NOTE 14. FAIR VALUE DISCLOSURES

The Company follows ASC 820-10, “Fair Value Measurements and Disclosures,” which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used 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 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. Unobservable inputs are used when little or no market data are available. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis:

			Fair value measurements using:
	Fair Value		Level 1		Level 2		Level 3
December 31, 2015:
Current liabilities:
Contingent consideration	$	4,900		—		—	$	4,900
Long-term liabilities:
Contingent consideration	$	262,368		—		—	$	262,368
December 31, 2014:
Cash equivalents:
Money market funds	$	189,031	$	189,031		—		—
Current liabilities:
Contingent consideration	$	10,000		—		—	$	10,000
Long-term liabilities:
Contingent consideration	$	96,000		—		—	$	96,000

The Company classifies money market funds, which are based on quoted market prices in active markets with no valuation adjustments, as Level 1 assets within the valuation hierarchy.

The Company estimates the fair values of Level 2 assets by taking into consideration valuations obtained from third-party pricing sources. These pricing sources 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 market pricing based on real-time trade data for the same or similar assets, issuer credit spreads, benchmark yields, and other observable inputs. The Company validates the prices provided by its third-party pricing sources by understanding the models used, obtaining market values from other pricing sources, and/or analyzing pricing data in certain instances.

In connection with the acquisitions of MDV9300 and MDV3800, the Company recorded contingent consideration liabilities pertaining to amounts potentially payable to CureTech and BioMarin, respectively. The fair value of contingent consideration is considered a Level 3 liability and was estimated utilizing a model with key assumptions that included estimated revenues or completion of certain development, regulatory and sales milestone targets during the earn-out period, volatility, and estimated discount rates corresponding to the periods of expected payments. The estimated fair value of the contingent consideration liability is measured at each reporting date based on significant inputs not observable in the market. The Company assesses these estimates on an ongoing basis as additional data impacting the assumptions is obtained. Changes in the estimated fair value of contingent consideration are reflected as non-cash adjustments to operating expenses in the consolidated statements of operations.

During the year ended December 31, 2015, the Company recorded fair value adjustments of $2.6 million and $7.7 million as a decrease to R&D expenses and SG&A expenses, respectively, related to the CureTech contingent consideration liability. Since the date of the fourth quarter acquisition of MDV3800, the Company also recorded nominal fair value adjustments to the related contingent consideration liability. Such adjustments were primarily due to the time value of money.

The aggregate remaining, undiscounted amount of contingent consideration that the Company could potentially be required to pay to CureTech and BioMarin under each respective transaction is included in Note 4, “Business Acquisitions.”

Contingent consideration may change significantly as development progresses and additional data is obtained that will affect the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. Updates to these assumptions could have a significant impact on our results of operations. For example, a significant increase in the probability of achieving a milestone would result in a significantly higher fair value measurement, while a significant increase in the expected timing of achieving the milestone would result in a significantly lower fair value measurement. Considerable judgment is required to interpret the market data used to develop the assumptions. The estimates of fair value may not be indicative of amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates.

There were no transfers between Level 1 and Level 2 financial instruments during the year ended December 31, 2015. The following table includes a roll-forward of the fair value of Level 3 financial instruments for the year ended December 31, 2015:

	Year Ended December 31, 2015
Contingent consideration (current and long-term):
Balance at beginning of period	$	106,000
Amounts acquired or issued		171,942
Net change in fair value		(10,674	)
Settlements		—
Transfers in and/or out of Level 3		—
Balance at end of period	$	267,268

The following table presents the total balance of the Company’s other financial instruments that are not measured at fair value on a recurring basis.

			Fair value measurements using:
	Total Balance		Level 1		Level 2		Level 3
December 31, 2015:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	225,853	$	225,853		—		—
Liabilities:
Borrowings under Revolving Credit Facility	$	75,000	$	75,000		—		—
December 31, 2014:
Assets:
Bank deposits (included in “Cash and cash equivalents”)	$	313,646	$	313,646		—		—
Liabilities:
Convertible Notes	$	359,219		—	$	359,219		—

Due to their short-term maturities, the Company believes that the fair value of its bank deposits, receivable from collaboration partner, accounts payable and accrued expenses, short-term borrowings under the Revolving Credit Facility, and other current assets and liabilities approximate their carrying value.

The estimated fair value of the Company’s Convertible Notes, including the equity component, was $496.8 million at December 31, 2014 and was determined using recent trading prices of the Convertible Notes. The fair value of the Convertible Notes included in the table above at December 31, 2014 represents only the liability component of the Convertible Notes, because the equity component is included in stockholders’ equity on the consolidated balance sheet. The Company settled its remaining Convertible Notes in the third quarter of 2015 as discussed further in Note 10, “Debt.”