Fair Value Measurements | 5. Fair Value Measurements We determine the fair value of certain financial assets and liabilities using the fair value of hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: Level 1: Unadjusted quoted prices in active, accessible markets for identical assets or liabilities. Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable activity. The determination of a financial instrument’s level within the fair value hierarchy is based on an assessment of the lowest level of any input that is significant to the fair value measurement. We consider observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The following tables present information about our financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values (in thousands): March 31, 2023 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 60,088 $ — $ — $ 60,088 Commercial paper — 39,181 — 39,181 U.S. government and agency securities — 19,226 19,226 Total cash and cash equivalents 60,088 58,407 — 118,495 Marketable securities: Commercial paper — 51,994 — 51,994 U.S. government and agency securities — 152,238 — 152,238 Corporate debt securities — 34,651 — 34,651 Total marketable securities — 238,883 — 238,883 Total fair value of assets $ 60,088 $ 297,290 $ — $ 357,378 Liabilities: Contingent value rights liability $ — $ — $ 40,294 $ 40,294 Contingent consideration liability — — 4,470 4,470 Total fair value of liabilities $ — $ — $ 44,764 $ 44,764 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 61,167 $ — $ — $ 61,167 Commercial paper — 41,957 — 41,957 U.S. government and agency securities 12,314 12,314 Total cash and cash equivalents 61,167 54,271 — 115,438 Marketable securities: Commercial paper — 69,574 — 69,574 U.S. government and agency securities — 146,705 — 146,705 Corporate debt securities — 53,597 — 53,597 Total marketable securities — 269,876 — 269,876 Total fair value of assets $ 61,167 $ 324,147 $ — $ 385,314 Liabilities: Contingent value rights liability $ — $ — $ 39,818 $ 39,818 Contingent consideration liability — — 4,420 4,420 Total fair value of liabilities $ — $ — $ 44,238 $ 44,238 Money market funds are included within Level 1 of the fair value hierarchy because they are valued using quoted market prices. Other cash equivalents and marketable securities, such as commercial paper, U.S. government and agency securities, and corporate debt securities are classified within Level 2 of the fair value hierarchy as the valuation is obtained from third-party pricing services, which utilize industry standard valuation models, including both income-based and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate the fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, estimated interest rates based on the issuer credit rating and term, and other observable inputs. The following table presents a summary of the changes in the fair value of our Level 3 financial instruments (in thousands): Contingent Contingent Balance at December 31, 2022 $ 39,818 $ 4,420 Net change in fair value upon remeasurement 476 50 Balance at March 31, 2023 $ 40,294 $ 4,470 The fair values of the CVR and contingent consideration liabilities are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the CVR and the contingent consideration liabilities, we used the income approach, primarily discounted cash flow models. The discounted cash flow models require the use of significant judgment, estimates and assumptions, including estimated revenues and costs, the probability of technical and regulatory success, and discount rates. The fair value of the CVR liability increased during the three months ended March 31, 2023 by $ 0.5 million primarily due to a change in estimate of the potential future proceeds derived from Aduro’s license agreement with Merck for MK-5890. The contingent consideration liability did not change significantly during the three months ended March 31, 2023. In addition, we will hold the shares in Sairopa until there is a liquidation event, at which time, in accordance with the CVR Agreement, 50 % of any net proceeds will accrue to the benefit of the CVR holders, net of deductions permitted under the CVR Agreement, including taxes and certain other expenses. Refer to Note 10 “Equity Method Investment” for more information. |