Fair Value Measurements | 6. 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: June 30, 2022 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 $ 134,923 $ - $ - $ 134,923 U.S. government and agency securities Level 2 46,941 - (7 ) 46,934 Corporate debt securities Level 2 450 - - 450 Total cash equivalents 182,314 - (7 ) 182,307 Short-term marketable securities: U.S. government and agency securities Level 2 240,016 - (3,198 ) 236,818 Corporate debt securities Level 2 53,845 - (520 ) 53,325 Total short-term marketable securities 293,861 - (3,718 ) 290,143 Long-term marketable securities: U.S. government and agency securities Level 2 87,007 4 (2,317 ) 84,694 Corporate debt securities Level 2 10,379 - (309 ) 10,070 Total long-term marketable securities 97,386 4 (2,626 ) 94,764 Other assets Level 3 377 - - 377 Total financial assets $ 573,938 $ 4 $ (6,351 ) $ 567,591 Financial liabilities: Short-term financial liabilities: Contingent consideration Level 3 $ 51,386 $ 51,386 Total short-term financial liabilities 51,386 - - 51,386 Long-term financial liabilities: Contingent consideration Level 3 97,999 97,999 Success payment liabilities Level 3 33,517 33,517 Total long-term financial liabilities 131,516 - - 131,516 Total financial liabilities $ 182,902 $ - $ - $ 182,902 December 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 $ 224,671 $ - $ - $ 224,671 Corporate debt securities Level 2 2,345 - - 2,345 Total cash equivalents 227,016 - - 227,016 Short-term marketable securities: U.S. government and agency securities Level 2 162,854 1 (195 ) 162,660 Corporate debt securities Level 2 135,441 - (134 ) 135,307 Total short-term marketable securities 298,295 1 (329 ) 297,967 Long-term marketable securities: U.S. government and agency securities Level 2 176,492 - (925 ) 175,567 Corporate debt securities Level 2 20,427 - (113 ) 20,314 Total long-term marketable securities 196,919 - (1,038 ) 195,881 Other assets Level 3 426 - - 426 Total financial assets $ 722,656 $ 1 $ (1,367 ) $ 721,290 Financial liabilities: Short-term financial liabilities: Contingent consideration Level 3 $ 51,382 $ - $ - $ 51,382 Success payment liabilities Level 3 5,000 - - 5,000 Total short-term financial liabilities 56,382 - - 56,382 Long-term financial liabilities: Contingent consideration Level 3 102,361 - - 102,361 Success payment liabilities Level 3 97,525 - - 97,525 Total long-term financial liabilities 199,886 - - 199,886 Total financial liabilities $ 256,268 $ - $ - $ 256,268 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. The following table summarizes available-for-sale debt securities in a continuous unrealized loss position for less than and greater than twelve months, for the periods presented (in thousands): Less than 12 months 12 months or greater Total Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses June 30, 2022 U.S. government and agency securities $ 361,551 $ (5,522 ) $ - $ - $ 361,551 $ (5,522 ) Corporate debt securities 60,349 (821 ) 3,046 (8 ) 63,395 (829 ) Total $ 421,900 $ (6,343 ) $ 3,046 $ (8 ) $ 424,946 $ (6,351 ) December 31, 2021 U.S. government and agency securities $ 329,883 $ (1,120 ) $ - $ - $ 329,883 $ (1,120 ) Corporate debt securities 156,662 (247 ) - - 156,662 (247 ) Total $ 486,545 $ (1,367 ) $ - $ - $ 486,545 $ (1,367 ) As of June 30, 2022 and December 31, 2021, the fair value of securities held by the Company in an unrealized loss position were $424.9 million and $486.5 million, respectively. As of June 30, 2022, there was one security held by the Company in an unrealized loss position that had been in an unrealized loss position over 12 months, and no securities in an unrealized loss position over 12 months as of December 31, 2021 . The Company determined that there was no material change in the credit risk of the investments described above during the three and six months ended June 30 , 2022 . As such, an allowance for credit losses has no t be en recognized. As of June 30 , 2022 , 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 June 30, 2022, 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 June 30, 2022, the balance in accumulated other comprehensive loss included the net unrealized losses related to the Company’s available-for-sale debt securities. There were no material realized gains or losses recognized on the maturity of available-for-sale securities during the three and six months ended June 30, 2022 or 2021. 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, 2021 $ 153,743 $ 88,353 $ 14,172 Changes in fair value - gain (528 ) (46,823 ) (8,087 ) Balance as of March 31, 2022 153,215 41,530 6,085 Changes in fair value - gain (3,830 ) (12,073 ) (2,025 ) Balance as of June 30, 2022 $ 149,385 $ 29,457 $ 4,060 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 ongoing basis as additional data impacting the assumptions are obtained. The fair value of the Cobalt Contingent Consideration was calculated using the following unobservable inputs: June 30, 2022 December 31, 2021 Unobservable Input Range Weighted-Average Range Weighted-Average Discount rates 14.5% - 15.6% 15.1% 10.9% - 11.6% 11.2% Probability of milestone achievement 5.0% - 75.0% 33.8% 5.0% - 75.0% 33.8% 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: 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: June 30, 2022 December 31, 2021 Unobservable Input Cobalt Harvard Cobalt Harvard Expected stock price volatility 70% 70% 70% 70% Expected term (years) 16.6 8.7 17.1 9.2 |