	1,201		$	1,201	$	—		$	—
U.S. government and agency debt securities	159,187			63,213		95,974			—
Corporate debt securities	58,809			—		58,809			—
International government agency debt securities	31,758			—		31,758			—
Equity securities	29,985			28,459		—			1,526
Total	$	280,940		$	92,873	$	186,541		$	1,526

Liabilities:
Interest rate swap contract	$	(275	)	$	—	$	(275	)	$	—
Total	$	(275	)	$	—	$	(275	)	$	—

The Company transfers its financial assets and liabilities, measured at fair value on a recurring basis, between the fair value hierarchies at the end of each reporting period.

There were no transfers of any securities from Level 1 to Level 2 or from Level 2 to Level 1 during the six months ended June 30, 2014. The following table is a rollforward of the fair value of the Company’s investments whose fair value was determined using Level 3 inputs at June 30, 2014:

(In thousands)	Fair Value
Balance, January 1, 2014	$	1,526
Total unrealized losses included in other comprehensive (loss) income	(383		)
Sale of equity securities	(1,143		)
Balance, June 30, 2014	$	—

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

During the three months ended June 30, 2014, the Company sold its Level 3 investment, which consisted of warrants to purchase the common stock of Acceleron.

The Company’s investments in U.S. government and agency debt securities, international government agency debt securities and corporate debt securities classified as Level 2 within the fair value hierarchy were initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing market-observable data. The market-observable data included reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validated the prices developed using the market-observable data by obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active.

The Company entered into an interest rate swap agreement in September 2011, which is described in greater detail in Note 11, Derivative Instruments. The fair value of the Company’s interest rate swap agreement was based on an income approach, which excludes accrued interest, and takes into consideration then-current interest rates and the then-current creditworthiness of the Company or the counterparty, as applicable.

The carrying amounts reflected in the condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses approximate fair value due to their short-term nature. The fair value of the remaining financial instruments not currently recognized at fair value on the Company’s condensed consolidated balance sheets consisted of the $300.0 million, seven-year term loan bearing interest at LIBOR plus 2.75% with a LIBOR floor of 0.75% (“Term Loan B-1”) and the $75.0 million, four-year term loan bearing interest at LIBOR plus 2.75%, with no LIBOR floor (“Term Loan B-2” and together with Term Loan B-1, the “Term Loan Facility”). The estimated fair value of these term loans, which was based on quoted market price indications (Level 2 in the fair value hierarchy) and may not be representative of actual values that could have been or will be realized in the future, was as follows at June 30, 2014:

	Carrying		Estimated
(In thousands)	Value		Fair Value
Term Loan B-1	$	292,784	$	294,013
Term Loan B-2	$	68,348	$	68,438

5. INVENTORY

Inventory is stated at the lower of cost or market value. Cost is determined using the first-in, first-out method. Inventory consisted of the following:

	June 30,		December 31,
(In thousands)	2014		2013
Raw materials	$	18,890	$	18,410
Work in process	19,762		15,581
Finished goods	18,414		12,227
Total inventory	$	57,066	$	46,218

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	June 30,			December 31,
(In thousands)	2014			2013
Land	$	8,163		$	8,440
Building and improvements	148,298			148,044
Furniture, fixture and equipment	225,166			220,984
Leasehold improvements	24,000			23,980
Construction in progress	31,699			26,688
Subtotal	437,326			428,136
Less: accumulated depreciation	(173,079		)	(153,646		)
Total property, plant and equipment, net	$	264,247		$	274,490

During the three months ended June 30, 2014, the Company sold certain of its land, buildings and equipment at its Athlone, Ireland facility that had a carrying value of $2.2 million in exchange for $17.5 million. $3.0 million of the sale proceeds will remain in escrow pending the completion of certain additional services the Company is obligated to perform, and will be recognized as “Gain on sale of property, plant and equipment” as the services are provided.

7. GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consisted of the following:

		June 30, 2014
	Weighted	Gross		Accumulated			Net
(In thousands)	Amortizable Life	Carrying Amount		Amortization			Carrying Amount
Goodwill		$	92,740	$	—		$	92,740

Finite-lived intangible assets:
Collaboration agreements	12	$	499,700	$	(102,810	)	$	396,890
NanoCrystal technology	13	74,600		(10,760		)	63,840
OCR technology	12	66,300		(17,130		)	49,170
Total		$	640,600	$	(130,700	)	$	509,900

The Company recorded, as “Amortization of acquired intangible assets” in the accompanying condensed consolidated Statements of Operations and Comprehensive (Loss) Income, $27.7 million and $23.0 million of amortization expense related to its finite-lived intangible assets during the six months ended June 30, 2014 and 2013, respectively, all of which related to cost of goods manufactured and sold. Based on the Company’s most recent analysis, amortization of intangible assets included within its condensed consolidated balance sheet at June 30, 2014 is expected to be approximately $60.0 million, $65.0 million, $70.0 million, $70.0 million and $70.0 million in the years ending December 31, 2014 through 2018, respectively. Although the Company believes such available information and assumptions are reasonable, given the inherent risks and uncertainties underlying its expectations regarding such future revenues, there is the potential for the Company’s actual results to vary significantly from such expectations. If revenues are projected to change, the related amortization of the intangible assets will change in proportion to the change in revenues.

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

8. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	June 30,		December 31,
(In thousands)	2014		2013
Accounts payable	$	21,261	$	19,493
Accrued compensation	23,196		28,101
Accrued restructuring	8,161		7,296
Accrued other	40,415		36,283
Total accounts payable and accrued expenses	$	93,033	$	91,173

9. RESTRUCTURING

On April 4, 2013, the Company approved a restructuring plan at its Athlone, Ireland manufacturing facility consistent with the evolution of the Company’s product portfolio and designed to improve operational performance for the future. The restructuring plan calls for the Company to terminate manufacturing services for certain older products that are expected to no longer be economically practicable to produce due to decreasing demand from its customers resulting from generic competition. The Company expects to continue to generate revenues from the manufacturing of these products through the year ending December 31, 2015.

As a result of the termination of these services, the Company also implemented a corresponding reduction in headcount of up to 130 employees. In connection with this restructuring plan, during the twelve months ended March 31, 2013, the Company recorded a restructuring charge of $12.3 million, which consisted of severance and outplacement services. The Company has paid in cash $5.1 million in connection with this restructuring plan and recorded an adjustment of $0.5 million to the restructuring accrual due to changes in foreign currency. Restructuring activity during the six months ended June 30, 2014 was as follows:

	Severance and
(In thousands)	Outplacement Services
Balance, January 1, 2014	$	10,578
Payments	(2,804		)
Adjustments	(106		)
Balance, June 30, 2014	$	7,668

At June 30, 2014 and December 31, 2013, $7.7 million and $6.8 million, respectively, of this restructuring accrual was included within “Accounts payable and accrued expenses,” and none and $3.8 million, respectively, was included within “Other long-term liabilities” in the accompanying condensed consolidated balance sheets.

10. LONG-TERM DEBT

Long-term debt consisted of the following:

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

	June 30,			December 31,
(In thousands)	2014			2013
Term Loan B-1, due September 25, 2019	$	292,784		$	294,091
Term Loan B-2, due September 25, 2016	68,348			70,202
Total	361,132			364,293
Less: current portion	(6,750		)	(6,750		)
Long-term debt	$	354,382		$	357,543

11. DERIVATIVE INSTRUMENTS

In September 2011, the Company entered into an interest rate swap agreement with Morgan Stanley Capital Services LLC to mitigate the impact of fluctuations in the three-month LIBOR rate at which the Company’s long-term debt bears interest. The interest rate swap agreement became effective in December 2012, expires in December 2014 and has a notional value of $65.0 million. The Company recorded an immaterial loss and a gain of $0.1 million within “Other income (expense), net” due to the change in fair value of this contract during the six months ended June 30, 2014 and 2013, respectively. The fair value and presentation in the condensed consolidated balance sheets for the Company’s interest rate swap was as follows:

		Fair Value
(In thousands)	Balance Sheet Location	June 30, 2014			December 31, 2013
Liability derivative not designated as a cash flow hedge	Other long-term liabilities	$	(92	)	$	(275	)

12. SHARE-BASED COMPENSATION

Share-based compensation expense consisted of the following:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2014		2013		2014		2013
Cost of goods manufactured and sold	$	1,770	$	1,003	$	4,079	$	2,074
Research and development	4,079		2,165		7,482		4,304
Selling, general and administrative	13,489		5,641		21,197		10,312
Total share-based compensation expense	$	19,338	$	8,809	$	32,758	$	16,690

At June 30, 2014 and December 31, 2013, $0.6 million and $0.4 million, respectively, of share-based compensation cost was capitalized and recorded as “Inventory” in the accompanying condensed consolidated balance sheets.

13. SHAREHOLDERS’ EQUITY

In January 2014, the Company sold 5,917,160 ordinary shares, $0.01 par value per share, pursuant to its shelf registration statement on Form S-3 at a price of $42.25 per share. The Company received total gross proceeds of $250.0 million, before deducting expenses of $1.6 million associated with the offering.

14. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per ordinary share is calculated based upon net income (loss) available to holders of ordinary shares divided by the weighted average number of shares outstanding. For the calculation of diluted earnings (loss) per ordinary share, the Company uses the weighted average number of ordinary shares outstanding, as adjusted for the effect of potential outstanding shares, including stock options and restricted stock units.

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ALKERMES PLC AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED STATEMENTS — (Continued)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands)	2014		2013		2014			2013
Numerator:
Net (loss) income	$	3,735	$	7,334	$	(20,619	)	$	10,333
Denominator:
Weighted average number of ordinary shares outstanding	144,913		134,602		144,140			133,941
Effect of dilutive securities:
Stock options	8,067		7,287		—			6,349
Restricted stock units	1,320		1,480		—			1,532
Dilutive ordinary share equivalents	9,387		8,767		—			7,881
Shares used in calculating diluted earnings (loss) per share	154,300		143,369		144,140			141,822

The following potential ordinary equivalent shares have not been included in the net income (loss) per ordinary share calculation because the effect would have been anti-dilutive:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands)	2014	2013	2014	2013
Stock options	1,879	883	9,644	516
Restricted stock units	695	—	1,892	—
Total	2,574	883	11,536	516

15. INCOME TAXES

The Company recorded an income tax benefit of $1.5 million and an income tax provision of $2.2 million for the three and six months ended June 30, 2014, respectively and an income tax provision of $2.7 million and $7.6 million for the three and six months ended June 30, 2013, respectively. The income tax provision in the three and six months ended June 30, 2014 and 2013 primarily relates to U.S. Federal and state taxes on income.

The Company records a deferred tax asset or liability based on the difference between the financial statement and tax basis of its assets and liabilities, as measured by enacted jurisdictional tax rates assumed to be in effect when these differences reverse. At June 30, 2014, the Company maintained a valuation allowance against certain of its U.S. and foreign deferred tax assets. The Company evaluates, at each reporting period, the need for a valuation allowance on its deferred tax assets on a jurisdiction by jurisdiction basis.

16. COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. For example, the Company is currently involved in various Paragraph IV lawsuits in the U.S. and other proceedings outside of the U.S. involving its patents in respect of FOCALIN XR, TRICOR, RITALIN LA, MEGACE ES and AMPYRA. The Company is not aware of any such proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, cash flows and results of operations.

In May 2014, the Company entered into an agreement whereby it is committed to provide up to €7.4 million to a partnership, Fountain Healthcare Partners II, L.P. of Ireland, which was created to carry on the business of investing exclusively in companies and businesses engaged in healthcare, pharmaceutical and life sciences sectors. The Company’s commitment represents approximately 10% of the partnership’s total funding. At June 30, 2014, the Company had made a payment of $0.5 million, which is included within “Other long-term assets” in the accompanying condensed consolidated balance sheets.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes beginning on page 5 of this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in our Transition Report, which has been filed with the SEC.

Executive Summary

Net income for the three months ended June 30, 2014 was $3.7 million, or $0.03 per ordinary share— basic and $0.02 per ordinary share—diluted, as compared to net income of $7.3 million, or $0.05 per ordinary share— basic and diluted, for the three months ended June 30, 2013. Net loss for the six months ended June 30, 2014 was $20.6 million, or $0.14 per ordinary share— basic and diluted, as compared to net income of $10.3 million, or $0.08 per ordinary share— basic and $0.07 per ordinary share —diluted, for the six months ended June 30, 2013.

During the three and six months ended June 30, 2014, we recorded total revenues of $153.4 million and $283.6 million, respectively, as compared to $138.6 million and $302.1 million in the three and six months ended June 30, 2013, respectively. Included in revenue for the six months ended June 30, 2013 was $30.0 million of intellectual property (“IP”) license revenue unrelated to key development programs.

Our operating expenses for the three and six months ended June 30, 2014 were $176.2 million and $322.4 million, respectively, reflecting increased investment in our rapidly advancing development pipeline, such as the initiation of the pivotal clinical development program for ALKS 5461, and prelaunch activities for aripiprazole lauroxil. We announced positive phase 3 results for aripiprazole lauroxil in April 2014 and are preparing to submit our New Drug Application (“NDA”) to the U.S. Food and Drug Administration (“FDA”) in the third quarter of this year.

Also during the six months ended June 30, 2014, we sold approximately 5.9 million ordinary shares, through a registered direct offering, to Invesco Perpetual Income Fund (“IPI Fund”) and the Invesco Perpetual High Income Fund (“IPHI Fund” and together with the IPI Fund, the “Invesco Funds”), for gross proceeds of $250.0 million.

Marketed Products

We earn manufacturing and/or royalty revenues on net sales from a diversified portfolio of more than 20 products marketed by our partners, and earn revenue on net sales of VIVITROL (naltrexone for extended-release injectable suspension), which is a proprietary product that we manufacture, market and sell in the U.S. Our key marketed products, which are expected to contribute meaningfully to our revenues are discussed below. We expect revenues from our other marketed products, taken together, to decrease in the future due to existing and expected competition from generic manufacturers.

RISPERDAL CONSTA and INVEGA SUSTENNA/XEPLION

RISPERDAL CONSTA (risperidone long-acting injection) and INVEGA SUSTENNA/XEPLION (paliperidone palmitate extended-release injectable suspension) are long-acting atypical antipsychotics that incorporate our proprietary technologies. They are products of Janssen.

RISPERDAL CONSTA uses our polymer-based microsphere injectable extended-release technology to deliver and maintain therapeutic medication levels in the body through just one injection every two weeks. RISPERDAL CONSTA is exclusively manufactured by us and is marketed and sold by Janssen worldwide. It was first approved for the treatment of schizophrenia in the U.S. in 2003 and in countries in Europe in 2002. The FDA approved RISPERDAL CONSTA as both monotherapy and adjunctive therapy to lithium or valproate in the maintenance treatment of bipolar I disorder in May 2009. RISPERDAL CONSTA is also approved for the maintenance treatment of bipolar I disorder in over 25 other countries worldwide.

INVEGA SUSTENNA uses our nanoparticle injectable extended-release technology to increase the rate of dissolution and enable the formulation of an aqueous suspension for once-monthly intramuscular administration. INVEGA SUSTENNA was approved for the acute and maintenance treatment of schizophrenia in adults in the U.S. in 2009. Paliperidone palmitate extended-release injectable suspension is also approved in the European Union (“EU”) and other countries worldwide, and is marketed and sold in the EU under the trade name XEPLION. INVEGA SUSTENNA/XEPLION is manufactured and commercialized worldwide by Janssen.

AMPYRA/FAMPYRA

Dalfampridine extended-release tablets are marketed and sold in the U.S. under the trade name AMPYRA by Acorda. In

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January 2010, the FDA approved AMPYRA as a treatment to improve walking in patients with multiple sclerosis (“MS”) as demonstrated by an increase in walking speed. It is the first and, currently, only product to be approved for this indication. Prolonged-release fampridine tablets are marketed and sold outside the U.S. under the trade name FAMPYRA by Biogen Idec. In July 2011, the European Medicines Agency (“EMA”) conditionally approved FAMPYRA in the EU for the improvement of walking in adults with MS. This authorization was renewed as of July 2013. The product incorporates our oral controlled release technology. AMPYRA and FAMPYRA are manufactured by us.

BYDUREON

BYDUREON (exenatide extended-release for injectable suspension) was approved by the FDA in January 2012, and received marketing authorization in the EU in June 2011, for the treatment of type 2 diabetes. BYDUREON, a once-weekly formulation of exenatide, the active ingredient in BYETTA, uses our polymer-based microsphere injectable extended-release technology. From August 2012 until February 2014, Bristol-Myers Squibb Company (“Bristol-Myers”) and AstraZeneca co-developed and marketed BYDUREON through their diabetes collaboration. In February 2014, AstraZeneca assumed sole responsibility for the development and commercialization of BYDUREON. In March 2014, AstraZeneca announced FDA approval of the BYDUREON Pen 2 mg. AstraZeneca announced that they plan to make the BYDUREON Pen available for patients in the second half of 2014.

VIVITROL

VIVITROL is a once-monthly injectable medication approved by the FDA for the treatment of alcohol dependence in April 2006 and for the prevention of relapse to opioid dependence, following opioid detoxification, in October 2010. The medication uses our polymer-based microsphere injectable extended-release technology to deliver and maintain therapeutic medication levels in the body through just one injection every four weeks. We developed, and currently market and sell, VIVITROL in the U.S., and Cilag sells VIVITROL in Russia and the Commonwealth of Independent States. The Russian regulatory authorities approved VIVITROL for the treatment of alcohol dependence in 2008 and for the treatment of opioid dependence in 2011.

Key Development Programs

We also have several proprietary and partnered product candidates in various stages of development, as discussed below.

Aripiprazole Lauroxil

We are studying aripiprazole lauroxil for the treatment of schizophrenia. Aripiprazole lauroxil is designed to provide once-monthly dosing of a medication that converts in vivo into aripiprazole, a molecule that is commercially available under the name ABILIFY. Aripiprazole lauroxil is our first product candidate to leverage our proprietary LinkeRx technology.

In April 2014, we announced positive topline results from a randomized, double-blind, placebo-controlled phase 3 clinical trial of aripiprazole lauroxil in patients with schizophrenia and presented the comprehensive data from the phase 3 study in June 2014. Patients treated once monthly with either 441 mg or 882 mg of aripiprazole lauroxil demonstrated statistically significant reductions from baseline in Positive and Negative Syndrome Scale (“PANSS”) total scores, compared to placebo, which was the prespecified primary endpoint in the study. In addition to meeting the prespecified primary efficacy endpoint, the study also met the prespecified key secondary endpoint of improvement on the Clinical Global Impression — Improvement scale (“CGI-I”) versus placebo. Aripiprazole lauroxil was generally well tolerated in the phase 3 study, and the safety profile of aripiprazole lauroxil was similar to that reported with oral aripiprazole. The most common adverse events in the study were insomnia, akathisia and headache. Based on the positive results from this phase 3 study, we plan to submit an NDA to the FDA in the third quarter of 2014.

In January 2014, we announced plans to commence clinical testing of aripiprazole lauroxil two-month, a new product candidate for the treatment of schizophrenia. If approved, aripiprazole lauroxil would be the first and only long-acting atypical antipsychotic medication dosed every two months.

Samidorphan /ALKS 33

Samidorphan, formerly referred to as ALKS 33, is a proprietary oral opioid modulator characterized by limited hepatic metabolism and durable pharmacologic activity in modulating brain opioid receptors. A phase 2 study of samidorphan in alcohol dependence was completed, and samidorphan is currently being evaluated as a component of ALKS 5461 and ALKS 3831.

ALKS 5461

ALKS 5461 is a proprietary combination of samidorphan and buprenorphine that we are developing for the treatment of

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major depressive disorder (“MDD”) in patients who have an inadequate response to standard antidepressant therapies. In March 2014, we announced the initiation of the pivotal clinical development program for ALKS 5461. The comprehensive pivotal program, named FORWARD (Focused On Results With A Rethinking of Depression), includes a total of 12 studies, including three core phase 3 efficacy studies and nine supportive studies. We announced initiation of two core efficacy studies in June 2014, and announced initiation of the third core efficacy study in July 2014. The core efficacy studies are designed to evaluate the safety and efficacy of ALKS 5461 as adjunctive treatment in patients with MDD and incorporate sophisticated design features. The FORWARD pivotal program will include studies to evaluate the long-term safety, dosing, pharmacokinetic profile and human abuse liability of ALKS 5461. The three core efficacy studies will utilize state-of-the-art methodologies intended to reduce the impact of clinically meaningful placebo response. Data from these three core efficacy studies are expected in 2016.

ALKS 3831

ALKS 3831 is a proprietary investigational medicine designed as a broad-spectrum treatment for schizophrenia. ALKS 3831 is composed of samidorphan in combination with the established antipsychotic drug olanzapine, which is generally available under the name ZYPREXA. ALKS 3831 is designed to attenuate olanzapine-induced metabolic side effects, including weight gain, and to have utility in patients with schizophrenia exacerbated by alcohol use. We expect to complete enrollment of an ongoing phase 2 study designed to assess ALKS 3831’s magnitude of effect on olanzapine-induced weight gain, in 2014. In June 2014, we announced initiation of a second phase 2 study, which is a randomized, double-blind, active-controlled study that will assess ALKS 3831’s efficacy, safety and tolerability in treating patients with schizophrenia and alcohol use, compared to olanzapine. We expect to have topline results from this study in mid 2017

MMF Prodrug ALKS 8700

ALKS 8700 is an oral, novel and proprietary molecule in development for the treatment of MS, designed to rapidly and efficiently convert to monomethyl fumarate (“MMF”) in the body and to offer differentiated features as compared to the currently marketed dimethyl fumarate, TECFIDERA. In July 2014, we announced that we had initiated a randomized, double-blind phase 1 study of ALKS 8700, designed to evaluate the safety, tolerability and pharmacokinetics of several oral formulations of ALKS 8700 compared to both placebo and active control groups.

ALKS 7106

ALKS 7106 is our novel and proprietary small-molecule investigational product derived from our opioid modulator platform. ALKS 7106 is a potent oral opioid analgesic designed for the treatment of pain with intrinsically low potential for abuse and overdose death, which are two liabilities associated with opioid medicines. We expect to file an IND and initiate clinical studies in mid 2014.

RDB 1419

RDB 1419 is a proprietary biologic cancer immunotherapy investigational product based on interleukin-2 and its receptors. RDB 1419 was engineered using our proprietary fusion protein technology platform to modulate the natural mechanism of action of a biologic. We expect to conduct IND-enabling activities for RDB 1419 in 2014.

Other

A phase 3 clinical research program for a three-month formulation of INVEGA SUSTENNA (paliperidone palmitate 3-month formulation), an investigational treatment for symptoms of schizophrenia in adults, was initiated by Janssen Research & Development, LLC (“Janssen R&D”) in 2012. In March 2014, Janssen R&D announced that, following an Independent Data Monitoring Committee recommendation based on positive efficacy, it halted early a phase 3 clinical study of paliperidone palmitate 3-month formulation. Janssen R&D has stated that, following a final analysis of the study and discussions with the FDA, it plans to file an NDA with the FDA for paliperidone palmitate 3-month formulation by the end of 2014 and that the study results will be presented at a future medical congress and will also be submitted for publication in a peer-reviewed journal. This investigational product is being developed by Janssen Pharmaceutica, NV, as licensee to our proprietary technology for nanoparticles.

In July 2014, Janssen Pharmaceuticals, Inc. announced the submission of a supplemental New Drug Application (“sNDA”) to the FDA seeking a label change that, if approved, is expected to include new data showing delayed time to relapse in patients prescribed once-monthly atypical long-acting antipsychotic INVEGA SUSTENNA (paliperidone palmitate) compared to selected oral antipsychotic therapies in the treatment of schizophrenia. Janssen Pharmaceuticals, Inc. also announced the submission of sNDAs to the FDA for once-monthly INVEGA SUSTENNA for approval to treat schizoaffective disorder as either monotherapy or adjunctive therapy in May 2014.

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AstraZeneca is developing line extensions for BYDUREON for the treatment of type 2 diabetes, including a dual-chamber pen device, and weekly and monthly suspension formulations using our proprietary technology for extended-release microspheres. AstraZeneca stated that they expect the Committee for Medicinal Products for Human Use (“CHMP”) to issue its opinion on the BYDUREON dual-chamber pen in the fourth quarter of 2014, and that they plan to file for approval of the dual- chamber pen in Japan. AstraZeneca expects to file for approval of the BYDUREON once-weekly suspension in the U.S. and EU in 2015.

Patents and Proprietary Rights

In June 2014, we announced that the United States Patent and Trademark Office (“USPTO”) had issued Notices of Allowance, which are issued after the USPTO makes a determination that a patent can be granted from an application, for four of our key development program candidates for the treatment of CNS disorders as follows:

Aripiprazole lauroxil: The USPTO issued a Notice of Allowance for U.S. Patent Application 13/607,066, entitled “Heterocyclic Compounds for the Treatment of Neurological and Psychological Disorders.” We expect this patent to issue within the next few months and expire no earlier than September 2030.

ALKS 5461: The USPTO issued a Notice of Allowance for U.S. Patent Application 13/715,198, entitled “Compositions of Buprenorphine and a Mu Antagonist.” We expect this patent to issue within the next few months and expire no earlier than December 2032.

ALKS 3831: On July 15, 2014, following our announcement of the Notice of Allowance relating to ALKS 3831, the USPTO issued U.S. Patent No. 8,778,960, entitled “Methods for Treating Antipsychotic-Induced Weight Gain.” We expect this patent to expire no earlier than August 2031.

ALKS 7106: The USPTO issued a Notice of Allowance for U.S. Patent Application 14/169,305, entitled “4-Hydroxybenzomorphans.” We expect this patent to issue within the next few months and expire no earlier than November 2025.

Results of Operations

Manufacturing and Royalty Revenues

Manufacturing fees are earned for the manufacture of products under arrangements with our collaborators when product is shipped to them at an agreed upon price. Royalties are earned on our collaborators’ sales of products that incorporate our technologies. Royalties are generally recognized in the period the products are sold by our collaborators. The following table compares manufacturing and royalty revenues earned in the three and six months ended June 30, 2014, as compared to the three and six months ended June 30, 2013:

	Three Months Ended				Change			Six Months Ended				Change
	June 30,				Favorable/			June 30,				Favorable/
(In millions)	2014		2013		(Unfavorable)			2014		2013		(Unfavorable)
Manufacturing and royalty revenues:
RISPERDAL CONSTA	$	26.9	$	34.4	$	(7.5	)	$	55.5	$	65.2	$	(9.7	)
INVEGA SUSTENNA/XEPLION	33.1		21.8		11.3			54.1		36.6		17.5
AMPYRA/FAMPYRA	19.5		19.9		(0.4		)	40.1		44.5		(4.4		)
RITALIN LA/FOCALIN XR	10.9		11.2		(0.3		)	20.6		21.8		(1.2		)
BYDUREON	8.8		5.4		3.4			16.5		10.1		6.4
Other	31.2		27.1		4.1			54.8		88.5		(33.7		)
Manufacturing and royalty revenues	$	130.4	$	119.8	$	10.6		$	241.6	$	266.7	$	(25.1	)

The decrease in RISPERDAL CONSTA manufacturing and royalty revenues in the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013 was primarily due to a 10% and 9% decrease in royalty revenues, respectively, and an 16% and 13% decrease in the number of units shipped to Janssen, respectively. Janssen’s end-market sales of RISPERDAL CONSTA were $302.0 million and $612.0 million for the three and six months ended June 30, 2014, respectively, and $336.0 million and $671.0 million for the three and six months ended June 30, 2013, respectively. Under our RISPERDAL CONSTA supply and license agreements with Janssen, we earn manufacturing revenues at 7.5% of Janssen’s unit net sales price of RISPERDAL CONSTA and royalty revenues at 2.5% of Janssen’s end-market net sales of RISPERDAL CONSTA.

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The increase in INVEGA SUSTENNA/XEPLION royalty revenues in the three and six months ended June 30, 2014, as compared to the three and six months ended June 30, 2013, was due to an increase in Janssen’s end-market sales of INVEGA SUSTENNA/XEPLION. During the three and six months ended June 30, 2014, Janssen’s end-market sales of INVEGA SUSTENNA/XEPLION were $394.0 million and $767.0 million, respectively, as compared to $290.0 million and $574.0 million in the three and six months ended June 30, 2013, respectively. Under our INVEGA SUSTENNA/XEPLION agreement with Janssen, we earn royalty revenues on end-market net sales of INVEGA SUSTENNA/XEPLION of: 5% up to the first $250 million in calendar-year net sales; 7% on calendar-year net sales of between $250 million and $500 million; and 9% on calendar-year net sales exceeding $500 million. The royalty rate resets at the beginning of each calendar year to 5%.

The increase in BYDUREON royalty revenues in the three and six months ended June 30, 2014, as compared to the three and six months ended June 30, 2013, was due to an increase in end-market sales of BYDUREON by AstraZeneca. During the three and six months ended June 30, 2014, our estimate of AstraZeneca’s end-market sales of BYDUREON was $103.0 million and $199.0 million, respectively, as compared to $66.9 million and $127.9 million sold under the Bristol-Myers and AstraZeneca diabetes collaboration in the three and six months ended June 30, 2013, respectively.

Included in other manufacturing and royalty revenues during the six months ended June 30, 2013 was $30.0 million of IP license revenue unrelated to key development programs.

Product Sales, net

Our product sales, net consist of sales of VIVITROL in the U.S. to wholesalers, a specialty distributor and specialty pharmacies. The following table presents the adjustments deducted from VIVITROL product sales, gross to arrive at VIVITROL product sales, net for sales of VIVITROL in the U.S. during the three and six months ended June 30, 2014 and 2013:

	Three Months Ended										Six Months Ended
	June 30,										June 30,
(In millions)	2014			% of Sales		2013			% of Sales		2014			% of Sales		2013			% of Sales
Product sales, gross	$	31.6		100.0	%	$	24.3		100.0	%	$	57.5		100.0	%	$	44.6		100.0	%
Adjustments to product sales, gross:
Medicaid rebates	(2.8		)	(8.9	)%	(1.8		)	(7.4	)%	(4.4		)	(7.7	)%	(3.3		)	(7.4	)%
Product discounts	(2.2		)	(7.0	)%	(1.7		)	(7.0	)%	(4.1		)	(7.1	)%	(2.7		)	(6.1	)%
Chargebacks	(2.1		)	(6.6	)%	(1.7		)	(7.0	)%	(3.6		)	(6.3	)%	(3.0		)	(6.7	)%
Co-pay assistance	(1.6		)	(5.1	)%	(1.3		)	(5.3	)%	(2.9		)	(5.0	)%	(2.1		)	(4.7	)%
Product returns	(0.9		)	(2.8	)%	0.1			0.4	%	(1.4		)	(2.4	)%	(0.2		)	(0.4	)%
Other	(0.4		)	(1.2	)%	(0.5		)	(2.1	)%	(2.4		)	(4.2	)%	(1.3		)	(2.9	)%
Total adjustments	(10.0		)	(31.6	)%	(6.9		)	(28.4	)%	(18.8		)	(32.7	)%	(12.6		)	(28.3	)%
Product sales, net	$	21.6		68.4	%	$	17.4		71.6	%	$	38.7		67.3	%	$	32.0		71.7	%

The increase in product sales, gross for the three and six months ended June 30, 2014, as compared to the three and six months ended June 30, 2013, was due to a 24% and 26% increase in the number of units sold, respectively, as well as a 5% price increase, effective April 1, 2014. The increase in Medicaid rebates, chargebacks and co-pay assistance were all primarily due to the increase in VIVITROL gross product sales. The increase in other adjustments during the six months ended June 30, 2014 was primarily due to a $1.4 million charge in the three months ended March 31, 2014 against product sales, net, related to a limited VIVITROL recall for a needle clog issue.

Costs and Expenses

Cost of Goods Manufactured and Sold

	Three Months Ended				Change		Six Months Ended				Change
	June 30,				Favorable/		June 30,				Favorable/
(In millions)	2014		2013		(Unfavorable)		2014		2013		(Unfavorable)
Cost of goods manufactured and sold	$	43.3	$	46.0	$	2.7	$	82.1	$	94.0	$	11.9

The decrease in cost of goods manufactured and sold during the three months ended June 30, 2014 as compared to the three months ended June 30, 2013, was primarily due to a 16% decrease in the number of RISPERDAL CONSTA units shipped to Janssen, partially offset by a 9% increase in shipments of our legacy products. The decrease in cost of goods manufactured and sold during the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 was primarily due to a 13%

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decrease in the number of RISPERDAL CONSTA units shipped to Janssen and a 13% decrease in shipments of our legacy products.

Research and Development Expense

For each of our R&D programs, we incur both external and internal expenses. External R&D expenses include costs related to clinical and non-clinical activities performed by contract research organizations (“CROs”), consulting fees, laboratory services, purchases of drug product materials and third-party manufacturing development costs. Internal R&D expenses include employee-related expenses, occupancy costs, depreciation and general overhead. We track external R&D expenses for each of our development programs; however, internal R&D expenses are not tracked by individual program as they benefit multiple programs or our technologies in general.

The following table sets forth our external R&D expenses relating to our individual Key Development Programs and all other development programs, and our internal R&D expenses by the nature of such expenses:

	Three Months Ended				Change			Six Months Ended				Change
	June 30,				Favorable/			June 30,				Favorable/
(In millions)	2014		2013		(Unfavorable)			2014		2013		(Unfavorable)
External R&D Expenses:
Key development programs:
ALKS 5461	$	20.7	$	1.8	$	(18.9	)	$	31.7	$	4.1	$	(27.6	)
Aripiprazole lauroxil	5.8		4.7		(1.1		)	13.2		14.9		1.7
ALKS 3831	6.0		2.3		(3.7		)	11.1		2.3		(8.8		)
ALKS 8700	2.3		—		(2.3		)	3.8		—		(3.8		)
ALKS 7106	2.4		—		(2.4		)	3.6		—		(3.6		)
Other development programs	4.2		5.2		1.0			6.7		9.7		3.0
Total external R&D expenses	41.4		14.0		(27.4		)	70.1		31.0		(39.1		)
Internal R&D expenses:
Employee-related	19.4		13.3		(6.1		)	36.8		27.1		(9.7		)
Occupancy	1.8		1.4		(0.4		)	3.4		2.7		(0.7		)
Depreciation	2.0		2.2		0.2			4.1		3.7		(0.4		)
Other	2.6		2.6		—			4.9		4.8		(0.1		)
Total internal R&D expenses	25.8		19.5		(6.3		)	49.2		38.3		(10.9		)
Research and development expenses	$	67.2	$	33.5	$	(33.7	)	$	119.3	$	69.3	$	(50.0	)

These amounts are not necessarily predictive of future R&D expenses. In an effort to allocate our spending most effectively, we continually evaluate the products under development, based on the performance of such products in pre-clinical and/or clinical trials, our expectations regarding the likelihood of their regulatory approval and our view of their commercial viability, among other factors.

The increase in expenses related to ALKS 5461 was the result of the initiation and start-up activities associated with the multiple phase 3 studies in 2014. The increase in expenses related to the ALKS 3831 program was due to an ongoing phase 2 study that was initiated in July 2013, and the initiation of a second phase 2 study to investigate the potential utility of ALKS 3831 for patients with schizophrenia exacerbated by alcohol use in 2014. ALKS 8700 and ALKS 7106 were added to our key development program portfolio in 2013. In July 2014, we initiated a phase 1 study for ALKS 8700 and plan to file an IND for ALKS 7106 in mid 2014. The increase in employee-related expenses was primarily due to an increase in headcount and share-based compensation expense. Expenses incurred under the samidorphan, which was formerly referred to as ALKS 33, and the RDB 1419 program were not material in the three and six months ended June 30, 2014 and 2013.

Selling, General and Administrative Expense

	Three Months Ended				Change			Six Months Ended				Change
	June 30,				Favorable/			June 30,				Favorable/
(In millions)	2014		2013		(Unfavorable)			2014		2013		(Unfavorable)
Selling, general and administrative expense	$	50.7	$	32.9	$	(17.8	)	$	93.2	$	67.6	$	(25.6	)

The increase in selling, general and administrative (“SG&A”) expense for the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013, was primarily due to a $10.8 million and $14.0 million increase in employee-related expenses, respectively, and a $5.8 million and $9.9 million increase in professional service fees and marketing

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expenses, respectively. The increase in employee-related expenses was primarily due to an increase in share-based compensation of $7.9 million and $10.9 million in the three and six months ended June 30, 2014, respectively, due to an increase in our stock price and an increase in headcount. The increases in professional service fees and marketing expenses were primarily due to an increase in activity related to the anticipated launch of aripiprazole lauroxil and increased marketing activities related to VIVITROL. We expect SG&A expenses to continue to increase in 2014 as launch planning activities accelerate for aripiprazole lauroxil.

Amortization of Acquired Intangible Assets

	Three Months Ended				Change			Six Months Ended				Change
	June 30,				Favorable/			June 30,				Favorable/
(In millions)	2014		2013		(Unfavorable)			2014		2013		(Unfavorable)
Amortization of acquired intangible assets	$	15.1	$	12.7	$	(2.4	)	$	27.7	$	23.0	$	(4.7	)

The intangible assets being amortized in the three and six months ended June 30, 2014 and 2013 were acquired as part of the acquisition of Elan Drug Technologies (“EDT”) in September 2011. In connection with the acquisition of EDT, we acquired certain amortizable intangible assets with a fair value of $643.2 million, which were expected to be amortized over 12 to 13 years. We amortize our amortizable intangible assets using the economic use method, which reflects the pattern that the economic benefits of the intangible assets are consumed as revenue is generated from the underlying patent or contract. Based on our most recent analysis, amortization of intangible assets included within our consolidated balance sheet at June 30, 2014 is expected to be approximately $60.0 million, $65.0 million, $70.0 million, $70.0 million and $70.0 million in the years ending December 31, 2014 through 2018, respectively.

Restructuring

On April 4, 2013, we approved a restructuring plan at our Athlone, Ireland manufacturing facility consistent with the evolution of our product portfolio and designed to improve operational performance in the future. The restructuring plan calls for us to terminate manufacturing services for certain older products that are expected to no longer be economically practicable to produce due to decreasing demand from our customers resulting from generic competition. We expect to continue to generate revenues from the manufacturing of these products into the year ending December 31, 2015.

As a result of the termination of these services, we began a corresponding reduction in headcount of up to 130 employees. During the three months ended March 31, 2013, we recorded a one-time restructuring charge, expected to be settled in cash payments, consisting solely of severance and outplacement services of $12.3 million.

Other Income (Expense), Net

	Three Months Ended						Change		Six Months Ended						Change
	June 30,						Favorable/		June 30,						Favorable/
(In millions)	2014			2013			(Unfavorable)		2014			2013			(Unfavorable)
Interest income	$	0.3		$	0.2		$	0.1	$	0.8		$	0.3		$	0.5
Interest expense	(3.4		)	(3.5		)	0.1		(6.7		)	(14.9		)	8.2
Gain on sale of investment in Acceleron Pharma Inc.	15.3			—			15.3		15.3			—			15.3
Gain on sale of property, plant and equipment	12.3			—			12.3		12.3			—			12.3
Other income (expense), net	0.5			(0.2		)	0.7		(1.4		)	—			(1.4		)
Total other income (expense), net	$	25.0		$	(3.5	)	$	28.5	$	20.3		$	(14.6	)	$	34.9

The decrease in interest expense in the six months ended June 30, 2014, as compared to the six months ended June 30, 2013, was primarily due to an amendment of our long-term debt in February 2013, which resulted in a $7.5 million charge to interest expense during the six months ended June 30, 2013. During the three months ended June 30, 2014, we sold our investment in Acceleron, which consisted of equity securities, resulting in a realized gain of $15.3 million. During the three months ended June 30, 2014, we sold certain of our land, buildings and equipment at our Athlone, Ireland facility that had a carrying value of $2.2 million in exchange for $17.5 million. We recorded a gain of $12.3 million in the three months ended June 30, 2014, as $3.0 million of the sale proceeds were placed in escrow pending the completion of certain additional services we are obligated to perform.

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Liquidity and Financial Condition

Our financial condition is summarized as follows:

	June 30,		December 31,
(In millions)	2014		2013
Cash and cash equivalents	$	188.3	$	167.6
Investments — short-term	450.2		194.6
Investments — long-term	75.4		87.8
Total cash, cash equivalents and investments	$	713.9	$	450.0
Working capital	$	784.8	$	469.2
Outstanding borrowings — current and long-term	$	361.1	$	364.3

Sources and Uses of Cash

We expect that funds generated from results of operations will be sufficient to finance our anticipated working capital and other cash requirements, such as capital expenditures and principal and interest payments, for at least the next twelve months. In the event business conditions were to deteriorate, we could rely on borrowings under our Term Loan Facility, which has an incremental facility capacity in an amount of $140.0 million, plus additional amounts as long as we meet certain conditions, including a specified leverage ratio.

Information about our cash flows, by category, is presented in the condensed consolidated statements of cash flows. The following table summarizes our cash flows for the six months ended June 30, 2014 and 2013:

	Six Months Ended
	June 30,
(In millions)	2014			2013
Cash and cash equivalents, beginning of period	$	167.6		$	135.9
Cash provided by operating activities	5.3			68.0
Cash used in investing activities	(245.8		)	(117.2		)
Cash provided by financing activities	261.2			29.7
Cash and cash equivalents, end of period	$	188.3		$	116.4

The decrease in cash flows provided by operating activities in the six months ended June 30, 2014, as compared to the six months ended June 30, 2013, was primarily due to a decrease in cash provided by net (loss) income of $39.8 million and an increase in cash used for working capital of $22.9 million. The decrease in cash provided from net (loss) income was partially due to a $20.6 million net loss in the six months ended June 30, 2014, as compared to $10.3 million of net income in the prior period. The increase in cash used in working capital was primarily due to an increase in cash used for inventory, prepaid expenses and other assets of $18.7 million and a decrease in cash provided by accounts payable and accrued expenses of $13.2 million, partially offset by an increase in cash provided by accounts receivable of $5.6 million. The increase to inventory, prepaid expenses and other assets relates primarily to an increase in prepaid taxes of $22.9 million. The changes in accounts payable and accrued expenses and accounts receivable are primarily related to the timing of payments and receipts, respectively.

The increase in cash flows used in investing activities in the six months ended June 30, 2014, as compared to the six months ended June 30, 2013, was primarily due to an increase in the net purchase of investments of $143.3 million, partially offset by an increase in proceeds from the sale of property, plant and equipment of $14.2 million. The proceeds from the sale of property, plant and equipment was primarily related to the sale of certain of our land, buildings and equipment at our Athlone, Ireland facility.

The increase in cash flows provided by financing activities in the six months ended June 30, 2014, as compared to the six months ended June 30, 2013, was primarily due to the sale of approximately 5.9 million ordinary shares, through a registered direct offering to the Invesco Funds, for gross proceeds of $250.0 million. This was partially offset by a $10.1 million decrease in cash received from our employees upon the exercise of stock awards and a $4.0 million increase in employee taxes paid related to the net share settlement of equity awards.

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Our investments at June 30, 2014 consist of the following:

	Amortized		Gross Unrealized					Estimated
(In millions)	Cost		Gains		Losses			Fair Value
Investments — short-term	$	449.8	$	0.4	$	—		$	450.2
Investments — long-term available-for-sale	74.0		—		(0.1		)	73.9
Investments — long-term held-to-maturity	1.5		—		—			1.5
Total	$	525.3	$	0.4	$	(0.1	)	$	525.6

Our investment objectives are, first, to preserve liquidity and conserve capital and, second, to generate investment income. We mitigate credit risk in our cash reserves by maintaining a well-diversified portfolio that limits the amount of investment exposure as to institution, maturity and investment type. However, the value of these securities may be adversely affected by the instability of the global financial markets, which could, in turn, adversely impact our financial position and our overall liquidity. Our available-for-sale investments consist primarily of short- and long-term U.S. government and agency debt securities, debt securities issued by foreign agencies and backed by foreign governments and corporate debt securities. Our held-to-maturity investments consist of investments that are restricted and held as collateral under certain letters of credit related to certain of our lease agreements.

We classify available-for-sale investments in an unrealized loss position, which do not mature within 12 months, as long-term investments. We have the intent and ability to hold these investments until recovery, which may be at maturity, and it is more-likely-than-not that we would not be required to sell these securities before recovery of their amortized cost. At June 30, 2014, we performed an analysis of our investments with unrealized losses for impairment and determined that they were temporarily impaired.

At June 30, 2014 and December 31, 2013, none and $1.5 million of our investments were valued using Level 3 inputs, respectively. The investments valued at Level 3 consisted of warrants to purchase the common stock of Acceleron, which were sold during the three months ended June 30, 2014. Level 3 inputs are unobservable and are significant to the overall fair value measurement and require a significant degree of judgment.

Borrowings

At June 30, 2014, our borrowings consisted of $363.2 million outstanding under our Term Loan Facility. Refer to Note 10, Long-Term Debt, within Part II, Item 8 of our Transition Report, for a discussion of our outstanding term loans.

Contractual Obligations

Refer to Part II, Item 7 of our Transition Report in the “Contractual Obligations” section for a discussion of our contractual obligations. Our contractual obligations as of June 30, 2014 were not materially changed from the date of that report.

Off-Balance Sheet Arrangements

At June 30, 2014, we were not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources material to investors.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. Refer to “Critical Accounting Estimates” within Part II, Item 7 of our Transition Report for a discussion of our critical accounting estimates.

New Accounting Standards

Refer to “New Accounting Pronouncements” included in Note 2, Summary of Significant Accounting Policies in the accompanying “Notes to Condensed Consolidated Financial Statements” for a discussion of new accounting standards.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risks related to our investment portfolio, and the ways we manage such risks, are summarized in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Transition Report. We regularly review our marketable securities holdings and shift our investment holdings to those that best meet our investment objectives, which are, first, to preserve liquidity and conserve capital and, second, to generate investment income. Apart from such adjustments to our investment portfolio, there have been no material changes to our market risks since December 31, 2013, and we do not anticipate any near-term changes in the nature of our market risk exposures or in our management’s objectives and strategies with respect to managing such exposures.

We are exposed to foreign currency exchange risk related to manufacturing and royalty revenues we receive on certain of our products as well as certain operating costs arising from expenses and payables at our Irish operations that are settled in Euro. These foreign currency exchange rate risks are summarized in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Transition Report. There has been no material change in our assessment of our sensitivity to foreign currency exchange rate risk since December 31, 2013.

Item 4. Controls and Procedures

a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on June 30, 2014. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014 to provide reasonable assurance that the information required to be disclosed by us in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

b) Change in Internal Control over Financial Reporting

During the period covered by this report, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. For example, we are currently involved in various Paragraph IV lawsuits in the U.S. and other proceedings outside of the U.S. involving our patents in respect of FOCALIN XR, TRICOR, RITALIN LA, MEGACE ES and AMPYRA. We are not aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, cash flows and results of operations.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in our Transition Report. For a further discussion of our Risk Factors, refer to Part I, Item 1A — “Risk Factors” of our Transition Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 16, 2011, our board of directors authorized the continuation of the Alkermes, Inc. program to repurchase up to $215.0 million of our ordinary shares at the discretion of management from time to time in the open market or through privately negotiated transactions. We did not purchase any shares under this program during the six months ended June 30, 2014. As of June 30, 2014, we had purchased a total of 8,866,342 shares at a cost of $114.0 million.

Item 5. Other Information

The Company’s policy governing transactions in its securities by its directors, officers and employees permits its officers, directors and employees to enter into trading plans in accordance with Rule 10b5-1 under the Exchange Act. During the quarter ended June 30, 2014, Ms. Kathryn L. Biberstein, Dr. Elliot W. Ehrich and Messrs. James M. Frates, Michael J. Landine, Richard F. Pops, and Gordon G. Pugh, each an executive officer of the Company, entered into trading plans in accordance with Rule 10b5-1 and the Company’s policy governing transactions in its securities by its directors, officers and employees. The Company undertakes no obligation to update or revise the information provided herein, including for revision or termination of an established trading plan.

Item 6. Exhibits

The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALKERMES plc

	(Registrant)


	By:	/s/ Richard F. Pops
		Chairman and Chief Executive Officer
		(Principal Executive Officer)


	By:	/s/ James M. Frates
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Date: July 31, 2014

Table of Contents

EXHIBIT INDEX

Exhibit Number		Description of Exhibit

10.1+*		Alkermes plc 2011 Stock Option and Incentive Plan, as amended (Incorporated by reference to Exhibit 10.1 of the Alkermes plc Current Report on Form 8-K filed on May 28, 2014).

10.2		Third Amendment to Lease Agreement between Alkermes, Inc. and PDM 850 Unit, LLC, dated as of May 15, 2014.

31.1		Rule 13a-14(a)/15d-14(a) Certification.

31.2		Rule 13a-14(a)/15d-14(a) Certification.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101		The following materials from Alkermes plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Condensed Consolidated Financial Statements (furnished herewith).


*		Previously filed
+		Indicates a management contract or any compensating plan, contract, or arrangement.

Exhibit 10.2

Third Amendment to Lease

This Third Amendment to Lease (this “Amendment”) is by and between PDM 850 Unit, LLC, a Delaware limited liability company (“Landlord”), and Alkermes, Inc., a Pennsylvania corporation ( “Tenant”) and is executed as of this 15 day of May, 2014.

WHEREAS, Landlord and Tenant are parties to a certain Lease dated as of April 22, 2009, as amended by that certain First Amendment to Lease dated June 15, 2009, as amended by a Second Amendment to Lease (the “Second Amendment”) dated November 12, 2013 (together, the “Lease”) with respect to certain premises (the “Premises”) located at 850 Winter Street, Waltham, Massachusetts;

WHEREAS, Tenant was acquired by merger by Alkermes PLC, an Irish public limited company (the “Guarantor”), and Landlord desires to have Guarantor guarantee Tenant’s obligations under the Lease; and

WHEREAS, Tenant desires to utilize certain portions of the parking garage located in the basement of the Building for storage as identified on Exhibit A, attached (“Storage Areas”);

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Undefined Terms. All capitalized terms used herein and not herein defined shall have the meanings set forth in the Lease.

2. Guaranty. Tenant has, on the date of this Amendment, delivered a lease guaranty in the form attached as Exhibit B (the “Guaranty”) to Landlord from Guarantor.

3. Storage Areas. Landlord agrees to license to Tenant the Storage Areas, in their “as is” condition, subject to the following terms. The term of the license of the Storage Areas shall be co-terminus with the term of the Lease and Tenant shall have no obligation to pay Base Rent for the Storage Areas. Landlord shall not be required to provide any services to the Storage Areas. The Storage Areas shall not be included for the purpose of determining Tenant’s Pro Rata Share of Operating Expenses and Taxes pursuant to the Lease. To the extent applicable to Tenant’s use of and conduct in the Storage Areas, the provisions of the Lease shall apply. Except as set forth above, all other expenses associated with the use and occupancy of the Storage Areas shall be payable by Tenant. Tenant shall be responsible for securing the Storage Areas by use of fencing or another method reasonably approved by Landlord (the parties acknowledging that he existing fencing meets the requirements of this sentence). In connection with the creation of the Storage Areas, Tenant’s right to total parking spaces and non-designated parking spaces located in the parking garage pursuant to Section 20.10 of the Lease, as previously amended, are each hereby reduced by two (2) spaces. Landlord shall have the right to relocate one or more of the Storage Areas in the basement of the Building from time to time at no cost to Tenant upon at least 30 days’ prior written notice to Tenant, in which case the parties shall prepare a replacement Exhibit A to this Amendment and, if such relocated Storage Areas do not affect the availability of parking spaces in the basement, Tenant shall be entitled to the reinstatement of the previously

affected parking spaces in an amount equal to the number of parking spaces made available on account of such relocation (but not to exceed two spaces in any event).

4. Miscellaneous.

(a) Section 2.05(a) of the Lease is hereby amended by deleting the first (1st), second (2nd) and third (3rd) sentences thereof and substituting the following:

“The Letter of Credit Amount shall be increased by Tenant (via amendment to the then-existing Letter of Credit or by supplying Landlord with a replacement Letter of Credit) by the amount of $1,500,000 if Guarantor fails, at any time during the term of this Lease, to meet the Financial Test (as hereinafter defined). The “Financial Test” shall mean that Guarantor, on a consolidated basis, has unrestricted cash, cash equivalents and short-term investments, as determined in accordance with generally accepted accounting principles, consistently applied, equal to at least $50,000,000 in United States dollars. If, at any time after the Letter of Credit is increased pursuant to the foregoing, Guarantor subsequently meets the Financial Test for three complete calendar quarters in a row and reasonably evidences the same to Landlord, then, provided that Tenant is not then in default beyond applicable notice or cure periods and no Bankruptcy Event (as defined below) is then in effect, Tenant shall be entitled to reduce the Letter of Credit by the amount of $1,500,000 (but to an amount equal to no less than $1,493,105.25) until such time, if any, that Guarantor subsequently fails to meet the Financial Test.”

(b) Section 10.02 of the Lease is hereby modified by adding, as the last sentence, the following: “Tenant shall provide Landlord, on the same terms and conditions, with similar statements to those in (f), (g) and (h) above from the Guarantor with respect to the Guaranty.”

(d) The provisions of Section 20.09 of the Lease are hereby amended and restated in their entirety as follows:

“If, at any time, Guarantor ceases to be a publicly traded company subject to the reporting requirements of the SEC, then, upon the written request of Landlord, Guarantor, within 30 days following the end of each fiscal quarter occurring during the term shall furnish to Landlord an accurate, up-to-date financial statement of Guarantor showing Guarantor’s financial condition for the immediately preceding fiscal quarter and, with respect to the fourth fiscal quarter, the fiscal year, such annual statement to be audited if available, together with a certification from Guarantor’s chief financial officer as to whether Guarantor then complies with the Financial Test. Tenant shall also use commercially reasonable efforts to provide the foregoing annual financial statements for any Transferee of more than 33% of the Premises that is not a publicly traded company subject to the reporting requirements of the SEC. If any such financial statements are not publicly available, Landlord shall treat the financial statements confidentially, but shall be permitted to provide them to prospective and current lenders and prospective purchasers who agree to treat them with the same degree of confidentiality.”

(e) References to “PDM Unit 850, LLC”, which appear in certain places in the Lease and the prior amendments to Lease, are hereby revised to mean “PDM 850 Unit, LLC”, correcting a scrivener’s error in those documents.

(f) Section 5 of the Second Amendment is hereby amended be deleting the number “fifteen (15)” in the sixteenth line of Section 5 and replacing it with the number “five (5)”.

5. Authority. Tenant warrants and represents that (a) Tenant is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; (b) Tenant has duly executed and delivered this Amendment; (c) the execution, delivery and performance by Tenant of this Amendment (i) are within the powers of Tenant, (ii) have been duly authorized by all requisite action, (iii) will not violate any provision of law or any order of any court or agency of government, or any agreement or other instrument to which Tenant is a party or by which it or any of its property is bound, and (iv) will not result in the imposition of any lien or charge on any of Tenant’s property, except by the provisions of this Amendment; and (d) this Amendment is a valid and binding obligation of Tenant enforceable in accordance with its terms. This warranty and representation shall survive the termination of the Lease.

Landlord warrants and represents that (a) Landlord is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized; (b) Landlord has duly executed and delivered this Amendment; (c) the execution, delivery and performance by Landlord of this Amendment (i) are within the powers of Landlord, (ii) have been duly authorized on behalf of Landlord by all requisite action and (iii) will not violate any provision of law or any order of any court or agency of government, or any agreement or other instrument to which Landlord is a party or by which it or any of its property is bound; and (d) this Amendment is a valid and binding obligation of Landlord enforceable in accordance with its terms. This warranty and representation shall survive the termination of the Lease.

6. Brokerage. Landlord and Tenant each represent and warrant that they have not directly or indirectly dealt with any broker in connection with this Amendment.

7. Ratification. Except as hereby amended, the Lease shall remain in full force and effect, is hereby ratified and confirmed, and remains unchanged.

8. Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the state in which the Property is located.

9. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original but all of which shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Landlord and Tenant have executed this Amendment under seal as of the date first noted above.

	PDM 850 UNIT, LLC

	By:	PD Winter Street, LLC, its sole member

	By :	/s/ PAUL R. MARCUS
		Name: Paul R. Marcus
		Title: A Member of Its Executive Committee


	ALKERMES, INC.


	By:	/s/ JAMES M. FRATES
		Name: James M. Frates
		Title: Chief Financial Officer

Exhibit A

Storage Area

Exhibit B

[See Form of Guaranty, Attached]

Guaranty

850 Winter Street

Waltham, Massachusetts, USA

Guaranty dated as of May , 2014, by the undersigned Alkermes PLC, a company registered under the laws of Ireland with company number 498284 and having its registered office at Connaught House, 1 Burlington Road, Dublin, 4 (the “Guarantor”).

BACKGROUND

PDM 850 Unit, LLC (“Landlord”) and Alkermes, Inc. (“Tenant”) are parties to a Lease dated as of April 22, 2009, as previously amended by a First Amendment to Lease dated June 18, 2009, a Second Amendment to Lease dated November 12, 2013, and a Third Amendment to Lease dated as of the date hereof (as the same may hereafter be amended, the “Lease”) for certain premises at 850 Winter Street, Waltham, Massachusetts. Tenant is a subsidiary of Guarantor. Guarantor acquired Tenant by merger and is entering into this Guaranty in connection with the execution and delivery of the Third Amendment.

AGREEMENT

1. Guarantor hereby unconditionally guarantees to Landlord, its successors and assigns, upon Landlord’s first demand, the full payment of all amounts payable by Tenant, its successors and assigns under the Lease and performance and observance of all the covenants, conditions and agreements in the Lease provided to be performed and observed by Tenant, its successors and assigns, whether now existing or hereafter arising, for the entire term of the Lease, as it may be extended (the “Term”), and to any holdover term thereafter, for the entire Premises. Guarantor waives notice of non-payment of rent, additional charges, or any other amounts to be paid by Tenant under the Lease, and waives notice of default or non-performance of any of Tenant’s other covenants, conditions and agreements contained in the Lease. Guarantor further waives, to the fullest extent permitted by law, any and all legal, equitable and/or surety defenses whatsoever to which Guarantor might otherwise be entitled, provided that Guarantor shall have the benefit of any defense that would be available to Tenant under the Lease (including without limitation the defense of performance) except any defenses that would arise by virtue of Tenant being adjudged bankrupt or insolvent.

2. Guarantor agrees that its liability under this Guaranty shall be primary and joint and several with Tenant and that in any right of action which shall accrue to Landlord under the Lease, Landlord may, at its option, proceed against Guarantor, without having commenced any action or having obtained any judgment against Tenant.

3. The individual(s) executing this Guaranty on behalf of Guarantor represents and warrants to Landlord, as an inducement for Landlord to enter into and execute the Lease, that such individual is duly authorized to execute and deliver this Guaranty on behalf of Guarantor, that this Guaranty is a valid and binding obligation of Guarantor enforceable in accordance with

its terms, and that this Guaranty violates no law, rule, regulation, agreement or contract applicable to or binding on Guarantor.

4. Guarantor further agrees as follows:

a. Any and all claims of any nature which Guarantor may now or hereafter have against Tenant are hereby subordinated to the full and final cash payment to Landlord of all obligations under the Lease and under this Guaranty. Without limiting the generality of the foregoing, prior to the full and final cash payment to Landlord of all obligations under the Lease and under this Guaranty, Guarantor agrees that he or she shall not: (i) make any claim of liability of Tenant to Guarantor or assert any set-off or counterclaim against Tenant whether by reason of paying any sum due or recoverable under this Guaranty (whether or not demanded by Landlord); or (ii) attempt to prove in competition with Landlord any claim regarding any payment made under this Guaranty. To the extent that the exercise by Guarantor of any such right would impair the ability of Tenant to fully perform and observe all the covenants and conditions in the Lease on the Tenant’s part to be performed and observed, Guarantor waives any rights of subrogation, any rights to enforce any right or remedy of Landlord against Tenant, and any right to participate in any collateral held or payment received by Landlord until such full and final cash payment is made.

b. In the event of avoidance, disgorgement, reduction, reconveyance or recovery of any payment from Tenant to Landlord as a preference under any laws relating to the bankruptcy, reorganization or liquidation of debtors, or as a so-called fraudulent conveyance, or under any other applicable law, Landlord shall be entitled to recover on demand the amount of such payment from Guarantor as if such payment had never been made by Tenant.

c. Guarantor represents and warrants to Landlord, as an inducement for Landlord to enter into and execute the Lease, that Guarantor has a financial interest in the Tenant.

5. Guarantor further agrees to be responsible to the Landlord for any reasonable expenses, including reasonable attorneys’ fees, incurred by Landlord in successfully enforcing any obligations of Guarantor under this Guaranty.

6. Guarantor’s liability hereunder shall be ascertained as though the Guarantor was itself the tenant under the Lease, jointly and severally with Tenant, and the Guarantor’s obligations hereunder shall not be affected or impaired by any relief of Tenant from Tenant’s obligations under the Lease by operation of law or otherwise including, without limitation, in connection with proceedings under the bankruptcy laws now or hereafter enacted, or similar laws for the relief of debtors.

7. Guarantor hereby irrevocably and unconditionally submits to personal jurisdiction in The Commonwealth of Massachusetts over any suit, action or proceeding arising out of this Guaranty or out of the Lease, and Guarantor hereby waives any right to object to personal jurisdiction within The Commonwealth of Massachusetts. The initiation of any suit, action or

proceeding by Landlord against any Guarantor or any property of Guarantor in any other jurisdiction shall not constitute a waiver of the agreements contained herein that the law of The Commonwealth of Massachusetts shall govern the rights of Landlord and the rights and obligations of Guarantor under this Guaranty, and that Guarantor submits to personal jurisdiction within The Commonwealth of Massachusetts. Guarantor hereby waives any right to a trial by jury for any claim arising under this Guaranty.

8. If any term of this Guaranty, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Guaranty, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Lease shall be valid and enforceable to the fullest extent permitted by law.

9. Guarantor further expressly agrees that the validity of this Guaranty and the obligations of Guarantor under this Guaranty shall not be terminated or in any way affected or impaired by reason of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease, or by reason of the waiver or failure by Landlord to enforce any of the terms, covenants or conditions of the Lease, this Guaranty, or any other guaranty of the Lease (if any), or by reason of the granting of any indulgence or extension to Tenant, or Guarantor, or to any other guarantor (if any), all of which may be given or done by Landlord from time to time without notice to Guarantor.

10. This Guaranty shall be governed by the laws of the Commonwealth of Massachusetts (other than with respect to principles of conflicts of laws thereunder), except that issues relating to this arbitration clause and any arbitration hereunder shall be governed by the Federal Arbitration Act, Chapters 1 and 2. Any controversy or claim arising out of or relating to this Guaranty shall be determined by arbitration in accordance with the International Arbitration Rules of the American Arbitration Association. In the event of any such election the following provisions shall apply. There shall be one (1) arbitrator. The place of the arbitration shall be (and the hearings shall be conducted in) Boston, Massachusetts. Judgment on the award(s) rendered by the arbitrator may be entered into any court having jurisdiction thereof. Guarantor hereby waives all objection which it may have at any time to the laying of venue of any proceedings brought in such courts, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object with respect to such proceedings that any such court does not have jurisdiction over such party.

10. Guarantor appoints Douglas McLaughlin, having an address at c/o Langer & McLaughlin, LLP, 855 Boylston Street, 6th Flor, Boston, MA 02116, as Guarantor’s agent for service of process in any action under this Guaranty. Nothing in this paragraph shall be deemed to restrict or otherwise limit Landlord’s right to initiate proceedings before the competent courts of Ireland in order to obtain injunctive or interim measures, including without limitation an action to obtain provisional payment under the present Guaranty, as the case may be. So far as is permitted under the applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified

in this Guaranty, or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon the person of Guarantor in any such court.

11. Capitalized terms used and not defined in this Guaranty shall have the same meanings as in the Lease.

Executed as a sealed Massachusetts instrument.

	GUARANTOR:


GIVEN under the Common Seal of
ALKERMES PLC
and DELIVERED as a deed:


	Director



	Director / Secretary

EXHIBIT 31.1

CERTIFICATIONS

I, Richard F. Pops, certify that:

1 I have reviewed this quarterly report on Form 10-Q of Alkermes plc;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4 The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5 The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Richard F. Pops
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

Date: July 31, 2014

EXHIBIT 31.2

CERTIFICATIONS

I, James M. Frates, certify that:

1 I have reviewed this quarterly report on Form 10-Q of Alkermes plc;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ James M. Frates
	Senior Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: July 31, 2014

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Alkermes plc (the “Company”) on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Richard F. Pops, Chairman and Chief Executive Officer of the Company, and James M. Frates, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Richard F. Pops
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ James M. Frates
	Senior Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: July 31, 2014