XML 36 R25.htm IDEA: XBRL DOCUMENT
v3.19.1

Fair value of financial instruments and marketable securities (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2019
Fair Value Disclosures [Abstract] |
Schedule of financial assets and liabilities that are required to be measured at fair value on a recurring basis | The following represents the fair value using the hierarchy described above for the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018:
|  | March 31, 2019
|  | Total |  | Quoted prices in active markets for identical assets (level 1) |  | Significant other observable inputs (level 2) |  | Significant unobservable inputs (level 3)
Marketable securities |  | $ | 206,018 |  |  | $ | — |  |  | $ | 206,018 |  |  | $ | — |
Stock appreciation rights liability |  | $ | 1,034 |  |  | $ | — |  |  | $ | — |  |  | $ | 1,034 |
Deferred consideration payable |  | $ | 38,200 |  |  | $ | — |  |  | $ | 38,200 |  |  | $ | — |
Contingent consideration payable- development and regulatory milestones |  | $ | 270,800 |  |  | $ | — |  |  | $ | — |  |  | $ | 270,800 |
Contingent consideration payable- net sales milestones and royalties |  | $ | 60,100 |  |  | $ | — |  |  | $ | — |  |  | $ | 60,100 |
|  | December 31, 2018
|  | Total |  | Quoted prices in active markets for identical assets (level 1) |  | Significant other observable inputs (level 2) |  | Significant unobservable inputs (level 3)
Marketable securities |  | $ | 58,088 |  |  | $ | — |  |  | $ | 58,088 |  |  | $ | — |
Stock appreciation rights liability |  | $ | 3,814 |  |  | $ | — |  |  | $ | — |  |  | $ | 3,814 |
Deferred consideration payable |  | $ | 37,700 |  |  | $ | — |  |  | $ | 37,700 |  |  | $ | — |
Contingent consideration payable- development and regulatory milestones |  | $ | 257,040 |  |  | $ | — |  |  | $ | — |  |  | $ | 257,040 |
Contingent consideration payable- net sales milestones and royalties |  | $ | 53,200 |  |  | $ | — |  |  | $ | — |  |  | $ | 53,200 |
Summary of marketable securities accounted for as available-for-sale securities | The following is a summary of marketable securities accounted for as available-for-sale securities at March 31, 2019 and December 31, 2018:
|  | March 31, 2019
|  | Amortized Cost |  | Gross Unrealized |  | Fair Value
|  |  | Gains |  | Losses |
Commercial paper |  | $ | 78,032 |  |  | $ | 46 |  |  | $ | — |  |  | $ | 78,078 |
Corporate debt securities |  | 114,811 |  |  | 68 |  |  | (46 | ) |  | 114,833 |
Asset-backed securities |  | 13,104 |  |  | 4 |  |  | (1 | ) |  | 13,107 |
Total |  | $ | 205,947 |  |  | $ | 118 |  |  | $ | (47 | ) |  | $ | 206,018 |
|  | December 31, 2018
|  | Amortized Cost |  | Gross Unrealized |  | Fair Value
|  |  | Gains |  | Losses |
Commercial paper |  | $ | 31,657 |  |  | $ | 43 |  |  | $ | (1 | ) |  | $ | 31,699 |
Corporate debt securities |  | 26,399 |  |  | — |  |  | (10 | ) |  | 26,389 |
Total |  | $ | 58,056 |  |  | $ | 43 |  |  | $ | (11 | ) |  | $ | 58,088 |
Summary of unrealized losses and fair values of available-for-sale securities in a continuous unrealized loss position | The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of March 31, 2019 are as follows:
|  | March 31, 2019
|  | Securities in an unrealized loss position less than 12 months |  | Securities in an unrealized loss position greater than 12 months |  | Total
|  | Unrealized losses |  | Fair Value |  | Unrealized losses |  | Fair Value |  | Unrealized losses |  | Fair Value
Commercial paper |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Corporate debt securities |  | (46 | ) |  | 61,716 |  |  | — |  |  | — |  |  | (46 | ) |  | 61,716 |
Asset-backed securities |  | (1 | ) |  | 6,077 |  |  | — |  |  | — |  |  | (1 | ) |  | 6,077 |
Total |  | $ | (47 | ) |  | $ | 67,793 |  |  | $ | — |  |  | $ | — |  |  | $ | (47 | ) |  | $ | 67,793 |
The unrealized losses and fair values of available-for-sale securities that have been in an unrealized loss position for a period of less than and greater than 12 months as of December 31, 2018 are as follows:
|  | December 31, 2018
|  | Securities in an unrealized loss position less than 12 months |  | Securities in an unrealized loss position greater than 12 months |  | Total
|  | Unrealized losses |  | Fair Value |  | Unrealized losses |  | Fair Value |  | Unrealized losses |  | Fair Value
Commercial paper |  | $ | (1 | ) |  | $ | 1,993 |  |  | $ | — |  |  | $ | — |  |  | $ | (1 | ) |  | $ | 1,993 |
Corporate debt securities |  | (7 | ) |  | 14,230 |  |  | (3 | ) |  | 10,087 |  |  | (10 | ) |  | 24,317 |
Total |  | $ | (8 | ) |  | $ | 16,223 |  |  | $ | (3 | ) |  | $ | 10,087 |  |  | $ | (11 | ) |  | $ | 26,310 |
Schedule of marketable securities on the balance sheet | Marketable securities on the balance sheet at March 31, 2019 and December 31, 2018 mature as follows:
|  | March 31, 2019
|  | Less Than 12 Months |  | More Than 12 Months
Commercial paper |  | $ | 78,078 |  |  | $ | — |
Corporate debt securities |  | 55,621 |  |  | 59,212 |
Asset-backed securities |  | 11,176 |  |  | 1,931 |
Total Marketable securities |  | $ | 144,875 |  |  | $ | 61,143 |
|  | December 31, 2018
|  | Less Than 12 Months |  | More Than 12 Months
Commercial paper |  | $ | 31,699 |  |  | $ | — |
Corporate debt securities |  | 26,389 |  |  | — |
Total Marketable securities |  | $ | 58,088 |  |  | $ | — |
Summary of changes in the fair value of the Company's Level 3 valuation for warrant liability and SARs liability | The contingent consideration payable is fair valued each reporting period with the change in fair value recorded as a gain or loss in the consolidated statements of operations. The fair value of the development and r The following significant unobservable inputs were used in the valuation of the SARs liability, and the contingent consideration payable for the periods ended March 31, 2019 and December 31, 2018:
|  | March 31, 2019
|  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range
SARs |  | $1,034 | Option-pricing model | Volatility | 57.34%
Risk free interest rate | 2.42%
Strike price | $6.76 - $30.86
Fair value of common stock | $37.64
Expected life | 0.76 years
Contingent consideration payable- development and regulatory milestones | $270,800 | Probability-adjusted discounted cash flow | Potential development and regulatory milestones | $0 - $555 million
Probabilities of success | 25% - 94%
Discount rates | 4.3% - 6.4%
Projected years of payments | 2020 - 2026
Contingent considerable payable- net sales milestones and royalties | $60,100 | Option-pricing model with Monte Carlo simulation | Potential net sales milestones | $0 - $150 million
Probabilities of success | 25% - 89%
Potential percentage of net sales for royalties | 2% - 6%
Discount rate | 13.5%
Projected years of payments | 2021 - 2038
|  | December 31, 2018
|  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range
SARs |  | $3,814 | Option-pricing model | Volatility | 46.53% - 59.59%
Risk free interest rate | 2.44% - 2.63%
Strike price | $6.76 - $30.86
Fair value of common stock | $34.32
Expected life | 0.01 - 1.01 years
Contingent consideration payable- development and regulatory milestones | $257,040 | Probability-adjusted discounted cash flow | Potential development and regulatory milestones | $0 - $555 million
Probabilities of success | 25% - 94%
Discount rates | 5.8% - 8.0%
Projected years of payments | 2020 - 2026
Contingent considerable payable- net sales milestones and royalties | $53,200 | Option-pricing model with Monte Carlo simulation | Potential net sales milestones | $0 - $150 million
Probabilities of success | 25% - 89%
Potential percentage of net sales for royalties | 2% - 6%
Discount rate | 14.0%
Projected years of payments | 2021 - 2038

X
- Definition Tabular disclosure of fair value of investments in debt and equity securities in an unrealized loss position categorized neither as held-to-maturity nor trading securities. + References No definition available. + Details
Name: | us-gaap_AvailableForSaleSecuritiesContinuousUnrealizedLossPositionFairValueTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_FairValueDisclosuresAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=99377789&loc=d3e19207-110258 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=99377789&loc=d3e19279-110258 + Details
Name: | us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of marketable securities. This may consist of investments in certain debt and equity securities, short-term investments and other assets. + References No definition available. + Details
Name: | us-gaap_MarketableSecuritiesTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the reconciliation of available-for-sale securities from cost basis to fair value. + References No definition available. + Details
Name: | us-gaap_ScheduleOfAvailableForSaleSecuritiesReconciliationTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=99377789&loc=d3e19190-110258 + Details
Name: | us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration