FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2022

The Company measures certain financial assets and liabilities at fair value in accordance with the policy described in Note 1 to these Consolidated Financial Statements.

The following tables present the classification within the fair value hierarchy of financial assets and liabilities not disclosed elsewhere in these Consolidated Financial Statements that are remeasured on a recurring basis as of December 31, 2022 and 2021. Other than the Company’s fixed-rate convertible debt disclosed in Note 10 to these Consolidated Financial Statements, there were no financial assets or liabilities that were remeasured using a quoted price in active markets for identical assets (Level 1) as of December 31, 2022 and 2021. Refer to Notes 2 and 8 to these Consolidated Financial Statements for other financial assets and liabilities measured at fair value.


	Fair Value Measurements as of December 31, 2022
		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Other current assets:
NQDC Plan assets		$	2,654	$	—	$	2,654
Other assets:
NQDC Plan assets		19,867		—		19,867
Restricted investments (1)		2,429		—		2,429
Total other assets		22,296		—		22,296
Total assets		$	24,950	$	—	$	24,950
Liabilities:
Current liabilities:
NQDC Plan liability		$	2,654	$	—	$	2,654
Contingent consideration		—		15,925		15,925
Total current liabilities		2,654		15,925		18,579
Other long-term liabilities:
NQDC Plan liability		19,867		—		19,867

Total other long-term liabilities		19,867		—		19,867
Total liabilities		$	22,521	$	15,925	$	38,446


	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 as of December 31, 2022 and 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 periods presented.

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


Contingent consideration as of December 31, 2021	$	63,399
Milestone payments to Ares Trading S.A. (Merck Serono)	(47,738)

Changes in fair value of contingent consideration	4,399
Realized foreign exchange gain on settlement of contingent consideration	(2,333)
Foreign exchange remeasurement of Euro denominated contingent consideration	(1,802)
Contingent consideration as of December 31, 2022	$	15,925

- 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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