Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments 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 by level within the fair value hierarchy (in thousands): As of March 31, 2023 As of December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 1,213,033 $ — $ — $ 1,213,033 $ 5,068 $ — $ — $ 5,068 Marketable securities Certificates of deposit — — — — — 11,501 — 11,501 U.S. government securities — — — — — 12,920 — 12,920 Available for sale debt securities (2) — — 2,500 2,500 — — 1,300 1,300 Derivative instruments (3) — — — — — — 86,150 86,150 Total current assets $ 1,213,033 $ — $ 2,500 $ 1,215,533 $ 5,068 $ 24,421 $ 87,450 $ 116,939 Equity securities 93,494 — 8,035 101,529 103,876 — 8,472 112,348 Available for sale debt securities (2) — — 267,200 267,200 — — 226,300 226,300 Derivative instruments (3) — — 9,380 9,380 — — 10,460 10,460 Royalty at fair value (4) — — 14,244 14,244 — — 14,500 14,500 Total non-current assets $ 93,494 $ — $ 298,859 $ 392,353 $ 103,876 $ — $ 259,732 $ 363,608 Liabilities: Funding commitments (5) — — (12,300) (12,300) — — (2,500) (2,500) Total non-current liabilities $ — $ — $ (12,300) $ (12,300) $ — $ — $ (2,500) $ (2,500) (1) Recorded within Cash and cash equivalents on the condensed consolidated balance sheets. (2) Reflect the fair values of the Development Funding Bonds and the funded portion of the Cytokinetics Commercial Launch Funding. (3) Reflect the fair value of the Milestone Acceleration Option Other assets as of March 31, 2023 and within Other assets and Other current assets as of December 31, 2022 on the condensed consolidated balance sheets. (4) Recorded within Other assets on the condensed consolidated balance sheets. See Note 7–Non-Consolidated Affiliates for additional discussion. (5) Related to the fair value of the Cytokinetics Funding Commitments which was recorded within Other liabilities on the condensed consolidated balance sheets. For the first quarter of 2023 and 2022, we recognized losses of $10.8 million and gains of $5.5 million, respectively, on equity securities still held as of March 31, 2023. The tables presented below summarize the change in the combined fair value (current and non-current) of Level 3 financial instruments (in thousands): For the Three Months Ended March 31, 2023 Equity Securities Debt Securities Funding Commitments Derivative Instruments Royalty at Fair Value Balance at the beginning of the period $ 8,472 $ 227,600 $ (2,500) $ 96,610 $ 14,500 Losses on equity securities (437) — — — — Gains on derivative financial instruments — — — 7,090 — Gains/(losses) on available for sale debt securities included in earnings — 42,100 (9,800) — — Other non-operating expense — — — — (256) Settlement (1) — — — (94,320) — Balance at the end of the period $ 8,035 $ 269,700 $ (12,300) $ 9,380 $ 14,244 (1) Represents the fair value of the Milestone Acceleration Option (defined below) attributable to the intranasal indication of zavegepant which was settled when the U.S. Food and Drug Administration (“FDA”) approved Zavzpret in March 2023. For the Three Months Ended March 31, 2022 Equity Securities Debt Securities Forwards Funding Commitments Balance at the beginning of the period $ 43,013 $ 253,700 $ 16,700 $ — Purchases — 64,579 — — Gains/(losses) on initial recognition (1) — 9,400 — (9,400) Gains on equity securities 19,525 — — — Unrealized gains on available for sale debt securities included in other comprehensive losses — 1,625 — — (Losses)/gains on available for sale debt securities included in earnings — (1,600) (15,979) 1,000 Settlements (2) — 1,921 (1,921) — Redemptions — (15,625) — — Balance at the end of the period $ 62,538 $ 314,000 $ (1,200) $ (8,400) (1) Represents the purchase price allocation to arrive at the appropriate fair value on initial recognition. (2) Reflects the fair value attributed to our commitment to purchase Series B Biohaven Preferred Shares that were settled simultaneously with the acquisition of the Series B Biohaven Preferred Shares in the first quarter of 2022. Following Pfizer’s acquisition of Biohaven in October 2022, we purchased all remaining unissued Series B Biohaven Preferred Shares and we received accelerated redemption payments for all outstanding Series B Biohaven Preferred Shares. 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 as of March 31, 2023 and December 31, 2022 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 March 31, 2023 and December 31, 2022 of the equity securities and revenue participation right that we acquired from ApiJect Holdings, Inc. (“ApiJect”), a private company. 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, which would mean that the estimated fair value could be significantly higher or lower. Refer to Note 7–Non-Consolidated Affiliates for additional discussion. Cytokinetics Commercial Launch Funding and Cytokinetics Funding Commitments We estimated the fair value of the funded Cytokinetics Commercial Launch Funding as of March 31, 2023 and December 31, 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 require 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 March 31, 2023 and December 31, 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. As of March 31, 2023 and December 31, 2022, 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 15.9% and 13.5%, respectively. 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. MorphoSys Development Funding Bonds The fair value of the Development Funding Bonds as of March 31, 2023 and December 31, 2022, was based on a discounted cash flow calculation using estimated risk-adjusted discount rates, which are Level 3 fair value inputs. Our estimate of the risk adjusted discount rates could reasonably be different than the discount rates selected 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 to fund the development of zavegepant and the commercialization of Nurtec ODT in exchange for royalties and success-based milestones payable over time. Upon a change of control event, we had the option to cause Biohaven to accelerate the payment of the zavegepant milestone payments, if triggered, in a lump sum amount (“Milestone Acceleration Option”). The Milestone Acceleration Option is an embedded derivative instrument for which the associated fair value was not material prior to the second quarter of 2022, when Pfizer announced its intended acquisition of Biohaven. On October 3, 2022, Pfizer acquired Biohaven and we elected to accelerate the zavegepant success-based milestone payments in a lump sum amount. In March 2023, the FDA approved Zavzpret (zavegepant), a calcitonin gene-related peptide receptor antagonist nasal spray for the acute treatment of migraine with or without aura in adults, which triggered a milestone payment of $475 million that we received in the same month and resulted in a partial settlement of the derivative instrument. The remaining fair value of the Milestone Acceleration Option as of March 31, 2023 was related to the oral indication of zavegepant. We estimated the fair value of the Milestone Acceleration Option as of March 31, 2023 and December 31, 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 rate which was primarily based on Pfizer’s cost of debt and management’s estimated probabilities of achieving the success-based milestones. Assessing the likelihood that the success-based milestones are achieved over the duration of the Milestone Acceleration Option and developing a risk-adjusted discount rate require significant judgement. Our estimate of a risk adjusted discount rate and the probabilities of achieving marketing approval 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 As of March 31, 2023, we did not have any financial instruments recorded at fair value using Level 2 inputs. As of December 31, 2022, financial instruments whose fair values are measured on a recurring basis using Level 2 inputs primarily consist of 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 provide quoted market prices in active markets for 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 which are estimated using sell-side equity research analysts’ consensus sales forecasts. 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. The estimated fair values and related carrying values of the non-current portion of financial royalty assets as of March 31, 2023 and December 31, 2022 are presented below (in thousands): As of March 31, 2023 As of December 31, 2022 Fair Value Carrying Value, net Fair Value Carrying Value, net Financial royalty assets, net $ 18,053,990 $ 13,661,816 $ 17,314,094 $ 13,493,106 |