Ironwood Pharmaceuticals (IRWD) 10-Q 9 Nov 23 2023 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - $ / shares	9 Months Ended
	Sep. 30, 2023	Oct. 31, 2023
Cover [Abstract]
Entity Central Index Key	0001446847
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-34620
Entity Registrant Name	IRONWOOD PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3404176
Entity Address, Address Line One	100 Summer Street
Entity Address, Address Line Two	Suite 2300
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02110
City Area Code	617
Local Phone Number	621-7722
Title of 12(b) Security	Class A common stock, $0.001 par value
Entity Listing, Par Value Per Share	$ 0.001
Trading Symbol	IRWD
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		156,129,046
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 110,164	$ 656,203
Accounts receivable, net	124,546	115,458
Prepaid expenses and other current assets	18,112	7,715
Restricted cash	788	1,250
Total current assets	253,610	780,626
Restricted cash, net of current portion	510	485
Accounts receivable, net of current portion		14,589
Property and equipment, net	5,630	6,288
Operating lease right-of-use assets	12,956	14,023
Intangible assets, net	3,889
Deferred tax assets	243,645	283,661
Other assets	3,823	847
Total assets	524,063	1,100,519
Current liabilities:
Accounts payable	4,698	483
Accrued research and development costs	10,735	5,258
Accrued expenses and other current liabilities	62,714	16,700
Current portion of operating lease liabilities	3,111	3,065
Current portion of convertible senior notes	199,321
Note hedge warrants		19
Total current liabilities	280,579	25,525
Convertible senior notes, net of current portion	198,141	396,251
Operating lease obligations, net of current portion	15,074	16,599
Revolving credit facility	325,000
Other liabilities	30,948	9,766
Commitments and contingencies
Ironwood Pharmaceuticals, Inc. Stockholders' equity:
Class A Common Stock, $0.001 par value, 500,000,000 shares authorized and 156,125,676 shares issued and outstanding at September 30, 2023 and 500,000,000 shares authorized and 154,026,949 shares issued and outstanding at December 31, 2022	156	154
Additional paid-in capital	1,374,908	1,348,600
Accumulated deficit	(1,697,528)	(696,376)
Accumulated other comprehensive income (loss)	(752)
Total Ironwood Pharmaceuticals, Inc. stockholders' equity (deficit)	(323,216)	652,378
Noncontrolling interests	(2,463)
Total stockholders' equity (deficit)	(325,679)	652,378
Total liabilities and stockholders' equity	$ 524,063	$ 1,100,519

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	156,125,676	154,026,949
Common stock, shares outstanding	156,125,676	154,026,949

Condensed Consolidated Statemen

Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Total revenues	$ 113,739	$ 108,637	$ 325,182	$ 303,397
Revenue from Contract with Customer, Product and Service	Collaborative arrangements revenue	Collaborative arrangements revenue	Collaborative arrangements revenue	Collaborative arrangements revenue
Costs and expenses:
Research and development	$ 32,985	$ 11,545	$ 80,409	$ 33,819
Selling, general and administrative	36,046	28,619	119,647	87,604
Restructuring expenses	4,685		17,696
Acquired in-process research and development			1,090,449
Total costs and expenses	73,716	40,164	1,308,201	121,423
Income (loss) from operations	40,023	68,473	(983,019)	181,974
Other income (expense):
Interest expense and other financing costs	(9,839)	(1,524)	(13,206)	(6,072)
Interest and investment income	1,748	2,807	17,777	4,055
Gain on derivatives		151	19	200
Other income (expense), net	(8,091)	1,434	4,590	(1,817)
Income (loss) before income taxes	31,932	69,907	(978,429)	180,157
Income tax expense	(17,982)	(19,590)	(51,385)	(53,959)
Net income (loss)	13,950	50,317	(1,029,814)	126,198
Less: Net income (loss) attributable to noncontrolling interests	(1,371)		(28,662)
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc.	$ 15,321	$ 50,317	$ (1,001,152)	$ 126,198
Net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - basic (in dollars per share)	$ 0.10	$ 0.33	$ (6.45)	$ 0.82
Net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - diluted (in dollars per share)	$ 0.09	$ 0.28	$ (6.45)	$ 0.69
Weighted average shares used in computing net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - basic (in shares)	155,886	153,066	155,240	154,713
Weighted average shares used in computing net income (loss) per share attributable to Ironwood Pharmaceuticals, Inc. shareholders - diluted (in shares)	186,891	184,465	155,240	186,504

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc.
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc.	$ 15,321	$ 50,317	$ (1,001,152)	$ 126,198
Other comprehensive loss, net of tax:
Currency translation adjustment	(307)		(307)
Defined benefit pension plan	(464)		(464)
Total other comprehensive loss, net of tax	(771)		(771)
Less: Other comprehensive loss attributable to noncontrolling interest	(19)		(19)
Comprehensive income (loss) attributable to Ironwood Pharmaceuticals, Inc.	$ 14,569	$ 50,317	$ (1,001,904)	$ 126,198

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total Ironwood Pharmaceuticals, Inc. Stockholders' equity (deficit) Cumulative Effect, Period of Adoption, Adjustment	Total Ironwood Pharmaceuticals, Inc. Stockholders' equity (deficit)	Common Stock	Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment	Additional paid-in capital	Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated deficit	Accumulated other comprehensive income (loss)	Noncontrolling Interest	Cumulative Effect, Period of Adoption, Adjustment	Total
Balance at Dec. 31, 2021	$ (44,050)	$ 605,911	$ 162	$ (110,217)	$ 1,543,357	$ 66,167	$ (937,608)			$ (44,050)	$ 605,911
Balance (in shares) at Dec. 31, 2021			162,036,461
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock related to share-based awards and employee stock purchase plan		1,521	$ 1		1,520						1,521
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares)			1,087,966
Share-based compensation expense related to share-based awards and employee stock purchase plan		6,089			6,089						6,089
Repurchases of common stock		(90,489)	$ (8)		(90,481)						(90,489)
Repurchases of common stock (in shares)			(8,009,272)
Net income (loss)		38,801					38,801				38,801
Balance at Mar. 31, 2022		517,783	$ 155		1,350,268		(832,640)				517,783
Balance (in shares) at Mar. 31, 2022			155,115,155
Balance at Dec. 31, 2021	(44,050)	605,911	$ 162	(110,217)	1,543,357	66,167	(937,608)			(44,050)	605,911
Balance (in shares) at Dec. 31, 2021			162,036,461
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)											126,198
Balance at Sep. 30, 2022		591,063	$ 153		1,336,153		(745,243)				591,063
Balance (in shares) at Sep. 30, 2022			153,319,417
Balance at Dec. 31, 2021	$ (44,050)	605,911	$ 162	$ (110,217)	1,543,357	$ 66,167	(937,608)			$ (44,050)	605,911
Balance (in shares) at Dec. 31, 2021			162,036,461
Increase (Decrease) in Stockholders' Equity (Deficit)
Repurchases of common stock											$ (123,400)
Repurchases of common stock (in shares)											(10,800,000)
Balance at Dec. 31, 2022		652,378	$ 154		1,348,600		(696,376)				$ 652,378
Balance (in shares) at Dec. 31, 2022			154,026,949								154,026,949
Balance at Mar. 31, 2022		517,783	$ 155		1,350,268		(832,640)				$ 517,783
Balance (in shares) at Mar. 31, 2022			155,115,155
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock related to share-based awards and employee stock purchase plan		4,315	$ 1		4,314						4,315
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares)			818,235
Share-based compensation expense related to share-based awards and employee stock purchase plan		6,601			6,601						6,601
Repurchases of common stock		(32,896)	$ (3)		(32,893)						(32,896)
Repurchases of common stock (in shares)			(2,757,081)
Net income (loss)		37,080					37,080				37,080
Balance at Jun. 30, 2022		532,883	$ 153		1,328,290		(795,560)				532,883
Balance (in shares) at Jun. 30, 2022			153,176,309
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock related to share-based awards and employee stock purchase plan		796			796						796
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares)			143,108
Share-based compensation expense related to share-based awards and employee stock purchase plan		7,067			7,067						7,067
Net income (loss)		50,317					50,317				50,317
Balance at Sep. 30, 2022		591,063	$ 153		1,336,153		(745,243)				591,063
Balance (in shares) at Sep. 30, 2022			153,319,417
Balance at Dec. 31, 2022		652,378	$ 154		1,348,600		(696,376)				$ 652,378
Balance (in shares) at Dec. 31, 2022			154,026,949								154,026,949
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock related to share-based awards and employee stock purchase plan		1,629	$ 1		1,628						$ 1,629
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares)			1,319,154
Share-based compensation expense related to share-based awards and employee stock purchase plan		7,131			7,131						7,131
Net income (loss)		45,714					45,714				45,714
Balance at Mar. 31, 2023		706,852	$ 155		1,357,359		(650,662)				706,852
Balance (in shares) at Mar. 31, 2023			155,346,103
Balance at Dec. 31, 2022		652,378	$ 154		1,348,600		(696,376)				$ 652,378
Balance (in shares) at Dec. 31, 2022			154,026,949								154,026,949
Increase (Decrease) in Stockholders' Equity (Deficit)
Net income (loss)											$ (1,029,814)
Balance at Sep. 30, 2023		(323,216)	$ 156		1,374,908		(1,697,528)	$ (752)	$ (2,463)		$ (325,679)
Balance (in shares) at Sep. 30, 2023			156,125,676								156,125,676
Balance at Mar. 31, 2023		706,852	$ 155		1,357,359		(650,662)				$ 706,852
Balance (in shares) at Mar. 31, 2023			155,346,103
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock related to share-based awards and employee stock purchase plan		1,366	$ 1		1,365						1,366
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares)			681,545
Share-based compensation expense related to share-based awards and employee stock purchase plan		8,265			8,265						8,265
Non-controlling interests on acquisition of VectivBio Holding AG									26,218		26,218
Net income (loss)		(1,062,187)					(1,062,187)		(27,291)		(1,089,478)
Balance at Jun. 30, 2023		(345,704)	$ 156		1,366,989		(1,712,849)		(1,073)		(346,777)
Balance (in shares) at Jun. 30, 2023			156,027,648
Increase (Decrease) in Stockholders' Equity (Deficit)
Issuance of common stock related to share-based awards and employee stock purchase plan		13			13						13
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares)			98,028
Share-based compensation expense related to share-based awards and employee stock purchase plan		7,906			7,906						7,906
Net income (loss)		15,321					15,321		(1,371)		13,950
Other comprehensive income, net of tax		(752)						(752)	(19)		(771)
Balance at Sep. 30, 2023		$ (323,216)	$ 156		$ 1,374,908		$ (1,697,528)	$ (752)	$ (2,463)		$ (325,679)
Balance (in shares) at Sep. 30, 2023			156,125,676								156,125,676

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net income (loss)	$ (1,029,814)	$ 126,198
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,063	1,078
Share-based compensation expense	23,301	19,757
Change in fair value of note hedge warrants	(19)	(1,315)
Change in fair value of convertible note hedges		1,115
Non-cash interest expense	1,473	1,453
Acquired in-process research and development	1,090,449
Deferred income taxes	41,316	45,610
Changes in assets and liabilities:
Accounts receivable, net	5,501	7,056
Prepaid expenses and other current assets	(1,881)	1,578
Operating lease right-of-use assets	1,067	985
Other assets	(354)	137
Accounts payable and accrued expenses	24,927	(6,108)
Accrued research and development costs	(11,470)	(10,223)
Operating lease liabilities	(1,479)	(1,474)
Other liabilities	3,513	8,734
Net cash provided by operating activities	147,593	194,581
Cash flows from investing activities:
Purchases of property and equipment	(62)	(163)
Acquisition of VectivBio Holding AG, net of cash acquired	(1,022,068)
Net cash used in investing activities	(1,022,130)	(163)
Cash flows from financing activities:
Proceeds from exercise of stock options and employee stock purchase plan	5,359	6,734
Repayment of 2022 Convertible Notes		(120,699)
Proceeds from revolving credit facility	400,000
Costs associated with revolving credit facility	(2,295)
Repayments of revolving credit facility	(75,000)
Repurchases of common stock		(126,394)
Net cash provided by (used in) financing activities	328,064	(240,359)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3)
Net decrease in cash, cash equivalents and restricted cash	(546,476)	(45,941)
Cash, cash equivalents and restricted cash, beginning of period	657,938	621,864
Cash, cash equivalents and restricted cash, end of period	$ 111,462	$ 575,923

Condensed Consolidated Statem_5

Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	$ 110,164	$ 656,203	$ 574,188
Restricted cash	1,298	1,700	1,735
Total cash, cash equivalents, and restricted cash	$ 111,462	$ 657,938	$ 575,923	$ 621,864

Nature of Business

Nature of Business	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Nature of Business	1. Nature of Business ​ Ironwood Pharmaceuticals, Inc. (“Ironwood” or the “Company”) is a gastrointestinal (“GI”) healthcare company dedicated to advancing the treatment of GI diseases and redefining the standard of care for GI patients. The Company is focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need, leveraging its demonstrated expertise and capabilities in GI diseases. ​ LINZESS ® ® ​ The Company has strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide throughout the world. The Company and its partner, AbbVie Inc. (together with its affiliates, “AbbVie”), began commercializing LINZESS in the U.S. in December 2012. Under the Company’s collaboration for North America with AbbVie AbbVie AbbVie ​ Outside of the U.S., the Company earns royalties as a percentage of net sales of products containing linaclotide as an active ingredient by the Company’s collaboration partners. AbbVie has an exclusive license from the Company to develop and commercialize linaclotide in all countries other than China (including Hong Kong and Macau), Japan and the countries and territories of North America (the “ AbbVie AbbVie ​ In June 2023, the Company completed a tender offer to purchase outstanding ordinary shares of VectivBio Holding AG (“VectivBio”), a clinical-stage biotechnology company focused on the discovery and development of treatments for severe, rare GI conditions for which there is a significant unmet medical need. As of September 30, 2023, Ironwood holds 98% of VectivBio’s outstanding ordinary shares and intends to effect a statutory squeeze-out merger under Swiss law to acquire all remaining shares. Through the acquisition, the Company is advancing apraglutide, a next-generation, synthetic peptide analog of glucagon-like peptide-2 (“GLP-2”), for rare GI diseases, including short bowel syndrome with intestinal failure (“SBS-IF”). ​ The Company has a collaboration and license option agreement (the “COUR Collaboration Agreement”) with COUR Pharmaceutical Development Company, Inc. (“COUR”), a biotechnology company developing novel immune-modifying nanoparticles to treat autoimmune diseases. The COUR Collaboration Agreement grants the Company an option to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a potential treatment for primary biliary cholangitis, a rare autoimmune disease targeting the liver. ​ The Company is also advancing IW-3300, a GC-C agonist, for the potential treatment of visceral pain conditions, including interstitial cystitis/bladder pain syndrome (“IC/BPS”) and endometriosis. ​ The Company was incorporated in Delaware on January 5, 1998 as Microbia, Inc. On April 7, 2008, the Company changed its name to Ironwood Pharmaceuticals, Inc. To date, the Company has dedicated a majority of its activities to the research, development and commercialization of linaclotide, as well as to the research and development of its other product candidates.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies ​ Basis of Presentation ​ The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 16, 2023 (the “2022 Annual Report on Form 10-K”). ​ The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of September 30, 2023, and the results of its operations for the three and nine months ended September 30, 2023 and 2022, its statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. ​ Principles of Consolidation ​ The accompanying condensed consolidated financial statements as of September 30, 2023 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH, as well as Ironwood’s majority-owned subsidiary, VectivBio, and VectivBio’s wholly-owned subsidiaries, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. ​ For consolidated entities in which the Company owns less than 100% of the outstanding shares, the Company records net income (loss) and comprehensive income (loss) attributable to noncontrolling interests in its consolidated statements of income (loss) and comprehensive income (loss), respectively, equal to the percentage of the common stock ownership interest retained in such entities by the noncontrolling parties. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. ​ The Company acquired control of VectivBio and its subsidiaries on June 29, 2023 (Note 3). Accordingly, the accompanying condensed consolidated financial statements reflect the results of operations and cash flows of VectivBio and its subsidiaries from the acquisition date through September 30, 2023. ​ Use of Estimates ​ The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Significant estimates and assumptions in the condensed consolidated financial statements include those related to fair value of assets acquired and liabilities assumed in acquisitions; revenue recognition; accounts receivable; useful lives of long-lived assets, impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; fair value of derivatives; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. Reclassifications ​ ​ Summary of Significant Accounting Policies ​ The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies ​ Foreign Currency Translation ​ For subsidiaries with a different functional currency than the U.S. dollar, assets and liabilities are translated at the exchange rate as of the balance sheet date and income and expense items are translated at the average exchange rate for the reporting period. Adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in accumulated comprehensive income (loss), a separate component of stockholders’ equity. ​ Acquisitions ​ The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. ​ The Company accounts for business combinations using the acquisition method of accounting, which requires the acquiring entity to recognize the fair value of assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. The Company determines the fair value of assets acquired and liabilities assumed based on management’s estimate of the fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Transaction costs are expensed as incurred. ​ The Company accounts for asset acquisitions that are not determined to be a business combination by recognizing net assets based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In an asset acquisition, the cost allocated to acquired in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. The Company classifies asset acquisitions of acquired IPR&D as investing activities on its condensed consolidated statements of cash flows. ​ New Accounting Pronouncements ​ From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2023 that had a material effect on its condensed consolidated financial statements. ​ Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Acquisitions	​ ​ 3. Acquisitions ​ On June 29, 2023, the Company completed a tender offer to purchase the outstanding ordinary shares of VectivBio (the “VectivBio Shares”) at a price per share of $17.00, net to the shareholders of VectivBio in cash, without interest and subject to any applicable withholding taxes (the “VectivBio Acquisition”). The aggregate consideration paid by the Company to acquire the shares accepted for payment was approximately $1.2 billion. The Company financed the acquisition through proceeds from the borrowings under the Revolving Credit Agreement (as defined elsewhere below), cash on hand, and cash of VectivBio. ​ As of September 30, 2023, the Company holds 98% of the outstanding VectivBio Shares. The Company intends to effect a squeeze-out merger under Swiss law to acquire all the remaining outstanding VectivBio Shares in the fourth quarter of 2023. The remaining outstanding VectivBio Shares are expected to be settled by the Company in cash for $26.3 million. ​ The total purchase consideration for VectivBio is as follows (in thousands): ​ ​ ​ ​ Cash consideration paid to selling shareholders (1) $ 1,041,391 Cash consideration paid to settle VectivBio restricted stock units (“RSUs”) and stock options (2) 78,003 Cash consideration paid to settle VectivBio warrants (3) ​ 3,720 Transaction costs ​ 26,270 Fair value of noncontrolling interest (4) ​ 26,218 Total purchase consideration $ 1,175,602 (1) The cash consideration paid to selling shareholders was determined based on the total number of VectivBio Shares tendered at closing of 61,258,315 at a per share price of $17.00 . (2) The cash consideration paid to settle VectivBio RSUs and stock options issued under VectivBio’s equity incentive plans was determined based on the total number of underlying VectivBio Shares of 8,904,171 at a per share price of $17.00 , less the exercise price for stock options. (3) The cash consideration paid to settle VectivBio warrants was determined based on the total number of VectivBio warrant shares outstanding at close of 324,190 at a per share price of $11.4757 calculated as the per share price of $17.00 , less the exercise price of $5.5243 per share. (4) T he fair value of the non-controlling interest was determined based on the total number of VectivBio Shares outstanding at closing of 1,547,723 at the closing date of the tender offer, using the VectivBio closing share price on June 28, 2023 of $16.94 . ​ All consideration was paid prior to September 30, 2023 with the exception of $4.0 million of transaction costs. ​ The VectivBio Acquisition was accounted for as an asset acquisition under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, Research and Development The following is the allocation of the purchase consideration based on the relative fair value of assets acquired and liabilities assumed by the Company (in thousands): ​ ​ ​ ​ Assets acquired ​ ​ Cash and cash equivalents $ 123,340 Prepaid expenses and other current assets ​ 10,867 Property and equipment ​ 126 Intangible assets ​ 4,100 Acquired in-process research and development ​ 1,090,449 Total assets acquired $ 1,228,882 Liabilities assumed ​ ​ Current liabilities ​ 37,377 Other liabilities ​ 15,903 Total liabilities assumed $ 53,280 ​ ​ ​ Net assets acquired $ 1,175,602 ​ Intangible assets are comprised of the assembled workforce and are amortized on a straight-line basis over an estimated useful life of five years. The Company recognized $0.2 million of amortization expense during each of the three and nine months ended September 30, 2023 and the net carrying value of the assembled workforce was $3.9 million. The Company incurred acquisition-related expenses of $8.5 million and $53.8 million, respectively, for the three and nine months ended September 30, 2023, of which $3.7 million and $24.5 million, respectively, were included in selling, general and administrative expenses, $0.2 million and $15.0 million, respectively, were included in research and development expense, and $4.7 million and $14.2 million, respectively, were included in restructuring expense within the Company’s condensed consolidated statement of income (loss) for the three and nine months ended September 30, 2023. Acquisition-related expenses include direct and incremental costs incurred in connection with the transaction, including integration-related professional services and employee retention-related benefits. Acquisition-related expenses exclude transaction costs included in the computation of total consideration paid.

Net Income (Loss) Per Share

Net Income (Loss) Per Share	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Net Income (Loss) Per Share	4. Net Income (Loss) Per Share ​ The following table sets forth the computation of basic and diluted net income (loss) per common share (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2023 2022 ​ 2023 (1) ​ 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 13,950 ​ $ 50,317 ​ $ (1,029,814) ​ $ 126,198 Less: Net income (loss) attributable to noncontrolling interests ​ ​ (1,371) ​ ​ — ​ ​ (28,662) ​ ​ — Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. ​ ​ 15,321 ​ ​ 50,317 ​ ​ (1,001,152) ​ ​ 126,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes ​ ​ 448 ​ ​ 445 ​ ​ — ​ ​ 1,335 Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes ​ ​ 669 ​ ​ 667 ​ ​ — ​ ​ 2,000 Numerator used in computing net income (loss) per share — diluted ​ $ 16,438 ​ $ 51,429 ​ $ (1,001,152) ​ $ 129,533 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding used in computing net income (loss) per share — basic ​ ​ 155,886 ​ ​ 153,066 ​ ​ 155,240 ​ ​ 154,713 Effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options ​ ​ 88 ​ ​ 283 ​ ​ — ​ ​ 318 Time-based restricted stock units ​ ​ 445 ​ ​ 966 ​ ​ — ​ ​ 1,278 Performance-based restricted stock units ​ ​ 573 ​ ​ 225 ​ ​ — ​ ​ 196 Restricted stock ​ ​ 24 ​ ​ 49 ​ ​ — ​ ​ 122 Shares subject to issuance under Employee Stock Purchase Plan ​ ​ 7 ​ ​ 8 ​ ​ — ​ ​ 9 2024 Convertible Notes assumed conversion ​ ​ 14,934 ​ ​ 14,934 ​ ​ — ​ ​ 14,934 2026 Convertible Notes assumed conversion ​ ​ 14,934 ​ ​ 14,934 ​ ​ — ​ ​ 14,934 Dilutive potential common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted ​ ​ 186,891 ​ ​ 184,465 ​ ​ 155,240 ​ ​ 186,504 Net income (loss) per share — basic ​ $ 0.10 ​ $ 0.33 ​ $ (6.45) ​ $ 0.82 Net income (loss) per share — diluted ​ $ 0.09 ​ $ 0.28 ​ $ (6.45) ​ $ 0.69 (1) During the nine months ended September 30, 2023, the Company was in a net loss position, and therefore, did not differentiate basic and diluted earnings per share. The outstanding securities have been excluded from the computation of diluted weighted average shares outstanding, as applicable, as their effect would be anti-dilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 ​ 2023 2022 Stock options ​ 4,744 ​ 5,847 ​ 4,896 6,021 Time-based restricted stock units ​ 1,626 ​ 139 ​ 1,042 ​ 64 Performance-based restricted stock units ​ 216 ​ 528 ​ 164 ​ 572 Note Hedge Warrants ​ — ​ 8,318 ​ 3,364 ​ 8,318 Total 6,586 14,832 ​ 9,466 14,975 ​

Collaboration, License, and Oth

Collaboration, License, and Other Agreements	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Collaboration, License, and Other Agreements	5. Collaboration, License and Other Agreements ​ The Company has linaclotide collaboration agreements with AbbVie for North America and AstraZeneca for China (including Hong Kong and Macau), as well as linaclotide license agreements with Astellas for Japan and with AbbVie for the AbbVie License Territory. The following table provides amounts included in the Company’s condensed consolidated statements of income (loss) as collaborative arrangements revenue attributable to transactions from these arrangements and other agreements (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Collaborative Arrangements Revenue ​ 2023 2022 ​ 2023 2022 Linaclotide Collaboration and License Agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AbbVie (North America) ​ $ 110,730 ​ $ 106,085 ​ $ 318,548 ​ $ 296,047 AbbVie (Europe and other) ​ ​ 714 ​ ​ 709 ​ ​ 2,071 ​ ​ 1,847 AstraZeneca (China, including Hong Kong and Macau) ​ ​ 174 ​ 144 ​ ​ 386 ​ 484 Astellas (Japan) ​ ​ 432 ​ 520 ​ ​ 1,305 ​ 1,543 Other Agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alnylam (GIVLAARI) ​ ​ — ​ ​ 814 ​ ​ — ​ ​ 2,222 AKP (apraglutide) ​ ​ 934 ​ ​ — ​ ​ 997 ​ ​ — Other ​ ​ 755 ​ ​ 365 ​ ​ 1,875 ​ ​ 1,254 Total collaborative arrangements revenue ​ $ 113,739 ​ $ 108,637 ​ $ 325,182 ​ $ 303,397 ​ ​ The Company routinely assesses the creditworthiness of its license and collaboration partners. The Company has not experienced any material losses related to receivables from its license or collaboration partners during the three and nine months ended September 30, 2023 and 2022. ​ Linaclotide Agreements ​ Collaboration Agreement for North America with AbbVie ​ In September 2007, the Company entered into a collaboration agreement with AbbVie to develop and commercialize linaclotide for the treatment of IBS-C, CIC, and other GI conditions in North America. Under the terms of this collaboration agreement, the Company received an upfront licensing fee, equity investment, and development and regulatory milestones, and shares equally with AbbVie all development costs as well as net profits or losses from the development and sale of linaclotide in the U.S. In addition, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. AbbVie is solely responsible for the further development, regulatory approval and commercialization of linaclotide in those countries and funding any costs. ​ During the three and nine months ended September 30, 2023, the Company incurred $1.7 million and $5.1 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. During the three and nine months ended September 30, 2022, the Company incurred $1.6 million and $5.3 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. As a result of the research and development cost-sharing provisions of the linaclotide collaboration for North America, the Company incurred $2.9 million and $9.0 million in incremental research and development costs during the three and nine months ended September 30, 2023, respectively, and incurred $2.2 million and $6.7 million in incremental research and development costs during the three and nine months ended September 30, 2022, respectively, to reflect the obligations of each party under the collaboration to bear 50% of the development costs incurred. The Company and AbbVie began commercializing LINZESS in the U.S. in December 2012. The Company receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. Net profits or net losses consist of net sales of LINZESS to third-party customers and sublicense income in the U.S. less the cost of goods sold as well as selling, general and administrative expenses. LINZESS net sales are calculated and recorded by AbbVie and may include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions. The Company evaluated its linaclotide collaboration arrangement for North America and concluded that all development-period performance obligations had been satisfied as of September 2012. The Company has determined that there are three remaining commercial-period performance obligations, which include the sales detailing of LINZESS, participation in the joint commercialization committee, and approved additional trials. The consideration remaining includes cost reimbursements in the U.S. and net profit and loss sharing payments based on net sales in the U.S. Additionally, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. Royalties and net profit and loss sharing payments will be recorded as collaborative arrangements revenue or expense in the period earned, as these payments relate predominately to the license granted to AbbVie. The Company records royalty revenue in the period earned based on royalty reports from its partner, if available, or based on the projected sales and historical trends. The cost reimbursements received from AbbVie during the commercialization period will be recognized as earned in accordance with the right-to-invoice practical expedient, as the Company’s right to consideration corresponds directly with the value of the services transferred during the commercialization period. Under the Company’s linaclotide collaboration agreement for North America, LINZESS net sales are calculated and recorded by AbbVie and include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions, as noted above. These amounts include the use of estimates and judgments, which could be adjusted based on actual results in the future. The Company records its share of the net profits or net losses from the sales of LINZESS in the U.S. less commercial expenses on a net basis, and presents the settlement payments to and from AbbVie as collaboration expense or collaborative arrangements revenue, as applicable. This treatment is in accordance with the Company’s revenue recognition policy, given that the Company is not the primary obligor and does not have the inventory risks in the collaboration agreement with AbbVie for North America. The Company relies on AbbVie to provide accurate and complete information related to net sales of LINZESS in accordance with U.S. generally accepted accounting principles in order to calculate its settlement payments to and from AbbVie and record collaboration expense or collaborative arrangements revenue, as applicable. linaclotide ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 Collaborative arrangements revenue related to sales of LINZESS in the U.S. ​ $ 110,089 ​ $ 105,224 ​ $ 316,476 ​ $ 293,995 Royalty revenue ​ 641 ​ 861 ​ 2,072 ​ ​ 2,052 Total collaborative arrangements revenue ​ $ 110,730 ​ $ 106,085 ​ $ 318,548 ​ $ 296,047 ​ The Company incurred $9.5 million and $28.8 million in total selling, general and administrative costs related to the sale of LINZESS in the U.S. in accordance with the cost-sharing arrangement with AbbVie for the three and nine months ended September 30, 2023, respectively. The Company incurred $8.9 million and $26.2 million in total selling, general and administrative costs related to the sale of LINZESS in the U.S. in accordance with the cost-sharing arrangement with AbbVie for the three and nine months ended September 30, 2022, respectively. ​ ® ​ License Agreement with AbbVie (All countries other than the countries and territories of North America, China (including Hong Kong and Macau), and Japan) The Company has a license agreement with AbbVie to develop, manufacture and commercialize linaclotide in (i) Europe, and (ii) all other countries other than China (including Hong Kong and Macau), Japan, and the countries and territories of North America, or collectively the “Expanded Territory”, for the treatment of IBS-C , CIC and other GI conditions. Under the license agreement, as amended, AbbVie is obligated to pay the Company, (i) royalties based on sales volume in Europe in the upper-teens percent, and (ii) on a country-by-country and product-by-product basis in the Expanded Territory, a royalty as a percentage of net sales of products containing linaclotide as an active ingredient in the upper-single digits for five years following the first commercial sale of a linaclotide product in a country, and in the low-double digits thereafter. The royalty rate for products in Europe and the Expanded Territory will decrease, on a country-by-country basis, to the lower-single digits, or cease entirely, following the occurrence of certain events. The license agreement also contains certain sales-based milestones and commercial launch milestones, which could total up to $42.5 million. The Company recognized $ 0.7 million and $ 2.1 million of royalty revenue during the three and nine months ended September 30 , 2023 , respectively. The Company recognized $0.7 million and $1.8 million of royalty revenue during the three and nine months ended September 30, 2022, respectively. ​ License Agreement for Japan with Astellas The Company has a license agreement with Astellas to develop, manufacture, and commercialize linaclotide for the treatment of IBS-C, CIC and other GI conditions in Japan. Under the license agreement, as amended, Astellas is required to pay royalties to the Company at rates beginning in the mid-single digit percent and escalating to low-double-digit percent, based on aggregate annual net sales in Japan of products containing linaclotide as an active ingredient. These royalty payments are subject to reduction following the expiration of certain licensed patents and the occurrence of generic competition in Japan. ​ The Company recognized $0.4 million and $1.3 million of royalty revenue during the three and nine months ended September 30, 2023, respectively. The Company recognized $0.5 million and $1.5 million of royalty revenue during the three and nine months ended September 30, 2022, respectively. ​ Collaboration Agreement for China (including Hong Kong and Macau) with AstraZeneca The Company has a collaboration agreement with AstraZeneca under which AstraZeneca has the exclusive right to develop, manufacture and commercialize products containing linaclotide in the AstraZeneca License Territory. Under the collaboration agreement, AstraZeneca is required to pay tiered royalties to the Company at rates beginning in the mid-single-digit percent and increasing up to twenty percent based on the aggregate annual net sales of products containing linaclotide in the AstraZeneca License Territory. The Company recognized $0.2 million and $0.4 million of royalty revenue during the three and nine months ended September 30, 2023, respectively. The Company recognized an insignificant amount and $0.5 million of royalty revenue during the three and nine months ended September 30, 2022, respectively. The Company is entitled to receive non-contingent payments totaling At , 2023, the non-contingent receivable due from AstraZeneca was $ million and was classified as current. At December 31, 2022, the current portion and the non-current portion of the non-contingent receivable due from AstraZeneca were $10.0 million and $14.6 million, respectively. Other Collaboration and License Agreements ​ Collaboration and License Option Agreement with COUR In November 2021, the Company entered into the COUR Collaboration Agreement, pursuant to which the Company has been granted an option (the “Option”) to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104, a tolerizing immune modifying nanoparticle (“CNP-104”) for the treatment of primary biliary cholangitis (“PBC”). COUR has initiated a clinical study to evaluate the safety, tolerability, and pharmacodynamic effects and efficacy of CNP-104 in PBC patients. ​ Pursuant to the terms of the COUR Collaboration Agreement, the Company made an upfront, non-refundable payment of $6.0 million to COUR during the year ended December 31, 2021, and agreed to pay $13.5 million in total non-contingent payments and milestone payments in connection with certain development activities and regulatory milestones. After reviewing the data from the clinical study for CNP-104, if the Company exercises the Option, the Company will pay COUR $35.0 million in exchange for the license. Upon commercialization, COUR will be eligible to receive commercial milestone payments of up to $440.0 million over the term of the agreement and royalties in the high-single digits to low-double digits percentage of the aggregated annual net sales in the U.S. of products containing CNP-104. ​ During the year ended December 31, 2021, the Company recognized research and development expense totaling $19.5 million related to the up-front payment, non-contingent payment, and milestone payments for which payment was probable to occur. At December 31, 2022, payment obligations of $3.8 million were included in accrued research and development costs. No payment obligations remained as of September 30, 2023. ​ In April 2023, the Company and COUR executed an amendment to the COUR Collaboration Agreement, in which the Company agreed to pay a one-time, non-refundable, upfront payment of $6.0 million to COUR in exchange for the right to apply a credit of $6.6 million against future amounts due to COUR in connection with the exercise of the Option, commercial milestones, or royalties. In connection with such payment, COUR also granted the Company a right of first negotiation over certain additional potential research and development programs. The $6.0 million payment was recognized as research and development expense in the second quarter of 2023. Development and Commercialization Agreement with AKP Pursuant to the terms of the development and commercialization agreement, using the exchange rate at the inception of the agreement, VectivBio received an upfront payment of JPY 3,000 million ($24.6 million at date of agreement) and is eligible to receive development related payments of JPY 1,600 million in the aggregate ($13.1 million at date of agreement), development milestones of JPY 1,000 million ($8.2 million at date of agreement) and up to JPY 19,000 million ($155.8 million at date of agreement) of commercial and sales-based milestone payments. VectivBio is also eligible to receive payments in the commercial period for manufacturing supply equal to cost-plus manufacturing mark-up and tiered royalties of up to a mid-double-digit percentage on product sales continuing until the later of (i) expiration of regulatory exclusivity in Japan, or (ii) expiration of the last valid patent claim that provides exclusivity to apraglutide in Japan (the “Royalty Term”). The development and commercialization agreement will terminate upon the expiration of the Royalty Term. The Company evaluated the development and commercialization agreement under the provisions of ASC Topic 606, Revenue from Contracts with Customers assessed that it provided a right to use the license as the license exists (in terms of form and functionality) at the point in time at which it is granted and therefore, was satisfied at the inception of the arrangement. The development activities are being recognized over time as the Company performs development activities related to the global trials. The Company recognizes revenue associated with the development activities using an input method, according to the costs incurred, which in management’s judgment, is the best measure of progress towards satisfying the performance obligation. In connection with the acquisition of VectivBio, the Company accounted for the acquisition as an asset acquisition, which required that it recognize the deferred revenue at its fair value of $4.3 million on June 28, 2023. The Company recognized $0.9 million and $1.0 million of revenue during the three and nine months ended September 30, 2023, respectively. As of September 30, 2023, deferred revenue of $2.6 million is reported within accrued expenses and other current liabilities and $0.6 million is reported within other liabilities on the condensed consolidated balance sheets. Deferred revenue is expected to be recognized over the course of the development activities, which are currently estimated to occur through 2028. License Agreement with Ferring In August 2012, as subsequently amended and restated in December 2016, GlyPharma Therapeutic Inc., a subsidiary of VectivBio (“GlyPharma”), entered into an exclusive licensing agreement with Ferring International Center, S.A. (“Ferring”), pursuant to which Ferring granted GlyPharma an exclusive, worldwide, sublicensable license under certain patent rights and know-how controlled by Ferring relating to apraglutide and certain know-how controlled by Ferring relating to specified alternate drug compounds, to research, develop, manufacture, make, have made, import, export, use, sell, distribute, promote, advertise, dispose of or offer to sell (i) products containing apraglutide whose manufacture, use or sale is covered by a valid claim of the licensed patents, or licensed products and (ii) products, containing a specified alternate drug compound, or alternate drug products. In April 2021, the license agreement was transferred and assigned to VectivBio AG, a subsidiary of VectivBio. Under the license agreement, as partial consideration for the rights Ferring granted to it, VectivBio AG is required to pay Ferring a high single-digit royalty on worldwide annual net sales of licensed products and alternate drug products until, on a country-by-country basis and licensed product-by-licensed product or alternate drug product-by-alternate drug product basis, as applicable, the date on which the manufacture, use or sale of such licensed product or alternate drug product, as applicable, ceases to be covered by a valid claim of a patent within the licensed patents in such country. GlyPharma was also required to pay Ferring a certain number of warrants and Class A preferred shares pursuant to a shareholders’ agreement. The equity obligations under the license agreement have been fully performed by GlyPharma. The Company is also obligated to pay a specified percentage of the annual consideration VectivBio AG or its affiliates, including us, received in connection with sales of licensed product or alternate drug product by any third parties to which VectivBio AG or its affiliates, including us, grant a sublicense of any of the rights licensed to VectivBio AG by Ferring under this Agreement. Such percentage is in the high single digits for sales of both licensed products and alternate drug products, and such payments are owed for the duration of the royalty term for licensed products or alternate drug products, as applicable. Other Agreements Disease Education and Promotional Agreement with Alnylam ​ In August 2019, the Company and Alnylam Pharmaceuticals, Inc. (“Alnylam”) entered into a disease education and promotional agreement (the “Alnylam Agreement”) for Alnylam’s GIVLAARI (givosiran) for the treatment of acute hepatic porphyria. The Alnylam Agreement, as amended, was terminated in June 2021 with an effective termination date of September 30, 2021. Under the terms of the Alnylam Agreement, the Company’s sales force performed disease awareness activities and sales detailing activities for GIVLAARI. The Company remained eligible to receive royalties based on a percentage of net sales of GIVLAARI that are directly attributable to the Company’s promotional efforts through September 30, 2022, which was one year following the termination of the agreement. During the three and nine months ended September 30, 2022, the Company recognized $0.8 million and $2.2 million, respectively, in royalty revenue.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Fair Value of Financial Instruments	6. Fair Value of Financial Instruments ​ The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. The Company’s investment portfolio may include fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. In addition, model processes are used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. The Company validates the prices provided by its third-party pricing services by obtaining market values from other pricing sources and analyzing pricing data in certain instances. The Company periodically invests in certain reverse repurchase agreements, which are collateralized by Government Securities and Obligations for an amount not less than 102% of their principal amount. The Company does not record an asset or liability for the collateral as the Company is not permitted to sell or re-pledge the collateral. The collateral has at least the prevailing credit rating of U.S. Government Treasuries and Agencies. The Company utilizes a third-party custodian to manage the exchange of funds and ensure the collateral received is maintained at 102% of the reverse repurchase agreements principal amount on a daily basis. The following tables present the assets and liabilities the Company has measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ Quoted Prices in Significant Other Significant ​ ​ ​ ​ ​ Active Markets for ​ Observable ​ Unobservable ​ ​ September 30, ​ Identical Assets ​ Inputs ​ Inputs ​ ​ 2023 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 29,420 ​ $ 29,420 ​ $ — ​ $ — U.S. Treasury securities ​ ​ 10,372 ​ ​ — ​ ​ 10,372 ​ ​ — Commercial paper ​ ​ 32,587 ​ ​ — ​ ​ 32,587 ​ ​ — Restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ ​ 1,298 ​ ​ 1,298 ​ ​ — ​ ​ — Total assets measured at fair value ​ $ 73,677 ​ $ 30,718 ​ $ 42,959 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ Quoted Prices in Significant Other Significant ​ ​ ​ ​ ​ Active Markets for ​ Observable ​ Unobservable ​ ​ December 31, ​ Identical Assets ​ Inputs ​ Inputs ​ ​ 2022 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 250,313 ​ $ 250,313 ​ $ — ​ $ — Repurchase agreements ​ ​ 261,075 ​ ​ — ​ ​ 261,075 ​ ​ — Commercial paper ​ ​ 138,809 ​ ​ — ​ ​ 138,809 ​ ​ — Restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ 1,735 ​ 1,735 ​ — ​ — Total assets measured at fair value ​ $ 651,932 ​ $ 252,048 ​ $ 399,884 ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note hedge warrants ​ $ 19 ​ $ — ​ $ — ​ $ 19 Total liabilities measured at fair value ​ $ 19 ​ $ — ​ $ — ​ $ 19 ​ Cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued research and development costs, accrued expenses and other current liabilities and current portion of operating lease obligations at September 30, 2023 and December 31, 2022 are carried at amounts that approximate fair value due to their short-term maturities. ​ Convertible Note Hedges and Note Hedge Warrants with Respect to 2022 Convertible Notes ​ The Company’s Convertible Note Hedges, which expired unexercised in June 2022, and Note Hedge Warrants, which expired unexercised in April 2023, were recorded as derivative assets and liabilities, respectively, and were classified as Level 3 measurements under the fair value hierarchy. These derivatives were not actively traded and were valued using the Black-Scholes option The following inputs were used in the fair market valuation of the Note Hedge Warrants: ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Risk-free interest rate (1) ​ ​ 4.5 % Expected term ​ 0.3 ​ Stock price (2) ​ $ 12.39 ​ Strike price (3) ​ $ 18.82 ​ Common stock volatility (4) ​ ​ 27.1 % Dividend yield (5) ​ — % ​ (1) (2) The closing price of the Company’s Class A Common Stock on the last trading day of the quarter ended December 31, 2022. (3) (4) (5) The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero . ​ The Convertible Note Hedges and the Note Hedge Warrants were recorded at fair value at each reporting date and changes in fair value were recorded in other income (expense), net within the Company’s condensed consolidated statements of income (loss). ​ The following table reflects the change in the Company’s Level 3 Note Hedge Warrants from December 31, 2022 through September 30, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 ​ $ (19) Change in fair value, recorded as a component of gain on derivatives ​ ​ 19 Balance at September 30, 2023 ​ $ — ​ Convertible Senior Notes ​ In August 2019, the Company issued $200.0 million aggregate principal amount of its 2024 Convertible Notes and $200.0 million aggregate principal amount of its 2026 Convertible Notes (Note 9). The fair value of the respective convertible senior notes, which differs from their carrying value, is influenced by interest rates, the price of the Company’s Class A Common Stock and the volatility thereof, and the prices for the respective convertible senior notes observed in market trading, which are Level 2 inputs. ​ The estimated fair value of the 2024 Convertible Notes was $198.1 million and $215.9 million as of September 30, 2023 and December 31, 2022, respectively. The estimated fair value of the 2026 Convertible Notes was $195.0 million and $219.0 million as of September 30, 2023 and December 31, 2022, respectively. ​ Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes ​ Derivatives and Hedging ​ Revolving Credit Agreement ​ ​ Non-recurring Fair Value Measurements ​ Acquired In-Process Research & Development ​ ​ Assembled Workforce ​ ​ ​

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Accrued Expenses and Other Current Liabilities	7. Accrued Expenses and Other Current Liabilities ​ Accrued expenses and other current liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Accrued compensation and benefits ​ $ 24,971 ​ $ 12,268 Accrued interest ​ ​ 9,582 ​ ​ 188 Accrued transaction costs ​ ​ 3,977 ​ ​ — Accrued restructuring liabilities ​ 8,609 ​ — Accrued taxes ​ ​ 1,274 ​ ​ 656 Other ​ ​ 14,301 ​ ​ 3,588 Total accrued expenses and other current liabilities ​ $ 62,714 ​ $ 16,700 As of September 30, 2023, other accrued expenses of $14.3 million were comprised primarily of $11.6 million of uninvoiced vendor liabilities and $2.6 million of deferred revenue. As of December 31, 2022, other accrued expenses of $3.6 million were comprised primarily of $3.6 million of uninvoiced vendor liabilities. ​

Leases

Leases	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Leases	8. Leases ​ The Company’s lease portfolio for the three and nine months ended September 30, 2023 includes: an office lease for its current headquarters location and other locations, vehicle leases for its salesforce representatives, and leases for computer and office equipment. ​ The Company’s headquarters office lease and vehicle lease require letters of credit to secure the Company’s obligations under the lease agreements totaling $1.3 million and $1.7 million and are collateralized by money market accounts recorded as restricted cash on the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022, respectively. ​ Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Operating lease cost ​ $ 627 ​ $ 627 ​ $ 1,880 ​ $ 1,883 Short-term lease cost ​ ​ 314 ​ ​ 274 ​ ​ 854 ​ ​ 798 Total lease cost ​ $ 941 ​ $ 901 ​ $ 2,734 ​ $ 2,681 ​ Supplemental information related to leases for the periods reported is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ 2023 ​ ​ 2022 ​ Cash paid for amounts included in the measurement of lease liabilities (in thousands) ​ $ 2,292 ​ ​ $ 2,356 ​ Weighted-average remaining lease term of operating leases (in years) ​ ​ 6.7 ​ ​ ​ 7.6 ​ Weighted-average discount rate of operating leases ​ ​ 5.8 % ​ ​ 5.8 % ​ Summer Street Lease In June 2019, the Company entered into a non-cancelable operating lease (the “Summer Street Lease”) for approximately 39,000 square feet of office space on the 23 rd At lease commencement, the Company recorded a right-of-use asset and a lease liability using an incremental borrowing rate of 5.8%. At September 30, 2023, the balances of the right-of-use asset and operating lease liability were $13.0 million and $18.2 million, respectively. At December 31, 2022, the balances of the right-of-use asset and operating lease liability were $14.0 million and $19.7 million, respectively. ​ Lease costs recorded during the three and nine months ended September 30, 2023 were Future minimum lease payments as of September 30, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ 2023 (1) ​ $ 774 2024 ​ ​ 3,126 2025 ​ ​ 3,189 2026 ​ 3,252 2027 ​ ​ 3,317 2028 and thereafter ​ 8,285 Total future minimum lease payments ​ ​ 21,943 Less: present value adjustment ​ ​ (3,758) Operating lease liabilities ​ ​ 18,185 Less: current portion of operating lease liabilities ​ ​ (3,111) Operating lease liabilities, net of current portion ​ $ 15,074 (1) For the three months ending December 31, 2023.

Debt

Debt	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Debt	9. Debt 2.25% Convertible Senior Notes due 2022 In June 2015, the Company issued $335.7 million aggregate principal amount of the 2022 Convertible Notes. The Company received net proceeds of $324.0 million from the sale of the 2022 Convertible Notes, after deducting fees and expenses of $11.7 million. The Company used $21.1 million of the net proceeds from the sale of the 2022 Convertible Notes to pay the net cost of the Convertible Note Hedges (after such cost was partially offset by the proceeds to the Company from the sale of the Note Hedge Warrants), as described below. In connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes in August 2019, the Company repurchased $215.0 million aggregate principal amount of the 2022 Convertible Notes. Such portion of the 2022 Convertible Notes were repurchased at a premium totaling $227.3 million. ​ In June 2022, the Company repaid the remaining $120.7 million aggregate principal amount of the 2022 Convertible Notes upon maturity. The 2022 Convertible Notes were governed by an indenture (the “2022 Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The 2022 Convertible Notes were senior unsecured obligations and bore cash interest at the annual rate of 2.25%, payable on June 15 and December 15 of each year. The 2022 Convertible Notes matured on June 15, 2022. No conversions were exercised by holders of the 2022 Convertible Notes. 0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 ​ In August 2019, the Company issued $200.0 million aggregate principal amount of the 2024 Convertible Notes and $200.0 million aggregate principal amount of the 2026 Convertible Notes. The Company received net proceeds of $391.0 million from the sale of the 2024 Convertible Notes and 2026 Convertible Notes, after deducting fees and expenses of $9.0 million. The Company used $25.2 million of the net proceeds from the sale of the 2024 Convertible Notes and 2026 Convertible Notes to pay the cost of the Capped Calls, as described below. For purposes of this section, “Notes” refer to the 2024 Convertible Notes and the 2026 Convertible Notes, collectively. ​ The 2024 Convertible Notes and 2026 Convertible Notes were issued by the Company on August 12, 2019, pursuant to separate Indentures, each dated as of such date (each an “Indenture” and together the “Indentures”), between the Company and the Trustee. The 2024 Convertible Notes bear cash interest at the annual rate of 0.75% and the 2026 Convertible Notes bear cash interest at the annual rate of 1.50%, each payable on June 15 and December 15 of each year. The 2024 Convertible Notes will mature on June 15, 2024 and the 2026 Convertible Notes will mature on June 15, 2026, unless earlier converted or repurchased. The Company will settle conversions of the 2024 Convertible Notes and 2026 Convertible Notes through payment or delivery, as the case may be, of cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s option (subject to, and in accordance with, the settlement provisions of the applicable Indenture). The initial conversion rate for each of the 2024 Convertible Notes and the 2026 Convertible Notes is 74.6687 shares of Class A Common Stock (subject to adjustment as provided for in the applicable Indenture) per $1,000 principal amount of the 2024 Convertible Notes and 2026 Convertible Notes, which is equal to an initial conversion price of approximately $13.39 per share. ​ Holders of the 2024 Convertible Notes and 2026 Convertible Notes may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2023, with respect to the 2024 Convertible Notes, and December 15, 2025, with respect to the 2026 Convertible Notes, in multiples of $1,000 principal amount, only under the following circumstances: ​ ● during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; ​ ● during the five -business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in each Indenture) 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 of Class A Common Stock and the conversion rate for the Notes on each such trading day; or ​ ● upon the occurrence of specified corporate events described in each Indenture. ​ On or after December 15, 2023, with respect to the 2024 Convertible Notes, and December 15, 2025, with respect to the 2026 Convertible Notes, until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, the holders of the Notes may convert their Notes, in multiples of $1,000 principal amount, regardless of the foregoing conditions. ​ Upon the occurrence of fundamental changes, as described in the Indentures, prior to the maturity date of the respective Notes, holders of such Notes may require the Company to repurchase for cash all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. If a make-whole fundamental change, as described in the Indentures, occurs and a holder elects to convert its Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indentures. ​ The Indentures do not contain any financial covenants or restrict the Company’s ability to repurchase the Company’s securities, pay dividends or make restricted payments in the event of a transaction that substantially increases the Company’s level of indebtedness. The Indentures provide for customary events of default. In the case of an event of default with respect to a series of Notes arising from specified events of bankruptcy or insolvency, all outstanding Notes of such series will become due and payable immediately without further action or notice. If any other event of default with respect to a series of Notes under the relevant Indenture occurs or is continuing, the Trustee or holders of at least ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ December 31, 2022 Principal: ​ ​ ​ ​ ​ ​ 2024 Convertible Notes ​ $ 200,000 ​ ​ $ 200,000 2026 Convertible Notes ​ ​ 200,000 ​ ​ ​ 200,000 Less: unamortized debt issuance costs ​ ​ (2,538) ​ ​ ​ (3,749) Net carrying amount ​ $ 397,462 ​ ​ $ 396,251 ​ In connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company incurred $9.0 million of debt issuance costs, which primarily consisted of initial purchaser’s discounts and legal and other professional fees. The debt issuance costs are reflected as a reduction in the carrying value of the convertible senior notes and recorded as interest expense over the life of the 2024 Convertible Notes and the 2026 Convertible Notes. ​ The Company determined the expected life of the 2024 Convertible Notes and the 2026 Convertible Notes was equal to their approximately five ​ The following table sets forth total interest expense recognized related to convertible senior notes (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 Contractual interest expense ​ $ 1,125 ​ $ 1,125 ​ $ 3,375 ​ $ 4,619 Amortization of debt issuance costs ​ ​ 405 ​ ​ 399 ​ ​ 1,212 ​ ​ 1,453 Total interest expense ​ $ 1,530 ​ $ 1,524 ​ $ 4,587 ​ $ 6,072 ​ Future minimum payments under the convertible senior notes as of September 30, 2023, are as follows (in thousands): ​ ​ ​ ​ ​ 2023 (1) ​ $ 2,250 2024 ​ ​ 203,750 2025 ​ ​ 3,000 2026 ​ ​ 201,500 Total future minimum payments under the convertible senior notes ​ 410,500 Less: amounts representing interest ​ ​ (10,500) Less: unamortized debt issuance costs ​ ​ (2,538) Convertible senior notes balance ​ $ 397,462 (1) For the three months ending December 31, 2023. ​ Convertible Note Hedge and Note Hedge Warrant Transactions with Respect to 2022 Convertible Notes To minimize the impact of potential dilution to the Company’s Class A common stockholders upon conversion of the 2022 Convertible Notes, the Company entered into the Convertible Note Hedges. The Convertible Note Hedges had an exercise price of $14.51 per share and covered 23,135,435 shares. If the 2022 Convertible Notes had been converted and the price of the Company’s Class A Common Stock was above the exercise price of the Convertible Note Hedges, the counterparties were obligated to deliver shares of the Company’s Class A Common Stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s Class A Common Stock at the conversion date and the exercise price, multiplied by the number of shares of the Company’s Class A Common Stock related to the Convertible Note Hedge being exercised. In June 2022, the Convertible Note Hedges terminated unexercised upon expiry. Concurrently with entering into the Convertible Note Hedges, the Company sold Note Hedge Warrants to the Convertible Note Hedge counterparties to acquire shares of the Company’s Class A Common Stock. An aggregate of 23,135,435 shares underlay the Note Hedge Warrants and each warrant had a strike price of $18.82 per share, subject to customary anti-dilution adjustments. The Note Hedge Warrants were exercisable over the 150-trading day period beginning on September 15, 2022. In April 2023, the Note Hedge Warrants terminated unexercised upon expiry. The Convertible Note Hedges and the Note Hedge Warrants were separate transactions entered into by the Company and were not part of the terms of the 2022 Convertible Notes. The Company paid $91.9 million for the Convertible Note Hedges and received $70.8 million for the Note Hedge Warrants, resulting in a net cost to the Company of $21.1 million. The Convertible Note Hedges and Note Hedge Warrants were accounted for as derivative assets and liabilities, respectively, in accordance with ASC 815, and remeasured to fair value at each reporting date (Note 6). As of December 31, 2022, the Note Hedge Warrants were classified as current liabilities on the Company’s condensed consolidated balance sheet. Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes ​ To minimize the impact of potential dilution to the Company’s Class A common stockholders upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company entered into separate Capped Calls in connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes. The Company paid the counterparties $25.2 million to enter into the Capped Calls. ​ The Capped Calls have an initial strike price of approximately $13.39 per share, which corresponds to the initial conversion price of the 2024 Convertible Notes and the 2026 Convertible Notes and is subject to anti-dilution adjustments generally similar to those applicable to the 2024 Convertible Notes and the 2026 Convertible Notes. The Capped Calls have a cap price of approximately $17.05 per share, subject to certain adjustments. The Capped Calls cover 29,867,480 shares of Class A Common Stock (subject to anti-dilution and certain other adjustments), which is the same number of shares of Class A Common Stock that initially underlie the 2024 Convertible Notes and the 2026 Convertible Notes. ​ The Capped Calls are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes in the event that the market price per share of Class A Common Stock is greater than the strike price of the Capped Calls as adjusted pursuant to the anti-dilution adjustments. If, however, the market price per share of Class A Common Stock exceeds the cap price of the Capped Calls, there would nevertheless be dilution upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes to the extent that such market price exceeds the cap price of the Capped Calls. ​ The Capped Calls are separate transactions entered into by and between the Company and the Capped Calls counterparties and are not part of the terms of the 2024 Convertible Notes or the 2026 Convertible Notes. Holders of the 2024 Convertible Notes and the 2026 Convertible Notes do not have any rights with respect to the Capped Calls. The Company recorded a reduction to additional paid-in capital of $25.0 million during the year ended December 31, 2019 related to the premium payments for the Capped Calls. Additionally, the Company recorded a $0.2 million reduction to equity related to transaction costs incurred in connection with the Capped Calls during the year ended December 31, 2019. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met. ​ Revolving Credit Facility ​ At the Company’s election, borrowings under the Revolving Credit Agreement will bear interest at a rate equal to (a) Adjusted Term Secured Overnight Financing Rate (“SOFR”) (as defined in Revolving Credit Agreement) plus the applicable rate (ranging from 1.75% to 3.00%) or (b) the highest of (1) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one half of 1.0% The Company pays a quarterly commitment fee of 0.30% to 0.425% on the daily amount by which the commitments under the Revolving Credit Agreement exceed the outstanding loans and letters of credit. The loans and other obligations under the Revolving Credit Agreement are secured by substantially all of the Company’s personal property, including a pledge of all the capital stock of subsidiaries held directly by the Company or any subsidiary that guarantees the Revolving Credit Agreement following the closing date (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations. The Revolving Credit Agreement generally prohibits any other liens on the assets of the Company and its restricted subsidiaries, subject to certain exceptions as described in the Revolving Credit Agreement. Under the terms of the Revolving Credit Agreement, the Company will be able to request an increase in the commitments or the addition of a term loan secured by a pari passu lien on the collateral of up to an additional amount equal to the greater of $200.0 million and 100% of the trailing twelve-month Consolidated Adjusted EBITDA (as defined in the Revolving Credit Agreement) upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders. The Revolving Credit Agreement contains certain customary covenants applicable to the Company and its Restricted Subsidiaries (as defined in the Revolving Credit Agreement), and commencing in the third quarter of 2023, the Company is required to maintain a maximum consolidated secured net leverage ratio of 3.00 to 1.00 and a minimum interest coverage ratio of 3.00 to 1.00, in each case at the end of each fiscal quarter. The Revolving Credit Agreement allows the Company to elect to increase the permitted maximum consolidated secured net leverage ratio to 3.50 to 1.00 for four fiscal quarters in the event it consummates an acquisition for consideration in excess of $50.0 million, subject to certain limitations on how often this election can be made. As of September 30, 2023, the Company was in compliance with all covenants. In connection with the Revolving Credit Agreement, the Company incurred $2.9 million of debt issuance costs, which primarily consisted of $2.0 million of lender fees and $0.9 million of legal and other professional fees. The debt issuance costs are classified as other assets and are amortized on a straight-line basis over the four-year term of the Revolving Credit Agreement. The Company had unamortized capitalized debt issuance costs of $2.6 million at September 30, 2023. In June 2023, the Company borrowed $400.0 million to partially finance the VectivBio Acquisition (Note 3). In September 2023, the Company repaid $75.0 million of the outstanding principal balance. The outstanding principal balance on the revolving credit facility was $325.0 million as of September 30, 2023. ​ The following table sets forth total interest expense recognized related to Revolving Credit Agreement (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, 2023 ​ September 30, 2023 Contractual interest expense ​ $ 8,054 ​ $ 8,269 Amortization of debt issuance costs ​ ​ 180 ​ ​ 262 Other financing costs ​ ​ 75 ​ ​ 88 Total interest expense ​ $ 8,309 ​ $ 8,619

Employee Stock Benefit Plans

Employee Stock Benefit Plans	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Employee Stock Benefit Plans	10. Employee Stock Benefit Plans ​ The Company has several share-based compensation plans under which stock options, restricted stock awards, restricted stock units and other share-based awards are available for grant to employees, officers, directors and consultants of the Company. ​ The following table summarizes share-based compensation expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 Share-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 1,545 ​ $ 1,316 ​ $ 15,655 ​ $ 3,607 Selling, general and administrative ​ ​ 6,361 ​ 5,751 ​ 34,283 ​ ​ 16,150 Restructuring expenses ​ ​ — ​ ​ — ​ 911 ​ — Total share-based compensation expense included in operating expenses ​ ​ 7,906 ​ ​ 7,067 ​ ​ 50,849 ​ ​ 19,757 Income tax expense (benefit) ​ ​ (850) ​ ​ 1,165 ​ ​ (2,069) ​ ​ 724 Total share-based compensation expense, net of tax ​ $ 7,056 ​ $ 8,232 ​ $ 48,780 ​ $ 20,481 ​ ​ ​ In connection with the VectivBio Acquisition, the Company incurred $27.5 million of share-based compensation expense during the second quarter of 2023 related to the vesting acceleration and settlement of outstanding VectivBio stock options and RSUs under VectivBio’s 2021 Equity Incentive Plan, of which $11.3 million was recorded within research and development expense and $16.2 million was recorded within selling, general and administrative expenses.

Share Repurchase Plan

Share Repurchase Plan	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Share Repurchase Plan	11. Share Repurchase Plan

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Income Taxes	12. Income Taxes ​ The income tax provision during interim periods is computed by applying an estimated annual effective income tax rate to year-to-date pre-tax income, plus adjustments for significant unusual or infrequently occurring items, in accordance with ASC Subtopic 740-270, Income Taxes – Interim Reporting During the three and nine months ended September 30, 2023, the Company recorded income tax expense of $18.0 million and $51.4 million, respectively. Due to the Company's ability to offset its pre-tax income against net operating losses, the majority of its tax provision is expected to represent a non-cash expense until its net operating losses have been fully utilized. In connection with the VectivBio Acquisition, the Company recorded a valuation allowance against VectivBio’s deferred tax assets, which are comprised primarily of net operating loss carryforwards in Switzerland. On a periodic basis, the Company reassesses the valuation allowance on its deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. Additionally, the Company increased its reserves for uncertain tax positions by $ million in the second quarter of 2023 in connection with a liability assumed in the VectivBio Acquisition. During the three and the nine months ended September 30, 2022, the Company recorded income tax expense of $19.6 million and $54.0 million, respectively. Due to the Company's ability to offset its pre-tax income against net operating losses, it expects the majority of its tax provision to represent a non-cash expense until its net operating losses have been fully utilized.

Workforce Reduction and Restruc

Workforce Reduction and Restructuring	9 Months Ended
	Sep. 30, 2023
Disclosure Text Block
Workforce Reduction and Restructuring	13. Workforce Reductions and Restructuring In April 2023, the Company reduced its workforce by approximately ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ Accrued at ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued at ​ December 31, 2022 Charges ​ Amount Paid ​ Adjustments ​ September 30, 2023 Headquarters-based workforce reduction $ — ​ $ 2,540 ​ $ (2,069) ​ $ — ​ $ 471 VectivBio Acquisition-related workforce reduction ​ — ​ ​ 14,264 ​ ​ (3,822) ​ ​ (200) ​ ​ 10,242 Total $ — ​ $ 16,804 ​ $ (5,891) ​ $ (200) ​ $ 10,713

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2023
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Basis of Presentation	Basis of Presentation ​ The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on February 16, 2023 (the “2022 Annual Report on Form 10-K”). ​ The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of September 30, 2023, and the results of its operations for the three and nine months ended September 30, 2023 and 2022, its statements of stockholders’ equity (deficit) for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The results of operations for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period.
Principles of Consolidation	Principles of Consolidation ​ The accompanying condensed consolidated financial statements as of September 30, 2023 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH, as well as Ironwood’s majority-owned subsidiary, VectivBio, and VectivBio’s wholly-owned subsidiaries, VectivBio AG, VectivBio Comet AG, GlyPharma Therapeutic Inc. and VectivBio US, Inc. All intercompany transactions and balances are eliminated in consolidation. ​ For consolidated entities in which the Company owns less than 100% of the outstanding shares, the Company records net income (loss) and comprehensive income (loss) attributable to noncontrolling interests in its consolidated statements of income (loss) and comprehensive income (loss), respectively, equal to the percentage of the common stock ownership interest retained in such entities by the noncontrolling parties. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company’s equity. ​ The Company acquired control of VectivBio and its subsidiaries on June 29, 2023 (Note 3). Accordingly, the accompanying condensed consolidated financial statements reflect the results of operations and cash flows of VectivBio and its subsidiaries from the acquisition date through September 30, 2023.
Reclassifications	Reclassifications ​
Foreign Currency Translation	Foreign Currency Translation ​ For subsidiaries with a different functional currency than the U.S. dollar, assets and liabilities are translated at the exchange rate as of the balance sheet date and income and expense items are translated at the average exchange rate for the reporting period. Adjustments resulting from the translation of the financial statements of foreign subsidiaries are recorded in accumulated comprehensive income (loss), a separate component of stockholders’ equity.
Acquisitions	Acquisitions ​ The Company evaluates acquisitions of assets and other similar transactions to assess whether the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine whether substantially all of the fair value of the gross assets acquired is concentrated into a single identifiable asset or group of similar identifiable assets. ​ The Company accounts for business combinations using the acquisition method of accounting, which requires the acquiring entity to recognize the fair value of assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. The Company determines the fair value of assets acquired and liabilities assumed based on management’s estimate of the fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. Transaction costs are expensed as incurred. ​ The Company accounts for asset acquisitions that are not determined to be a business combination by recognizing net assets based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. In an asset acquisition, the cost allocated to acquired in-process research and development (“IPR&D”) with no alternative future use is charged to research and development expense at the acquisition date. The Company classifies asset acquisitions of acquired IPR&D as investing activities on its condensed consolidated statements of cash flows.
Use of Estimates	Use of Estimates ​ The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Significant estimates and assumptions in the condensed consolidated financial statements include those related to fair value of assets acquired and liabilities assumed in acquisitions; revenue recognition; accounts receivable; useful lives of long-lived assets, impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; fair value of derivatives; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.
New Accounting Pronouncements	New Accounting Pronouncements ​ From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2023 that had a material effect on its condensed consolidated financial statements. ​ Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of asset acquisition	​ ​ ​ ​ Cash consideration paid to selling shareholders (1) $ 1,041,391 Cash consideration paid to settle VectivBio restricted stock units (“RSUs”) and stock options (2) 78,003 Cash consideration paid to settle VectivBio warrants (3) ​ 3,720 Transaction costs ​ 26,270 Fair value of noncontrolling interest (4) ​ 26,218 Total purchase consideration $ 1,175,602 (1) The cash consideration paid to selling shareholders was determined based on the total number of VectivBio Shares tendered at closing of 61,258,315 at a per share price of $17.00 . (2) The cash consideration paid to settle VectivBio RSUs and stock options issued under VectivBio’s equity incentive plans was determined based on the total number of underlying VectivBio Shares of 8,904,171 at a per share price of $17.00 , less the exercise price for stock options. (3) The cash consideration paid to settle VectivBio warrants was determined based on the total number of VectivBio warrant shares outstanding at close of 324,190 at a per share price of $11.4757 calculated as the per share price of $17.00 , less the exercise price of $5.5243 per share. (4) T he fair value of the non-controlling interest was determined based on the total number of VectivBio Shares outstanding at closing of 1,547,723 at the closing date of the tender offer, using the VectivBio closing share price on June 28, 2023 of $16.94 . ​ ​ ​ ​ Assets acquired ​ ​ Cash and cash equivalents $ 123,340 Prepaid expenses and other current assets ​ 10,867 Property and equipment ​ 126 Intangible assets ​ 4,100 Acquired in-process research and development ​ 1,090,449 Total assets acquired $ 1,228,882 Liabilities assumed ​ ​ Current liabilities ​ 37,377 Other liabilities ​ 15,903 Total liabilities assumed $ 53,280 ​ ​ ​ Net assets acquired $ 1,175,602

Net Income (Loss) Per Share (Ta

Net Income (Loss) Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of computation of basic and diluted net loss per common share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2023 2022 ​ 2023 (1) ​ 2022 Numerator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 13,950 ​ $ 50,317 ​ $ (1,029,814) ​ $ 126,198 Less: Net income (loss) attributable to noncontrolling interests ​ ​ (1,371) ​ ​ — ​ ​ (28,662) ​ ​ — Net income (loss) attributable to Ironwood Pharmaceuticals, Inc. ​ ​ 15,321 ​ ​ 50,317 ​ ​ (1,001,152) ​ ​ 126,198 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Add back interest expense, net of tax benefit, on assumed conversion of 2024 Convertible Notes ​ ​ 448 ​ ​ 445 ​ ​ — ​ ​ 1,335 Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes ​ ​ 669 ​ ​ 667 ​ ​ — ​ ​ 2,000 Numerator used in computing net income (loss) per share — diluted ​ $ 16,438 ​ $ 51,429 ​ $ (1,001,152) ​ $ 129,533 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding used in computing net income (loss) per share — basic ​ ​ 155,886 ​ ​ 153,066 ​ ​ 155,240 ​ ​ 154,713 Effect of dilutive securities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock options ​ ​ 88 ​ ​ 283 ​ ​ — ​ ​ 318 Time-based restricted stock units ​ ​ 445 ​ ​ 966 ​ ​ — ​ ​ 1,278 Performance-based restricted stock units ​ ​ 573 ​ ​ 225 ​ ​ — ​ ​ 196 Restricted stock ​ ​ 24 ​ ​ 49 ​ ​ — ​ ​ 122 Shares subject to issuance under Employee Stock Purchase Plan ​ ​ 7 ​ ​ 8 ​ ​ — ​ ​ 9 2024 Convertible Notes assumed conversion ​ ​ 14,934 ​ ​ 14,934 ​ ​ — ​ ​ 14,934 2026 Convertible Notes assumed conversion ​ ​ 14,934 ​ ​ 14,934 ​ ​ — ​ ​ 14,934 Dilutive potential common shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted ​ ​ 186,891 ​ ​ 184,465 ​ ​ 155,240 ​ ​ 186,504 Net income (loss) per share — basic ​ $ 0.10 ​ $ 0.33 ​ $ (6.45) ​ $ 0.82 Net income (loss) per share — diluted ​ $ 0.09 ​ $ 0.28 ​ $ (6.45) ​ $ 0.69 (1) During the nine months ended September 30, 2023, the Company was in a net loss position, and therefore, did not differentiate basic and diluted earnings per share.
Schedule of potentially dilutive securities that have been excluded from computation of diluted weighted average shares outstanding	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 ​ 2023 2022 Stock options ​ 4,744 ​ 5,847 ​ 4,896 6,021 Time-based restricted stock units ​ 1,626 ​ 139 ​ 1,042 ​ 64 Performance-based restricted stock units ​ 216 ​ 528 ​ 164 ​ 572 Note Hedge Warrants ​ — ​ 8,318 ​ 3,364 ​ 8,318 Total 6,586 14,832 ​ 9,466 14,975

Collaboration, License, and O_2

Collaboration, License, and Other Agreements (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of revenue attributable to transactions from collaboration and license arrangements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, Collaborative Arrangements Revenue ​ 2023 2022 ​ 2023 2022 Linaclotide Collaboration and License Agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AbbVie (North America) ​ $ 110,730 ​ $ 106,085 ​ $ 318,548 ​ $ 296,047 AbbVie (Europe and other) ​ ​ 714 ​ ​ 709 ​ ​ 2,071 ​ ​ 1,847 AstraZeneca (China, including Hong Kong and Macau) ​ ​ 174 ​ 144 ​ ​ 386 ​ 484 Astellas (Japan) ​ ​ 432 ​ 520 ​ ​ 1,305 ​ 1,543 Other Agreements: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Alnylam (GIVLAARI) ​ ​ — ​ ​ 814 ​ ​ — ​ ​ 2,222 AKP (apraglutide) ​ ​ 934 ​ ​ — ​ ​ 997 ​ ​ — Other ​ ​ 755 ​ ​ 365 ​ ​ 1,875 ​ ​ 1,254 Total collaborative arrangements revenue ​ $ 113,739 ​ $ 108,637 ​ $ 325,182 ​ $ 303,397
AbbVie Plc
Table Text Blocks
Schedule of revenue attributable to transactions from collaboration and license arrangements	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 Collaborative arrangements revenue related to sales of LINZESS in the U.S. ​ $ 110,089 ​ $ 105,224 ​ $ 316,476 ​ $ 293,995 Royalty revenue ​ 641 ​ 861 ​ 2,072 ​ ​ 2,052 Total collaborative arrangements revenue ​ $ 110,730 ​ $ 106,085 ​ $ 318,548 ​ $ 296,047

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of assets and liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ Quoted Prices in Significant Other Significant ​ ​ ​ ​ ​ Active Markets for ​ Observable ​ Unobservable ​ ​ September 30, ​ Identical Assets ​ Inputs ​ Inputs ​ ​ 2023 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 29,420 ​ $ 29,420 ​ $ — ​ $ — U.S. Treasury securities ​ ​ 10,372 ​ ​ — ​ ​ 10,372 ​ ​ — Commercial paper ​ ​ 32,587 ​ ​ — ​ ​ 32,587 ​ ​ — Restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ ​ 1,298 ​ ​ 1,298 ​ ​ — ​ ​ — Total assets measured at fair value ​ $ 73,677 ​ $ 30,718 ​ $ 42,959 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at Reporting Date Using ​ ​ ​ Quoted Prices in Significant Other Significant ​ ​ ​ ​ ​ Active Markets for ​ Observable ​ Unobservable ​ ​ December 31, ​ Identical Assets ​ Inputs ​ Inputs ​ ​ 2022 ​ (Level 1) ​ (Level 2) ​ (Level 3) Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ $ 250,313 ​ $ 250,313 ​ $ — ​ $ — Repurchase agreements ​ ​ 261,075 ​ ​ — ​ ​ 261,075 ​ ​ — Commercial paper ​ ​ 138,809 ​ ​ — ​ ​ 138,809 ​ ​ — Restricted cash: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market funds ​ 1,735 ​ 1,735 ​ — ​ — Total assets measured at fair value ​ $ 651,932 ​ $ 252,048 ​ $ 399,884 ​ $ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Note hedge warrants ​ $ 19 ​ $ — ​ $ — ​ $ 19 Total liabilities measured at fair value ​ $ 19 ​ $ — ​ $ — ​ $ 19
Schedule of assumptions used in fair market valuations	​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Risk-free interest rate (1) ​ ​ 4.5 % Expected term ​ 0.3 ​ Stock price (2) ​ $ 12.39 ​ Strike price (3) ​ $ 18.82 ​ Common stock volatility (4) ​ ​ 27.1 % Dividend yield (5) ​ — % ​ (1) (2) The closing price of the Company’s Class A Common Stock on the last trading day of the quarter ended December 31, 2022. (3) (4) (5) The Company has not paid and does not anticipate paying cash dividends on its shares of common stock in the foreseeable future; therefore, the expected dividend yield is assumed to be zero .
Schedule of the change in Level 3 liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 ​ $ (19) Change in fair value, recorded as a component of gain on derivatives ​ ​ 19 Balance at September 30, 2023 ​ $ —

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of accrued expenses and other current liabilities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 December 31, 2022 Accrued compensation and benefits ​ $ 24,971 ​ $ 12,268 Accrued interest ​ ​ 9,582 ​ ​ 188 Accrued transaction costs ​ ​ 3,977 ​ ​ — Accrued restructuring liabilities ​ 8,609 ​ — Accrued taxes ​ ​ 1,274 ​ ​ 656 Other ​ ​ 14,301 ​ ​ 3,588 Total accrued expenses and other current liabilities ​ $ 62,714 ​ $ 16,700

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of components of lease cost and supplemental cash flow information	Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ ​ 2023 ​ 2022 ​ 2023 ​ 2022 Operating lease cost ​ $ 627 ​ $ 627 ​ $ 1,880 ​ $ 1,883 Short-term lease cost ​ ​ 314 ​ ​ 274 ​ ​ 854 ​ ​ 798 Total lease cost ​ $ 941 ​ $ 901 ​ $ 2,734 ​ $ 2,681 ​ Supplemental information related to leases for the periods reported is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ ​ 2023 ​ ​ 2022 ​ Cash paid for amounts included in the measurement of lease liabilities (in thousands) ​ $ 2,292 ​ ​ $ 2,356 ​ Weighted-average remaining lease term of operating leases (in years) ​ ​ 6.7 ​ ​ ​ 7.6 ​ Weighted-average discount rate of operating leases ​ ​ 5.8 % ​ ​ 5.8 %
Schedule of future minimum lease payments under non-cancelable operating leases	​ ​ ​ ​ ​ 2023 (1) ​ $ 774 2024 ​ ​ 3,126 2025 ​ ​ 3,189 2026 ​ 3,252 2027 ​ ​ 3,317 2028 and thereafter ​ 8,285 Total future minimum lease payments ​ ​ 21,943 Less: present value adjustment ​ ​ (3,758) Operating lease liabilities ​ ​ 18,185 Less: current portion of operating lease liabilities ​ ​ (3,111) Operating lease liabilities, net of current portion ​ $ 15,074 (1) For the three months ending December 31, 2023.

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of outstanding Convertible Note	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2023 ​ ​ December 31, 2022 Principal: ​ ​ ​ ​ ​ ​ 2024 Convertible Notes ​ $ 200,000 ​ ​ $ 200,000 2026 Convertible Notes ​ ​ 200,000 ​ ​ ​ 200,000 Less: unamortized debt issuance costs ​ ​ (2,538) ​ ​ ​ (3,749) Net carrying amount ​ $ 397,462 ​ ​ $ 396,251
Schedule of future minimum payments details of debt	​ ​ ​ ​ ​ 2023 (1) ​ $ 2,250 2024 ​ ​ 203,750 2025 ​ ​ 3,000 2026 ​ ​ 201,500 Total future minimum payments under the convertible senior notes ​ 410,500 Less: amounts representing interest ​ ​ (10,500) Less: unamortized debt issuance costs ​ ​ (2,538) Convertible senior notes balance ​ $ 397,462 (1) For the three months ending December 31, 2023.
Secured Debt
Table Text Blocks
Schedule of interest expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ September 30, 2023 ​ September 30, 2023 Contractual interest expense ​ $ 8,054 ​ $ 8,269 Amortization of debt issuance costs ​ ​ 180 ​ ​ 262 Other financing costs ​ ​ 75 ​ ​ 88 Total interest expense ​ $ 8,309 ​ $ 8,619
Convertible Senior Notes
Table Text Blocks
Schedule of interest expense	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 Contractual interest expense ​ $ 1,125 ​ $ 1,125 ​ $ 3,375 ​ $ 4,619 Amortization of debt issuance costs ​ ​ 405 ​ ​ 399 ​ ​ 1,212 ​ ​ 1,453 Total interest expense ​ $ 1,530 ​ $ 1,524 ​ $ 4,587 ​ $ 6,072

Employee Stock Benefit Plans (T

Employee Stock Benefit Plans (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Share-based compensation expense reflected in the condensed consolidated statements of operations	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2023 2022 2023 2022 Share-based compensation expense: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 1,545 ​ $ 1,316 ​ $ 15,655 ​ $ 3,607 Selling, general and administrative ​ ​ 6,361 ​ 5,751 ​ 34,283 ​ ​ 16,150 Restructuring expenses ​ ​ — ​ ​ — ​ 911 ​ — Total share-based compensation expense included in operating expenses ​ ​ 7,906 ​ ​ 7,067 ​ ​ 50,849 ​ ​ 19,757 Income tax expense (benefit) ​ ​ (850) ​ ​ 1,165 ​ ​ (2,069) ​ ​ 724 Total share-based compensation expense, net of tax ​ $ 7,056 ​ $ 8,232 ​ $ 48,780 ​ $ 20,481

Workforce Reduction and Restr_2

Workforce Reduction and Restructuring (Tables)	9 Months Ended
	Sep. 30, 2023
Table Text Blocks
Schedule of accrued liabilities activity recorded in connection with the reductions in workforce and related restructuring activities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts ​ Accrued at ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued at ​ December 31, 2022 Charges ​ Amount Paid ​ Adjustments ​ September 30, 2023 Headquarters-based workforce reduction $ — ​ $ 2,540 ​ $ (2,069) ​ $ — ​ $ 471 VectivBio Acquisition-related workforce reduction ​ — ​ ​ 14,264 ​ ​ (3,822) ​ ​ (200) ​ ​ 10,242 Total $ — ​ $ 16,804 ​ $ (5,891) ​ $ (200) ​ $ 10,713

Nature of Business (Details)

Nature of Business (Details)	Sep. 30, 2023
VectivBio Holding AG and its subsidiaries
Acquisitions
Asset acquisition, ownership interest, percentage (as a percent)	98%

Acquisitions - General Informat

Acquisitions - General Information (Details) - VectivBio Holding AG and its subsidiaries - USD ($) $ / shares in Units, $ in Millions	Jun. 29, 2023	Sep. 30, 2023
Acquisitions
Asset acquisition, effective date of acquisition	Jun. 29, 2023
Asset acquisition, share price (in dollars per share)	$ 17
Aggregate consideration paid	$ 1,200
Asset acquisition, ownership interest, percentage (as a percent)		98%
Asset acquisition, remaining shares of acquiree, expected consideration		$ 26.3

Acquisitions - Total Considerat

Acquisitions - Total Consideration Paid - Tabular Disclosure (Details) - VectivBio Holding AG and its subsidiaries $ in Thousands	Jun. 29, 2023 USD ($)
Asset Acquisition, Consideration Transferred
Cash consideration paid to selling shareholders	$ 1,041,391
Cash consideration paid to settle VectivBio RSUs and stock options	78,003
Cash consideration paid to settle VectivBio warrant liabilities	3,720
Transaction costs	26,270
Fair value of non-controlling interest	26,218
Total purchase consideration	$ 1,175,602

Acquisitions - Total Consider_2

Acquisitions - Total Consideration Paid - Additional Information (Details) - VectivBio Holding AG and its subsidiaries	Jun. 29, 2023 $ / shares shares
Acquisitions
Asset acquisition, consideration transferred, cash consideration paid, selling shareholders, shares tendered, shares (in shares) | shares	61,258,315
Asset acquisition, consideration transferred, cash consideration paid, selling shareholders, shares tendered, share price (in dollars per share)	$ 17
Asset acquisition, consideration transferred, cash consideration paid, settle restricted stock units and stock options, shares settled, shares (in shares) | shares	8,904,171
Asset acquisition, consideration transferred, cash consideration paid, settle restricted stock units and stock options, shares settled, share price (in dollars per share)	$ 17
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, shares (in shares) | shares	324,190
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, price per warrant (in dollars per share)	$ 11.4757
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, share price (in dollars per share)	17
Asset acquisition, consideration transferred, cash consideration paid, settle warrant liabilities, warrants outstanding, strike price (in dollars per share)	$ 5.5243
Asset acquisition, consideration transferred, fair value of noncontrolling interest, shares outstanding, shares (in shares) | shares	1,547,723
Asset acquisition, consideration transferred, fair value of noncontrolling interest, shares outstanding, share price (in dollars per share)	$ 16.94

Acquisitions - Accrued Transact

Acquisitions - Accrued Transaction Costs (Details) $ in Millions	Sep. 30, 2023 USD ($)
VectivBio Holding AG and its subsidiaries
Acquisitions
Asset acquisition, accrued transaction costs	$ 4

Acquisitions - Acquired In-proc

Acquisitions - Acquired In-process Research and Development (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2023
Acquisitions
Asset acquisition, acquired in-process research and development expense		$ 1,090,449
VectivBio Holding AG and its subsidiaries
Acquisitions
Asset acquisition, acquired in-process research and development expense	$ 1,100,000	$ 1,100,000

Acquisitions - Assets Acquired

Acquisitions - Assets Acquired and Liabilities Assumed (Details) - VectivBio Holding AG and its subsidiaries $ in Thousands	Jun. 29, 2023 USD ($)
Acquisitions
Cash and cash equivalents	$ 123,340
Prepaid expenses and other current assets	10,867
Property and equipment	126
Intangible assets	4,100
Acquired in-process research and development	1,090,449
Total assets acquired	1,228,882
Current liabilities	37,377
Other liabilities	15,903
Total liabilities assumed	53,280
Net assets acquired	$ 1,175,602

Acquisitions - Finite-lived Int

Acquisitions - Finite-lived Intangible Assets (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)
Finite-Lived Intangible Assets, Net
Intangible assets, net	$ 3,889	$ 3,889
Assembled Workforce
Finite-Lived Intangible Assets, Net
Useful life	5 years	5 years
Amortization expense	$ 200	$ 200
Intangible assets, net	$ 3,900	$ 3,900

Acquisitions - Expenses (Detail

Acquisitions - Expenses (Details) - VectivBio Holding AG and its subsidiaries - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2023
Acquisitions
Asset acquisition, acquisition related costs	$ 8.5	$ 53.8
Selling, General and Administrative Expenses
Acquisitions
Asset acquisition, acquisition related costs	3.7	24.5
Research and Development Expense
Acquisitions
Asset acquisition, acquisition related costs	0.2	15
Restructuring Charges
Acquisitions
Asset acquisition, acquisition related costs	$ 4.7	$ 14.2

Net Income (Loss) Per Share - C

Net Income (Loss) Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss)	$ 13,950	$ (1,089,478)	$ 45,714	$ 50,317	$ 37,080	$ 38,801	$ (1,029,814)	$ 126,198
Less: Net income (loss) attributable to noncontrolling interests	(1,371)						(28,662)
Net income (loss) attributable to Ironwood Pharmaceuticals, Inc.	15,321			50,317			(1,001,152)	126,198
Numerator used in computing net income (loss) per share - basic	15,321			50,317			(1,001,152)	126,198
Numerator used in computing net income (loss) per share - diluted	$ 16,438			$ 51,429			$ (1,001,152)	$ 129,533
Denominator:
Weighted average number of common shares outstanding used in computing net income (loss) per share - basic (in shares)	155,886			153,066			155,240	154,713
Effect of dilutive securities:
Weighted average number of common shares outstanding used in computing net income (loss) per share - diluted (in shares)	186,891			184,465			155,240	186,504
Net income (loss) per share - basic (in dollars per share)	$ 0.10			$ 0.33			$ (6.45)	$ 0.82
Net income (loss) per share - diluted (in dollars per share)	$ 0.09			$ 0.28			$ (6.45)	$ 0.69
0.75% Convertible Senior Notes due 2024
Numerator:
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes	$ 448			$ 445				$ 1,335
Effect of dilutive securities:
Effect of dilutive securities, convertible notes	14,934			14,934				14,934
1.50% Convertible Senior Notes due 2026
Numerator:
Add back interest expense, net of tax benefit, on assumed conversion of convertible notes	$ 669			$ 667				$ 2,000
Effect of dilutive securities:
Effect of dilutive securities, convertible notes	14,934			14,934				14,934
Employee Stock Option
Effect of dilutive securities:
Effect of dilutive securities, share-based compensation	88			283				318
Time-based Restricted Stock Units
Effect of dilutive securities:
Effect of dilutive securities, share-based compensation	445			966				1,278
Performance-based Restricted Stock Units
Effect of dilutive securities:
Effect of dilutive securities, share-based compensation	573			225				196
Restricted Stock
Effect of dilutive securities:
Effect of dilutive securities, share-based compensation	24			49				122
Employee Stock
Effect of dilutive securities:
Effect of dilutive securities, share-based compensation	7			8				9

Net Income (Loss) Per Share - P

Net Income (Loss) Per Share - Potentially Dilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	6,586	14,832	9,466	14,975
Employee Stock Option
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	4,744	5,847	4,896	6,021
Time-based Restricted Stock Units
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	1,626	139	1,042	64
Performance-based Restricted Stock Units
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	216	528	164	572
Note Hedge Warrants
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)		8,318	3,364	8,318

Collaboration, License, and O_3

Collaboration, License, and Other Agreements - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
Collaborative arrangement, other agreements
Revenues:
Revenue	755	365	1,875	1,254
AbbVie Plc | Royalty
Revenues:
Revenue	700	700	2,100	1,800
AbbVie Plc | North America | Collaborative arrangements revenue
Revenues:
Revenue	110,730	106,085	318,548	296,047
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements
Revenues:
Revenue	110,730	106,085	318,548	296,047
AbbVie Plc | North America | Royalty
Revenues:
Revenue	641	861	2,072	2,052
AbbVie Plc | Europe and Other | Collaborative arrangement, collaboration and license agreements
Revenues:
Revenue	714	709	2,071	1,847
AstraZeneca | Collaborative arrangement, collaboration and license agreements
Revenues:
Revenue	174	144	386	484
AstraZeneca | Royalty
Revenues:
Revenue	200		400	500
Astellas Pharma Inc. | Collaborative arrangement, collaboration and license agreements
Revenues:
Revenue	432	520	1,305	1,543
Alnylam | Royalty
Revenues:
Revenue		$ 814		$ 2,222
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements
Revenues:
Revenue	$ 934		$ 997

Collaboration, License, and O_4

Collaboration, License, and Other Agreements - Accounts Receivable (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Accounts receivable, net
Accounts receivable, net	$ 124.5	$ 130
Accounts receivable, net of accounts payable	108.4	104.4
AbbVie Plc
Accounts receivable, net
Accounts payable	$ 4.6	$ 4

Collaboration, License, and O_5

Collaboration, License, and Other Agreements - North America - General Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) item	Sep. 30, 2022 USD ($)
Collaboration, License, Promotion and Other Commercial Agreements
Research and development expense	$ 32,985	$ 11,545	$ 80,409	$ 33,819
AbbVie Plc
Collaboration, License, Promotion and Other Commercial Agreements
Remaining commercial-period performance obligations | item			3
Cost sharing amount, reduction to research and development	2,900	2,200	$ 9,000	6,700
Collaborative arrangement, percentage of obligation of development costs incurred			50%
Percentage of net profit from commercialization (as a percent)			50%
Percentage of net loss from commercialization (as a percent)			50%
North America | AbbVie Plc
Collaboration, License, Promotion and Other Commercial Agreements
Research and development expense	$ 1,700	$ 1,600	$ 5,100	$ 5,300

Collaboration, License, and O_6

Collaboration, License, and Other Agreements - North America - Collaborative Arrangements Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
AbbVie Plc | Royalty
Revenues:
Revenue	700	700	2,100	1,800
AbbVie Plc | North America | Collaborative arrangements revenue
Revenues:
Revenue	110,730	106,085	318,548	296,047
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements
Revenues:
Revenue	110,730	106,085	318,548	296,047
AbbVie Plc | North America | Collaborative arrangements, LINZESS
Revenues:
Revenue	110,089	105,224	316,476	293,995
AbbVie Plc | North America | Royalty
Revenues:
Revenue	$ 641	$ 861	$ 2,072	$ 2,052

Collaboration, License, and O_7

Collaboration, License, and Other Agreements - North America - Commercial Efforts (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
Selling, general and administrative	36,046	28,619	119,647	87,604
Collaborative arrangements, LINZESS | AbbVie Plc | U.S.
Collaboration, License, Promotion and Other Commercial Agreements
Selling, general and administrative	$ 9,500	$ 8,900	$ 28,800	$ 26,200

Collaboration, License, and O_8

Collaboration, License, and Other Agreements - North America - Royalty Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues:
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
Collaborative arrangements revenue | North America | AbbVie Plc
Revenues:
Revenue	110,730	106,085	318,548	296,047
Collaborative arrangement, collaboration and license agreements | North America | AbbVie Plc
Revenues:
Revenue	110,730	106,085	318,548	296,047
Royalty | AbbVie Plc
Revenues:
Revenue	700	700	2,100	1,800
Royalty | North America | AbbVie Plc
Revenues:
Revenue	641	861	2,072	2,052
Royalty | Canada and Mexico | AbbVie Plc
Revenues:
Revenue	$ 600	$ 900	$ 2,100	$ 2,100

Collaboration, License, and O_9

Collaboration, License, and Other Agreements - European and Other Territories (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 31, 2015
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
Collaborative arrangement, collaboration and license agreements | AbbVie Plc | Europe and Other
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	714	709	$ 2,071	1,847
License | AbbVie Plc
Collaboration, License, Promotion and Other Commercial Agreements
Remaining milestone payment due upon the amendment to the license agreement					$ 42,500
Annual royalty			5 years
Royalty | AbbVie Plc
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 700	$ 700	$ 2,100	$ 1,800

Collaboration, License, and _10

Collaboration, License, and Other Agreements - Japan (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
Collaborative arrangement, collaboration and license agreements | Astellas Pharma Inc.
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	432	520	1,305	1,543
Royalty | Astellas Pharma Inc., 2009 License Agreement, Amended 2019
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 400	$ 500	$ 1,300	$ 1,500

Collaboration, License, and _11

Collaboration, License, and Other Agreements - China, Hong Kong and Macau (Details) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2019 USD ($) installment	Dec. 31, 2022 USD ($)
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 113,739	$ 108,637	$ 325,182	$ 303,397
AstraZeneca
Collaboration, License, Promotion and Other Commercial Agreements
Milestone payment to be received by company upon milestone achievement			90,000
Collaborative arrangement, significant financing component, transaction price	2,600		2,600
Amount of non-contingent arrangement consideration					$ 35,000
Non-contingent consideration installments | installment					3
Collaborative arrangement, non-contingent installment payments receivable	15,000		15,000
Collaborative arrangement, non-contingent receivable, current	14,900		14,900
Collaborative arrangement, non-contingent receivable, non-current	10,000		10,000			$ 14,600
AstraZeneca | Collaborative arrangement, collaboration and license agreements
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	174	$ 144	386	484
AstraZeneca | Royalty
Collaboration, License, Promotion and Other Commercial Agreements
Revenue	$ 200		$ 400	$ 500

Collaboration, License, and _12

Collaboration, License, and Other Agreements - Other Collaboration and License Agreements (Details) $ in Thousands, ¥ in Millions	1 Months Ended				3 Months Ended			9 Months Ended		12 Months Ended
	Apr. 30, 2023 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2022 JPY (¥)	Nov. 30, 2021 USD ($)	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 28, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2022 JPY (¥)
Collaboration, License, Promotion and Other Commercial Agreements
Revenue					$ 113,739		$ 108,637	$ 325,182	$ 303,397
Deferred revenue, current					2,600			2,600
Research and development expense					32,985		11,545	80,409	33,819
Accrued research and development costs					10,735			10,735				$ 5,258
COUR Pharmaceuticals Development Company, Inc.
Collaboration, License, Promotion and Other Commercial Agreements
Collaborative arrangement, upfront payment	$ 6,000			$ 6,000
Collaborative arrangement, non-contingent payments and milestone payments, payable				$ 13,500
Collaborative arrangement, option to acquire license, exercise price, payable					35,000			35,000
Collaborative arrangement, milestones. potential commercial milestone payments, term of agreement, payable					440,000			440,000
Research and development expense						$ 6,000				$ 19,500
Accrued research and development costs					0			0				$ 3,800
Collaborative arrangement, right to apply credit against future amounts due	$ 6,600
Asahi Kasei Pharma Corporation
Collaboration, License, Promotion and Other Commercial Agreements
Deferred revenue, current					2,600			2,600
Deferred revenue, noncurrent					600			600
Deferred revenue											$ 4,300
Collaborative arrangement, upfront payment received		$ 24,600	¥ 3,000
Collaborative arrangement, development related payment, eligible to receive		13,100											¥ 1,600
Collaborative arrangement, development milestones, eligible to receive		8,200											1,000
Collaborative arrangement, commercial and sales-based milestone payments, eligible to receive		$ 155,800											¥ 19,000
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements
Collaboration, License, Promotion and Other Commercial Agreements
Revenue					$ 934			$ 997
Alnylam | Royalty
Collaboration, License, Promotion and Other Commercial Agreements
Revenue							$ 814		$ 2,222

Fair Value of Financial Instr_3

Fair Value of Financial Instruments - General Information (Details)	Sep. 30, 2022
Fair Value of Financial Instruments
Threshold percentage of collateralized value (as a percent)	102%

Fair Value of Financial Instr_4

Fair Value of Financial Instruments - Measured on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Liabilities:
Derivative Liability, Statement of Financial Position		Note hedge warrants
Recurring basis
Assets:
Total assets measured at fair value	$ 73,677	$ 651,932
Liabilities:
Note hedge warrants		19
Total liabilities measured at fair value		19
Recurring basis | Money market funds
Assets:
Cash and cash equivalents	29,420	250,313
Restricted cash	1,298	1,735
Recurring basis | Repurchase agreements
Assets:
Cash and cash equivalents		261,075
Recurring basis | U.S. Treasury securities
Assets:
Cash and cash equivalents	10,372
Recurring basis | Commercial paper
Assets:
Cash and cash equivalents	32,587	138,809
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1)
Assets:
Total assets measured at fair value	30,718	252,048
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Assets:
Cash and cash equivalents	29,420	250,313
Restricted cash	1,298	1,735
Recurring basis | Significant Other Observable Inputs (Level 2)
Assets:
Total assets measured at fair value	42,959	399,884
Recurring basis | Significant Other Observable Inputs (Level 2) | Repurchase agreements
Assets:
Cash and cash equivalents		261,075
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. Treasury securities
Assets:
Cash and cash equivalents	10,372
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper
Assets:
Cash and cash equivalents	$ 32,587	138,809
Recurring basis | Significant Unobservable Inputs (Level 3)
Liabilities:
Note hedge warrants		19
Total liabilities measured at fair value		$ 19

Fair Value of Financial Instr_5

Fair Value of Financial Instruments - Assumptions (Details)	Dec. 31, 2022 $ / shares Y
Fair Value of Financial Instruments
Derivative liability, valuation technique	us-gaap:ValuationTechniqueOptionPricingModelMember
Measurement Input, Risk Free Interest Rate
Fair Value of Financial Instruments
Derivative liability, measurement input	0.045
Measurement Input, Expected Term
Fair Value of Financial Instruments
Derivative liability, measurement input | Y	0.3
Measurement Input, Share Price
Fair Value of Financial Instruments
Derivative liability, measurement input	12.39
Measurement Input, Exercise Price
Fair Value of Financial Instruments
Derivative liability, measurement input	18.82
Measurement Input, Price Volatility
Fair Value of Financial Instruments
Derivative liability, measurement input	0.271
Measurement Input, Expected Dividend Rate
Fair Value of Financial Instruments
Derivative liability, measurement input	0

Fair Value of Financial Instr_6

Fair Value of Financial Instruments - Change in Level 3 (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Change in Level 3 Liabilities
Balance at beginning of period	$ (19)
Change in fair value, recorded as a component of (loss) gain on derivatives	19
Balance at end of period	$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income	Gain on derivatives

Fair Value of Financial Instr_7

Fair Value of Financial Instruments - Notes Payable (Details) - Convertible Senior Notes - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Aug. 31, 2019	Jun. 30, 2015
2.25% Convertible Senior Notes due 2022
Fair value disclosures
Debt instrument, face amount					$ 335,700
Debt redeemed/repurchased			$ 120,700	$ 215,000
0.75% Convertible Senior Notes due 2024
Fair value disclosures
Debt instrument, face amount	$ 200,000	$ 200,000		200,000
0.75% Convertible Senior Notes due 2024 | Significant Other Observable Inputs (Level 2)
Fair value disclosures
Estimated fair value	198,100	215,900
1.50% Convertible Senior Notes due 2026
Fair value disclosures
Debt instrument, face amount	200,000	200,000		$ 200,000
1.50% Convertible Senior Notes due 2026 | Significant Other Observable Inputs (Level 2)
Fair value disclosures
Estimated fair value	$ 195,000	$ 219,000

Fair Value of Financial Instr_8

Fair Value of Financial Instruments - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes	1 Months Ended
	Aug. 31, 2019 $ / shares $ / item shares
Capped Calls
Number of shares covered by capped calls (in shares) | shares	29,867,480
Strike price (in dollars per share) | $ / shares	$ 13.39
Cap price | $ / item	17.05

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities - Tabular Disclosure (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Expenses
Accrued compensation and benefits	$ 24,971	$ 12,268
Accrued interest	9,582	188
Accrued transaction costs	3,977
Accrued restructuring liabilities	8,609
Accrued taxes	1,274	656
Other	14,301	3,588
Total accrued expenses and other current liabilities	$ 62,714	$ 16,700

Accrued Expenses and Other Cu_4

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Expenses
Other accrued expenses	$ 14,301	$ 3,588
Other accrued liabilities, uninvoiced vendor liabilities	11,600	$ 3,600
Deferred revenue, current	$ 2,600

Leases - Restricted Cash (Detai

Leases - Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Restricted Cash
Restricted cash	$ 1,298	$ 1,700	$ 1,735

Leases - Lease Cost (Details)

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease Cost
Operating lease cost	$ 627	$ 627	$ 1,880	$ 1,883
Short-term lease cost	314	274	854	798
Total lease cost	$ 941	$ 901	$ 2,734	$ 2,681

Leases - Supplemental Informati

Leases - Supplemental Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating Leases
Cash paid for amounts included in the measurement of lease liabilities	$ 2,292	$ 2,356
Weighted-average remaining lease term of operating leases	6 years 8 months 12 days	7 years 7 months 6 days
Weighted-average discount rate of operating leases (as a percent)	5.80%	5.80%

Leases - Summer Street Lease (D

Leases - Summer Street Lease (Details) ft² in Thousands, $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2019 ft²	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Operating Leases
Weighted-average discount rate of operating leases (as a percent)		5.80%	5.80%	5.80%	5.80%
Operating lease right-of-use assets		$ 12,956		$ 12,956		$ 14,023
Operating lease liability		18,185		18,185
Operating lease cost		$ 627	$ 627	$ 1,880	$ 1,883
Summer Street Lease
Operating Leases
Rentable area leased (in square feet) | ft²	39
Annual rent escalation (as a percent)	2%
Option to extend the term of the lease	true
Operating lease, renewal term	5 years
Weighted-average discount rate of operating leases (as a percent)		5.80%		5.80%
Operating lease right-of-use assets		$ 13,000		$ 13,000		14,000
Operating lease liability		18,200		18,200		$ 19,700
Operating lease cost		$ 600	$ 600	$ 1,900	$ 1,900

Leases - Future Minimum Lease P

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Future Minimum Lease Payments
2023	$ 774
2024	3,126
2025	3,189
2026	3,252
2027	3,317
2028 and thereafter	8,285
Total future minimum lease payments	$ 21,943

Leases - Operating Lease Obliga

Leases - Operating Lease Obligations (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating lease obligations
Total future minimum lease payments	$ 21,943
Less: present value adjustment	(3,758)
Operating lease liabilities	18,185
Less: current portion of operating lease liabilities	(3,111)	$ (3,065)
Operating lease liabilities, net of current portion	$ 15,074	$ 16,599

Debt - General Information (Det

Debt - General Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended					3 Months Ended	9 Months Ended
	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	May 31, 2023 USD ($)	Aug. 31, 2019 USD ($)	Jun. 30, 2015 USD ($)	Sep. 30, 2023 USD ($) item	Sep. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Apr. 15, 2019 $ / shares
Debt
Proceeds from revolving credit facility							$ 400,000
Repayments of revolving credit facility							75,000
Payments for convertible note hedges				$ 25,200	$ 21,100
Convertible Note Hedge
Debt
Conversion price (in dollars per share) | $ / shares									$ 14.51
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes
Debt
Debt instrument, face amount					335,700
Net proceed received					324,000
Fees and expenses					$ 11,700
Stated interest rate (as a percent)					2.25%
Debt redeemed/repurchased				215,000				$ 120,700
Debt redemption/repurchase price				$ 227,300
Revolving Credit Agreement | Secured Debt
Debt
Debt instrument, term			4 years
Line of credit facility, frequency of commitment fee payment			quarterly
Percentage of capital stock of foreign subsidiaries pledged			65%
Additional borrowing capacity, as percentage			100%
Additional borrowing capacity, trailing period			12 months
Maximum consolidated secured net leverage ratio						3%
Minimum interest coverage ratio						3%
Debt issuance costs, gross			$ 2,900
Debt issuance costs, gross, lender fees			2,000
Debt issuance costs, gross, legal and other professional fees			$ 900
Debt issuance costs, net	$ 2,600					$ 2,600	2,600
Revolving Credit Agreement | Secured Debt | Scenario, Acquisition for Consideration in Excess of 50 Million
Debt
Maximum consolidated secured net leverage ratio						3.50%
Number of fiscal quarters | item						4
Threshold minimum acquisition consideration						$ 50,000
Revolving Credit Agreement | Secured Debt | Minimum
Debt
Line of credit facility, unused capacity, commitment fee percentage			0.30%
Additional borrowing capacity			$ 200,000
Revolving Credit Agreement | Secured Debt | Maximum
Debt
Line of credit facility, unused capacity, commitment fee percentage			0.425%
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Adjusted Term Secured | Minimum
Debt
Debt instrument, basis spread on variable rate (as a percent)			1.75%
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, Adjusted Term Secured | Maximum
Debt
Debt instrument, basis spread on variable rate (as a percent)			3%
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate, One-month Adjusted Term
Debt
Debt instrument, basis spread on variable rate (as a percent)			1%
Revolving Credit Agreement | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate
Debt
Debt instrument, basis spread on variable rate (as a percent)			0.50%
Revolving Credit Agreement | Secured Debt | Applicable Rate | Minimum
Debt
Debt instrument, basis spread on variable rate (as a percent)			0.75%
Revolving Credit Agreement | Secured Debt | Applicable Rate | Maximum
Debt
Debt instrument, basis spread on variable rate (as a percent)			2%
Secured Revolving Credit Facility | Secured Debt
Debt
Debt instrument, term			4 years
Line of credit facility, maximum borrowing capacity			$ 500,000
Debt instrument, face amount	325,000					$ 325,000	$ 325,000
Proceeds from revolving credit facility		$ 400,000
Repayments of revolving credit facility	$ 75,000
Letter of Credit Subfacility | Secured Debt
Debt
Debt instrument, face amount			$ 10,000
Debt instrument, maturity date range, start			May 21, 2027
Debt instrument, maturity date range, end, period prior to stated maturity date, existing convertible notes then outstanding, unless case of clause			91 days

Debt - Interest Expense (Detail

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Secured Debt
Interest Expense
Contractual interest expense	$ 8,054		$ 8,269
Amortization of debt issuance costs	180		262
Other financing costs	75		88
Total interest expense	8,309		8,619
Convertible Senior Notes
Interest Expense
Contractual interest expense	1,125	$ 1,125	3,375	$ 4,619
Amortization of debt issuance costs	405	399	1,212	1,453
Total interest expense	$ 1,530	$ 1,524	$ 4,587	$ 6,072

Debt - Convertible Senior Notes

Debt - Convertible Senior Notes - Balances (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Aug. 31, 2019	Jun. 30, 2015
Principal:
Less: unamortized debt issuance costs	$ (2,538)	$ (3,749)
Net carrying amount	397,462	396,251
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes
Principal:
Debt instrument, face amount				$ 335,700
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes
Principal:
Debt instrument, face amount	200,000	200,000	$ 200,000
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes
Principal:
Debt instrument, face amount	$ 200,000	$ 200,000	$ 200,000

Debt - Convertible Senior Not_2

Debt - Convertible Senior Notes - Future Minimum Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Future minimum payments of Convertible senior notes
2023	$ 2,250
2024	203,750
2025	3,000
2026	201,500
Total future minimum payments under the convertible senior notes	410,500
Less: amounts representing interest	(10,500)
Less: unamortized debt issuance costs	(2,538)	$ (3,749)
Net carrying amount	$ 397,462	$ 396,251

Debt - Convertible Senior Not_3

Debt - Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details)		1 Months Ended
	Apr. 15, 2019 shares	Aug. 31, 2019 USD ($) D $ / shares	Jun. 30, 2015 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
2.25% Convertible Senior Notes due 2022 | Note Hedge Warrants [Member]
Debt
Shares issuable upon conversion of debt (in shares) | shares	23,135,435
2.25% Convertible Senior Notes due 2022 | Convertible Senior Notes
Debt
Debt instrument, face amount			$ 335,700,000
Net proceed received			324,000,000
Fees and expenses			$ 11,700,000
Stated interest rate (as a percent)			2.25%
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes
Debt
Net proceed received		$ 391,000,000
Fees and expenses		$ 9,000,000
Conversion rate, number of shares to be issued per		74.6687
Principal amount used for debt instrument conversion ratio		$ 1,000
Initial conversion price (in dollars per share) | $ / shares		$ 13.39
Number of consecutive trading days before five business days during the measurement period | D		5
Repurchase price		100%
Percentage of aggregate principal amount of notes outstanding and payable in case of event of default under the agreement		25%
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Calendar quarter commencing after December 31, 2019
Debt
Number of trading days | D		20
Consecutive trading days | D		30
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Measurement period
Debt
Number of business days immediately after any five consecutive trading day period during the measurement period | D		5
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Minimum | Calendar quarter commencing after December 31, 2019
Debt
Minimum percentage of stock price		130%
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Maximum | Measurement period
Debt
Conversion premium percentage on sale price of common stock		98%
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes
Debt
Debt instrument, face amount		$ 200,000,000		$ 200,000,000	$ 200,000,000
Stated interest rate (as a percent)		0.75%
Debt instrument term		5 years
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes
Debt
Debt instrument, face amount		$ 200,000,000		$ 200,000,000	$ 200,000,000
Stated interest rate (as a percent)		1.50%
Debt instrument term		7 years

Debt - Convertible Senior Not_4

Debt - Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) - Convertible Senior Notes - USD ($) $ in Millions	1 Months Ended
	Aug. 31, 2019	Sep. 30, 2023
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026
Debt
Debt issuance costs incurred	$ 9
0.75% Convertible Senior Notes due 2024
Debt
Debt instrument term	5 years
Effective interest rate on liability components (as a percent)		1.20%
1.50% Convertible Senior Notes due 2026
Debt
Debt instrument term	7 years
Effective interest rate on liability components (as a percent)		1.90%

Debt - Convertible Note Hedge a

Debt - Convertible Note Hedge and Warrant Transactions (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Jun. 30, 2015	Sep. 30, 2023	Apr. 15, 2019
Debt
Net derivative issuance cost	$ 21.1
Convertible Note Hedge
Debt
Conversion price (in dollars per share)			$ 14.51
Long-term asset	91.9
Note Hedge Warrant Derivatives
Debt
Shares into which warrants may be converted (in shares)		23,135,435
Trading day period		150 days
Long-term liability	$ 70.8
Note Hedge Warrants [Member]
Debt
Warrants strike price (in dollars per share)		$ 18.82

Debt - Capped Calls with Respec

Debt - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes $ / shares in Units, $ in Millions	1 Months Ended
	Aug. 31, 2019 USD ($) $ / shares $ / item shares
Capped Calls
Payment made to enter into Capped Calls	$ 25.2
Strike price (in dollars per share) | $ / shares	$ 13.39
Cap price | $ / item	17.05
Number of shares covered by capped calls (in shares) | shares	29,867,480
Purchase of capped calls	$ 25
Equity component of issuance costs for convertible senior notes	$ 0.2

Employee Stock Benefit Plans -

Employee Stock Benefit Plans - Share-based Compensation Expense - Summary (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Stock Benefit Plans
Share-based compensation expense	$ 7,906	$ 7,067	$ 50,849	$ 19,757
Research and Development Expense
Employee Stock Benefit Plans
Share-based compensation expense	1,545	1,316	15,655	3,607
Selling, General and Administrative Expenses
Employee Stock Benefit Plans
Share-based compensation expense	$ 6,361	$ 5,751	34,283	$ 16,150
Restructuring Charges
Employee Stock Benefit Plans
Share-based compensation expense			$ 911

Employee Stock Benefit Plans _2

Employee Stock Benefit Plans - Share-based Compensation Expense - Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Stock Benefit Plans
Total share-based compensation expense included in operating expenses	$ 7,906	$ 7,067	$ 50,849	$ 19,757
Income tax expense (benefit)	(850)	1,165	(2,069)	724
Total share-based compensation expense, net of tax	$ 7,056	$ 8,232	$ 48,780	$ 20,481

Employee Stock Benefit Plans _3

Employee Stock Benefit Plans - Share-based Compensation Expense - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Employee Stock Benefit Plans
Share-based compensation expense	$ 7,906		$ 7,067	$ 50,849	$ 19,757
Research and Development Expense
Employee Stock Benefit Plans
Share-based compensation expense	1,545		1,316	15,655	3,607
Selling, General and Administrative Expenses
Employee Stock Benefit Plans
Share-based compensation expense	$ 6,361		$ 5,751	$ 34,283	$ 16,150
VectivBio Holding AG and its subsidiaries
Employee Stock Benefit Plans
Share-based compensation expense		$ 27,500
VectivBio Holding AG and its subsidiaries | Research and Development Expense
Employee Stock Benefit Plans
Share-based compensation expense		11,300
VectivBio Holding AG and its subsidiaries | Selling, General and Administrative Expenses
Employee Stock Benefit Plans
Share-based compensation expense		$ 16,200

Stock Repurchase Program (Detai

Stock Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	3 Months Ended		12 Months Ended	22 Months Ended
	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022	Sep. 30, 2023	May 31, 2021
Stock Repurchase Program
Stock repurchase program, authorized amount					$ 150,000
Common stock repurchased and retired (in shares)			10.8	13.1
Common stock repurchased and retired	$ 32,896	$ 90,489	$ 123,400
Shares acquired, average cost per share (in dollars per share)				$ 11.47

Income Taxes - Income Tax Expen

Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Taxes
Income tax (benefit) expense	$ 17,982	$ 19,590	$ 51,385	$ 53,959

Income Taxes - Unrecognized Inc

Income Taxes - Unrecognized Income Tax Benefits (Details) $ in Millions	3 Months Ended
	Jun. 30, 2023 USD ($)
Unrecognized income tax benefits
Uncertain tax position, increases for acquisitions	$ 11

Workforce Reduction and Restr_3

Workforce Reduction and Restructuring - General Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Apr. 30, 2023	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023
Restructuring Expenses
Restructuring expenses				$ 16,804
Reduction in Headquarter-based Workforce, April 2023
Workforce Reduction
Restructuring and related cost, number of positions eliminated, period percent (as a percent)	10%
Restructuring Expenses
Restructuring expenses		$ 0	$ 3,500	2,540
VectivBio Acquisition-related Workforce Reductions, June 2023
Restructuring Expenses
Restructuring expenses		$ 4,700		$ 14,264

Workforce Reduction and Restr_4

Workforce Reduction and Restructuring - Tabular Disclosure (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2023
Workforce Reduction
Charges			$ 16,804
Amounts paid			(5,891)
Adjustments			(200)
Balance at end of period	$ 10,713		10,713
Reduction in Headquarter-based Workforce, April 2023
Workforce Reduction
Charges	0	$ 3,500	2,540
Amounts paid			(2,069)
Balance at end of period	471		471
VectivBio Acquisition-related Workforce Reductions, June 2023
Workforce Reduction
Charges	4,700		14,264
Amounts paid			(3,822)
Adjustments			(200)
Balance at end of period	$ 10,242		$ 10,242

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 15,321	$ 50,317	$ (1,001,152)	$ 126,198

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended	9 Months Ended
	Sep. 30, 2023 shares	Sep. 30, 2023 shares
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		Item 5. Other Information ​ During the three months ended September 30, 2023, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, for the purchase or sale of our securities, as set forth in the table below. ​ Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Marla Kessler (Director) Adoption (September 7, 2023) Rule 10b5-1 trading arrangement Sale Until August 31, 2024, unless earlier terminated by Ms. Kessler, or on the first date on which all trades under Ms. Kessler’s plan have been executed or are expired 9,926 ​
Marla Kessler
Trading Arrangements, by Individual
Name	Marla Kessler
Title	Director
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	September 7, 2023
Termination Date	August 31, 2024
Aggregate Available	9,926	9,926