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 June 30, 2021 and December 31, 2020, 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, treasury rate lock contracts, and, historically, our interest rate swap contracts. • Level 3: Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable. Our Level 3 assets consist of our investments in the Series A Biohaven Preferred Shares, Series B Biohaven Preferred Shares, the Series B Forwards and the Development Funding Bond Forward. See Note 3–Available for Sale Debt Securities for a description of these investments. 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 June 30, 2021 and December 31, 2020 (in thousands): As of June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 510,092 $ — $ — $ 510,092 Certificates of deposit — 10,001 — 10,001 Marketable securities Commercial paper — 165,658 — 165,658 Certificates of deposit — 677,027 — 677,027 Available for sale debt securities — — 68,702 68,702 Treasury rate lock contracts (1) — 616 — 616 Total current assets $ 510,092 $ 853,302 $ 68,702 $ 1,432,096 Equity securities $ 184,042 $ — $ — $ 184,042 Available for sale debt securities — — 171,698 171,698 Forwards (2) — — 30,800 30,800 Warrant (3) — 1,944 — 1,944 Total non-current assets $ 184,042 $ 1,944 $ 202,498 $ 388,484 Liabilities: Treasury rate lock contracts (1) — 1,584 — 1,584 Total current liabilities $ — $ 1,584 $ — $ 1,584 (1) The treasury rate lock contracts are recorded by counterparty within Other current assets and Other current liabilities in the condensed consolidated balance sheet as of June 30, 2021, respectively. See Note 4–Derivative Instruments for additional discussion. (2) The Series B Forwards and the Development Funding Bond Forward, recorded within Available for sale debt securities in the condensed consolidated balance sheet as of June 30, 2021, relate to our obligation to fund the acquisition of the Series B Biohaven Preferred Shares and $150 million of the Morphosys Development Funding Bonds, respectively. See Note 3–Available for Sale Debt Securities for additional discussion. (3) Related to the Epizyme transaction as described in Note 4–Derivative Instruments and recorded in Other assets in the condensed consolidated balance sheet as of June 30, 2021. For the three and six months ended June 30, 2021, we recognized an unrealized gain of $28.3 million and unrealized loss of $10.7 million on equity securities still held as of June 30, 2021, respectively. For the three and six months ended June 30, 2020, we recognized an unrealized gain of $48.5 million and an unrealized loss of $57.5 million on equity securities still held as of June 30, 2021, respectively. As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ 24,302 $ — $ — $ 24,302 Commercial paper — 77,176 — 77,176 Certificates of deposit — 74,502 — 74,502 Marketable securities Corporate debt securities — 32,754 — 32,754 Commercial paper — 444,554 — 444,554 Certificates of deposit — 505,971 — 505,971 Available for sale debt securities — — 69,984 69,984 Total current assets $ 24,302 $ 1,134,957 $ 69,984 $ 1,229,243 Equity securities (1) $ 298,689 $ — $ — $ 298,689 Available for sale debt securities — — 144,416 144,416 Forwards (2) — — 18,600 18,600 Warrant (3) — 5,439 — 5,439 Total non-current assets $ 298,689 $ 5,439 $ 163,016 $ 467,144 (1) Upon Gilead’s acquisition of Immunomedics in October 2020, our investment in Immunomedics common stock was redeemed, resulting in a gain of $292.3 million recognized within ( Gain)/loss on equity securities in the year ended December 31, 2020. (2) The Series B Forwards, recorded within Available for sale debt securities in the condensed consolidated balance sheet as of December 31, 2020, relate to our obligation to fund the acquisition of the Series B Biohaven Preferred Shares. (3) Related to the Epizyme transaction as described in Note 4–Derivative Instruments and recorded in Other assets in the condensed consolidated balance sheet as of December 31, 2020. The tables presented below summarize the change in the combined carrying value (current and non-current) of Level 3 financial instruments, which relate to available for sale debt securities and forwards (in thousands). For the three months ended For the six months ended 2021 2020 2021 2020 Debt Securities Balance at the beginning of the period $ 226,800 $ — $ 214,400 $ 131,280 Purchases 17,585 — 35,170 — Unrealized gains on available for sale debt securities (1) 6,525 — 11,650 52,725 Settlement of forwards (2) 5,115 — 10,430 — Transfer to Level 2 — — — (184,005) Redemption (15,625) — (31,250) — Balance at the end of the period $ 240,400 $ — $ 240,400 $ — For the three months ended For the six months ended 2021 2020 2021 2020 Forwards Balance at the beginning of the period $ 22,400 $ — $ 18,600 $ — Unrealized gains included in earnings (3) 13,515 — 22,630 — Settlement of forwards (2) (5,115) — (10,430) — Balance at the end of the period $ 30,800 $ — $ 30,800 $ — (1) The unrealized change in the fair value of the Series A Biohaven Preferred Shares is recorded in other comprehensive income within Unrealized gain on available for sale debt securities while the unrealized change in the fair value of the Series B Biohaven Preferred Shares is recorded in earnings within Unrealized gain on available for sale debt securities on the condensed consolidated statements of comprehensive income. (2) Reflects the fair value attributed to the Series B Forwards that were settled in the period as the Series B Biohaven Preferred Shares were acquired, which is included in the fair value of the Series B Biohaven Preferred Shares. See Note 3–Available for Sale Debt Securities. (3) Recorded in earnings within Unrealized gain on available for sale debt securities on the condensed consolidated statements of comprehensive income. 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 as of June 30, 2021 and December 31, 2020 was based on the cash flows due to us from Biohaven of two times (2x) the original purchase price of the Series A Biohaven Preferred Shares payable in equal quarterly installments of $15.6 million following the FDA approval and starting one-year after FDA approval, through December 31, 2024. The FDA approved Nurtec ODT (rimegepant) in February 2020, at which point we became entitled to receive a fixed payment amount of $250.0 million payable in equal quarterly payments from March 31, 2021 through December 31, 2024. The fair value of the Series A Biohaven Preferred Shares as of June 30, 2021 and December 31, 2020 was calculated using probability-adjusted discounted cash flow calculations incorporating Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates and the probability of a change of control event occurring during the investment term, which would result in accelerated payments and redemptions. Assessing the probability that there will be a change of control event over a four-year time period and developing a risk-adjusted discount rate requires significant judgement. Our estimate of a risk adjusted discount rate of 7.1% as of June 30, 2021 and 8.3% as of December 31, 2020 could reasonably be different than the discount rate selected by a market participant in the event of a sale of the Series A Biohaven Preferred Shares, which would mean that the estimated fair value could be significantly higher or lower. Our investment in the Series A Biohaven Preferred Shares was transferred from a Level 3 asset to a Level 2 asset in February 2020, when Nurtec ODT (rimegepant) received FDA approval, at which time we began using a discounted cash flow analysis that relied on observable inputs. During the three months ended December 31, 2020, information pertaining to Biohaven’s issuance of debt and its effective interest rate became available and we refined our valuation of the Series A Biohaven Preferred shares as of December 31, 2020 to incorporate this significant unobservable input. As a result, we reclassified the investment from a Level 2 to a Level 3 asset during the three months ended December 31, 2020. Investment in Series B Biohaven Preferred Shares The fair value of the Series B Biohaven Preferred Shares as of June 30, 2021 and the fair value of the Series B Forwards as of June 30, 2021 and December 31, 2020 were based on probability-adjusted discounted cash flow calculations using Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates and the probability that there will be a change of control event in different periods of time, which would result in accelerated payments and redemptions. Assessing the probability that there will be a change of control event over a 10-year time period and developing a risk-adjusted discount rate requires significant judgement. Our expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than the timing of an actual change of control event, and if so, would mean that the estimated fair value could be significantly higher or lower than the fair value determined by management at any particular date. Our estimate of a risk adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the Series B Biohaven Preferred Shares or the Series B Forwards, which would mean that the estimated fair value could be significantly higher or lower. MorphoSys Development Funding Bonds The fair value of the Development Funding Bond Forward as of June 30, 2021 was based on a discounted cash flow calculation using an estimated risk-adjusted discount rate, which is a Level 3 fair value input. Our estimate of a risk adjusted discount rate could reasonably be different than the discount rate selected by a market participant in the event of a sale of the instrument, which would mean that the estimated fair value could be significantly higher or lower. We have elected the fair value option to account for the Development Funding Bond Forward as it most accurately reflects the nature of the instrument. Other financial instruments We use third party pricing services for Level 2 inputs used to value cash equivalents, marketable securities, treasury rate lock contracts and borrowings, which provide 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. 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’ consensus forecasts. 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 June 30, 2021 and December 31, 2020 are presented below (in thousands). June 30, 2021 December 31, 2020 Fair value Carrying value, net Fair value Carrying value, net Financial royalty assets, net $ 19,082,368 $ 12,932,077 $ 18,718,179 $ 12,368,084 |