Fair Value Measurements

12 Months Ended

Dec. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

Financial assets and liabilities are recorded at fair value. The carrying amounts of certain of our financial instruments, including cash and cash equivalents, restricted cash, short-term investments, receivables from collaborations, prepaid research and development, prepaid expenses and other current assets and accounts payable, accrued research and development, accrued compensation and employee benefits, accrued and other liabilities and approximate their fair value due to their short maturities. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received in the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level 1 –Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 –Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 –Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

In certain cases where there is limited activity or less transparency around inputs to valuation, the related assets or liabilities are classified as Level 3. Our embedded derivative liabilities are measured at fair value using a Monte Carlo simulation model and are included as a component of other long-term liabilities on the consolidated balance sheets. The embedded derivative liabilities are subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of interest and other income (expense), net, in our consolidated statements of operations. The assumptions used in the Monte Carlo simulation model include: (1) our estimates of the probability and timing of related events; (2) the probability-weighted net sales of Andexxa; (3) our risk-adjusted discount rate that includes a company specific risk premium; (4) our cost of debt; (5) volatility; (6) the probability of a change in control occurring during the term of the note; and (7) the probability of an event of default. Our noncontrolling interest in SRX Cardio includes the fair value of the contingent milestone and royalty payments, which is valued based on Level 3 inputs. See Note 8, "Asset Acquisition and License Agreements," to these consolidated financial statements for further information.

Our liability-classified Lonza award is measured at fair value using a Monte Carlo simulation model and is included as a component of other long-term liabilities on the consolidated balance sheets. The liability-classified Lonza award is subject to remeasurement at the end of each reporting period, with changes in fair value to be recognized as research and development expense in our consolidated statements of operations. The assumptions used in the Monte Carlo simulation model include: (1) our estimate of the date when the performance conditions will be met and when the number of shares to vest will be determined; (2) expected risk free rate; (3) expected volatility; (4) contractual term remaining; and (5) expected dividend yield rate. See Note 7, "Contract Manufacturing Agreements" to these consolidated financial statements for further information.

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Our noncontrolling interest in SRX Cardio includes the fair value of the contingent milestone and royalty payments, which is valued based on Level 3 inputs. See Note 8, “Asset Acquisition and License Agreements,” to these consolidated financial statements for further information. 

The following table sets forth the fair value of our financial assets and liabilities (excluding consolidated SRX Cardio’s cash), allocated into Level 1, Level 2 and Level 3, that was measured on a recurring basis (in thousands):

	December 31, 2018
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money market funds	$	19,500	$	–	$	–	$	19,500
Corporate notes and commercial paper		–		166,159		–		166,159
U.S. Treasury bills and government agency securities		–		110,190		–		110,190
Total financial assets	$	19,500	$	276,349	$	–	$	295,849
Financial Liabilities:
Embedded derivative liabilities	$	–	$	–	$	2,497		2,497
Liability-classified Lonza award		–		–		9,201		9,201
Total financial liabilities	$	–	$	–	$	11,698	$	11,698

	December 31, 2017
	Level 1		Level 2		Level 3		Total
Financial Assets:
Money market funds	$	31,836	$	–	$	–	$	31,836
Corporate notes and commercial paper		–		313,164		–		313,164
U.S. Treasury bills and government agency securities		–		170,458		–		170,458
Total financial assets	$	31,836	$	483,622	$	–	$	515,458
Financial Liabilities:
Embedded derivative liabilities	$	–	$	–	$	8,854	$	8,854

Level 3 liabilities are comprised of embedded derivative liabilities as described in Note 9 and liability-classified Lonza award as described in Note 7. The below schedule does not include liability-classified Lonza award as it was recorded on December 31, 2018, and there was no associated fair value movement during 2018. The initial fair value of the liability-classified Lonza award was measured at $9.2 million and was recorded as research and development expense in our consolidated statements of operations.

Balance as of December 31, 2017	$	8,854
Net decrease in fair value included in interest and other income, net		(6,357	)
Balance as of December 31, 2018	$	2,497

We estimate the fair value of our corporate notes, commercial paper and U.S. Treasury bills and government agency securities by taking into consideration valuations obtained from third-party pricing services. 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, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads, benchmark securities, prepayment/default projections based on historical data, and other observable inputs. The estimated fair value of the Notes and long-term debt are discussed in Note 9.

There were no transfers between any of the levels of the fair value hierarchy during the periods presented.