Fair Value Measurements | 7. Fair Value Measurements The tables below present information about our assets and liabilities that are measured and carried at fair value on a recurring basis and indicate the level within the fair value hierarchy of the inputs we utilized to determine such fair values: As of June 30, 2023 (In thousands) Quoted Significant Significant Total Assets: Cash equivalents Money market funds $ 171,515 $ — $ — $ 171,515 Marketable securities (current) U.S. government agencies — 281,604 — 281,604 Commercial paper — 279,059 — 279,059 Marketable securities (non-current) U.S. government treasuries 16,044 — — 16,044 U.S. government agencies — 72,593 — 72,593 Restricted cash Money market account 1,960 — — 1,960 Total assets $ 189,519 $ 633,256 $ — $ 822,77 5 Liabilities: Financing liability, related party $ — $ — $ 56,155 $ 56,155 Financing liability — — 56,155 56,155 Total liabilities $ — $ — $ 112,310 $ 112,310 As of December 31, 2022 (In thousands) Quoted Significant Significant Total Assets: Cash equivalents Money market funds $ 136,521 $ — $ — $ 136,521 Marketable securities (current) U.S. government treasuries 103,238 — — 103,238 U.S. government agencies — 165,555 — 165,555 Corporate debt securities — 9,416 — 9,416 Commercial paper — 477,300 — 477,300 Marketable securities (non-current) U.S. government agencies — 58,126 — 58,126 Restricted cash Money market funds 1,867 — — 1,867 Total assets $ 241,626 $ 710,397 $ — $ 952,023 Liabilities: Financing liability, related party $ — $ — $ 28,674 $ 28,674 Financing liability — — 28,674 28,674 Total liabilities $ — $ — $ 57,348 $ 57,348 There have been no changes in valuation techniques, inputs utilized or transfers between fair measurement levels in the periods presented. The fair value of our Level 2 instruments were determined using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly. We validate the prices provided by our third-party pricing services by understanding the models used, obtaining market values from other pricing sources and analyzing pricing data in certain instances. After completing our validation procedures, we did not adjust or override any fair value measurements provided by our pricing services as of June 30, 2023 and December 31, 2022. The carrying amounts reflected in our condensed consolidated balance sheets for our cash and cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities approximate fair value due to the short-term nature of these assets and liabilities. As of June 30, 2023, our financing liabilities represented our only Level 3 assets or liabilities carried at fair market value. Changes in the fair value remeasurement of our financing liabilities can result from changes in one or multiple inputs, including adjustments to discount rates, changes in the expected achievement or timing of any sales-based, development or regulatory milestones, changes in the amount or timing of expected net cash flows, changes in the probability or timing of certain clinical events, or changes in the assumed probability or timing associated with regulatory approval. These fair value measurements represent Level 3 measurements as they are based on significant inputs not observable in the market. Marketable Securities The estimated fair value and amortized cost of our available-for-sale marketable debt securities, by contractual maturity and security type, are summarized as follows: As of June 30, 2023 (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less U.S. government agencies $ 282,887 $ — $ ( 1,283 ) $ 281,604 Commercial paper 279,464 5 ( 410 ) 279,059 Due after one year through two years U.S. government treasuries 16,111 — ( 67 ) 16,044 U.S. government agencies 72,851 — ( 258 ) 72,593 Total marketable securities $ 651,313 $ 5 $ ( 2,018 ) $ 649,300 As of December 31, 2022 (In thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value Due in one year or less U.S. government treasuries $ 103,800 $ — $ ( 562 ) $ 103,238 U.S. government agencies 166,327 15 ( 787 ) 165,555 Corporate debt securities 9,454 — ( 38 ) 9,416 Commercial paper 478,657 71 ( 1,428 ) 477,300 Due after one year through two years U.S. government agencies 58,327 7 ( 208 ) 58,126 Total marketable securities $ 816,565 $ 93 $ ( 3,023 ) $ 813,635 We had no realized gains or losses recognized on the sale or maturity of marketable securities during the six months ended June 30, 2023 and 2022. To date, we have not recognized any allowances for credit losses or impairments in relation to our available-for-sale marketable securities as these marketable securities are comprised of high credit quality, investment grade securities that we do not intend or expect to be required to sell prior to their anticipated recovery, and the decline in fair value of these securities is attributable to factors other than credit losses. All marketable securities with unrealized losses presented in the previous tables have been in a continuous unrealized loss position for less than 12 months or the loss is not material. Based on our evaluation, we determined credit losses related to marketable securities were immaterial for the three and six months ended June 30, 2023. The weighted average maturity of our marketable securities as of June 30, 2023 and December 31, 2022 was approximately six months and five months , respectively. Financing Liabilities Upon execution of the Funding Agreements, we determined that the agreements qualified for election under the fair value option and initially measured the financial instruments at their issue-date estimated fair value. We revalue the related financial liabilities on a recurring basis at each reporting period. As of June 30, 2023, the financing liability, related party and financing liability each totaled approximately $ 56.2 million . We determined their respective estimated fair values using a Monte Carlo simulation model under the income approach determined by using probability assessments of the expected future cash receipts and expected future cash payments and a discount rate of approximately 10.0 % as of June 30, 2023 and December 31, 2022. The probability assessments of the expected future cash receipts and expected future payments and the timing of expected future repayments are based on significant inputs that are not observable in the market and are subject to remeasurement at each reporting date. The following table provides a rollforward of the estimated fair value associated with our combined total financing liabilities: For the Six Months Ended (In thousands) 2023 Beginning balance, total financing liabilities $ 57,348 Funding commitment received 31,250 Change in fair value recognized in other (income) expense, net 20,840 Change in fair value attributable to instrument-specific credit risk recognized in other comprehensive (income) loss 2,872 Ending balance, total financing liabilities $ 112,310 For additional information related to the fair value of our financing liability and financing liability, related party, please read Note 5, Financing Liabilities , to these unaudited condensed consolidated financial statements . 2027 Convertible Senior Notes The fair value of the 2027 Notes, which were issued in August 2022, may differ from the carrying value. The fair value is determined utilizing prices for the 2027 Notes observed in market trading. As the market for the trading of the 2027 Notes is not considered to be an active market, the estimate of fair value is considered a Level 2 measurement. As of June 30, 2023, the estimated fair value of the 2027 Notes, which have an aggregate carrying value of $ 336.4 million , was $ 343.6 million. For additional information related to the 2027 Notes, please read Note 6, 2027 Convertible Senior Notes , to these unaudited condensed consolidated financial statements. |