Fair Value Measurements and Fair Value of Financial Instruments | 3. Fair Value Measurements and Fair Value of Financial Instruments The authoritative guidance on the fair value hierarchy for disclosure of fair value measurements is as follows: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 : Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of Level 1 securities is determined using quoted prices in active markets for identical assets. Level 1 securities consist of highly liquid money market funds. Financial assets and liabilities are considered Level 2 when their fair values are determined using inputs that are observable in the market or can be derived principally from or corroborated by observable market data such as pricing for similar securities, recently executed transactions, cash flow models with yield curves, and benchmark securities. In addition, Level 2 financial instruments are valued using comparisons to like-kind financial instruments and models that use readily observable market data as their basis. U.S. government and agency securities, commercial paper, corporate bond and certificates of deposit are valued primarily using market prices of comparable securities, bid/ask quotes, interest rate yields and prepayment spreads and are included in Level 2. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3 within the valuation hierarchy. The following is a summary of the Company’s cash equivalents and short-term investments as of March 31, 2018: March 31, 2018 Amortized Cost Basis Unrealized Gains Unrealized Loses Estimated Fair Value (In thousands) Level 1: Money market funds $ 59 $ — $ — $ 59 Level 2: U.S. government and agency securities 38,278 — (135 ) 38,143 Commercial paper 159,844 — — 159,844 Corporate bonds 32,797 — (30 ) 32,767 Certificates of deposit 7,836 — — 7,836 Total cash equivalents and short-term investments 238,814 — (165 ) 238,649 Less: cash equivalents (144,329 ) — 1 (144,328 ) Total short-term investments $ 94,485 $ — $ (164 ) $ 94,321 The following is a summary of the Company’s cash equivalents and short-term investments as of December 31, 2017: December 31, 2017 Amortized Cost Basis Unrealized Gains Unrealized Loses Estimated Fair Value (In thousands) Level 1: Money market funds $ 65 $ — $ — $ 65 Level 2: U.S. government and agency securities 58,351 — (145 ) 58,206 Commercial paper 71,427 — — 71,427 Corporate bonds 38,354 1 (38 ) 38,317 Certificates of deposit 9,731 — — 9,731 Total cash equivalents and short-term investments 177,928 1 (183 ) 177,746 Less: cash equivalents (57,780 ) — — (57,780 ) Total short-term investments $ 120,148 $ 1 $ (183 ) $ 119,966 As of March 31, 2018 and December 31, 2017, the fair value of the Company’s financing liability related to The Alpha-1 Project, Inc. (the “TAP financing”), which is classified within Level 3 in the fair value hierarchy, was $0.2 million. The Company elected the fair value option to account for this financing arrangement. The fair value of the financing arrangement was determined based on the expected value approach and is classified as Level 3 within the fair value hierarchy. The key unobservable inputs in the valuation model include timing of milestones, probability of achievement of development and commercial milestones, and a discount factor. There were no transfers within the hierarchy during the three months ended March 31, 2018. The Company’s marketable securities as of March 31, 2018 mature within one year. Management regularly reviews all of the Company’s investments for other-than-temporary declines in estimated fair value. Management’s review includes the consideration of the cause of the impairment, including the creditworthiness of the security issuers, the number of securities in an unrealized loss position, the severity and duration of the unrealized losses, whether management has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of their amortized cost basis. Management determined that the gross unrealized losses of $0.2 million on the Company’s marketable securities as of March 31, 2018 were temporary in nature. Therefore, none of the Company’s marketable securities were other-than-temporarily impaired as of March 31, 2018. |