UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20162019
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from           to             
For the transition period from __________ to __________                    
Commission File Number: Number 001-32335
Halozyme Therapeutics, Inc.___________________________
HALOZYME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
___________________________
Delaware 88-0488686
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
11388 Sorrento Valley Road
San Diego, California
 
92121
San Diego(Zip Code)
CA
(Address of principal executive offices)  
(858) (858) 794-8889
(Registrant’s Telephone Number, Including Area Code)telephone number, including area code)
Securities registered under Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.001 Par ValueHALOThe NASDAQ Stock Market, LLC
Securities registered under Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    x  Yes        ¨  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    ¨  Yes        x  No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes        ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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).    x  Yes        ¨  No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting companycompany”and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerx
Accelerated filero
  
Non-accelerated filero
Smaller reporting companyEmerging growth company
 
Smaller reporting company o
(Do
If an emerging growth company, indicate by check mark if the registrant has elected not check if a smaller reporting company)
to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes        x    No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 20162019 was approximately $1.1$2.5 billion based on the closing price on the NASDAQ Global Select Market reported for such date. Shares of common stock held by each officer and director and by each person who is known to own 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
AsThe number of February 22, 2017, there were 129,764,415outstanding shares of the registrant’s common stock, issued, $0.001 par value $0.001 per share, and outstanding.

was 138,226,070 as of February 14, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement to be filed subsequent to the date hereof with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrant’s 20172020 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report.
 







Table of ContentsHALOZYME THERAPEUTICS, INC.
INDEX
   
Page
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
Item 15.
Item 16.










This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. All statements, other than statements of historical fact, included herein, including without limitation those regarding our future product development and regulatory events and goals, product collaborations, our business intentions and financial estimates and anticipated results, are, or may be deemed to be, forward-looking statements. Words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” “think,” “may,” “could,” “will,” “would,” “should,” “continue,” “potential,” “likely,” “opportunity”“opportunity,” “project” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Annual Report. Additionally, statements concerning future matters such as the development or regulatory approval of new partner products, enhancements of existing products or technologies, timing and success of launch of new products by our collaborators, third party performance under key collaboration agreements, revenue, expense and expensecash burn levels, anticipated profitability and expected trends, expected repayment of the Royalty backed Loan and trends and other statements regarding matters that are not historical are forward-looking statements.
Although forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include without limitation those discussed under the heading “Risk Factors” in Part I, Item 1A below, as well as those discussed elsewhere in this Annual Report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report. Readers are urged to carefully review and consider the various disclosures made in this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
References to “Halozyme,” “the Company,” “we,” “us,” and “our” refer to Halozyme Therapeutics, Inc. and its wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.’s wholly owned subsidiaries, Halozyme Holdings Ltd., Halozyme Royalty LLC, Halozyme Switzerland GmbH and Halozyme Switzerland Holdings GmbH. References to “Notes” refer to the Notes to Consolidated Financial Statements included herein (refer to Part II, Item 8).
PART I


Item 1.
Business
Overview
Halozyme Therapeutics Inc. is a biotechnologybiopharma technology platform company focused on developing and commercializing novel oncology therapies. We are seeking to translate our unique knowledge of the tumor microenvironment to create therapies that have the potential to improve cancer patient survival. Our research primarily focuses on human enzymes that alter the extracellular matrix and tumor microenvironment. The extracellular matrix is a complex matrix of proteins and carbohydrates surrounding the cell that provides structural support in tissuesinnovative and orchestrates many important biological activities, including cell migration, signalingdisruptive solutions with the goal of improving patient experience and survival. Over many years, we have developed unique technology and scientific expertise enabling us to pursue this target-rich environment for the development of therapies.
outcomes. Our proprietary enzymes areenzyme rHUPH20 is used to facilitate the delivery of injected drugs and fluids, potentially enhancing the efficacy and the convenience of other drugs or can be used to alter tissue structures for potential clinical benefit.fluids. We exploit our technology and expertise using a two pillar strategy that we believe enables us to manage risk and cost by: (1) developing our own proprietary products in therapeutic areas with significant unmet medical needs, with a focus on oncology, and (2) licensinglicense our technology to biopharmaceutical companies to collaboratively develop products that combine our ENHANZE® drug delivery technology with the collaborators’ proprietary compounds.


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The majority of ourOur approved product and our collaborators’ approved products and product candidates are based on rHuPH20, our patented recombinant human hyaluronidase enzyme. rHuPH20 is the active ingredient in our first commercially approved product, Hylenex® recombinant (hyaluronidase human injection) (Hylenex), and it works by temporarily breaking down hyaluronan (or HA), a naturally occurring complex carbohydrate that is a major component of the extracellular matrix in tissues throughout the body such as skin and cartilage. We believe this temporary degradation creates an opportunistic windowThis temporarily increases dispersion and absorption allowing for the improved subcutaneous delivery of injectable biologics, such as monoclonal antibodies and other large therapeutic molecules, as well as small molecules and fluids. We refer to the application of rHuPH20 to facilitate the delivery of other drugs or fluids as our ENHANZE® Technology. Drug Delivery Technology (ENHANZE). We license the ENHANZE Technologytechnology to form collaborations with biopharmaceutical companies that develop or market drugs requiring or benefiting from injection via the subcutaneous route of administration. In the development of proprietary intravenous (IV) drugs combined with our ENHANZE technology, data have been generated supporting the potential for ENHANZE to reduce treatment burden, as a result of shorter duration of subcutaneous (SC) administration. ENHANZE may enable fixed-dose SC dosing compared to weight-based dosing required for IV administration, and potentially allow for lower rates of infusion related reactions. Lastly, certain proprietary drugs co-formulated with ENHANZE have been granted additional exclusivity, extending the patent life of the product beyond the one of the proprietary IV drug.
We currently have ENHANZE collaborations with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (Roche), Baxalta US Inc. and Baxalta GmbH (Baxalta Incorporated was acquired by(now members of the Takeda group of companies, following the acquisition of Shire plc by Takeda Pharmaceutical Company Limited in June 2016)January 2019) (Baxalta), Pfizer Inc. (Pfizer), Janssen Biotech, Inc. (Janssen), AbbVie, Inc. (AbbVie), and Eli Lilly and Company (Lilly), Bristol-Myers Squibb Company (BMS), Alexion Pharma Holding (Alexion) and ARGENX BVBA (argenx). We receive royalties from two of these collaborations, including royalties from sales of one product approved in both the United States and outside the United States from the Baxalta collaboration and from sales of two products approved for marketing outside the United States from the Roche collaboration. Future potential revenues from the sales and/or royalties of our approved products, product candidates, and ENHANZE collaborations will depend on the ability of Halozyme and our collaborators to develop, manufacture, secure and maintain regulatory approvals for approved products and product candidates and commercialize product candidates.
Our proprietary development pipeline consists primarily of pre-clinical andOn November 4, 2019, we announced that our HALO-301 Phase 3 clinical stage product candidates in oncology. Our lead oncology program is PEGPH20 (PEGylatedstudy evaluating PEGylated recombinant human hyaluronidase), a molecular entity we are developinghyaluronidase (PEGPH20) in combination with currently approved cancer therapiesABRAXANE® (nab-paclitaxel) and gemcitabine as a candidatefirst-line therapy for the systemic treatment of tumors that accumulate HA. We have demonstrated that when HA accumulatespatients with metastatic pancreatic cancer failed to reach the primary endpoint of overall survival. The study failed to demonstrate an improvement in a tumor, it can cause higher pressure in the tumor, reducing blood flow into the tumoroverall survival compared to gemcitabine and with that, reduced access of cancer therapiesnab-paclitaxel alone (11.2 months median overall survival compared to 11.5 months, HR=1.00, p=0.9692). Due to the tumor.results of the study, we halted development activities for PEGPH20, has been demonstrated in animal modelsclosed our oncology operations and implemented an organizational restructuring to work by temporarily degrading HA surrounding cancer cells resulting in reduced pressure and increased blood flow tofocus our operations on ENHANZE.
We closed all ongoing oncology clinical studies including the tumor thereby enabling increased amounts of anticancer treatments administered concomitantly gaining access to the tumor. Through our efforts and efforts of our partners and collaborators, we are currently in Phase 2 and Phase 3 clinical testing for PEGPH20 with ABRAXANE® (nab-paclitaxel) and gemcitabine in stage IV pancreatic ductal adenocarcinoma (PDA) (Studies 109-202(“PDA”) (HALO-301) and 109-301), in Phase 1b clinical testing for PEGPH20 with KEYTRUDA® (pembrolizumab) in non-small cell lung cancer and gastric cancer (Study 107-101) and inthe Phase 1b/2 clinical testing for PEGPH20 with HALAVEN® (eribulin)Tecentriq in patients with cholangiocarcinoma and gall bladder cancer (HALO 110-101/MATRIX). The Roche -Genentech sponsored MORPHEUS PDA and gastric cancer studies closed the arms containing PEGPH20 to enrollment. All patients who were treated within PEGPH20 arms are off PEGPH20 treatment and are in follow up, to two lines of prior therapy for HER2-negative metastatic breast cancer.per study protocol.
Our principal offices and research facilities are located at 11388 Sorrento Valley Road, San Diego, California 92121. Our telephone number is (858) 794-8889 and our e-mail address is info@halozyme.com. Our website address is www.halozyme.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K. Our periodic and current reports that we filed with the SEC are available on our website at www.halozyme.com, free of charge, as soon as reasonably practicable after we have electronically filed such material with, or furnished them to, the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. Further copies of these reports are located at the SEC’s Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549, and online at http://www.sec.gov.


Technology
rHuPH20 can be applied as a drug delivery platform to increase dispersion and absorption of other injected drugs and fluids that are injected under the skin or in the muscle thereby potentially enhancing efficacy or convenience.reducing treatment burden. For example, rHuPH20 has been used to convert drugs that must be delivered intravenously into subcutaneous injections or to reduce the number of subcutaneous injections needed for effective therapy. When ENHANZE Technologytechnology is applied subcutaneously, the rHuPH20 acts locally and hastransiently, with a tissue half-life of less than 15 minutes. HA at the local site reconstitutes its normal density within a few days and, therefore, we anticipate that anythe effect of rHuPH20 on the architecture of the subcutaneous space is temporary.


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Additionally, we are expanding our scientific work to develop other enzymes and agents that target the extracellular matrix’s unique aspects, giving rise to potentially new molecular entities with a particular focus on oncology. We are developing a PEGylated version of the rHuPH20 enzyme (PEGPH20), that lasts for an extended period in the bloodstream (half-life of one to two days), and may therefore better target solid tumors that accumulate HA by degrading the surrounding HA and reducing the interstitial fluid pressure within malignant tumors to allow better penetration by co-administered agents.
Strategy
During 2016, we continued our strategy of focusing on developing our oncology pipeline and expanding our collaborations for ENHANZE Technology. This business model allows for revenue garnered from collaboration products to help fund our investment in PEGPH20 clinical development, with the goal of a future product approval that will support sustained growth.
Key aspects of our corporate strategy include the following:
Focus on our oncology pipeline. We are currently developing PEGPH20, our investigational new drug candidate, in multiple different tumors that accumulate high levels of HA. PEGPH20 is in Phase 2 and Phase 3 development in stage IV PDA, in Phase 1b development in non-small cell lung cancer and gastric cancer and in Phase 1b/2 development in patients treated with up to two lines of prior therapy for HER2-negative metastatic breast cancer. Over time, it is our goal to study additional types of cancer and to advance this program toward regulatory approval and commercial launch. In addition, we have two novel oncology preclinical assets.
Focus on our ENHANZE platform. We currently have sixnine collaborations with three current product approvals and additional product candidates in development.development using our ENHANZE technology. We intend to work with our existing collaborators to expand our collaborations to add new targets and develop targets and product candidates under the terms of the operative collaboration agreements. In addition, weWe will also continue our efforts to enter into new collaborations to further exploit and derive additional value from our proprietary technology.


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Product and Product Candidates
We currently have one marketed proprietary product and three marketed partnered products, one proprietary product candidate targeting several indications in various stages of development, and two preclinical product candidates.products. The following table summarizes our proprietary product, and product candidate as well asmarketed partnered products and product candidates under development with our collaborators:
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Proprietary PipelineProduct
Hylenex Recombinant (hyaluronidase human injection)
Hylenex recombinant is a formulation of rHuPH20 that has received U.S. Food and Drug Administration (FDA) approval to facilitatefacilitates subcutaneous fluid administration for achieving hydration, to increase the dispersion and absorption of other injected drugs and, in subcutaneous urography, to improve resorption of radiopaque agents. Hylenex recombinant is currently the number one prescribed branded hyaluronidase.
PEGPH20
We are developing PEGPH20 in combination with currently approved cancer therapies as a candidate for the systemic treatment of tumors that accumulate HA. ‘PEG’ refers to the attachment of polyethylene glycol to rHuPH20, thereby creating PEGPH20. One of the novel properties of PEGPH20 is that it lasts for an extended duration in the bloodstream and, therefore, can be administered systemically to maintain its therapeutic effect to treat disease.
Cancer malignancies, including pancreatic, lung, breast, gastric, colon and prostate cancers can accumulate high levels of HA and therefore we believe that PEGPH20 has the potential to help patients with these types of cancer when used with certain currently approved cancer therapies. Among solid tumors, PDA has been reported to be associated with the highest frequency of HA accumulation. There are approximately 65,000 annual diagnoses of PDA in the United States and the European Union, and we estimate that 35-40% have high levels of HA.
The pathologic accumulation of HA, along with other matrix components, creates a unique microenvironment for the growth of tumor cells compared to normal cells. We believe that depleting the HA component of the tumor microenvironment with PEGPH20 remodels the tumor microenvironment, resulting in tumor growth inhibition in animal models. Removal of HA from the tumor microenvironment results in expansion of previously constricted blood vessels allowing increased blood flow, potentially increasing the access of activated immune cells and factors in the blood into the tumor microenvironment. If PEGPH20 is administered in conjunction with other anti-cancer therapies, the increase in blood flow may allow anti-cancer therapies to have greater access to the tumor, which may enhance the treatment effect of therapeutic modalities like chemotherapies, monoclonal antibodies and other agents.
We are developing PEGPH20 as a targeted therapy, for patients who have tumors with high levels of HA. We have a collaboration with Ventana Medical Systems Inc. (Ventana), a member of the Roche Group, to develop, and for Ventana to ultimately commercialize, a companion diagnostic assay for use with PEGPH20. The companion diagnostic assay is being used to identify high levels of HA in tumor biopsies, and may be the first diagnostic to target tumor-associated HA and possibly the first companion diagnostic assay in pancreatic cancer.


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Pancreatic cancer indications:
Study Halo 109-201:
In January 2015, we presented the final results from Study 109-201, a multi-center, international open label dose escalation Phase 1b clinical study of PEGPH20 in combination with gemcitabine for the treatment of patients with stage IV PDA at the 2015 Gastrointestinal Cancers Symposium (also known as ASCO-GI meeting). This study enrolled 28 patients with previously untreated stage IV PDA. Patients were treated with one of three doses of PEGPH20 (1.0, 1.6 and 3.0 µg/kg twice weekly for four weeks, then weekly thereafter) in combination with gemcitabine 1000 mg/m2 administered intravenously. In this study, the confirmed overall response rate (complete response + partial response confirmed on a second scan as assessed by an independent radiology review) was 29 percent (7 of 24 patients) for those treated at therapeutic dose levels of PEGPH20 (1.6 and 3.0 µg/kg). Median progression-free survival (PFS) was 154 days (95% CI, 50-166) in the efficacy-evaluable population (n = 24). Among efficacy-evaluable patients with baseline tumor HA staining (n = 17), the median PFS in patients with high baseline tumor HA staining (6/17 patients) was substantially longer, 219 days, than in the patients with low baseline tumor HA staining (11/17 patients), 108 days. Median overall survival (OS) was 200 days (95% CI, 123-370) in the efficacy-evaluable population (n = 24). Among efficacy-evaluable patients with baseline tumor HA staining (n = 17), the median OS in patients with high baseline tumor HA staining (6/17 patients) was substantially longer, 395 days, than in the patients with low baseline tumor HA staining (11/17 patients), 174 days. The most common treatment-emergent adverse events (occurring in ≥ 15% of patients) were peripheral edema, muscle spasms, thrombocytopenia, fatigue, myalgia, anemia, and nausea. Thromboembolic (TE) events were reported in 8 patients (28.6%) and musculoskeletal events were reported in 21 patients (75%) which were generally grade 1/2 in severity.
Study Halo 109-202:
In the second quarter of 2013, we initiated Study 109-202, a Phase 2 multicenter randomized clinical trial evaluating PEGPH20 as a first-line therapy for patients with stage IV PDA. The study was designed to enroll patients who would receive gemcitabine and nab-paclitaxel (ABRAXANE®) either with or without PEGPH20. The primary endpoint is to measure the improvement in PFS in patients receiving PEGPH20 plus gemcitabine and ABRAXANE (PAG arm) compared to those who are receiving gemcitabine and ABRAXANE alone (AG arm). In April 2014, after 146 patients had been enrolled, the trial was put on clinical hold by Halozyme and the FDA to assess a question raised by the Data Monitoring Committee regarding a possible difference in the TE events rate between the group of patients treated in the PAG arm versus the group of patients treated in the AG arm. This portion of the study and patients in this portion are now referred to as Stage 1. At the time of the clinical hold all patients remaining in the study continued on gemcitabine and ABRAXANE. In July 2014, Study 109-202 was reinitiated (Stage 2) under a revised protocol, which excludes patients that are expected to be at a greater risk for TE events. The revised protocol provides for thromboembolism prophylaxis of all patients in both arms of the study with low molecular weight heparin, and adds evaluation of the TE events rate in Stage 2 PEGPH20-treated patients as a co-primary end point. Stage 2 of Study 109-202 enrolled an additional 133 patients, to add to the 146 patients already in the clinical trial, with a 2:1 randomization for the PAG arm compared to the AG arm.
In March 2016, our partner Ventana received approval for an investigational device exemption (IDE) application from the FDA for our companion diagnostic test to enable patient selection in our Phase 3 Study 301 of PEGPH20 in HA-High patients. Based on the cutpoint for the Ventana diagnostic, we expect approximately 35 to 40 percent of stage IV PDA patients to have HA-High tumors, similar to the previously reported interim results from Stage 1 of Study 202 using the Halozyme prototype assay.
In January 2017, we announced topline results from the combined analysis of Stage 1 and Stage 2, and Stage 2 alone, based on a December 2016 data cutoff. The combined analysis included 135 treated patients in Stage 1, of whom a total of 45 patients (25 in the PAG arm and 21 in the AG arm) were determined to have high HA, and 125 treated patients in Stage 2, of whom a total of 35 patients (24 in the PAG arm and 11 in the AG arm) were determined to have high HA. This analysis of secondary and exploratory endpoints was conducted using the Ventana companion diagnostic to prospectively identify high levels of HA. The key results showed in the combined Stage 1 and Stage 2 dataset:
The primary endpoint of PFS in the efficacy evaluable population (total of 231 patients) was met with statistical significance with a median PFS of 6.0 months in the PAG arm compared to 5.3 months in the AG arm, hazard ratio (HR) with a 95% confidence interval (CI): 0.73 (0.53, 1.00); p=0.048;
The secondary endpoint of PFS in the HA-High intent to treat population (total of 84 HA-High patients) was met with


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statistical significance with a median PFS of 9.2 months in the PAG arm compared to 5.2 months in the AG arm, HR 0.51 (95% CI: 0.26, 1.00); p=0.048;
The exploratory analysis of median OS was 11.5 months vs. 8.5 months in the PAG vs. AG arms, respectively. Factors potentially having an impact on these results include less aggressive disease among patients in the AG arm within the Stage 1 patient population, and 9 of the 24 patients in the PAG arm (approximately 40 percent) discontinued PEGPH20 treatment at the time of the clinical hold, resulting in many patients receiving AG alone in both arms.
In the Stage 2 cohort population, in a total of 35 HA-High patients, the key results showed:
Median PFS was 8.6 months in the PAG arm compared to 4.5 months in the AG arm, hazard ratio of 0.63 (95% CI: 0.21, 1.93);
Median overall survival (OS) was 11.7 months in the PAG arm compared to 7.8 months in the AG arm, hazard ratio of 0.52 (95% CI: 0.22, 1.23);
The primary safety endpoint of decreasing the rate of TE events in Stage 2 was also met with the rate of TE events reducing from 43 percent to 10 percent in the PAG arm and from 25 percent to 6 percent in the AG arm, following a protocol amendment that excluded patients at high risk of TE events and with the introduction of prophylaxis with low molecular weight heparin (enoxaparin) in Stage 2 of the study with the current 1mg/kg/day dose of enoxaparin prophylaxis given in both treatment arms of the study.
Study 202 is an ongoing study with an open database and therefore we continue to collect and receive data on both Stage 1 and Stage 2 patients. When the database is considered complete and locked, an updated analysis and Final Study Report will be generated.
Study Halo 109-301:
In March 2015, we met with the FDA to discuss both the interim efficacy and safety data from Study 109-202, which included the potential risk profile including TE event rate. Based on the feedback from that meeting, we proceeded with a Phase 3 clinical study (Study 109-301) of PEGPH20 in patients with stage IV PDA, using a design allowing for potential marketing application based on either PFS or OS.The study will enroll patients whose tumors accumulate high levels of HA measured using the Ventana companion diagnostic test. The FDA provided feedback on the current companion diagnostic approach and confirmed that an approved IDE is required for the Phase 3 study.
The use of PFS as the basis for marketing approval will be subject to the overall benefit and risk associated with PEGPH20 combined with gemcitabine and ABRAXANE therapy, including the:
Magnitude of the PFS treatment effect observed;
Toxicity profile; and
Interim OS data.
In June 2015, we received scientific advice/protocol assistance from the European Medicines Agency (EMA) regarding our Phase 3 study. The EMA agreed to the patient population, and the use of both PFS and OS as co-primary endpoints stating that OS is the preferred endpoint and that ultimate approval would require an overall positive benefit:risk balance.
In March 2016, we dosed the first patient in Study 109-301, a Phase 3 multicenter randomized clinical trial evaluating PEGPH20 as a first-line therapy for patients with stage IV PDA. The study will evaluate the effects on PFS and OS of PEGPH20 with gemcitabine and ABRAXANE compared with gemcitabine and ABRAXANE alone in stage IV PDA patients at approximately 200 sites in 20 countries located in North America, Europe, South America and Asia Pacific. By January 2017, we had initiated 85% of the global study sites participating in the HALO 301 study.
SWOG Study S1313:
In October 2013, SWOG, a cancer research cooperative group of more than 4,000 researchers in over 500 institutions around the world, initiated a 144 patient Phase 1b/2 randomized clinical trial in some of their study centers, examining PEGPH20 in combination with modified FOLFIRINOX chemotherapy (mFOLFIRINOX) compared to mFOLFIRINOX treatment alone in patients with stage IV PDA (funded by the National Cancer Institute). This study was also placed on clinical hold temporarily at


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the time of the hold on Study 109-202. In September 2014, the FDA removed the clinical hold on patient enrollment and dosing of PEGPH20 in this SWOG cooperative study. The study has resumed under a revised protocol, and patient enrollment is continuing. The Phase 2 portion of the study, where up to 172 patients are planned to be enrolled, began in June 2015. As with Study 109-202, the occurrence of TE events will be closely monitored in enrolled patients, and the continuation of this study may be halted again in accordance with event rate rules established in the protocol, or for other safety reasons.
Clinical collaboration:
In October 2016, we announced that PEGPH20 will be included in a pancreatic cancer clinical trial initiative called Precision Promise, an initiative that aims to change the current treatment approach to pancreatic cancer by offering options to patients based on the molecular profile of their tumor. This is being accomplished through the Pancreatic Cancer Action Network leading a collaboration that brings together clinicians, researchers, and drug developers. Pancreatic Cancer Action Network has announced plans to begin enrolling patients at 12 initial consortium sites in Spring 2017.
Other indications outside of pancreatic cancer:
Study HALO 107-201, PRIMAL Study:
In December 2014, we initiated a Phase 1b/2 trial, to evaluate PEGPH20 in second line in combination with docetaxel (Taxotere®) in non-small cell lung cancer patients. In August 2016, after assessing recruitment and the enrollment of increasingly later line patients, we discontinued the PRIMAL study.
Study HALO 107-101:
In November 2015, we initiated a Phase 1b study exploring the combination of PEGPH20 and KEYTRUDA®, an immuno-oncology agent in relapsed non-small cell lung cancer (NSCLC) and gastric cancer. In December 2016, we identified a dose of PEGPH20, namely 2.2 ug/kg, to move into the dose expansion phase of the study with KEYTRUDA in combination with PEGPH20. We are now enrolling both NSCLC and gastric cancer patients prospectively based on a patient being determined to be HA-High using the Ventana companion diagnostic test.
Clinical collaborations:
In July 2015, we entered into a clinical collaboration agreement with Eisai Co., Ltd.. (Eisai) to evaluate Eisai's HALAVEN® (eribulin) with PEGPH20 in HER2-negative metastatic breast cancer. In July 2016, the first patient was dosed in a Phase 1b/2 study for patients treated with up to two lines of prior therapy for HER2-negative HA-High metastatic breast cancer. Halozyme and Eisai are jointly sharing the costs to conduct this global study which remains in dose escalation.
In November 2016, we entered into an agreement with Genentech, a member of the Roche Group, to collaborate on clinical studies evaluating up to eight different tumor types, beginning in 2017. The first study will be a Phase 1b/2 open-label, multi-arm randomized global study, led by Genentech to evaluate their cancer immunotherapy Tecentriq® (atezolizumab), an anti-PD-L1 monoclonal antibody, in combination with PEGPH20 in up to six tumor types. Halozyme will supply PEGPH20 for the Genentech study, which will have an initial focus on gastrointestinal malignancies, including pancreatic and gastric cancers. The second study will be a Phase 1b open-label randomized study led by Halozyme to assess Tecentriq in combination with PEGPH20 and chemotherapy in advanced or metastatic biliary and gallbladder cancers. Genentech will supply Tecentriq for the Halozyme study.
Regulatory
The FDA has granted Fast Track designation for our program investigating PEGPH20 in combination with gemcitabine and nab-paclitaxel for the treatment of patients with stage IV PDA to demonstrate an improvement in OS. The Fast Track designation process was developed by the FDA to facilitate the development and expedite the review of drugs to treat serious or life-threatening diseases and address unmet medical needs.
The FDA has granted Orphan Drug designation for PEGPH20 for the treatment of pancreatic cancer. The FDA Office of Orphan Products Development’s mission is to advance the evaluation and development of products (drugs, biologics, devices, or medical foods) that demonstrate promise for the diagnosis and/or treatment of rare diseases or conditions. Similarly, the European Committee for Orphan Medicinal Products of the EMA designated PEGPH20 an orphan medicinal product for the treatment of pancreatic cancer.


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In March 2015, we met with the FDA to discuss both the interim efficacy and safety data from Study 109-202 and to discuss the Phase 3 Study 109-301 as a potential registration study in stage IV PDA patients whose tumors are determined to have high levels of HA accumulation. In June 2015, we received scientific advice/protocol assistance from the EMA regarding our Phase 3 study. In March 2016, our partner, Ventana, received approval for an IDE application from the FDA for our companion diagnostic test to enable patient selection in our Phase 3 Study 301 of PEGPH20 in HA-High patients.
Other Pipeline Assets
PEG-ADA2: PEGylated adenosine deaminase 2, or PEG-ADA2, is an immune checkpoint inhibitor that targets adenosine, which may accumulate to high levels in the tumor microenvironment and has been linked to immunosuppression. We are currently in preclinical development with PEG-ADA2, with the next milestone expected to be final drug candidate selection to determine its suitability for continued evaluation as a targeted therapy for clinical development.
HTI-1511: HTI-1511 is a novel antibody-drug conjugate (ADC) targeting epidermal growth factor receptor (EGFR) to treat solid tumors, including those with drug-resistant mutations. We are in preclinical development with a drug candidate selected. Good laboratory practices (GLP) toxicity studies and chemistry, manufacturing and controls (CMC) development activities are planned as next steps in support of a potential investigational new drug (IND) filing.
ENHANZE Collaborations
Roche Collaboration
In December 2006, we and Roche entered into a collaboration and license agreement under which Roche obtained a worldwide license to develop and commercialize product combinations of rHuPH20 and up to thirteen Roche target compounds (the Roche Collaboration). Roche initially had the exclusive right to apply rHuPH20 to three pre-defined Roche biologic targets with the option to develop and commercialize rHuPH20 with ten additional targets. Roche had the right to exerciseUnder this option to identify additional targets for ten years. As of the ten year anniversary of theagreement, Roche Collaboration in December 2016, Roche had elected a total of eight targets, two of which are exclusive.
In September 2013, Roche launched a subcutaneous (SC) formulation of Herceptin (trastuzumab) (Herceptin SC) in Europe for the treatment of patients with HER2-positive breast cancer.cancer followed by launches in additional countries. This formulation utilizes our patented ENHANZE Technologytechnology and is administered in two to five minutes, compared to 30 to 90 minutes with the standard intravenous form. In September 2018, we announced that Roche received European marketing approval from Health Canada for Herceptin SC in August 2013. The European Commission’s approval was based on data from Roche’s Phase 3 HannaH study which showed thatfor the subcutaneous formulationtreatment of Herceptin was associated with comparable efficacy (pathological complete response, pCR) to Herceptin administered intravenously in womenpatients with HER2-positive early breast cancer and resulted in non-inferior trastuzumab plasma levels. Overall, the safety profile in both arms of the HannaH study was consistent with that expected from standard treatment with Herceptin and chemotherapy in this setting. No new safety signals were identified. Breast cancer is the most common cancer among women worldwide. In HER2-positive breast cancer, increased quantities of the human epidermal growth factor receptor 2 (HER2) are present on the surface of the tumor cells. This is known as “HER2 positivity” and affects approximately 15% to 20% of women with breast cancer. HER2-positive cancer is reported to be a particularly aggressive form of breast cancer. In February 2019, we announced that Roche received approval from the FDA for Herceptin SC under the brand name Herceptin Hylecta™ (trastuzumab and hyaluronidase-oysk). In April 2019, Roche made Herceptin Hylecta available in the U.S.


Directed at the same target, Roche initiated a Phase 1 study of rHuPH20 with PERJETA®Perjeta® (pertuzumab) and Herceptin (trastuzumab) using ENHANZE technology in patients with early breast cancer in March 2016. In June 2018, Roche initiated a global Phase 3 study of a fixed-dose combination of Perjeta and Herceptin using ENHANZE technology in patients with HER2-positive early breast cancer. In August 2019, the global phase 3 study met its primary endpoint. The study results demonstrated non-inferior levels of Perjeta in the blood (pharmacokinetics) compared to standard intravenous (IV) infusion of Perjeta plus Herceptin and chemotherapy in patients with HER2-positive early breast cancer. The study also demonstrated that the safety profile of the fixed dose subcutaneous combination of Perjeta and Herceptin was consistent with the safety profile of Perjeta and Herceptin administered intravenously. In December 2019, the full data from the study was presented at the San Antonio Breast Cancer Symposium. Based on the results of this study, BLA and MAA submissions are expected to be completed in the first quarter of 2020.
In June 2014, Roche launched MabThera SC in Europe for the treatment of patients with common forms of non-Hodgkin lymphoma (NHL). followed by launches in additional countries. This formulation utilizes our patented ENHANZE Technologytechnology and is administered in approximately five minutes compared to the approximately 2.51.5 to 4 hour infusion time for intravenous MabThera. The European Commission approved MabThera SC in March 2014. The European Commission’s approval was based primarily on data from Roche’s Phase 3 pivotal clinical studies, which was published in The Lancet Oncology. NHL is a type of cancer that affects lymphocytes (white blood cells). Lymphomas are a cancer of the lymphatic system (composed of lymph vessels, lymph nodes and organs) which helps to keep the bodily fluid levels balanced and to defend the body against invasion by disease. Lymphoma develops when white blood cells (usually B-lymphocytes) in the lymph fluid become cancerous and begin to multiply and collect in the lymph nodes or lymphatic tissues such as the spleen. Some of these cells are released into the bloodstream and spread to other parts of the body, interfering with the body’s production of healthy blood cells.infusion. In May 2016, Roche announced that the EMA approved Mabthera SC to treat patients with chronic lymphocytic leukemia (CLL).


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In November 2016,June 2017, the FDA acceptedapproved Genentech’s (a member of the Roche Group) Biologic License Application (BLA) forRITUXAN HYCELA™, a subcutaneous formulationcombination of rituximab for CLL and NHL. This is a co-formulation with rHuPH20 which is approved(approved and marketed under the MabThera SC brand in countries outside the U.S. and Canada), for CLL and two types of NHL, follicular lymphoma and diffuse large B-cell lymphoma. In March 2018, Health Canada approved a combination of rituximab and rHuPH20 (approved and marketed under the brand name RITUXAN® SC) for patients with CLL.
In September 2017, we and Roche entered into an agreement providing Roche the right to develop and commercialize one additional exclusive target using ENHANZE technology. The upfront license payment may be followed by event-based payments subject to Roche’s achievement of specified development, regulatory and sales-based milestones. In addition, Roche will pay royalties to us if products under the collaboration are commercialized.
In October 2018, we entered into an agreement with Roche for the right to develop and commercialize one additional exclusive target and an option to select two additional targets within four years using our ENHANZE technology. The upfront license payment may be followed by event-based payments subject to Roche’s achievement of specified development, regulatory and sales-based milestones. In addition, Roche will pay royalties to us if products under the collaboration are commercialized.
In December 2018, Roche initiated a Phase 1b/2 study in patients with non-small cell lung cancer for Tecentriq (atezolizumab) using ENHANZE technology. In August 2019, Roche initiated a Phase 1 study evaluating OCREVUS (ocrelizumab) with ENHANZE Technology in subjects with multiple sclerosis. In October 2019, Roche nominated a new undisclosed target to be studied using ENHANZE technology, triggering a $10 million milestone payment.
Baxalta Collaboration
In September 2007, we and Baxalta entered into a collaboration and license agreement under which Baxalta obtained a worldwide, exclusive license to develop and commercialize product combinations of rHuPH20 with GAMMAGARD LIQUID (HYQVIA) (the Baxalta Collaboration). GAMMAGARD LIQUID is a current Baxalta product thatHYQVIA is indicated for the treatment of primary immunodeficiency disorders associated with defects in the immune system.
In May 2013, the European Commission granted Baxalta marketing authorization in all EU Member States for the use of HYQVIA (solution for subcutaneous use) as replacement therapy for adult patients with primary and secondary immunodeficiencies. Baxalta launched HYQVIA in the first EU country in July 2013 and has continued to launch in additional countries.
In OctoberSeptember 2014, Baxalta announcedHYQVIA was approved by the launch and first shipments of Baxalta’s HYQVIA productFDA for treatment of adult patients with primary immunodeficiency in the U.S. HYQVIA was approved by the FDA in September 2014 and is the first subcutaneous immune globulin (IG) treatment approved for adult primary immunodeficiency patients with a dosing regimen requiring only one infusion up to once per month (every three to four weeks) and one injection site per infusion in most patients, to deliver a full therapeutic dose of IG. The majority of primary immunodeficiency patients today receive intravenous infusions in a doctor’s office or infusion center, and current subcutaneous IG treatments require weekly or bi-weekly treatment with multiple infusion sites per treatment. The FDA’s approval of HYQVIA was a significant milestone for us as it represented the first U.S. approved BLA which utilizes our rHuPH20 platform.
In May 2016, Baxalta announced that HYQVIA received a marketing authorization from the European Commission for a pediatric indication, which is beingwas launched in eight European countriesEurope to treat primary and certain secondary immunodeficiencies.


Pfizer Collaboration
In December 2012, we and Pfizer entered into a collaboration and license agreement, under which Pfizer has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with Pfizer proprietary biologics directed to up to six targets in primary care and specialty care indications. Targets may be selected on an exclusive or non-exclusive basis. Pfizer has elected five targets on an exclusive basis. One of the targets is proprotein convertase subtilisin/kexin type 9 (PCSK9). Pfizer initiated dosing of a subcutaneous formulation of rHuPH20 and bococizumab, an investigational PCSK9 inhibitor, in a Phase 1 trial in February 2016. In November 2016, Pfizer announced they discontinued their development program for bococizumab, including the development of the subcutaneous formulation of rHuPH20 with bococizumab. In December 2016, Pfizerhas returned PCSK9 as an elected target. In April 2016, Pfizer completed a Phase 1 study of rHuPH20 with rivipansel, directed to another target to treat vaso-occlusive crisis in individuals with sickle cell disease, demonstrating feasibility of large volume subcutaneous administration with rHuPH20. In November 2016, Pfizer made a portfolio decision to discontinue development of rHuPH20 with rivipansel. Pfizer is currently in development of one program on the ENHANZE platform with an undisclosed target.two targets.
Janssen Collaboration
In December 2014, we and Janssen entered into a collaboration and license agreement, under which Janssen has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with Janssen proprietary biologics directed to up to five targets. Targets may be selected on an exclusive basis. Janssen has elected CD38 as the first target on an exclusive basis. In November 2015,October 2017, Janssen initiated dosing in aits first Phase 1b clinical trial evaluating3 study of subcutaneous delivery of daratumumab,DARZALEX® (daratumumab), directed at CD38, using ENHANZE Technology,technology, in multiple myeloma patients. In December 2016, Janssen announced results of the trial, which supported continued development of daratumumab with rHuPH20. Janssen has said it plans to initiate ainitiated seven Phase 3 studies, two Phase 2 study and one Phase 1 study of daratumumab combinedusing ENHANZE technology in patients with amyloidosis, smoldering myeloma and multiple myeloma.
In February 2019, Janssen’s development partner, Genmab, announced positive Phase 3 trial results from the COLUMBA study evaluating subcutaneous DARZALEX in comparison to DARZALEX IV in patients with relapsed or refractory multiple myeloma. DARZALEX SC (utilizing ENHANZE technology.technology) was found to be non-inferior to Darzalex IV with regard the co-primary endpoints of Overall Response Rate and Maximum Trough concentration. In July 2019, Janssen submitted a BLA to the FDA and an extension application to the EMA for the subcutaneous delivery of DARZALEX for patients with multiple myeloma.


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In December 2019, Janssen elected targets EGFR and cMET on an exclusive basis as part of the bispecific antibody (JNJ-61186372), which is being studied in solid tumors.
AbbVie Collaboration
In June 2015, we and AbbVie entered into a collaboration and license agreement, under which AbbVie has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with AbbVie proprietary biologics directed to up to nine targets. Targets may be selected on an exclusive basis. AbbVie elected TNF alpha as the firstone target on an exclusive basis. In January 2016, AbbVie initiated dosing in a Phase 1 clinical trial evaluating if rHuPH20 with adalimumab (HUMIRA®) would allowbasis, TNF alpha, for a reduced number of induction injectionswhich it has discontinued development and deliver additional performance benefits. In November 2016, AbbVie discontinued this program following completion ofreturned the Phase 1 study in which the target results were not achieved.target.
Lilly Collaboration
In December 2015, we and Lilly entered into a collaboration and license agreement, under which Lilly has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with Lilly proprietary biologics directed to up to five targets. Targets may be selected on an exclusive basis. Lilly has elected two targets on an exclusive basis and one target on a semi-exclusive basis. In August 2017, Lilly initiated a Phase 1 study of an investigational therapy in combination with rHuPH20.
BMS Collaboration
In September 2017, we and BMS entered into a collaboration and license agreement, which became effective in November 2017, under which BMS has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with BMS immuno-oncology targets directed at up to eleven targets. Targets may be selected on an exclusive basis, with the exception of one co-exclusive target. BMS has designated multiple immuno-oncology targets including programmed death 1 (PD-1) and has an option to select additional targets within five years from the effective date. In October 2018, BMS dosed the first patient in a Phase 1/2a study evaluating the safety, pharmacokinetics and pharmacodynamics of BMS-986179, an investigational anti-CD-73 antibody alone and in combination with nivolumab, using ENHANZE technology. BMS is also conducting a Phase 1/2 study of nivolumab using ENHANZE technology in patients with solid tumors. In October 2019, BMS initiated a Phase 1 study for Relatlimab in combination with nivolumab and ENHANZE technology.
Alexion Collaboration
In December 2017, we and Alexion entered into a collaboration and license agreement, under which Alexion has the worldwide license to develop and commercialize products combining our rHuPH20 enzyme with Alexion’s portfolio of products directed at up to four targets. Targets may be selected on an exclusive basis. Alexion elected two targets on an exclusive basis, including a


C5 complement inhibitor and has an option to select two additional targets within five years from the effective date. In August 2018, Alexion announced that it initiated a Phase 1 trial to study a next-generation subcutaneous formulation of ALXN1210 using ENHANZE technology. Alexion believes this next-generation subcutaneous formulation, called ALXN1810, has the potential to extend the dosing interval from once a week to greater than two weeks between doses. In January 2020, Alexion announced plans to conduct a phase 2 basket trial in renal indications for ALXN1810.
argenx Collaboration
In February 2019, we entered into an agreement with argenx for the right to develop and commercialize one exclusive target, the human neonatal Fc receptor FcRn, which includes argenx's lead asset efgartigimod (ARGX-113), and an option to select two additional targets using ENHANZE technology. In May 2019, argenx nominated a second target to be studied using ENHANZE technology, a human complement factor C2 associated with the product candidate ARGX-117, which is being developed to treat severe autoimmune diseases.
In July 2019, argenx dosed the first subject in a phase 1 clinical trial evaluating the safety, pharmacokinetics and pharmacodynamics of efgartigimod (ARGX-113), using ENHANZE technology. In December 2019, argenx reported that based on data from the phase 1 study and internal company analysis, a one minute injection administered every 2 weeks may be possible.
NIH CRADA
In June 2019, we announced a Cooperative Research and Development Agreement (CRADA) with the National Institute of Allergy and Infectious Diseases’ Vaccine Research Center (VRC), part of National Institute of Health (NIH), enabling the VRC’s use of ENHANZE technology to develop subcutaneous formulations of broadly neutralizing antibodies (bnAbs) against HIV for HIV treatment.
For a further discussion of the material terms of our collaboration agreements, refer to Note 4, 2, Summary of Significant Accounting Policies - Revenues under Collaborative Agreements, to our consolidated financial statements.Agreements.
Customers
The following table indicates the percentage of total revenues in excess of 10% with any single customer:
 Year Ended December 31,
 2016 2015 2014
Roche63% 42% 57%
Baxalta12% 7% 3%
Lilly6% 19% 
AbbVie4% 17% 
Janssen2% 1% 20%
 Year Ended December 31,
 2019 2018 2017
Roche40% 72% 38%
argenx23% % %
Janssen18% 2% 6%
BMS1% 4% 32%
Alexion1% 3% 13%
For additional information regarding our revenues from external customers, refer to Note 2, Summary of Significant Accounting Policies — Concentrations of Credit Risk, Sources of Supply and Significant Customers, to our consolidated financial statements.
Patents and Proprietary Rights
Patents and other proprietary rights are essential to our business. Our success will depend in part on our ability to obtain patent protection for our inventions, to preserve our trade secrets and to operate without infringing the proprietary rights of third parties. Our strategy is to actively pursue patent protection in the U.S. and certain foreign jurisdictions for technology that we believe to be proprietary to us and that offers us a potential competitive advantage. Our patent portfolio includes 2543 issued patents in the U.S., more than 285520 issued patents in Europe and other countries in the world and more than 30070 pending patent applications. In general, patents have a term of 20 years from the application filing date or earlier claimed priority date. Our issued patents will expire between 20222023 and 2032.2035. We have multiple patents and patent applications throughout the world pertaining to our recombinant human hyaluronidase and methods of use and manufacture, including an issued U.S. patent which expires in 2027 and an issued European patent which expires in 2024, which we believe cover the products and product candidates under our existing


collaborations and Hylenex recombinant PEGPH20 and our endocrinology product candidates.. In addition, we have, under prosecution throughout the world, multiple patent applications that relate specifically to individual product candidates under development, the expiration of which can only be definitely determined upon maturation into our issued patents. We believe our patent filings represent a barrier to entry for potential competitors looking to utilize these hyaluronidases.


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In addition to patents, we rely on unpatented trade secrets, proprietary know-how and continuing technological innovation. We seek protection of these trade secrets, proprietary know-how and innovation, in part, through confidentiality and proprietary information agreements. Our policy is to require our employees, directors, consultants, advisors, collaborators, outside scientific collaborators and sponsored researchers, other advisors and other individuals and entities to execute confidentiality agreements upon the start of employment, consulting or other contractual relationships with us. These agreements provide that all confidential information developed or made known to the individual or entity during the course of the relationship is to be kept confidential and not disclosed to third parties except in specific circumstances. In the case of employees and some other parties, the agreements provide that all inventions conceived by the individual will be our exclusive property. Despite the use of these agreements and our efforts to protect our intellectual property, there will always be a risk of unauthorized use or disclosure of information. Furthermore, our trade secrets may otherwise become known to, or be independently developed by, our competitors.
We also file trademark applications to protect the names of our products and product candidates. These applications may not mature to registration and may be challenged by third parties. We are pursuing trademark protection in a number of different countries around the world. There can be no assurances that our registered or unregistered trademarks or trade names will not infringe on rights of third parties or will be acceptable to regulatory agencies.
Research and Development Activities
Our research and development expenses consist primarily of costs associated with the product development, quality and regulatory work required to maintain the ENHANZE platform, development and manufacturing of our product candidates performed on behalf of our partners, compensation and other expenses for research and development personnel, supplies and materials, costs for consultants and related contract research, clinical trials, facility costs and amortization and depreciation. We charge all research and development expenses to operations as they are incurred. OurPrior to our November 2019 restructuring, our research and development activities arewere primarily focused on the development of our various product candidates.
Due to the uncertainty in obtaining the FDA and other regulatory approvals, our reliance on third parties and competitive pressures, we are unable to estimate with any certainty the additional costs we will incur in the continued development of our proprietary product candidates for commercialization. However, we expect our research and development expenses for PEGPH20 to increase as our program advances into additional tumors and later stages of clinical development.PEGPH20.
Manufacturing
We do not have our own manufacturing facility for our product and our partners’ products and product candidates, or the capability to package our products. We have engaged third parties to manufacture bulk rHuPH20 PEGPH20 and Hylenex recombinant.Hylenex.
We have existing supply agreements with contract manufacturing organizations Avid Bioservices, Inc. (Avid) and Catalent Indiana LLC (formerly Cook Pharmica LLC (Cook)LLC) (Catalent) to produce supplies of bulk rHuPH20. These manufacturers each produce bulk rHuPH20 under current Good Manufacturing Practices (cGMP) for clinical and commercial uses. CookCatalent currently produces bulk rHuPH20 for use in Hylenex recombinant, product candidates and collaboration product candidates. Avid currently produces bulk rHuPH20 for use in collaboration products. We rely on their ability to successfully manufacture these batches according to product specifications. In addition, we are working to scale-up, validate and qualify a new facility operated by Avid as a manufacturer of bulk rHuPH20 for use in the products and product candidates under the Roche Collaboration. It is important for our business for CookCatalent and Avid to (i) retain their status as cGMP-approved manufacturing facilities; (ii) successfully scale up bulk rHuPH20 production; and/or (iii) manufacture the bulk rHuPH20 required by us and our collaborators for use in our proprietary and collaboration products and product candidates. In addition to supply obligations, Avid and CookCatalent will also provide support for data and information used in the chemistry, manufacturing and controls sections for FDA and other regulatory filings.
We have a commercial manufacturing and supply agreement with Patheon Manufacturing Services, LLC (Patheon) under which Patheon will provide the final fill and finishing steps in the production process of Hylenex recombinant. Under our commercial services agreement with Patheon, Patheon has agreed to fill and finish Hylenexrecombinant product for us until December 31, 2019,2021, subject to further extensions in accordance with the terms of the agreement. In addition, we are scaling up our manufacturing of PEGPH20 with third party suppliers to support additional clinical trials, including the Phase 3 trial, and ultimately, if approved, potential commercial supply.


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Sales, Marketing and Distribution
Hylenex Recombinant
Our commercial activities currently focus on Hylenex recombinant. We have a team of sales specialists that provide hospital and surgery center customers with the information about Hylenex recombinant and information needed to obtain formulary approval for, and support utilization of,Hylenex recombinant. Our commercial activities also include marketing and related services and commercial support services such as commercial operations, managed markets and commercial analytics. We also employ third-party vendors, such as advertising agencies, market research firms and suppliers of marketing and other sales support related services to assist with our commercial activities.
We sell Hylenex recombinant in the U.S. to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. We have engagedengage Integrated Commercialization Solutions (ICS), a division of AmerisourceBergen Specialty Group, a subsidiary of AmerisourceBergen, to act as our exclusive distributor for commercial shipment and distribution of Hylenex recombinant to our customers in the United States. In addition to distribution services, ICS provides us with other key services related to logistics, warehousing, returns and inventory management, contract administration and chargebacks processing and accounts receivable management. In addition, we utilize third parties to perform various other services for us relating to regulatory monitoring, including call center management, adverse event reporting, safety database management and other product maintenance services.
Competition
The pharmaceutical industry is characterized by rapidly advancing technologies, intense competition and a strong emphasis on proprietary therapeutics. We face competition from a number of sources, some of which may target the same indications as our product or product candidates, including large pharmaceutical companies, smaller pharmaceutical companies, biotechnology companies, academic institutions, government agencies and private and public research institutions, many of which have greater financial resources, drug development experience, sales and marketing capabilities, including larger, well established sales forces, manufacturing capabilities, experience in obtaining regulatory approvals for product candidates and other resources than us. We face competition not only in the commercialization of Hylenex recombinant, but also for the in-licensing or acquisition of additional product candidates, and the out-licensing of our ENHANZE Technology.technology. Our ENHANZE technology may face increasing competition from alternate approaches and/or emerging technologies to deliver medicines SC. In addition, our collaborators face competition in the commercialization of the product candidates for which the collaborators seek marketing approval from the FDA or other regulatory authorities.
Hylenex Recombinant
Hylenex recombinant is currently the only FDA approved recombinant human hyaluronidase on the market. The competitors for Hylenex recombinant include, but are not limited to, Valeant Pharmaceuticals International, Inc.’s product, Vitrase®, an ovine (ram) hyaluronidase, and Amphastar Pharmaceuticals, Inc.’s product, Amphadase®, a bovine (bull) hyaluronidase. In addition, some commercial pharmacies compound hyaluronidase preparations for institutions and physicians even though compounded preparations are not FDA approved products.
Government Regulations
The FDA and comparable regulatory agencies in foreign countries regulate the manufacture and sale of the pharmaceutical products that we or our partners have developed or that our partners currently are developing. The FDA has established guidelines and safety standards that are applicable to the laboratory and preclinical evaluation and clinical investigation of therapeutic products and stringent regulations that govern the manufacture and sale of these products. The process of obtaining regulatory approval for a new therapeutic product usually requires a significant amount of time and substantial resources. The steps typically required before a product can be introduced for human use include:
animal pharmacology studies to obtain preliminary information on the safety and efficacy of a drug; or
laboratory and preclinical evaluation in vitro and in vivo including extensive toxicology studies.


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The results of these laboratory and preclinical studies may be submitted to the FDA as part of an IND application. The sponsor of an IND application may commence human testing of the compound 30 days after submission of the IND, unless notified to the contrary by the FDA.
The clinical testing program for a new drug typically involves three phases:
Phase 1 investigations are generally conducted in healthy subjects (in certain instances, Phase 1 studies that determine the maximum tolerated dose and initial safety of the product candidate are performed in patients with the disease);
Phase 2 studies are conducted in limited numbers of subjects with the disease or condition to be treated and are aimed at determining the most effective dose and schedule of administration, evaluating both safety and whether the product demonstrates therapeutic effectiveness against the disease; and
Phase 3 studies involve large, well-controlled investigations in diseased subjects and are aimed at verifying the safety and effectiveness of the drug.
Data from all clinical studies, as well as all laboratory and preclinical studies and evidence of product quality, are typically submitted to the FDA in a new drug application (NDA). The results of the preclinical and clinical testing of a biologic product candidate are submitted to the FDA in the form of a BLA, for evaluation to determine whether the product candidate may be approved for commercial sale. In responding to a BLA or NDA, the FDA may grant marketing approval or request additional information. If additional information is requested we may provide such information or withdraw our application. Although the FDA’s requirements for clinical trials are well established and we believe that we have planned and conducted our clinical trials in accordance with applicable regulations and guidelines, these requirements may be subject to change. Accordingly, we could be required to conduct additional trials beyond what we had planned due to the FDA’s safety and/or efficacy concerns or due to differing interpretations of the meaning of our clinical data or a change in the therapeutic landscape. (See Part I, Item 1A, Risk Factors.)
The FDA’s Center for Drug Evaluation and Research must approve an NDA and the FDA’s Center for Biologics Evaluation and Research must approve a BLA for a drug before it may be marketed in the United States. If we begin to market our proposed products for commercial sale in the U.S., any manufacturing operations that may be established in or outside the U.S. will also be subject to rigorous regulation, including compliance with cGMP. We also may be subject to regulation under the Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substance Control Act, the Export Control Act and other present and future laws of general application. In addition, the handling, care and use of laboratory animals are subject to the Guidelines for the Humane Use and Care of Laboratory Animals published by the National Institutes of Health.
Regulatory obligations continue post-approval and include the reporting of adverse events when a drug is utilized in the broader patient population. Promotion and marketing of drugs is also strictly regulated, with penalties imposed for violations of FDA regulations, the Lanham Act and other federal and state laws, including the federal anti-kickback statute.


We currently intend to continue to seek, directly or through our collaborators, approval to market our products and product candidates in foreign countries, which may have regulatory processes that differ materially from those of the FDA. We anticipate that we willOur partners may rely upon independent consultants to seek and gain approvals to market our proposed products in foreign countries or may rely on other pharmaceutical or biotechnology companies to license our proposed products. We cannot guarantee that approvals to market any of our proposedpartners’ products can be obtained in any country. Approval to market a product in any one foreign country does not necessarily indicate that approval can be obtained in other countries.
From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the approval, manufacturing and marketing of drug products. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency or reviewing courts in ways that may significantly affect our business and development of our partners’ product candidates and any products that we may commercialize. It is impossible to predict whether additional legislative changes will be enacted, or FDA regulations, guidance or interpretations changed, or what the impact of any such changes may be.


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Segment Information
We operate about our business as one segment, which includes all activities related to the research, development and commercialization of human enzymes and other drug candidates. This segment also includes revenues and expenses related to (i) research and development activities conducted under our collaboration agreements with third parties and (ii) product sales of Hylenex recombinant. The chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment. Our long-lived assets located in foreign countries had minimal book value as of December 31, 2016 and 2015.
Executive Officers of the Registrant
Information concerning our executive officers, including their names, ages and certain biographical information can be found in Part III, Item 10, Directors, Executive Officers and Corporate Governance. This information is incorporated by reference into Part I of this report.
Employees
As of February 22, 2017,14, 2020, we had 259132 full-time employees. None of our employees are unionized and we believe our employee relations to be good.


Item 1A.Risk Factors
Item 1A.Risk Factors
Risks Related To Our Business
We recently initiated a significant corporate restructuring including a substantial reduction in our workforce to reduce our operating costs. As a result of this initiative, we may experience a disruption to our business operations. In addition, we may not realize all of the expected cost savings from our corporate restructuring which could have an adverse effect on our business or results of operations.
In November 2019, we announced that our HALO-301 Phase 3 clinical study evaluating investigational new drug PEGPH20 as a first-line therapy for treatment of patients with metastatic pancreatic cancer failed to reach the primary endpoint of overall survival. As a result, we have closed all ongoing oncology clinical studies including all development activities for PEGPH20. In connection with this decision, we have initiated a significant restructuring, including a staff reduction of approximately 55 percent of our total workforce. This restructuring and staff reduction is aimed at reducing operating costs and focusing our resources on our ENHANZE technology and Hylenex. Our restructuring initiative and staff reduction may cause disruption to our business operations. For example, the reduction in force has resulted in the loss of a number of long-term employees including some members of the senior management team, the loss of institutional knowledge and expertise and the reallocation and combination of certain roles and responsibilities across the organization, all of which could adversely affect our operations. In addition, we may not be able to effectively realize all the cost savings anticipated by the restructuring initiative and reduction-in-force and we may incur unanticipated charges or make cash payments as a result of our restructuring initiative that were not previously contemplated which could result in an adverse effect on our business or results of operations.
Our inability to attract, hire and retain key management and scientific personnel could negatively affect our business.
Our success depends on the performance of key management and scientific employees with relevant experience. We depend substantially on our ability to hire, train, motivate and retain high quality personnel, especially our scientists and management team which may be adversely affected by our recent restructuring and reduction in force. Particularly in view of the small number of employees on our staff to manage our alliance programs and key functions, if we are unable to retain existing personnel or identify or hire additional personnel, we may not be able to adequately support current and future alliances with strategic collaborators. Our use of domestic and international third-party contractors, consultants and staffing agencies also subjects us to potential co-employment liability claims.
Furthermore, if we were to lose key management personnel, we would likely lose some portion of our institutional knowledge and technical know-how, potentially causing a substantial disruption or delay in one or more of our partnered development programs until adequate replacement personnel could be hired and trained. In addition, we do not have key person life insurance policies on the lives of any of our employees which would help cover the cost of associated with the loss of key employees.
We have generated only limited revenues from product sales to date;date and we have a history of net losses and negative cash flows and we may never achieve or maintain profitability..
Relative to expenses incurred in our operations, we have generated only limited revenues from product sales, royalties, licensing fees, milestone payments, bulk rHuPH20 supply payments and research reimbursements to date, and we may never generate sufficient revenues from future product sales, licensing fees and milestone payments to offset expenses. Even if we ultimately do achieve significant revenues from product sales, royalties, licensing fees, research reimbursements, bulk rHuPH20 supply payments and/or milestone payments, we expect to incur significant operating losses over the next few years. We have never been profitable, and we may never become profitable.date. Through December 31, 2016,2019, we have incurred aggregate net losses of approximately $585.3$603.7 million. Although we expect to achieve sustainable profitability beginning the second quarter of 2020, unexpected declines in revenues and increases in expenses could inhibit our ability to achieve and sustain profitability.
If ourpartners’ product candidates do not receive and maintain regulatory approvals, or if approvals are not obtained in a timely manner, such failure or delay would substantially impair our ability to generate revenues.
Approval from the FDA or equivalent health authorities is necessary to manufacture and market pharmaceutical products in the U.S. and the other countries in which we anticipate doing business have similar requirements. The process for obtaining FDA and other regulatory approvals is extensive, time-consuming, risky and costly, and there is no guarantee that the FDA or other regulatory bodies will approve any applications that may be filed with respect to any of our partners’ product candidates, or that the timing of any such approval will be appropriate for the desired product launch schedule for a product candidate. We and our collaborators attempt to provide guidance as to the timing for the filing and acceptance of such regulatory approvals, but such filings and approvals may not occur when we or our collaborators expect, or at all. The FDA or other foreign regulatory agency may refuse or delay approval of our partners’ product candidates for failure to collect sufficient clinical or animal safety data and require us or our collaborators to conduct additional clinical or animal safety studies which may cause lengthy delays and increased costs to our partners’ development programs. For example, the approval of Baxalta’s HYQVIA BLA in the U.S. was delayed until we and Baxalta provided additional preclinical data sufficient to address concerns regarding non-neutralizing antibodies to rHuPH20 that were detected in the registration trial. Although these antibodies have not beenAny such issues associated with any known adverse clinical effects, and the HYQVIA BLA was approved by the FDA in September 2014, we cannot assure you that they will not arise andrHuPH20 could have an adverse impact on future development of our partners’ products which include rHuPH20, future sales of Hylenex recombinant, or our ability to maintain our existing collaborations or enter into collaborations, or be raised by the FDA or other health authorities in connection with testing or approval of products including rHuPH20.new collaborations.



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We and our collaborators may not be successful in obtaining approvals for any additional potential products in a timely manner, or at all. Refer to the risk factor titled “Our proprietary and collaboration product candidates or companion diagnostic assays may not receive regulatory approvals or their development may be delayed for a variety of reasons, including delayed or unsuccessful clinical trials, regulatory requirements or safety concerns” for additional information relating to the approval of product candidates.
Additionally, even with respect to products which have been approved for commercialization, in order to continue to manufacture and market pharmaceutical products, we or our collaborators must maintain our regulatory approvals. If we or any of our collaborators are unsuccessful in maintaining our regulatory approvals, our ability to generate revenues would be adversely affected.
We will likely need to raise additional capital inUse of Hylenex and the futureproducts and there can be no assurance that we will be able to obtain such funds.
We will likely need to raise additional capital in the future to continue the developmentproduct candidates of our product candidates or for other current corporate purposes. Our current cash reserves and expected revenues during the next few years will not be sufficient for us to continue the development of our proprietary product candidates, to fund general operations and conduct our business at the level desired. In addition, if we engage in acquisitions of companies, products or technologies in order to execute our business strategy, we may need to raise additional capital. We may raise additional capital in the future through one or more financing vehicles that may be available to us including (i) the public offering of securities; (ii) new collaborative agreements; (iii) expansions or revisions to existing collaborative relationships; (iv) private financings; (v) other equity or debt financings; and/or (vi) monetizing assets.
In view of our stage of development, business prospects, the nature of our capital structure and general market conditions, if we are required to raise additional capital in the future, the additional financing may not be available on favorable terms, or at all. If additional capital is not available on favorable terms when needed, we will be required to raise capital on adverse terms or significantly reduce operating expenses through the restructuring of our operations or deferral of one or more product development programs. If we raise additional capital, a substantial number of additional shares may be issued, and these shares will dilute the ownership interest of our current investors.
Use of our product candidates or those of our collaboratorspartners’ could be associated with side effects or adverse events.
As with most pharmaceutical products, use of ourHylenex and the products and product candidates or those of our collaborators could be associated with side effects or adverse events which can vary in severity (from minor reactions to death) and frequency (infrequent or prevalent). Side effects or adverse events associated with the use of ourHylenex and the products or product candidates or those of our collaborators may be observed at any time, including in clinical trials or when a product is commercialized, and any such side effects or adverse events may negatively affect our or our collaborators’ ability to obtain or maintain regulatory approval or market oursuch products and product candidates. Side effects such as toxicity or other safety issues associated with the use of ourHylenex and the products and product candidates or those of our collaborators could require us or our collaborators to perform additional studies or halt development or commercialization of these products and product candidates or expose us to product liability lawsuits which will harm our business. For example, we experienced a clinical hold on patient enrollment and dosing in our phase 2 study of PEGPH20 in patients with PDA (a discontinued program), which was not resolved until we implemented steps to address an observed possible difference in TE event rates between the arms of the study. We or our collaborators may be required by regulatory agencies to conduct additional animal or human studies regarding the safety and efficacy of our pharmaceutical products or product candidates which we have not planned or anticipated. Furthermore, there can be no assurance that we or our collaborators will resolve any issues related to any product relatedor product candidate side effects or adverse events to the satisfaction of the FDA or any regulatory agency in a timely manner or ever, which could harm our business, prospects and financial condition. For example, in April 2014, a clinical hold was placed on patient enrollment and dosing of PEGPH20 in Study 202 as a result of a possible difference in the TE event rate that had been observed at that time in the trial between the group of patients treated with PEGPH20 versus the group of patients treated without PEGPH20. The clinical hold was lifted by the FDA in June 2014, and we have completed enrollment and continue to monitor ongoing patients who remain either on treatment or in follow-up on Study 202 under a revised clinical protocol.


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If our contract manufacturers are unable to manufacture and supply to us bulk rHuPH20 or other raw materials in the quantity and quality required by us or our collaborators for use in Hylenex or our partners’ products and product candidates, our partners’ product development and commercialization efforts could be delayed or stopped and our collaborations could be damaged.
We have existing supply agreements with contract manufacturing organizations Avid Bioservices, Inc. (Avid) and Cook PharmicaCatalent Indiana LLC (Cook)(Catalent) to produce bulk rHuPH20. These manufacturers each produce bulk rHuPH20 under cGMP for clinical uses. Cookuse in Hylenex recombinant, and for use in collaboration products and product candidates.Catalent currently produces bulk rHuPH20 for use in Hylenex recombinant product candidates and collaboration product candidates. Avid currently produces bulk rHuPH20 for use in collaboration products. In addition to supply obligations, Avid and CookCatalent will also provide support for the chemistry, manufacturing and controls sections for FDA and other regulatory filings. We rely on their ability to successfully manufacture these batchesbulk rHuPH20 according to product specifications. If either Avid or Cook:Catalent: (i) is unable to retain its status as an FDA approved manufacturing facility; (ii) is unable to otherwise successfully scale up bulk rHuPH20 production to meet corporate or regulatory authority quality standards; or (iii) fails to manufacture and supply bulk rHuPH20 in the quantity and quality required by us or our collaborators for use in our proprietaryHylenex and collaboration products and product candidates for any other reason, our business will be adversely affected. In addition, a significant change in such parties’ or other third party manufacturers’ business or financial condition could adversely affect their abilities to fulfill their contractual obligations to us. We have not established, and may not be able to establish, favorable arrangements with additional bulk rHuPH20 manufacturers and suppliers of the ingredients necessary to manufacture bulk rHuPH20 should the existing manufacturers and suppliers become unavailable or in the event that our existing manufacturers and suppliers are unable to adequately perform their responsibilities. We have attempted to mitigate the impact of a potential supply interruption through the establishment of excess bulk rHuPH20 inventory where possible, but there can be no assurances that this safety stock will be maintained or that it will be sufficient to address any delays, interruptions or other problems experienced by Avid and/or Cook.Catalent. Any delays, interruptions or other problems regarding the ability of Avid and/or CookCatalent to supply bulk rHuPH20 or the ability of other third party manufacturers, to supply other raw materials or ingredients necessary to produce our products on a timely basis could: (i) cause the delay of our partners’ clinical trials or otherwise delay or prevent the regulatory approval of proprietary or collaborationour partners’ product candidates; (ii) delay or prevent the effective commercialization of proprietaryHylenex or collaboration products;products and product candidates; and/or (iii) cause us to breach contractual obligations to deliver bulk rHuPH20 to our collaborators. Such delays would likely damage our relationship with our collaborators, and they would have a material adverse effect on royalties and thus our business and financial condition. Additionally, we rely on third parties to manufacture, prepare, fill, finish, package, store and ship our product and partners’ product candidates on our behalf. If the third parties we identify fail to perform their obligations, the progress of partners’ clinical trials could be delayed or even suspended and the commercialization of approved product candidates could be delayed or prevented.


If we or any party to a key collaboration agreement fail to perform material obligations under such agreement, or if a key collaboration agreement, is terminated for any reason, our business could significantly suffer.
We have entered into multiple collaboration agreements under which we may receive significant future payments in the form of milestone payments, target designation fees, maintenance fees and royalties. We are heavily dependent on our collaborators to develop and commercialize product candidates subject to our collaborations in order for us to realize any financial benefits from these collaborations. Our collaborators may not devote the attention and resources to such efforts that we would ourselves, change their clinical development plans, promotional efforts or simultaneously develop and commercialize products in competition to those products we have licensed to them. Any of these actions could not be visible to us immediately and could negatively impact our ability to forecast and our ability to achieve the benefits and revenue we receive from such collaboration. In addition, in the event that a party fails to perform under a key collaboration agreement, or if a key collaboration agreement is terminated, the reduction in anticipated revenues could delay or suspendnegatively impact our product development activities for some of our product candidates, as well asoperations and our commercialization efforts for some or all of our products. Specifically,Hylenex. In addition, the termination of a key collaboration agreement by one or more of our collaborators could materiallyhave a material adverse impact our ability to enter into additional collaboration agreements with new collaborators on favorable terms, if at all. In certain circumstances, the termination of a key collaboration agreement would require us to revise our corporate strategy going forward and reevaluate the applications and value of our technology.
Most ofHylenex and our current proprietary and collaborationpartners’ products and product candidates rely on the rHuPH20 enzyme, and any adverse development regarding rHuPH20 could substantially impact multiple areas of our business, including current and potential collaborations, as well as any proprietary programs.
rHuPH20 is a key technological component of ENHANZE TechnologyHylenex and our ENHANZE technology and most advanced proprietary andof our collaboration products and product candidates, including the current and future products and product candidates under our Roche, Pfizer, Janssen, Baxalta, AbbVie and Lilly collaborations, our PEGPH20 program, and Hylenex recombinant.ENHANZE collaborations. If there is an adverse development


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for rHuPH20 (e.g., an adverse regulatory determination relating to rHuPH20, if we are unable to obtain sufficient quantities of rHuPH20, if we are unable to obtain or maintain material proprietary rights to rHuPH20 or if we discover negative characteristics of rHuPH20), multiple areas of our business, including current and potential collaborations, as well as proprietary programs would be substantially impacted. For example, elevated anti-rHuPH20 antibody titers were detected in the registration trial for Baxalta’s HYQVIA product as well as in a former collaborator’s product in a Phase 2 clinical trial with rHuPH20, but have not been associated, in either case, with any adverse events. We monitor for antibodies to rHuPH20 in our collaboration and proprietary programs, and although we do not believe at this time that the incidence of non-neutralizing anti-rHuPH20 antibodies in either the HYQVIA program or the former collaborator’s program will have a significant impact on our other proprietary product and other collaborationour partners’ product and product candidates, there can be no assurance that there will not be other such occurrences in the foregoing programs or our other programs or that concerns regarding these antibodies will not also be raised by the FDA or other health authorities in the future, which could result in delays or discontinuations of our Hylenex commercialization activities, the development or commercialization activities of our partners, or deter our entry into additional collaborations with third parties.
We routinely evaluate, and may modify, our business strategy and our strategic focus to only a few fields or applications of our technology which may increase the risk for potential negative impact from adverse developments.
We routinely evaluate our business strategy, and may modify this strategy in the future in light of our assessment of unmet medical needs, growth potential, resource requirements, regulatory issues, competition, risks and other factors. As a result of these strategic evaluations, we may focus our resources and efforts on one or a few programs or fields and may suspend or reduce our efforts on other programs and fields. For example, in the thirdfourth quarter of 2014,2019, we decided to focus our resources on advancing PEGPH20 and expanding utilization of our ENHANZE platform. While we believe these are applications with the greatest potential value, we have reduced the diversification oftechnology and our programs and increased our dependence on the success of the areas we are pursuing.commercial product, Hylenex. By focusing on one or a fewthese areas, we increase the potential impact on us if one of those partner programs or product candidates does not successfully complete clinical trials, achieve commercial acceptance or meet expectations regarding sales and revenue. Our decision to focus on one or a few programs may also reduce the value of programs that are no longer within our principal strategic focus, which could impair our ability to pursue collaborations or other strategic alternatives for those programs we are not pursuing.
Our proprietary and collaboration product candidates or companion diagnostic assays may not receive regulatory approvals or their development may be delayed for a variety of reasons, including delayed or unsuccessful clinical trials, regulatory requirements or safety concerns.
Clinical testing of pharmaceutical products is a long, expensive and uncertain process, and the failure or delay of a clinical trial can occur at any stage, including the patient enrollment stage. Even if initial results of preclinical and nonclinical studies or clinical trial results are promising, we or our collaborators may obtain different results in subsequent trials or studies that fail to show the desired levels of dose safety and efficacy, or we may not, or our collaborators may not, obtain applicable regulatory approval for a variety of other reasons. Preclinical, nonclinical, and clinical trials for any of our proprietary or collaboration product candidates or development of any collaboration companion diagnostic assays could be unsuccessful, which would delay or preclude regulatory approval and commercialization of the product candidates or companion diagnostic assays.candidates. In the U.S. and other jurisdictions, regulatory approval can be delayed, limited or not granted for many reasons, including, among others:
during the course of clinical studies, the final data may differ from initial reported data, and clinical results may not meet prescribed endpoints for the studies or otherwise provide sufficient data to support the efficacy of our collaborators’ product candidates;


clinical and nonclinical test results may reveal inferior pharmacokinetics, side effects, adverse events or unexpected safety issues associated with the use of our collaborators’ product candidates; for example, in April 2014, a clinical hold was placed on patient enrollment and dosing of PEGPH20 in Study 202 as a result of a possible difference in the TE event rate that had been observed at that time in the trial between the group of patients treated with PEGPH20 versus the group of patients treated without PEGPH20. The clinical hold was lifted by the FDA in June 2014, and we have completed enrollment and continue to monitor ongoing patients who remain either on treatment or in follow-up on Study 202 under a revised clinical protocol;
completion of clinical trials may be delayed for a variety of reasons including the amount of time it may take to identify and enroll patients with high levels of HA in our target population, and the ability to procure drug supply required in clinical trial protocols;


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regulatory review may not find a product candidate safe or effective enough to merit either continued testing or final approval;
regulatory review may not find that the data from preclinical testing and clinical trials justifies approval;
regulatory authorities may require that weour partners change ourtheir studies or conduct additional studies which may significantly delay or make continued pursuit of approval commercially unattractive;
a regulatory agency may reject ourpartner trial data or disagree with ourtheir interpretations of either clinical trial data or applicable regulations;
a regulatory agency may approve only a narrow use of our product or may require additional safety monitoring and reporting through Risk Evaluation and Mitigation Strategies or conditions to assure safe use programs;
the cost of clinical trials required for product approval may be greater than what we originally anticipate, and wea partner may decide to not pursue regulatory approval for such a product;
a regulatory agency may not approve our manufacturing processes or facilities, or the processes or facilities of our collaborators, our contract manufacturers or our raw material suppliers;
a regulatory agency may identify problems or other deficiencies in our existing manufacturing processes or facilities, or the existing processes or facilities of our collaborators, our contract manufacturers or our raw material suppliers;
a regulatory agency may change its formal or informal approval requirements and policies, act contrary to previous guidance, adopt new regulations or raise new issues or concerns late in the approval process; or
a partner product candidate may be approved only for indications that are narrow or under conditions that place the product at a competitive disadvantage, which may limit the sales and marketing activities for such product candidate or otherwise adversely impact the commercial potential of a product.
If a proprietary or collaboration product candidate or companion diagnostic assay is not approved in a timely fashion or obtained on commercially viable terms, or if development of any product candidate or a companion diagnostic assay is terminated due to difficulties or delays encountered in the regulatory approval process, it could have a material adverse impact on our business, and we would become more dependent on the development of other proprietary or collaboration product candidates and/or our ability to successfully acquire other products and technologies. There can be no assurances that any proprietary or collaboration product candidate or companion diagnostic assay will receive regulatory approval in a timely manner, or at all. There can be no assurance that wepartners will be able to gain clarity as to the FDA’s requirements or that the requirements may be satisfied in a commercially feasible way, in which case our ability to enter into collaborations with third parties or explore other strategic alternatives to exploit thisan opportunity will be limited or may not be possible.
We anticipate that certain proprietary and collaboration products will be marketed, and perhaps manufactured, in foreign countries. The process of obtaining regulatory approvals in foreign countries is subject to delay and failure for the reasons set forth above, as well as for reasons that vary from jurisdiction to jurisdiction. The approval process varies among countries and jurisdictions and can involve additional testing. The time required to obtain approval may differ from that required to obtain FDA approval. Foreign regulatory agencies may not provide approvals on a timely basis, if at all. Approval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one foreign regulatory authority does not ensure approval by regulatory authorities in other foreign countries or jurisdictions or by the FDA.
Our third party collaborators are responsible for providing certain proprietary materials that are essential components of our collaboration products and product candidates, and any failure to supply these materials could delay the development and commercialization efforts for these collaboration products and product candidates and/or damage our collaborations.
Our development and commercialization collaborators are responsible for providing certain proprietary materials that are essential components of our collaboration products and product candidates. For example, Roche is responsible for producing the Herceptin and MabThera required for its subcutaneous products and Baxalta is responsible for producing the GAMMAGARD LIQUID for its product HYQVIA. If a collaborator, or any applicable third party service provider of a collaborator, encounters difficulties in the manufacture, storage, delivery, fill, finish or packaging of the collaboration product or product candidate or component of such product or product candidate, such difficulties could (i) cause the delay of clinical trials or otherwise delay or prevent the regulatory approval of collaboration product candidates; and/or (ii) delay or prevent the effective commercialization of collaboration products. Such delays could have a material adverse effect on our business and financial condition.


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We rely on third parties to manufacture, prepare, fill, finish and package our products and product candidates, and if such third parties should fail to perform, our commercialization and development efforts for our products and product candidates could be delayed or stopped.
We rely on third parties to manufacture, prepare, fill, finish, package, store and ship our products and product candidates on our behalf. If we are unable to locate third parties to perform these functions on terms that are acceptable to us, or if the third parties we identify fail to perform their obligations, the progress of clinical trials could be delayed or even suspended and the commercialization of approved product candidates could be delayed or prevented. In addition, we are scaling up our manufacturing of PEGPH20 with third party suppliers to support additional clinical trials, including the Phase 3 trial, and ultimately, if approved, potential commercial supply. If our contract manufacturers are unable to successfully manufacture and supply PEGPH20, the progress of our clinical trials could be delayed or halted for a period of time.
If we are unable to sufficiently develop our sales, marketing and distribution capabilities or enter into successful agreements with third parties to perform these functions, we will not be able to fully commercialize our products.
We may not be successful in marketing and promoting our approved product, Hylenex recombinant, or any other products we develop or acquire in the future. Our sales, marketing and distribution capabilities are very limited. In order to commercialize any products successfully, we must internally develop substantial sales, marketing and distribution capabilities or establish collaborations or other arrangements with third parties to perform these services. We do not have extensive experience in these areas, and we may not be able to establish adequate in-house sales, marketing and distribution capabilities or engage and effectively manage relationships with third parties to perform any or all of such services. To the extent that we enter into co-promotion or other licensing arrangements, our product revenues are likely to be lower than if we directly marketed and sold our products, and any revenues we receive will depend upon the efforts of third parties, whose efforts may not meet our expectations or be successful. These third parties would be largely responsible for the speed and scope of sales and marketing efforts, and may not dedicate the resources necessary to maximize product opportunities. Our ability to cause these third parties to increase the speed and scope of their efforts may also be limited. In addition, sales and marketing efforts could be negatively impacted by the delay or failure to obtain additional supportive clinical trial data for our products. In some cases, third party collaborators are responsible for conducting these additional clinical trials, and our ability to increase the efforts and resources allocated to these trials may be limited.
If we or our collaborators fail to comply with regulatory requirements applicable to promotion, sale and manufacturing of approved products, regulatory agencies may take action against us or them, which could significantly harm our business.
Any approved products, along with the manufacturing processes, post-approval clinical data, labeling, advertising and promotional activities for these products, are subject to continual requirements and review by the FDA, state and foreign regulatory bodies. Regulatory authorities subject a marketed product, its manufacturer and the manufacturing facilities to continual review and periodic inspections. We, our collaborators and our respective contractors, suppliers and vendors, will be subject to ongoing regulatory requirements, including complying with regulations and laws regarding advertising, promotion and sales of drug products, required submissions of safety and other post-market information and reports, registration requirements, cGMP regulations (including requirements relating to quality control and quality assurance, as well as the corresponding maintenance of records and documentation), and the requirements regarding the distribution of samples to physicians and recordkeeping requirements. Regulatory agencies may change existing requirements or adopt new requirements or policies. We, our collaborators


and our respective contractors, suppliers and vendors, may be slow to adapt or may not be able to adapt to these changes or new requirements.
In particular, regulatory requirements applicable to pharmaceutical products make the substitution of suppliers and manufacturers costly and time consuming. We have minimal internal manufacturing capabilities and are, and expect to be in the future, entirely dependent on contract manufacturers and suppliers for the manufacture of our products and for their active and other ingredients. The disqualification of these manufacturers and suppliers through their failure to comply with regulatory requirements could negatively impact our business because the delays and costs in obtaining and qualifying alternate suppliers (if such alternative suppliers are available, which we cannot assure) could delay our partners’ clinical trials or otherwise inhibit our or partners’ ability to bring approved products to market, which would have a material adverse effect on our business and financial condition. Likewise, if we, our collaborators and our respective contractors, suppliers and vendors involved in sales and promotion of our products do


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not comply with applicable laws and regulations, for example off-label or false or misleading promotion, this could materially harm our business and financial condition.
Failure to comply with regulatory requirements may result in any of the following:
restrictions on our or our partners’ products or manufacturing processes;
warning letters;
withdrawal of theour or our partners’ products from the market;
voluntary or mandatory recall;
fines;
suspension or withdrawal of regulatory approvals;
suspension or termination of any of our partners’ ongoing clinical trials;
refusal to permit the import or export of our or our partners’ products;
refusal to approve pending applications or supplements to approved applications that we submit;
product seizure;
injunctions; or
imposition of civil or criminal penalties.
We may need to raise additional capital in the future and there can be no assurance that we will be able to obtain such funds.
We may need to raise additional capital in the future to fund our operations and for general corporate purposes if revenues do not occur as expected. Our current cash reserves and expected revenues may not be sufficient for us to fund general operations and conduct our business at the level desired. In addition, if we engage in acquisitions of companies, products or technologies in order to execute our business strategy, we may need to raise additional capital. We may raise additional capital in the future through one or more financing vehicles that may be available to us including (i) new collaborative agreements; (ii) expansions or revisions to existing collaborative relationships; (iii) private financings; (iv) other equity or debt financings; (v) monetizing assets; and/or (vi) the public offering of securities.
If we are required to raise additional capital in the future, it may not be available on favorable financing terms within the time required, or at all. If additional capital is not available on favorable terms when needed, we will be required to raise capital on adverse terms or significantly reduce operating expenses through the restructuring of our operations or deferral of strategic business initiatives. If we raise additional capital through a public offering of securities or equity, a substantial number of additional shares may be issued, which may negatively affect our stock price and these additional shares will dilute the ownership interest of our current investors.
We currently have significant debt and failure by us to fulfill our obligations under the applicable loan agreements may cause the repayment obligations to accelerate.
InThe aggregate amount of our consolidated indebtedness, net of debt discount, as of December 2015,31, 2019 was $402.6 million, which includes $460.0 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2024 (Convertible Notes) and an outstanding balance on our subsidiaries, Halozyme, Inc. (Halozyme) and Halozyme Royalty LLC (Halozyme Royalty) entered into a credit agreement (the Credit Agreement) with BioPharma Credit Investments IV Sub, LP and Athyrium Opportunities II Acquisition LP (the Royalty-backed Lenders) pursuant to which we borrowed $150Loan of $19.5 million, through Halozyme Royalty (the Royalty-backed Loan). Thenet of unamortized debt discount of $77.0 million. We currently estimate that the Royalty-backed Loan will be repaid primarily from a specified percentage of the royalty payments we receive under our collaboration agreements with Roche and Baxalta (the Royalty Payments).
The obligations of Halozyme Royalty under the Credit Agreement to repay the Royalty-backed Loan may be accelerated upon the occurrence of certain events of default under the Credit Agreement, including but not limited to:

if any payment of principal is not made within three days of when such payment is due and payable or otherwise made in accordance with the terms of the Credit Agreement;
if any representations or warranties made in the Credit Agreement or any other transaction document proves to be incorrect or misleading in any material respect when made;
if there occurs a defaultsecond quarter of 2020. We also may incur additional indebtedness in the performance of affirmative and negative covenants set forth in the Credit Agreement or any other transaction document;future.
the failure by either Baxalta or Roche to pay material amounts owed under our collaboration agreements because of an actual breach or default by us under the collaboration agreements;
the voluntary or involuntary commencement of bankruptcy proceedings by either Halozyme or Halozyme Royalty and other insolvency related defaults;Our indebtedness may:
any materially adverse effect on the binding nature of any of the transaction documents or the collaboration agreements with Baxalta and Roche; or
Halozyme ceases to own, of record and beneficially, 100% of the equity interests in Halozyme Royalty.
The Credit Agreement also contains covenants applicable to Halozyme and Halozyme Royalty, including certain visitation, information and audits rights granted to the collateral agent and the lenders and restrictions on the conduct of business, including continued compliance with the Baxalta and Roche collaboration agreements and specified affirmative actions regarding the escrow account established to facilitate payment of Royalty Payments to the Royalty-backed Lenders or other specified parties. The Credit Agreement also contains covenants solely applicable to Halozyme Royalty, including restrictions on incurring indebtedness, creating or granting liens, making acquisitions and making specified restricted payments. These covenants could make it more difficult for us to executesatisfy our business strategy.


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In connection with the Royalty-backed Loan, Halozyme Royalty granted a first priority lien and security interest (subject only to permitted liens) in all of its assets and all real, intangible and personal property,financial obligations, including all of its right, titlemaking scheduled principal and interest in and to the Royalty Payments.
In June 2016, we entered into a Loan and Security Agreement (the New Loan Agreement) with Oxford Finance LLC (Oxford) and Silicon Valley Bank (SVB) (collectively, the Lenders), providing a senior secured loan facility of up to an aggregate principal amount of $70 million, comprising a $55.0 million draw in June 2016 and an additional $15.0 million tranche, which we have the option to draw during the second quarter of 2017. The initial proceeds were partially used to pay the outstanding principal and final payment owedpayments on our previous loan agreement with the Lenders. The remaining proceeds, including any drawdown of the additional $15.0 million, are to be used for working capital and general business requirements. The New Loan Agreement is secured by substantially all of the assets of the Company and its subsidiary, Halozyme, Inc., except that the collateral does not include any equity interests in Halozyme, Inc., any intellectual property (including all licensing, collaboration and similar agreements relating thereto), and certain other excluded assets. The New Loan Agreement contains customary representations, warranties and covenants by us, which covenants indebtedness;
limit our ability to convey, sell, lease, transfer, assignborrow additional funds for working capital, capital expenditures, acquisitions or otherwise dispose of certainother general corporate purposes;
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions, share repurchases or other general business purposes;
require us to use a portion of our assets; engage in any business other than the businesses currently engaged in by uscash flow from operations to make debt service payments;


limit our flexibility to plan for, or reasonably related thereto; liquidate or dissolve; make certain management changes; undergo certain change of control events; create, incur, assume, or be liable with respectreact to, certain indebtedness; grant certain liens; pay dividends and make certain other restricted payments; make certain investments; make payments on any subordinated debt; and enter into transactions with any of our affiliates outside of the ordinary course of business or permit our subsidiaries to do the same. In addition, subject to certain exceptions, we are required to maintain with SVB our primary deposit accounts, securities accounts and commodities, and to do the same for our domestic subsidiary. Complying with these covenants may make it more difficult for us to successfully execute our business strategy.
The New Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of our obligations under the New Loan Agreement and the occurrence of a material adverse change which is defined as a material adverse changechanges in our business operations or condition (financial or otherwise),and industry;
place us at a material impairmentcompetitive disadvantage compared to our less leveraged competitors; and
increase our vulnerability to the impact of the prospect of repayment of any portion of the loan, or a material impairment in the perfection or priority of the Lender’s lien in the collateral or in the value of such collateral.adverse economic and industry conditions.
Our ability to make payments on our debt will depend on our future operating performance and ability to generate cash and may also depend on our ability to obtain additional debt or equity financing. It will also depend on financial, business or other factors affecting our operations, many of which are beyond our control. We will need to use cash to pay principal and interest on our debt, thereby reducing the funds available to fund our research and development programs,operations, strategic initiatives and working capital requirements. If we are unable to generate sufficient cash to service our debt obligation,obligations, an event of default may occur. In the eventoccur under any of default by us under the Credit Agreement or the New Loan Agreement, the lenders would be entitled to exercise their remedies thereunder, including the right to accelerate theour debt instruments which could result in an acceleration of such debt upon which we may be required to repay all the amounts then outstanding under the Credit Agreementsome or the New Loan Agreement whichall of our debt instruments. Such an acceleration of our debt obligations could harm our financial condition.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and operating results.
In the event the conditional conversion feature of the Convertible Notes is triggered, holders of the Convertible Notes will be entitled to convert the notes at any time during specified periods at their option. If proprietaryone or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. Even if holders of the Convertible Notes do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
Conversion of our Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock.
The conversion of some or all of our Convertible Notes, to the extent we deliver shares upon conversion, will dilute the ownership interests of existing stockholders. Any sales in the public market of the Convertible Notes or our common stock issuable upon conversion of the Convertible Notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
The accounting method for the Convertible Notes could have a material effect on our reported financial results.
Pursuant to Financial Accounting Standards Board Accounting Standards Codification Subtopic 470-20, Debt with Conversion and Other Options (“ASC 470-20”), an entity must separately account for the liability and equity components of convertible debt instruments whose conversion may be settled entirely or partially in cash (such as our Convertible Notes) in a manner that reflects the issuer’s economic interest cost for non-convertible debt. The liability component of our Convertible Notes was initially be valued at the fair value of a similar debt instrument that does not have an associated equity component and was reflected as a liability in our consolidated balance sheet. The equity component of the Convertible Notes was included in the additional paid-in capital section of our stockholders’ equity on our consolidated balance sheet, and the value of the equity component was treated as original issue discount for purposes of accounting for the debt component. This original issue discount will be amortized to non-cash interest expense over the term of the notes, and we will record a greater amount of non-cash interest expense in current periods as a result of this amortization. Accordingly, we will report lower net income in our financial results because ASC 470-20 will require the interest expense associated with the notes to include both the current period’s amortization of the debt discount and the notes’ coupon interest, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the Convertible Notes.
In addition, under certain circumstances, convertible debt instruments (such as the notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the notes are not included in the calculation of diluted net income per share except to the extent that the conversion value of the notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable or otherwise elect not to use the treasury stock method in accounting for the shares issuable upon conversion of the notes, then our diluted earnings per share would be adversely affected. For example, the FASB recently published an exposure draft proposing to amend these accounting standards to eliminate the treasury stock method for convertible instruments and instead require application of the ‘‘if-converted’’ method. Under that method, if it is adopted, diluted net income (loss) per share would generally be calculated assuming that all the notes were converted solely into shares of common stock at the beginning of the reporting period. The application of the ‘‘if-converted’’ method may reduce our reported diluted net income per share.


If collaboration product candidates are approved for marketing but do not gain market acceptance resulting in commercial performance below that which was expected or projected, our business may suffer and we may not be able to fund future operations.
Assuming that our proprietaryexisting or future collaboration product candidates obtain the necessary regulatory approvals for commercial sale, a number of factors may affect the market acceptance of these existing product candidates or any othernewly-approved products, which are developed or acquired in the future, including, among others:
the degree to which the use of these products is restricted by the approved product label;
the price of these products relative to other therapies for the same or similar treatments;
the extent to which reimbursement for these products and related treatments will be available from third party payors including government insurance programs (Medicare and Medicaid) and private insurers;
the introduction of generic or biosimilar competitors to these products;
the perception by patients, physicians and other members of the health care community of the effectiveness and safety of these products for their prescribed treatments relative to other therapies for the same or similar treatments;
our ability to fund our sales and marketing efforts and the ability and willingness of our collaborators to fund sales and marketing efforts; and
the degree to which the use of these products is restricted by the approved product label;
the effectiveness of our sales and marketing efforts and the effectiveness of the sales and marketing efforts of our collaborators;
the introduction of generic competitors; and
the extent to which reimbursement for our products and related treatments will be available from third party payors including government insurance programs (Medicare and Medicaid) and private insurers.


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collaborators.
If these collaboration products do not gain market acceptance resulting in commercial performance below that which was expected or projected, the royalties we may notexpect to receive from these products will be ablediminished which could harm our ability to fund future operations, including the developmentconduct acquisitions, execute our planned share repurchases, or acquisition of new product candidates and/oraffect our salesability to use funds for other general corporate purposes and marketing efforts for our approved products, which would cause our business to suffer.
In addition, our proprietary and collaborationpartners’ product candidates will be restricted to the labels approved by FDA and applicable regulatory bodies, and these restrictions may limit the marketing and promotion of the ultimate products. If the approved labels are restrictive, the sales and marketing efforts for these collaboration products may be negatively affected.
Our ability to license our ENHANZE technology to our collaboration partners depends on the validity of our patents and other proprietary rights.  
Patents and other proprietary rights are essential to our business. Our success will depend in part on our ability to obtain and maintain patent protection for our inventions, to preserve our trade secrets and to operate without infringing the proprietary rights of third parties. We have multiple patents and patent applications throughout the world pertaining to our recombinant human hyaluronidase and methods of use and manufacture, including an issued U.S. patent which expires in 2027 and an issued European patent which expires in 2024, which we believe cover the products and product candidates under our existing collaborations, and Hylenex. Although we believe our patent filings represent a barrier to entry for potential competitors looking to utilize these hyaluronidases, upon expiration of our patents other pharmaceutical companies may (if they do not infringe our other patents) seek to compete with us by developing, manufacturing and selling biosimilars to the active drug ingredient in our ENHANZE technology used by our collaboration partners in combination with their products. Any such loss of patent protection or proprietary rights could lead to a reduction or loss of revenues, incentivize one or more of our key ENHANZE collaboration partners to terminate their relationship with us and impact our ability to enter into new collaboration and license agreements.
Developing and marketing pharmaceutical products for human use involves significant product liability risks for which we currently have limited insurance coverage.
The testing, marketing and sale of pharmaceutical products involves the risk of product liability claims by consumers and other third parties. Although we maintain product liability insurance coverage, product liability claims can be high in the pharmaceutical industry, and our insurance may not sufficiently cover our actual liabilities. If product liability claims were to be made against us, it is possible that the liabilities may exceed the limits of our insurance policy, or our insurance carriers may deny, or attempt to deny, coverage in certain instances. If a lawsuit against us is successful, then the lack or insufficiency of insurance coverage may not be sufficient and could materially and adversely affect our business and financial condition. Furthermore, various distributors of pharmaceutical products require minimum product liability insurance coverage before purchase or acceptance of products for distribution. Failure to satisfy these insurance requirements could impede our ability to achieve broad distribution of our proposed products, and higher insurance requirements could impose additional costs on us. In addition, since many of our collaboration product candidates include the pharmaceutical products of a third party, we run the risk that problems with the third party pharmaceutical product will give rise to liability claims against us.
Our inability to attract, hire and retain key management and scientific personnel could negatively affect our business.
Our success depends on the performance of key management and scientific employees with relevant experience. For example, in order to pursue our current business strategy, we will need to recruit and retain personnel experienced in oncology drug development which is a highly competitive market for talent. We depend substantially on our ability to hire, train, motivate and retain high quality personnel, especially our scientists and management team. Particularly in view of the small number of employees on our staff to cover our numerous programs and key functions, if we are unable to retain existing personnel or identify or hire additional personnel, we may not be able to research, develop, commercialize or market our products and product candidates as expected or on a timely basis and we may not be able to adequately support current and future alliances with strategic collaborators. Our use of domestic and international third-party contractors, consultants and staffing agencies also subjects us to potential co-employment liability claims.
Furthermore, if we were to lose key management personnel, we would likely lose some portion of our institutional knowledge and technical know-how, potentially causing a substantial delay in one or more of our development programs until adequate replacement personnel could be hired and trained. We currently have a severance policy applicable to all employees and a change in control policy applicable to senior executives.
We do not have key man life insurance policies on the lives of any of our employees.
Our operations might be interrupted by the occurrence of a natural disaster or other catastrophic event.
Our operations, including laboratories, offices and other research facilities, are located in fourmultiple buildings in San Diego, California. In addition, we have a satellite office in South San Francisco, California. We depend on our facilities and on our collaborators, contractors and vendors for the continued operation of our business. Natural disasters or other catastrophic events, interruptions in the supply of natural resources, political and governmental changes, wildfires and other fires, floods, explosions, actions of animal rights activists, earthquakes and civil unrest could disrupt our operations or those of our collaborators, contractors and vendors. Even though we believe we carry commercially reasonable business interruption and liability insurance, and our contractors may carry liability insurance that protect us in certain events, we may suffer losses as a result of business interruptions that exceed the coverage available under our and our contractors’ insurance policies or for which we or our contractors do not have coverage. Any natural disaster or catastrophic event could have a significant negative impact on our operations and financial results. Moreover, any such event could delay our partners’ research and development programs.


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If we or our collaborators do not achieve projected development, clinical, regulatory or salesregulatory goals in the timeframes we publicly announceannounced or otherwise expect,expected, the commercialization of our collaboration products and the development of our product candidates may be delayed and, as a result, our stock price may decline, and we may face lawsuits relating to such declines.
From time to time, we or our collaborators may publicly articulate the estimated timing for the accomplishment of certain scientific, clinical, regulatory and other product development goals. The accomplishment of any goal is typically based on numerous assumptions, and the achievement of a particular goal may be delayed for any number of reasons both within and outside of our and our collaborators’ control. If scientific, regulatory, strategic or other factors cause usa collaboration partner to not meet a goal, regardless of whether that goal has been publicly articulated or not, our stock price may decline rapidly. For example, the announcement in April 2014 of the temporary halting of our Phase 2 clinical trial for PEGPH20 caused a rapid decline in our stock price. Stock price declines may also trigger direct or derivative shareholder lawsuits. As with any litigation proceeding, the eventual outcome of any legal action is difficult to predict. If any such lawsuits occur, we will incur expenses in connection with the defense of these lawsuits, and we may have to pay substantial damages or settlement costs in connection with any resolution thereof. Although we have insurance coverage against which we may claim recovery against some of these expenses and costs, the amount of coverage may not be adequate to cover the full amount or certain expenses and costs may be outside the scope of the policies we maintain. In the event of an adverse outcome or outcomes, our business could be materially harmed from depletion of cash resources, negative impact on our reputation, or restrictions or changes to our governance or other processes that may result from any final disposition of the lawsuit. Moreover, responding to and defending pending litigation significantly diverts management’s attention from our operations.
In addition, the consistent failure to meet publicly announced milestones may erode the credibility of our management team with respect to future milestone estimates.
Future acquisitions could disrupt our business and harm our financial condition.
In order to augment our product pipeline or otherwise strengthen our business, we may decide to acquire additional businesses, products and technologies. As we have limited experience in evaluating and completing acquisitions, our ability as an organization to make such acquisitions is unproven. Acquisitions could require significant capital infusions and could involve many risks, including, but not limited to, the following:
we may have to issue additional convertible debt or equity securities to complete an acquisition, which would dilute our stockholders and could adversely affect the market price of our common stock;
an acquisition may negatively impact our results of operations because it may require us to amortize or write down amounts related to goodwill and other intangible assets, or incur or assume substantial debt or liabilities, or it may cause adverse tax consequences, substantial depreciation or deferred compensation charges;
we may encounter difficulties in assimilating and integrating the business, products, technologies, personnel or operations of companies that we acquire;
certain acquisitions may impact our relationship with existing or potential collaborators who are competitive with the acquired business, products or technologies;
acquisitions may require significant capital infusions and the acquired businesses, products or technologies may not generate sufficient value to justify acquisition costs;
we may take on liabilities from the acquired company such as debt, legal liabilities or business risk which could be significant;
an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
acquisitions may involve the entry into a geographic or business market in which we have little or no prior experience; and
key personnel of an acquired company may decide not to work for us.
If any of these risks occurred, it could adversely affect our business, financial condition and operating results. There is no assurance that we will be able to identify or consummate any future acquisitions on acceptable terms, or at all. If we do pursue any acquisitions, it is possible that we may not realize the anticipated benefits from such acquisitions or that the market will not view such acquisitions positively.
Security

Cyberattacks, security breaches or system breakdowns may disrupt our operations and harm our operating results.results and reputation.


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We and our partners are subject to increasingly sophisticated attempts to gain unauthorized access to our information technology storage and access systems and are devoting resources to protect against such intrusion. Cyberattacks could render us or our partners unable to utilize key systems or access important data needed to operate our business. The wrongful use, theft, deliberate sabotage or any other type of security breach with respect to any of our or any of our vendors and partners’ information technology storage and access systems could result in the breakdown or other service interruption, or the disruption of our ability to use such systems or disclosure or dissemination of our proprietary and confidential information that is electronically stored, including researchintellectual property, trade secrets, financial information, regulatory information, strategic plans, sales trends and forecasts, litigation materials or clinical data, resultingpersonal information belonging to us, our staff, our patients, customers and/or other business partners which could result in a material adverse impact on our business, operating results and financial condition. OurWe continue to invest in monitoring, and other security and data recovery measures to protect our critical and sensitive data and systems.  However, these may not be adequate to protect against computer viruses, break-ins, and similar disruptionsprevent or fully recover systems or data from unauthorized tampering withall breakdowns, service interruptions, attacks or breaches of our electronic storage systems. Furthermore, any physical break-in or trespass of our facilities could result in the misappropriation, theft, sabotage or any other type of security breach with respect to our proprietary and confidential information, including research or clinical data or damage to our research and development equipment and assets. Such adverse effects could be material and irrevocable to our business, operating results, financial condition and financial condition.reputation.

Risks Related To Ownership of Our Common Stock
Our stock price is subject to significant volatility.
We participate in a highly dynamic industry which often results in significant volatility in the market price of common stock irrespective of company performance. The high and low sales prices of our common stock during the twelve months ended December 31, 20162019 were $17.51$19.73 and $6.96,$13.84, respectively. We expect our stock price to continue to be subject to significant volatility and, in addition to the other risks and uncertainties described elsewhere in this Annual Report on Form 10-K and all other risks and uncertainties that are either not known to us at this time or which we deem to be immaterial, any of the following factors may lead to a significant drop in our stock price:
the presence of competitive products to those being developed by us;our partners;
failure (actual or perceived) of our collaborators to devote attention or resources to the development or commercialization of products or product candidates licensed to such collaborator;
a dispute regarding our failure, or the failure of one of our third party collaborators, to comply with the terms of a collaboration agreement;
the termination, for any reason, of any of our collaboration agreements;
the sale of common stock by any significant stockholder, including, but not limited to, direct or indirect sales by members of management or our Board of Directors;
the resignation, or other departure, of members of management or our Board of Directors;
general negative conditions in the healthcare industry;
general negative conditions in the financial markets;
the cost associated with obtaining regulatory approval for any of our proprietary or collaboration product candidates;
the failure, for any reason, to secure or defend our intellectual property position;
for those products that are not yet approved for commercial sale, the failure or delay of applicable regulatory bodies to approve such products;our partners’ product candidates;
identification of safety or tolerability issues;
failure of our partners’ clinical trials to meet efficacy endpoints;
suspensions or delays in the conduct of our partners’ clinical trials or securing of regulatory approvals;
adverse regulatory action with respect to our and our collaborators’ products and product candidates such as loss of regulatory approval to commercialize such products, clinical holds, imposition of onerous requirements for approval or product recalls;
our failure, or the failure of our third party collaborators, to successfully commercialize products approved by applicable regulatory bodies such as the FDA;
our failure, or the failure of our third party collaborators, to generate product revenues anticipated by investors;
disruptions in our clinical or commercial supply chains, including disruptions caused by problems with a bulk rHuPH20 contract manufacturer or a fill and finish manufacturer for any product or product collaboration candidate;
the sale of additional debt and/or equity securities by us;
our failure to obtain financing on acceptable terms or at all; or
a restructuring of our operations.

an inability to execute our share repurchase program in the time and manner we expect due to market, business, legal or other considerations; or

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a conversion of the Convertible Notes into shares of our common stock.
Future transactions where we raise capital may negatively affect our stock price.
We are currently a “Well-Known Seasoned Issuer” and may file automatic shelf registration statements at any time with the SEC. Sales of substantial amounts of shares of our common stock or other securities under our current or future shelf registration statements could lower the market price of our common stock and impair our ability to raise capital through the sale of equity securities. In the future, we may issue additional options, warrants or other derivative securities convertible into our common stock.
Anti-takeover provisions in our charter documents, the Indenture and Delaware law may make an acquisition of us more difficult.
Anti-takeover provisions in our charter documents, the Indenture and Delaware law may make an acquisition of us more difficult. First, our boardBoard of directorsDirectors is classified into three classes of directors. Under Delaware law, directors of a corporation with a classified board may be removed only for cause unless the corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation, as amended, does not provide otherwise. In addition, our bylaws limit who may call special meetings of stockholders, permitting only stockholders holding at least 50% of our outstanding shares to call a special meeting of stockholders. Our amended and restated certificate of incorporation as amended, does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares may be able to ensure the election of one or more directors. Finally, our bylaws establish procedures, including advance notice procedures, with regard to the nomination of candidates for election as directors and stockholder proposals.
These provisions in our charter documents may discourage potential takeover attempts, discourage bids for our common stock at a premium over market price or adversely affect the market price of, and the voting and other rights of the holders of, our common stock. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors other than the candidates nominated by our board of directors.
Further, in connection with our recent Convertible Notes issuance, we entered into an indenture, dated as of November 18, 2019, (“Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee. Certain provisions in the Indenture could make it more difficult or more expensive for a third party to acquire us. For example, if a takeover would constitute a fundamental change, holders of the Convertible Notes will have the right to require us to repurchase their Convertible Notes in cash. In addition, if a takeover constitutes a make-whole fundamental change, we may be required to increase the conversion rate for holders who convert their Convertible Notes in connection with such takeover. In either case, and in other cases, our obligations under the Convertible Notes and the Indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may prohibit large stockholders from consummating a merger with, or acquisition of, us.
These provisions may deter an acquisition of us that might otherwise be attractive to stockholders.


Risks Related to Our Industry
Our partners’ products must receive regulatory approval before they can be sold, and compliance with the extensive government regulations is expensive and time consuming and may result in the delay or cancellation of collaboration product sales, introductions or modifications.
Extensive industry regulation has had, and will continue to have, a significant impact on our business. All pharmaceutical companies, including ours, are subject to extensive, complex, costly and evolving regulation by the health regulatory agencies including the FDA (and with respect to controlled drug substances, the U.S. Drug Enforcement Administration (DEA)) and equivalent foreign regulatory agencies and state and local/regional government agencies. The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other domestic and foreign statutes and regulations govern or influence the testing, manufacturing, packaging, labeling, storing, recordkeeping, safety, approval, advertising, promotion, sale and distribution of our products.product and our partners’ products and product candidates. We are dependent on receiving FDA and other governmental approvals, including regulatory approvals in jurisdictions outside the United States, prior to manufacturing, marketing and shipping our products. Consequently, there is always a risk that the FDA or other applicable governmental authorities, including those outside the United States, will not approve our partners’ products or may impose onerous, costly and time-consuming requirements such as additional clinical or animal testing. Regulatory authorities may require that weour partners’ change our studies or conduct additional studies, which may significantly delay or make continued pursuit of approval commercially unattractive.unattractive to our partners. For example, the approval of Baxalta’s HYQVIA BLA was delayed by the FDA until we and Baxalta provided additional preclinical data sufficient to address concerns regarding non-neutralizing antibodies to rHuPH20 that were detected in the registration trial. Although these antibodies have not been associated with any known adverse clinical effects, and the HYQVIA BLA was ultimately approved by the FDA, in September 2014, the FDA or other foreign regulatory agency may, at any time, halt our and our collaborators’ development and commercialization activities due to safety concerns. In addition, even if our product or partners’ products are approved, regulatory agencies may also take post-approval action limiting or revoking our or our partners’ ability to sell ourthese products. Any of these regulatory actions may adversely affect the economic benefit we may derive from our product or our partners’ products and therefore harm our financial condition.


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Under certain of these regulations, in addition to our partners, we and our contract suppliers and manufacturers are subject to periodic inspection of our or their respective facilities, procedures and operations and/or the testing of products by the FDA, the DEA and other authorities, which conduct periodic inspections to confirm that we and our contract suppliers and manufacturers are in compliance with all applicable regulations. The FDA also conducts pre-approval and post-approval reviews and plant inspections to determine whether our systems, or our contract suppliers’ and manufacturers’ processes, are in compliance with cGMP and other FDA regulations. If our partners, we, or our contract supplier,suppliers, fail these inspections, weour partners may not be able to commercialize our producttheir products in a timely manner without incurring significant additional costs, or at all.
In addition, the FDA imposes a number of complex regulatory requirements on entities that advertise and promote pharmaceuticals including, but not limited to, standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored scientific and educational activities, and promotional activities involving the internet.Internet.
We may be subject, directly or indirectly, to various broad federal and state healthcare laws. If we are unable to comply, or have not fully complied, with such laws, we could face civil, criminal and administrative penalties, damages, monetary fines, disgorgement, possible exclusion from participation in Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate.
Our business operations and activities may be directly, or indirectly, subject to various broad federal and state healthcare laws, including without limitation, anti-kickback laws, the Foreign Corrupt Practices Act (FCPA), false claims laws, civil monetary penalty laws, data privacy and security laws, tracing and tracking laws, as well as transparency laws regarding payments or other items of value provided to healthcare providers. These laws may restrict or prohibit a wide range of business activities, including, but not limited to, research, manufacturing, distribution, pricing, discounting, marketing and promotion and other business arrangements. These laws may impact, among other things, our current activities with principal investigators and research subjects, as well as sales, marketing and education programs. Many states have similar healthcare fraud and abuse laws, some of which may be broader in scope and may not be limited to items or services for which payment is made by a government health care program.
Efforts to ensure that our business arrangements will comply with applicable healthcare laws may involve substantial costs. While we have adopted a healthcare corporate compliance program, it is possible that governmental and enforcement authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws. If our operations or activities are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject to, without limitation, civil, criminal and administrative penalties, damages, monetary fines, disgorgement, possible exclusion from participation in Medicare, Medicaid


and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate.
In addition, any sales of products outside the U.S. will also likely subject us to the FCPA and foreign equivalents of the healthcare laws mentioned above, among other foreign laws.
We may be required to initiate or defend against legal proceedings related to intellectual property rights, which may result in substantial expense, delay and/or cessation of the development and commercialization of our products.
We primarily rely on patents to protect our intellectual property rights. The strength of this protection, however, is uncertain. For example, it is not certain that:
we will be able to obtain patent protection for our products and technologies;
the scope of any of our issued patents will be sufficient to provide commercially significant exclusivity for our products and technologies;
others will not independently develop similar or alternative technologies or duplicate our technologies and obtain patent protection before we do; and
any of our issued patents, or patent pending applications that result in issued patents, will be held valid, enforceable and infringed in the event the patents are asserted against others.


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We currently own or license several patents and also have pending patent applications applicable to rHuPH20 and other proprietary materials. There can be no assurance that our existing patents, or any patents issued to us as a result of our pending patent applications, will provide a basis for commercially viable products, will provide us with any competitive advantages, or will not face third party challenges or be the subject of further proceedings limiting their scope or enforceability. Any weaknesses or limitations in our patent portfolio could have a material adverse effect on our business and financial condition. In addition, if any of our pending patent applications do not result in issued patents, or result in issued patents with narrow or limited claims, this could result in us having no or limited protection against generic or biosimilar competition against our product candidates which would have a material adverse effect on our business and financial condition.
We may become involved in interference proceedings in the U.S. Patent and Trademark Office, or other proceedings in other jurisdictions, to determine the priority, validity or enforceability of our patents. In addition, costly litigation could be necessary to protect our patent position.
We also rely on trademarks to protect the names of our products (e.g. Hylenexrecombinant). We may not be able to obtain trademark protection for any proposed product names we select. In addition, product names for pharmaceutical products must be approved by health regulatory authorities such as the FDA in addition to meeting the legal standards required for trademark protection and product names we propose may not be timely approved by regulatory agencies which may delay product launch. In addition, our trademarks may be challenged by others. If we enforce our trademarks against third parties, such enforcement proceedings may be expensive.
We also rely on trade secrets, unpatented proprietary know-how and continuing technological innovation that we seek to protect with confidentiality agreements with employees, consultants and others with whom we discuss our business. Disputes may arise concerning the ownership of intellectual property or the applicability or enforceability of these agreements, and we might not be able to resolve these disputes in our favor.
In addition to protecting our own intellectual property rights, third parties may assert patent, trademark or copyright infringement or other intellectual property claims against us. If we become involved in any intellectual property litigation, we may be required to pay substantial damages, including but not limited to treble damages, attorneys’ fees and costs, for past infringement if it is ultimately determined that our products infringe a third party’s intellectual property rights. Even if infringement claims against us are without merit, defending a lawsuit takes significant time, may be expensive and may divert management’s attention from other business concerns. Further, we may be stopped from developing, manufacturing or selling our products until we obtain a license from the owner of the relevant technology or other intellectual property rights. If such a license is available at all, it may require us to pay substantial royalties or other fees.
Patent protection for protein-based therapeutic products and other biotechnology inventions is subject to a great deal of uncertainty, and if patent laws or the interpretation of patent laws change, our competitors may be able to develop and commercialize products based on our discoveries.
Patent protection for protein-based therapeutic products is highly uncertain and involves complex legal and factual questions. In recent years, there have been significant changes in patent law, including the legal standards that govern the scope of protein and biotechnology patents. Standards for patentability of full-length and partial genes, and their corresponding proteins, are changing. Recent court decisions have made it more difficult to obtain patents, by making it more difficult to satisfy the patentable subject matter requirement and the requirement of non-obviousness, have decreased the availability of injunctions against infringers, and have increased the likelihood of challenging the validity of a patent through a declaratory judgment action. Taken together,


these decisions could make it more difficult and costly for us to obtain, license and enforce our patents. In addition, the Leahy-Smith America Invents Act (HR 1249) was signed into law in September 2011, which among other changes to the U.S. patent laws, changes patent priority from “first to invent” to “first to file,” implements a post-grant opposition system for patents and provides for a prior user defense to infringement. These judicial and legislative changes have introduced significant uncertainty in the patent law landscape and may potentially negatively impact our ability to procure, maintain and enforce patents to provide exclusivity for our products.
There also have been, and continue to be, policy discussions concerning the scope of patent protection awarded to biotechnology inventions. Social and political opposition to biotechnology patents may lead to narrower patent protection within the biotechnology industry. Social and political opposition to patents on genes and proteins and recent court decisions concerning


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patentability of isolated genes may lead to narrower patent protection, or narrower claim interpretation, for isolated genes, their corresponding proteins and inventions related to their use, formulation and manufacture. Patent protection relating to biotechnology products is also subject to a great deal of uncertainty outside the U.S., and patent laws are evolving and undergoing revision in many countries. Changes in, or different interpretations of, patent laws worldwide may result in our inability to obtain or enforce patents, and may allow others to use our discoveries to develop and commercialize competitive products, which would impair our business.
If third party reimbursement and customer contracts are not available, Hylenex and our partners’ products may not be accepted in the market.market resulting in commercial performance below that which was expected or projected.
Our ability to earn sufficient returns on Hylenex and our partners’ ability to earn sufficient returns on their products will depend in part on the extent to which reimbursement for ourthese products and related treatments will be available from government health administration authorities, private health insurers, managed care organizations and other healthcare providers.
Third-party payors are increasingly attempting to limit both the coverage and the level of reimbursement of new drug products to contain costs. Consequently, significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Third party payors may not establish adequate levels of reimbursement for the products that we and our partners commercialize, which could limit their market acceptance and result in a material adverse effect on our revenues and financial condition.
Customer contracts, such as with group purchasing organizations and hospital formularies, will often not offer contract or formulary status without either the lowest price or substantial proven clinical differentiation. If, our products arefor example, Hylenex is compared to animal-derived hyaluronidases by these entities, it is possible that neither of these conditions will be met, which could limit market acceptance and result in a material adverse effect on our revenues and financial condition.
The rising cost of healthcare and related pharmaceutical product pricing has led to cost containment pressures as well as changes in federal coverage and reimbursement policies and practices that could cause us and our partners to sell our products at lower prices, and impact access to our and our partners’ products, resulting in less revenue to us.
Any of theour proprietary or collaboration products that have been, or in the future are, approved by the FDA may be purchased or reimbursed by state and federal government authorities, private health insurers and other organizations, such as health maintenance organizations and managed care organizations. Such third party payors increasingly challenge pharmaceutical product pricing. The trend toward managed healthcare in the U.S., the growth of such organizations, and various legislative proposals and enactments to reform healthcare and government insurance programs, including the Medicare Prescription Drug Modernization Act of 2003, could significantly influence the manner in which pharmaceutical products are prescribed and purchased, resulting in lower prices and/or a reduction in demand. Such cost containment measures and healthcare reforms could adversely affect our ability to sell our product and our partners’ ability to sell their products.
In March 2010,the U.S., our business may be impacted by changes in federal reimbursement policy resulting from executive actions, federal regulations, or federal demonstration projects. For example, in May 2018, the U.S. adoptedpresidential administration released a drug pricing “blueprint” and requested public comment on an array of policy ideas intended to increase competition, improve the Patient Protectionnegotiating power of the federal government, reduce drug prices and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (the PPACA).lower patient out-of-pocket costs. This law substantially changes the way healthcare is financed by both governmental and private insurers, and significantly impacts the pharmaceutical industry. The PPACA containsblueprint includes a number of provisions that are expectedpolicy ideas with the potential to significantly impact, whether individually or collectively, our businessindustry. Such proposals include moving coverage and operations, in some cases in ways we cannot currently predict. Changes that may affect our business include those governing enrollment in federal healthcare programs, reimbursement changes, fraud and abuse and enforcement. These changes will impact existing government healthcare programs and will result in the development of new programs, includingfor Medicare payment for performance initiatives and improvements to the physician quality reporting system and feedback program.
Additional provisions of the PPACA may negatively affect our revenues in the future. For example, the PPACA imposes a non-deductible excise tax on pharmaceutical manufacturers or importers that sell branded prescriptionPart B drugs to U.S. government programs that we believe will impact our revenues from our products. In addition, as part of the PPACA’s provisions closing a funding gap that currently exists in theinto Medicare Part D, prescription drugand instituting a competitive acquisition program we will also be requiredfor Part B drugs in which competing third-party vendors take on the financial risk of acquiring drugs and billing Medicare.
Since that time, the federal administration and/or agencies, such as CMS, have announced a number of demonstration projects, recommendations and proposals to provide a 50% discount on branded prescription drugs dispensed to beneficiaries under this prescription drug program. Recently, Congress and the new administration have proposed and takenimplement various steps to revise, or delay implementation of, various aspects of the Heathcare Reform Act. We expect that the PPACA, as it may be amended, and other healthcare reform measures that may be adoptedelements described in the futuredrug pricing blueprint. CMS, the federal agency responsible for administering Medicare and overseeing state Medicaid programs and Health Insurance Marketplaces, has substantial power to implement policy changes or demonstration projects that can quickly and significantly affect how drugs, including our products, are covered and reimbursed. For example, in October 2018, President Trump announced that CMS was evaluating a pilot program proposed to initially cover fifty percent of spending on Part B single-source drugs referred to as the “International


Price Index” that would, among other things, set the Medicare payment amount for such single-source drugs to more closely align with international drug prices.
In this dynamic environment, we are unable to predict which or how many federal policy, legislative or regulatory changes may ultimately be enacted, to the extent federal government initiatives decrease or modify the coverage or reimbursement available for our or our partners’ products, limit or impact our decisions regarding the pricing of biopharmaceutical products or otherwise reduce the use of our or our partners’ U.S. products, such actions could have a material adverse effect on our industry generallybusiness and on our ability to maintain or increase our product sales or successfully commercialize our product candidates and could limit or eliminate our future spending on development projects.


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results of operations.
Furthermore, individual states are considering proposed legislation and have become increasingly aggressive in passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access, importation from other countries and bulk purchasing. Legally mandated price controls on payment amounts by third party payors or other restrictions could negatively and materially impact our revenues and financial condition. We anticipate that we will encounter similar regulatory and legislative issues in most other countries outside the U.S.
We also face risks relating to the reporting of pricing data that affects the reimbursement of and discounts provided for our products. Government price reporting regulations are complex and may require a manufacturer to update certain previously submitted data. If our submitted pricing data are incorrect, we may become subject to substantial fines and penalties or other government enforcement actions, which could have a material adverse effect on our business and results of operations. In addition, as a result of restating previously reported price data, we also may be required to pay additional rebates and provide additional discounts.
We face intense competition and rapid technological change that could result in the development of products by others that are competitive with or superior to our proprietary and collaboration products, including those under development.
Our proprietary and collaboration products have numerous competitors in the U.S. and abroad including, among others, major pharmaceutical and specialized biotechnology firms, universities and other research institutions that have developed competing products. Many of these competitors have substantially more resources and product development, manufacturing and marketing experience and capabilities than we do. The competitors for Hylenexrecombinant include, but are not limited to, Valeant Pharmaceuticals International, Inc.’s FDA-approved product, Vitrase®, an ovine (ram) hyaluronidase, and Amphastar Pharmaceuticals, Inc.’s product, Amphadase®, a bovine (bull) hyaluronidase. For our PEGPH20 product candidate,ENHANZE technology, such competitors may include major pharmaceutical and specialized biotechnology firms. These competitors may develop technologies and products that are more effective, safer, or less costly than our current or future proprietary and collaboration products and product candidates or that could render our and our partners’ products, technologies and product candidates obsolete or noncompetitive. Many of these competitors have substantially more resources and product development, manufacturing and marketing experience and capabilities than we do. In addition, many of our competitors have significantly greater experience than we do in undertaking preclinical testing and clinical trials of pharmaceutical product candidates and obtaining FDA and other regulatory approvals of products and therapies for use in healthcare.
Item 1B.Unresolved Staff Comments
None.
Item 2.Properties
Our administrative offices and research facilities are currently located in San Diego, California. We leaseDuring 2019 we leased an aggregate of approximately 76,00080,000 square feet of office and research space, for a monthly rent expense ofwhich we plan to reduce to approximately $145,000, net of costs and property taxes associated with the operation and maintenance of the subleased facilities. In addition, we have a satellite office in South San Francisco, California, where we lease approximately 10,00048,000 square feet of office space for a monthly rent expense of approximately $26,000.subsequent to our November 2019 restructuring. We believe the current space isour facilities are adequate for our immediatecurrent and near-term needs.
Item 3.Legal Proceedings
From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position.
Item 4.Mine Safety Disclosures
Not applicable.


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PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the NASDAQ Global Select Market under the symbol “HALO.” The following table sets forth the high and low closing sales prices per share of our common stock during each quarter of the two most recent fiscal years:
  2016 2015
  High Low High Low
First Quarter 
$17.51
 
$6.96
 
$16.55
 
$9.47
Second Quarter 
$12.33
 
$7.70
 
$22.85
 
$13.91
Third Quarter 
$12.75
 
$8.43
 
$25.25
 
$12.80
Fourth Quarter 
$14.38
 
$8.18
 
$18.65
 
$12.80
On February 22, 2017, the closing sales price of our common stock on the NASDAQ Global Select Market was $12.07 per share. As of February 22, 2017,14, 2020, we had approximately 19,90019,877 stockholders of record and beneficial owners of our common stock.
Dividends
We have never declared or paid any dividends on our common stock. We currently intend to retain available cash for funding operations;operations and stock repurchases; therefore, we do not expect to pay any dividends on our common stock in the foreseeable future. In addition, the provisions of our borrowing arrangements limit, among other things, our ability to pay dividends and make certain other payments. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contract restrictions, business prospects and other factors our board of directors may deem relevant.

Purchase of Equity Securities by the Issuer
In November, 2019, we announced that the Board of Directors authorized the initiation of a capital return program to repurchase up to $550.0 million of outstanding common stock a three-year period.
In November 2019, we repurchased approximately 8.1 million shares of common stock concurrently with the Convertible Note in privately negotiated transactions for $143.1 million and 0.4 million shares of common stock in open market purchases for $6.9 million. Also in November 2019, we entered into an Accelerated Share Repurchase (ASR) agreement with Bank of America to repurchase $50.0 million of common stock. At inception, pursuant to the agreement, we took an initial delivery of 2.1 million shares. In February 2020, we finalized the transaction and received an additional 0.5 million shares.

Period Total Number of Shares Purchased Weighted-Average Price paid per share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares That May Yet Be purchased under the Programs
October 1, 2019 through October 31, 2019 
 $
 
 $
November 1, 2019 through November 30, 2019 8,464,093
 $17.72
 8,464.093
 $400,002
December 1, 2019 through December 31, 2019 
 $
 
 $
         
Accelerated share repurchases 2,629,754
 $19.01
 2,629,754
 $350,002
         
Total 11,093,847
 
 11,093.847
 

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Stock Performance Graph and Cumulative Total Return
Notwithstanding any statement to the contrary in any of our previous or future filings with the SEC, the following information relating to the price performance of our common stock shall not be deemed to be “filed” with the SEC or to be “soliciting material” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and it shall not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
The graph below compares Halozyme Therapeutics, Inc.’s cumulative five-year total shareholder return on common stock with the cumulative total returns of the NASDAQ Composite Index and the NASDAQ Biotechnology Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from December 31, 20112014 to December 31, 2016.2019. The historical stock price performance included in this graph is not necessarily indicative of future stock price performance.

perfrormancegraph.jpg


12/31/201112/31/201212/31/201312/31/201412/31/201512/31/201612/31/201412/31/201512/31/201612/31/201712/31/201812/31/2019
Halozyme Therapeutics, Inc.$100$71$158$101$182$104$100$180$102$210$152$184
NASDAQ Composite$100$117$165$189$202$220$100$107$116$151$147$200
NASDAQ Biotechnology$100$132$220$295$330$259$100$112$88$107$97$122


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Item 6.Selected Financial Data
The selected consolidated financial data set forth below as of December 31, 20162019 and 2015,2018, and for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, are derived from our audited consolidated financial statements included elsewhere in this report. This information should be read in conjunction with those consolidated financial statements, the notes thereto, and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The selected consolidated financial data set forth below as of December 31, 2014, 20132017, 2016 and 2012,2015, and for the years ended December 31, 20132016 and 2012,2015, are derived from our audited consolidated financial statements that are contained in reports previously filed with the SEC, not included herein.
Summary Financial Information
  Year Ended December 31,
Statement of Operations Data: 2019 2018 2017 2016 2015
  (in thousands, except for per share amounts)
Total revenues $195,992
 $151,862
 $316,613
 $146,691
 $135,057
Net (loss) income $(72,240) $(80,330) $62,971
 $(103,023) $(32,231)
Net (loss) income per share, basic $(0.50) $(0.56) $0.46
 $(0.81) $(0.25)
Net (loss) income per share, diluted $(0.50) $(0.56) $0.45
 $(0.81) $(0.25)
Shares used in computing net (loss) income per share, basic 144,329
 143,599
 136,419
 127,964
 126,704
Shares used in computing net (loss) income per share, diluted 144,329
 143,599
 139,068
 127,964
 126,704
  Year Ended December 31,
Statement of Operations Data: 2016 2015 2014 2013 
2012(4)
  (in thousands, except for per share amounts)
Total revenues $146,691
 $135,057
 $75,334
 $54,799
 $42,325
Net loss $(103,023) $(32,231) $(68,375) $(83,479) $(53,552)
Net loss per share, basic and diluted $(0.81) $(0.25) $(0.56) $(0.74) $(0.48)
Shares used in computing net loss per share, basic and diluted 127,964
 126,704
 122,690
 112,805
 111,077
 As of December 31, As of December 31,
Balance Sheet Data: 2016 2015 2014 2013 2012 2019 2018 2017 2016 2015
 (in thousands) (in thousands)
Cash and cash equivalents and available-for-sale marketable securities $204,981
 $108,339
 $135,623
 $71,503
 $99,501
 $421,262
 $354,526
 $469,214
 $204,981
 $108,339
Working capital $201,947
 $109,315
 $136,990
 $70,293
 $111,682
 $457,799
 $278,488
 $379,044
 $201,947
 $109,315
Total assets $261,515
 $181,789
 $165,977
 $101,793
 $134,728
 $565,874
 $440,248
 $519,945
 $261,515
 $181,789
Deferred revenue $44,618
 $53,223
 $54,634
 $53,143
 $43,846
 $5,259
 $9,255
 $60,865
 $44,618
 $53,223
Long-term debt, net $199,228
 $27,971
 $49,860
 $49,772
 $29,662
 $383,045
 $34,874
 $125,140
 $199,228
 $27,971
Total liabilities $293,996
 $138,790
 $124,625
 $121,783
 $85,875
 $474,109
 $191,361
 $311,579
 $293,996
 $138,790
Stockholders’ equity (deficit) $(32,481) $42,999
 $41,352
 $(19,991) $48,854
 $91,765
 $248,887
 $208,366
 $(32,481) $42,999



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Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation
In addition to historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including but not limited to risks described in the Part I, Item 1A, Risks Factors, and elsewhere in this Annual Report. References to “Notes” are Notes included in our Notes to Consolidated Financial Statements.
Overview
Halozyme Therapeutics Inc. is a biotechnologybiopharma technology platform company focused on developingthat provides innovative and commercializing novel oncology therapies.disruptive solutions with the goal of improving patient experience and outcomes. Our proprietary enzymes areenzyme rHUPH20 is used to facilitate the delivery of injected drugs and fluids, potentially enhancing the efficacy and the convenience of other drugs or can be used to alter tissue structures for potential clinical benefit.fluids. We exploit our technology and expertise using a two pillar strategy that we believe enables us to manage risk and cost by: (1) developing our own proprietary products in therapeutic areas with significant unmet medical needs, with a focus on oncology, and (2) licensinglicense our technology to biopharmaceutical companies to collaboratively develop products that combine our ENHANZE® drug delivery technology with the collaborators’ proprietary compounds.
The majority of ourOur approved product and our collaborators’ approved products and product candidates are based on rHuPH20, our patented recombinant human hyaluronidase enzyme. Our proprietary development pipeline consists primarily of pre-clinicalrHuPH20 is the active ingredient in our first commercially approved product, Hylenex® recombinant, and clinical stage product candidates in oncology. Our lead oncology program is PEGPH20 (PEGylated recombinant human hyaluronidase)it works by breaking down hyaluronan (or HA), a molecular entity we are developingnaturally occurring carbohydrate that is a major component of the extracellular matrix in combination with currently approved cancer therapiestissues throughout the body such as a candidateskin and cartilage. This temporarily increases dispersion and absorption allowing for the systemic treatmentimproved subcutaneous delivery of tumors that accumulate HA. We have demonstrated that when HA accumulates in a tumor, it can cause higher pressure in the tumor, reducing blood flow into the tumorinjectable biologics, such as monoclonal antibodies and with that, reduced access of cancer therapies to the tumor. Through our effortsother large therapeutic molecules, as well as small molecules and efforts of our partners and collaborators, we are currently in Phase 2 and Phase 3 clinical testing for PEGPH20 with ABRAXANE® (nab-paclitaxel) and gemcitabine in stage IV pancreatic ductal adenocarcinoma (PDA) (Studies 109-202 and 109-301), in Phase 1b clinical testing for PEGPH20 with KEYTRUDA® (pembrolizumab) in non-small cell lung cancer and gastric cancer (Study 107-101) and in Phase 1b/2 clinical testing for PEGPH20 with HALAVEN® (eribulin) in patients treated with up to two lines of prior therapy for HER2-negative metastatic breast cancer.
fluids. We refer to the application of rHuPH20 to facilitate the delivery of other drugs or fluids as our ENHANZE® Technology. Drug Delivery Technology (ENHANZE). We license the ENHANZE Technologytechnology to form collaborations with biopharmaceutical companies that develop or market drugs requiring or benefiting from injection via the subcutaneous route of administration. In the development of proprietary intravenous (IV) drugs combined with our ENHANZE technology, data have been generated supporting the potential for ENHANZE to reduce treatment burden, as a result of shorter duration of subcutaneous (SC) administration. ENHANZE may enable fixed-dose SC dosing compared to weight-based dosing required for IV administration, and potentially allow for lower rates of infusion related reactions. Lastly, certain proprietary drugs co-formulated with ENHANZE have been granted additional exclusivity, extending the patent life of the product beyond the one of the proprietary IV drug.
We currently have ENHANZE collaborations with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (Roche), Baxalta US Inc. and Baxalta GmbH (Baxalta Incorporated was acquired by(now members of the Takeda group of companies, following the acquisition of Shire plc by Takeda Pharmaceutical Company Limited in June 2016)January 2019) (Baxalta), Pfizer Inc. (Pfizer), Janssen Biotech, Inc. (Janssen), AbbVie, Inc. (AbbVie), and Eli Lilly and Company (Lilly), Bristol-Myers Squibb Company (BMS), Alexion Pharma Holding (Alexion) and ARGENX BVBA (argenx). We receive royalties from two of these collaborations, including royalties from sales of one product approved in both the United States and outside the United States from the Baxalta collaboration and from sales of two products approved for marketing outside the United States from the Roche collaboration. Future potential revenues from the sales and/or royalties of our approved products, product candidates, and ENHANZE collaborations will depend on the ability of Halozyme and our collaborators to develop, manufacture, secure and maintain regulatory approvals for approved products and product candidates and commercialize product candidates.
On November 4, 2019, we announced that our HALO-301 Phase 3 clinical study evaluating PEGPH20 in combination with ABRAXANE and gemcitabine as a first-line therapy for treatment of patients with metastatic pancreatic cancer failed to reach the primary endpoint of overall survival. The study failed to demonstrate an improvement in overall survival compared to gemcitabine and nab-paclitaxel alone (11.2 months median overall survival compared to 11.5 months, HR=1.00, p=0.9692). Due to the results of the study, we halted development activities for PEGPH20, closed our oncology operations and implemented an organizational restructuring to focus our operations on ENHANZE.
We closed all ongoing oncology clinical studies including the Phase 3 clinical testing for PEGPH20 with ABRAXANE and gemcitabine in stage IV pancreatic ductal adenocarcinoma (“PDA”) (HALO-301) and the Phase 1b/2 clinical testing for PEGPH20 with Tecentriq in patients with cholangiocarcinoma and gall bladder cancer (HALO 110-101/MATRIX). The Roche -Genentech sponsored MORPHEUS PDA and gastric cancer studies closed the arms containing PEGPH20 to enrollment. All patients who were treated in PEGPH20 arms are off PEGPH20 treatment and are in follow up, per study protocol.



Our 20162019 and recent key accomplishments and events are as follows:
Clinical trialsIn November 2019, we entered into an Accelerated Share Repurchase (ASR) agreement with Bank of America to repurchase $50.0 million of common stock. At inception we took an initial delivery of 2.1 million shares. In February 2020, we finalized the transaction and received an additional 0.5 million shares.
In January 2017,November 2019, we completed the sale of $460.0 million aggregate principal amount of Convertible Senior Notes due 2024.
In November 2019, we announced toplinethe initiation of a capital return program, to repurchase up to $550.0 million of our outstanding common stock over a three-year period.
In November 2019, following the results fromof our HALO-301 study, we announced strategic actions to reposition the combined analysis of Stage 1 and Stage 2, and Stage 2 alone,Company with a focus solely on ENHANZE. Headcount will be reduced by approximately 55% or approximately 160 positions. Upon completion of the Halo 109-202 study, based onrestructuring and after recording all related one-time charges, we anticipate becoming a December 2016 data cutoff. Among the findings, the overall study population showed a statistically significant increase in progression-free survival (PFS)sustainably profitable company, beginning in the 84 total HA-High patients treated with PEGPH20 plus ABRAXANE and gemcitabine when compared to HA-High patients receiving ABRAXANE and gemcitabine alone. Stage 2second quarter of the study, which completed enrollment in February 2016, showed a 91 percent improvement in median PFS for HA-High patients in the PEGPH20 arm, 8.6 months compared to 4.5 months in the control arm, and achieved its primary endpoint to evaluate and demonstrate a reduction in the rate of TE events in the PEGPH20 arm.


34



2020.
In December 2016,November 2019, we identifiedannounced that our HALO-301 study, a dose of PEGPH20, namely 2.2 ug/kg, to move into the dose expansion phase of Study 107-101, thePhase 3 clinical study with KEYTRUDAevaluating PEGylated recombinant human hyaluronidase (PEGPH20) in combination with PEGPH20. We are now enrolling both NSCLCABRAXANE® (nab-paclitaxel) and gastricgemcitabine as a first-line therapy for treatment of patients with metastatic pancreatic cancer patients prospectively based onfailed to reach the primary endpoint of overall survival. The study failed to demonstrate an improvement in overall survival compared to gemcitabine and nab-paclitaxel alone (11.2 months median overall survival compared to 11.5 months, HR=1.00, p=0.9692).
In October 2019, Roche nominated a patient being determinednew undisclosed target to be HA-High.studied using ENHANZE technology, triggering a $10 million milestone payment.
In October 2019, BMS initiated a Phase 1 study for Relatlimab in combination with nivolumab and ENHANZE Technology.
In September 2019, Roche announced that the global Phase 3 FeDeriCa study met its primary endpoint. The FeDeriCa study investigated a fixed-dose combination of pertuzumab (Perjeta®) and trastuzumab (Herceptin®) for subcutaneous administration using Halozyme's ENHANZE drug delivery technology in combination with intravenous chemotherapy. The study results demonstrated non-inferior levels of Perjeta in the blood (pharmacokinetics) compared to standard intravenous (IV) infusion of Perjeta plus Herceptin and chemotherapy in patients with HER2-positive early breast cancer. The study also demonstrated that the safety profile of the fixed dose subcutaneous combination of Perjeta and Herceptin was consistent with the safety profile of Perjeta and Herceptin administered intravenously.
In August 2019, Roche initiated a Phase 1 study evaluating OCREVUS® (ocrelizumab) with ENHANZE Technology in subjects with multiple sclerosis.
In July 2016, we initiated2019, Janssen announced that it submitted a phase 1b/2 study with our partner, Eisai, Inc. (Eisai) exploring the combination of PEGPH20 and eribulin in patients treated with upBiological License Application (BLA) to two lines of prior therapy for HER2-negative HA-High metastatic breast cancer.
In March 2016, we dosed the first patient in the Phase 3 study of PEGPH20 (Halozyme Study 301) in previously untreated stage IV PDA HA-High patients.
In March 2016, our partner, Ventana Medical Systems, Inc. (Ventana), received approval for an investigational device exemption (IDE) with the U.S. Food and Drug Administration (FDA) for the companion diagnostic test we co-developedand an extension application to prospectively identify patients with high levels of HA.
ENHANZE collaborations
In December 2016, Janssen announced results of the Phase 1b clinical trial, which supported continued development of daratumumab with rHuPH20. Janssen has said it plans to initiate a Phase 3 study.
In November 2016, Pfizer discontinue development of rHuPH20 with rivipansel and with bocoizumab, and AbbVie discontinued development of rHuPH20 with HUMIRA.
In November 2016, the FDA accepted Genentech’s BLA for a subcutaneous formulation of rituximab for CLL and NHL. This is a co-formulation with rHuPH20, which is approved and marketed under the MabThera SC brand in countries outside the U.S.
In May 2016, Roche announced that the European Medicines Agency approved MabThera SC to treat(EMA) for the subcutaneous delivery of DARZALEX (daratumumab) for patients with chronic lymphocytic leukemia, demonstratingmultiple myeloma. Janssen’s regulatory submissions follow the expansionannouncement of ourpositive results from its phase 3 COLUMBA study, which investigated subcutaneously administered DARZALEX in comparison to intravenous DARZALEX in patients with relapsed or refractory multiple myeloma.
In July 2019, argenx dosed the first subject in a phase 1 clinical trial evaluating the safety, pharmacokinetics and pharmacodynamics of efgartigimod (ARGX-113), using ENHANZE Technology intotechnology, triggering a new indication.$5.0 million milestone payment.
In June 2019, we announced a Cooperative Research and Development Agreement (CRADA) with the National Institute of Allergy and Infectious Diseases’ Vaccine Research Center (VRC), part of National Institute of Health, enabling the VRC’s use of ENHANZE technology to develop subcutaneous formulations of broadly neutralizing antibodies (bnAbs) against HIV for HIV treatment.
In May 2016, Baxalta announced that HYQVIA received a marketing authorization from the European Commission for a pediatric indication, which is being launched in eight European countries to treat primary and certain secondary immunodeficiencies.
In March 2016, Lilly and Pfizer each2019, argenx nominated a newsecond target to be studied using ENHANZE technology, a human complement factor C2 associated with ENHANZE Technology,the product candidate ARGX-117, which is being developed to treat severe autoimmune diseases, triggering $9.5a $10.0 million in milestone payments. payment.


In February 2016, Pfizer dosed the first patient in a Phase 1 clinical trial evaluating subcutaneous delivery of bococizumab with ENHANZE Technology, triggering a $1.0 million milestone payment.
Clinical collaborations
In November 2016,2019, we entered into an agreement withannounced that Genentech, a member of the Roche Group, to collaborate on clinical studies evaluating up to eight different tumor types, beginning in 2017. The first study will bereceived approval from the FDA for Herceptin Hylecta™ (trastuzumab and hyaluronidase-oysk), a Phase 1b/2 open-label, multi-arm, randomized global study, led by Genentech to evaluate their cancer immunotherapy Tecentriq® (atezolizumab), an anti-PD-L1 monoclonal antibody, in combination with PEGPH20 in up to six tumor types. Halozyme will supply drug onlyco-formulation of trastuzumab and rHuPH20 marketed as Herceptin SC outside of the U.S. Herceptin Hylecta is approved for the Genentech study. This study will have an initial focus on gastrointestinal malignancies, including pancreatictreatment of certain people with HER2-positive early breast cancer and gastric cancers. The second study willis a ready-to-use formulation that can be a Phase 1b open-label randomized study led by Halozymeadministered in two to assess Tecentriqfive minutes, compared to 30 to 90 minutes for intravenous trastuzumab. In April 2019, Roche made Herceptin Hylecta available in combination with PEGPH20 and chemotherapy in advanced or metastatic biliary and gallbladder cancers.the U.S.
In October 2016, weFebruary 2019, Janssen’s development partner, Genmab, announced that PEGPH20 willpositive Phase 3 trial results from the COLUMBA study evaluating subcutaneous DARZALEX® in comparison to DARZALEX IV in patients with relapsed and refractory multiple myeloma. DARZALEX SC (utilizing ENHANZE technology) was found to be included in a pancreatic cancer clinical trial initiative called Precision Promise, an initiative that aimsnon-inferior to changeDARZALEX IV with regard the current treatment approach to pancreatic cancer by offering options to patients based on the molecular profileco-primary endpoints of their tumor. This is being accomplished through the Pancreatic Cancer Action Network leading a collaboration that brings together clinicians, researchers,Overall Response Rate and drug developers. Pancreatic Cancer Action Network has announced plans to begin enrolling patients at 12 initial consortium sites in Spring 2017.


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FinancingMaximum Trough concentration.
In June 2016,February 2019, we entered into a newan agreement with Oxford Finance LLCargenx for the right to develop and Silicon Valley Bank to borrow $55.0 million,commercialize one exclusive target, the human neonatal Fc receptor FcRn, which replaces our previous agreementincludes argenx's lead asset efgartigimod (ARGX-113), and provides Halozyme thean option to borrowselect two additional targets using our ENHANZE technology for an additional $15.0upfront payment of $30.0 million. We will receive payments of $10.0 million in 2017.per target for future target nominations and potential milestone payments of up to $160.0 million per target, subject to the achievement of specific development, regulatory and sales-based milestones. We will receive mid-single digit royalties on sales of commercialized products.
In January 2016, through our wholly-owned subsidiary, Halozyme Royalty, we received a $150.0 million loan secured by future royalties received from our collaborations with Roche and Baxalta.














Results of Operations
Comparison of Years Ended December 31, 2016, 20152019 and 20142018
Royalties Royalty revenue was $69.9 million in 2019 compared to $79.0 million in 2018 . The decrease was mainly driven by lower sales of Herceptin SC by Roche, partially offset by higher sales of RITUXAN HYCELA in the U.S. by Roche and higher sales of HyQvia by Baxalta. In general, we expect royalty revenue to decline in the near term prior to our next ENHANZE partner product launch, primarily attributable to the ongoing impact from biosimilars in Europe.
Product Sales, Net
Product Sales, Net Product sales, net were as follows (in thousands):
 Year Ended December 31,
 2016 Change 2015 Change 2014 2019 2018 Dollar ChangePercentage Change
Sales of bulk rHuPH20:                 
Janssen $31,956
 $2,510
 29,446
1,173%
Roche $24,786
 9% $22,773
 (3)% $23,523
 6,963
 6,767
 196
3%
Baxalta 11,117
 73% 6,410
 n/a
 
 5,657
 1,820
 3,837
211%
Other 1,332
 73% 772
 (33)% 1,146
 3,709
 1,632
 2,077
127%
Sales of ENHANZE drug product 768
 460
 308
67%
Sales of Hylenex
 16,157
 
 16,127
 23 % 13,154
 16,995
 15,045
 1,950
13%
Total product sales, net $53,392
 16% $46,082
 22 % $37,823
 $66,048
 $28,234
 $37,814
134%
Product sales, net increased $37.8 million in 20162019 compared to 20152018, primarily due to an increase in the salessale of bulk rHuPH20 to Baxalta and Roche. Product sales, net increasedJanssen, in 2015 compared to 2014 dueaddition to an increase in the sales of bulk rHuPH20 to Baxalta and an increase in sales of Hylenex.Hylenex. We expect that product sales of bulk rHuPH20 and ENHANZE drug product will fluctuate in future periods based on the needs of our collaborators and we may have periods of flat or declining revenue as our collaborators manage their inventories of bulk rHuPH20.collaborators. We expect that future product sales of Hylenex willto be flat oras we experience modest growth.market growth offset by competition for market share.
Royalties Royalty revenue was $51.0 million in 2016 compared to $31.0 million in 2015 and $9.4 million in 2014. The increases relate to increased sales of Herceptin SC and MabThera SC by Roche and increased sales of HYQVIA by Baxalta. We recognize royalties on sales of the collaboration products by the collaborators in the quarter following the quarter in which the corresponding sales occurred. In general, we expect royalty revenue to increase in future periods reflecting expected increases in sales of collaboration products, although we may have periods with flat or declining royalty revenue as sales of products under collaborations vary.


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Revenues Under Collaborative Agreements Revenues under collaborative agreements for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands):
  2016 Change 2015 Change 2014
Upfront payments, license maintenance fees and amortization of deferred upfront, license fees and product-based payments:

          
Lilly $8,000
 (68)% $25,000
 n/a
 $
AbbVie 6,000
 (74)% 23,000
 n/a
 
Roche 3,328
 2% 3,269
 8% 3,028
Pfizer 2,500
 25% 2,000
 100% 1,000
Baxalta 765
 
 765
 
 765
Janssen 250
 n/a
 
 (100)% 15,000
  20,843
 (61%) 54,034
 173% 19,793
Reimbursements for research and development services:          
Roche 18,700
 632% 2,556
 (63%) 6,923
Janssen 2,051
 146 % 834
 n/a
 
Baxalta 386
 32% 292
 (76%) 1,209
Other 335
 18% 284
 76% 161
  21,472
 441% 3,966
 (52%) 8,293
Total revenues under collaborative agreements $42,315
 (27%) $58,000
 107% $28,086
  Year Ended December 31,
  2019 2018 Dollar ChangePercentage Change
Upfront license fees, license fees for the election of additional targets, event-based payments, license maintenance fees and amortization of deferred upfront and other license fees:       
argenx $45,000
 
 $45,000
100 %
Roche 10,000
 31,000
 (21,000)(68)%
Other 3,500
 11,336
 (7,836)(69)%
Subtotal 58,500
 42,336
 16,164
38 %
Reimbursements for research and development services: 1,545
 2,311
 (766)(33)%
Total revenues under collaborative agreements $60,045
 $44,647
 $15,398
34 %
In 2016, we recognized $8.0Revenue from license fees increased $16.2 million in license fee revenue2019, compared to 2018 mainly due to $45.0 million recognized in connection with the Lillyargenx Collaboration in 2019, offset by a reduction of milestones earned from other collaboration agreements. Revenue from upfront licenses fees, license fees for the election of additional targets, license maintenance fees and $6.0 million inother license fee revenue in connection with the AbbVie Collaboration related to target nominations. In 2015, we recognized $25.0 million in license fee revenue in connection with the Lilly Collaborationfees and $23.0 million in license fee revenue in connection with the AbbVie Collaboration related to upfront payments. In 2014, we recognized $15.0 million in license fee revenue in connection with the Janssen Collaboration upfront payment. These revenuesevent-based payments vary from period to period based on our ENHANZE collaboration activity. We expect the non-reimbursementthese revenues under our collaborative agreements to continue to fluctuate in future periods based on our collaborators’ abilitiesability to meet various clinical and regulatory milestones set forth in such agreements and our abilities to obtain new collaborative agreements.
Revenue from reimbursements for research and development services increased in 2016 compared to 2015 mainly due to an increase in services provided to Roche related to work associated with bringing on-line a second contract manufacturing facility. The validation of the new facility is scheduled to end in 2017 and therefore we expect to see a decrease in research and development services to Roche in 2017.


Revenue from reimbursements for research and development services decreased in 20152019, compared to 2014the same period in 2018 mainly due to a decrease in reimbursements for manufacturing services provided to support the launches by RocheJanssen and Baxalta, compared to the same period in 2014.Roche. Research and development services rendered by us on behalf of our collaborators are at the request of the collaborators; therefore, the amount and timing of future revenues related to reimbursable research and development services is uncertain.
Cost of Product SalesCost of product sales increasedwere $45.5 million in 20162019 compared to 2015 by $4.0$10.1 million or 14%, due to a $5.8in 2018. The increase of $35.4 million increase in cost of product sales of bulk rHuPH20 sold to collaboration partners partially offset by a $1.8 million decrease in Hylenex recombinant cost of product sales,was mainly due to a decreasean increase in manufacturing costs. Cost of product sales increased in 2015 compared to 2014 by $6.5 million, or 29%, primarily due to the increased product sales of bulk rHuPH20 for HYQVIA.to Janssen. There were $1.5 million of costs of bulk rHuPH20 and ENHANZE drug product sales in 2019 that were previously expensed as research and development.


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Research and Development Research and development expenses consist of external costs, salaries and benefits and allocation of facilities and other overhead expenses related to research manufacturing, clinical trials, preclinical and regulatory activities. Research and development expenses incurred for the years ended December 31, 2016, 2015 and 2014were as follows (in thousands):
 Year Ended December 31, 
 2016 Change 2015 Change 2014 2019 2018 Dollar ChangePercentage Change
Programs                 
Product Candidates:          
PEGPH20 $108,102
 43% $75,616
 117 % $34,857
 $103,150
 131,064
 $(27,914)(21)%
Restructuring 17,201
 
 17,201
100 %
ENHANZE collaborations and rHuPH20 platform 30,398
 189% 10,514
 (17)% 12,606
 18,896
 17,242
 1,654
10 %
Other 12,342
 74% 7,106
 (78)% 32,233
 1,584
 1,946
 (362)(19)%
Total research and development expenses $150,842
 62% $93,236
 17 % $79,696
 $140,831
 $150,252
 $(9,421)(6)%
Research and development expenses relating to our PEGPH20 program in 2016 increasedprograms for 2019 decreased by 43%21%, compared to 2015the same period in 2018, primarily due to increaseddecreased clinical trial activities resulting from the completion of enrollment of HALO-301 in December 2018 and decreased clinical trial activities related to the close out of the HALO-202 study and the HALO 107-101 study, partially offset by an increase in clinical trial activities in Study 109-301, Study 107-101the HALO 110-101/MATRIX study. On November 4, 2019, we announced that the HALO-301 clinical study failed to reach the primary endpoint of overall survival. As a result, we halted development activities for PEGPH20, closed our oncology operations and began the Eisai Clinical Collaboration. Researchclose out process for all our clinical trials. We began to implement an organizational restructuring to focus our operations solely on ENHANZE, which will result in a reduction in research and development expenses relatingin the near term. In the fourth quarter of 2019 we incurred restructuring and other one-time charges of $17.2 million, of which $12.0 million related to our PEGPH20 program in 2015 increased by 117%, comparedpersonnel costs and $5.2 million related to 2014 primarily dueasset impairments and contract cancellations. Refer to increased clinical trial activities in Study 109-202. We expect these expensesNote 13 to increase in future periods due to expected increases in our PEGPH20 development activities. the Financial Statements for further details on the organizational restructuring.
Research and development expenses relating to our ENHANZE collaborations and our rHuPH20 platform in 2016for 2019 increased by 189%10%, compared to 2015,2018, primarily due to increased costs to support new partners and targets related to our ENHANZE collaboration activity, partially offset by a $17.0 milliondecrease in support for one-time partner research and development projects. We expect research and development expenses relating to our ENHANZE collaborations and our rHuPH20 platform to increase in the near term as the rHuPH20 platform is burdened with a higher allocation of overhead costs. The rHuPH20 platform includes research, development and manufacturing expenses related to Roche. The increase in Roche manufacturingour proprietary rHuPH20 enzyme. These expenses was primarily duewere not designated to work associated with bringing on-line a second contract manufacturing facility. As we plan to complete validation ofspecific program at the new manufacturing facility in 2017, we expect thesetime the expenses to decrease. Research and development expenses related to other programs in 2016 increased by 74% compared to 2015 primarily due to expenses incurred in our preclinical product programs. Research and development expenses related to other programs in 2015 decreased by 78% compared to 2014, primarily relating to the discontinuation of our ultrafast insulin program in 2015.were incurred.
Selling, General and Administrative Selling, general and administrative (SG&A) expenses increasedwere $77.3 million in 20162019 compared to 2015 by $5.8$60.8 million in 2018. The increase of $16.5 million, or 15%27%, and increased in 2015 compared to 2014 by $4.1 million, or 11%,was primarily due to increasesan increase in compensation expense, from higher average headcount. We expect SG&Aincluding stock compensation, and an increase in commercial expenses related to increase moderately in future periodsmarket research and educational activities as we prepared for a potential commercial launch of PEGPH20. On November 4, 2019, we announced that the HALO-301 clinical study failed to reach the primary endpoint of overall survival. As a result, we halted development activities for PEGPH20, closed our oncology operations and began to implement an organizational restructuring to focus our operations expand.solely on ENHANZE, which will result in a reduction in commercialization activities and compensation expense in the near term. In the fourth quarter of 2019 we incurred restructuring and other one-time charges of $11.2 million, of which $7.5 million related to personnel costs


and $3.7 million related to asset impairments and contract cancellations. Refer to Note 13 to the Financial Statements for further details on the organizational restructuring.
Interest ExpenseInterest expense includedwas $11.6 million in 2019 compared to $18.0 million in 2018. The decrease of $6.4 million was primarily due to a decrease in the Royalty-backed Loan principal balance, offset by an increase in $0.7 million of interest expense and amortization of the debt discount related to the long-term debt. Interest expense increased by $14.8 million in 2016 asConvertible Notes.
Income Taxes Income tax benefit was $11 thousand for 2019, compared to 2015, primarily due to interest expense incurred on the Royalty-backed Loan we received in January 2016. Interest expense decreased by $0.4 million in 2015 as compared to 2014.
Income Tax Expense Incomeincome tax expense of $1.2$0.5 million for 2018 due to a decrease in 2016estimated state taxes. The 2018 amount was comprised primarily of state income tax. The U.S. federal alternative minimum tax.AMT was eliminated via the Tax Cuts and Jobs Act that was enacted on December 22, 2017. The AMT credit carryovers will be used to offset regular tax liability for any taxable year beginning after 2017. If not utilized before 2022, any remaining AMT credit carryforward amount is fully refundable. The remaining AMT credit carryforward of $1.7 million was recognized as a deferred tax asset at December 31, 2018 as realization is certain. For the year ended December 31, 2016,2018, we generated taxable income in the U.S., which was partially offset by utilizing net operating losses carried forward from earlier years. No income tax expense was recognized during
Comparison of Years Ended December 31, 2018 and 2017
For discussion related to changes in financial condition and the yearsresults of operations for fiscal year 2018 compared to fiscal year 2017, refer to Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and 2014. During2018, which was filed with the fourth quarter of 2016, we established a new Swiss subsidiary, Halozyme Switzerland GmbH (Halozyme Switzerland). Halozyme Switzerland is party to a tax ruling providing that the total Swiss income tax rate will not exceed 10% through December 2026.


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SEC on February 21, 2019.
Liquidity and Capital Resources
Our principal sources of liquidity are our existing cash, cash equivalents and available-for-sale marketable securities. As of December 31, 2016,2019, we had cash, cash equivalents and marketable securities of approximately $205.0$421.3 million. We will continueOn November 4, 2019, we announced a significant workforce reduction and our intention to have significant cash requirements to support product development activities. The amountsolely focus on ENHANZE. Upon completion of the restructuring and timingafter recording all related one-time charges, we anticipate becoming a sustainably profitable company, beginning in the second quarter of cash requirements will depend on the progress and success of our clinical development programs, regulatory and market acceptance, and the resources we devote to research and commercialization activities. The amount of cash on hand will depend on the progress of various preclinical and clinical programs, the timing of our manufacturing scale-up and the achievement of various milestones and royalties under our existing collaborative agreements.2020.
We believe that our current cash, cash equivalents and marketable securities will be sufficient to fund our operations for at least the next twelve months. We expect to fund our operations going forward with existing cash resources, anticipated revenues from our existing collaborations and cash that we may raise through future transactions. We may raise cash through any one of the following financing vehicles: (i) the public offering of securities; (ii) new collaborative agreements; (iii)(ii) expansions or revisions to existing collaborative relationships; (iv)(iii) private financings; (v)(iv) other equity or debt financings; (v) monetizing assets; and/or (vi) monetizing assets.the public offering of securities.
We are a “well known seasoned issuer”,In May 2017, we completed an underwritten public offering pursuant to which allows us to file an automatically effective shelf registration statement on Form S-3 which would allow us, from time to time, to offerwe sold 11.5 million shares of common stock, generating $134.9 million in net proceeds, after deducting underwriting discounts and sell equity, debt securitiescommissions and warrants to purchase any of such securities, either individually or in units.other offering expenses. We may, in the future, offer and sell additional equity, debt securities and warrants to purchase any of such securities, either individually or in units to raise capital to fund the continued development of our product candidates, the commercialization of our productsraise funds for additional working capital, capital expenditures, share repurchases, acquisitions or for other general corporate purposes.
Our existing cash, cash equivalents and marketable securities may not be adequate to fund our operations until we become profitable, if ever. We cannot be certain that additional financing will be available when needed or, if available, financing will be obtained on favorable terms. If we are unable to raise sufficient funds, we may need to delay, scale back or eliminate some or all of our research and development programs, delay the launch of our product candidates, if approved, and/or restructure our operations. If we raise additional funds by issuing equity securities, substantial dilution to existing stockholders could result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations, the issuance of warrants that may ultimately dilute existing stockholders when exercised and covenants that may restrict our ability to operate our business.
Cash Flows
Operating Activities
Net cash used in operations was $50.4$85.4 million in 20162019 compared to $37.1$49.5 million in 2015.2018. The $13.3$35.9 million increase in utilization of cash in operations was mainly due to an increase in operating lossesworking capital spend in 2019 compared to the corresponding period in the prior year, partially offset by the timing of the collection of accounts receivable.
Net cash used in operations was $37.1 million in 2015 compared to $47.5 million in 2014. The $10.4 million decrease in utilization of cash in operations resulted from lower operating losses, mainly due to an increase ofin cash received related to the argenx license fees and royalties from our collaborators offset in part by increased spending on our R&D programs. Our lower operating losses were offset by increases in working capital including accounts receivable, prepaid expenses and inventory, offset by increases in accounts payable.of $40.0 million.



Investing Activities
Net cash used in investing activities was $76.8$5.5 million in 20162019 compared to $2.5 million net cash provided of $5.9 millionby investing activities in 2015 and2018. The increase in net cash used of $33.0 million in 2014. The change in 2016 compared to 2015investing activities was primarily due to net purchasesan increase in purchase of marketable securities using the proceeds from the Royalty-backed Loan. The change in 2015 compared to 2014 was primarily due to net sales2019, offset by a decrease in purchase of marketable securities to fund operations in 2015 compared to net purchases of marketable securities during 2014 using the proceeds from issuing shares of our common stock.


39



property and equipment.
Financing Activities
Net cash provided by financing activities was $150.6$153.2 million in 20162019, compared to $13.1net cash used in financing activities of $63.8 million in 2015 and $114.5 million in 2014. Net cash provided by financing activities in 2016 consisted primarily of net proceeds of $148.0 million from2018, mainly due to the Royalty-backed Loan and $55.0 million from a new Oxford and SVB Loan, partially offset by principal payments and a final payment of $54.3 million on a previously existing Oxford and SVB Loan. Net cash provided by financing activities in 2015 consisted of $13.1 million in net proceeds from options exercised. Net cash provided by financing activities in 2014 consistedissuance of $107.7the Convertible Notes of $447.4 million and a $0.5 million increase in net proceeds from the issuance of common stock under equity incentive plans, offset by an increase in the amount long-term debt repayment of $30.6 million due to the settlement of our loan with Oxford Finance and SVB and the repurchase of shares of $200.0 million in 2019.
Share Repurchases
The Board of Directors approved a share repurchase program, pursuant to which we may repurchase our issued and outstanding shares of common stock from time to time. The Company retired the repurchased shares. See Note 8. Stockholders’ Equity, within the notes to the consolidated financial statements for additional information regarding our share repurchases.
Long-Term Debt
Convertible Notes
In November 2019, we completed the sale of $460.0 million in aggregate principal amount of 1.25% Convertible Senior Notes due in 2024 (Convertible Notes) in a private placement to qualified institutional buyers. We received net proceeds from the offering of approximately $447.4 million. We used $200.0 million of the net proceeds from the offering to repurchase shares of our common stock, including approximately $143.1 million to repurchase approximately 8.1 million shares of common stock concurrently with the offering in February 2014 and $6.8privately negotiated transactions, $6.9 million in open market purchases and $50.0 million to repurchase approximately 2.6 million shares of common stock through an accelerated share repurchase agreement.
We used approximately $26.1 million of the net proceeds from the offering to repay all outstanding amounts under our loan agreement with Oxford Finance and Silicon Valley Bank and intend to use the remainder of the net proceeds for general corporate purposes, including additional share repurchases subsequent to the offering, and working capital.
The Convertible Notes will pay interest semi-annually in arrears on June 1st and December 1st of each year, beginning on June 1, 2020, at an annual rate of 1.25% and will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at our election, based on the applicable conversion rate at such time. The Convertible Notes are general unsecured obligations and will rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the Convertible Notes, will rank equally in right of payment with all existing and future liabilities that are not so subordinated, will be effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries.
Holders may convert their Convertible Notes at their option exercises.only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on Company’s common stock, as described in the offering memorandum; (4) if we call such notes for redemption; and (5) at any time from, and including, June 1, 2024 until the close of business on the scheduled trading day immediately
Long-Term Debt

before the maturity date of December 1, 2024. The Convertible Notes will be convertible, regardless of the foregoing circumstances, at any time from, and including, June 1, 2024 until the close of business on the scheduled trading day immediately preceding the maturity date.
Upon conversion, we will pay or deliver, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the Convertible Notes will be 41.9208 shares of common stock per $1,000 in principal amount of Convertible Notes, equivalent to a conversion price of approximately $23.85 per share of our common stock. The conversion rate is subject to adjustment as described in the Indenture.
Royalty-backed Loan
In January 2016, through our wholly-owned subsidiary Halozyme Royalty LLC (Halozyme Royalty), we received a $150 million loan (the Royalty-backed Loan) pursuant to a credit agreement (the Credit Agreement) with BioPharma Credit Investments IV Sub, LP and Athyrium Opportunities II Acquisition LP (the Royalty-backed Lenders). Under the terms of the Credit Agreement, Halozyme Therapeutics, Inc. transferred to Halozyme Royalty the right to receive royalty payments from the commercial sales of ENHANZE products owed under the Roche Collaboration and Baxalta Collaboration (Collaboration Agreements). The royalty payments from the Collaboration Agreements will be used to repay the principal and interest on the loan (the Royalty Payments).  The Royalty-backed Loan bears interest at a per annum rate of 8.75% plus the three-month LIBOR rate. The three-month LIBOR rate is subject to a floor of 0.7% and a cap of 1.5%. The interest rate as of December 31, 20162019 was 9.71%10.25%. The outstanding balance of the Royalty-backed Loan net of unamortized discount as of December 31, 20162019 was $161.8 million, inclusive of payment-in-kind interest expense of $13.2 million and net of unamortized debt discount of $1.4$19.5 million.
The Credit Agreement provides that none of the Royalty Payments arewere required to be applied to the Royalty-backed Loan prior to January 1, 2017, 50% of the Royalty Payments arewere required to be applied to the Royalty-backed Loan between January 1, 2017 and January 1, 2018 and thereafter all Royalty Payments must be applied to the Royalty-backed Loan. However, the amounts available to repay the Royalty-backed Loan are subject to caps of $13.75 million per quarter in 2017, $18.75 million per quarter in 2018, $21.25 million per quarter in 2019 and $22.5 million per quarter in 2020 and thereafter. Amounts available to repay the Royalty-backed Loan will be applied first, to pay interest and second, to repay principal on the Royalty-backed Loan. Any accrued interest that is not paid on any applicable quarterly payment date, as defined, will be capitalized and added to the principal balance of the Royalty-backed Loan on such date. Halozyme Royalty will be entitled to receive and distribute to Halozyme any Royalty Payments that are not required to be applied to the Royalty-backed Loan or which are in excess of the foregoing caps.
The final maturity date of the Royalty-backed Loan will be the earlier of (i) the date when principal and interest is paid in full, (ii) the termination of Halozyme Royalty’s right to receive royalties under the Collaboration Agreements, and (iii) December 31, 2050. Currently, we estimate that the loan will be repaid in the second quarter of 2020. This estimate could be adversely affected and the repayment period could be extended if future royalty amounts are less than currently expected. Under the terms of the Credit Agreement, at any time after January 1, 2019, Halozyme Royalty may, subject to certain limitations, prepay the outstanding principal of the Royalty-backed Loan in whole or in part, at a price equal to 105% of the outstanding principal on the Royalty-backed Loan, plus accrued but unpaid interest. The Royalty-backed Loan constitutes an obligation of Halozyme Royalty, and is non-recourse to Halozyme. Halozyme Royalty retains its right to the Royalty Payments following repayment of the loan.
Oxford and SVB Loan and Security Agreement
In December 2013,June 2016, we entered into an Amended and Restateda Loan and Security Agreement (the Original Loan Agreement) with Oxford Finance LLC (Oxford) and Silicon Valley Bank (SVB) (collectively, the Lenders), amending and restating in its entirety our previous loan agreement with the Lenders, dated December 2012. The Loan Agreement provided for an additional $20 million principal amount of new term loan, bringing the total term loan balance to $50 million. The amended term loan facility was scheduled to mature on January 1, 2018. 


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In January 2015, we and the Lenders entered into a second amendment to the Original Loan Agreement amending and restating the loan repayment schedule of the Original Loan Agreement. The amended and restated loan repayment schedule provided for interest only payments in arrears through January 2016, followed by consecutive equal monthly payments of principal and interest in arrears starting in February 2016 and continuing through the previously established maturity date. Consistent with the original loan, the amended Original Loan Agreement provided for a 7.55% interest rate on the term loan and a final payment equal to 8.5% of the original principal amount, or $4.25 million, which was due when the term loan became due or upon the prepayment of the facility.
In June 2016, we entered into a new Loan and Security Agreement (the New Loan Agreement) with the Lenders, providing a senior secured loan facility of up to an aggregate principal amount of $70$70.0 million, comprising a $55.0 million draw in June 2016 and an additional $15.0 million tranche, which we havehad the option to draw during the second quarter of 2017.2017 and did not exercise. The proceeds were partially used to pay the outstanding principal and final payment owed on a previous loan agreement with the amended Original Loan Agreement.Lenders. The remaining proceeds including any drawdown of the additional $15.0 million available to us, are to bewere used for working capital and general business requirements. We have the option to draw the remaining $15 million during the second quarter of 2017 at an annual interest rate equal to the then-current prime rate as reported in The Wall Street Journal plus 4.75%. The New Loan Agreement repayment schedule providesprovided for interest only payments for the first 18 months, followed by consecutive equal monthly payments of principal and interest in arrears through the maturity date of January 1, 2021. The New Loan Agreement providesprovided for a final payment equal to 5.50% of the initial $55 million principal amount and, if we exercise our option to draw an additional $15 million in 2017, 7.25% of the principal amount of the second draw.amount. The final payment iswas due when the New Loan Agreement becomes due or upon the prepayment of the facility. We havehad the option to prepay the outstanding balance of the New Loan Agreement in full subject to a prepayment feeand exercised this option in November 2019, at which point we paid


the full remaining balance and final payment of 2% in the first year$26.1 million satisfying and 1% in the second year of the term loan. The outstanding New Loan Agreement balance was $54.8 million as of December 31, 2016.
The New Loan Agreement is secured by substantiallydischarging all of the assets of the Company and its subsidiary, Halozyme, Inc., except that the collateral does not include any equity interests in Halozyme, Inc. and any intellectual property (including all licensing, collaboration and similar agreements relating thereto), and certain other excluded assets. The New Loan Agreement contains customary representations, warranties and covenants by us, which covenants limit our ability to convey, sell, lease, transfer, assign or otherwise dispose of certain of our assets; engage in any business other than the businesses currently engaged in by us or reasonably related thereto; liquidate or dissolve; make certain management changes; undergo certain change of control events; create, incur, assume, or be liable with respect to certain indebtedness; grant certain liens; pay dividends and make certain other restricted payments; make certain investments; make payments on any subordinated debt; enter into transactions with any of our affiliates outside of the ordinary course of business or permit our subsidiaries to do the same; and make any voluntary prepayment of or modify certain terms of the Royalty-backed Loan. In addition, subject to certain exceptions, we are required to maintain with SVB our primary deposit accounts, securities accounts and commodities, and to do the same for our domestic subsidiary.
The New Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of our obligations under, and terminating, the New Loan Agreement and the occurrence of a material adverse change which is defined as a material adverse change in our business, operations or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, a material impairment in the perfection or priority of the Lender’s lien in the collateral or in the value of such collateral or the occurrence of an event of default under the Royalty-backed Loan. In the event of default by us under the New Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which we may be required to repay all amounts then outstanding under the New Loan Agreement, which could harm our financial condition.Agreement.
Off-Balance Sheet Arrangements
As of December 31, 2016,2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we did not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.


41



Contractual Obligations
As of December 31, 2016,2019, future minimum payments due under our contractual obligations are as follows (in thousands):
 Payments Due by Period Payments Due by Period
Contractual Obligations(1)
 Total 
Less than
1 Year
 1-3 Years 4-5 Years 
More than
5 Years
 Total 
Less than
1 Year
 1-3 Years 4-5 Years 
More than
5 Years
Long-term debt, including interest(2)
 $266,360
 $37,338
 $224,267
 $4,755
 $
Long-term debt, including current portion(1)
 $479,560
 $19,560
 $
 $460,000
 $
Interest on long-term debt(2)
 29,540
 6,540
 11,500
 11,500
 
Operating leases(3)
 4,031
 2,622
 1,373
 36
 
 7,244
 3,355
 3,819
 70
 
Third-party manufacturing obligations(4)
 20,694
 20,353
 341
 
 
 36,333
 36,333
 
 
 
Purchase obligations 856
 410
 446
 
 
 622
 377
 245
 
 
Total $291,941
 $60,723
 $226,427
 $4,791
 $
 $553,299
 $66,165
 $15,564
 $471,570
 $
_______________
(1)Does not include milestone or contractual payment obligations contingent upon the achievement of certain milestones or events if the amount and timing of such obligations are unknown or uncertain. Our in-license agreement is cancelable with written notice within 90 days. We may be required to pay up to approximately $8.0 million in milestone payments, plus sales royalties, in the event that all scientific research under these agreements is successful. Also excludes contractual obligations already recorded on our consolidated balance sheet as current liabilities.
(2).Long-term debt obligationsconsists of the Royalty-backed Loan and the Convertible Notes. Obligations include future monthly interest payments for the Oxford and SVB Loan and Security Agreement based on a fixed rate of 8.25% and a final payment of $3.03 million for our long-term debt due in January 2021. Long-term debt obligations also include future quarterly interest and principal payments for the Royalty-backed Loan based on an estimate of future royalty amounts. This estimate could be adversely affected and the repayment period could be extended if future royalty amounts are less than currently expected.
(2).Interest on long-term debt includes quarterly interest payments on the Royalty-backed Loan and semi-annual interest payments on the Convertible Note. The Royalty-backed loanLoan bears interest at a per annum rate of 8.75% plus the three-month LIBOR rate. The three-month LIBOR rate is subject to a floor of 0.7% and a cap of 1.5%. Future interest payments will increase ifobligations for the LIBORRoyalty-backed Loan were estimated using rates in effect as of December 31, 2019. The Convertible Note bears interest at an annual rate increases.of 1.25%.
(3).Includes minimum lease payments related to leases of our office and research facilities and certain autos under non-cancelable operating leases.
(4).
We have contracted with third-party manufacturers for the supply of bulk rHuPH20 and fill/finish of Hylenex recombinant. Under these agreements, we are required to purchase certain quantities each year during the terms of the agreements. The amounts presented represent our estimates of the minimum required payments under these agreements.
Contractual obligations for purchases of goods or services include agreements that are enforceable and legally binding to us and that specify all significant terms, including fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. For obligations with cancellation provisions, the amounts included in the preceding table were limited to the non-cancelable portion of the agreement terms or the minimum cancellation fee.
For certain restricted stock units and performance stock units granted, the number of shares issued on the date the restricted stock units vest is net of the minimum statutory withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. The obligation to pay the relevant taxing authority is not included in the preceding table, as the amount is contingent upon continued employment. In addition, the amount of the obligation is unknown, as it is based in part on the market price of our common stock when the awards vest.


The expected timing of payments of the obligations above is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations.


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Our future capital uses and requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following:
the rate of progress and cost of research and development activities;
the number and scope of our research and development activities;
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
our ability to establish and maintain product discovery and development collaborations, including scale-up manufacturing costs for our collaborators’ product candidates;
the amount of royalties and milestones from our collaborators;
the amount of product sales for Hylenex recombinant;
the costs of obtaining and validating additional manufacturers of Hylenex recombinant;
rHuPH20;
the effect of competing technological and market developments;
the terms and timing of any collaborative, licensing and other arrangements that we may establish; and
the extent to which we acquire or in-license new products, technologies or businesses.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We review our estimates on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, 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. Our significant accounting policies are outlined in Note 2 to the Consolidated Financial Statements included in the Form 10-K. We believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
We generate revenues from product sales and collaborative agreements. Payments received under collaborative agreements may include nonrefundable fees at the inception of the agreements, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk rHuPH20 and/or royalties on sales of products resulting from collaborative arrangements.
We recognize revenue in accordance with the authoritative guidance on revenue recognition. Revenue is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured.
Revenue Recognition
MethodologyJudgment and UncertaintiesEffect if Actual Results Differ From Assumptions
For collaborative agreements, we are entitled to receive event-based payments subject to the collaboration partner's achievement of specified development and regulatory milestones. We recognize revenue when it is deemed probable that these milestones will be achieved, which could be in a period prior to its actual occurrence. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones, and if necessary, adjust our estimate of the overall transaction price.Revenue is recognized when we determine it is probable a milestone will be achieved. This assessment is based on our past experience with our collaboration partners, market insight and partner communication.A revenue reversal will be required in the event it is determined that achievement of a milestone, previously deemed probable, will not occur. This reversal may be material.


For collaborative agreements, royalty revenue is recognized in the period the underlying sales occur, but we do not receive final royalty reports from our collaboration partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on preliminary reports provided by our collaboration partners.The amount of royalty revenue recognized for the quarter is estimated using our knowledge of past royalty payments, market insight and an estimate made by our collaboration partners provided in a preliminary report.A final royalty report and associated royalty payment is received approximately 60 days after quarter-end. If necessary, a true-up is recorded at that time if there is a difference from the initial estimated royalty revenue recorded. To date, the true-up entries have not been material.
For collaborative arrangements, when necessary, we perform an allocation of the upfront amount based on relative stand-alone selling prices (SSP) of licenses for individual targets. We determine
license SSP using an income-based valuation approach utilizing risk-adjusted discounted cash flow projections.
The inputs used in the valuation model to determine SSP are based on estimates utilizing market data and information provided by our collaboration partners.Differences in the allocation of the transaction price between delivered and undelivered performance obligations can impact the timing of revenue recognition but do not change the total revenue recognized under any agreement.


Debt Classification
MethodologyJudgment and UncertaintiesEffect if Actual Results Differ From Assumptions
The short-term and long-term classification of outstanding debt represents our best estimate of the timing of the amounts to be repaid. These estimates are based on contractual obligations, anticipated timing of royalty payments received and changes in LIBOR interest rates.Royalty payments are estimated using partner insight to the marketplace, historical trends and our knowledge of the therapeutic space.
The short-term and long-term portion of the debts may change and the repayment term may be shortened or extended depending on the actual level of royalty payments received. The actual repayment period could vary materially from our estimate to the extent that royalty payments from our partners are lower than our current estimates, which could arise due to factors beyond our control, such as competitive factors, decreased market acceptance or a failure by our partners to successfully commercialize in territories where regulatory approval has been received.

Currently, we do not believe that we have significant amount of risk relative to the repayment of the debt. A 10% reduction in the amount of anticipated royalties would not change our expected repayment period at maximum contractual interest rates.
Share-Based Payments
MethodologyJudgment and UncertaintiesEffect if Actual Results Differ From Assumptions
We maintain a Stock Incentive Plan, which provides for share-based payment awards, including stock options, restricted stock and performance awards. We determine the fair value of our stock option awards and performance awards at the date of grant using a Black-Scholes model. We determine the fair value of our restricted stock awards at the date of grant using the closing market value of our common stock on the date of grant.
Option-pricing models and generally accepted valuation techniques require management to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments include estimating the future volatility of our stock price, expected dividend yield and future employee stock option exercise behaviors. Changes in these assumptions can materially affect the fair value estimate.

Our performance awards require management to make assumptions regarding the likelihood of achieving long-term Company goals.

We do not currently believe there is a reasonable likelihood that there will be a material change in estimates or assumptions we use to determine stock-based compensation expense. However, if actual results are not consistent with our estimates or assumptions, we may be exposed to changes in share-based compensation expense that could be material.

If actual results are not consistent with the assumptions used, the share-based compensation expense reported in our financial statements may not be representative of the actual economic cost of the share-based compensation. A 10% change in our share-based compensation expense for the year ended December 31, 2019 would have affected pre-tax earnings by approximately $3.5 million in 2019.
Recent Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies, of our consolidated financial statements for further discussion of our revenue recognition policies for product sales and revenues under our collaborative agreements and Note 4, Collaborative Agreements, of our consolidated financial statements for a further discussion of our collaborative agreements.
Share-Based Payments
We use the fair value method to account for share-based payments in accordance with the authoritative guidance for share-based compensation. The fair value of each option award is estimated on the date of grant using a Black-Scholes-Merton option pricing model (Black-Scholes model) that uses assumptions regarding a number of complex and subjective variables. Changes in these assumptions may lead to variability with respect to the amount of expense we recognize in connection with share-based payments. Refer to Note 2, Summary of Significant Accounting Policies, of our consolidated financial statements for a further discussion of share-based payments.


43



Research and Development Expenses
Research and development expenses include salaries and benefits, facilities and other overhead expenses, external clinical trial expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses.After receiving marketing approval from the FDA or comparable regulatory agencies in foreign countries for a product, costs related to purchases or manufacturing of bulk rHuPH20 for such product are capitalized as inventory. The manufacturing costs of bulk rHuPH20 for the collaboration products, Herceptin SC, MabThera SC and HYQVIA, which were incurred after the receipt of marketing approvals are capitalized as inventory. Refer to Note 2, Summary of Significant Accounting Policies, of our consolidated financial statements for a further discussion of research and development expenses.
Due to the uncertainty in obtaining the FDA and other regulatory approvals, our reliance on third parties and competitive pressures, we are unable to estimate with any certainty the additional costs we will incur in the continued development of our proprietary product candidates for commercialization. However, we expect our research and development expenses to increase this year as we continue with our clinical trial programs and continue to develop and manufacture our product candidates.
Clinical development timelines, likelihood of success and total costs vary widely. We anticipate that we will make ongoing determinations as to which research and development projects to pursue and how much funding to direct to each project on an ongoing basis in response to existing resource levels, the scientific and clinical progress of each product candidate, and other market and regulatory developments. We plan on focusing our resources on those proprietary and collaboration product candidates that represent the most valuable economic and strategic opportunities.
Product candidate completion dates and costs vary significantly for each product candidate and are difficult to estimate. The lengthy process of seeking regulatory approvals and the subsequent compliance with applicable regulations require the expenditure of substantial resources. Any failure by us to obtain, or any delay in obtaining, regulatory approvals could cause our research and development expenditures to increase and, in turn, have a material adverse effect on our results of operations. We cannot be certain when, or if, our product candidates will receive regulatory approval or whether any net cash inflow from our other product candidates, or development projects, will commence.
Recent Accounting Pronouncements
Refer to Note 2, Summary of Significant Accounting Policies, of our consolidated financial statements for a discussion of recent accounting pronouncements and their effect, if any, on us.


Item 7A.Quantitative and Qualitative Disclosures About Market Risk
As of December 31, 2016,2019, our cash equivalents and marketable securities consisted of investments in money market funds, asset-backed securities, U.S. Treasury securities, corporate debt obligations and commercial paper. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. Some of the financial instruments that we invest in could be subject to market risk. This means that a change in prevailing interest rates may cause the value of the instruments to fluctuate. For example, if we purchase a security that was issued with a fixed interest rate and the prevailing interest rate later rises, the value of that security will probably decline. Based on our current investment portfolio as of December 31, 2016,2019, we do not believe that our results of operations would be materially impacted by an immediate change of 10% in interest rates.
We do not hold or issue derivatives, derivative commodity instruments or other financial instruments for speculative trading purposes. Further, we do not believe our cash, cash equivalents and marketable securities have significant risk of default or illiquidity. We made this determination based on discussions with our investment advisors and a review of our holdings. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. All of our cash equivalents and marketable securities are recorded at fair market value.


44



Item 8.Financial Statements and Supplementary Data
Our financial statements are annexed to this report beginning on page F-1.
Item 9.Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.


Item 9A.ControlControls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the timelines specified in the Securities and Exchange Commission’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 decision regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting that occurred during the quarter ended December 31, 20162019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, 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 and includes those policies and procedures that:
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


45



Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016.2019. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013 framework) (the COSO criteria). Based on our assessment, management concluded that, as of December 31, 2016,2019, our internal control over financial reporting is effective based on the COSO criteria.


46



The independent registered public accounting firm that audited the consolidated financial statements that are included in this Annual Report on Form 10-K has issued an audit report on the effectiveness of our internal control over financial reporting as of December 31, 2016.2019. The report appears below.


Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Halozyme Therapeutics, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Halozyme Therapeutics, Inc.’s internal control over financial reporting as of December 31, 2016,2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Halozyme Therapeutics, Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, and the related consolidated statements of operations, comprehensive (loss) income, cash flows, and stockholders’ equity (deficit) for each of the three years in the period ended December 31, 2019, and the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2020 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company’sCompany’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Halozyme Therapeutics, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Halozyme Therapeutics, Inc. as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, cash flows, and stockholders’ (deficit) equity for each of the three years in the period ended December 31, 2016 of Halozyme Therapeutics, Inc. and our report dated February 28, 2017 expressed an unqualified opinion thereon.
                                                                                                   /s/    Ernst & Young LLP
San Diego, California
February 28, 201724, 2020


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Item 9B.Other Information
None.
PART III
Item 10.Directors, Executive Officers and Corporate Governance
The information required by this item regarding directors is incorporated by reference to our definitive Proxy Statement (the Proxy Statement) to be filed with the Securities and Exchange Commission in connection with our 20172020 Annual Meeting of Stockholders under the heading “Election of Directors.” The information required by this item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference to the information under the caption “Compliance with Section 16(a) of the Exchange Act” to be contained in the Proxy Statement. The information required by this item regarding our code of ethics is incorporated by reference to the information under the caption “Code of Conduct and Ethics and Corporate Governance Guidelines” to be contained in the Proxy Statement. The information required by this item regarding our audit committee is incorporated by reference to the information under the caption “Board Meetings and Committees—Audit Committee” to be contained in the Proxy Statement. The information required by this item regarding material changes, if any, to the process by which stockholders may recommend nominees to our board of directors is incorporated by reference to the information under the caption “Board Meetings and Committees—Nominating and Governance Committee” to be contained in the Proxy Statement.
Executive Officers
Helen I. Torley, M.B. Ch. B., M.R.C.P. (54)(57), President, Chief Executive Officer and Director. Dr. Torley joined Halozyme in January 2014 as President and Chief Executive Officer and as a member of Halozyme’s Board of Directors. Throughout her career, Dr. Torley has led several successful product launches, including Kyprolis®, Prolia®, Sensipar®, and Miacalcin®. Prior to joining Halozyme, Dr. Torley served as Executive Vice President and Chief Commercial Officer for Onyx Pharmaceuticals (Onyx) from August 2011 to December 2013 overseeing the collaboration with Bayer on Nexavar® and Stivarga® and the U.S. launch of Kyprolis. She was responsible for the development of Onyx's commercial capabilities in ex-US markets and in particular, in Europe. Prior to Onyx, Dr. Torley spent 10 years in management positions at Amgen Inc., most recently serving as Vice President and General Manager of the US Nephrology Business Unit from 2003 to 2009 and the U.S. Bone Health Business Unit from 2009 to 2011. From 1997 to 2002, she held various senior management positions at Bristol-Myers Squibb, including Regional Vice President of Cardiovascular and Metabolic Sales and Head of Cardiovascular Global Marketing. She began her career at Sandoz/Novartis, where she ultimately served as Vice President of Medical Affairs, developing and conducting post-marketing clinical studies across all therapeutic areas, including oncology. Dr. Torley serves on the board of directors of Quest Diagnostics Incorporated, a diagnostic information services company. Within the past five years, Dr. Torley served on the board of directors of Relypsa, Inc., a biopharmaceutical company. Before joining the industry, Dr. Torley was in medical practice as a senior registrar in rheumatology at the Royal Infirmary in Glasgow, Scotland. Dr. Torley received her Bachelor of Medicine and Bachelor of Surgery degrees (M.B. Ch.B.) from the University of Glasgow and is a Member of the Royal College of Physicians (M.R.C.P).
Laurie D. Stelzer (49) (52), Senior Vice President, Chief Financial Officer. Ms. Stelzer joined Halozyme in June 2015 as Senior Vice President, Chief Financial Officer. Prior to joining Halozyme, Ms. Stelzer served from April 2014 to January 2015 as the Senior Vice President of Finance supporting R&D, Technical Operations and M&A at Shire, Inc., a biopharmaceutical company. Prior to that she was the Division CFO for the Regenerative Medicine Division and the Head of Investor Relations at Shire from March 2012 to April 2014. Prior to Shire, Ms. Stelzer held positions of increasing responsibility for 15 years at Amgen, Inc., a biopharmaceutical company, including Interim Treasurer, Head of Emerging Markets Expansion, Executive Director of Global Commercial Finance and Head of Global Accounting. Early in her career, she held various finance and accounting positions in the real estate and banking industries. Ms. Stelzer serves on the board of directors of Surface Oncology, Inc., an immuno-oncology company. Ms. Stelzer received her MBA from the Anderson School at the University of California, Los Angeles, and a Bachelor of Science in Accounting from Arizona State University.
Mark J. Gergen (54), Senior Vice President, Chief Operating Officer. Mr. Gergen joined Halozyme in September 2016 as Senior Vice President and Chief Operating Officer. From February 2013 until August 2016, Mr. Gergen served as Executive Vice President and Chief Operating Officer at Mirati Therapeutics, Inc., a clinical-stage biopharmaceutical company focused on developing a pipeline of targeted oncology products. From May 2005 to November 2012, Mr. Gergen served in senior management positions, including most recently as Senior Vice President, Corporate Development, at Amylin Pharmaceuticals, Inc., a



48



biopharmaceutical company that was focused on the development and commercialization of medicines to treat chronic diseases. From July 2003 to March 2005, Mr. Gergen served as Executive Vice President of CardioNet Inc., a cardiovascular diagnostic company. From June 1999 to May 2003, he served as Chief Financial and Development Officer and later as Chief Restructuring Officer of Advanced Tissue Sciences, Inc. From August 1994 to June 1999, he was Division Counsel at Medtronic, Inc. Mr. Gergen received a J.D. from the University of Minnesota Law School and a B.A. in Business Administration from Minot State University.
Athena Countouriotis, M.D. (45), Senior Vice President, Chief Medical Officer. Dr. Countouriotis joined Halozyme in January 2015 as Senior Vice President, Chief Medical Officer. From February 2012 to January 2015, Dr. Countouriotis served as chief medical officer at Ambit Biosciences Corporation, a pharmaceutical company, which was acquired by Daiichi Sankyo in November 2014. From August 2007 to February 2012, Dr. Countouriotis was a clinical leader within the Oncology Business Unit at Pfizer Inc., a pharmaceutical company. From October 2005 to August 2007, she was director of oncology global clinical research at Bristol-Myers Squibb Company, a pharmaceutical company, with responsibility for leading clinical development of Sprycel® in acute lymphoblastic leukemia and chronic myeloid leukemia. Earlier in her career, she held the position as Associate Medical Director at Cell Therapeutics, Inc., a biopharmaceutical company. Dr. Countouriotis received a B.S. from the University of California, Los Angeles, and an M.D. at Tufts University School of Medicine. She received her initial training in pediatrics at the University of California, Los Angeles, and additional training at the Fred Hutchinson Cancer Research Center in the Pediatric Hematology/Oncology Program.
Harry J. Leonhardt, Esq. (60)Masaru Matsuda (49), Senior Vice President, General Counsel, Chief Compliance Officer and Corporate& Secretary. Mr. LeonhardtMatsuda joined Halozyme in April 2015August 2018 as Vice President, Associate General Counsel and Chief Compliance Officer and has served as Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary. Mr. Leonhardt brings more than 30 years of executive management, corporate legal, intellectual property, compliance, business development and mergers and acquisitions experience to Halozyme, with an extensive background in the biotechnology industry.Secretary since January 2020. Prior to joining Halozyme, Mr. Leonhardt was an arbitrator before the International Centre for Dispute Resolution and a consultant in the biotechnology industry from January 2013 to April 2015. He served as Senior Vice President, Legal and Compliance, and Corporate Secretary at Amylin Pharmaceuticals, Inc., a biotechnology company, from September 2011 to January 2013 and previously served in other senior management legal positions at Amylin since September 2007. Prior to Amylin, he served as Senior Vice President, General Counsel and Corporate Secretary at Senomyx, Inc. from September 2003 to September 2007. From February 2001 to September 2003, Mr. Leonhardt was Executive Vice President, General Counsel and Corporate Secretary at Genoptix, Inc. and from July 1996 to November 2000, he served as Vice President and then Senior Vice President, General Counsel and Corporate Secretary at Nanogen, Inc. Prior to Nanogen, Mr. LeonhardtMatsuda held positions of increasing responsibility in the Law Department at Allergan,Amgen Inc. including Chief Litigation Counsel and General Counsel for European, a biopharmaceutical company, from May 2000 to August 2018, most recently as Vice President, Law, Global Commercial Operations. Early in his career, hePrior to joining Amgen, Mr. Matsuda was an associate attorney at LyonOrrick, Herrington & LyonSutcliffe LLP where he represented a number of prominent clients in the biotech, pharmaceuticalfrom June 1998 to April 2000, and consumer products industries.at Pillsbury Winthrop Shaw Pittman LLP from June 1996 to June 1998. Mr. LeonhardtMatsuda received a B.S. in Pharmacyhis Juris Doctor from the University of California, Hastings College of the SciencesLaw and a Juris Doctoratehis Bachelor of Science Degree in Business Administration from the University of Southern California SchoolCalifornia.
Michael J. LaBarre (56), Senior Vice President, Chief Technical Officer. Dr. LaBarre joined Halozyme in June 2008 as Vice President, Product Development and has served in various officer positions most recently as Senior Vice President, Chief Technical Officer since January 2020. Prior to joining Halozyme, Dr. LaBarre served as Vice President, Product Development at Paramount BioSciences, a pharmaceutical company, from April 2006 to June 2008. Prior to that he served as Director, Analytical and Protein Biochemistry, Discovery Research at Biogen Idec, a pharmaceutical company, from December 2003 to April 2006. He also served in various research and development roles at IDEC Pharmaceuticals Corporation, a pharmaceutical company, from November 1995 to December 2003 most recently as Director, Analytical and Formulation Sciences, R&D. Prior to joining IDEC, Dr. LaBarre held research and development positions at various pharmaceutical companies from July 1992 to November 1995. Dr. LaBarre received his Ph.D. in Chemistry from the University of Law.Arizona and his B.S. in Chemistry from Southampton College of Long Island University.
Item 11.Executive Compensation
The information required by this item is incorporated by reference to the information under the caption “Executive Compensation” to be contained in the Proxy Statement.
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Other than as set forth below, the information required by this item is incorporated by reference to the information under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” to be contained in the Proxy Statement.


49



Equity Compensation Plan Information
The following table summarizes our compensation plans under which our equity securities are authorized for issuance as of December 31, 2016:2019:
Plan Category 
Number of Shares 
to be Issued upon
Exercise of
Outstanding Options
and Restricted Stock
Units
(a)
 
Weighted Average
Exercise Price
of Outstanding
Options(2)
(b) 
 
Number of Shares
Remaining Available
for Future Issuance
under Equity
Compensation
Plans (Excluding
Shares Reflected
in Column (a))
(c)
 
Number of Shares 
to be Issued upon
Exercise of
Outstanding Options
and Restricted Stock
Units
(a)
 
Weighted Average
Exercise Price
of Outstanding
Options(2)
(b) 
 
Number of Shares
Remaining Available
for Future Issuance
under Equity
Compensation
Plans (Excluding
Shares Reflected
in Column (a))
(c)
Equity compensation plans approved by stockholders (1)
 12,458,020
 $11.70 9,001,562
Equity compensation plans approved by stockholders (1)
 13,640,668
 $14.72 9,352,360
Equity compensation plans not approved by stockholders 
  
Equity compensation plans not approved by stockholders 
  
 12,458,020
 $11.70 9,001,562
 13,640,668
 $14.72 9,352,360
_____________________
(1)Represents stock options, restricted stock units, and performance restricted stock units under the Amended and Restated 2011 Stock Plan, 2008 Stock Plan, 2006 Stock Plan and 2005 Outside Directors’2008 Stock Plan.
(2)This amount does not include restricted stock units and performance restricted stock units as there is no exercise price for such units.


Item 13.Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the information under the caption “Certain Relationships and Related Transactions” and “Corporate Governance - Director Independence” to be contained in the Proxy Statement.
Item 14.Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the information under the caption “Principal Accounting Fees and Services” to be contained in the Proxy Statement.


50



PART IV
Item 15.Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report.
1.   Financial Statements
  Page
Report of Independent Registered Public Accounting Firm  
Consolidated Balance Sheets at December 31, 20162019 and 20152018  F-2
Consolidated Statements of Operations for Each of the Years Ended December 31, 2016, 20152019, 2018 and 20142017  F-3
Consolidated Statements of Comprehensive Loss(Loss) Income for Each of the Years Ended December 31, 2016, 20152019,
     2018 and 20142017
 F-4
Consolidated Statements of Cash Flows for Each of the Years Ended December 31, 2016, 20152019, 2018 and 20142017  F-5
Consolidated Statements of Stockholders’ Equity (Deficit) for Each of the Years Ended December  31, 2016, 20152019,
     2018 and 20142017
  F-6
Notes to the Consolidated Financial Statements  F-7
2.   List of all Financial Statement schedules.
The following financial statement schedule of Halozyme Therapeutics, Inc. is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of Halozyme Therapeutics, Inc.
  Page
Schedule II: Valuation and Qualifying Accounts 
All other schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto.
3.   List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.


(b)Exhibits.
The exhibits listed in the accompanying “Exhibit Index” are incorporated herein by reference.
Incorporated by Reference
ExhibitFiled
NumberExhibit TitleHerewithFormDate Filed
3.18-K5/3/2019
3.28-K12/19/2016
4.1

8-K11/18/2019
4.28-K11/18/2019
4.3X
10.1SB-24/23/2004
10.28-K1/12/2006
10.3#8-K3/19/2008
10.4#10-Q8/7/2009
10.5#10-Q8/7/2009
10.6#8-K4/6/2018
10.7#8-K5/6/2011
10.8#8-K5/6/2011
10.9#10-Q8/10/2015
10.10#10-Q8/10/2015
10.11#8-K5/6/2011
10.12#8-K5/6/2011
10.13#10-Q11/9/2015
10.14#10-Q11/9/2015
10.15#10-Q11/9/2015
10.16#10-K2/28/2017
10.17#8-K12/20/2007


Incorporated by Reference
ExhibitFiled
NumberExhibit TitleHerewithFormDate Filed
10.18#8-K12/13/2018
10.19#10-Q11/9/2015
10.208-K6/16/2011
10.218-K7/5/2017
10.2210-Q5/10/2018
10.238-K6/16/2011
10.248-K7/5/2017
10.2510-Q5/10/2018
10.2610-K3/1/2013
10.2710-Q5/8/2013
10.288-K7/5/2017
10.29#DEF-14A3/23/2016
21.1X
23.1X
31.1X
31.2X


Incorporated by Reference
ExhibitFiled
NumberExhibit TitleHerewithFormDate Filed
32X
101.INSXBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHXBRL Taxonomy Extension SchemaX
101.CALXBRL Taxonomy Extension Calculation LinkbaseX
101.DEFXBRL Taxonomy Extension Definition LinkbaseX
101.LABXBRL Taxonomy Extension Label LinkbaseX
101.PREXBRL Taxonomy Presentation LinkbaseX
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)X
_______________
#Indicates management contract or compensatory plan or arrangement.
(c)
Financial Statement Schedules.  See Item 15(a) 2 above.
Item 16.Form 10-K Summary
None.


51





SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
    
Halozyme Therapeutics, Inc.,
a Delaware corporation
    
Date: February 28, 201724, 2020   By: /s/    Helen I. Torley, M.B. Ch.B., M.R.C.P.
        Helen I. Torley, M.B. Ch.B., M.R.C.P.
        President and Chief Executive Officer


52




POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Helen I. Torley and Laurie D. Stelzer, and each of them, as hishis/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for himhim/her and in hishis/her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as hehe/she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or hishis/her substitute or substituted, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature  Title Date
   
/s/    Helen I. Torley, M.B. Ch.B., M.R.C.P.  President and Chief Executive Officer February 28, 201724, 2020
       Helen I. Torley, M.B. Ch.B., M.R.C.P.  (Principal Executive Officer), Director 
     
/s/   Laurie D. Stelzer  Senior Vice President and Chief Financial Officer February 28, 201724, 2020
       Laurie D. Stelzer (Principal Financial and Accounting Officer) 
     
/s/    Connie L. Matsui  Chair of the Board of Directors February 28, 201724, 2020
       Connie L. Matsui   
     
/s/ Jean-Pierre Bizzari Director February 28, 201724, 2020
     Jean-Pierre Bizzari 
/s/    Bernadette ConnaughtonDirectorFebruary 24, 2020
       Bernadette Connaughton   
     
/s/    James M. Daly  Director February 28, 201724, 2020
       James M. Daly   
     
/s/    Jeffrey W. Henderson  Director February 28, 201724, 2020
       Jeffrey W. Henderson   
     
/s/    Kenneth J. Kelley  Director February 28, 201724, 2020
       Kenneth J. Kelley
/s/    Randal J. KirkDirectorFebruary 28, 2017
       Randal J. Kirk   
     
/s/    Matthew L. Posard Director February 28, 201724, 2020
       Matthew L. Posard    


53





Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Halozyme Therapeutics, Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Halozyme Therapeutics, Inc. (the Company) as of December 31, 20162019 and 2015,2018, and the related consolidated statements of operations, comprehensive loss,(loss) income, stockholders’ equity (deficit) and cash flows and stockholders’ (deficit) equity for each of the three years in the period ended December 31, 2016.  Our audits also included2019, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the consolidated financial position of Halozyme Therapeutics, Inc.the Company at December 31, 20162019 and 2015,2018, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2016,2019, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB)Halozyme Therapeutics, Inc.’sthe Company’s internal control over financial reporting as of December 31, 2016,2019, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 28, 201724, 2020 expressed an unqualified opinion thereon.
Adoption of ASU No. 2014-09
As discussed in Note 2 to the consolidated financial statements, the Company changed its method for recognizing revenue as a result of the adoption of Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments in ASUs 2015-14, 2016-08, 2016-10 and 2016-12 effective January 1, 2018.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.








Estimation of Overall Transaction Price for Collaboration Agreements

Description of the Matter

At December 31, 2019 the Company has nine collaboration agreements. As discussed in Notes 2 and 4 of the financial statements, amounts are included in the transaction price when management determines that it is probable that the amount will not result in a significant reversal of revenue in the future. During 2019, the Company recognized $5.5 million of variable consideration in the transaction price under their collaboration arrangements.

Auditing management’s conclusions related to determining the probability of achievement of milestones is complex and highly judgmental as a result of the uncertainties and limited visibility by the Company into the progression of developing and commercializing the combined targets as completed by the collaboration partners



How We Addressed the Matter in Our Audit

We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s process to routinely evaluate the probability of achievement of milestones and any related constraint for each collaboration, in addition to the controls over the completeness and accuracy of determining the population of agreements and potential milestone payments.

To test the milestone amounts included, or excluded, from the transaction price, we performed audit procedures that included, among others, observing the quarterly meetings with accounting and Alliance Managers discussing the status of each collaboration. For each milestone, we examined available evidence including correspondence with the collaboration partner and evaluated management’s conclusions on the probabilities of achievement. We reviewed supporting documentation to corroborate that milestones were included in the transaction price when determined to be probable of achievement. We reviewed the collaboration agreements and related amendments to validate the completeness of the list of targets and potential milestone payments that management considered in their analysis. We performed a lookback analysis to validate the company’s accuracy of determining the probability of achieving these milestones.




Accounting for Convertible Senior Notes

Description of the Matter

On November 18, 2019 the Company issued $460 million of Convertible Senior Notes due 2024. As discussed in Note 6 of the financial statements, the Convertible Notes include conversion terms that require the Company to account for the debt and equity components of the Convertible Notes separately including allocating value to the debt component with the remaining value allocated to the equity component reflected as a debt discount to be amortized to interest expense over the terms of the notes.

Auditing management’s conclusions related to the value allocated to the debt portion of the Convertible Note is complex and involves estimation to determine the effective yield that the Company would have received on the debt issuance had it not included in the conversion feature.



How We Addressed the Matter in Our Audit

We obtained an understanding and evaluated the design and tested the operating effectiveness of controls over the Company’s process to determine the valuation allocation between debt and equity components, including the valuation model and assumptions.

To test the value assigned to each component, we performed audit procedures that included, among others, evaluating the Company’s use of independent valuation specialist, and the valuation methodology. In addition, we involved our valuation specialists to assist in testing the concluded effective yield used to determine the value allocated to the debt component by performing an independent credit analysis including comparison to market rates for similarly rated instruments. We also tested the completeness and accuracy of the calculation used to estimate the fair value of the debt component.




/s/    Ernst & Young LLP
We have served as the Company’s auditor since 2006.

San Diego, California
February 28, 201724, 2020



F-1





HALOZYME THERAPEUTICS, INC.
CONSOLIDATED BALANCE SHEETS
(inIn thousands, except per share data)amounts)
 December 31,
2016
 December 31,
2015
 December 31,
2019
 December 31,
2018
ASSETSASSETS    
Current assets:        
Cash and cash equivalents $66,764
 $43,292
 $120,179
 $57,936
Marketable securities, available-for-sale 138,217
 65,047
 301,083
 296,590
Accounts receivable, net 15,680
 32,410
 59,442
 30,005
Inventories 14,623
 9,489
 29,359
 22,625
Prepaid expenses and other assets 21,248
 21,534
 33,373
 20,693
Total current assets 256,532
 171,772
 543,436
 427,849
Property and equipment, net 4,264
 3,943
 10,855
 7,465
Prepaid expenses and other assets 219
 5,574
 11,083
 4,434
Restricted cash 500
 500
 500
 500
Total assets $261,515
 $181,789
 $565,874
 $440,248
        
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:        
Accounts payable $3,578
 $4,499
 $6,434
 $4,079
Accrued expenses 28,821
 26,792
 55,649
 49,529
Deferred revenue, current portion 4,793
 9,304
 4,012
 4,247
Current portion of long-term debt, net 17,393
 21,862
 19,542
 91,506
Total current liabilities 54,585
 62,457
 85,637
 149,361
Deferred revenue, net of current portion 39,825
 43,919
 1,247
 5,008
Long-term debt, net 199,228
 27,971
 383,045
 34,874
Other long-term liabilities 358
 4,443
 4,180
 2,118
Commitments and contingencies (Note 9) 
 
 

 

Stockholders’ (deficit) equity:    
Preferred stock — $0.001 par value; 20,000 shares authorized; no shares issued and outstanding 
 
Common stock — $0.001 par value; 200,000 shares authorized; 129,502 and 128,152 shares issued and outstanding at December 31, 2016 and 2015, respectively 130
 128
Stockholders’ equity:    
Preferred stock - $0.001 par value; 20,000 shares authorized; no shares
issued and outstanding
 
 
Common stock - $0.001 par value; 300,000 shares authorized; 136,713 and
144,725 shares issued and outstanding at December 31, 2019 and 2018,
respectively
 137
 145
Additional paid-in capital 552,737
 525,628
 695,066
 780,457
Accumulated other comprehensive loss (6) (99) 240
 (277)
Accumulated deficit (585,342) (482,658) (603,678) (531,438)
Total stockholders’ (deficit) equity (32,481) 42,999
Total liabilities and stockholders’ (deficit) equity $261,515
 $181,789
Total stockholders’ equity 91,765
 248,887
Total liabilities and stockholders’ equity $565,874
 $440,248
See accompanying notes to consolidated financial statements.


F-2





HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(inIn thousands, except per share data)amounts)

 Year Ended December 31, Year Ended December 31,
 2016 2015 2014 2019 2018 2017
Revenues:            
Royalties $69,899
 $78,981
 $63,507
Product sales, net $53,392
 $46,082
 $37,823
 66,048
 28,234
 50,396
Royalties 50,984
 30,975
 9,425
Revenues under collaborative agreements 42,315
 58,000
 28,086
 60,045
 44,647
 202,710
Total revenues 146,691
 135,057
 75,334
 195,992
 151,862
 316,613
Operating expenses:            
Cost of product sales 33,206
 29,245
 22,732
 45,546
 10,136
 31,152
Research and development 150,842
 93,236
 79,696
 140,804
 150,252
 150,643
Selling, general and administrative 45,853
 40,028
 35,942
 77,252
 60,804
 53,816
Total operating expenses 229,901
 162,509
 138,370
 263,602
 221,192
 235,611
Operating loss (83,210) (27,452) (63,036)
Operating (loss) income (67,610) (69,330) 81,002
Other income (expense):            
Investment and other income, net 1,326
 422
 242
 6,986
 7,578
 2,592
Interest expense (19,977) (5,201) (5,581) (11,627) (18,041) (21,984)
Net loss before income taxes (101,861) (32,231) (68,375)
Income tax expense 1,162
 
 
Net loss $(103,023) $(32,231) $(68,375)
(Loss) income before income taxes (72,251) (79,793) 61,610
Income tax expense (benefit) (11) 537
 (1,361)
Net (loss) income $(72,240) $(80,330) $62,971
            
Basic and diluted net loss per share $(0.81) $(0.25) $(0.56)
Net (loss) income per share:      
Basic $(0.50) $(0.56) $0.46
Diluted $(0.50) $(0.56) $0.45
            
Shares used in computing basic and diluted net loss per share 127,964
 126,704
 122,690
Shares used in computing net (loss) income per share:      
Basic 144,329
 143,599
 136,419
Diluted 144,329
 143,599
 139,068
See accompanying notes to consolidated financial statements.


F-3





HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(LOSS) INCOME
(inIn thousands)
  Year Ended December 31,
  2016 2015 2014
Net loss $(103,023) $(32,231) $(68,375)
Other comprehensive income (loss):      
Unrealized gain (loss) on marketable securities 93
 (58) (58)
Total comprehensive loss $(102,930) $(32,289) $(68,433)
  Year Ended December 31,
  2019 2018 2017
Net (loss) income $(72,240) $(80,330) $62,971
Other comprehensive (loss) income:      
Unrealized gain (loss) on marketable securities 508
 182
 (430)
Foreign currency translation adjustment 9
 (8) (14)
Unrealized loss on foreign currency 
 (1) 
Total comprehensive (loss) income $(71,723) $(80,157) $62,527
See accompanying notes to consolidated financial statements.


F-4





HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(inIn thousands)
 Year Ended December 31, Year Ended December 31,
 2016 2015 2014 2019 2018 2017
Operating activities:            
Net loss $(103,023) $(32,231) $(68,375)
Adjustments to reconcile net loss to net cash used in operating activities:      
Net (loss) income $(72,240) $(80,330) $62,971
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:      
Share-based compensation 25,585
 20,838
 15,274
 34,776
 35,696
 30,670
Depreciation and amortization 2,410
 1,677
 1,762
 4,068
 2,388
 2,161
Non-cash interest expense 2,896
 1,243
 2,025
Payment-in-kind interest expense on long-term debt 13,184
 
 
Amortization of premiums on marketable securities, net 552
 879
 1,457
Amortization of debt discount 2,484
 1,545
 1,761
(Accretion of discounts) amortization of premiums on marketable securities, net (2,469) (3,090) (303)
Loss on disposal of equipment 8
 8
 233
 1,431
 5
 46
Deferral of unearned revenue 701
 4,379
 7,045
 
 3,000
 22,759
Recognition of deferred revenue (9,304) (5,789) (5,554) (3,996) (2,832) (6,512)
Deferral of rent expense 
 441
 92
Lease payments (deferred) recognized (459) (7) 13
Loss on impairment of right-of-use asset 1,127
 
 
Recognition of deferred rent (370) (276) (108) 
 
 (185)
Loss on extinguishment of debt 401
 
 
Other (7) (9) (16)
Changes in operating assets and liabilities:            
Accounts receivable, net 16,730
 (23,261) (52) (29,437) 11,613
 (6,453)
Inventories (5,134) (3,083) (236) (6,734) (17,480) 9,477
Prepaid expenses and other assets 5,626
 (15,774) (265) (19,006) (5,695) 2,035
Accounts payable and accrued expenses (244) 13,866
 (816) 4,638
 5,696
 15,629
Net cash used in operating activities (50,383) (37,083) (47,518)
Net cash (used in) provided by operating activities (85,423) (49,500) 134,053
Investing activities:            
Purchases of marketable securities (155,412) (71,482) (88,884) (389,759) (311,112) (398,187)
Proceeds from maturities of marketable securities 81,783
 79,730
 57,301
 388,250
 318,268
 235,805
Purchases of property and equipment (3,137) (2,360) (1,368) (4,040) (4,663) (1,350)
Net cash (used in) provided by investing activities (76,766) 5,888
 (32,951)
Net cash provided by (used in) investing activities (5,549) 2,493
 (163,732)
Financing activities:            
Proceeds from issuance of common stock, net 
 
 134,874
Proceeds from issuance of long-term debt, net 203,006
 
 
 447,350
 
 
Repayment of long-term debt (54,250) 
 
 (108,082) (77,516) (15,995)
Proceeds from issuance of common stock under equity incentive plans, net 1,865
 13,098
 6,788
Proceeds from issuance of common stock, net 
 
 107,713
Net cash provided by financing activities 150,621
 13,098
 114,501
Net increase (decrease) in cash and cash equivalents $23,472
 (18,097) 34,032
Cash and cash equivalents at beginning of period 43,292
 61,389
 27,357
Cash and cash equivalents at end of period $66,764
 $43,292
 $61,389
      
Supplemental disclosure of cash flow information:      
Interest paid $3,886
 $3,775
 $3,460
Income taxes paid $1,441
 $
 $
Supplemental disclosure of non-cash investing and financing activities:      
Amounts accrued for purchases of property and equipment $75
 $473
 $156
Payment of debt issuance cost (279) 
 
Repurchase of common stock (199,998) 
 
Proceeds from issuance of common stock under equity incentive plans, net of taxes paid related to net share settlement 14,224
 13,719
 12,776
Net cash provided by (used in) financing activities 153,215
 (63,797) $131,655
Net increase (decrease) in cash, cash equivalents and restricted cash 62,243
 (110,804) 101,976
Cash, cash equivalents and restricted cash at beginning of period 58,436
 169,240
 67,264
Cash, cash equivalents and restricted cash at end of period $120,679
 $58,436
 $169,240


  Year Ended December 31,
  2019 2018 2017
       
Supplemental disclosure of cash flow information:      
Interest paid $9,029
 $16,891
 $20,295
Income taxes paid $188
 $220
 $3,015
Supplemental disclosure of non-cash investing and financing activities:      
Amounts accrued for purchases of property and equipment $61
 $542
 $189
Debt issuance cost included in accounts payable $68
 $
 $
Right-of-use assets obtained in exchange for lease obligation $897
 $
 $
Leasehold improvements paid by lessor $
 $1,322
 $13
See accompanying notes to consolidated financial statements.


F-5





HALOZYME THERAPEUTICS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands)
 Common Stock 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Accumulated
Deficit
 
Total
Stockholders’
Equity (Deficit)
 Common Stock 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Accumulated
Deficit
 
Total
Stockholders’
Equity (Deficit)
 Shares Amount  Shares Amount 
BALANCE AT JANUARY 1, 2014 114,534
 $115
 $361,930
 $17
 $(382,052) $(19,990)
BALANCE AT JANUARY 1, 2017 129,502
 $130
 $552,737
 $(6) $(585,342) $(32,481)
Share-based compensation expense 
 
 15,274
 
 
 15,274
 
 
 30,670
 
 
 30,670
Issuance of common stock for cash, net 8,846
 9
 107,704
 
 
 107,713
 11,500
 11
 134,863
 
 
 134,874
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units, net 1,552
 1
 6,787
 
 
 6,788
 1,796
 2
 12,774
 
 
 12,776
Issuance of restricted stock awards, net 789
 1
 (1) 
 
 
Other comprehensive loss 
 
 
 (58) 
 (58)
Net loss 
 
 
 
 (68,375) (68,375)
BALANCE AT DECEMBER 31, 2014 125,721
 126
 491,694
 (41) (450,427) 41,352
Share-based compensation expense 
 
 20,838
 
 
 20,838
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units, net 2,056
 2
 13,096
 
 
 13,098
Issuance of restricted stock awards, net 375
 
 
 
 
 
Other comprehensive loss 
 
 
 (58) 
 (58)
Net loss 
 
 
 
 (32,231) (32,231)
BALANCE AT DECEMBER 31, 2015 128,152
 128
 525,628
 (99) (482,658) 42,999
Cancellation of restricted stock awards, net (9) 
 
 
 
 
Other comprehensive income 
 
 
 (444) 
 (444)
Net income 
 
 
 
 62,971
 62,971
BALANCE AT DECEMBER 31, 2017 142,789
 143
 731,044
 (450) (522,371) 208,366
Adjustment to beginning retained earnings 
 
 (339) 
 339
 
 
 
 
 
 71,263
 71,263
Share-based compensation expense 
 
 25,585
 
 
 25,585
 
 
 35,696
 
 
 35,696
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net 570
 1
 1,947
 
 
 1,948
 1,932
 2
 13,717
 
 
 13,719
Issuance of restricted stock awards, net 780
 1
 (84) 
 
 (83) 4
 
 
 
 
 
Other comprehensive loss 
 
 
 173
 
 173
Net loss 
 
 
 
 (80,330) (80,330)
BALANCE AT DECEMBER 31, 2018 144,725
 145
 780,457
 (277) (531,438) 248,887
Share-based compensation expense 
 
 34,776
 
 
 34,776
Issuance of common stock pursuant to exercise of stock options and vesting of restricted stock units and performance restricted stock units, net 2,493
 2
 14,222
 
 
 14,224
Issuance of restricted stock awards, net 74
 
 
 
 
 
Repurchase of common stock (10,579) (10) (199,988)     (199,998)
Equity component of convertible notes     65,599
     65,599
Other comprehensive income 
 
 
 93
 
 93
 
 
 
 517
   517
Net loss 
 
 
 
 (103,023) (103,023) 
 
 
 
 (72,240) (72,240)
BALANCE AT DECEMBER 31, 2016 129,502
 $130
 $552,737
 $(6) $(585,342) $(32,481)
BALANCE AT DECEMBER 31, 2019 136,713
 137
 695,066
 240
 (603,678) 91,765
See accompanying notes to consolidated financial statements.


F-6





Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements
1.Organization and Business
1. Organization and Business
Halozyme Therapeutics Inc. is a biotechnologybiopharma technology platform company focused on developing and commercializing novel oncology therapies. We are seeking to translate our unique knowledge of the tumor microenvironment to create therapies that have the potential to improve cancer patient survival. Our research primarily focuses on human enzymes that alter the extracellular matrix and tumor microenvironment. The extracellular matrix is a complex matrix of proteins and carbohydrates surrounding the cell that provides structural support in tissuesinnovative and orchestrates many important biological activities, including cell migration, signalingdisruptive solutions with the goal of improving patient experience and survival. Over many years, we have developed unique technology and scientific expertise enabling us to pursue this target-rich environment for the development of therapies.
outcomes. Our proprietary enzymes areenzyme rHUPH20 is used to facilitate the delivery of injected drugs and fluids, potentially enhancing the efficacy and the convenience of other drugs or can be used to alter tissue structures for potential clinical benefit.fluids. We exploit our technology and expertise using a two pillar strategy that we believe enables us to manage risk and cost by: (1) developing our own proprietary products in therapeutic areas with significant unmet medical needs, with a focus on oncology, and (2) licensinglicense our technology to biopharmaceutical companies to collaboratively develop products that combine our ENHANZE® drug delivery technology with the collaborators’ proprietary compounds.
The majority of ourOur approved product and our collaborators’ approved products and product candidates are based on rHuPH20, our patented recombinant human hyaluronidase enzyme. rHuPH20 is the active ingredient in our first commercially approved product, Hylenex® recombinant (“Hylenex”), and it works by temporarily breaking down hyaluronan (or “HA”), a naturally occurring complex carbohydrate that is a major component of the extracellular matrix in tissues throughout the body such as skin and cartilage. We believe this temporary degradation creates an opportunistic windowThis temporarily increases dispersion and absorption allowing for the improved subcutaneous delivery of injectable biologics, such as monoclonal antibodies and other large therapeutic molecules, as well as small molecules and fluids. We refer to the application of rHuPH20 to facilitate the delivery of other drugs or fluids as our ENHANZE® Technology. Drug Delivery Technology (“ENHANZE”). We license the ENHANZE Technologytechnology to form collaborations with biopharmaceutical companies that develop or market drugs requiring or benefiting from injection via the subcutaneous route of administration. In the development of proprietary intravenous (IV) drugs combined with our ENHANZE technology, data have been generated supporting the potential for ENHANZE to reduce treatment burden, as a result of shorter duration of subcutaneous (SC) administration. ENHANZE may enable fixed-dose SC dosing compared to weight-based dosing required for IV administration, and potentially allow for lower rates of infusion related reactions. Lastly, certain proprietary drugs co-formulated with ENHANZE have been granted additional exclusivity, extending the patent life of the product beyond the one of the proprietary IV drug.
We currently have ENHANZE collaborations with F. Hoffmann-La Roche, Ltd. and Hoffmann-La Roche, Inc. (“Roche”), Baxalta US Inc. and Baxalta GmbH (Baxalta Incorporated was acquired by(now members of the Takeda group of companies, following the acquisition of Shire plc by Takeda Pharmaceutical Company Limited in June 2016)January 2019) (“Baxalta”), Pfizer Inc. (“Pfizer”), Janssen Biotech, Inc. (“Janssen”), AbbVie, Inc. (“AbbVie”), and Eli Lilly and Company (“Lilly”), Bristol-Myers Squibb Company (“BMS”), Alexion Pharma Holding (“Alexion”) and ARGENX BVBA (“argenx”). We receive royalties from two of these collaborations, including royalties from sales of one product approved in both the United States and outside the United States from the Baxalta collaboration and from sales of two products approved for marketing outside the United States from the Roche collaboration. Future potential revenues from the sales and/or royalties of our approved products, product candidates, and ENHANZE collaborations will depend on the ability of Halozyme and our collaborators to develop, manufacture, secure and maintain regulatory approvals for approved products and product candidates and commercialize product candidates.
Our proprietary development pipeline consists primarily of pre-clinical andOn November 4, 2019, we announced that our HALO-301 Phase 3 clinical stage product candidates in oncology. Our lead oncology program isstudy evaluating PEGPH20 (PEGylated recombinant human hyaluronidase), a molecular entity we are developing in combination with currently approved cancer therapiesABRAXANE and gemcitabine as a candidatefirst-line therapy for the systemic treatment of tumors that accumulate HA. We have demonstrated that when HA accumulatespatients with metastatic pancreatic cancer failed to reach the primary endpoint of overall survival. The study failed to demonstrate an improvement in a tumor, it can cause higher pressure in the tumor, reducing blood flow into the tumoroverall survival compared to gemcitabine and with that, reduced access of cancer therapiesnab-paclitaxel alone (11.2 months median overall survival compared to 11.5 months, HR=1.00, p=0.9692). Due to the tumor.results of the study, we halted development activities for PEGPH20, has been demonstrated in animal modelsclosed our oncology operations and implemented an organizational restructuring to work by temporarily degrading HA surrounding cancer cells resulting in reduced pressure and increased blood flow tofocus our operations on ENHANZE.
We closed all ongoing oncology clinical studies including the tumor thereby enabling increased amounts of anticancer treatments administered concomitantly gaining access to the tumor. Through our efforts and efforts of our partners and collaborators, we are currently in Phase 2 and Phase 3 clinical testing for PEGPH20 with ABRAXANE® (nab-paclitaxel) and gemcitabine in stage IV pancreatic ductal adenocarcinoma (“PDA”) (Studies 109-202(HALO-301) and 109-301), in Phase 1b clinical testing forPEGPH20 with KEYTRUDA® (pembrolizumab) in non-small cell lung cancer and gastric cancer (Study 107-101) and inthe Phase 1b/2 clinical testing for PEGPH20 with HALAVEN® (eribulin)Tecentriq in patients with cholangiocarcinoma and gall bladder cancer (HALO 110-101/MATRIX). The Roche -Genentech sponsored MORPHEUS PDA and gastric cancer studies closed the arms containing PEGPH20 to enrollment. All patients who were treated within PEGPH20 arms are off PEGPH20 treatment and are in follow up, to two lines of prior therapy for HER2-negative metastatic breast cancer.


F-7

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


per study protocol.
Except where specifically noted or the context otherwise requires, references to “Halozyme,” “the Company,” “we,” “our,” and “us” in these notes to consolidated financial statements refer to Halozyme Therapeutics, Inc. and its wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.’s wholly owned subsidiaries, Halozyme Holdings Ltd., Halozyme Royalty LLC, Halozyme Switzerland GmbH and Halozyme Switzerland Holdings GmbH.
2.Summary of Significant Accounting Policies
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Halozyme Therapeutics, Inc. and our wholly owned subsidiary, Halozyme, Inc., and Halozyme, Inc.’s wholly owned subsidiaries, Halozyme Holdings Ltd., Halozyme Royalty LLC, Halozyme Switzerland GmbH and Halozyme Switzerland Holdings GmbH. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments, which are based on historical and anticipated results and trends and on various other assumptions that management believes to be reasonable under the circumstances. By their nature, estimates are subject to an inherent degree of uncertainty and, as such, actual results may differ from management’s estimates.
Cash Equivalents and Marketable Securities
Cash equivalents consist of highly liquid investments, readily convertible to cash, that mature within ninety days or less from the date of purchase. OurAs of December 31, 2019, our cash equivalents consistconsisted of money market funds.
Marketable securities are investments with original maturities of more than ninety days from the date of purchase that are specifically identified to fund current operations. Marketable securities are considered available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current balance sheet date which reflects management’s intention to use the proceeds from the sale of these investments to fund our operations, as necessary. Such available-for-sale investments are carried at fair value with unrealized gains and losses recorded in other comprehensive gainincome (loss) and included as a separate component of stockholders’ equity (deficit) equity.. The cost of marketable securities is adjusted for amortization of premiums or accretion of discounts to maturity, and such amortization or accretion is included in investment and other income, net in the consolidated statements of operations. We use the specific identification method for calculating realized gains and losses on marketable securities sold. Realized gains and losses and declines in value judged to be other-than-temporary on marketable securities, if any, are included in investment and other income, net in the consolidated statements of operations.
Restricted Cash
Under the terms of the leases onof our facilities, we are required to maintain letters of credit as security deposits during the terms of such leases. At December 31, 20162019 and 2015,2018, restricted cash of $0.5 million was pledged as collateral for the letters of credit.
Fair Value of Financial Instruments
The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Our financial instruments include cash equivalents, available-for-sale marketable securities, accounts receivable, prepaid expenses and other assets, accounts payable, accrued expenses and long-term debt. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Further, basedBased on Level 3 inputs and the borrowing rates currently available for loans with similar terms, we believe the fair value of long-term debt approximates its carrying value.


F-8

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




Available-for-sale marketable securities consist of asset-backed securities, corporate debt securities, U.S. Treasury securities and commercial paper, and are measured at fair value using Level 1 and Level 2 inputs. Level 2 financial instruments are valued using market prices on less active markets and proprietary pricing valuation models with observable inputs, including interest rates, yield curves, maturity dates, issue dates, settlement dates, reported trades, broker-dealer quotes, issue spreads, benchmark securities or other market related data. We obtain the fair value of Level 2 investments from our investment manager, who obtains these fair values from a third-party pricing source. We validate the fair values of Level 2 financial instruments provided by our investment manager by comparing these fair values to a third-party pricing source.
The following table summarizes, by major security type, our cash equivalents and marketable securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands):
  December 31, 2016 December 31, 2015
  Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value
Cash equivalents:            
Money market funds $60,916
 $
 $60,916
 $38,595
 $
 $38,595
             
Available-for-sale marketable
   securities:
            
Corporate debt securities 
 40,207
 40,207
 
 62,052
 62,052
U.S. Treasury securities 94,010
 
 94,010
 
 
 
Commercial paper 
 4,000
 4,000
 
 2,995
 2,995
  $154,926
 $44,207
 $199,133
 $38,595
 $65,047
 $103,642
There were no transfers between Level 1 and Level 2 of the fair value hierarchy for the years ended December 31, 2016 and 2015. We have no instruments that are classified within Level 3 as of December 31, 2016 and 2015.
Concentrations of Credit Risk, Sources of Supply and Significant Customers
We are subject to credit risk from our portfolio of cash equivalents and marketable securities. These investments were made in accordance with our investment policy which specifies the categories, allocations, and ratings of securities we may consider for investment. The primary objective of our investment activities is to preserve principal while at the same time maximizing the income we receive without significantly increasing risk. We maintain our cash and cash equivalent balances with one major commercial bank and marketable securities with another financial institution. Deposits held with the financial institutions exceed the amount of insurance provided on such deposits. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities to the extent recorded on the consolidated balance sheets.
We are also subject to credit risk from our accounts receivable related to our product sales and revenues under our license and collaborative agreements. We have license and collaborative agreements with pharmaceutical companies under which we receive payments for royalties, license fees, milestone payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk formulation of rHuPH20. In addition, we sell Hylenex® recombinant in the United States to a limited number of established wholesale distributors in the pharmaceutical industry. Credit is extended based on an evaluation of the customer’s financial condition, and collateral is not required. Management monitors our exposure to accounts receivable by periodically evaluating the collectibility of the accounts receivable based on a variety of factors including the length of time the receivables are past due, the financial health of the customer and historical experience. Based upon the review of these factors, we recorded no0 allowance for doubtful accounts at December 31, 20162019 and 2015.2018. Approximately 93% of the accounts receivable balance at December 31, 2019 represents amounts due from Janssen, Roche and Baxalta. Approximately 81% of the accounts receivable balance at December 31, 20162018 represents amounts due from Roche and Baxalta. Approximately 89% of the accounts receivable balance at December 31, 2015 represents amounts due from Roche and Lilly.


F-9

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


The following table indicates the percentage of total revenues in excess of 10% with any single customer:
  Year Ended December 31,
  2016 2015 2014
Roche 63% 42% 57%
Baxalta 12% 7% 3%
Lilly 6% 19% 
AbbVie 4% 17% 
Janssen 2% 1% 20%
  Year Ended December 31,
  2019 2018 2017
Roche 40% 72% 38%
argenx 23% —% —%
Janssen 18% 2% 6%
BMS 1% 4% 32%
Alexion 1% 3% 13%
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


We attribute revenues under collaborative agreements, including royalties, to the individual countries where the collaboratorcustomer is headquartered. We attribute revenues from product sales to the individual countries to which the product is shipped. Worldwide revenues from external customers are summarized by geographic location in the following table (in thousands):
  Year Ended December 31,
  2019 2018 2017
United States $116,083
 $40,475
 $196,274
Switzerland 78,413
 109,890
 119,136
All other foreign 1,496
 1,497
 1,203
Total revenues $195,992
 $151,862
 $316,613

  Year Ended December 31,
  2016 2015 2014
United States $52,292
 $77,149
 $31,397
Switzerland 93,067
 57,136
 42,791
All other foreign 1,332
 772
 1,146
Total revenues $146,691
 $135,057
 $75,334
As of December 31, 2016 and 2015, we had $0.1 million and $0.3 million, respectively, of research equipment in Germany.
We rely on two2 third-party manufacturers for the supply of bulk rHuPH20 for use in the manufacture of Hylenex recombinant and our other collaboration products and product candidates. Payments due to these suppliers represented 13%47% and 20%2% of the accounts payable balance at December 31, 20162019 and 2015,2018, respectively. We also rely on a third-party manufacturer for the fill and finish of Hylenex recombinant product under a contract. Payments due to this supplier represented 2%8% and 4%0% of the accounts payable balance at December 31, 20162019 and 2015,2018, respectively.
Accounts Receivable, Net
Accounts receivable is recorded at the invoiced amount and is non-interest bearing. Accounts receivable is recorded net of allowances for doubtful accounts, cash discounts for prompt payment, distribution fees and chargebacks. We recorded no0 allowance for doubtful accounts at December 31, 20162019 and 20152018 as the collectibility of accounts receivable was reasonably assured.
Inventories
Inventories are stated at lower of cost or market.net realizable value. Cost is determined on a first-in, first-out basis. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventories are reviewed periodically for potential excess, dated or obsolete status. We evaluate the carrying value of inventories on a regular basis, taking into account such factors as historical and anticipated future sales compared to quantities on hand, the price we expect to obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand.
PriorBulk rHuPH20 formulations manufactured for partner use prior to our partner receiving marketing approval from the U.S. Food and Drug Administration (“FDA”) or comparable regulatory agencies in foreign countries costs related to purchases of bulk rHuPH20 and raw materials and the manufacturing of the product candidateswith no alternative future use are recorded as research and development expense. All direct manufacturing costs incurred after receivingthe partner receives marketing approval are capitalized as inventory. Bulk rHuPH20 formulations manufactured for general partner and internal use, which can potentially be used by any collaboration partner or by us in Hylenex, and ENHANZE drug product used by our partners in clinical trials, is considered to have alternative future use and all manufacturing costs are capitalized as inventory. Inventories used in our clinical trials are expensed at the time the inventories are packaged for the clinical trials.
As of December 31, 20162019 and 2015,2018, inventories consisted of $2.3$1.4 million and $1.4$2.2 million, respectively, of Hylenex recombinant inventory, respectively,net, and $12.3$28.0 million and $8.2$20.4 million, respectively, of bulk rHuPH20, respectively,rHuPH20.
Leases

The Company has entered into operating leases primarily for real estate and automobiles. These leases have terms which range from 3 years to 6 years. We determine if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, accrued expenses and other long-term liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the manufacturepresent value of Balxalta’sthe future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset also includes any lease payments made and Roche’s collaboration products.


F-10

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




excludes lease incentives and initial direct costs incurred. Our leases often include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
We have lease agreements with lease and non-lease components, which are generally accounted for separately. For certain equipment leases, such as automobiles, we account for the lease and non-lease components as a single lease component.
Property and Equipment, Net
Property and equipment are recorded at cost, less accumulated depreciation and amortization. Equipment is depreciated using the straight-line method over theirits estimated useful lives oflife ranging from three years to ten years and leasehold improvements are amortized using the straight-line method over the estimated useful life of the asset or the lease term, whichever is shorter. Leased buildings under build-to-suit lease arrangements are capitalized and included in property and equipment when we are involved in the construction of the structural improvements or take construction risk prior to the commencement of the lease. Upon completion of the construction under the build-to-suit leases, we assess whether those arrangements qualify for sales recognition under the sale-leaseback accounting guidance. If we continue to be the deemed owner, the facilities would be accounted for as financing leases.
Impairment of Long-Lived Assets
We account for long-lived assets in accordance with authoritative guidance for impairment or disposal of long-lived assets. Long-lived assets are reviewed for events or changes in circumstances, which indicate that their carrying value may not be recoverable. For the years ended December 31, 2016 and 2015, there was no impairment of the value of long-lived assets.
Deferred Rent
Rent expense is recorded on a straight-line basis over the initial term of the lease. The difference between rent expense accrued and amounts paid under lease agreements is recorded as deferred rent and is included in accrued expenses and other long-term liabilities, as applicable, in the accompanying consolidated balance sheets.
Comprehensive Income (Loss)
Comprehensive income (loss) is defined as the change in equity during the period from transactions and other events and circumstances from non-owner sources.
Revenue Recognition
We generate revenues from product sales and payments received under collaborative agreements. Collaborative agreement payments may include nonrefundable fees at the inceptionagreements and product sales. As of the agreements, license fees, milestone and event-based payments for specific achievements designated in the collaborative agreements, reimbursements of research and development services and supply of bulk rHuPH20, and/or royalties on sales of products resultingJanuary 1, 2018, we adopted ASC 606, Revenue from collaborative arrangements.
WeContracts with Customers (ASC 606) which affects how we recognize revenues in accordancethese arrangements. We applied the provisions of ASC 606 using the modified retrospective approach, with the authoritative guidancecumulative effect of the adoption recognized as of January 1, 2018, to all contracts that had not been completed as of that date. Under ASC 606, we recognize revenue when we transfer promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To determine revenue recognition. Werecognition for contracts with customers we perform the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy the performance obligations. Amounts reported in prior periods have not been adjusted to reflect the adoption of ASC 606. Accordingly, the reported revenue amounts for the year ended December 31, 2019 and 2018 and the year ended December 31, 2017 are based on different accounting policies.
Prior to the ASC 606 adoption, revenue was recognized when all of the following criteria arewere met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller’s price to the buyer is fixed or determinable; and (4) collectibility is reasonably assured. Differences between the revenue recognition policies applicable prior to the adoption and ASC 606 are described in the following sections and in Note 4.
Revenues under Collaborative Agreements - as reported under ASC 606 beginning January 1, 2018
Under these agreements, we grant the collaboration partner a worldwide license to develop and commercialize products using our ENHANZE technology to combine our patented rHuPH20 enzyme with their proprietary biologics directed at up to a specified number of targets. Targets are usually licensed on an exclusive, global basis. Targets selected subsequent to inception of the arrangement require payment of an additional license fee. The collaboration partner is responsible for all development, manufacturing, clinical, regulatory, sales and marketing costs for any products developed under the agreement. We are responsible for supply of bulk rHuPH20 based on the collaboration partner’s purchase orders, and may also be separately engaged to perform research and development services. While these collaboration agreements are similar in that they originate from the same framework, each one is the result of an arms-length negotiation and thus may vary from one to the other.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


We collect an upfront license payment from the collaboration partner, and are also entitled to receive event-based payments subject to the collaboration partner’s achievement of specified development, regulatory and sales-based milestones. In several agreements, collaboration partners pay us annual fees to maintain their exclusive license rights if they are unable to advance product development to specified stages. We earn separate fees for bulk rHuPH20 supplies and research and development services. In addition, the collaboration partner will pay us royalties at an on average mid-single digit percent rate of their sales if products under the collaboration are commercialized. All amounts owed to us are noncancelable after the underlying triggering event occurs, and nonrefundable once paid. Unless terminated earlier in accordance with its terms, the collaboration generally continues in effect until the later of: (i) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration, and (ii) expiration of the last to expire royalty term for a product developed under the collaboration, which is determined separately for each country. In the event such valid claims expire prior to the last to expire royalty term, the royalty rate is reduced for the remaining royalty term following such expiration. The collaboration partner may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis generally upon 90 days prior written notice to us. Upon any such termination, the license granted to the collaboration partner (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement, the on-going licenses granted will become perpetual, non-exclusive and fully paid.
Although these agreements are in form structured as collaborative agreements, we concluded for accounting purposes they represent contracts with customers, and are not subject to accounting literature on collaborative arrangements. This is because we grant to collaboration partners licenses to our intellectual property, and provide supply of bulk rHuPH20 and research and development services which are all outputs of our ongoing activities, in exchange for consideration. We do not develop assets jointly with collaboration partners, and do not share in significant risks of their development or commercialization activities. Accordingly, we concluded our collaborative agreements must be accounted for pursuant to ASC Topic 606, Revenue from Contracts with Customers.
Under all of our collaborative agreements, we have identified licenses to use functional intellectual property as the only performance obligation. The intellectual property underlying the license is our proprietary ENHANZE® technology which represents application of rHuPH20 to facilitate delivery of drugs or fluids. The license grants the collaboration partners right to use our intellectual property as it exists on the effective date of the license, because there is no ongoing development of the ENHANZE technology required. Therefore, we recognize revenue from licenses at the point when the license becomes effective and the collaboration partner has received access to our intellectual property, usually at the inception of the agreement.
When collaboration partners can select additional targets to add to the licenses granted, we consider these rights to be options. We evaluate whether such options contain material rights, i.e. have exercise prices that are discounted compared to what we would charge for a similar license to a new collaboration partner. The exercise price of these options includes a combination of the target selection fees, event-based milestone payments and royalties. When these amounts in aggregate are not offered at a discount that exceeds discounts available to other customers, we conclude the option does not contain a material right, and we consider grants of additional licensing rights upon option exercises to be separate contracts (target selection contracts).
We provide standard indemnification and protection of licensed intellectual property for our customers. These provisions are part of assurance that the licenses meet the agreements’ representations and are not obligations to provide goods or services.
We also fulfill purchase orders for supply of bulk rHuPH20 and perform research and development services pursuant to projects authorization forms for our collaboration partners, which represent separate contracts. Additionally, we price our supply of bulk rHuPH20 and research and development services at our regular selling prices, called standalone selling price or SSP. Therefore, our collaboration partners do not have material rights to order these items at prices not reflective of SSP. Refer to the discussion below regarding recognition of revenue for these separate contracts.
Transaction price for a contract represents the amount to which we are entitled in exchange for providing goods and services to the customer. Transaction price does not include amounts subject to uncertainties unless it is probable that there will be no significant reversal of revenue when the uncertainty is resolved. Apart from the upfront license payment (or target selection fees in the target selection contracts), all other fees we may earn under our collaborative agreements are subject to significant uncertainties of product development. Achievement of many of the event-based development and regulatory milestones may not be probable until such milestones are actually achieved. This generally relates to milestones such as obtaining marketing authorization approvals.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


With respect to other development milestones, e.g. dosing of a first patient in a clinical trial, achievement could be considered probable prior to its actual occurrence, based on the progress towards commencement of the trial. We do not include any amounts subject to uncertainties into the transaction price until it is probable that the amount will not result in a significant reversal of revenue in the future. At the end of each reporting period, we re-evaluate the probability of achievement of such milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price.
When target exchange rights are held by collaboration partners, and the amounts attributed to these rights are not refundable, they are included in the transaction price. However, they are recorded as deferred revenues because we have a potential performance obligation to provide a new target upon an exchange right being exercised. These amounts are recognized in revenue when the right of exchange expires or is exercised.
Because our agreements have one type of performance obligation (licenses) which are typically all transferred at the same time at agreement inception, allocation of transaction price often is not required. However, allocation is required when licenses for some of the individual targets are subject to rights of exchange, because revenue associated with these targets cannot be recognized. We perform an allocation of the upfront amount based on relative SSP of licenses for individual targets. We determine license SSP using income-based valuation approach utilizing risk-adjusted discounted cash flow projections of the estimated return a licensor would receive. When amounts subject to uncertainties, such as milestones and royalties, are included in the transaction price, we attribute them to the specific individual target licenses which generate such milestone or royalty amounts.
We also estimate SSP of bulk rHuPH20 and research and development services, to determine that our collaboration partners do not have material rights to order them at discounted prices. For supplies of bulk rHuPH20, because we effectively act as a contract manufacturer to our collaboration partners, we estimate and charge SSP based on the typical contract manufacturer margins consistently with all of our collaborative partners. We determine SSP of research and development services based on a fully-burdened labor rate. Our rates are comparable to those we observe in other collaborative agreements. We also have a history of charging similar rates to all of our collaboration partners.
Upfront amounts allocated to licenses to individual targets are recognized as revenue when the license is transferred to the collaboration partner, as discussed above, if the license is not subject to exchange rights, or when the exchange right expires or is exercised. Development milestones and other fees are recognized in revenue when they are included in the transaction price, because by that time we have already transferred the related license to the collaboration partner.
Sales-based milestones and royalties cannot be recognized until the underlying sales occur. We do not receive final royalty reports from our collaboration partners until after we complete our financial statements for a prior quarter. Therefore, we recognize revenue based on estimates of the royalty earned, which are based on preliminary reports provided by our collaboration partners. We will record a true-up in the following quarter if necessary, when final royalty reports are received. To date, we have not recorded any material true-ups.
In contracts to provide research and development services, such services represent the only performance obligation. The fees are charged based on hours worked by our employees and the fixed contractual rate per hour, plus third-party pass-through costs, on a monthly basis. We recognize revenues as the related services are performed based on the amounts billed, as the collaboration partner consumes the benefit of research and development work simultaneously as we perform these services, and the amounts billed reflect the value of these services to the customer.
Refer to Note 4 Revenue, for further discussion on our collaborative arrangements.
Prior to the adoption of ASC 606 on January 1, 2018, we recognized upfront amounts received under two of our collaborative agreements straight-line over the contract term in accordance with the accounting standards that were in effect in 2006-2007, when these collaborative agreements were entered into. In addition, we recognized royalty revenue in the period when we received final royalty reports from the collaboration partners, in the quarter following the quarter in which the corresponding sales occurred. There were no other adoption differences in revenue recognized due to the transition from the previously existing authoritative accounting literature to ASC 606.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Product Sales,Net - as reported under ASC 606 beginning January 1, 2018
HylenexRecombinant
We sell Hylenex recombinant in the U.S. to wholesale pharmaceutical distributors, who sell the product to hospitals and other end-user customers. Sales to wholesalers provideare made pursuant to purchase orders subject to the terms of a master agreement, and delivery of individual packages of Hylenex recombinant represent performance obligations under each purchase order. We use a contract manufacturer to produce Hylenex recombinant and a third-party logistics (3PL) vendor to process and fulfill orders. We concluded we are the principal in the sales to wholesalers because we control access to services rendered by both vendors and direct their activities. We have no significant obligations to wholesalers to generate pull-through sales.
Selling prices initially billed to wholesalers are subject to discounts for sellingprompt payment and subsequent chargebacks when wholesalers sell Hylenex recombinant at negotiated discounted prices that are fixed on the dateto members of sale, although we offer discounts to certain group purchasing organizations (“GPOs”), hospitals and government programs. The wholesalers take title to the product, bear the risk of loss of ownership and have economic substance to the inventory. Further, we have no significant obligations for future performance to generate pull-through sales.
We have developed sufficient historical experience and data to reasonably estimate future returns and chargebacks of Hylenex recombinant. As a result, we recognize Hylenex recombinant product sales and related cost of product sales at the time title transfers to the wholesalers.


F-11

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Upon recognition of revenue from product sales of Hylenex recombinant, we record certain sales reserves and allowances as a reduction to gross revenue. These reserves and allowances include:
Product Returns. We allow the wholesalers to return product that is damaged or received in error. In addition, we accept unused product to be returned beginning six months prior to and ending twelve months following product expiration. Our estimates for expected returns of expired products are based primarily on an ongoing analysis of historical return patterns.
Distribution Fees. Thealso pay quarterly distribution fees based on contractually determined rates, arise from contractual agreements we have withto certain wholesalers for distributioninventory reporting and chargeback processing, and to GPOs as administrative fees for services they provide with respectand for access to Hylenex recombinant. TheseGPO members. We concluded the benefits received in exchange for these fees are generally a fixed percentagenot distinct from our sales of Hylenexrecombinant, and accordingly we apply these amounts to reduce revenues. Wholesalers also have rights to return unsold product nearing or past the price of the product purchased by the wholesalers.
Prompt Payment Discounts. We offer cash discounts to certain wholesalers as an incentive to meet certain payment terms. We estimate prompt payment discounts based on contractual terms, historical utilization rates, as available, and our expectations regarding future utilization rates.    
Other Discounts and Fees. We provide discounts to end-user members of certain GPOs under collective purchasing contracts between us and the GPOs. We also provide discounts to certain hospitals, who are members of the GPOs, with which we do not have contracts. The end-user members purchase products from the wholesalers at a contracted discounted price, and the wholesalers then charge back to us the difference between the current retail price and the price the end-users paid for the product. We also incur GPO administrative service fees for these transactions. In addition, we provide predetermined discounts under certain government programs. Our estimate for these chargebacks and fees takes into consideration contractual terms, historical utilization rates, as available, and our expectations regarding future utilization rates.
Allowances for product returns and chargebacks are based on amounts owed or to be claimed on the related sales. We believe that our estimated product returns for Hylenex recombinant requires the use of judgment and is subject to change based on our experience and certain quantitative and qualitative factors. In order to develop a methodology to reliably estimate future returns and provide a basis for recognizing revenue on sales to wholesale distributors, we analyze many factors, including, without limitation: (1) actual Hylenex recombinant product return history, taking into account product expiration dating at the time of shipment, (2) re-order activities of the wholesalers as well as their customers and (3) levels of inventory in the wholesale channel. We have monitored actual return history on an individual product lot basis since product launch. We consider the dating of product at the time of shipment into the distribution channel and changes in the estimated levels of inventory within the distribution channel to estimate our exposure to returned product. We also consider historical chargebacks activity and current contract prices to estimate our exposure to returned product. Based on such data, we believe we have the information needed to reasonably estimate product returns and chargebacks.
We recognize product sales reserves and allowances as a reduction of product sales in the same period the related revenue is recognized.date. Because of the shelf life of Hylenex recombinant and our lengthy return period, there may be a significant period of time between when the product is shipped and when we issue credits on returned product. If
We estimate the transaction price when we receive each purchase order taking into account the expected reductions of the selling price initially billed to the wholesaler arising from all of the above factors. We have compiled historical experience and data to estimate future returns and chargebacks of Hylenex recombinant and the impact of the other discounts and fees we pay. When estimating these adjustments to the transaction price, we reduce it sufficiently to be able to assert that it is probable that there will be no significant reversal of revenue when the ultimate adjustment amounts are known.
Each purchase order contains only one type of product, and is usually shipped to the wholesaler in a single shipment. Therefore, allocation of the transaction price to individual packages is not required.
We recognize revenue from Hylenex recombinant product sales and related cost of sales upon product delivery to the wholesaler location. At that time, the wholesalers take control of the product as they take title, bear the risk of loss of ownership, and have an enforceable obligation to pay us. They also have the ability to direct sales of product to their customers on terms and at prices they negotiate. Although wholesalers have product return rights, we do not believe they have a significant incentive to return the product to us.
Upon recognition of revenue from product sales of Hylenex recombinant, the estimated amounts of credit for product returns, chargebacks, distribution fees, prompt payment discounts, and GPO fees are included in sales reserves, accrued liabilities and net of accounts receivable. We monitor actual product return resultsreturns, chargebacks, discounts and fees subsequent to the sale. If these amounts differ from our estimates, we will be required to make adjustments to these allowances, in the future, which could have an effect onare applied to increase or reduce product sales revenue and earnings in the period of adjustments.adjustment.
Bulk rHuPH20
SubsequentIn connection with the orders placed by wholesalers, we incur costs such as commissions to receiving marketing approvalour sales representatives. However, as revenue from the FDA or comparable regulatory agencies in foreign countries, sales of bulk rHuPH20 for use in collaboration commercial products are recognized as product sales when the materials have met all the specifications required for the customer’s acceptance and title and risk of loss have transferredis recognized upon delivery to the customer. Followingwholesaler, which occurs shortly after we receive a purchase order, we do not capitalize these commissions and other costs, based on application of the receipt of European marketing approvals of Roche’s Herceptin SC product in August 2013 and MabThera® SC product in March 2014 and Baxalta’s HYQVIA product in May 2013, revenue frompractical expedient allowed within the sales of bulk rHuPH20 for these collaboration products has been recognized as product sales.applicable guidance.


F-12

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




Revenues under Collaborative AgreementsBulk rHuPH20
We have entered into licensesell bulk rHuPH20 to collaboration partners for use in research and development; subsequent to receiving marketing approval, we sell it for use in collaboration agreements under which our collaborators obtained worldwide rights for the use of our proprietary rHuPH20 enzyme in the development and commercialization of their biologic compounds identified as targets. These agreements may also contain other elements. Pursuantcommercial products. Sales are made pursuant to purchase orders subject to the terms of these agreements, collaborators could be required to make various payments to us for each target, including nonrefundable upfront license fees, exclusivity fees, payments based on achievement of specified milestones designated in the collaborative agreements, annual maintenance fees, reimbursements of research and development services, payments for supply of bulk rHuPH20 used by the collaborator and/or royalties on sales of products resulting from collaborative agreements.
In order to account for the multiple-element arrangements, we identify the deliverables included within the collaborative agreement, and evaluate which deliverables representdelivery of units of accounting.bulk rHuPH20 represent performance obligations under each purchase order. We then determineprovide a standard warranty that the appropriate method of revenue recognitionproduct conforms to specifications. We use contract manufacturers to produce bulk rHuPH20 and have concluded we are the principal in the sales to collaboration partners. The transaction price for each unitpurchase order of bulk rHuPH20 is fixed based on the naturecost of production plus a contractual markup, and timingis not subject to adjustments. Allocation of the delivery process. Analyzingtransaction price to individual quantities of the arrangementproduct is usually not required because each order contains only one type of product.
We recognize revenue from the sale of bulk rHuPH20 as product sales and related cost of sales upon transfer of title to identify deliverables requiresour partners. At that time, the usepartners take control of judgment,the product, bear the risk of loss of ownership, and each deliverable may behave an enforceable obligation to deliver services, a right or licensepay us.
ENHANZE Drug Product
We sell ENHANZE drug product to collaboration partners for use an asset, or another performance obligation. The deliverables under our collaborative agreements include (i) the license to our rHuPH20 technology, (ii) at the collaborator’s request,in research and development services whichin early phase clinical studies. Sales are reimbursed at contractually determined rates, and (iii) at the collaborator’s request, supply of bulk rHuPH20 which is reimbursed at our cost plus a margin. A delivered item is considered a separate unit of accounting when the delivered item has valuemade pursuant to purchase orders subject to the collaborator onterms of the collaborative agreement, and delivery of units of ENHANZE drug product represent performance obligations under each purchase order. We provide a standalone basisstandard warranty that the product conforms to specifications. We use contract manufacturers to produce ENHANZE drug product and we concluded we are the principal in the sales to collaboration partners. The transaction price for each purchase order of ENHANZE drug product is fixed based on the considerationcost of production plus a contractual markup, and is not subject to adjustments. Allocation of the relevant facts and circumstances for each arrangement. We base this determination on the collaborators’ abilitytransaction price to use the delivered items on their own without us supplying undelivered items, which we determine taking into consideration factors such as the research capabilitiesindividual quantities of the collaborator,product is usually not required because each order contains only one type of product.
We recognize revenue from the availabilitysale of research expertiseENHANZE drug product as product sales and related cost of sales upon transfer of title to our partners. At that time, the partners take control of the product, bear the risk of loss of ownership, and have an enforceable obligation to pay us.
Revenue Presentation
In our statements of operations, we report as revenues under collaborative agreements the upfront payments, event-based development and regulatory milestones and sales milestones. We also include in this field in the general marketplace, and the ability to procure the supply of bulk rHuPH20category revenues from the marketplace.
Arrangement consideration is allocated at the inception of the agreement to all identified units of accounting based on their relative selling price. The relative selling price for each deliverable is determined using vendor specific objective evidence (“VSOE”) of selling price or third-party evidence of selling price if VSOE does not exist. If neither VSOE nor third-party evidence of selling price exists, we use our best estimate of the selling price for the deliverable. The amount of allocable arrangement consideration is limited to amounts that are not contingent upon the delivery of additional items or meeting other specified performance conditions. The consideration received is allocated among the separate units of accounting and the applicable revenue recognition criteria are applied to each of the separate units. Changes in the allocation of the sales price between delivered and undelivered elements can impact revenue recognition but do not change the total revenue recognized under any agreement.
Nonrefundable upfront license fees are recognized upon delivery of the license if facts and circumstances dictate that the license has standalone value from the undelivered items, which generally include research and development services and the manufacturecontracts pursuant to project authorization forms. We report royalties received from collaboration partners as a separate line in our statements of operations.
Revenues from sales of Hylenex recombinant, bulk rHuPH20 that has alternative future use and ENHANZE drug product are included in product sales, net.
In the relative selling price allocationfootnotes to our financial statements, we provide disaggregated revenue information by type of the license is equal to or exceeds the upfront license fee, persuasive evidencearrangement (product sales, net, collaborative agreements and research and development services), and additionally, by type of an arrangement exists, our price to the collaborator is fixed or determinable and collectibility is reasonably assured. Upfrontpayment stream received under collaborative agreements (upfront license fees, are deferred if factsevent-based development and circumstances dictate that the license does not have standalone value. The determination of the length of the period over which to defer revenue is subject to judgmentregulatory milestones and estimationother fees, sales milestones and can have an impact on the amount of revenue recognized in a given period.royalties).
When collaborators have rights to elect additional targets, the rights are assessed as to whether they represent deliverables at the inception of the arrangement. In assessing these contingent deliverables, we consider whether the right is a substantive option. We consider a right to be a substantive option if the election of the additional targets is not essential to the functionality of the other elements in the arrangement and if we are truly at risk of the right being exercised. If the right is determined to be a substantive option, we further consider whether the right is priced at a significant and incremental discount that should be accounted for as an element of the arrangement. If a right is determined to be a substantive option and is not priced at a significant and incremental discount, it is not treated as a deliverable in the arrangement and receives no allocation at the inception of the arrangement of the original arrangement consideration. The right is then accounted for when and if it is exercised.


F-13

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)



Certain of our collaborative agreements provide for milestone payments upon achievement of development and regulatory events and/or specified sales volumes of commercialized products by the collaborator. We account for milestone payments in accordance with the provisions of ASU No. 2010-17, Revenue Recognition - Milestone Method (“Milestone Method of Accounting”). We recognize consideration that is contingent upon the achievement of a milestone in its entirety as revenue in the period in which the milestone is achieved only if the milestone is substantive in its entirety. A milestone is considered substantive when it meets all of the following criteria:
1.The consideration is commensurate with either the entity’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone;
2.The consideration relates solely to past performance; and
3.The consideration is reasonable relative to all of the deliverables and payment terms within the arrangement.
A milestone is defined as an event (i) that can only be achieved based in whole or in part on either the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, and (iii) that would result in additional payments being due to the vendor.
Reimbursements of research and development services are recognized as revenue during the period in which the services are performed as long as there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the related receivable is reasonably assured. Revenue from the manufacture of bulk rHuPH20 is recognized when the materials have met all specifications required for the collaborator’s acceptance and title and risk of loss have transferred to the collaborator. We do not directly control when any collaborator will request research and development services or supply of bulk rHuPH20; therefore, we cannot predict when we will recognize revenues in connection with research and development services and supply of bulk rHuPH20.
Since we receive royalty reports 60 days after quarter end, royalty revenue from sales of collaboration products by our collaborators is recognized in the quarter following the quarter in which the corresponding sales occurred.
The collaborative agreements typically provide the collaborators the right to terminate such agreement in whole or on a product-by-product or target-by-target basis at any time upon 30 to 90 days prior written notice to us. There are no performance, cancellation, termination or refund provisions in any of our collaborative agreements that contain material financial consequences to us.
Refer to Note 4, “Collaborative Agreements,” for further discussion on our collaborative arrangements.
Cost of Product Sales
Cost of product sales consists primarily of raw materials, third-party manufacturing costs, fill and finish costs, freight costs, internal costs and manufacturing overhead associated with the production of Hylenex recombinant and bulk rHuPH20 for use in approved collaboration products.and ENHANZE drug product that has alternative future use. Cost of product sales also consists of the write-down of excess, dated and obsolete inventories and the write-off of inventories that do not meet certain product specifications, if any.
Prior to European marketing approvals of Roche’s collaboration products Herceptin SC in August 2013bulk rHuPH20 and MabThera SC in March 2014 and Baxalta’s collaborationENHANZE drug product HYQVIA in May 2013,having alternative future use, all costs related to the manufacturing of bulk rHuPH20 for these collaborationthose products were charged to research and development expenses in the periods such costs were incurred. ForDuring the year ended December 31, 2014, cost of product2019, sales of bulk rHuPH20 excluded $1.0and ENHANZE drug product included $1.5 million of cost of sales that were previously expensed as research and development. Of the bulk rHuPH20 and ENHANZE drug product that has alternative future use on hand as of December 31, 2019, approximately $0.1 million in manufacturing costs of which $0.9 million and $0.1 million were charged topreviously recorded as research and development expenses inexpenses. We expect to sell this inventory by the years ended December 31, 2013 and 2012, respectively. There was no bulk rHuPH20 excluded from costend of product sales for the years ended December 31, 2016 and 2015.


F-14

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


2020.
Research and Development Expenses
Research and development expenses include salaries and benefits, facilities and other overhead expenses, external clinical trial expenses, research related manufacturing services, contract services and other outside expenses. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to our research and development efforts and have no alternative future uses.AfterWhen bulk rHuPH20 is manufactured for use in research and development by us or our partners and the product cannot be redirected for alternative use due to formulation and manufacturing specifications, the manufacturing costs are recorded as research and development expense. Bulk rHuPH20 that is manufactured for partner use prior to our partner receiving marketing approval from the FDA or comparable regulatory agencies in foreign countries and meet these specifications is recorded as research and development expenses. Bulk rHuPH20 formulations manufactured for a product,general partner and internal use, which can potentially be used by any collaboration partner or by us in Hylenex, is considered to have alternative future use and all manufacturing costs related to purchases and manufacturing of bulk rHuPH20 for such product are capitalized as inventory. The manufacturing costs of bulk rHuPH20Inventories used in our clinical trials were expensed at the time the inventories were packaged for the collaboration products, Herceptin SC, MabThera SC and HYQVIA, incurred after the receipt of marketing approvals are capitalized as inventory.clinical trials.
We are obligated to make upfront payments upon execution of certain research and development agreements. Advance payments, including nonrefundable amounts, for goods or services that will be used or rendered for future research and development activities are deferred. Such amounts are recognized as expense as the related goods are delivered or the related services are performed or such time when we do not expect the goods to be delivered or services to be performed.
Milestone payments that we make in connection with in-licensed technology for a particular research and development project that have no alternative future uses (in other research and development projects or otherwise) and therefore no separate economic value are expensed as research and development costs at the time the costs are incurred. We currently have no0 in-licensed technologies that have alternative future uses in research and development projects or otherwise.
Clinical Trial Expenses
PaymentsWe make payments in connection with our clinical trials are often made under contracts with multiple contract research organizations that conductsupport conducting and managemanaging clinical trials on our behalf.trials. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee, unit price or on a time and materials basis. A portion of our obligation to make payments under these contracts depends on factors such as the successful enrollment or treatment of patients or the completion of other clinical trial milestones.
Expenses related to clinical trials are accrued based on our estimates and/or representations from service providers regarding work performed, including actual level of patient enrollment, completion of patient studies and progress of the clinical trials. Other incidental costs related to patient enrollment or treatment are accrued when reasonably certain. If the amounts we are obligated to pay under our clinical trial agreements are modified (for instance, as a result of changes in the clinical trial protocol or scope of work to be performed), we adjust our accruals accordingly on a prospective basis. Revisions to our contractual payment obligations are charged to expense in the period in which the facts that give rise to the revision become reasonably certain. Historically, such revisions
Halozyme Therapeutics, Inc.
Notes to our clinical trial expense accruals have not had a material impact on our consolidated results of operations or financial position.Consolidated Financial Statements — (Continued)


Share-Based Compensation
We record compensation expense associated with stock options, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”), and RSUs with performance conditions (“PRSUs”) in accordance with the authoritative guidance for stock-based compensation. The cost of employee services received in exchange for an award of an equity instrument is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense on a straight-line basis over the requisite service period of the award. Share-based compensation expense for an award with a performance condition is recognized when the achievement of such performance condition is determined to be probable. If the outcome of such performance condition is not determined to be probable or is not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Forfeitures are recognized as a reduction of share-based compensation expense as they occur.


F-15

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Income Taxes
We provide for income taxes using the liability method. Under this method, deferred income tax assets and liabilities are determined based on the differences between the financial statement carrying amounts of existing assets and liabilities at each year end and their respective tax bases and are measured using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Significant judgment is required by management to determine our provision for income taxes, our deferred tax assets and liabilities, and the valuation allowance to record against our net deferred tax assets, which are based on complex and evolving tax regulations throughout the world. Deferred tax assets and other tax benefits are recorded when it is more likely than not that the position will be sustained upon audit. While we have begun to utilize certain of our net operating losses, we have not yet established a track record of profitability. Accordingly, valuation allowances have been recorded to reduce our net deferred tax assets to zero0, with the exception of the alternative minimum tax ("AMT") credit carryover of $1.7 million. Under the Tax Cuts and Jobs Act (the “Act”) enacted in December 2017, the AMT credit carryover will either be utilized, or if unutilized fully refunded in 2022. For all other deferred tax assets, the valuation allowance will reduce the net value to 0 until such time as we can demonstrate an ability to realize them.
DuringThe 2015 and 2016 federal returns were selected for audit by the fourth quarter of 2016, we established a new Swiss subsidiary, Halozyme Switzerland GmbH (Halozyme Switzerland). Halozyme Switzerland is party to a tax ruling providing that the total Swiss income tax rate will not exceed 10% through December 2026.IRS. The audit was completed in September 2019 with no material adjustments.
Net Loss(Loss) Income Per Share
Basic net loss(loss) income per common share is computed by dividing net loss(loss) income for the period by the weighted average number of common shares outstanding during the period, without consideration for common stock equivalents. Outstanding stock options, unvested RSAs, unvested RSUs and unvested PRSUsthe Convertible Notes are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive. BecauseFor the years ended December 31, 2019, 2018 and 2017, approximately 33.1 million, 13.8 million, and 7.1 million shares, respectively, of our net loss, outstanding common stock equivalents totaling approximately 13,761,123, 9,780,593options, unvested RSAs, unvested RSUs and 8,405,903Convertible Notes were excluded from the calculation of diluted net loss(loss) income per common share for the years ended December 31, 2016, 2015 and 2014, respectively, because their effect was anti-dilutive.
The 19.3 million shares underlying the conversion option of the Convertible Notes will not have an impact on our diluted earnings per share when net income is reported until the average market price of our common stock exceeds the conversion price of $23.85 per share, as we intend and have the ability to settle the principal amount of the Convertible Notes in cash upon conversion. We compute the potentially dilutive impact of the shares of common stock related to the Convertible Notes using the treasury stock method.
A reconciliation of the numerators and the denominators of the basic and diluted net (loss) income per common share computations is as follows (in thousands, except per share amounts):
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


  Year Ended December 31,
  2019 2018 2017
Numerator:      
Net (loss) income $(72,240) $(80,330) $62,971
Denominator:      
Weighted average common shares outstanding for basic
net (loss) income per share
 144,329
 143,599
 136,419
Net effect of dilutive common stock equivalents 
 
 2,649
Weighted average common shares outstanding for diluted
net (loss) income per share
 144,329
 143,599
 139,068
Net (loss) income per share:      
Basic $(0.50) $(0.56) $0.46
Diluted $(0.50) $(0.56) $0.45

Segment Information
We operate our business in one1 segment, which includes all activities related to the research, development and commercialization of our proprietary enzymes. This segment also includes revenues and expenses related to (i) research and development and bulk rHuPH20 manufacturing activities conducted under our collaborative agreements with third parties and (ii) product sales of Hylenex recombinant. The chief operating decision-maker reviews the operating results on an aggregate basis and manages the operations as a single operating segment. Our long-lived assets located in foreign countries had minimalno book value as of December 31, 20162019, 2018 and 2015.2017.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Adoption and Pending Adoption of Recent Accounting Pronouncements
The following table provides a brief description of recently issued accounting standards, those adopted in the current yearperiod and those not yet adopted:
Standard Description Effective Date 
Effect on the Financial
Statements or Other Significant Matters
In April 2015,February 2016, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): SimplifyingASU 2016-02, Leases (Topic 842). In July 2018, the Presentation of Debt Issuance Costs.FASB issued additional guidance related to Topic 842. The new guidance requires that debt issuance costs relatedlessees to a recognized debt liability be presented in the balance sheet as a direct deduction from that debt liability, consistent with the presentation of a debt discount.recognize assets and liabilities for most leases and provides enhanced disclosures. AdoptedJanuary 1, 2019We implemented the guidance on January 1, 2016.There was no material2019 using a modified retrospective transition basis for leases existing as of the period of adoption. In order to adopt the new standard, we used the available practical expedients and newly implemented processes and internal controls for lease accounting. The practical expedients allowed us to carry forward our historical assessment of whether existing agreements are or contain a lease and the classification of our existing lease arrangements. All of our real-estate and automobile operating lease commitments are recognized as lease liabilities with corresponding right-of-use assets, which resulted in an increase in the assets and liabilities of the consolidated balance sheet of $7.2 million, using an assumed weighted average discount rate of 10.0%. The adoption did not have an impact on our consolidated financial statements of operations and related disclosures.did not require recognition of a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We elected to continue applying the guidance under ASC 840 for comparative periods, as allowed through ASC 2018-11.
       



F-16

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




Standard Description Effective Date 
Effect on the Financial
Statements or Other Significant Matters
In November 2015,December 2019, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes.2019-12, Simplifying the Accounting for Income Taxes

 
The new guidance requires companiesremoves certain exceptions to classify allthe general principles of ASC 740 in order to simplify the complexities of its application. These changes include eliminations to the exceptions for intraperiod tax allocation, recognizing deferred tax assetsliabilities related to outside basis differences, and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts.year-to-date losses in interim periods among others.

 Adopted
January 1, 2019

We early adopted the new guidance on January 1, 2016.
There was2019. With the adoption we no material impact on our consolidated financial statements and related disclosures.longer apply the exception to the general rule for intraperiod tax allocations under the incremental method. During the period, we would have recorded a $14.7 million tax expense to APIC fully offset by a $14.7 million tax benefit in continuing operations.

       
In March 2016,August 2018, the FASB issued ASU 2016-09, Compensation - Stock Compensation.2018-15, Intangibles-Goodwill and other Internal-Use Software (Subtopic 350-40)

 
The new guidance changes certain aspects of accountingaligns the requirement for share-based paymentscapitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirement for capitalizing implementation costs incurred to employees and involves several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equitydevelop or liabilities, and classification on the statement of cash flows. Specifically,obtain internal-use software (and hosting arrangements that include an internal-use software license).

January 1, 2020

We plan to adopt the new guidance requires that all income tax effects of share-based awards be recognized as income tax expense or benefit in the reporting period in which they occur. Additionally, the new guidance amends existing guidance to allow forfeitures of share-based awards to be recognized as they occur.
Adopted on January 1, 2016.The cumulative effect2020. We do not anticipate the adoption will have a material impact on our condensed consolidated financial position or results of adoption was a decrease of $0.3 million to both additional paid-in capital and accumulated deficit.operations.

       
In August 2014,2018, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern.2018-13, Fair Value Measurement (Topic 820). 
The new guidance requires,removes, modifies and adds to certain disclosure requirements on fair value measurements in connection with preparing financial statements for each annual and interim reporting period, an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable).
December 31, 2016.There was no material impact on our consolidated financial statements and related disclosures in the current period. In an annual or interim reporting period where conditions or events exist that raise substantial double about our ability to continue as a going concern, applicable disclosure will be provided.


F-17

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Topic 820, Fair Value Measurement.
StandardDescriptionEffective Date
Effect on the Financial
Statements or Other Significant Matters
In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory.The new guidance requires that for entities that measure inventory using the first-in, first-out method, inventory should be measured at the lower of cost or net realizable value. Topic 330, Inventory, currently requires an entity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less an approximate normal profit margin. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. January 1, 2017.2020 TheWe plan to adopt the new guidance on January 1, 2020. We do not anticipate the adoption is not expected towill have a material impact on our consolidated financial position or results of operations.
       
In JanuaryJune 2016, the FASB issued ASU 2016-01,2016-13, Financial Instruments - Overall; Recognition andCredit Losses (Topic 326), Measurement of Credit Losses on Financial Assets and Financial Liabilities.Instruments The new guidance supersedesstandard amends the guidanceimpairment model by requiring entities to classify equity securities with readily determinable fair values into different categories (that is, trading or available-for-sale)use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and requires equity securities to becertain other instruments that aren’t measured at fair value with changes in the fair value recognized through net income. The new guidance requires public businessFor available-for-sale debt securities, entities that arewill be required to disclose fairrecognize an allowance for credit losses rather than a reduction in carrying value of financial instruments measured at amortized cost on the balance sheetasset. Entities will no longer be permitted to measureconsider the length of time that fair value using the exit price notion consistent with Topic 820, Fair Value Measurement.has been less than amortized cost when evaluating when credit losses should be recognized. January 1, 2018.We currently do not hold equity securities, and we are evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.


F-18

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


StandardDescriptionEffective Date2020 
Effect on the Financial
Statements or Other Significant Matters
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). In March, April, May and December 2016, the FASB issued additional guidance related to Topic 606.
The new standard will supersede nearly all existing revenue recognition guidance. Under Topic 606, an entity is required to recognize revenue upon transfer of promised goods or services to customers in an amount that reflects the expected consideration to be received in exchange for those goods or services. Topic 606 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates, and also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used. The new standard also defines accounting for certain costs related to origination and fulfillment of contracts with customers, including whether such costs should be capitalized. The new standard permits adoption either by using (i) a full retrospective approach for all periods presented in the period of adoption or (ii) a modified retrospective approach where the new standard is applied in the financial statements starting with the year of adoption. Under both approaches, cumulative impact of the adoption is reflected as an adjustment to retained earnings (accumulated deficit) as of the earliest date presented in accordance with the new standard.


January 1, 2018. Early adoption is permitted.
We plan to implementadopt the new guidance on January 1, 2018.2020. We currently plan to adopt usingdo not anticipate the modified retrospective approach; however, a final decision regarding the adoption method has not been finalized at this time. We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. However, we anticipate an impact to timing of recognition of payments related to certain of our license and collaboration agreements (1) and the timing of recognition of our sales-based royalties.(2) We anticipate that this standard will have a material impact on our consolidated financial statements. Additional areasposition or results of impact may be identified as we continue our evaluation. We cannot reasonably estimate additional quantitative information related to the impact of the new standard on our financial statements at this time.operations.


In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash.
Current U.S. GAAP either is unclear or does not include specific guidance on the eight cash flow classification issues included in ASU 2016-15. The new guidance is an improvement to U.S. GAAP and is intended to reduce the current and potential future diversity in practice. ASU 2016-18 provides additional classification guidance for restricted cash, which requires that restricted cash be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.January 1, 2018. Early adoption is permitted.We are currently evaluating the effect that the updated standard will have on our consolidated statement of cash flows.




F-19

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


StandardDescriptionEffective Date
Effect on the Financial
Statements or Other Significant Matters
In February 2016, the FASB issued ASU 2016-02, Leases.The new guidance requires lessees to recognize assets and liabilities for most leases and provides enhanced disclosures.January 1, 2019. Early adoption is permitted.We are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures. However, we anticipate recognition of additional assets and corresponding liabilities related to our leases on our consolidated balance sheet.
_______________
(1)Under the new standard, we are required to assess whether licenses granted under our collaboration and license agreements are distinct from other performance obligations and functional when granted. We expect that license-related amounts, including upfront payments, exclusive designation fees, annual license maintenance fees and sales based milestones will be recognized, generally, when earned. Currently, these amounts as related to certain of our license and collaboration agreements are being amortized over the term of the collaboration agreement. For example, during the year ended December 31, 2016 we recognized revenue from amortization of license payments of $4.1 million, and total deferred revenue related to license payments under collaboration agreements as of December 31, 2016 was $43.9 million. While we have not completed our evaluation at this time, we anticipate a potential reduction or elimination of our associated deferred revenue balances upon adoption of Topic 606.
(2)Under the new standard, we expect sales-based royalties will be recognized in the quarter they are earned based on estimates, with true-up to actual results following the in the subsequent quarter. Sales-based royalty revenue earned under our collaboration and license agreements is presently recognized when the royalty reports are made available. Upon adoption of Topic 606, we will evaluate and reduce our accumulated deficit, and increase our accounts receivable, net, by the amount earned but not yet reported in our consolidated balance sheet at the time of adoption. We are establishing a process to estimate sales-based royalty revenues in the quarter in which the sales occur.


F-20

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




3.Marketable Securities
3. Fair Value Measurement
Available-for-sale marketable securities consisted of the following (in thousands):
  December 31, 2019
  Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Asset-backed securities $30,484
 $55
 $
 $30,539
Corporate debt securities 161,308
 178
 (14) 161,472
U.S. Treasury securities 75,192
 40
 (5) 75,227
Commercial paper 33,845
 
 
 33,845
  $300,829
 $273
 $(19) $301,083
  December 31, 2016
Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Corporate debt securities $40,221
 $1
 $(15) $40,207
U.S. Treasury securities 94,002
 24
 (16) 94,010
Commercial paper 4,000
 
 
 4,000
  $138,223
 $25
 $(31) $138,217

  December 31, 2018
  Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Asset-backed securities $39,787
 $
 $(40) $39,747
Corporate debt securities 57,860
 
 (127) 57,733
U.S. Treasury securities 84,924
 
 (87) 84,837
Commercial paper 114,273
 
 
 114,273
  $296,844
 $
 $(254) $296,590
  December 31, 2015
Description Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value
Corporate debt securities $62,151
 $
 $(99) $62,052
Commercial paper 2,995
 
 
 2,995
  $65,146
 $
 $(99) $65,047

As of December 31, 2016, $132.2 million of our2019, 11 available-for-sale marketable securities were scheduled to mature within the next twelve months. There were $81.8with a fair market value of $82.9 million of available-for-sale securities that matured during the year ended December 31, 2016. There were no realized gains or losses for the years ended December 31, 2016, 2015 and 2014. As of December 31, 2016, 11 available-for-sale marketable securities were in a gross unrealized loss position of $19 thousand, all of which had been in such position for less than twelve12 months. Based on our review of these marketable securities, we believe we had no0 other-than-temporary impairments on these securities as of December 31, 20162019, because we do not intend to sell these securities and it is not more-likely-than-not that we will be required to sell these securities before the recovery of their amortized cost basis.
4.Collaborative Agreements
Roche Collaboration
In December 2006, we and Roche entered into a collaboration and license agreement, under which Roche obtained a worldwide license to develop and commercialize product combinationsContractual maturities of rHuPH20 and up to thirteen Roche target compounds (the “Roche Collaboration”). Roche initially had the exclusive right to apply rHuPH20 to three pre-defined Roche biologic targets with the option to develop and commercialize rHuPH20 with ten additional targets. Roche had the right to exercise this option to identify additional targets for ten years. As of the ten year anniversary in December 2016, Roche has elected a total of eight targets, two of whichavailable-for-sale debt securities are exclusive.
In August 2013, Roche received European marketing approval for its collaboration product, Herceptin SC, for the treatment of patients with HER2-positive breast cancer and launched Herceptin SC in the European Union (“EU”) in September 2013. In March 2014, Roche received European marketing approval for its collaboration product, MabThera SC, for the treatment of patients with common forms of non-Hodgkin lymphoma (“NHL”). In June 2014, Roche launched MabThera SC in the EU. In May 2016, Roche announced that the EMA approved Mabthera SC to treat patients with chronic lymphocytic leukemia. In November 2016, the FDA accepted Genentech’s (a member of the Roche Group) Biologics License Application (“BLA”) for a subcutaneous formulation of rituximab for CLL and NHL. This is a co-formulation with rHuPH20, which is approved and marketed under the MabThera SC brand in countries outside the U.S.
Roche assumes all development, manufacturing, clinical, regulatory, sales and marketing costs under the Roche Collaboration, while we are responsible for the supply of bulk rHuPH20. We are entitled to receive reimbursements for providing research and development services and supplying bulk rHuPH20 to Roche at its request.

as follows (in thousands):

  December 31, 2019 December 31, 2018
  Estimated Fair Value
Due within one year $274,805
 $296,590
After one but within five years 26,278
 
  $301,083
 $296,590
F-21

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




UnderThe following table summarizes, by major security type, our cash equivalents and available-for-sale marketable securities that are measured at fair value on a recurring basis and are categorized using the terms of the Roche Collaboration, Roche pays us a royalty on each product commercialized under the agreement consisting of a mid-single digit percent of the net sales of such product. Unless terminated earlier in accordance with its terms, the Roche Collaboration continues in effect until the expiration of Roche’s obligation to pay royalties. Roche has the obligation to pay royalties to us with respect to each product commercialized in each country, during the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the Roche Collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. In the event such valid claims expire, the royalty rate is reduced for the remaining royalty term.
Payments received from Roche, excluding royalties and reimbursements for providing research and development services and supplying bulk rHuPH20, since inception of the collaboration agreement are as followsfair value hierarchy (in thousands):
  December 31, 2019 December 31, 2018
  Level 1 Level 2 Total estimated fair value Level 1 Level 2 Total estimated fair value
Cash equivalents:            
Money market funds $119,949
 $
 $119,949
 $57,987
 $
 $57,987
Available-for-sale marketable
   securities:
            
Asset-backed securities 
 30,539
 30,539
 
 39,747
 39,747
Corporate debt securities 
 161,472
 161,472
 
 57,733
 57,733
U.S. Treasury securities 75,228
 
 75,228
 84,837
 
 84,837
Commercial paper 
 33,845
 33,845
 
 114,273
 114,273
  $195,177
 $225,856
 $421,033
 $142,824
 $211,753
 $354,577

 As of
December 31, 2016
Upfront license fee payment for the application of rHuPH20 to the initial exclusive targets$20,000
Election of additional exclusive targets and annual license maintenance fees for the right to
   designate the remaining targets as exclusive targets
23,000
Clinical development milestone payments13,000
Regulatory milestone payments8,000
Sales-based milestone payments15,000
Total payments received$79,000
Due to our continuing involvement obligations (for example, support activities associated with rHuPH20), revenues from the upfront payment, exclusive designation fees, annual license maintenance feesThere were 0 transfers between Level 1 and sales-based milestone payments were deferred and are being amortized over the remaining termLevel 2 of the Roche Collaboration.
Forfair value hierarchy during the yearsyear ended December 31, 2016, 2015 and 2014, we recognized approximately $3.3 million, $3.3 million, and $3.0 million, respectively, of Roche deferred revenues, excluding reimbursements for providing research and development services and supplying bulk rHuPH20, as revenues under collaborative agreements. Total Roche deferred revenues, excluding deferred revenues related to reimbursements for providing research and development services and supplying bulk rHuPH20,2019. We had 0 instruments that were approximately $35.7 million and $39.0 millionclassified within Level 3 as of December 31, 20162019 and 2015, respectively.2018.
Baxalta Collaboration
In September 2007, we and Baxalta entered into a collaboration and license agreement, under which Baxalta obtained a worldwide, exclusive license to develop and commercialize HYQVIA, a combination of Baxalta’s current product GAMMAGARD LIQUID and our patented rHuPH20 enzyme (the “Baxalta Collaboration”). In May 2013, the European Commission granted Baxalta marketing authorization in all EU Member States for the use of HYQVIA (solution for subcutaneous use), a combination of GAMMAGARD LIQUID and rHuPH20 in dual vial units, as replacement therapy for adult patients with primary and secondary immunodeficiencies. Baxalta launched HYQVIA in the EU in July 2013. In September 2014, the FDA approved HYQVIA for treatment of adult patients with primary immunodeficiency. In October 2014, Baxalta announced the launch and first shipments of HYQVIA in the U.S.
The Baxalta Collaboration is applicable to both kit and formulation combinations. Baxalta assumes all development, manufacturing, clinical, regulatory, sales and marketing costs under the Baxalta Collaboration, while we are responsible for the supply of bulk rHuPH20. We perform research and development activities and supply bulk rHuPH20 at the request of Baxalta, and are reimbursed by Baxalta under the terms of the Baxalta Collaboration. In addition, Baxalta has certain product development and commercialization obligations in major markets identified in the Baxalta Collaboration.


F-22

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Under the terms of the Baxalta Collaboration, Baxalta pays us a royalty consisting of a mid-single digit percent of the net sales of HYQVIA. Unless terminated earlier in accordance with its terms, the Baxalta Collaboration continues in effect until the expiration of Baxalta’s obligation to pay royalties to us. Baxalta has the obligation to pay royalties to us, with respect to each product commercialized in each country, during the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the Baxalta Collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. In the event such valid claims expire, the royalty rate is reduced for the remaining royalty term.
Payments received from Baxalta, excluding royalties and reimbursements for providing research and development services and supplying bulk rHuPH20, since inception of the collaboration agreement are as follows (in thousands):
 As of
December 31, 2016
Upfront license fee payment for the application of rHuPH20 to the initial exclusive target$10,000
Regulatory milestone payments3,000
Sales-based milestone payments4,000
Total payments received$17,000
Due to our continuing involvement obligations (for example, support activities associated with rHuPH20 enzyme), the upfront license fee and sales-based milestone payments were deferred and are being recognized over the term of the Baxalta Collaboration.
For each of the years ended December 31, 2016, 2015 and 2014, we recognized approximately $0.8 million of Baxalta deferred revenues as revenues under collaborative agreements. Total Baxalta deferred revenues were approximately $8.2 million and $9.0 million as of December 31, 2016 and 2015, respectively.
Other Collaborations
In December 2015, we and Lilly entered into a collaboration and license agreement, under which Lilly has the worldwide license to develop and commercialize products combining our patented rHuPH20 enzyme with Lilly proprietary biologics directed at up to five targets (the “Lilly Collaboration”). Targets, once selected, will be on an exclusive, global basis. As of December 31, 2016, Lilly has elected two specified exclusive targets and one specified semi-exclusive target. Lilly has the right to elect up to two additional targets for additional fees. The upfront license payment may be followed by event-based payments subject to Lilly’s achievement of specified development, regulatory and sales-based milestones. In addition, Lilly will pay royalties to us if products under the collaboration are commercialized. Unless terminated earlier in accordance with its terms, the Lilly Collaboration continues in effect until the later of: (i) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration, and (ii) expiration of the last to expire royalty term for a product developed under the collaboration. The royalty term of a product developed under the Lilly Collaboration, with respect to each country, consists of the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. In the event such valid claims expire, the royalty rate is reduced for the remaining royalty term. Lilly may terminate the agreement prior to expiration for any reason in its entirety upon 60 days prior written notice to us. Upon any such termination, the license granted to Lilly (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement, the licenses granted will become perpetual, non-exclusive and fully paid.
In June 2015, we and AbbVie entered into a collaboration and license agreement, under which AbbVie has the worldwide license to develop and commercialize products combining our patented rHuPH20 enzyme with AbbVie proprietary biologics directed at up to nine targets (the “AbbVie Collaboration”). Targets, once selected, will be on an exclusive, global basis. As of December 31, 2016, AbbVie has elected one specified exclusive target, TNF alpha. AbbVie has the right to elect up to eight additional targets for additional fees. The upfront license payment may be followed by event-based payments subject to AbbVie’s achievement of specified development, regulatory and sales-based milestones. In addition, AbbVie will pay tiered royalties to us if products under the collaboration are commercialized. Unless terminated earlier in accordance with its terms, the AbbVie Collaboration continues in effect until the later of: (i) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the


F-23

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


collaboration, and (ii) expiration of the last to expire royalty term for a product developed under the collaboration. The royalty term of a product developed under the AbbVie Collaboration, with respect to each country, consists of the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. In the event such valid claims expire, the royalty rate is reduced for the remaining royalty term. AbbVie may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis upon 90 days prior written notice to us. Upon any such termination, the license granted to AbbVie (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement, the licenses granted will become perpetual, non-exclusive and fully paid.
In December 2014, we and Janssen entered into a collaboration and license agreement, under which Janssen has the worldwide license to develop and commercialize products combining our patented rHuPH20 enzyme with Janssen proprietary biologics directed at up to five targets (the “Janssen Collaboration”). Targets, once selected, will be on an exclusive, global basis. As of December 31, 2016, Janssen has elected one specified exclusive target, CD38. Janssen has the right to elect four additional targets in the future upon payment of additional fees. In addition, Janssen will pay royalties to us if products under the collaboration are commercialized. Unless terminated earlier in accordance with its terms, the Janssen Collaboration continues in effect until the later of (i) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration, and (ii) expiration of the last to expire royalty term for a product developed under the collaboration. The royalty term of a product developed under the Janssen Collaboration, with respect to each country, consists of the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. In the event such valid claims expire, the royalty rate is reduced for the remaining royalty term. Janssen may terminate the agreement prior to expiration for any reason in its entirety or on a product-by-product basis upon 90 days prior written notice to us. Upon any such termination, the license granted to Janssen (in total or with respect to the terminated target, as applicable) will terminate provided, however, that in the event of expiration of the agreement, the licenses granted will become perpetual, non-exclusive and fully paid.
In December 2012, we and Pfizer entered into a collaboration and license agreement, under which Pfizer has the worldwide license to develop and commercialize products combining our patented rHuPH20 enzyme with Pfizer proprietary biologics directed at up to six targets (the “Pfizer Collaboration”). Targets may be selected on an exclusive or non-exclusive basis. As of December 31, 2016, Pfizer has elected five specified exclusive targets. In December 2016, Pfizer returned one of its elected targets. Pfizer has the right to elect two additional targets in the future upon payment of additional fees. In addition, Pfizer will pay royalties to us if products under the collaboration are commercialized. Unless terminated earlier in accordance with its terms, the Pfizer Collaboration continues in effect until the later of (i) expiration of the last to expire of the valid claims of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers a product developed under the collaboration, and (ii) expiration of the last to expire royalty term for a product developed under the collaboration. The royalty term of a product developed under the Pfizer Collaboration, with respect to each country, consists of the period equal to the longer of: (a) the duration of any valid claim of our patents covering rHuPH20 or other specified patents developed under the collaboration which valid claim covers the product in such country or (b) ten years following the date of the first commercial sale of such product in such country. Royalties are subject to adjustment as set forth in the agreement. Pfizer may terminate the agreement prior to expiration for any reason in its entirety or on a target-by-target basis upon 30 days prior written notice to us. Upon any such termination, the license granted to Pfizer (in total or with respect to the terminated target, as applicable) will terminate, provided, however, that in the event of expiration of the agreement, the licenses granted will become perpetual, non-exclusive and fully paid.


F-24

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Payments received from other collaborators for upfront license fees, license fees for the election of additional targets, maintenance fees and event-based payments since inception of the collaboration agreements are as follows (in thousands):
 As of
December 31, 2016
Lilly$33,000
AbbVie29,000
Janssen15,250
Pfizer16,500
Total payments received$93,750
At the inception of the Pfizer, Janssen, AbbVie and Lilly arrangements, we identified the deliverables in each arrangement to include the license, research and development services and supply of bulk rHuPH20. We have determined that the license, research and development services and supply of bulk rHuPH20 individually represent separate units of accounting, because each deliverable has standalone value. We determined that the rights to elect additional targets in the future upon the payment of additional license fees are substantive options that are not priced at a significant and incremental discount. Therefore, we determined for each collaboration that the rights to elect additional targets are not deliverables at the inception of the arrangement. The estimated selling prices for the units of accounting we identified were determined based on market conditions, the terms of comparable collaborative arrangements for similar technology in the pharmaceutical and biotech industry and entity-specific factors such as the terms of our previous collaborative agreements, our pricing practices and pricing objectives. The arrangement consideration was allocated to the deliverables based on the relative selling price method and the nature of the research and development services to be performed for the collaborator.
The amount allocable to the delivered unit or units of accounting is limited to the amount that is not contingent upon the delivery of additional items or meeting other specified performance conditions (non-contingent amount). As such, we excluded from the allocable arrangement consideration the event-based payments, milestone payments, annual exclusivity fees and royalties regardless of the probability of receipt. Based on the results of our analysis, we allocated the $12.5 million license fees from Pfizer, the $15.3 million license fee from Janssen, the $23.0 million upfront license fee from AbbVie and the $33.0 million license fees from Lilly to the license fee deliverable under each of the arrangements. We determined that the upfront payments were earned upon the granting of the worldwide, exclusive right to our technology to the collaborators in these arrangements. As a result, we recognized the $12.5 million license fees under the Pfizer Collaboration, the $15.3 million license fee under the Janssen Collaboration, the $23.0 million upfront license fee under the AbbVie Collaboration and the $33.0 million license fees under the Lilly Collaboration as revenues under collaborative agreements in the period when such license fees were earned. We recognized revenue related to event-based payments or milestone payments under these collaborations of $6.0 million, $1.0 million and zero for the years ended December 31, 2016, 2015 and 2014, respectively.
The collaborators are each solely responsible for the development, manufacturing and marketing of any products resulting from their respective collaborations. We are entitled to receive payments for research and development services and supply of bulk rHuPH20 if requested by any collaborator. We recognize amounts allocated to research and development services as revenues under collaborative agreements as the related services are performed. We recognize amounts allocated to the sales of bulk rHuPH20 as revenues under collaborative agreements or product sales, as appropriate, when such bulk rHuPH20 has met all required specifications by the collaborators and the related title and risk of loss and damages have passed to the collaborators. We cannot predict the timing of delivery of research and development services and bulk rHuPH20 as they are at the collaborators’ requests.
Pursuant to the terms of our collaboration agreements with Roche and Pfizer, certain future payments meet the definition of a milestone in accordance with the Milestone Method of Accounting. We are entitled to receive additional milestone payments under our collaboration agreements with Roche and Pfizer for the successful development of the elected targets in the aggregate of up to $62.5 million upon achievement of specified clinical development milestone events and up to $12.0 million upon achievement of specified regulatory milestone events in connection with specified regulatory filings and receipt of marketing approvals.


F-25

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




4. Revenue
Our disaggregated revenues were as follows (in thousands):
  Year Ended December 31,
  2019 2018 2017
Royalties $69,899
 $78,981
 $63,507
       
Product sales, net      
  Sales of bulk rHuPH20 $48,285
 $12,729
 $35,246
  Sales of ENHANZE drug product 768
 460
 
  Sales of Hylenex 16,995
 15,045
 15,150
Total product sales, net 66,048
 28,234
 50,396
       
Revenues under collaborative agreements:      
  Upfront license and target nomination fees 53,000
 26,336
 172,806
  Event-based development milestones and regulatory milestone and other fees 5,500
 16,000
 16,317
  Sales-based milestones 
 
 1,417
  Research and development services 1,545
 2,311
 12,170
Total revenues under collaborative agreements 60,045
 44,647
 202,710
       
Total revenue $195,992
 $151,862
 $316,613

During the year ended December 31, 2019 we recognized revenue related to licenses granted to collaboration partners in prior periods in the amount of $74.9 million. This amount represents royalties earned in the current period, in addition to $5.0 million of variable consideration in the contracts where uncertainties have been resolved and the development milestones were expected to be achieved or were achieved. We also recognized revenue of $4.0 million during the year ended December 31, 2019 that had been included in deferred revenues at December 31, 2018. We did not recognize any adjustments to reduce sales reserves and allowances liability related to Hylenex recombinant sales in prior periods.
Revenue recognized during the year ended December 31, 2017 was determined in accordance with the accounting rules applicable prior to the adoption of ASC 606 on January 1, 2018.
Upon the adoption of ASC 606, we recognized an adjustment to increase our accounts receivable by $19.4 million, decrease deferred revenues by $51.8 million, and decrease accumulated deficit by $71.2 million. The impact of applying the provisions of ASC 606 in the year ended December 31, 2018 was to decrease revenues by $4.7 million. Under the previously existing authoritative accounting literature, at December 31, 2018 our accounts receivable, net would have been $19.3 million lower, and our deferred revenue $47.4 million higher, than the amounts reported in our consolidated balance sheet. ASC 606 did not have an aggregate impact on our net cash used in operating activities, but resulted in offsetting changes in net loss and certain assets and liabilities within net cash used in operating activities in the consolidated statement of cash flows.
Accounts receivable, net and deferred revenues (contract liabilities) from contracts with customers, including collaboration partners, consisted of the following (in thousands):
  December 31, 2019 December 31, 2018
Accounts receivable, net $59,442
 $30,005
Deferred revenues 5,259
 9,255

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


As of December 31, 2019, the amounts included in the transaction price of our contracts with customers, including collaboration partners, and allocated to goods and services not yet provided were $12.3 million of which $7.0 million relates to unfulfilled product purchase orders and $5.3 million has been collected and reported as deferred revenues. The unfulfilled product purchase orders are estimated to be delivered in 2020. Of the total deferred revenues of $5.3 million, $4.0 million is expected to be used by our customers within the next 12 months.
There were 0 contract assets related to collaborative agreements at December 31, 2019. While we may become entitled to receive additional event-based development and regulatory milestones and other fees under our collaborative agreements, which relate to intellectual property licenses granted to collaboration partners in prior periods, no amounts were probable. The following table presents amounts under our collaborative agreements included in the transaction price (i.e. cumulative amounts triggered or probable) as of December 31, 2019 (in thousands):
  
Upfront
(1)
 
Development
(2)
 
Sales
(3)
  Total
Collaboration partner and agreement date:         
Roche (December 2006, September 2017 and October 2018) $105,000
 $30,000
 $22,000
  $157,000
Baxalta (September 2007) 10,000
 3,000
 9,000
  22,000
Pfizer (December 2012) 14,500
 2,000
 
  16,500
Janssen (December 2014) 18,250
 15,000
 
  33,250
AbbVie (June 2015) 23,000
 6,000
 
  29,000
Lilly (December 2015) 33,000
 
 
  33,000
BMS (September 2017) 105,000
 5,000
 
  110,000
Alexion (December 2017) 40,000
 6,000
 
  46,000
argenx (February 2019) 40,000
 5,000
    45,000
Royalties        323,285
Total amounts under our collaborative agreements included in the transaction price        815,035

5.(1)Certain Balance Sheet ItemsUpfront and additional target selection fees
(2)Event-based development and regulatory milestone amounts and other fees
(3)Sales-based milestone amounts
Through December 31, 2019, our collaboration partners have completed development, obtained marketing authorization approvals for certain indications and commenced commercialization of the following products:
Roche, for Herceptin SC in the European Union (“EU”) in August 2013; and MabThera SC in the EU in March 2014 and its equivalent RITUXAN HYCELA™ in the US in June 2017; Herceptin SC in Canada in September 2018; and Herceptin Hylecta in the US in February 2019.
Baxalta, for HYQVIA in the EU and in the US in May 2013.
The remaining targets and products are currently in the process of development by the collaboration partners.

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


5. Certain Balance Sheet Items
Accounts receivable, net consisted of the following (in thousands):
  December 31,
2019
 December 31,
2018
Accounts receivable from product sales to collaborators $35,649
 $3,717
Accounts receivable from revenues under collaborative agreements 3,850
 5,499
Accounts receivable from royalty payments 17,149
 19,199
Accounts receivable from other product sales 3,591
 2,182
     Subtotal 60,239
 30,597
Allowance for distribution fees and discounts (797) (592)
     Total accounts receivable, net $59,442
 $30,005
  December 31,
2016
 December 31,
2015
Accounts receivable from revenues under collaborative agreements $6,151
 $25,939
Accounts receivable from product sales to collaborators 7,854
 4,996
Accounts receivable from other product sales 2,234
 2,442
Total accounts receivable 16,239
 33,377
Allowance for distribution fees and discounts (559) (967)
Total accounts receivable, net $15,680
 $32,410

Inventories consisted of the following (in thousands):
  December 31,
2019
 December 31,
2018
Raw materials $2,769
 $735
Work-in-process 15,710
 11,430
Finished goods 10,880
 10,460
     Total inventories $29,359
 $22,625
  December 31,
2016
 December 31,
2015
Raw materials $761
 $677
Work-in-process 12,850
 8,481
Finished goods 1,012
 331
Total inventories $14,623
 $9,489

Prepaid expenses and other assets consisted of the following (in thousands):
  December 31,
2019
 December 31,
2018
Prepaid manufacturing expenses $30,156
 $8,230
Prepaid research and development expenses 4,964
 7,922
Other prepaid expenses 3,655
 2,513
Other assets 5,681
 6,462
     Total prepaid expenses and other assets 44,456
 25,127
Less long-term portion 11,083
 4,434
     Total prepaid expenses and other assets, current $33,373
 $20,693
  December 31,
2016
 December 31,
2015
Prepaid manufacturing expenses $9,663
 $16,155
Prepaid research and development expenses 8,613
 9,225
Other prepaid expenses 1,661
 1,198
Other assets 1,530
 530
Total prepaid expenses and other assets 21,467
 27,108
Less long-term portion 219
 5,574
Total prepaid expenses and other assets, current $21,248
 $21,534

Prepaid manufacturing expenses include raw materials, slot reservation fees and other amounts paid to contract manufacturing organizations. Such amounts are reclassified to work-in-process inventory onceas materials are used or the manufacturing process has commenced.CMO services are complete.



F-26

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




Property and equipment, net consisted of the following (in thousands):
  December 31,
2019
 December 31,
2018
Research equipment $7,403
 $9,945
Manufacturing equipment 3,858
 3,979
Computer and office equipment 4,859
 5,211
Leasehold improvements 1,628
 4,569
     Subtotal 17,748
 23,704
Accumulated depreciation and amortization (10,742) (16,239)
Subtotal $7,006
 $7,465
Right of use of assets $3,849
 $
     Property and equipment, net $10,855
 $7,465
  December 31,
2016
 December 31,
2015
Research equipment $10,479
 $9,666
Computer and office equipment 3,373
 2,570
Leasehold improvements 2,331
 2,025
Subtotal 16,183
 14,261
Accumulated depreciation and amortization (11,919) (10,318)
Property and equipment, net $4,264
 $3,943
Depreciation and amortization expense was approximately $2.4$4.1 million, $1.7$2.4 million, and $1.8$2.2 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively. The depreciation and amortization expense for the year ended December 31, 2019 is inclusive of $1.8 million ROU asset amortization. As discussed in Note 9, we have recorded a ROU impairment charge of $1.1 million as a result of the organizational restructuring. We also recorded an impairment charge of $1.4 million related to property and equipment as a result of the organizational restructuring (Refer to Note 13 for further details on the organizational restructuring).
Accrued expenses consisted of the following (in thousands):
  December 31,
2019
 December 31,
2018
Accrued outsourced research and development expenses $8,423
 $21,921
Accrued compensation and payroll taxes 27,888
 16,604
Accrued outsourced manufacturing expenses 9,173
 3,975
Other accrued expenses 7,876
 7,623
Lease liability 6,469
 
     Total accrued expenses 59,829
 50,123
Less long-term portion 4,180
 594
     Total accrued expenses, current $55,649
 $49,529

Expense associated with the accretion of the lease liabilities was approximately $0.8 million and 0 for the twelve months ended December 31, 2019 and 2018, respectively. Total lease expense for the twelve months ended December 31, 2019 and 2018 $2.6 million and $2.4 million respectively.
Cash paid for amounts related to leases for the twelve months ended December 31, 2019 and 2018 was $3.1 million and $2.4 million respectively.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)

  December 31,
2016
 December 31,
2015
Accrued compensation and payroll taxes $11,539
 $8,636
Accrued outsourced research and development expenses 9,522
 8,617
Accrued outsourced manufacturing expenses 3,225
 6,205
Other accrued expenses 4,552
 4,118
Total accrued expenses 28,838
 27,576
Less long-term accrued outsourced research and development expenses 17
 784
     Total accrued expenses, current $28,821
 $26,792
Long-term accrued outsourced research and development is included in other long-term liabilities in the consolidated balance sheets.
Deferred revenue consisted of the following (in thousands):
  December 31,
2019
 December 31,
2018
Collaborative agreements    
License fees and event-based payments: 2,764
 2,264
Product sales 2,495
 6,991
Total deferred revenue 5,259
 9,255
Less current portion 4,012
 4,247
Deferred revenue, net of current portion $1,247
 $5,008

  December 31,
2016
 December 31,
2015
Collaborative agreements    
License fees and event-based payments:    
Roche $35,709
 $39,038
Other 8,209
 9,724
  43,918
 48,762
Reimbursement for research and development services 700
 4,461
Total deferred revenue 44,618
 53,223
Less current portion 4,793
 9,304
Deferred revenue, net of current portion $39,825
 $43,919


F-27

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




6.Long-Term Debt, Net
6. Long-Term Debt, Net
Convertible Notes
In November 2019, we completed the sale of $460.0 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2024 (“Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”). The Convertible Notes were issued under an indenture, dated as of November 18, 2019, (“Indenture”) with The Bank of New York Mellon Trust Company, N.A., as trustee. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and the Convertible Notes and such shares may not be offered or sold absent registration or an applicable exemption from registration requirements, or in a transaction not subject to, such registration requirements.
We received net proceeds from the offering of approximately $447.4 million. We used $200.0 million of the net proceeds from the offering to repurchase shares of common stock, including approximately $143.1 million to repurchase approximately 8.1 million shares of common stock concurrently with the offering in privately negotiated transactions, $6.9 million in open market purchases and $50.0 million to repurchase a total of approximately 2.6 million shares of common stock through an accelerated share repurchase agreement.
We used approximately $26.1 million of the net proceeds from the offering to repay all outstanding amounts under its loan agreement with Oxford Finance and Silicon Valley Bank and intend to use the remainder of the net proceeds for general corporate purposes, including additional share repurchases subsequent to the offering and working capital.
The Convertible Notes will pay interest semi-annually in arrears on June 1st and December 1st of each year, beginning on June 1, 2020, at an annual rate of 1.25% and will be convertible into cash, shares of common stock or a combination of cash and shares of common stock, at our election, based on the applicable conversion rate at such time. The Convertible Notes are general unsecured obligations and will rank senior in right of payment to all indebtedness that is expressly subordinated in right of payment to the Convertible Notes, will rank equally in right of payment with all existing and future liabilities that are not so subordinated, will be effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness and will be structurally subordinated to all indebtedness and other liabilities (including trade payables) of the our current or future subsidiaries. The Convertible Notes have a maturity date of December 1, 2024.
Holders may convert their Convertible Notes at their option only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020, if the last reported sale price per share of common stock exceeds 130% of the conversion price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the 5 consecutive business days immediately after any 5 consecutive trading day period (such 5 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of Company’s common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on Company’s common stock, as described in the offering memorandum; (4) if we call such notes for redemption; and (5) at any time from, and including, June 1, 2024 until the close of business on the scheduled trading day immediately before the maturity date.
Upon conversion, we will pay or deliver, as applicable, cash, shares of common stock or a combination of cash and shares of common stock, at our election. The initial conversion rate for the Convertible Notes will be 41.9208 shares of common stock per $1,000 in principal amount of Convertible Notes, equivalent to a conversion price of approximately $23.85 per share of our common stock. The conversion rate is subject to adjustment as described in the Indenture.
In accordance with accounting guidance for debt with conversion and other options, we accounted for the debt and equity components of the Convertible Notes separately. The estimated fair value of the debt component at the date of issuance was $381.8 million, which was computed based on our non-convertible borrowing rate for similar debt of 5.19%, derived from independent valuation analysis. The equity component was allocated a value of $65.6 million and represents the difference
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


between the $447.4 million of net proceeds from the issuance of the Convertible Notes and the $381.8 million estimated fair value of the debt component at the date of issuance.
In connection with the Convertible Notes, we paid the initial purchasers of the Convertible Notes a fee of $12.7 million and incurred additional debt issuance costs totaling $0.3 million, which includes expenses that we paid on behalf of the initial purchasers and expenses incurred directly by us. Debt issuance costs, the initial purchasers’ fee and the equity component is presented as a debt discount as of December 31, 2019 in the amount of $76.9 million, and will be amortized over the remaining estimated term of 5 years using the effective interest method, utilizing an effective interest rate of 5.10%. The net carrying amount of the debt as of December 31, 2019 is $383.1 million. For the year ended December 31, 2019, we recognized interest expense of $2.3 million, including contractual coupon interest of $0.7 million and amortization of the debt discount of $1.6 million.
As of December 31, 2019, we were in compliance with all covenants under the Indenture and there was no material adverse change in our business, operations or financial condition.
Royalty-backed Loan
In January 2016, through our wholly-owned subsidiary Halozyme Royalty LLC (“Halozyme Royalty”), we received a $150 million loan (the “Royalty-backed Loan”) pursuant to a credit agreement (the “Credit Agreement”) with BioPharma Credit Investments IV Sub, LP and Athyrium Opportunities II Acquisition LP (the “Royalty-backed Lenders”). Under the terms of the Credit Agreement, Halozyme Therapeutics, Inc. transferred to Halozyme Royalty the right to receive royalty payments from the commercial sales of ENHANZE products owed under the Roche Collaboration and Baxalta Collaboration (“Collaboration Agreements”). The royalty payments from the Collaboration Agreements will be used to repay the principal and interest on the loan (the “Royalty Payments”).  The Royalty-backed loanLoan bears interest at a per annum rate of 8.75% plus the three-month LIBOR rate. The three-month LIBOR rate is subject to a floor of 0.7% and a cap of 1.5%. The interest rate as of December 31, 20162019 and 2018 was 9.71%10.25%.
The Credit Agreement provides that noneNaN of the Royalty Payments arewere required to be applied to the Royalty-backed Loan prior to January 1, 2017, 50% of the Royalty Payments are required to be applied to the Royalty-backed Loan between January 1, 2017 and January 1, 2018 and thereafter all Royalty Payments must be applied to the Royalty-backed Loan. However, the amounts available to repay the Royalty-backed Loan are subject to caps of $13.75 million per quarter in 2017, $18.75 million per quarter in 2018, $21.25 million per quarter in 2019 and $22.5 million per quarter in 2020 and thereafter. Amounts available to repay the Royalty-backed Loan will be applied first to pay interest and second to repay principal on the Royalty-backed Loan. Any accrued interest that is not paid on any applicable quarterly payment date, as defined, will be capitalized and added to the principal balance of the Royalty-backed Loan on such date. Halozyme Royalty will be entitled to receive and distribute to Halozyme any Royalty Payments that are not required to be applied to the Royalty-backed Loan or which are in excess of the foregoing caps.
Because the repayment of the term loan is contingent upon the level of Royalty Payments received, the repayment term may be shortened or extended depending on the actual level of Royalty Payments. The final maturity date of the Royalty-backed Loan will be the earlier of (i) the date when principal and interest is paid in full, (ii) the termination of Halozyme Royalty’s right to receive royalties under the Collaboration Agreements, and (iii) December 31, 2050.  Currently, we estimate that the loan will be repaid in the firstsecond quarter of 2020. This estimate could be adversely affected and the repayment period could be extended if future royalty amounts are less than currently expected. Under the terms of the Credit Agreement, at any time after January 1, 2019, Halozyme Royalty may, subject to certain limitations, prepay the outstanding principal of the Royalty-backed Loan in whole or in part, at a price equal to 105% of the outstanding principal on the Royalty-backed Loan, plus accrued but unpaid interest. The Royalty-backed Loan constitutes an obligation of Halozyme Royalty, and is non-recourse to Halozyme. Halozyme Royalty retains its right to the Royalty Payments following repayment of the loan.
As of December 31, 2016,2019, we were in compliance with all material covenants under the Credit AgreementRoyalty-backed Loan and there was no material adverse change in our business, operations or financial condition.
DuringWe began making principal and interest payments against the yearRoyalty-backed Loan in the first quarter of 2017 and therefore had 0 capitalized interest for the twelve months ended December 31, 2016, accrued interest in the amount of $13.2 million was capitalized and added to the principal balance of the Royalty-backed Loan.2019. In addition, we recorded related accrued interest, on the debtwhich is included in accrued expenses, of $0.7$0.1 million and $0.4 million as of December 31, 2016.2019 and 2018, respectively.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


In connection with the Royalty-backed Loan, we paid the Royalty-backed Lenders a fee of $1.5 million and incurred additional debt issuance costs totaling $0.4 million, which includes expenses that we paid on behalf of the Royalty-backed Lenders and expenses incurred directly by us. Debt issuance costs and the lender fee have been netted against the debt as of December 31, 2016,2019, and are being amortized over the estimated term of the debt using the effective interest method. For the yearyears ended December 31, 2016, the Company2019, 2018 and 2017, we recognized interest expense, including amortization of the debt discount, related to the Royalty-backed Loan of $14.5 million.$6.2 million, $13.1 million and $16.4 million, respectively. The assumptions used in determining the expected repayment term of the debt and amortization period of the issuance costs requires that we make estimates that could impact the short- and long-term classification of these costs, as well as the period over which these costs will be amortized. The outstanding balance of the Royalty-backed Loan as of December 31, 20162019 was $161.8 million, inclusive of payment-in-kind interest expense of $13.2 million and net of unamortized debt discount of $1.4$19.5 million.


F-28

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Oxford and SVB Loan and Security Agreement
In December 2013,June 2016, we entered into an Amended and Restateda Loan and Security Agreement (the “Original Loan“Loan Agreement”) with Oxford Finance LLC (“Oxford”) and Silicon Valley Bank (“SVB”) (collectively, the “Lenders”), amending and restating in its entirety our previous loan agreement with the Lenders, dated December 2012. The Original Loan Agreement was scheduled to mature on January 1, 2018 and provided for an additional $20 million principal, bringing the total loan balance to $50 million. The proceeds were used for working capital and general business requirements.
In January 2015, we entered into a second amendment to the Original Loan Agreement with the Lenders, amending and restating the loan repayment schedules of the Original Loan Agreement. The amended and restated term loan repayment schedule provided for interest only payments through January 2016, followed by consecutive equal monthly payments of principal and interest in arrears starting in February 2016 and continuing through the previously established maturity date of January 2018. Consistent with our previous loan, the amended Original Loan Agreement provided for a 7.55% interest rate and a final interest payment equal to 8.5% of the original principal amount, or $4.25 million, which was due when the loan became due or upon the prepayment of the facility.
In June 2016, we entered into a new Loan and Security Agreement (the “New Loan Agreement”) with the Lenders, providing a senior secured loan facility of up to an aggregate principal amount of $70.0 million, comprising a $55.0 million draw in June 2016 and an additional $15.0 million tranche, which we havehad the option to draw during the second quarter of 2017.2017 and did not exercise. The initial proceeds carry an interest rate of 8.25% and were partially used to pay the outstanding principal and final payment of $4.25 million owed on a previous loan agreement with the amended Original Loan Agreement.Lenders. The remaining proceeds including any drawdown of the additional $15.0 million, are to bewere used for working capital and general business requirements. The remaining $15.0 million tranche is subject to an annualsenior secured loan facility carried a fixed interest rate equal to the prime rate as reported in The Wall Street Journal on the draw-down date plus 4.75%of 8.25%. The repayment schedule providesprovided for interest only payments for the first 18 months, followed by consecutive equal monthly payments of principal and interest in arrears through the maturity date of January 1, 2021.2021. The New Loan Agreement providesprovided for a final payment equal to 5.5%5.50% of the initial $55.0 million principal amount, and, if we exercise our option to draw an additional $15.0 million in 2017, 7.25% of the principal amount of the second draw. The final payment iswhich was due when the New Loan Agreement becomes due or upon the prepayment of the facility. We havehad the option to prepay the outstanding balance of the New Loan Agreement in full subject to a prepayment feeand exercised this option in November 2019, at which point we paid the full remaining balance and final payment of 2% in the first year and 1% in the second year$26.1 million.
Interest expense, including amortization of the New Loan Agreement.
In connection withdebt discount, related to the New Loan Agreement totaled $3.0 million, $4.9 million and $5.5 million for the debt offering costs have been recorded as a debt discount in our condensed consolidated balance sheets which, together with the final payment and fixed interest rate payments, are being amortized and recorded as interest expense throughout the life of the loan using the effective interest rate method.
The New Loan Agreement is secured by substantially all of the assets of the Company and our subsidiary, Halozyme, Inc., except that the collateral does not include any equity interests in Halozyme, Inc., any of our intellectual property (including all licensing, collaboration and similar agreements relating thereto), and certain other excluded assets. The New Loan Agreement contains customary representations, warranties and covenants by us, which covenants limit our ability to convey, sell, lease, transfer, assign or otherwise dispose of certain of our assets; engage in any business other than the businesses currently engaged in by us or reasonably related thereto; liquidate or dissolve; make certain management changes; undergo certain change of control events; create, incur, assume, or be liable with respect to certain indebtedness; grant certain liens; pay dividends and make certain other restricted payments; make certain investments; make payments on any subordinated debt; enter into transactions with any of our affiliates outside of the ordinary course of business or permit our subsidiaries to do the same; and make any voluntary prepayment of or modify certain terms of the Royalty-backed Loan. In addition, subject to certain exceptions, we are required to maintain with SVB our primary deposit accounts, securities accounts and commodities, and to do the same for our subsidiary, Halozyme, Inc.
The New Loan Agreement also contains customary indemnification obligations and customary events of default, including, among other things, our failure to fulfill certain of our obligations under the New Loan Agreement and the occurrence of a material adverse change which is defined as a material adverse change in our business, operations, or condition (financial or otherwise), a material impairment of the prospect of repayment of any portion of the loan, a material impairment in the perfection or priority of the Lender’s lien in the collateral or in the value of such collateral or the occurrence of an event of default under the Royalty-backed Loan. In the event of default by us under the New Loan Agreement, the Lenders would be entitled to exercise their remedies thereunder, including the right to accelerate the debt, upon which we may be required to repay all amounts then outstanding under the New Loan Agreement, which could harm our financial condition.


F-29

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


 As ofyears ended December 31, 2016, we were in compliance with all material covenants under the New Loan Agreement2019, 2018 and there was no material adverse change in our business, operations or financial condition.2017, respectively.
Future maturities and interest payments of long-term debt as of December 31, 2016,2019, are as follows (in thousands):
2020 $26,100
2021 5,750
2022 5,750
2023 5,750
2024 465,750
Total minimum payments 509,100
Less amount representing interest (29,540)
Gross balance of long-term debt 479,560
Less unamortized debt discount (76,973)
Present value of long-term debt 402,587
Less current portion of long-term debt (19,542)
Long-term debt, less current portion and unamortized debt discount $383,045

2017 $37,338
2018 94,406
2019 105,758
2020 24,103
2021 4,755
Total minimum payments 266,360
Less amount representing interest (45,208)
Gross balance of long-term debt 221,152
Less unamortized debt discount (4,531)
Present value of long-term debt 216,621
Less current portion of long-term debt (17,393)
Long-term debt, less current portion and unamortized debt discount $199,228
Interest expense, including amortization of the debt discount, related to long-term debt for the years ended December 31, 2016, 2015 and 2014 was approximately $20.0 million, $5.2 million and $5.6 million, respectively. Accrued interest, which is included in accrued expenses and other long-term liabilities, was $1.1 million and $3.2 million as of December 31, 2016 and December 31, 2015, respectively.
7.Stockholders’ Equity
During 2016, we issued an aggregate of 413,248 shares of common stock, in connection with the exercises of stock options for cash in the aggregate amount of approximately $2.8 million. In addition, we issued 780,066 shares of common stock, net of RSAs canceled, in connection with the grants of RSAs. The RSA holders surrendered 8,388 RSAs to pay for minimum withholding taxes totaling approximately $0.9 million. We issued 134,944 shares of common stock upon vesting of RSUs. The RSU holders surrendered 83,335 RSUs to pay for minimum withholding taxes totaling approximately $0.8 million. We issued 21,775 shares of common stock upon vesting of PRSUs. The PRSU holders surrendered 8,262 PRSUs to pay for minimum withholding taxes totaling approximately $0.1 million.
During 2015, we issued an aggregate of 1,926,368 shares of common stock in connection with the exercises of stock options for cash in the aggregate amount of approximately $14.4 million. In addition, we issued 375,019 shares of common stock, net of RSAs canceled, in connection with the grants of RSAs and 82,069 shares of common stock upon vesting of RSUs. The RSU holders surrendered 52,019 RSUs to pay for minimum withholding taxes totaling approximately $0.7 million. We issued 47,454 shares of common stock upon vesting of PRSUs. The PRSU holders surrendered 35,926 PRSUs to pay for minimum withholding taxes totaling approximately $0.6 million.
In February 2014, we completed an underwritten public offering and issued 8,846,153 shares of common stock, including 1,153,846 shares sold pursuant to the full exercise of an over-allotment option granted to the underwriter. All of the shares were offered at a public offering price of $13.00 per share, generating approximately $107.7 million in net proceeds.


F-30

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




8.Equity Incentive Plans
7. Share-based Compensation
We currently grant stock options, restricted stock awards and restricted stock units under the Amended and Restated 2011 Stock Plan (“2011 Stock Plan”), which waswas approved by the stockholders on May 6, 2016 and provides for the grant of up to 44.2 million shares of common stock to selected employees, consultants and non-employee members of our Board of Directors as stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance awards. The 2011 Stock Plan was approved by the stockholders. Awards are subject to terms and conditions established by the Compensation Committee of our Board of Directors. During the year ended December 31, 2016,2019, we granted share-based awards under the 2011 Stock Plan. At December 31, 2016, 12,458,0202019, 13,640,668 shares were subject to outstanding awards and 9,001,5629,352,360 shares were available for future grants of share-based awards.
Total share-based compensation expense related to share-based awards was comprised of the following (in thousands):
  Year Ended December 31,
  2019 2018 2017
Research and development $15,107
 $17,220
 $13,080
Selling, general and administrative 19,669
 18,476
 17,590
Share-based compensation expense $34,776
 $35,696
 $30,670
  Year Ended December 31,
  2016 2015 2014
Research and development $11,470
 $9,795
 $7,939
Selling, general and administrative 14,115
 11,043
 7,335
Share-based compensation expense $25,585
 $20,838
 $15,274

Share-based compensation expense by type of share-based award (in thousands):
  Year Ended December 31,
  2019 2018 2017
Stock options $17,624
 $18,742
 $19,583
RSAs and RSUs 17,152
 16,954
 11,087
  $34,776
 $35,696
 $30,670
  Year Ended December 31,
  2016 2015 2014
Stock options $16,544
 $11,145
 $7,884
RSAs, RSUs and PRSUs 9,041
 9,693
 7,390
  $25,585
 $20,838
 $15,274

Total unrecognized estimated compensation expensecost by type of award and the weighted averageweighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted):
  December 31, 2019
  
Unrecognized
Expense
 
Remaining
Weighted-Average
Recognition Period
(years)
Stock options $16,524
 2.59
RSAs $570
 0.16
RSUs $11,600
 2.32

  December 31, 2016
  Unrecognized
Expense
 Remaining
Weighted Average
Recognition Period
(years)
Stock options $42,592
 2.8
RSAs $8,857
 2.3
RSUs $8,442
 2.6
Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) are classified as cash inflows provided by financing activities and cash outflows used in operating activities. Due to our net loss position, no tax benefits have been recognized in the consolidated statements of cash flows.
Stock Options. Options granted under the Plans must have an exercise price equal to at least 100% of the fair market value of our common stock on the date of grant. The options generally have a maximum contractual term of ten years and vest at the rate of one-fourth of the shares on the first anniversary of the date of grant and 1/48 of the shares monthly thereafter. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the Plans).


F-31

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




A summary of our stock option award activity as of and for the yearsyear ended December 31, 2016, 2015 and 20142019 is as follows:
  Shares
Underlying
Stock Options
 Weighted
Average Exercise
Price per Share
 Weighted
Average
Remaining
Contractual
Term (years)
 Aggregate
Intrinsic
Value
Outstanding at December 31, 2018 11,012,381
 $13.81    
Granted 3,056,191
 $16.46    
Exercised (1,540,690) $10.73    
Canceled/forfeited (979,653) $16.19    
Outstanding at December 31, 2019 11,548,229
 $14.72 3.98 
$39.8 million
Vested and expected to vest at December 31, 2019 11,548,229
 $14.72 3.98 
$39.8 million
Exercisable at December 31, 2019 6,962,972
 $13.64 3.59 
$32.7 million


 
Shares
Underlying
Stock Options

Weighted
Average Exercise
Price per Share

Weighted
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2014 6,700,915
 $7.11    
Granted 2,271,143
 $13.02    
Exercised (1,432,206) $5.43    
Canceled/forfeited (1,185,960) $9.39    
Outstanding at December 31, 2014 6,353,892
 $9.18    
Granted 3,973,604
 $16.26    
Exercised (1,926,368) $7.49    
Canceled/forfeited (407,936) $10.64    
Outstanding at December 31, 2015 7,993,192
 $13.03    
Granted 4,466,306
 $9.03    
Exercised (413,248) $6.88    
Canceled/forfeited (955,054) $12.42    
Outstanding at December 31, 2016 11,091,196
 $11.70 7.8 
$9.4 million
Vested and expected to vest at December 31, 2016 11,091,196
 $11.70 7.8 
$9.4 million
Exercisable at December 31, 2016 4,230,638
 $11.77 6.2 
$4.7 million
The weighted average grant date fair values of options granted during the years ended December 31, 2016, 20152019, 2018 and 20142017 were $5.36$16.46 per share, $9.60$10.33 per share and $8.13$7.86 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 20152019, 2018 and 20142017 was approximately $1.4$10.6 million,, $16.2 $11.5 million and $8.1$10.0 million,, respectively. Cash received from stock option exercises for the years ended December 31, 2016, 20152019, 2018 and 20142017 was approximately $2.8$16.5 million,, $14.4 $16.3 million and $7.8$14.0 million,, respectively.
The exercise price of stock options granted is equal to the closing price of the common stock on the date of grant. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model (“Black-Scholes model”) that uses the assumptions noted in the following table.. Expected volatility is based on historical volatility of our common stock. The expected term of options granted is based on analyses of historical employee termination rates and option exercises. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption is based on the expectation of no future dividend payments by us. Assumptionspayments. The assumptions used in the Black-Scholes model were as follows:
  Year Ended December 31,
  2019 2018 2017
Expected volatility 51.56-56.94% 57.18-70.06% 69.81-71.73%
Average expected term (in years) 5.5 5.5 5.6
Risk-free interest rate 1.35-2.56% 2.25-2.96% 1.73-2.13%
Expected dividend yield   

  Year Ended December 31,
  2016 2015 2014
Expected volatility 67.5-71.9%

66.2-67.4%

66.6-71.8%
Average expected term (in years) 5.4

5.6

5.7
Risk-free interest rate 1.00-1.90%

1.34-1.92%

1.73-2.04%
Expected dividend yield 0%
0%
0%


F-32

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




Restricted Stock AwardsRSAs are grants that entitle the holder to acquire shares of our common stock at zero.0 cost. The shares covered by a RSA cannot be sold, pledged, or otherwise disposed of until the award vests and any unvested shares may be reacquired by us for the original purchase price following the awardee’s termination of service. The RSAs will generally vest at the rate of one-fourth of the shares on each anniversary of the date of grant. Annual grants of RSAs to the Board of Directors typically vest in approximately one year.
The following table summarizes our RSA activity during the yearsyear ended December 31, 2016, 2015 and 2014:2019:
  Number of
Shares
 Weighted
Average
Grant Date
Fair Value
Unvested at December 31, 2018 397,389
 $11.03
Granted 85,211
 $16.43
Vested (260,086) $12.57
Forfeited (11,391) $8.11
Unvested at December 31, 2019 211,123
 $11.47


 
Number of
Shares

Weighted
Average
Grant Date
Fair Value
Unvested at January 1, 2014 632,871
 $8.23
Granted 1,055,122
 $11.15
Vested (263,765) $8.33
Forfeited (265,777) $10.86
Unvested at December 31, 2014 1,158,451
 $10.26
Granted 515,695
 $15.00
Vested (721,990) $10.11
Forfeited (140,676) $11.84
Unvested at December 31, 2015 811,480
 $13.13
Granted 968,652
 $8.41
Vested (296,831) $12.76
Forfeited (180,198) $10.33
Unvested at December 31, 2016 1,303,103
 $10.09
The estimated fair value of the RSAs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSAs vested during the years ended December 31, 2016, 20152019, 2018 and 20142017 was approximately $3.8$3.3 million,, $7.3 $4.5 million and $2.2$5.3 million,, respectively. The fair value of RSAs vested during the years ended December 31, 2016, 20152019, 2018 and 2014,2017, was approximately $2.5$4.2 million, $13.9$7.2 million and $3.0$6.6 million, respectively.


F-33

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Restricted Stock Units. A RSU is a promise by us to issue a share of our common stock upon vesting of the unit. The RSUs will generally vest at the rate of one-fourth of the shares on each anniversary of the date of grant.
The following table summarizes our RSU activity during the yearsyear ended December 31, 2016, 2015 and 2014:2019:
  Number of
Shares
 Weighted
Average
Grant Date
Fair Value
 Weighted
Average
Remaining
Contractual
Term (yrs)
 Aggregate
Intrinsic
Value
Outstanding at December 31, 2018 2,388,342
 $15.12    
Granted 1,151,464
 $16.55    
Vested (1,092,648) $15.35    
Forfeited (354,719) $16.22    
Outstanding at December 31, 2019 2,092,439
 $15.60 1.23 
$37.1 million


 
Number of
Shares

Weighted
Average
Grant Date
Fair Value

Weighted
Average
Remaining
Contractual
Term (yrs)
 
Aggregate
Intrinsic
Value
Unvested at January 1, 2014 736,355
 $9.06    
Granted 305,535
 $13.71    
Vested (194,368) $9.12    
Forfeited (385,200) $8.84    
Outstanding at December 31, 2014 462,322
 $11.12    
Granted 422,492
 $14.75    
Vested (134,088) $10.93    
Forfeited (84,512) $10.86    
Outstanding at December 31, 2015 666,214
 $13.49    
Granted 796,582
 $8.17    
Vested (218,279) $12.74    
Forfeited (77,948) $10.99    
Outstanding at December 31, 2016 1,166,569
 $10.16 1.4 
$11.5 million
The estimated fair value of the RSUs was based on the closing market value of our common stock on the date of grant. The total grant date fair value of RSUs vested during the years ended December 31, 2016, 20152019, 2018 and 20142017 was approximately $2.8$19.1 million, $1.5$6.7 million and $1.8$4.0 million, respectively. The fair value of RSUs vested during the years ended December 31, 2016, 20152019, 2018 and 20142017 was approximately $2.1$18.5 million, $1.8$11.0 million and $2.6$4.7 million,, respectively.




F-34
8. Stockholders’ Equity (Deficit)

In May 2017, we completed an underwritten public offering pursuant to which we sold 11.5 million shares of common stock, including 1.5 million shares sold pursuant to the full exercise of an option to purchase additional shares granted to the underwriters. All of the shares were offered at a public offering price of $12.50 per share, generating $134.9 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses.
During the years ended December 31, 2019, 2018 and 2017, we issued an aggregate of 1,540,690, 1,489,138 and 1,514,826 shares of common stock, respectively, in connection with the exercises of stock options, for net proceeds of approximately $16.5 million, $16.3 million and $14.0 million, respectively. For the years ended December 31, 2019, 2018 and 2017, we issued 952,182, 442,599 and 281,398 shares of common stock, respectively, upon vesting of certain RSUs for which the RSU holders surrendered 140,466, 139,850 and 97,008 RSUs, respectively, to pay for minimum withholding taxes totaling approximately $7.0 million, $4.2 million and $1.9 million, respectively. Stock options and unvested restricted units totaling approximately 13.6 million, 13.4 million and 13.0 million shares of our common stock were outstanding as of December 31, 2019, 2018 and 2017, respectively.
Share Repurchases
The Board of Directors approved a share repurchase program, pursuant to which we may repurchase issued and outstanding shares of common stock from time to time. We may utilize a variety of methods including open market purchases, privately negotiated transactions, accelerated share repurchase programs or any combination of such methods.
In November 2019, we announced that the Board of Directors has authorized the initiation of a capital return program to repurchase up to $550.0 million of outstanding common stock over a three-year period. The Board will regularly review this capital return program in connection with a balanced capital allocation strategy. In November 2019, we repurchased approximately 8.1 million shares of common stock concurrently with the Convertible Notes issuance in privately negotiated transactions for $143.1 million and 0.4 million shares of common stock in open market purchases for $6.9 million. Also in November 2019, we entered into an Accelerated Share Repurchase (ASR) agreement with Bank of America to repurchase $50.0 million of common stock. At inception, pursuant to the agreement, we paid $50.0 million to Bank of America and took an initial delivery of 2.1 million shares. In February 2020 we finalized the transaction and received an additional 0.5 million shares. We retired the repurchased shares and they resumed the status of authorized and unissued shares.







Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




Performance Restricted Stock Units. A PRSU is a promise by us to issue a share of our common stock upon achievement of a specific performance condition.
The following table summarizes our PRSU activity during the years ended December 31, 2016, 20159. Commitments and 2014:Contingencies
  Number of
Shares
 
Weighted
Average
Grant Date
Fair Value
 
Weighted
Average
Remaining
Contractual
Term (yrs)
 Aggregate
Intrinsic
Value
Outstanding at January 1, 2014 
 $
    
Granted 540,742
 $8.91
    
Vested 
 $
    
Forfeited (109,504) $8.91
    
Outstanding at December 31, 2014 431,238
 $8.91
    
Granted 118,209
 $11.19
    
Vested (83,380) $9.48
    
Forfeited (156,360) $9.21
    
Outstanding at December 31, 2015 309,707
 $9.48
    
Granted 
 $
    
Vested (30,037) $9.49
    
Forfeited (79,415) $9.44
    
Outstanding at December 31, 2016 200,255
 $9.49
 0.3 
$2.0 million
The estimated fair value of the PRSUs was based on the closing market value of our common stock on the date of grant. The total grant date fair value and intrinsic value of PRSUs vested during the years ended December 31, 2016, 2015 and 2014 was approximately $0.3 million, $0.8 million and $1.4 million, respectively.
9.Commitments and Contingencies
Operating Leases
Our administrative offices and research facilities are located in San Diego, California. We lease an aggregate of approximately 76,00080,000 square feet of office and research space in four5 buildings. The leases commenced in June 2011, and November 2013 and June 2018 and continue through January 2018.2023. The leases are subject to approximately 2.5% to 3.0% annual increases throughout the terms of the leases. We also pay a pro rata share of operating costs, insurance costs, utilities and real property taxes. We received incentives under the leases, including tenant improvement allowances and reduced or free rent, for which the unamortized deferred rent balances associated with these incentives was $0.4 million and $0.8 million as of December 31, 2016 and 2015, respectively.
In November 2015, we opened a satellite office in South San Francisco, California. We lease approximately 10,000 square feet of office space.space for a satellite office located in South San Francisco, California. The lease commenced in November 2015 and continues through January 2021. The lease is subject to approximately 3.0% annual increases throughout the term of the lease. We also pay a pro rata share of operating costs, insurance costs, utilities and real property taxes. We received incentives under
As a result of the lease, including tenant improvement allowancesrestructuring we announced on November 4, 2019, we abandoned two of our buildings in San Diego and reduced or free rent, for whichour satellite office located in San Francisco. As a result, we have reassessed the unamortized deferred rent balances associatedlikelihood of exercising contractual options impacting the term of these leases. These considerations have been reflected in the recognition of impairment charges of $1.1 million in accordance with these incentives was $0.4 million as ofASC 360 during the year ended December 31, 2016 and 2015.2019.
Additionally, we lease certain office equipment under operating leases. Total rent expense was approximately $2.2$2.7 million, $1.9$2.5 million and $1.9$2.3 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively.


F-35

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Approximate annual future minimum operating lease payments as of December 31, 20162019 are as follows (in thousands):
Year: Operating
Leases
2020 $3,355
2021 2,260
2022 1,559
2023 70
2024 
Total minimum lease payments $7,244
Less imputed interest (775)
Total $6,469

Year: 
Operating
Leases
2017 $2,622
2018 522
2019 425
2020 426
2021 36
Total minimum lease payments $4,031
The weighted-average remaining lease term of our operating leases is approximately 2.36 years.
Other Commitments
In March 2010, we entered into a second Commercial Supply AgreementWe have existing supply agreements with contract manufacturing organizations Avid (the “Avid Commercial Supply Agreement”Bioservices, Inc. (“Avid”). and Catalent Indiana LLC (formerly Cook Pharmica LLC) (“Catalent”) to produce supplies of bulk rHuPH20. Under the terms of the Avid Commercial Supply Agreement,agreements, we are committed to certain minimum annual purchases of bulk rHuPH20 equal to three quarters of forecasted supply. In addition, Avid has the right to manufacture and supply a certain percentage of bulk rHuPH20 that will be used in the collaboration products.rHuPH20. At December 31, 2016,2019, we had a $13.0$35.7 million minimum purchase obligation in connection with this agreement.these agreements.
In June 2011, we entered into a services agreement with Patheon for the technology transfer and manufacture of Hylenex recombinant. At December 31, 2016,2019, we had a $0.7$0.6 million minimum purchase obligation in connection with this agreement.
In 2013 and 2014, we entered into service agreements with two third party manufacturers for the manufacturing of PEGPH20. At December 31, 2016, we had a $1.6 million and a $5.4 million minimum purchase obligation in connection with each of these agreements. 
Contingencies
Halozyme Therapeutics, Inc.
We have entered into an in-licensing agreement with a research organization, which is cancelable at our option with 90 days written notice. Under the terms of this agreement, we have received licenseNotes to know-how and technology claimed, in certain patents or patent applications. We are required to pay fees, milestones and/or royalties on future sales of products employing the technology or falling under claims of a patent, and some of the agreements require minimum royalty payments. We continually reassess the value of the license agreement. If the in-licensed and research candidate is successfully developed, we may be required to pay milestone payments of approximately $8.0 million over the life of this agreement in addition to royalties on sales of the affected products. Due to the uncertainties of the development process, the timing and probability of the remaining milestone and royalty payments cannot be accurately estimated.Consolidated Financial Statements — (Continued)


Legal Contingencies
From time to time, we may be involved in disputes, including litigation, relating to claims arising out of operations in the normal course of our business. Any of these claims could subject us to costly legal expenses and, while we generally believe that we have adequate insurance to cover many different types of liabilities, our insurance carriers may deny coverage or our policy limits may be inadequate to fully satisfy any damage awards or settlements. If this were to happen, the payment of any such awards could have a material adverse effect on our consolidated results of operations and financial position. Additionally, any such claims, whether or not successful, could damage our reputation and business. We currently are not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on our consolidated results of operations or financial position.


F-36

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




10.Income Taxes
The Tax Cuts and Jobs Act (the “Act”) was enacted in December 2017. The Act reduces the U.S. federal corporate tax rate from 35% to 21%. As of December 31, 2017, the Company remeasured its existing deferred tax balance by recording a provisional benefit of $17.1 million, which was fully offset by a change in the valuation allowance. As of December 31, 2018, upon completing its analysis of the Act, the Company believes that the disclosures in its financial statements as of December 31, 2017 are accurate.
Total (loss) income (loss) before income taxes summarized by region were as follows (in thousands):
  Year Ended December 31,
  2019 2018 2017
United States $(70,737) $(45,819) $160,938
Foreign (1,514) (33,974) (99,328)
Net (loss) income before income taxes $(72,251) $(79,793) $61,610
  Year Ended December 31,
  2016 2015 2014
United States $6,384
 $11,724
 $(30,885)
Foreign (108,245) (43,955) (37,490)
Net loss before income taxes $(101,861) $(32,231) $(68,375)

Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands).
  December 31,
  2019 2018
Deferred tax assets:    
Net operating loss carryforwards $39,401
 $26,267
Deferred revenue 1,069
 1,395
Research and development and orphan drug credits 114,357
 106,406
Share-based compensation 9,972
 9,541
Alternative minimum tax credit 1,683
 2,959
ASC 842 lease liability 1,454
 
Interest expense limitation 2,163
 1,750
Other, net 3,037
 2,452
  173,136
 150,770
Valuation allowance for deferred tax assets (155,100) (146,953)
Deferred tax assets, net of valuation 18,036
 3,817
Deferred tax liabilities:    
Depreciation (865) (858)
Convertible note (14,450) 
ASC 842 right of use asset (865) 
Other, net (173) 
Total deferred tax liabilities (16,353) (858)
Net deferred tax asset $1,683
 $2,959

  December 31,

 2016
2015
Deferred tax assets: 


Net operating loss carryforwards $103,296
 $104,505
Deferred revenue 15,354
 16,344
Research and development and orphan drug credits 73,701
 54,846
Share-based compensation 8,844
 6,286
Other, net 2,515
 906

 203,710
 182,887
Valuation allowance for deferred tax assets (203,370) (182,507)
Deferred tax assets, net of valuation 340
 380
Deferred tax liabilities:    
Depreciation (340) (380)
Total deferred tax liabilities (340) (380)
Net deferred tax asset (liability) $
 $
A valuation allowance of $203.4$155.1 million and $182.5$147.0 million has been established to offset the net deferred tax assets as of December 31, 20162019 and 2015,2018, respectively, as realization of such assets is uncertain. Under the Act, taxpayers are able to claim a refund of the AMT credit carryover by December 31, 2021. Accordingly, the recognized net deferred tax asset as of December 31, 2019 is the AMT credit carryover that will either be utilized or refunded by December 31, 2021.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


Income tax expense was comprised of the following components (in thousands):
  Year Ended December 31,
  2019 2018 2017
Current - federal $114
 $82
 $4,051
Current - state (40) 519
 120
Deferred - federal (85) (64) (5,532)
Deferred - state 
 
 
  $(11) $537
 $(1,361)
  Year Ended December 31,
  2016 2015 2014
Current federal $1,145
 $
 $
Current state 17
 
 
  $1,162
 $
 $


F-37

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)



The provision for income taxes on earnings subject to income taxes differs from the statutory federal income tax rate due to the following (in thousands):
  Year Ended December 31,
  2019 2018 2017
Federal income tax expense (benefit) at 21% for 2019 and 2018 and 34% for 2017 $(15,173) $(16,754) $20,947
State income tax benefit, net of federal income tax impact (1,509) (4,297) 930
(Decrease) increase in valuation allowance 8,147
 35,731
 (77,181)
Enactment of the Tax Cuts and Jobs Act 
 
 17,132
Foreign income subject to tax at other than federal statutory rate 318
 7,106
 33,674
Shared-based compensation 315
 425
 525
Non-deductible expenses and other 924
 1,599
 5,779
Research and development credits, net (1,091) (5,210) 4,162
Orphan drug credits, net of federal add back (5,718) (18,063) (7,329)
Convertible note discount in APIC $13,776
 $
 $
  $(11) $537
 $(1,361)

  Year Ended December 31,

 2016
2015
2014
Federal income tax benefit at 34% $(34,633) $(10,959) $(23,247)
State income tax benefit, net of federal income tax impact (653) 5,524
 (1,761)
Increase in valuation allowance 11,252
 4,045
 16,998
Foreign income subject to tax at other than federal statutory rate 36,803
 14,945
 12,747
Shared-based compensation 3,735
 (4,990) (529)
Non-deductible expenses and other 698
 6,457
 1,069
Research and development credits, net (1,084) (3,861) (5,277)
Orphan drug credits, net of federal add back (14,956) (11,161) 

 $1,162
 $
 $
At December 31, 2016,2019, our unrecognized tax benefit was $12.8and uncertain tax positions were $21.5 million. Of this, $0.2 million of this amount $0.2would affect the effective tax rate and $21.5 million would affect the effective tax rate and $12.6 million would affect the effective tax rateonly in the event the valuation allowance was removed. Of the unrecognized tax benefits, we do not expect any significant changes to occur in the next 12 months. Interest and/or penalties related to uncertain income tax positions are recognized by us as a component of income tax expense. For the years ended December 31, 2016, 20152019, 2018 and 2014,2017, we recognized noan immaterial amount of interest orand penalties.
The following table summarizes the activity related to our unrecognized tax benefits (in thousands):
  Year Ended December 31,
  2019 2018 2017
Gross unrecognized tax benefits at beginning of period $20,028
 $14,428
 $12,799
Increases in tax positions for prior years 69
 3,083
 
Decreases in tax positions for prior years (23) 
 (2,518)
Increases in tax positions for current year 1,409
 2,517
 4,147
Gross unrecognized tax benefits at end of period $21,483
 $20,028
 $14,428

  Year Ended December 31,
  2016 2015 2014
Gross unrecognized tax benefits at beginning of period $4,898
 $
 $
Increases in tax positions for prior years 5,615
 
 
Decreases in tax positions for prior years (4,898) 
 
Increases in tax positions for current year 7,184
 4,898
 
Gross unrecognized tax benefits at end of period $12,799
 $4,898
 $
At December 31, 2016,2019, we had federal, California and other state tax net operating loss carryforwards of approximately $268.7$118.5 million,, $249.8 $244.3 million and $30.0$26.7 million, respectively.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


The following table shows key expiration dates of the federal and California net operating loss carryforwards (in thousands):
    Expires in:
  Net Operating Loss 2020 2021 and beyond 2028 and beyond
Federal $118,480
 $
 $118,480
 
California $244,337
 $
 
 $244,337

    Expires in:
  Net Operating Loss 2017 2021 and beyond 2028 and beyond
Federal $268,703
 $
 $268,703
 $
California $249,783
 $10,434
 $
 $239,349
At December 31, 2016,2019, we had federal and California research and development tax credit carryforwards of approximately $28.0$27.9 million and $16.1$19.1 million,, respectively. The federal research and development tax credits will begin to expire in 2024 unless previously utilized. The California research and development tax credits will carryforward indefinitely until utilized. Additionally, we had Orphan Drug Credit carryforwards of $43.8$88.0 million which will begin to expire in 2035.


F-38

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


2034.
Pursuant to Internal Revenue Code Section 382, the annual use of the net operating loss carryforwards and research and development tax credits could be limited by any greater than 50% ownership change during any three year testing period. As a result of any such ownership change, portions of our net operating loss carryforwards and research and development tax credits are subject to annual limitations. We completed an updated Section 382 analysis regarding the limitation of the net operating losses and research and development credits as of June 30, 2014.December 31, 2019. Based upon the analysis, we determined that ownership changes occurred in prior years. However,years; however, the annual limitations on net operating loss and research and development tax credit carryforwards will not have a material impact on the future utilization of such carryforwards.
The Company’s 2015 and 2016 federal returns were selected for audit by the IRS. The audit was completed in September 2019 with no material adjustments.
We do not provide for U.S. income taxes on the undistributed earnings of our foreign subsidiariessubsidiary as it is our intention to utilize those earnings in the foreign operations for an indefinite period of time. At December 31, 20162019 and 2015,2018, there were no0 undistributed earnings in foreign subsidiaries.
We are subject to taxation in the U.S. and in various state and foreign jurisdictions. Our tax years for 19982004 and forward are subject to examination by the U.S. and California tax authorities due to the carryforward of unutilized net operating losses and research and development credits.
A Swiss subsidiary, Halozyme Switzerland GmbH, was formed during the fourth quarter of 2016 and obtained a tax ruling from Canton of Basel Stadt for its operations in Switzerland. The tax ruling is dated December 21, 2016, and will continue for a period of ten years, not to extend beyond December 31, 2026. The combined income tax burden at the federal, cantonal and communal level will not exceed 10% during the period covered by the ruling. As a result of foreign losses and a full valuation allowance, 0 net tax benefit was derived for the year ended December 31, 2019 as a result of the tax ruling.
Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)


11.Employee Savings Plan
We have an employee savings plan pursuant to Section 401(k) of the Internal Revenue Code. All employees are eligible to participate, provided they meet the requirements of the plan. We are not required to make matching contributions under the plan. However, we voluntarily contributed to the plan approximately $1.0$2.2 million, $0.7$1.3 million and $0.7$1.2 million for the years ended December 31, 2016, 20152019, 2018 and 2014,2017, respectively.
12.Restructuring Expense
In November 2014, we completed a corporate reorganization to focus our resources on advancing our PEGPH20 oncology proprietary program and ENHANZE collaborations. This reorganization resulted in a reduction in the workforce of approximately 13%, primarily in research and development.
We recorded approximately $1.2 million of severance pay and benefits expense in connection with the reorganization, of which $1.1 million and $0.1 million was included in research and development expense and selling, general and administrative expense, respectively, in the consolidated statement of operations for the year ended December 31, 2014. No other restructuring charges were incurred.


F-39

Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)




13.12.Summary of Unaudited Quarterly Financial Information
The following is a summary of our unaudited quarterly results for the years ended December 31, 20162019 and 20152018 (in thousands):
 Quarter Ended Quarter Ended
2016 (Unaudited): March 31, June 30, September 30, December 31,
2019 (Unaudited): March 31, June 30, September 30, December 31,
Total revenues(1) $42,499
 $33,336
 $31,853
 $39,003
 $56,949
 $39,148
 $46,230
 $53,665
Gross profit on product sales $5,178
 $5,391
 $4,197
 $5,420
 $3,741
 $3,883
 $6,872
 $6,006
Total operating expenses(3) $58,668
 $55,059
 $54,596
 $61,578
 $53,983
 $53,125
 $70,767
 $85,727
Net loss $(19,816) $(26,875) $(28,946) $(27,386)
Net loss per share, basic and diluted $(0.16) $(0.21) $(0.23) $(0.21)
Shares used in computing basic and diluted net loss per share 127,615
 127,958
 128,154
 128,185
        
 Quarter Ended
2015 (Unaudited): March 31, June 30, September 30, December 31,
Total revenues(1) (2)
 $18,666
 $43,384
 $20,780
 $52,227
Gross profit on product sales $3,366
 $4,198
 $4,121
 $5,152
Total operating expenses $32,577
 $39,153
 $44,017
 $46,762
Net income (loss) $(15,108) $3,019
 $(24,460) $4,318
Net income (loss) per share:        
Net Income (loss) $1,796
 $(14,624) $(25,015) $(34,397)
Net Income (loss) per share:        
Basic $(0.12) $0.02
 $(0.19) $0.03
 $0.01
 $(0.10) $(0.17) $(0.24)
Diluted $(0.12) $0.02
 $(0.19) $0.03
 $0.01
 $(0.10) $(0.17) $(0.24)
Shares used in computing net income (loss) per share:                
Basic 125,299
 126,144
 126,921
 127,197
 144,743
 145,411
 146,136
 141,046
Diluted 125,299
 134,507
 126,921
 129,248
 147,474
 145,411
 146,136
 141,046
 Quarter Ended
2018 (Unaudited): March 31, June 30, September 30, December 31,
Total revenues (2)
 $30,872
 $35,202
 $25,556
 $60,232
Gross profit on product sales $3,749
 $3,647
 $5,643
 $5,059
Total operating expenses $54,584
 $55,275
 $51,030
 $60,303
Net loss $(27,461) $(22,893) $(27,850) $(2,126)
Net loss per share:   

 

 

Basic $(0.19) $(0.16) $(0.19) $(0.01)
Diluted $(0.19) $(0.16) $(0.19) $(0.01)
Shares used in computing net loss per share: 

 

 

 

Basic 142,656
 143,568
 143,949
 144,203
Diluted 142,656
 143,568
 143,949
 144,203
_______________
(1)RevenuesRevenue for the quarter ended June 30, 2015March 31, 2019 included $23.0$30.0 million in revenue under a collaborative agreementsarrangement from the AbbVie Collaboration.argenx.
(2)Revenues for the quarter ended December 31, 20152018 included $25.0$30.0 million in revenue under a collaborative agreementsarrangement from Roche.
(3)
Total operating expenses for the Lilly Collaboration.quarter ended December 31, 2019 included $28.4 million restructuring charges.



F-40


Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)



13. Restructuring Charges
On November 4, 2019, we announced that our HALO-301 Phase 3 clinical study evaluating investigational new drug PEGPH20 in combination with ABRAXANE and gemcitabine as a first-line therapy for treatment of patients with metastatic pancreatic cancer failed to reach the primary endpoint of overall survival. Due to the results of the study, we halted development activities for PEGPH20, closed our oncology operations and implemented an organizational restructuring to focus our operations solely on marketing Hylenex and our ENHANZE business. In connection with the restructuring, we reduced our headcount by approximately 55% or approximately 160 positions.
We incurred restructuring charges consisting of one-time severance payments and other employee related costs, including non-cash costs related to the acceleration of equity awards for employees affected by the restructuring, of $19.5 million in the fourth quarter of 2019. The majority of the cash payments for employee related restructuring charges will be paid during the first quarter of 2020. Additionally, we incurred one-time charges related to lease and other contract cancellations and asset impairments of $8.9 million in the fourth quarter of 2019. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the workforce reduction and the cancellation of our PEGPH20 programs.


Halozyme Therapeutics, Inc.
Notes to Consolidated Financial Statements — (Continued)



Halozyme Therapeutics, Inc.
Schedule II
Valuation and Qualifying Accounts
(in thousands)
 Balance at Beginning of Period Additions Deductions Balance at End of Period Balance at Beginning of Period Additions Deductions Balance at End of Period
For the year ended December 31, 2016        
For the year ended December 31, 2019        
Accounts receivable allowances (1)
 $967
 $4,795
 $(5,203) $559
 $592
 $7,327
 $(7,122) $797
For the year ended December 31, 2015        
For the year ended December 31, 2018        
Accounts receivable allowances (1)
 $611
 $4,150
 $(3,794) $967
 $559
 $5,988
 $(5,955) $592
For the year ended December 31, 2014        
For the year ended December 31, 2017        
Accounts receivable allowances (1)
 $610
 $4,520
 $(4,519) $611
 $559
 $4,645
 $(4,645) $559
_______________
(1)
Allowances are for chargebacks, prompt payment discounts and distribution fees related to Hylenex recombinant product sales.



F-41F-46



Exhibit Index
Incorporated by Reference
ExhibitFiled
NumberExhibit TitleHerewithFormFile No.Date Filed
3.1Composite Certification of Incorporation10-Q001-323358/7/2013
3.2Bylaws, as amended8-K001-3233512/19/2016
3.3Certificate of Elimination of the Series A Preferred Stock of Halozyme Therapeutics, Inc.8-K001-323355/6/2016
10.1License Agreement between University of Connecticut and Registrant, dated November 15, 2002SB-2333-1147764/23/2004
10.2First Amendment to the License Agreement between University of Connecticut and Registrant, dated January 9, 20068-K001-323351/12/2006
10.3#Halozyme Therapeutics, Inc. 2005 Outside Directors’ Stock Plan8-K001-323357/6/2005
10.4#Form of Stock Option Agreement (2005 Outside Directors’ Stock Plan)10-Q001-323358/8/2006
10.5#Form of Restricted Stock Agreement (2005 Outside Directors’ Stock Plan)10-Q001-323358/8/2006
10.6#Halozyme Therapeutics, Inc. 2006 Stock Plan8-K001-323353/24/2006
10.7#Form of Stock Option Agreement (2006 Stock Plan)10-Q001-323358/8/2006
10.8#Form of Restricted Stock Agreement (2006 Stock Plan)10-Q001-323358/8/2006
10.9#Halozyme Therapeutics, Inc. 2008 Stock Plan8-K001-323353/19/2008
10.10#Form of Stock Option Agreement (2008 Stock Plan)10-Q001-323358/7/2009
10.11#Form of Restricted Stock Agreement (2008 Stock Plan)10-Q001-323358/7/2009
10.12#Halozyme Therapeutics, Inc. 2011 Stock Plan (as amended through May 4, 2016)DEF-14A001-323353/23/2016
10.13#Form of Stock Option Agreement (2011 Stock Plan)8-K001-323355/6/2011
10.14#Form of Stock Option Agreement for Executive Officers (2011 Stock Plan)8-K001-323355/6/2011
10.15#Form of Restricted Stock Units Agreement for Officers (2011 Stock Plan)10-Q001-323358/10/2015
10.16#Form of Restricted Stock Award Agreement for Officers (2011 Stock Plan)10-Q001-323358/10/2015
10.17#Form of Restricted Stock Units Agreement (2011 Stock Plan)8-K001-323355/6/2011
10.18#Form of Restricted Stock Award Agreement (2011 Stock Plan)8-K001-323355/6/2011
10.19#Form of Stock Option Agreement (2011 Stock Plan -grants made on or after 11/4/2015)10-Q001-3233511/9/2015




Incorporated by Reference
ExhibitFiled
NumberExhibit TitleHerewithFormFile No.Date Filed
10.20#Form of Restricted Stock Units Agreement (2011 Stock Plan - grants made on or after 11/4/2015)10-Q001-3233511/9/2015
10.21#Form of Restricted Stock Award Agreement (2011 Stock Plan - grants made on or after 11/4/2015)10-Q001-3233511/9/2015
10.22#Form of Restricted Stock Units Agreement (2011 Plan - grants made on or after 2/22/2017)X
10.23#Form of Indemnity Agreement for Directors and Executive Officers8-K001-3233512/20/2007
10.24#Severance Policy10-Q001-323355/9/2008
10.25#Form of Amended and Restated Change In Control Agreement with Officer10-Q001-3233511/9/2015
10.26Lease (11404 and 11408 Sorrento Valley Road)8-K001-323356/16/2011
10.27Amended and Restated Lease (11388 Sorrento Valley Road), effective as of June 10, 20118-K001-323356/16/2011
10.28Lease (11436 Sorrento Valley Road), effective as of April 201310-K001-323352/28/2013
10.29First modification to Lease (11436 Sorrento Valley Road)10-Q001-323355/8/2013
10.30*Credit Agreement, dated December 30, 201510-K001-323352/29/2016
10.31Halozyme Therapeutics, Inc. Executive Incentive PlanDEF-14A001-323353/23/2016
10.32Loan and Security Agreement, dated June 7, 201610-Q001-323358/9/2016
10.33Consent, Release, and First Amendment to Loan and Security Agreement, dated December 21, 2016X
21.1Subsidiaries of RegistrantX
23.1Consent of Independent Registered Public Accounting FirmX
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amendedX
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amendedX
32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Extension SchemaX
101.CALXBRL Taxonomy Extension Calculation LinkbaseX
101.DEFXBRL Taxonomy Extension Definition LinkbaseX




Incorporated by Reference
ExhibitFiled
NumberExhibit TitleHerewithFormFile No.Date Filed
101.LABXBRL Taxonomy Extension Label LinkbaseX
101.PREXBRL Taxonomy Presentation LinkbaseX
_______________
*Confidential treatment has been granted (or requested) for certain portions of this exhibit. These portions have been omitted from this agreement and have been filed separately with the Securities and Exchange Commission.
#Indicates management contract or compensatory plan or arrangement.