Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair Value Hierarchy We determine the fair value of assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value as follows: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2: Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly. • Level 3: Prices or valuation that require inputs that are both significant to the fair value measurement and unobservable. Our financial instruments consist primarily of cash and cash equivalents, marketable securities, equity securities, derivatives, available for sale debt securities, royalty interests and long-term debt. Cash and cash equivalents, marketable securities, equity securities, derivatives, available for sale debt securities and certain royalty interests are reported at their respective fair values on our condensed consolidated balance sheets. 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. Outstanding borrowings and non-current financial royalty assets are reported at their amortized costs on our condensed consolidated balance sheets, for which fair values are disclosed. The remaining financial instruments are reported on our condensed consolidated balance sheets at amounts that approximate fair values. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes assets and liabilities measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above (in thousands): As of September 30, 2022 As of December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents Money market funds $ — $ — $ — $ — $ 598,253 $ — $ — $ 598,253 Commercial paper — — — — — 13,997 — 13,997 Certificates of deposit — — — — — 40,954 — 40,954 Marketable securities Commercial paper — 27,750 — 27,750 — 207,457 — 207,457 Certificates of deposit — 88,087 — 88,087 — 374,415 — 374,415 U.S. government securities — 24,089 — 24,089 — — — — Available for sale debt securities Debt securities (1) — — 343,031 343,031 — — 66,000 66,000 Forwards (2) — — 66,316 66,316 — — — — Derivative instruments (3) — — 84,860 84,860 — — — — Total current assets $ — $ 139,926 $ 494,207 $ 634,133 $ 598,253 $ 636,823 $ 66,000 $ 1,301,076 Equity securities 244,524 — 18,296 262,820 226,787 — 43,013 269,800 Available for sale debt securities Debt securities (1) — — 339,800 339,800 — — 187,700 187,700 Forwards (2) — — — — — — 16,700 16,700 Derivative instruments (3) — — 12,730 12,730 — — — — Royalty at fair value (4) — — 13,937 13,937 — — — — Total non-current assets $ 244,524 $ — $ 384,763 $ 629,287 $ 226,787 $ — $ 247,413 $ 474,200 Liabilities: Available for sale debt securities Funding commitments (5) — — (9,900) (9,900) — — — — Total non-current liabilities $ — $ — $ (9,900) $ (9,900) $ — $ — $ — $ — (1) Reflects the fair value of the Series A Biohaven Preferred Shares and Series B Biohaven Preferred Shares. As of September 30, 2022, amounts also include the fair value of the funded portion of the Cytokinetics Commercial Launch Funding and the Development Funding Bonds. (2) Reflects the fair value of our obligations to fund the acquisitions of the Series B Biohaven Preferred Shares as recorded within current assets as of September 30, 2022 and within non-current assets as of December 31, 2021. As of December 31, 2021, the amount also reflects the fair value of our obligations to fund the Development Funding Bonds as recorded within non-current assets. (3) Related to the Milestone Acceleration Option (defined below) recorded within Other current assets and Other assets on the condensed consolidated balance sheet. (4) Recorded within Other assets on the condensed consolidated balance sheet. See Note 8–Non-Consolidated Affiliates for additional discussion. (5) Related to the fair value of the Cytokinetics Funding Commitments as reflected within Other liabilities on the condensed consolidated balance sheet. For the three and nine months ended September 30, 2022, we recognized gains of $5.2 million and losses of $12.8 million, respectively, on equity securities still held as of September 30, 2022. For the three and nine months ended September 30, 2021, we recognized gains of $10.0 million and $22.6 million, respectively, on equity securities still held as of September 30, 2022. The tables presented below summarize the change in the combined fair value (current and non-current) of Level 3 financial instruments, which relate to equity securities, a royalty interest, derivative instruments and available for sale debt securities, including the underlying securities, forwards and funding commitments (in thousands): For the Three Months Ended September 30, 2022 For the Three Months Ended September 30, 2021 Equity Securities Debt Securities Forwards Funding Commitments Derivative Instruments Royalty at Fair Value Debt Securities Forwards Balance at the beginning of the period $ 28,785 $ 363,000 $ 28,100 $ (8,100) $ 71,800 $ 21,215 $ 240,400 $ 30,800 Purchases — 314,579 — — — — 17,585 — Losses on initial recognition (1) — (8,800) — — — — — — Losses on equity securities (10,489) — — — — — — — Gains on derivative financial instruments — — — — 25,790 — — — Unrealized gains/(losses) on available for sale debt securities included in other comprehensive income/(losses) (2) — 13,050 — — — — (2,575) — Gains/(losses) on available for sale debt securities included in earnings (3) — 14,200 40,643 (1,800) — — (200) (14,685) Other non-operating expense — — — — — (7,278) — — Settlement of forwards (4) — 2,427 (2,427) — — — 4,215 (4,215) Redemption of debt securities — (15,625) — — — — (15,625) — Balance at the end of the period $ 18,296 $ 682,831 $ 66,316 $ (9,900) $ 97,590 $ 13,937 $ 243,800 $ 11,900 (1) Represents the difference in (a) the fair value of the Additional Funding (as defined above) of the Development Funding Bonds and (b) the actual additional funded amount of $150 million. Refer to footnote (3) below for discussion on the change in fair value of the Development Funding Bond Forward. (2) Related to Series A Biohaven Preferred Shares. (3) Amounts reflect changes in the fair values of the Series B Biohaven Preferred Shares, Series B Forwards, and Development Funding Bond Forward. For the three months ended September 30, 2022, amounts also reflect the change in the fair value of the funded portion of the Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments. (4) Amounts reflect the fair value attributed to the Series B Forwards that were settled as we acquired the Series B Biohaven Preferred Shares, which is included in the fair value of the Series B Biohaven Preferred Shares. Amounts also reflect the fair value attributed to the Development Funding Bond Forward that was settled upon funding the Development Funding Bonds in the three months ended September 30, 2022, which is included in the fair value of the Development Funding Bonds. For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021 Equity Securities Debt Securities Forwards Funding Commitments Derivative Instruments Royalty at Fair Value Debt Securities Forwards Balance at the beginning of the period $ 43,013 $ 253,700 $ 16,700 $ — $ — $ — $ 214,400 $ 18,600 Purchases 28,785 393,737 — — — 21,215 52,755 — Gains/(losses) on initial recognition (1) — 600 — (9,400) — — — — Losses on equity securities (12,810) — — — — — — — Gains on derivative financial instruments — — — — 97,590 — — — Unrealized gains on available for sale debt securities included in other comprehensive losses (2) — 24,000 — — — — 8,574 — Gains/(losses) on available for sale debt securities included in earnings (3) — 44,400 62,885 (500) — — 301 7,945 Other non-operating expense — — — — — (7,278) — — Settlement of forwards (4) — 13,269 (13,269) — — — 14,645 (14,645) Transfer out of Level 3 (5) (40,692) — — — — — — — Redemption of debt securities — (46,875) — — — — (46,875) — Balance at the end of the period $ 18,296 $ 682,831 $ 66,316 $ (9,900) $ 97,590 $ 13,937 $ 243,800 $ 11,900 (1) Represents purchase price allocation to arrive at the appropriate fair value on initial recognition. Amounts also represent the difference in (a) the fair value of the Additional Funding (as defined above) of the Development Funding Bonds and (b) the actual additional funded amount of $150 million. Refer to footnote (3) below for discussion on the change in fair value of the Development Funding Bond Forward. (2) Related to Series A Biohaven Preferred Shares. (3) Amounts reflect changes in the fair values of the Series B Biohaven Preferred Shares, Series B Forwards and Development Funding Bond Forward. For the nine months ended September 30, 2022, amounts also reflect the change in the fair value of the funded portion of the Cytokinetics Commercial Launch Funding and the Cytokinetics Funding Commitments. (4) Amounts reflect the fair value attributed to the Series B Forwards that were settled as we acquired the Series B Biohaven Preferred Shares, which is included in the fair value of the Series B Biohaven Preferred Shares. Amounts also reflect the fair value attributed to the Development Funding Bond Forward that was settled upon funding the Development Funding Bonds in the three months ended September 30, 2022, which is included in the fair value of the Development Funding Bonds. (5) Related to transfer restriction expiration of BioCryst common stock. Valuation Inputs for Recurring Fair Value Measurements 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. ApiJect Investment We utilized the discounted cash flow method using Level 3 inputs, including forecasted cash flows and the weighted average cost of capital, to estimate the fair value as of September 30, 2022 of the equity securities and revenue participation right that we acquired from ApiJect Holdings, Inc. (“ApiJect”), a private company, in April 2022. Our estimate of the forecasted cash flows and the weighted average cost of capital could reasonably be different than those selected by a market participant in the event of a sale of the instruments, which would mean that the estimated fair value could be significantly higher or lower. Refer to Note 8–Non-Consolidated Affiliates for additional discussion. Cytokinetics Commercial Launch Funding We estimated the fair value of the funded Cytokinetics Commercial Launch Funding as of September 30, 2022 by utilizing probability-adjusted discounted cash flow calculations using Level 3 inputs, including an estimated risk-adjusted discount rate and the probability that there will be a change of control event, which would result in accelerated payments. Developing a risk-adjusted discount rate and assessing the probability that there will be a change of control event over the duration of the Cytokinetics Commercial Launch Funding requires significant judgement. Our estimate of the risk-adjusted discount rate could reasonably be different than the discount rate selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. 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. We estimated the fair value of the Cytokinetics Funding Commitments as of September 30, 2022 using a Monte Carlo simulation methodology that includes simulating the interest rate movements using a Geometric Brownian Motion-based pricing model. This methodology simulates the likelihood of future discount rates exceeding the counterparty’s assumed cost of debt, which would impact Cytokinetics’ decision to exercise its option to draw on each respective tranche. This methodology incorporates Level 3 fair value measurements and inputs, including an assumed interest rate volatility of 30% and an assumed risk-adjusted discount rate of 17.9%. We also assumed probabilities for the occurrence of each regulatory or clinical milestone, which impacts the availability of each future tranche of funding. Our estimate of the risk-adjusted discount rate, the interest rate volatility and the probabilities of each underlying milestone could reasonably be different than the assumptions selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. BioCryst Common Stock In November 2021, we purchased 3,846 thousand shares of common stock of BioCryst Pharmaceuticals, Inc. (“BioCryst”), calculated based on the volume-weighted average price of BioCryst’s common stock over a period preceding the closing of the transaction. As part of the transaction, we were restricted from selling the BioCryst common stock for six months following the close of the transaction. We determined the fair value of the BioCryst common stock as of December 31, 2021 based on the closing stock price and adjusted for the transfer restriction, which was determined by calculating the value of a put option over the BioCryst common stock to match the duration of the transfer restriction. This methodology incorporated Level 3 inputs, including the estimated volatility of the BioCryst common stock, which required the use of significant judgement. Our estimated volatility could be reasonably different than the actual volatility of BioCryst’s common stock, which would mean that the estimated fair value for the BioCryst common stock could be significantly higher or lower than the fair value determined by management at any particular date. The transfer restriction expired and the BioCryst common stock was transferred from a Level 3 to a Level 1 asset during the three months ended June 30, 2022. MorphoSys Development Funding Bonds The fair value of the Development Funding Bonds and the Development Funding Bond Forward as of September 30, 2022 and December 31, 2021, respectively, 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. During the three months ended September 30, 2022, the Development Funding Bond Forward was settled upon funding the Development Funding Bonds. Series A Biohaven Preferred Shares The fair value of the Series A Biohaven Preferred Shares as of September 30, 2022 and December 31, 2021 was based on the cash flows due to us from Biohaven of two times 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 the three months ended December 31, 2024. When the FDA approved Nurtec ODT in February 2020, we became entitled to receive a fixed payment amount of $250 million payable in equal quarterly payments between the three months ended March 31, 2021 and the three months ended December 31, 2024. We estimated the fair value of the Series A Biohaven Preferred Shares as of September 30, 2022 and December 31, 2021 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. As of September 30, 2022, we estimated that a change of control event was imminent and, as such, we did not apply a discount rate. Our estimate of a risk adjusted discount rate was 9.5% as of December 31, 2021.Our estimated discount rate could reasonably be different than the discount rate selected by a market participant, which would mean that the estimated fair value could be significantly higher or lower. Series B Biohaven Preferred Shares The fair value of each of the Series B Biohaven Preferred Shares and Series B Forwards as of September 30, 2022 and December 31, 2021 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 the duration of the Series B Biohaven Preferred Shares and developing a risk-adjusted discount rate requires significant judgement. As of September 30, 2022, we estimated that a change of control event was imminent. Our estimate of a risk adjusted discount rate, expectation of the probability and timing of the occurrence of a change of control event could reasonably be different than those determined by a market participant, which would mean that the estimated fair value could be significantly higher or lower. Milestone Acceleration Option On August 7, 2020, we entered into an expanded funding agreement with Biohaven, including the Series B Biohaven Preferred Share Agreement, to fund the development of zavegepant and the commercialization of Nurtec ODT in exchange for royalties and success-based milestones payable over time. We exercised our right to accelerate outstanding zavegepant milestone payments in a lump sum amount (“Milestone Acceleration Option”) in connection with Pfizer’s acquisition of Biohaven. The Milestone Acceleration Option is an embedded derivative instrument for which the associated fair value was not material prior to three months ended June 30, 2022, when Pfizer announced its intended acquisition of Biohaven. As of September 30, 2022, the fair value of the Milestone Acceleration Option was $97.6 million, of which $84.9 million was recorded within Other current assets and $12.7 million was recorded within Other assets on the condensed consolidated balance sheet. For the three and nine months ended September 30, 2022, we recorded unrealized gains of $25.8 million and $97.6 million, respectively, related to the change in the fair value of the Milestone Acceleration Option within (Gains)/losses on derivative financial instruments in the condensed consolidated statements of operations. We estimated the fair value of the Milestone Acceleration Option as of September 30, 2022 using the “with-and-without” methodology, which is a variation of the income approach and is based on the difference between cash flows for two different scenarios. The prospective cash flows for the success-based milestone payments include the Milestone Acceleration Option in the first scenario. For the second scenario, the prospective cash flows are estimated assuming they remain payable over time. The difference between the fair value of these two scenarios represents the fair value of the Milestone Acceleration Option. This methodology includes the use of Level 3 fair value measurements and inputs, including estimated risk-adjusted discount rates, estimated probabilities of achieving the success-based milestones, and the probability that there will be a change of control event in different periods of time, which would result in accelerated milestone payments. Assessing the probability that there will be a change of control event, the likelihood that the success-based milestones are achieved over the duration of the Milestone Acceleration Option and developing a risk-adjusted discount rate requires significant judgement; however, as of September 30, 2022, we estimated that a change of control was imminent. Our estimate of a risk adjusted discount rate, probabilities of achieving marketing approval, and the probability and timing of the occurrence of a change of control event could reasonably be different than those determined by a market participant, which would mean that the estimated fair value could be significantly higher or lower. Other Financial Instruments Financial instruments whose fair values are measured on a recurring basis using Level 2 inputs primarily consist of commercial paper, certificates of deposit and U.S. government securities. We measure the fair value of these financial instruments with the help of third-party pricing services that either provide quoted market prices in active markets for identical or similar securities or observable inputs for their pricing without applying significant 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. Management calculates the fair value of financial royalty assets using the forecasted royalty payments that are expected to be received based on the projected product sales for all royalty bearing products as estimated by sell-side equity research analysts’ consensus sales forecasts. Where such consensus sales forecasts are not available, management uses reasonable judgment to make assumptions about the projected product sales. These projected future royalty payments by asset along with any projected incoming or outgoing milestone payments are then discounted to a present value using appropriate individual discount rates. The fair value of 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 financial royalty assets as of September 30, 2022 and December 31, 2021 are presented below (in thousands): As of September 30, 2022 As of December 31, 2021 Fair Value Carrying Value, net Fair Value Carrying Value, net Financial royalty assets, net $ 18,490,959 $ 14,287,399 $ 19,047,183 $ 13,718,245 |