Fair Value Measurements

12 Months Ended

Dec. 31, 2020

(4) Fair Value Measurements

The following tables set forth the Company’s financial assets and liabilities subject to fair value measurements:


	As of
	December 31, 2020		Level 1	Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	35,066	—	$	35,066		—
Marketable securities		150,586	—		150,586		—
	$	185,652	—	$	185,652		—
Liabilities:
Kolltan acquisition contingent consideration	$	8,267	—		—	$	8,267
	$	8,267	—		—	$	8,267


	As of
	December 31, 2019		Level 1	Level 2		Level 3
	(In thousands)
Assets:
Money market funds and cash equivalents	$	4,024	—	$	4,024		—
Marketable securities		53,151	—		53,151		—
	$	57,175	—	$	57,175		—
Liabilities:
Kolltan acquisition contingent consideration	$	12,485	—		—	$	12,485
	$	12,485	—		—	$	12,485

The Company’s financial assets consist mainly of cash and cash equivalents and marketable securities and are classified as Level 2 within the valuation hierarchy. The Company values its marketable securities utilizing independent pricing services which normally derive security prices from recently reported trades for identical or similar securities, making adjustments based on significant observable transactions. At each balance sheet date, observable market inputs may include trade information, broker or dealer quotes, bids, offers or a combination of these data sources.

The following table reflects the activity for the Company’s contingent consideration liabilities measured at fair value using Level 3 inputs for the year ended December 31, 2020 (in thousands):


	Other Liabilities:
	Contingent
	Consideration
Balance at December 31, 2019	$	12,485
Fair value adjustments included in operating expenses		(4,218)
Balance at December 31, 2020	$	8,267

The valuation technique used to measure fair value of the Company’s Level 3 liabilities, which consist of contingent consideration related to the acquisition of Kolltan in 2016 (Note 17), was primarily an income approach. The significant unobservable inputs used in the fair value measurement of the contingent consideration are estimates, including probability of success, discount rates and amount of time until the conditions of the milestone payments are met. As of December 31, 2020, the weighted average discount rate used in calculating the fair value of contingent consideration was 8.1% (with a range of 8.0% to 9.0%) and the weighted average amount of time until the conditions of the milestone payments are met was 4 years.

During the year ended December 31, 2020, the Company recorded a $4.2 million gain on fair value remeasurement of contingent consideration, primarily due to updated assumptions for CDX-3379 related milestones due to the discontinuation of the CDX-3379 program partially offset by changes in discount rates and the passage of time. The assumptions related to determining the value of contingent consideration include a significant amount of judgment, and any changes in the underlying estimates could have a material impact on the amount of contingent consideration adjustment recorded in any given period.

The Company did not have any transfers of assets or liabilities between the fair value measurement classifications during the years ended December 31, 2020 and 2019.

- 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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