Fair Value Measurements
The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2025 |
| Total | | Level 1 | | Level 2 | | Level 3 |
| | | | | | | |
| (in thousands) |
| Assets | | | | | | | |
| Cash equivalents: | | | | | | | |
| Money market funds | $ | 132,602 | | | $ | 132,602 | | | $ | — | | | $ | — | |
| Treasury bills | 11,960 | | | — | | | 11,960 | | | — | |
| Agency discount notes | 25,938 | | | — | | | 25,938 | | | — | |
| Total cash equivalents | 170,500 | | | 132,602 | | | 37,898 | | | — | |
| Marketable securities: | | | | | | | |
| Treasury bills | 9,421 | | | — | | | 9,421 | | | — | |
| Agency discount notes | 7,942 | | | — | | | 7,942 | | | — | |
| Total marketable securities | 17,363 | | | — | | | 17,363 | | | — | |
| Total financial assets | $ | 187,863 | | | $ | 132,602 | | | $ | 55,261 | | | $ | — | |
| Liability | | | | | | | |
| Embedded derivative (included in “Deferred royalty obligations, net”) | $ | 21,439 | | | $ | — | | | $ | — | | | $ | 21,439 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2024 |
| Total | | Level 1 | | Level 2 | | Level 3 |
| | | | | | | |
| (in thousands) |
| Assets | | | | | | | |
| Cash equivalents: | | | | | | | |
| Money market funds | $ | 294,872 | | | $ | 294,872 | | | $ | — | | | $ | — | |
| Treasury bills | 20,714 | | | — | | | 20,714 | | | — | |
| Agency discount notes | 44,205 | | | — | | | 44,205 | | | — | |
| Total cash equivalents | 359,791 | | | 294,872 | | | 64,919 | | | — | |
| Total financial assets | $ | 359,791 | | | $ | 294,872 | | | $ | 64,919 | | | $ | — | |
| Liability | | | | | | | |
| Embedded derivative (included in “Deferred royalty obligations, net”) | $ | 41,091 | | | $ | — | | | $ | — | | | $ | 41,091 | |
There were no transfers between Level 1, Level 2 or Level 3 during the periods presented.
There are uncertainties on the fair value measurement of the instruments classified under Level 3 due to the use of unobservable inputs and interrelationships between these unobservable inputs, which could result in higher or lower fair value measurements.
Marketable Securities
The fair value of our marketable securities classified within Level 2 is based upon observable inputs that may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.
Investment in Equity Securities
Our investment in equity securities, which only consisted of an investment in LianBio, had an aggregate fair value of nil as of December 31, 2025 and 2024 (refer to Note 6).
For the year ended December 31, 2025, we did not recognize any realized or unrealized gains or losses associated with investment in equity securities. For the year ended December 31, 2024, we recognized realized gains of $8.1 million and no unrealized gains or losses associated with investment in equity securities. For the year ended December 31, 2023, we recognized realized gains of $8.7 million and unrealized gains of $9.6 million associated with investment in equity securities.
Notes
The fair values of our 1.75% convertible senior notes due 2031 (the “2031 Notes”), 2.25% convertible senior notes due 2029 (the “2029 Notes”) and our 2.50% convertible senior notes due 2027 (the “2027 Notes”) (collectively, the “Notes”, refer to Note 9), which differ from their respective carrying values, are determined by prices for the Notes observed in market trading. The market for trading of the Notes is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs.
The following table presents the aggregate face values and the fair values of the Notes, based on their market prices on the last trading day for the periods presented:
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| December 31, 2025 | | December 31, 2024 |
| Aggregate Face Values | | Estimated Fair Values | | Aggregate Face Values | | Estimated Fair Values |
| | | | | | | |
| (in thousands) |
| 2031 Convertible Notes | $ | 575,000 | | | $ | 1,003,783 | | | $ | — | | | $ | — | |
| 2029 Convertible Notes | $ | 747,500 | | | $ | 833,625 | | | $ | 747,500 | | | $ | 640,708 | |
| 2027 Convertible Notes | $ | 550,000 | | | $ | 1,019,975 | | | $ | 550,000 | | | $ | 578,087 | |
Term Loan
The fair value of our outstanding term loan under the Amended Financing Agreement (as defined and discussed in Note 9) as of December 31, 2024 was estimated using the net present value of the payments, discounted at an interest rate that is consistent with a market interest rate, which is a Level 2 input. The estimated fair value of our outstanding term loan under the Amended Financing Agreement as of December 31, 2024 was $461.8 million. The Company fully repaid the term loan under the Amended Financing Agreement in February 2025.
Deferred royalty obligations and embedded derivative liability
The embedded derivative liability associated with our deferred royalty obligation under the Funding Agreement, as defined and discussed further in Note 10, is measured at fair value using an option pricing Monte Carlo simulation model and is included as a component of the “Deferred royalty obligations, net” on the consolidated balance sheets. The embedded derivative liability is subject to remeasurement at the end of each reporting period, with changes in fair value recognized as a component of “Other income (expense), net” on our consolidated statements of operations. The assumptions used in the option pricing Monte Carlo simulation model incorporates certain Level 3 inputs including: (1) our estimates of the probability and timing of related events; (2) the probability-weighted global net product sales of Attruby and Beyonttra; (3) our risk-adjusted discount rate; (4) volatility; and (5) the probability of a change in control occurring during the term of the instrument.
Under the Monte Carlo simulation model discussed above, the deferred royalty obligation under the Funding Agreement, net of the bifurcated embedded derivative liability, had an estimated fair value of $565.5 million and $446.0 million as of December 31, 2025 and 2024, respectively. For the year ended December 31, 2025 and for the period from November 22, 2024 through December 31, 2024, we recognized a $19.7 million and $1.6 million gain, respectively, for the change in fair value of the embedded derivative liability in “Other income (expense), net” on our consolidated statements of operations.
The deferred royalty obligation under the Royalty Purchase Agreement, as defined and discussed further in Note 10, had an estimated fair value of $343.0 million as of December 31, 2025 based on the Monte Carlo simulation model.