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, 2024 As of December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 581,666 $ — $ — $ 581,666 $ 157,420 $ — $ — $ 157,420 Available for sale debt securities (2) — — 29,000 29,000 — — 18,300 18,300 Total current assets $ 581,666 $ — $ 29,000 $ 610,666 $ 157,420 $ — $ 18,300 $ 175,720 Equity securities (3) 277,217 — — 277,217 199,190 — 297 199,487 Available for sale debt securities (2) — — 473,700 473,700 — — 437,100 437,100 Royalty at fair value (3) — — — — — — 1,778 1,778 Total non-current assets $ 277,217 $ — $ 473,700 $ 750,917 $ 199,190 $ — $ 439,175 $ 638,365 Liabilities: Funding commitments (4) — — (3,220) (3,220) — — (900) (900) Total non-current liabilities $ — $ — $ (3,220) $ (3,220) $ — $ — $ (900) $ (900) (1) Recorded within Cash and cash equivalents on the condensed consolidated balance sheets. (2) Reflects the fair value of the Development Funding Bonds and the funded Cytokinetics Commercial Launch Funding. (3) Fair values reflected within Level 3 are related to equity securities and a revenue participation right acquired from ApiJect Holdings, Inc. (“ApiJect”). We estimated the fair values related to both instruments using a discounted cash flow with Level 3 inputs including forecasted cash flows and the weighted average cost of capital. The revenue participation right was recorded within Other assets on the condensed consolidated balance sheet as of December 31, 2023. See Note 7–Non-Consolidated Affiliates for additional discussion. (4) Related to the fair value of the Cytokinetics Funding Commitments recorded within Other liabilities on the condensed consolidated balance sheets. For the first quarter of 2024 and 2023, we recognized gains of $77.7 million and losses of $10.8 million, respectively, on equity securities still held as of March 31, 2024. 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, 2024 Equity Securities Debt Securities Funding Commitments Royalty at Fair Value Balance at the beginning of the period $ 297 $ 455,400 $ (900) $ 1,778 Losses on equity securities (297) — — — Gains/(losses) on available for sale debt securities included in earnings — 48,740 (2,320) — Other non-operating expense — — — (1,778) Redemptions (1) — (1,440) — — Balance at the end of the period $ — $ 502,700 $ (3,220) $ — (1) Amount relates to the quarterly repayment from the first tranche of the Cytokinetics Commercial Launch Funding. For the Three Months Ended March 31, 2023 Equity Securities Debt Securities Funding Commitments Derivative Instruments (1) 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) Settlements — — — (94,320) — Balance at the end of the period $ 8,035 $ 269,700 $ (12,300) $ 9,380 $ 14,244 (1) Represents the embedded derivative instruments related to our option to accelerate the zavegepant milestone payments into a single payment. In March 2023, the U.S. Food and Drug Administration (“FDA”) approved Zavzpret, the intranasal formulation of zavegepant, and we received a $475 million milestone payment which resulted in partial settlement of the derivative instruments. Valuation Inputs for Recurring Fair Value Measurements Below is a discussion of the valuation inputs used for financial instruments classified as Level 3 measurement as of March 31, 2024 and December 31, 2023 in the fair value hierarchy. As of March 31, 2024 and December 31, 2023, we did not have any financial instruments recorded at fair value using Level 2 inputs. Cytokinetics Commercial Launch Funding and Cytokinetics Funding Commitments We estimated the fair value of the funded Cytokinetics Commercial Launch Funding as of March 31, 2024 and December 31, 2023 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, 2024 and December 31, 2023 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, 2024 and December 31, 2023, this methodology incorporates Level 3 fair value measurements and inputs, including the probability of a change of control event occurring during the investment term, an assumed interest rate volatility of 37.5% as of each date and an assumed risk-adjusted discount rate of 11.7% and 10.9%, 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 expectation of the probability and timing of the occurrence of a change of control event, 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 We estimated the fair value of the Development Funding Bonds as of March 31, 2024 and December 31, 2023 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. 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. Financial royalty assets do not include development stage products for which the purchase price was expensed as upfront research and development (“R&D”) upon acquisition, or for which we provide and expense ongoing R&D funding. Refer to Note 8–Research and Development Funding Expense for additional discussion. The fair value of financial royalty assets is classified as Level 3 within the fair value hierarchy since it is determined based on inputs that are both significant and unobservable. Management calculates the fair value of financial royalty assets using forecasted royalty receipts 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 receipts by asset, along with any projected incoming or outgoing milestone payments, are then discounted to a present value using appropriate individual discount rates. The current portion of financial royalty assets included approximately 13.2% and 10.1% attributable to legacy non-controlling interests as of March 31, 2024 and December 31, 2023, respectively. The fair value of the non-current portion of financial royalty assets included approximately 9.2% and 9.4% attributable to legacy non-controlling interests as of March 31, 2024 and December 31, 2023, respectively. The estimated fair values and related carrying values of the current and non-current portions of financial royalty assets are presented below (in thousands): As of March 31, 2024 As of December 31, 2023 Financial Royalty Assets Fair Value Carrying Value, Net Fair Value Carrying Value, Net Current $ 660,482 $ 660,482 $ 738,438 $ 738,438 Non-current 18,546,190 13,465,407 19,077,706 14,088,655 Total financial royalty assets $ 19,206,672 $ 14,125,889 $ 19,816,144 $ 14,827,093 |