Fair Value | 5. FAIR VALUE The following table presents information about the Company’s assets and liabilities at March 31, 2021 and December 31, 2020 that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value: March 31, (In thousands) 2021 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 31,844 $ 31,844 $ — $ — U.S. government and agency debt securities 101,182 66,595 34,587 — Corporate debt securities 189,753 — 188,776 977 International government agency debt securities 127,814 — 127,814 — Contingent consideration 27,282 — — 27,282 Total $ 477,875 $ 98,439 $ 351,177 $ 28,259 December 31, 2020 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 41,849 $ 41,849 $ — $ — U.S. government and agency debt securities 103,345 73,451 29,894 — Corporate debt securities 184,956 — 183,979 977 International government agency debt securities 94,871 — 94,871 — Contingent consideration 32,451 — — 32,451 Total $ 457,472 $ 115,300 $ 308,744 $ 33,428 The Company transfers its financial assets and liabilities, measured at fair value on a recurring basis, between the fair value hierarchies at the end of each reporting period. There were no transfers of any securities between the fair value hierarchies during the three months ended March 31, 2021. The following table is a rollforward of the fair value of the Company’s assets whose fair values were determined using Level 3 inputs at March 31, 2021: (In thousands) Fair Value Balance, January 1, 2021 $ 33,428 Change in the fair value of contingent consideration 1,278 Milestone payments received by the Company related to contingent consideration (6,429 ) Royalty payments due to the Company related to contingent consideration (18 ) Balance, March 31, 2021 $ 28,259 The Company’s investments in U.S. government and agency debt securities, international government agency debt securities and corporate debt securities classified as Level 2 within the fair value hierarchy were initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing market-observable data. The market-observable data included reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validated the prices developed using the market-observable data by obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. In April 2015, the Company sold its Gainesville, GA manufacturing facility, the manufacturing and royalty revenue associated with certain products manufactured at the facility, and the rights to IV/IM and parenteral forms of Meloxicam to Recro Pharma, Inc. (“Recro”) and Recro Gainesville LLC (such transaction, the “Gainesville Transaction”). The Gainesville Transaction included in the purchase price contingent consideration tied to low double digit royalties on net sales of the IV/IM and parenteral forms of Meloxicam and any other product with the same active ingredient as Meloxicam IV/IM that is discovered or identified using certain of the Company’s IP to which Recro was provided a right of use, through license or transfer, pursuant to the Gainesville Transaction (such products, the “Meloxicam Products”), and milestone payments upon the achievement of certain regulatory and sales milestones related to the Meloxicam Products. In November 2019, Recro spun out its acute care segment to Baudax Bio, Inc. (“Baudax”), a publicly-traded pharmaceutical company. As part of this transaction, Recro’s obligations to pay the Company certain contingent consideration from the Gainesville Transaction were assigned and/or transferred to Baudax. In Baudax’s Annual Report on Form 10-K for the period ended December 31, 2020, Baudax included disclosures regarding its ability to continue as a going concern. At March 31, 2021, the Company determined the fair value of the contingent consideration as follows: • The Company is due to receive $1.4 million in June 2021 related to the FDA approval in February 2020 of the New Drug Application (“NDA”) for ANJESO, the first Meloxicam Product, and an additional $38.6 million to be paid in six equal, annual installments on each anniversary of such approval beginning in February 2022; • The Company is entitled to receive future royalties on net sales of Meloxicam Products; and • The Company is entitled to receive payments of up to $80.0 million upon achieving certain sales milestones on future sales of the Meloxicam Products. The fair value of the sales milestones was determined through the use of a real options approach, where net sales are simulated in a risk-neutral world. To employ this methodology, the Company used a risk-adjusted expected growth rate based on its assessments of expected growth in net sales of the approved Meloxicam Product, adjusted by an appropriate factor capturing their respective correlation with the market. In order to address the substantial doubt about Baudax’s ability to continue as a going concern, the Company split its fair value analysis into two scenarios and applied an equal weighting to each. In the first scenario, the amounts above were all discounted using a rate of 13 18 At March 31, 2021 and December 31, 2020, the Company determined that the fair value of the contingent consideration related to the Gainesville Transaction was $27.3 million and $32.5 million, respectively. At March 31, 2021 and December 31, 2020, $7.9 million and $7.8 million, respectively, of the fair value of the contingent consideration was included within “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets, and $19.4 million and $24.7 million, respectively, of the fair value of the contingent consideration was included within “Contingent consideration” in the accompanying condensed consolidated balance sheets. The Company recorded an increase of $1.3 million and $6.8 million during the three months ended March 31, 2021 and 2020, respectively, within “Change in the fair value of contingent consideration” in the accompanying condensed consolidated statements of operations and comprehensive loss. The carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash and cash equivalents, accounts receivable, contract assets, other current assets, accounts payable and accrued expenses approximate fair value due to their short-term nature. The estimated fair value of the Company’s long-term debt under its amended and restated credit agreement which was based on quoted market price indications (Level 2 in the fair value hierarchy) and which may not be representative of actual values that could have been, or will be, realized in the future, was $298.5 million and $275.1 million at March 31, 2021 and December 31, 2020, respectively. See Note 11, Long-Term Debt |