Fair Value Measurements | 5. Fair Value Measurements We record certain financial assets and liabilities at fair value in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 820 on fair value measurements. As defined in the guidance, fair value, defined as an exit price, represents the amount that would be received to sell an asset or pay to transfer a liability in an orderly transaction between market participants. As a result, fair value is a market-based approach that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering these assumptions, the guidance defines a three-tier valuation hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value. 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 Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 78,854 $ — $ — $ 78,854 Commercial paper — 62,084 — 62,084 U.S. government and agency securities — 4,989 — 4,989 Total cash and cash equivalents 78,854 67,073 — 145,927 Marketable securities: Commercial paper — 49,922 — 49,922 U.S. government and agency securities — 142,671 — 142,671 Corporate debt securities — 66,681 — 66,681 Total marketable securities — 259,274 — 259,274 Total fair value of assets $ 78,854 $ 326,347 $ — $ 405,201 Liabilities: Contingent value rights liability $ — $ — $ 25,009 $ 25,009 Contingent consideration liability — — 4,220 4,220 Total fair value of liabilities $ — $ — $ 29,229 $ 29,229 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents: Cash and money market funds $ 161,522 $ — $ — $ 161,522 Commercial paper — 16,897 — 16,897 Corporate debt securities — 3,305 — 3,305 Total cash and cash equivalents 161,522 20,202 — 181,724 Marketable securities: Commercial paper — 34,968 — 34,968 U.S. government and agency securities — 85,222 — 85,222 Corporate debt securities — 53,138 — 53,138 Total marketable securities — 173,328 — 173,328 Total fair value of assets $ 161,522 $ 193,530 $ — $ 355,052 Liabilities: Contingent value rights liability $ — $ — $ 34,591 $ 34,591 Contingent consideration liability — — 5,160 5,160 Total fair value of liabilities $ — $ — $ 39,751 $ 39,751 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 Value Rights Liability Contingent Consideration Liability Balance at December 31, 2021 $ 34,591 $ 5,160 Net change in fair value upon remeasurement (2,082 ) (940 ) Payment of contingent value rights liability (7,500 ) — Balance at June 30, 2022 $ 25,009 $ 4,220 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 and the contingent consideration liabilities decreased during the six months ended June 30, 2022 by $10.5 million, which included $7.5 million paid to CVR holders in the second quarter of 2022, resulting from a development milestone recognized in the fourth quarter of 2021 under the license agreement with Merck for MK-5890, as well as a change in fair value resulting from remeasurement of the liabilities. For the three and six months ended June 30, 2022, the change in fair value of the CVR and the contingent consideration liabilities from remeasurement was a decrease of $2.0 million and $3.0 million, respectively, and was recorded in the condensed consolidated statement of operations and comprehensive loss. The decrease was primarily due to higher discount rates in 2022 driven by changes in market interest rates, which lowered the present value of future cash flows and a decrease in the estimated value of our preferred shares in Sairopa B.V. (“Sairopa”). 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. For the three and six months ended June 30, 2021, the fair value of the CVR and the contingent consideration liabilities increased by $19.6 million and $21.4 million, respectively, and was recorded in the condensed consolidated statement of operations and comprehensive loss. The increase was primarily due to a change in the estimate of the potential future proceeds derived from the license agreement with Merck, which included the impact of Merck informing us in the second quarter of 2021 that they intended to evaluate the product candidate MK-5890 in a phase 2 clinical study for a new indication, and a change in the fair value from the sale of certain of our non-renal assets in exchange for preferred shares in Sairopa during the second quarter of 2021. |