Fair Value Measurements | 7. Fair value measurements The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis based on the three-tier fair value hierarchy: March 31, 2021 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value (in thousands) Financial assets: Cash equivalents: Money market funds Level 1 $ 708,413 $ - $ - $ 708,413 U.S. government and agency securities Level 2 2,400 - - 2,400 Corporate debt securities Level 2 552 - - 552 Total cash equivalents 711,365 - - 711,365 Short-term marketable securities: U.S. government and agency securities Level 2 193,058 56 (1 ) 193,113 Corporate debt securities Level 2 16,444 - (7 ) 16,437 Total short-term marketable securities 209,502 56 (8 ) 209,550 Long-term marketable securities: U.S. government and agency securities Level 2 17,437 7 - 17,444 Corporate debt securities Level 2 4,182 1 - 4,183 Total long-term marketable securities 21,619 8 - 21,627 Total financial assets $ 942,486 $ 64 $ (8 ) $ 942,542 Financial liabilities: Short-term financial liabilities: Success payment liabilities Level 3 $ 5,000 $ - $ - $ 5,000 Long-term financial liabilities: Contingent consideration Level 3 133,294 - - $ 133,294 Success payment liabilities Level 3 187,151 - - 187,151 Total financial liabilities $ 325,445 $ - $ - $ 325,445 December 31, 2020 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Estimated Fair Value (in thousands) Financial assets: Cash equivalents: Money market funds Level 1 $ 48,359 $ - $ - $ 48,359 U.S. government and agency securities Level 2 40,727 1 (1 ) 40,727 Corporate debt securities Level 2 1,138 - - 1,138 Total cash equivalents 90,224 1 (1 ) 90,224 Short-term marketable securities: U.S. government and agency securities Level 2 244,637 30 (5 ) 244,662 Corporate debt securities Level 2 8,798 - (2 ) 8,796 Total short-term marketable securities 253,435 30 (7 ) 253,458 Long-term marketable securities: U.S. government and agency securities Level 2 33,724 7 - 33,731 Total long-term marketable securities 33,724 7 - 33,731 Total financial assets $ 377,383 $ 38 $ (8 ) $ 377,413 Financial liabilities: Long-term financial liabilities: Contingent consideration Level 3 $ 121,901 $ - $ - $ 121,901 Success payment liabilities Level 3 76,494 - - 76,494 Total financial liabilities $ 198,395 $ - $ - $ 198,395 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, agency securities, and corporate debt securities and are valued based on either recent trades of securities in inactive markets or quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. Securities in an unrealized loss position have been in an unrealized loss position for less than one year. The Company determined that there was no material change in the credit risk of the above investments during the three months ended March 31, 2021. As such, an allowance for credit losses would not be recognized. As of March 31, 2021, the Company does not intend to sell such securities, and it is not more-likely-than-not that the Company will be required to sell the securities prior to the recovery of the amortized cost basis. As of March 31, 2021, all marketable securities had an effective maturity date of two years or less. Investments in securities with maturities of less than one year, or those for which management intends to use to fund current operations, are included in current assets and classified as available-for-sale. As of March 31, 2021, the balance in accumulated other comprehensive income included the net unrealized gains related to the Company’s available-for-sale debt securities. There were no material realized gains or losses recognized on the sale or maturity of available-for-sale securities during the three months ended March 31, 2021 or 2020. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities: Contingent Consideration Cobalt Success Payment Liability Harvard Success Payment Liability (in thousands) Balance as of December 31, 2020 $ 121,901 64,694 $ 11,800 Changes in fair value 11,393 91,757 23,900 Balance as of March 31, 2021 $ 133,294 $ 156,451 $ 35,700 Contingent consideration The Company utilizes significant estimates and assumptions it believes would be made by a market participant in determining the estimated fair value of the Cobalt Contingent Consideration at each balance sheet date. The fair value of the Cobalt Contingent Consideration was determined by calculating the probability-weighted estimated value of the pre-specified development milestone payments based on the assessment of the likelihood and estimated timing that the milestones would be achieved, and the applicable discount rates. The discount rate captures the credit risk associated with the payment of the contingent consideration when earned and due. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions are obtained. The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs: March 31, 2021 December 31, 2020 Unobservable Input Range Weighted-Average Range Weighted-Average Discount rates 8.3% - 9.7% 8.8% 10.5% - 10.8% 10.6% Probability of milestone achievement 5.0% - 65.0% 27.9% 2.5% - 65.0% 27.6% The weighted-average unobservable inputs were calculated based on the relative value of the pre-specified development milestones. The estimated fair value of the Cobalt Contingent Consideration may change significantly as development progresses and additional data are obtained, impacting the assumptions regarding probabilities of successful achievement of the 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 assumptions, judgment is required to interpret the market 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, inputs, and/or different valuation techniques could result in materially different fair value estimates. Success payments The Company utilizes significant estimates and assumptions in determining the estimated fair value of the success payment liabilities, and the associated expense or gain at each balance sheet date. The estimated fair value of the Cobalt and Harvard success payment liabilities was determined using a Monte Carlo simulation methodology which models the estimated fair value of the liability based on several key assumptions including: the expected volatility, remaining term, risk-free interest rate, estimated number and timing of valuation measurement dates on the basis of which payment may be triggered, and for the Cobalt Success Payment, the Company’s market capitalization, and for the Harvard Success Payments, the per share fair value of the Company’s common stock. The fair values of the Cobalt and Harvard success payment liabilities were calculated using the following unobservable inputs: March 31, 2021 December 31, 2020 Unobservable Input Cobalt Harvard Cobalt Harvard Expected stock price volatility 70.0% 70.0% 70.0% 70.0% Expected term (years) 17.9 10.0 18.1 10.2 |