Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair value measurements The summary below presents information about our assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019, and the valuation techniques we utilized to determine such fair value. • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Our level 1 assets consist of equity securities with readily determinable fair values and money market funds. • Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. Our level 2 assets generally include marketable securities, warrants, derivatives, available for sale debt securities, and our interest rate swap contracts, which may be in an asset or liability position. • Level 3: Prices or valuation that requires inputs that are both significant to the fair value measurement and unobservable. Our level 3 assets historically consisted of our investment in the Series A Biohaven Preferred Shares. See Note 5 for a description of our investments in the Biohaven Preferred Shares. For financial instruments which are carried at fair value, the level in the fair value hierarchy is based on the lowest level of inputs that is significant to the fair value measurement in its entirety. Fair value hierarchy The following is a summary of the inputs used to value our financial assets and liabilities measured at fair value as of September 30, 2020 and December 31, 2019: As of September 30, 2020 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents Money market funds $ 1,550 $ — $ — $ 1,550 Commercial paper — 18,994 — 18,994 Certificates of deposit — 9,402 — 9,402 Marketable securities Corporate debt securities — 34,012 — 34,012 Commercial paper — 211,841 — 211,841 Certificates of deposit — 333,674 — 333,674 Available for sale debt securities — 43,507 — 43,507 Total current assets $ 1,550 $ 651,430 $ — $ 652,980 Equity securities 637,411 — — 637,411 Available for sale debt securities — 155,019 — 155,019 Warrants (1) — 7,629 — 7,629 Total non-current assets $ 637,411 $ 162,648 $ — $ 800,059 (1) Related to Epizyme transaction as described in Note 4 and recorded in the non-current asset portion of Derivative financial instruments in the condensed consolidated balance sheet as of September 30, 2020. As of December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Assets: Cash equivalents Money market funds $ 222,326 $ — $ — $ 222,326 Certificates of deposit — 4,000 — 4,000 Marketable securities U.S. government securities — 12,877 — 12,877 Commercial paper — 21,367 — 21,367 Certificates of deposit 60,211 60,211 Total current assets $ 222,326 $ 98,455 $ — $ 320,781 Equity securities 380,756 — — 380,756 Available for sale debt securities — — 131,280 131,280 Warrants (1) — 30,815 — 30,815 Forward purchase contract (1) — 11,500 — 11,500 Total non-current assets $ 380,756 $ 42,315 $ 131,280 $ 554,351 Liabilities: Interest rate swaps — (9,215) — (9,215) Total current liabilities $ — $ (9,215) $ — $ (9,215) Interest rate swaps — (18,902) — (18,902) Total non-current liabilities $ — $ (18,902) $ — $ (18,902) (1) Related to Epizyme warrants and put option as described in Note 4 and recorded in the non-current asset portion of Derivative financial instruments in the condensed consolidated balance sheet as of December 31, 2019. The table presented below summarizes the change in the carrying value of level 3 financial instruments, which related entirely to our investment in the Series A Biohaven Preferred Shares. The Series A Biohaven Preferred Shares were transferred from a level 3 to a level 2 financial instrument in February 2020, as discussed below. For the three months ended 2020 2019 (in thousands) Available for sale debt securities Balance at the beginning of the period $ — $ 128,060 Purchases — — Change in unrealized movement — (2,900) Balance at the end of the period $ — $ 125,160 For the nine months ended 2020 2019 (in thousands) Available for sale debt securities Balance at the beginning of the period $ 131,280 $ — Purchases — 125,121 Change in unrealized movement 52,725 39 Transfer to level 2 (184,005) — Balance at the end of the period $ — $ 125,160 Valuation inputs Below is a discussion of the valuation inputs used for financial instruments classified as level 2 and level 3 measurements in the fair value hierarchy. Investment in Series A Biohaven Preferred Shares The fair value of the Series A Biohaven Preferred Shares at September 30, 2020 was based on the defined cash flow from the achievement of certain contractual terms, namely the February 2020 approval by the U.S. Food and Drug Administration (“FDA”) of Nurtec ODT (rimegepant), and resulted in a payment due to Royalty Pharma of two times (2x) the original purchase price of the Series A Biohaven Preferred Shares payable in equal quarterly installments following FDA approval and starting one-year after FDA approval, through December 31, 2024. The fixed payment amount of $250.0 million results in nominal quarterly payments of $15.6 million over this period. Using Biohaven’s weighted average cost of capital of 10.5% obtained from a publicly available third party source, management arrived at a fair value of $198.5 million at September 30, 2020 for the Series A Biohaven Preferred Shares, which are recorded as Available for sale debt securities (see Note 5) and classified as a level 2 measurement at this date for the reasons noted above. The fair value of the Series A Biohaven Preferred Shares at December 31, 2019 was determined based on significant inputs that were not observable in the market, referred to as level 3 inputs. The valuation was performed using a Black-Derman-Troy (“BDT”) lattice model, which takes into account the purchase terms and various probability-weighted redemption and payback scenarios that impact the return on investment. Key inputs to the BDT model included, most notably, the probability (1) of Biohaven’s pipeline product, rimegepant, being approved by the FDA by specific dates, (2) of a Change of Control event by specific dates, and (3) that Biohaven will elect to redeem the Series A Biohaven Preferred Shares for a lump sum payment as opposed to payback over time. Probabilities for the above considerations were developed by our Research team, who have significant healthcare and finance expertise to make such assessments. The most critical assumption that impacted the valuation of our Series A Biohaven Preferred Shares at December 31, 2019 was the probability that rimegepant would be approved by the FDA. If the probability that such FDA approval occurs were reduced by 20%, the value of our Series A Biohaven Preferred Shares would not change materially at December 31, 2019. Assumptions used in the valuation model as of December 31, 2019 included the following significant unobservable inputs: • Change of Control probability on a quarterly basis (0%) • Likelihood of FDA approval (0%-86%) • Likelihood of FDA approval at the end of any given quarter by December 31, 2024 (Range: 0%-59%). Other financial instruments We use a third party pricing service for level 2 inputs used to value cash equivalents and short term investments, which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application and corroborative information. Warrants are valued using a Black-Scholes option pricing model which considers observable and unobservable inputs. Level 2 interest rate swaps are typically valued using counterparty confirmations, LIBOR yield curves and credit valuation adjustments. Financial assets not measured at fair value Financial royalty assets are measured and carried on the condensed consolidated balance sheets at amortized cost using the effective interest method. The current portion of financial royalty assets approximates fair value. The fair value of financial royalty assets is calculated by management using the forecasted royalty payments we expect to receive based on the projected product sales for all royalty bearing products as estimated by sell-side equity research analysts. These projected future royalty payments by asset are then discounted to a present value using appropriate individual discount rates. The fair value of our financial royalty assets is classified as level 3 within the fair value hierarchy since it is determined based upon inputs that are both significant and unobservable. Estimated fair values based on level 3 inputs and related carrying values for the non-current portion of our financial royalty assets as of September 30, 2020 and December 31, 2019 are presented below. (in thousands) September 30, 2020 December 31, 2019 Fair value Carrying value, net Fair value Carrying value, net Financial royalty assets, net $ 17,820,007 $ 11,927,576 $ 16,501,819 $ 10,842,052 |