Fair Value Measurements | Fair Value Measurements The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy (in thousands): March 31, 2017 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 169,007 $ — $ — $ 169,007 Commercial paper — 21,193 — 21,193 U.S. government and agency securities — 429,611 — 429,611 Corporate debt securities — 218,851 — 218,851 Equity securities 4,550 — — 4,550 Total financial assets $ 173,557 $ 669,655 $ — $ 843,212 Financial liabilities: Success payment liabilities $ — $ — $ 30,185 $ 30,185 Contingent consideration — — 21,348 21,348 Total financial liabilities $ — $ — $ 51,533 $ 51,533 December 31, 2016 Level 1 Level 2 Level 3 Total Financial assets: Money market funds $ 173,746 $ — $ — $ 173,746 Commercial paper — 64,260 — 64,260 U.S. government and agency securities — 457,181 — 457,181 Corporate debt securities — 222,289 — 222,289 Equity securities 1,700 — — 1,700 Total financial assets $ 175,446 $ 743,730 $ — $ 919,176 Financial liabilities: Success payment liabilities $ — $ — $ 22,786 $ 22,786 Contingent consideration — — 20,896 20,896 Total financial liabilities $ — $ — $ 43,682 $ 43,682 The Company measures the fair value of money market funds based on quoted prices in active markets for identical assets or liabilities. The Level 2 marketable securities include U.S. government and agency securities, corporate debt securities, and commercial paper and are valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Success Payment Liabilities Contingent Consideration Total Balance as of December 31, 2016 $ 22,786 $ 20,896 $ 43,682 Changes in fair value (1) 7,399 452 7,851 Balance as of March 31, 2017 $ 30,185 $ 21,348 $ 51,533 (1) The amount of success payment and contingent consideration milestones achieved, as well as the changes in fair value for success payment liabilities and contingent consideration, are recorded in research and development expense in the condensed consolidated statements of operations. As of March 31, 2017 and December 31, 2016 , the estimated fair value of the success payment obligations, after giving effect to the success payments achieved by FHCRC and MSK, was approximately $45.8 million and $37.0 million , respectively. Included in research and development expense for the three months ended March 31, 2017 and 2016 was an expense of $7.4 million and a gain of $6.6 million , respectively, related to success payments. See Note 2, Collaboration and License Agreements, to these condensed consolidated financial statements, as well as Note 5 to the financial statements included in the 2016 Annual Report, for additional discussion of estimated fair value of the success payment obligations. The Company utilizes significant estimates and assumptions in determining the estimated success payment liability and associated expense at each balance sheet date. The assumptions used to calculate the fair value of the success payments are subject to a significant amount of judgment including the expected volatility, estimated term, and estimated number and timing of valuation measurement dates. A small change in the assumptions and other inputs, such as the fair value of the Company's common stock, may have a relatively large change in the estimated valuation and associated liability and expense. For example, keeping all other variables constant, a hypothetical 10% increase in the stock price at March 31, 2017 from $22.19 per share to $24.41 per share would have increased the expense recorded in the first quarter of 2017 associated with the success payment liability by $4.1 million . A hypothetical 10% decrease in the stock price from $22.19 per share to $19.97 per share would have decreased the expense recorded in the first quarter of 2017 associated with the success payment liability by $4.0 million . Further, keeping all other variables constant, a hypothetical 35% increase in the stock price at March 31, 2017 from $22.19 per share to $29.96 per share would have increased the expense recorded in the first quarter of 2017 associated with the success payment liability by $14.5 million . A hypothetical 35% decrease in the stock price from $22.19 per share to $14.42 per share would have decreased the expense recorded in the first quarter of 2017 associated with the success payment liability to zero , resulting in a gain of $6.3 million . In connection with the acquisitions of Stage Cell Therapeutics GmbH (“Stage”) and X-Body, Inc. (“X-Body”) in the second quarter of 2015, the Company agreed to pay additional amounts based on the achievement of certain technical, clinical, regulatory, and commercialization milestones. This contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value information, judgment is required to interpret the data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. The significant unobservable inputs used in the measurement of fair value of the Company’s contingent consideration are probabilities of successful achievement of the milestones, the period in which these milestones are expected to be achieved ranging from 2017 to 2043 , and a discount rate of 16% . Significant increases or decreases in any of the probabilities of success and other inputs would result in a significantly higher or lower fair value measurement, respectively. As of March 31, 2017 , the estimated fair values of the contingent consideration associated with the Stage and X-Body acquisitions, after giving effect to the milestone achieved in 2016, were $17.9 million and $3.5 million , respectively. The Company recognized an expense of $0.4 million and a gain of $1.0 million related to the change in fair value of the contingent consideration in the three months ended March 31, 2017 and 2016 , respectively. The expense and gain are recorded in research and development expense in the condensed consolidated statement of operations. |