FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2022

The Company measures certain financial assets and liabilities at fair value in accordance with the policy described in Note 1 – Business Overview and Significant Accounting Policies included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

The following tables present the classification within the fair value hierarchy of financial assets and liabilities not disclosed elsewhere in these Condensed Consolidated Financial Statements that are remeasured on a recurring basis as of September 30, 2022 and December 31, 2021. Other than the Company’s fixed-rate convertible debt disclosed in Note 6 – Debt, there were no

financial assets or liabilities that were remeasured using a quoted price in active markets for identical assets (Level 1) as of September 30, 2022 or December 31, 2021.


	Fair Value Measurements as of September 30, 2022
		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Other current assets:
NQDC Plan assets		$	2,306	$	—	$	2,306
Other assets:
NQDC Plan assets		18,889		—		18,889
Restricted investments (1)		2,439		—		2,439
Total other assets		21,328		—		21,328
Total assets		$	23,634	$	—	$	23,634
Liabilities:
Current liabilities:
NQDC Plan liability		$	2,306	$	—	$	2,306
Contingent consideration		—		28,303		28,303
Total current liabilities		2,306		28,303		30,609
Other long-term liabilities:
NQDC Plan liability		18,889		—		18,889


Total liabilities		$	21,195	$	28,303	$	49,498


	Fair Value Measurements as of December 31, 2021
	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Other current assets:
NQDC Plan assets	$	2,043	$	—	$	2,043
Other assets:
NQDC Plan assets	23,929		—		23,929
Restricted investments (1)	2,940		—		2,940

Total other assets	26,869		—		26,869
Total assets	$	28,912	$	—	$	28,912
Liabilities:
Current liabilities:
NQDC Plan liability	$	2,043	$	—	$	2,043
Contingent consideration	—		48,232		48,232
Total current liabilities	2,043		48,232		50,275
Other long-term liabilities:
NQDC Plan liability	23,929		—		23,929
Contingent consideration	—		15,167		15,167
Total other long-term liabilities	23,929		15,167		39,096
Total liabilities	$	25,972	$	63,399	$	89,371

(1) The restricted investments at September 30, 2022 and December 31, 2021 secure the Company's irrevocable standby letters of credit obtained in connection with certain commercial agreements.

There were no transfers between levels during the three and nine months ended September 30, 2022.

Liabilities measured at fair value using Level 3 inputs consisted of contingent consideration. The following table represents a roll-forward of contingent consideration.


Contingent consideration as of December 31, 2021	$	63,399
Milestone payments to Ares Trading S.A. (Merck Serono)	(33,293)
Realized foreign exchange gain on settlement of contingent consideration	(133)
Changes in fair value of contingent consideration	3,764
Foreign exchange remeasurement of Euro denominated contingent consideration	(5,434)
Contingent consideration as of September 30, 2022	$	28,303

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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