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 September 30, 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) $ 354,930 $ — $ — $ 354,930 $ 157,420 $ — $ — $ 157,420 Available for sale debt securities (2) — — 48,500 48,500 — — 18,300 18,300 Total current assets $ 354,930 $ — $ 48,500 $ 403,430 $ 157,420 $ — $ 18,300 $ 175,720 Equity securities (3) 175,968 — 52,899 228,867 199,190 — 297 199,487 Available for sale debt securities (2) — — 657,300 657,300 — — 437,100 437,100 Derivative instrument (4) — — 21,000 21,000 — — — — Royalty at fair value (3) — — 5,323 5,323 — — 1,778 1,778 Total non-current assets $ 175,968 $ — $ 736,522 $ 912,490 $ 199,190 $ — $ 439,175 $ 638,365 Liabilities: Funding commitments (5) — — (4,600) (4,600) — — (900) (900) Total non-current liabilities $ — $ — $ (4,600) $ (4,600) $ — $ — $ (900) $ (900) (1) Recorded within Cash and cash equivalents on the condensed consolidated balance sheets. (2) Related to tranche one of the Cytokinetics Commercial Launch Funding and the MorphoSys Development Funding Bonds. As of September 30, 2024, amount also includes tranche six of the Cytokinetics Commercial Launch Funding and the Cytokinetics Development Funding. (3) The amounts reflected within Level 3 are related to equity securities and a revenue participation right acquired from ApiJect Holdings, Inc. (“ApiJect”), a private company. We estimated the fair values related to the instruments acquired from ApiJect 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 sheets. See Note 7–Non-Consolidated Affiliates for additional discussion. As of September 30, 2024, the amount reflected within Level 3 also includes the Cytokinetics common stock that we purchased as part of the expanded funding collaboration described in Note 3–Available for Sale Debt Securities. (4) Related to the Cytokinetics R&D Funding Derivative (as defined below) recorded within Other assets on the condensed consolidated balance sheet. (5) Related to the Cytokinetics Funding Commitments recorded within Other liabilities on the condensed consolidated balance sheets. For the third quarter and first nine months of 2024, we recognized gains of $50.8 million and $33.3 million, respectively, on equity securities still held as of September 30, 2024. For the third quarter and first nine months of 2023, we recognized gains of $4.7 million and $14.4 million, respectively, on equity securities still held as of September 30, 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 September 30, 2024 Equity Securities Debt Securities Funding Commitments Derivative Instrument (2) Royalty at Fair Value Balance at the beginning of the period $ 52,322 $ 668,400 $ (22,000) $ 18,000 $ 5,323 Gains on equity securities 577 — — — — Gains on derivative financial instruments — — — 3,000 — Gains on available for sale debt securities — 40,280 17,400 — — Redemption (1) — (2,880) — — — Balance at the end of the period $ 52,899 $ 705,800 $ (4,600) $ 21,000 $ 5,323 (1) Amount relates to the quarterly repayment on tranche one of the Cytokinetics Commercial Launch Funding. (2) Related to the Cytokinetics R&D Funding Derivative (as defined below). For the Three Months Ended September 30, 2023 Equity Securities Debt Securities Funding Commitments Derivative Instruments Royalty at Fair Value Balance at the beginning of the period $ 5,718 $ 348,800 $ (8,500) $ 8,680 $ 16,583 Losses on equity securities (1,546) — — — — Losses on derivative financial instruments — — — (8,680) — Gains/(losses) on available for sale debt securities — 10,100 (2,800) — — Other non-operating expense — — — — (252) Balance at the end of the period $ 4,172 $ 358,900 $ (11,300) $ — $ 16,331 For the Nine Months Ended September 30, 2024 Equity Securities Debt Securities Funding Commitments Derivative Instrument (3) Royalty at Fair Value Balance at the beginning of the period $ 297 $ 455,400 $ (900) $ — $ 1,778 Purchases 46,500 150,000 — 18,000 — Gains/(losses) on initial recognition (1) — 5,000 (5,000) — — Gains on equity securities 6,102 — — — — Gains on derivative financial instruments — — — 3,000 — Gains on available for sale debt securities — 102,600 1,300 — — Other non-operating income — — — — 3,545 Redemptions (2) — (7,200) — — — Balance at the end of the period $ 52,899 $ 705,800 $ (4,600) $ 21,000 $ 5,323 (1) Represents purchase price allocation to arrive at the appropriate fair value on initial recognition. (2) Amount relates to the quarterly repayment on tranche one of the Cytokinetics Commercial Launch Funding. (3) Related to the Cytokinetics R&D Funding Derivative (as defined below). For the Nine Months Ended September 30, 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 (4,300) — — — — Losses on derivative financial instruments — — — (2,290) — Gains/(losses) on available for sale debt securities — 131,300 (8,800) — — Other non-operating income — — — — 1,831 Settlements — — — (94,320) — Balance at the end of the period $ 4,172 $ 358,900 $ (11,300) $ — $ 16,331 (1) Represents the embedded derivative instruments related to our option to accelerate the zavegepant milestone payments into a single payment. In March 2023, the 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 September 30, 2024 and December 31, 2023 in the fair value hierarchy. As of September 30, 2024 and December 31, 2023, we did not have any financial instruments recorded at fair value using Level 2 inputs. Cytokinetics Common Stock In May 2024, we purchased approximately 980 thousand shares of Cytokinetics common stock. As part of the transaction, we are restricted from selling the Cytokinetics common stock for six months following the close of the transaction. The fair value of the Cytokinetics common stock as of September 30, 2024 was 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 Cytokinetics common stock to match the duration of the transfer restriction. This methodology incorporates Level 3 inputs, including the estimated volatility of the Cytokinetics common stock, which requires the use of significant judgement. Our estimated volatility could be reasonably different than the actual volatility for the Cytokinetics common stock which would mean that the estimated fair value for the Cytokinetics common stock could be significantly higher or lower than the fair value determined by management at any particular date. Cytokinetics Research & Development (“R&D”) Funding Derivative In May 2024, we funded $50 million upfront in exchange for a royalty on CK-586. We have an option to fund up to an additional $150 million for which we would be eligible to receive milestone payments of up to $150 million upon regulatory approvals and an incremental royalty on CK-586. Upon a change of control event, we have the option to cause Cytokinetics to pay us 1.5 times the initial and additional funding amounts in a lump sum to terminate our rights to receive royalties and milestone payments. Our funding arrangement on CK-586 is accounted for as a derivative instrument and is recorded at fair value (“Cytokinetics R&D Funding Derivative”). We estimated the fair value of the Cytokinetics R&D Funding Derivative as of September 30, 2024 by utilizing probability-adjusted discounted cash flow calculations using Level 3 inputs, including the probabilities of us exercising the additional funding option, regulatory approvals and the occurrence of a change of control event during the duration of the arrangement. We also assumed a risk-adjusted discount rate of 11.2% as of September 30, 2024. Our estimate of expectation of timing and probabilities of us exercising the additional funding option, regulatory approvals and a change of control event, the risk-adjusted discount rate and the interest rate volatility 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. Cytokinetics Funding Arrangements and Cytokinetics Funding Commitments We estimated the fair values of the funded Cytokinetics Funding Arrangements as of September 30, 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 Funding Arrangements 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 September 30, 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 September 30, 2024 and December 31, 2023, this methodology incorporates Level 3 inputs, including the probability of a change of control event occurring during the investment term, an assumed interest rate volatility of 40.0% and 37.5%, respectively, and an assumed risk-adjusted discount rate of 11.2% 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 MorphoSys Development Funding Bonds as of September 30, 2024 and December 31, 2023 based on a discounted cash flow calculation using estimated risk-adjusted discount rates, which are Level 3 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 our entire portfolio of investments, and specifically exclude the following: 1. development-stage product candidates where the funding was (i) expensed as upfront R&D upon acquisition (e.g., Trodelvy and Nurtec ODT), (ii) expensed as ongoing R&D (e.g., historically, Soliqua from our co-funding agreement with Sanofi) or (iii) treated as a derivative instrument (e.g., CK-586); and 2. contractual funding arrangements (e.g., the MorphoSys Development Funding Bonds and the Cytokinetics Funding Arrangements), which are accounted for as available for sale debt securities. 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. Of the current portion of financial royalty assets, approximately 9.8% and 10.1% was attributable to legacy non-controlling interests as of September 30, 2024 and December 31, 2023, respectively. The fair value of the non-current portion of financial royalty assets included approximately 8.1% and 9.4% attributable to legacy non-controlling interests as of September 30, 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 September 30, 2024 As of December 31, 2023 Financial Royalty Assets Fair Value Carrying Value, Net Fair Value Carrying Value, Net Current $ 765,773 $ 765,773 $ 738,438 $ 738,438 Non-current 20,909,498 14,968,074 19,077,706 14,088,655 Total $ 21,675,271 $ 15,733,847 $ 19,816,144 $ 14,827,093 |