0001558370-22-001764 | 10-K | XBRL Viewer

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Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 417,195	$ 541,158
Trade receivables, net	123,022	157,046
Inventory	37,642	44,233
Prepaid manufacturing	13,666	19,429
Other prepaid and other assets	10,798	5,613
Total current assets	602,323	767,479
Property and equipment, net	7,813	10,108
Inventory, non-current	55,610	47,956
Intangible assets	2,620	2,620
Goodwill	943	943
Other assets, non-current	10,025	12,543
Total assets	679,334	841,649
Current liabilities:
Accounts payable	16,159	15,201
Accrued rebates, fees and reserve	79,027	81,529
Accrued compensation	22,014	22,244
Accrued and other current liabilities	48,127	26,679
Total current liabilities	165,327	145,653
2022 Convertible Notes	81,359	79,885
2022 Convertible Notes - related parties	27,120	26,628
2026 Convertible Notes	224,288	223,029
2025 Term loan	75,513	74,481
Lease liabilities, non-current	7,251	9,948
Other liabilities, non-current	750	1,051
Total liabilities	581,608	560,675
Commitments and contingencies (Note 8)
Stockholders' equity:
Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 76,930,096 and 72,513,348 at December 31, 2021 and 2020, respectively)	7	7
Additional paid-in capital	1,147,843	1,043,991
Accumulated other comprehensive loss	(270)	(270)
Accumulated deficit	(1,049,854)	(762,754)
Total stockholders' equity	97,726	280,974
Total liabilities and stockholders' equity	$ 679,334	$ 841,649

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	76,930,096	72,513,348
Common stock, shares outstanding	76,930,096	72,513,348

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Net product revenue	$ 326,551	$ 475,824	$ 356,071
Cost and expenses:
Cost of goods sold	57,591	37,667	17,078
Research and development	363,105	142,759	94,188
Selling, general and administrative	169,713	139,079	137,037
Total cost and expenses	590,409	319,505	248,303
(Loss) income from operations	(263,858)	156,319	107,768
Interest expense (includes related party expense of $2,541, $2,498 and $2,457 for the years ended December 31, 2021, 2020 and 2019, respectively)	(22,959)	(21,166)	(17,601)
Other (expense) income, net	(283)	554	2,608
Net (loss) income before income taxes	(287,100)	135,707	92,775
Income tax provision	0	3,463	2,942
Net (loss) income	$ (287,100)	$ 132,244	$ 89,833
Net (loss) income per share:
Basic	$ (3.81)	$ 1.85	$ 1.29
Diluted	$ (3.81)	$ 1.62	$ 1.23
Weighted-average number of shares used in computing net (loss) income per share:
Basic	75,449,632	71,411,705	69,679,916
Diluted	75,449,632	83,491,898	73,185,943
Product Revenue
Revenue:
Net product revenue	$ 326,600	$ 475,800	$ 356,100

Statements of Operations (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statements of Operations
Interest expense from transactions with related party	$ 2,541	$ 2,498	$ 2,457

Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statements of Comprehensive (Loss) Income
Net (loss) income	$ (287,100)	$ 132,244	$ 89,833
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of tax		288	(276)
Comprehensive (loss) income	$ (287,100)	$ 132,532	$ 89,557

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Statements of Stockholders' Equity (Deficit) - USD ($)	2018 bonus payout in RSUs Common Stock	2018 bonus payout in RSUs Additional Paid-In Capital	2018 bonus payout in RSUs	2019 bonus payout in RSUs Common Stock	2019 bonus payout in RSUs Additional Paid-In Capital	2019 bonus payout in RSUs	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss Cumulative translation adjustment	Accumulated Other Comprehensive Loss	Accumulated Deficit	Cumulative translation adjustment	Total
Beginning Balances at Dec. 31, 2018							$ 7,000	$ 946,515,000	$ (276,000)	$ (282,000)	$ (984,831,000)	$ (276,000)	$ (38,591,000)
Beginning Balances (in shares) at Dec. 31, 2018							68,302,681
Issuance of common stock upon exercise of stock options								5,934,000					5,934,000
Issuance of common stock upon exercise of stock options (in shares)							863,940
Issuance of common stock upon vesting of RSUs		$ 2,165,000	$ 2,165,000
Issuance of common stock upon vesting of RSUs (in shares)	175,054						39,765
Stock-based compensation expense								35,218,000					35,218,000
Issuance of common stock in connection with common stock offerings, net of underwriters discounts, commissions and offering costs								8,228,000					8,228,000
Issuance of common stock in connection with common stock offerings, net of underwriters discounts, commissions and offering costs (in shares)							761,130
Issuance of common stock under the ESPP							$ 289,977	3,518,000					3,518,000
Taxes paid related to net share settlement of bonus payout in RSUs								(815,000)					(815,000)
Taxes paid related to net share settlement of RSUs (in shares)							(65,886)
Cumulative translation adjustment													(276,000)
Net (loss) income											89,833,000		89,833,000
Ending Balances at Dec. 31, 2019							$ 7,000	1,000,763,000	$ 288,000	(558,000)	(894,998,000)	$ 288,000	105,214,000
Ending Balances (in shares) at Dec. 31, 2019							70,366,661
Issuance of common stock upon exercise of stock options								17,061,000					17,061,000
Issuance of common stock upon exercise of stock options (in shares)							1,704,764
Issuance of common stock upon vesting of RSUs (in shares)							89,668
Stock-based compensation expense								39,038,000					39,038,000
Issuance of common stock in connection with common stock offerings, net of underwriters discounts, commissions and offering costs					$ 2,378,000	$ 2,378,000
Issuance of common stock in connection with common stock offerings, net of underwriters discounts, commissions and offering costs (in shares)				134,099
Issuance of common stock under the ESPP								3,801,000					3,801,000
Issuance of common stock under the ESPP (in shares)							267,772
Taxes paid related to net share settlement of bonus payout in RSUs								(880,000)					(880,000)
Taxes paid related to net share settlement of RSUs (in shares)							(49,616)
Cumulative translation adjustment													288,000
Net (loss) income											132,244,000		132,244,000
Ending Balances at Dec. 31, 2020							$ 7,000	1,043,991,000		(270,000)	(762,754,000)		$ 280,974,000
Ending Balances (in shares) at Dec. 31, 2020							72,513,348						72,513,348
Issuance of common stock upon exercise of stock options								10,410,000					$ 10,410,000
Issuance of common stock upon exercise of stock options (in shares)							1,316,361
Issuance of common stock upon vesting of RSUs (in shares)							465,930
Stock-based compensation expense								51,290,000					51,290,000
Issuance of common stock in connection with common stock offerings, net of underwriters discounts, commissions and offering costs								40,903,000					40,903,000
Issuance of common stock in connection with common stock offerings, net of underwriters discounts, commissions and offering costs (in shares)							2,491,988
Issuance of common stock under the ESPP								3,002,000					3,002,000
Issuance of common stock under the ESPP (in shares)							238,934
Taxes paid related to net share settlement of bonus payout in RSUs								(1,753,000)					(1,753,000)
Taxes paid related to net share settlement of RSUs (in shares)							(96,465)
Purchase of capped call options related to convertible notes due 2026								(18,170,000)					(18,170,000)
Net (loss) income											(287,100,000)		(287,100,000)
Ending Balances at Dec. 31, 2021							$ 7,000	$ 1,147,843,000		$ (270,000)	$ (1,049,854,000)		$ 97,726,000
Ending Balances (in shares) at Dec. 31, 2021							76,930,096						76,930,096

Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
Statements of Cash Flows - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net (loss) income	$ (287,100)	$ 132,244	$ 89,833
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	3,454	2,888	3,259
Stock-based compensation expense	51,364	38,160	33,591
Write-off of prepaid manufacturing services related to the termination of CHS-2020	3,210
Write-off of inventory that did not meet acceptance criteria	5,133	2,171	395
Non-cash accretion of discount on marketable securities	1,095	(155)	(165)
Non-cash interest expense from amortization of debt discount	4,257	3,481	2,339
Non-cash operating lease expense	2,207	2,081	1,789
Upfront license fee payment to Junshi Biosciences	136,000
Upfront and milestone based license fee payments		7,500	11,075
Other non-cash adjustments	588	426	562
Changes in operating assets and liabilities:
Trade receivables, net	34,062	(15,218)	(141,992)
Inventory	(6,253)	(38,359)	(48,579)
Prepaid manufacturing	3,828	(10,851)	(672)
Other prepaid, current and non-current assets	(5,351)	(2,020)	(2,474)
Accounts payable	874	(9,820)	9,893
Accrued rebates, fees and reserves	(2,502)	30,409	51,120
Accrued compensation	(230)	6,212	10,035
Accrued and other current and non-current liabilities	17,932	4,996	8,346
Net cash (used in) provided by operating activities	(37,432)	154,145	28,355
Investing activities
Purchases of property and equipment	(1,289)	(7,231)	(1,822)
Proceeds from disposal of property and equipment		175
Purchases of investments in marketable securities	(182,485)	(273,845)	(20,235)
Proceeds from maturities of investments in marketable securities	99,692	274,000	20,400
Proceeds from sale of investments in marketable securities	81,672
Upfront license fee payment to Junshi Biosciences	(136,000)
Upfront and milestone based license fee payments		(7,500)	(11,075)
Net cash used in investing activities	(138,410)	(14,401)	(12,732)
Financing activities
Proceeds from common stock offering, net of underwriters discounts, commissions and offering costs			8,153
Proceeds from issuance of Convertible Notes		222,156
Purchase of capped call options related to Convertible Notes due 2026		(18,170)
Proceeds from issuance of common stock to Junshi Biosciences, net of issuance costs	40,903
Proceeds from term loan, net of issuance costs			72,955
Proceeds from issuance of common stock upon exercise of stock options	10,399	17,428	5,558
Proceeds from purchase under the employee stock purchase plan	3,002	3,801	3,519
Taxes paid related to net share settlement of RSUs	(1,753)	(880)	(815)
Principal payments for finance lease obligations	(672)	(389)
Net cash provided by financing activities	51,879	223,946	89,370
Effect of exchange rate changes in cash, cash equivalents and restricted cash			(276)
Net (decrease) increase in cash, cash equivalents and restricted cash	(123,963)	363,690	104,717
Cash, cash equivalents and restricted cash, beginning of period	541,598	177,908	73,191
Cash, cash equivalents and restricted cash at end of period	417,635	541,598	177,908
Supplemental disclosure of cash flow information
Cash paid for interest	18,684	16,959	15,263
Cash paid for income taxes	1,221	3,953	1,732
Non-cash bonus payment settled in common stock		1,498	1,350
Right-of-use assets obtained in exchange for lease obligations related to operating leases	434	1,388	5,267
Right-of-use assets obtained in exchange for lease obligations related to finance leases	477	1,817
Supplemental disclosures of non-cash investing and financing activities
Purchase of property and equipment in accounts payable and accrued liabilities	$ 119	$ 109	$ 999

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

Coherus BioSciences, Inc.

Notes to Consolidated Financial Statements

1.Organization and Significant Accounting Policies

Description of the Business

Coherus BioSciences, Inc. (the “Company” or “Coherus”) is a commercial-stage biopharmaceutical company focused on the research, development and commercialization of innovative immunotherapies to treat cancer. The Company’s strategy is to build a leading immuno-oncology franchise funded with cash generated through net sales of its diversified portfolio of FDA-approved therapeutics. The Company’s headquarters and laboratories are located in Redwood City, California and in Camarillo, California, respectively. The Company sells UDENYCA, a biosimilar to Neulasta, a long-acting granulocyte-colony stimulating factor, in the United States. The FDA-approved YUSIMRY in December 2021, which the Company plans to launch in the United States on or after July 1, 2023, per the terms of an agreement with Humira manufacturer, AbbVie.

The Company’s product pipeline comprises three product candidates, toripalimab, an anti-PD-1 antibody being developed in collaboration with Junshi Biosciences Co., Ltd., CIMERLI, a Lucentis biosimilar candidate in-licensed for commercial rights in the United States and Canada from Bioeq, and a bevacizumab (Avastin) biosimilar in-licensed for commercial rights in the United States from Innovent Biologics (Suzhou) Co., Ltd.

Basis of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Coherus and its wholly-owned subsidiaries. The Company does not have any significant interests in variable interest entities. All material intercompany transactions and balances have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the recent COVID-19 outbreak could have on the Company’s significant accounting estimates. Accounting estimates and judgements are inherently uncertain and the actual results could differ from these estimates.

Segment Reporting and Revenue by Geographic Region

The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing human pharmaceutical products. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. All revenue is generated and all long-lived assets are primarily maintained in the United States.

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash comprise cash and highly liquid investments with original maturities of 90 days or less.

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets and which, in aggregate, represent the amount reported in the consolidated statements of cash flows:


	Year Ended December 31,
(in thousands)	2021		2020		2019

At beginning of period:
Cash and cash equivalents	$	541,158	$	177,668	$	72,356
Restricted cash		440		240		835
Total cash, cash equivalents and restricted cash	$	541,598	$	177,908	$	73,191

At end of period:
Cash and cash equivalents	$	417,195	$	541,158	$	177,668
Restricted cash		440		440		240
Total cash, cash equivalents and restricted cash	$	417,635	$	541,598	$	177,908

Restricted cash consists of deposits for letters of credit that the Company has provided to secure its obligations under certain leases and is included in other assets, non-current on the consolidated balance sheets.

The Company classifies the up-front and milestone payments related to licensing arrangements as cash flows from investing activities in its consolidated statements of cash flows.

Investments in Marketable Securities

Investments in marketable securities primarily consist of corporate debt obligations and commercial paper. Management determines the appropriate classification of investments in marketable securities at the time of purchase based upon management’s intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company’s investment policy requires that it only invests in highly rated securities and limit its exposure to any single issuer. All investments in marketable debt securities are held as available-for-sale and are carried at the estimated fair value as determined based upon quoted market prices or pricing models for similar securities.

The Company classifies investments in marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. The Company periodically assesses its marketable securities for impairment and credit losses. Unrealized gains and losses on available-for-sale securities are reported as a component of accumulated comprehensive income (loss), with the exception of unrealized losses believed to be related to credit losses, if any, which are recognized in earnings in the period the impairment occurs. Impairment assessments are made at the individual security level each reporting period. When the fair value of an investment is less than its cost at the balance sheet date, a determination is made as to whether the impairment is related to a credit loss and, if it is, the portion of the impairment relating to credit loss is recorded as an allowance through net income. Realized gains and losses and declines in value, if any, on available-for-sale securities are included in other (expense) income, net, based on the specific identification method. During 2021, 2020 and 2019, interest income from marketable securities was $1.4 million, $0.6 million and $1.6 million, respectively.

Trade Receivables

Trade receivables are recorded net of allowances for chargebacks, chargeback prepayments, cash discounts for prompt payment and credit losses. The Company estimates an allowance for expected credit losses by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. The corresponding expense for the credit loss allowance is reflected in selling, general and administrative expenses. The credit loss allowance was immaterial as of December 31, 2021 and 2020.

Concentrations of Risk

The Company’s financial instruments that are exposed to concentration of credit risk consist primarily of cash, cash equivalents, investments and accounts receivable. The Company attempts to minimize the risks related to cash, cash equivalents and investments by

investing in a broad and diverse range of financial instruments. The investment portfolio is maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the credit exposure of any single issuer. There were no material losses from credit risks on such accounts during any of the periods presented. The Company is not exposed to any significant concentrations of credit risk from these financial instruments.

The Company is subject to credit risk from trade receivables related to product sales and monitors the credit worthiness of customers that are granted credit in the normal course of business. In general, there is no requirement for collateral from customers. The Company has not experienced significant losses with respect to the collection of trade receivables. The Company believes that its allowance for expected credit losses was adequate at December 31, 2021.

The Company entered into a strategic commercial supply agreement with KBI Biopharma for the supply of UDENYCA. The Company currently has not engaged back-up suppliers or vendors for this single-sourced service. If KBI Biopharma is not able to manufacture the supply needed in the quantities and timeframe required, the Company may not be able to supply the product in a timely manner.

Substantially all of the Company’s revenues are in the United States to three wholesalers. UDENYCA is currently the only product sold by the Company and accounted for all of the Company’s revenues in 2021, 2020 and 2019.

The Company has no significant monetary assets or liabilities in foreign currencies, and the Company has not had material foreign currency impacts for all years presented.

Inventory

Inventory is stated at the lower of cost or estimated net realizable value with cost determined under the first-in first-out method. Inventory costs include third-party contract manufacturing, third-party packaging services, freight, labor costs for personnel involved in the manufacturing process, and indirect overhead costs. The Company primarily uses actual costs to determine the cost basis for inventory. The determination of excess or obsolete inventory requires judgment including consideration of many factors, such as estimates of future product demand, current and future market conditions, product expiration information, and potential product obsolescence, among others.

Although the Company believes the assumptions used in estimating potential inventory write-downs are reasonable, if actual market conditions are less favorable than projected by management, write-downs of inventory, charges related to firm purchase commitments, or both may be required which would be recorded as cost of goods sold in the consolidated statement of operations. Adverse developments affecting the Company’s assumptions of the level and timing of demand for its products include those that are outside of the Company’s control such as the actions taken by competitors and customers, the direct or indirect effects of the COVID-19 pandemic, and other factors.

Prior to the regulatory approval of our product candidates, the Company incurred expenses for the manufacture of drug product that could potentially be available to support the commercial launch of our products. Inventory costs are capitalized when future commercialization is considered probable and the future economic benefit is expected to be realized, based on management’s judgment. A number of factors are considered, including the current status in the regulatory approval process, potential impediments to the approval process such as safety or efficacy, viability of commercialization and marketplace trends. All inventory on the consolidated balance sheet as of December 31, 2021 was related to UDENYCA. The Company began to capitalize inventory costs associated with UDENYCA after receiving regulatory approval in November 2018.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Interest costs incurred during the construction of major capital projects are capitalized until the underlying asset is ready for its intended use, at which point the capitalized interest costs are amortized as depreciation or amortization expense over the life of the underlying asset. When the Company disposes of property and equipment, it removes the associated cost and accumulated depreciation from the related accounts in the consolidated balance sheets and include any resulting gain or loss in the consolidated statements of operations. Eligible costs of internal use software and implementation costs of certain hosting arrangements are capitalized

and amortized over the estimated useful life of the software or associated hosting arrangement, as applicable. Depreciation and amortization are recognized using the straight-line method over the following estimated useful lives:


Computer equipment and software		3 - 7 years
Furniture and fixtures		5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Goodwill and Intangible Assets

Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets are measured at their respective fair values as of the acquisition date and may be subject to adjustment within the measurement period, which may be up to one year from the acquisition date. Intangible assets related to acquired in-process research and development (“IPR&D”) projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. Goodwill and intangible assets with indefinite useful lives are not amortized and are tested for impairment annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. Intangible assets of $2.6 million as of December 31, 2021 and 2020 consist of IPR&D. There were no impairments to goodwill or intangible assets during the years ended December 31, 2021, 2020 and 2019.

When development is successfully completed, which generally occurs when regulatory approval is obtained, the associated assets are deemed finite-lived and amortized over their respective estimated useful lives beginning at that point in time. Intangible assets with finite useful lives are amortized over their estimated useful lives, primarily on a straight-line basis, and are reviewed for impairment when facts or circumstances indicate that the carrying value of these assets may not be recoverable.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment and finite-lived intangible assets, are reviewed for impairment whenever facts or circumstances either internally or externally may indicate that the carrying value of an asset may not be recoverable. If there is an indication of impairment, the Company tests for recoverability by comparing the estimated undiscounted future cash flows expected to result from the use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. There were no material impairments recorded during the years ended December 31, 2021, 2020 and 2019.

Accrued Research and Development Expense

Clinical trial costs are a component of research and development expense. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research and manufacturing organizations and clinical sites. The Company determines the actual costs through monitoring patient enrollment, discussions with internal personnel and external service providers regarding the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services.

Net Revenues

The Company sells to wholesalers and distributors, (collectively, “Customers”). The Customers then resell to hospitals and clinics (collectively, “Healthcare Providers”) pursuant to contracts with the Company. In addition to distribution agreements with Customers and contracts with Healthcare Providers, the Company enters into arrangements with group purchasing organizations (“GPOs”) that provide for United States government-mandated or privately-negotiated rebates, chargebacks and discounts. The Company also enters into rebate arrangements with payers, which consist primarily of commercial insurance companies and government entities, to cover the reimbursement of our products to Healthcare Providers. The Company provides co-payment assistance to patients who have commercial insurance and meet certain eligibility requirements. Revenue from product sales is recognized at the point when a Customer obtains control of the product and the Company satisfies its performance obligation, which generally occurs at the time product is shipped to the Customer. Payment terms differ by jurisdiction and customer, but payment terms typically range from 30 to 67 days from date of shipment.

Product Sales Discounts and Allowances

Revenue from product sales is recorded at the net sales price (“transaction price”), which includes estimates of variable consideration for which reserves are established and that result from chargebacks, rebates, co-pay assistance, prompt-payment discounts, returns and other allowances that are offered within contracts between the Company and its Customers, Healthcare Providers, payers and GPOs. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions in trade receivables (if the amounts are payable to a Customer) or current liabilities (if the amounts are payable to a party other than a Customer). Where appropriate, these estimates take into consideration a range of possible outcomes that are probability-weighted for relevant factors such as historical experience, current contractual and statutory requirements, specifically known market events and trends, industry data and forecasted Customer buying and payment patterns. Overall, these reserves reflect the best estimates of the amount of consideration to which the Company is entitled based on the terms of its contracts. The amount of variable consideration that is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The actual amount of consideration ultimately received may differ. If actual results in the future vary from the Company’s estimates, the estimates will be adjusted, which will affect net product revenue in the period that such variances become known.

Chargebacks: Chargebacks are discounts that occur when Healthcare Providers purchase directly from a Customer. Healthcare Providers, which belong to Public Health Service institutions, non-profit clinics, government entities, GPOs, and health maintenance organizations, generally purchase the product at a discounted price. The Customer, in turn, charges back to the Company the difference between the price initially paid by the Customer and the discounted price paid by the Healthcare Providers to the Customer. The allowance for chargebacks is based on an estimate of sales through to Healthcare Providers from the Customer.

Discounts for Prompt Payment: The Company provides for prompt payment discounts to its Customers, which are recorded as a reduction in revenue in the same period that the related product revenue is recognized.

Rebates: Rebates include mandated discounts under the Medicaid Drug Rebate Program, other government programs and commercial contracts. Rebate amounts owed after the final dispensing of the product to a benefit plan participant are based upon contractual agreements or legal requirements with these public sector benefit providers. The accrual for rebates is based on statutory or contractual discount rates and expected utilization. The estimates for the expected utilization of rebates are based on Customer and commercially available payer data, as well as data collected from the Healthcare Providers, Customers, GPOs, and historical utilization rates. Rebates invoiced by payers, Healthcare Providers and GPOs are paid in arrears. If actual future rebates vary from estimates, the Company may need to adjust its accruals, which would affect net product revenue in the period of adjustment.

Co-payment Assistance: Patients who have commercial insurance and meet certain eligibility requirements may receive co-payment assistance. The calculation of the accrual for co-pay assistance is based on an estimate of claims and the cost per claim that the Company expects to receive associated with product that has been recognized as revenue.

Product Returns: The Company offers its Customers a limited product return right, which is principally based upon whether the product is damaged or defective, or the product’s expiration date. Product return allowance is estimated and recorded at the time of sale.

Other Allowances: The Company pays fees to Customers and GPOs for account management, data management and other administrative services. To the extent that the services received are distinct from the sale of products to the customer, these payments are classified in selling, general and administrative expense in the Company’s consolidated statements of operations, otherwise they are included as a reduction in product revenue.

Royalty Revenue

Royalty revenue from licensees, which is based on sales to third-parties of licensed products, is recorded when the third-party sale occurs and the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty revenue was insignificant for the periods presented and is included in total revenues.

Cost of Goods Sold

Cost of goods sold consists primarily of third-party manufacturing, distribution, and certain overhead costs. A portion of the costs of producing UDENYCA sold to date was expensed as research and development prior to the FDA approval of UDENYCA and, therefore, it is not reflected in the cost of goods sold. During the first quarter of 2021, the UDENYCA inventory with no inventory value was fully utilized.

On May 2, 2019, the Company and Amgen settled a trade secret action brought by Amgen. As a result, cost of goods sold reflects a mid-single digit royalty on net product revenue, which began on July 1, 2019. The royalty cost will continue for five years pursuant to the settlement.

In 2021, 2020 and 2019, cost of goods sold included write-offs for inventory of $5.1 million, $2.2 million and $0.4 million, respectively, that did not meet the Company’s acceptance criteria, net of credits received from manufacturers. In 2019, cost of goods sold included write-off of prepaid manufacturing costs of $1.3 million due to the cancellation of certain manufacturing reservations.

Research and Development Expense

Research and development expense represents costs incurred to conduct research, such as the discovery and development of our product candidates. The Company recognizes all research and development costs as they are incurred. The Company currently tracks research and development costs incurred on a product candidate basis only for external research and development expenses. The Company’s external research and development expense consists primarily of:

●

expense incurred under agreements with consultants, third-party CROs, and investigative sites where a substantial portion of the Company’s preclinical studies and all of its clinical trials are conducted;

●

costs of acquiring originator comparator materials and manufacturing preclinical study and clinical trial supplies and other materials from CMOs, and related costs associated with release and stability testing;

●

costs associated with manufacturing process development activities; and

●

upfront and milestone payments related to licensing and collaboration agreements.

Internal costs are associated with activities performed by the Company’s research and development organization and generally benefit multiple programs. These costs are not separately allocated by product candidate. Unallocated, internal research and development costs consist primarily of:

●

personnel-related expense, which include salaries, benefits and stock-based compensation; and

●

facilities and other allocated expense, which include direct and allocated expense for rent and maintenance of facilities, depreciation and amortization of leasehold improvements and equipment, laboratory and other supplies.

Products manufactured prior to regulatory approval may not be sold unless regulatory approval is obtained. The Company expenses manufacturing costs as incurred as research and development expense for products that have not been approved until future commercialization is considered probable and the future economic benefit is expected to be realized, based on management’s judgment. The Company began to capitalize inventory costs associated with UDENYCA after receiving regulatory approval in November 2018.

License Agreements

The Company has entered and may continue to enter into license agreements to access and utilize certain technology. To determine whether the licensing transactions should be accounted for as a business combination or as an asset acquisition, the Company makes certain judgments, which include assessing whether the acquired set of activities and assets would meet the definition of a business under the relevant accounting rules.

If the acquired set of activities and assets does not meet the definition of a business, the transaction is recorded as an asset acquisition and therefore, any acquired IPR&D that does not have an alternative future use is charged to expense at the acquisition date. To date none of the Company’s license agreements have been considered to be the acquisition of a business.

Selling, General and Administrative Expense

Selling, general and administrative expenses comprise primarily compensation and benefits associated with sales and marketing, finance, human resources, legal, information technology and other administrative personnel, outside marketing, advertising and legal expenses and other general and administrative costs. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses were $8.7 million, $3.8 million and $4.5 million in 2021, 2020 and 2019, respectively.

Stock-Based Compensation

The Company’s compensation programs include stock-based awards, and the related grants under these programs are accounted for at fair value. The fair values are recognized as compensation expense on a straight-line basis over the vesting period with the related costs recorded in cost of goods sold, research and development, and selling, general and administrative expense, as appropriate. The Company accounts for forfeitures as they occur.

Income Taxes

The Company utilizes the liability method of accounting for deferred income taxes. Under this method, deferred tax liabilities and assets are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. A valuation allowance is established against deferred tax assets because, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company’s policy is to record interest and penalties on uncertain tax positions as income tax expense.

The Company recognizes uncertain income tax positions at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. The Company does not expect its unrecognized tax benefits to change significantly in 2022.

Operating and Finance Leases

The Company determines if an arrangement is a lease at inception. The Company does not recognize right-of-use assets and lease liabilities related to short-term leases. The Company also does not separate lease and non-lease components for its facility and vehicle leases. Operating leases are included in other current liabilities, other assets, non-current, and lease liabilities, non-current in the consolidated balance sheets. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. The Company recognizes operating lease expense for these leases on a straight-line basis over the term of the lease.

The term under the Company’s vehicle lease agreement is 36 months. The vehicles leased under this arrangement were classified as finance leases. Finance leases are included in property and equipment, net, accrued and other current liabilities, and lease liabilities, non-current in the consolidated balance sheets and assets under Finance leases are depreciated to operating expenses on a straight-line basis over their estimated useful lives.

The operating and finance lease right-of-use assets and the lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company's leases generally do not provide an implicit rate.

Net (Loss) Income per Share

Basic net (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Diluted net income per share is computed by dividing the net income by the weighted-average number of common shares outstanding for the period plus any potential

dilutive common shares outstanding for the period determined using the treasury stock method for options, RSUs and ESPP and using the if-converted method for the convertible notes. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period, without consideration for any potential dilutive common share equivalents as their effect would be antidilutive (see Note 12. Net (Loss) Income Per Share).

Comprehensive (Loss) Income

Comprehensive (loss) income is composed of two components: net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income refers to gains and losses that under U.S. GAAP are recorded as an element of stockholders’ equity, but are excluded from net (loss) income. The Company’s other comprehensive (loss) income include foreign currency translation adjustments in 2021, 2020 and 2019.

Reclassifications

Certain prior year amounts in the consolidated balance sheets and consolidated statements of cash flows have been reclassified to conform with the current year presentation in 2021. As a result, there was no change to total assets on the consolidated balance sheet or net cash provided by operating activities on the consolidated statements of cash flows for the prior years.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The Company adopted this guidance as of January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements.

In October 2020, the FASB issued ASU 2020-10, Codification Improvements, which updates various codification topics by clarifying or improving disclosure requirements to align with the SEC’s regulations. The Company adopted this guidance as of January 1, 2021. The adoption did not have a material impact on the Company’s consolidated financial statements.

The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or that no material effect is expected on the consolidated financial statements as a result of future adoption.

Revenue

12 Months Ended

Dec. 31, 2021

Revenue

Revenue

2.Revenue

The Company initiated United States sales of UDENYCA on January 3, 2019. The Company recorded net revenue of $326.6 million, $475.8 million and $356.1 million during 2021, 2020 and 2019, respectively.

Revenue by significant Customer was distributed as follows:


	Year Ended December 31,
	2021		2020		2019
McKesson Corporation	39	%	38	%	42	%
AmeriSource-Bergen Corporation	39	%	37	%	33	%
Cardinal Health, Inc.	20	%	23	%	23	%
Others	2	%	2	%	2	%
Total revenue	100	%	100	%	100	%

Product Sales Discounts and Allowances

The activities and ending reserve balances for each significant category of discounts and allowances, which constitute variable consideration, were as follows:


	Year Ended December 31, 2021
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balance at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398
Provision related to sales made in:
Current period		470,791		113,705		94,703		679,199
Prior period		(2,876)		(4,976)		(3,555)		(11,407)
Payments and customer credits issued		(478,830)		(108,783)		(93,854)		(681,467)
Balance at December 31, 2021	$	29,665	$	54,004	$	26,054	$	109,723


	Year Ended December 31, 2020
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balance at December 31, 2019	$	35,159	$	27,494	$	24,494	$	87,147
Provision related to sales made in:
Current period		462,328		115,864		114,372		692,564
Prior period		(1,336)		(3,438)		(6,288)		(11,062)
Payments and customer credits issued		(455,571)		(85,862)		(103,818)		(645,251)
Balance at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398

Chargebacks and discounts for prompt payment are recorded as a reduction in trade receivables, and the remaining reserve balances are classified as current liabilities in the accompanying consolidated balance sheets.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Fair Value Measurements

3.Fair Value Measurements

The fair value of financial instruments are classified into one of the following categories:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Unrealized gains and losses in the Company’s investments in these money market funds were insignificant in 2021, 2020 and 2019.

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

Financial assets and liabilities measured at fair value on a recurring basis are summarized as follows:


	Fair Value Measurements
	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents (money market funds)	$	417,165	$	—	$	—	$	417,165
Restricted cash (money market funds)		440		—		—		440
Total financial assets	$	417,605	$	—	$	—	$	417,605
Financial Liabilities:
Contingent consideration	$	—	$	—	$	102	$	102


	Fair Value Measurements
	December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents (money market funds)	$	538,673	$	—	$	—	$	538,673
Restricted cash (money market funds)		440		—		—		440
Total financial assets	$	539,113	$	—	$	—	$	539,113
Financial Liabilities:
Contingent consideration	$	—	$	—	$	102	$	102

As part of the InteKrin acquisition in February 2014, the Company recognized contingent consideration associated with potential payments, which would be payable to the former InteKrin stockholders if the Company enters into a compound transaction agreement as defined in the InteKrin purchase agreement. In February 2020, the Company announced that it is seeking strategic alternatives to finance this program externally. As of December 31, 2021 and 2020, the $0.1 million fair value of the contingent consideration was recorded in other liabilities, non-current on the consolidated balance sheets.

1.5% Convertible Notes due 2026

The estimated fair value of the 1.5% Convertible Notes due 2026, which the Company issued in April 2020 (see Note 7. Debt Obligations) is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices observed in market trading. The market for trading of the Convertible Notes due 2026 is not considered to be an active market and therefore the estimate of fair value is based on Level 2 inputs. The estimated fair value of the Convertible Notes due 2026 was $271.9 million and $269.1 million (par value $230.0 million) as of December 31, 2021 and 2020, respectively.

8.2% Convertible Notes due 2022

The estimated fair value of the 8.2% Convertible Senior Notes Due 2022, which the Company issued on February 29, 2016 (see Note 7. Debt Obligations) is based on an income approach. When determining the estimated fair value of the Company’s 8.2% Convertible Notes due 2022, the Company used a single factor binomial lattice model which incorporates the terms and conditions of the convertible notes and market-based risk measurement that are indirectly observable, such as credit risk and therefore the estimate of fair value is based on Level 3 inputs. The lattice model produces an estimated fair value based on changes in the price of the underlying common shares price over successive periods of time. An estimated yield based on market data is used to discount straight debt cash flows. The estimated fair value was $108.4 million and $113.7 million (par value $100.0 million plus premium of $9.0 million) as of December 31, 2021 and 2020, respectively.

2025 Term Loan

The principal amount outstanding under the Company’s 2025 Term Loan (see Note 7. Debt Obligations) as of December 31, 2021 of $75.0 million is subject to a variable interest rate, which is based on three month LIBOR (“LIBOR”) plus a fixed percentage, and as such, the Company believes the carrying amount of these obligations approximates fair value.

- 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.

+ References + Details

Inventory

12 Months Ended

Dec. 31, 2021

Inventory

Inventory

4.Inventory

Inventory consisted of the following:


	December 31,
(in thousands)	2021		2020
Raw Materials	$	4,870	$	5,205
Work in process		65,117		43,952
Finished goods		23,265		43,032
Total	$	93,252	$	92,189

Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current on the consolidated balance sheets. As of December 31, 2021 and 2020, the non-current portion of inventory consisted of raw materials and work in process, as well as a portion of finished goods at December 31, 2020. The following table presents the inventory balance sheet classifications:


	December 31,
(in thousands)	2021		2020
Inventory	$	37,642	$	44,233
Inventory, non-current		55,610		47,956
Total	$	93,252	$	92,189

Prepaid manufacturing of $13.7 million as of December 31, 2021 includes prepayments of $8.3 million to a CMO for manufacturing services for UDENYCA, which the Company expects to be converted into inventory during 2022; and prepayments of $5.4 million to various CMOs for research and development pipeline programs. Prepaid manufacturing of $19.4 million as of December 31, 2020 includes prepayments of $8.9 million to a CMO for manufacturing services for UDENYCA; and prepayments of $10.5 million to various CMOs for other research and development pipeline programs.

In February 2021, the Company announced the discontinuation of the development of CHS-2020, a biosimilar of Eylea as part of a realignment of research and development resources toward other development programs. As a result, the Company recognized $11.2 million within research and development expense on the consolidated statement of operations in 2021, which included an impairment charge of $3.2 million for the write-off of prepaid manufacturing services no longer deemed to have future benefits.

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Balance Sheet Components

Balance Sheet Components

5.Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following:


	December 31,
(in thousands)	2021		2020
Machinery and equipment	$	11,876	$	13,301
Computer equipment and software		3,033		3,996
Furniture and fixtures		1,129		1,268
Leasehold improvements		5,942		5,830
Finance lease right of use assets		2,294		1,451
Construction in progress		388		312
Total property and equipment		24,662		26,158
Accumulated depreciation and amortization		(16,849)		(16,050)
Property and equipment, net	$	7,813	$	10,108

Depreciation and amortization expense was $3.5 million, $2.9 million and $3.3 million in 2021, 2020 and 2019, respectively. There were no material impairments of property and equipment in 2021, 2020 and 2019.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:


	December 31,
(in thousands)	2021		2020
Accrued manufacturing and clinical	$	30,541	$	11,365
Accrued co-development costs for toripalimab		1,926		—
Accrued other		12,168		12,182
Lease liabilities, current		3,492		3,132
Total Accrued and other current liabilities	$	48,127	$	26,679

Collaborations and Other Arrangements

12 Months Ended

Dec. 31, 2021

Collaborations and Other Arrangements

Collaborations and Other Arrangements

6.Collaborations and Other Arrangements

Junshi Biosciences

On February 1, 2021, the Company entered into Collaboration Agreement with Junshi Biosciences for the co-development and commercialization of toripalimab, Junshi Biosciences’ anti-PD-1 antibody, in the United States and Canada.

Under the terms of the Collaboration Agreement, the Company paid $150.0 million upfront for exclusive rights to toripalimab in the United States and Canada, options in these territories to Junshi Biosciences’ anti-TIGIT antibody and next-generation engineered IL-2 cytokine, and certain negotiation rights to two undisclosed preclinical immuno-oncology drug candidates. The Company will have the right to conduct all commercial activities of toripalimab in the United States and Canada. The Company will be obligated to pay Junshi Biosciences a 20% royalty on net sales of toripalimab and up to an aggregate $380.0 million in one-time payments for the achievement of various regulatory and sales milestones. If the Company exercises its options, it will be obligated to pay an option exercise fee for each of the anti-TIGIT antibody and the IL-2 cytokine of $35.0 million per program. Additionally, for each exercised option, the Company will be obligated to pay Junshi Biosciences an 18% royalty on net sales and up to an aggregate $255.0 million for the achievement of various regulatory and sales milestones. Under the Collaboration Agreement, the Company retains the right to collaborate in the development of toripalimab and the other licensed compounds and will pay for a portion of these co-development activities up to a maximum of $25.0 million per licensed compound per year. Additionally, the Company is responsible for certain associated regulatory and technology transfer costs for toripalimab and other licensed compounds and will reimburse Junshi Biosciences for such costs. The Company recognized research and development expense of $39.4 million in the consolidated statement of operations for the year ended December 31, 2021, and had $1.9 million recorded in accrued and other current liabilities on the consolidated balance sheets as of December 31, 2021 related to the co-development, regulatory and technology transfer costs. The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. In addition, the Company recorded research and development expense of $145.0 million during the first quarter of 2021, related to the upfront payment for exclusive rights to toripalimab in the United States and Canada. The Company had entered into a Right of First Negotiation agreement with Junshi Biosciences and paid a fee of $5.0 million which was fully expensed as research and development expense in the fourth quarter of 2020. The Right of First Negotiation fee was fully credited against the total upfront license fee obligation under the Collaboration Agreement. As of December 31, 2021, the Company did not have any outstanding milestone or royalty payment obligations to Junshi Biosciences.

In January 2022, the Company took steps that it expects will result in the payment to Junshi Biosciences of an additional $35.0 million upon the closing of the exercise of our option to license JS006, a TIGIT-targeted antibody, in the United States and Canada. The $35.0 million payment for the option to license JS006 will be reflected in our first quarter 2022 financial statements (see Note 14. Subsequent Events). The additional milestone payments, option fees and royalties are contingent upon future events and, therefore, will be recorded when it is probable that a milestone will be achieved, option fees will be incurred or when royalties are due.

In connection with the Collaboration Agreement, the Company entered into the Stock Purchase Agreement with Junshi Biosciences agreeing, subject to customary conditions, to acquire certain equity interests in the Company. Pursuant to the Stock Purchase Agreement, on April 16, 2021, the Company issued 2,491,988 unregistered shares of its common stock to Junshi Biosciences, at a price per share of $20.06, for an aggregate value of approximately $50.0 million cash. Under the terms of the Stock Purchase Agreement, Junshi Biosciences

is not permitted to sell, transfer, make any short sale of, or grant any option for the sale of the common stock for the two-year period following its effective date. The Collaboration Agreement and the Stock Purchase Agreement were negotiated concurrently and were therefore evaluated as a single agreement. The Company used the “Finnerty” and “Asian put” valuation models and determined the fair value for the discount for lack of marketability was $9.0 million at the date the shares were issued. The fair value of the DLOM was attributable to the Collaboration Agreement and was included as an offset against the research and development expense in the consolidated statement of operations for the year ended December 31, 2021.

Innovent Biologics (Suzhou) Co., Ltd.

On January 13, 2020, the Company entered into a license agreement with Innovent for the development and commercialization of a biosimilar version of bevacizumab (Avastin) in any dosage form and presentations in the United States and Canada. Under the License Agreement, Innovent granted to the Company an exclusive, royalty-bearing license to develop and commercialize the bevacizumab Licensed Product in the field of treatment, prevention or amelioration of any human diseases and conditions as included in the label of Avastin. Under the License Agreement, the Company also acquired an option to develop and commercialize Innovent’s biosimilar version of rituximab (Rituxan) in any dosage form and presentations in the Territory. Subject to the terms of the License Agreement, the Company may exercise its option within 12 months of its receipt of certain regulatory materials from Innovent. Following the Company’s option exercise, Innovent’s biosimilar version of rituximab would be deemed an Innovent Licensed Product for all purposes of the License Agreement and Innovent would grant to the Company an exclusive, royalty-bearing license to develop and commercialize Innovent’s biosimilar version of rituximab in the field of treatment, prevention or amelioration of any human diseases and conditions as included in the label of Rituxan.

Innovent will supply the Innovent Licensed Products to the Company in accordance with a manufacturing and supply agreement to be executed by the parties. Under the License Agreement, the Company acquired the right to require Innovent to perform technology transfer for the manufacturing of the Innovent Licensed Products in the Territory and, upon completion of such technology transfer, the Company will have the exclusive right to manufacture the Innovent Licensed Products in the Territory.

Under the License Agreement, the Company committed to pay Innovent a $5.0 million upfront payment and an aggregate of up to $40.0 million in milestone payments in connection with the achievement of certain development, regulatory and sales milestones with respect to the bevacizumab Licensed Product and, if the Company’s option is exercised, an aggregate of up to $40.0 million in milestone payments in connection with the achievement of certain development, regulatory and sales milestones with respect to the rituximab Licensed Product. The Company will share a percentage of net sales of Innovent Licensed Products with Innovent in the mid-teens to low twenty percent range. If the Company exercises its option to acquire Innovent’s biosimilar version of rituximab (Rituxan), it would be required to pay a fee of $5.0 million. Subject to the terms of the License Agreement, if the Company requests Innovent to perform technology transfer for the manufacturing of the Innovent Licensed Products, it would be required to pay up to $10.0 million for fees related thereto. The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. The Company recorded research and development expense of $7.5 million during the year ended December 31, 2020 related to an upfront payment and a milestone payment for the bevacizumab Licensed Product. During the year ended December 31, 2021, the Company recognized research and development expense of $1.1 million related to bevacizumab Licensed Product development activities directly with Innovent. As of December 31, 2021, the Company did not have any outstanding milestone or royalty payment obligations to Innovent.

The additional milestone payments, option fee for licensing of rituximab (Rituxan), manufacturing technology transfer fee and royalties are contingent upon future events and, therefore, will be recorded when such payments become probable.

Bioeq

On November 4, 2019, the Company entered into a license agreement with Bioeq for the commercialization of a biosimilar version of ranibizumab (Lucentis) in certain dosage forms in both a vial and pre-filled syringe presentation. Under this agreement, Bioeq granted to the Company an exclusive, royalty-bearing license to commercialize the Bioeq Licensed Products in the field of ophthalmology (and any other approved labelled indication) in the United States. Bioeq will supply to the Company the Bioeq Licensed Products in accordance with terms and conditions specified in the agreement and a manufacturing and supply agreement to be executed by the parties in accordance therewith. The agreement’s initial term continues in effect forten years after the first commercial sale of a Bioeq Licensed Product in the United States, and thereafter renews for an unlimited period of time unless otherwise terminated in accordance with its terms.

Under the agreement, Bioeq must use commercially reasonable efforts to develop and obtain regulatory approval of the Bioeq Licensed Products in the United States in accordance with a development and manufacturing plan, and the Company must use commercially reasonable efforts to commercialize the Bioeq Licensed Products in accordance with a commercialization plan. Additionally, the Company must commit certain pre-launch and post-launch resources to the commercialization of the Bioeq Licensed Products for a limited time as specified in the agreement.

The Company accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. The Company paid Bioeq an upfront and a milestone payment aggregating to €10 million ($11.1 million), which was recorded as research and development expense in the Company’s consolidated statement of operations in 2019. The Company is obligated to pay Bioeq an aggregate of up to €12.5 million in additional milestone payments in connection with the achievement of certain development and regulatory milestones with respect to the Bioeq Licensed Products in the United States. The Company will share a percentage of gross profits on sales of Bioeq Licensed Products in the United States with Bioeq in the low to mid fifty percent range. The additional milestone payments and royalties are contingent upon future events and, therefore, will be recorded when it is probable that a milestone will be achieved or when royalties are due. As of December 31, 2021 and 2020, the Company did not have any outstanding obligations for milestones and royalties to Bioeq.

Debt Obligations

12 Months Ended

Dec. 31, 2021

Debt Obligations

Debt Obligations

7.Debt Obligations

1.5% Convertible Senior Subordinated Notes due 2026

In April 2020, the Company issued and sold $230.0 million aggregate principal amount of its 1.5% Convertible Senior Subordinated notes due 2026 (the “2026 Convertible Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the offering were $222.2 million after deducting initial purchasers’ fees and offering expenses. The 2026 Convertible Notes are general unsecured obligations and will be subordinated to the Company’s designated senior indebtedness (as defined in the indenture for the 2026 Convertible Notes) and structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables. The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, since October 15, 2020, and will mature on April 15, 2026, unless earlier repurchased or converted.

At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their 2026 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 51.9224 shares of common stock per $1,000 principal amount of the 2026 Convertible Notes, which represents an initial conversion price of approximately $19.26 per share of common stock. The initial conversion price represents a premium of approximately 30.0% over the last reported sale of $14.815 per share of the Company’s common stock on the Nasdaq Global Market on April 14, 2020, the date the 2026 Convertible Notes were issued. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, the Company will, in certain circumstances, increase the conversion rate for a specified period of time for noteholders who convert their 2026 Convertible Notes in connection with that make-whole fundamental change. The 2026 Convertible Notes are not redeemable at the Company’s election before maturity. If a “fundamental change” (as defined in the indenture for the 2026 Convertible Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their 2026 Convertible Notes for cash. The repurchase price will be equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The 2026 Convertible Notes have customary provisions relating to the occurrence of “events of default” (as defined in the Indenture for the 2026 Convertible Notes). The occurrence of such events of default could result in the acceleration of all amounts due under the 2026 Convertible Notes.

As of December 31, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2026 Convertible Notes.

The Company evaluated the features embedded in the 2026 Convertible Notes under the relevant accounting rules and concluded that the embedded features do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as

an equity component. The proceeds received from the issuance of the convertible debt were recorded as a liability on the consolidated balance sheets.

Capped Call Transactions

In connection with the pricing of the 2026 Convertible Notes, the Company also paid $18.2 million to enter into privately negotiated capped call transactions with one or a combination of the initial purchasers, their respective affiliates and other financial institutions (the “option counterparties”). The capped call transactions are generally expected to reduce the potential dilution upon conversion of the 2026 Convertible Notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the 2026 Convertible Notes, and is subject to anti-dilution adjustments generally similar to those applicable to the conversion rate of the 2026 Convertible Notes. The cap price of the capped call transactions will initially be $25.9263 per share, which represents a premium of approximately 75.0% over the last reported sale price of the Company’s common stock of $14.815 per share on April 14, 2020, and is subject to certain adjustments under the terms of the capped call transactions.

The capped call transactions are accounted for as separate transactions from the 2026 Convertible Notes and classified as equity instruments. Therefore, the total $18.2 million capped call premium paid was recorded as a reduction to additional paid-in capital on the consolidated balance sheets. The capped calls will not be subsequently re-measured as long as the conditions for equity classification continue to be met.

The Company incurred $0.9 million of debt issuance costs relating to the issuance of the 2026 Convertible Notes, which were recorded as a reduction to the notes on the consolidated balance sheet. The debt issuance costs are being amortized and recognized as additional interest expense over the six-year contractual term of the notes using the effective interest rate method.

The following table summarizes components of the 2026 Convertible Notes:


	December 31,
(in thousands)	2021		2020
Principal amount of the 2026 Convertible Notes	$	230,000	$	230,000
Unamortized debt discount and debt issuance costs		(5,712)		(6,971)
Total 2026 Convertible Notes	$	224,288	$	223,029

If the 2026 Convertible Notes were converted on December 31, 2021, the holders of the 2026 Convertible Notes would have received common shares with an aggregate value of $190.6 million based on the Company’s closing stock price of $15.96 as of December 31, 2021.

The following table presents the components of interest expense related to 2026 Convertible Notes:



	Year Ended December 31,
(in thousands)	2021		2020
Stated coupon interest	$	3,450	$	2,434
Accretion of debt discount and debt issuance costs		1,259		873
Total interest expense	$	4,709	$	3,307

The remaining unamortized debt discount and debt offering costs related to the Company’s 2026 Convertible Notes of $5.7 million as of December 31, 2021, will be amortized using the effective interest rate over the remaining term of the 2026 Convertible Notes of 4.3 years. The annual effective interest rate is 2.1% for the 2026 Convertible Notes.

Future payments on the 2026 Convertible Notes as of December 31, 2021 are as follows:


Year ending December 31, (in thousands)
2022	$	3,450
2023		3,450
2024		3,450
2025		3,450
2026 and beyond		231,725
Total minimum payments		245,525
Less amount representing interest		(15,525)
2026 Convertible Notes, principal amount		230,000
Less debt discount and debt issuance costs on 2026 Convertible Notes		(5,712)
Net carrying amount of 2026 Convertible Notes	$	224,288

8.2% Convertible Notes due 2022

On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount, which excludes a 9.0% premium due at maturity or redemption, of its 2022 Convertible Notes and received total net proceeds of approximately $99.2 million, after deducting issuance costs of $0.8 million. The 2022 Convertible Notes constitute general, senior unsubordinated obligations of the Company and are guaranteed by certain subsidiaries of the Company. The 2022 Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, since March 31, 2016, and will mature on March 31, 2022, unless earlier converted, redeemed or repurchased. If the Company fails to satisfy certain registration or reporting requirements, then additional interest will accrue on the 2022 Convertible Notes at a rate of up to 0.50% per annum in the aggregate. The 2022 Convertible Notes also bear a premium of 9.0% of their principal amount, which is payable when the 2022 Convertible Notes mature or are repurchased or redeemed by the Company.

The 2022 Convertible Notes were issued to Healthcare Royalty Partners III, L.P., for $75.0 million in aggregate principal amount, and to three related party investors, KKR Biosimilar L.P., MX II Associates LLC, and KMG Capital Partners, LLC, for $20.0 million, $4.0 million, and $1.0 million, respectively, in aggregate principal amount.

At any time before the close of business on the business day immediately preceding March 31, 2022, the 2022 Convertible Note noteholders may convert their 2022 Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 44.7387 shares of common stock per $1,000 principal amount of the 2022 Convertible Notes, which represents an initial conversion price of approximately $22.35 per share of common stock. The initial conversion price represents a 60% premium over the average last reported sale price of our common stock over the 15 trading days preceding the date the 2022 Convertible Notes were issued. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. The 2022 Convertible Notes are redeemable in whole, and not in part, at the Company’s option with effect from March 31, 2020, if the last reported sale price per share of common stock exceeds 160% of the conversion price on 20 or more trading days during the 30 consecutive trading days preceding the date on which the Company sends notice of such redemption to the holders of the 2022 Convertible Notes. At maturity or redemption, if not earlier converted, the Company will pay 109% of the principal amount of the 2022 Convertible Notes maturing or being redeemed, together with accrued and unpaid interest, in cash.

The 2022 Convertible Notes contain customary negative covenants and events of default, the occurrence of which could result in the acceleration of all amounts due under the 2022 Convertible Notes. The 2022 Convertible Notes also contain covenants restricting the Company’s ability to incur additional indebtedness for borrowed money or convertible preferred stock and to pay dividends or make distributions on the Company’s equity interests, subject to certain exceptions. As of December 31, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2022 Convertible Notes.

The Company evaluated the features embedded in the 2022 Convertible Notes under the relevant accounting rules and concluded that the embedded features do not meet the requirements for bifurcation, and therefore do not need to be separately accounted for as an equity component.

The Company granted the holders of the 2022 Convertible Notes certain registration rights requiring the Company to register, under the Securities Act of 1933, as amended, the resale of the shares of common stock issuable upon conversion or settlement of the 2022 Convertible Notes.

The following table summarizes components of the 2022 Convertible Notes:


	December 31,
(in thousands)	2021		2020
Principal amount of the 2022 Convertible Notes	$	81,750	$	81,750
Unamortized debt discount and debt issuance costs		(391)		(1,865)
2022 Convertible Notes	$	81,359	$	79,885
Principal amount of the 2022 Convertible Notes - related parties	$	27,250	$	27,250
Unamortized debt discount and debt issuance costs - related parties		(130)		(622)
2022 Convertible Notes - related parties	$	27,120	$	26,628
Total 2022 Convertible Notes, net carrying amount	$	108,479	$	106,513

In January 2022, the Company entered into the 2027 Term Loans (see Note 14. Subsequent Events). Since the Company expects to refinance the 2022 Convertible Notes with proceeds from the 2027 Term Loans which will be funded no later than April 1, 2022, subject to the delivery certain customary deliverables and which mature in 2027, the 2022 Convertible Notes were classified as non-current on the December 31, 2021 consolidated balance sheets. The contractual future payments on the 2022 Convertible Notes as of December 31, 2021, without consideration of the expected refinancing, is $111.1 million due in 2022, inclusive of $2.1 million of interest.

If the 2022 Convertible Notes were converted on December 31, 2021, the holders of the 2022 Convertible Notes would receive common shares with an aggregate value of $71.4 million based on the Company’s closing stock price of $15.96.

The following table presents the components of interest expense of the 2022 Convertible Notes:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Stated coupon interest	$	6,150	$	6,150	$	6,150
Accretion of debt discount and debt issuance costs		1,475		1,343		1,223
Interest expense	$	7,625	$	7,493	$	7,373
Stated coupon interest - related parties	$	2,050	$	2,050	$	2,050
Accretion of debt discount and debt issuance costs - related parties		491		448		407
Interest expense - related parties	$	2,541	$	2,498	$	2,457
Total interest expense	$	10,166	$	9,991	$	9,830

The remaining total unamortized debt discount and debt offering costs related to the Company’s 2022 Convertible Notes and 2022 Convertible Notes – related parties of $0.5 million as of December 31, 2021, will be amortized using the effective interest rate over the remaining term of three months from the balance sheet date. The annual effective interest rate is 9.5% for the 2022 Convertible Notes and 2022 Convertible Notes – related parties.

2025 Term Loan

On January 7, 2019 (the “2025 Term Loan Closing Date”), the Company entered into a credit agreement (the “2025 Term Loan”) with affiliates of Healthcare Royalty Partners (together, the “Lender”). The 2025 Term Loan consists of a six-year term loan facility for an aggregate principal amount of $75.0 million (the “Borrowings”). The obligations of the Company under the loan documents are guaranteed by the Company’s material domestic United States subsidiaries.

The Borrowings under the 2025 Term Loan bear interest through maturity at 7.00% per annum plus three month LIBOR. Pursuant to the terms of the 2025 Term Loan, the interest rate was reduced to 6.75% per annum plus LIBOR as of January 1, 2020 as the consolidated net sales for UDENYCA for the fiscal year ending December 31, 2019 were in excess of $250.0 million. Interest is payable quarterly in arrears. Under the prospective method to account for future cash payments adopted by the Company, the effective interest rate is not

constant, and any change in the expected cash flows is recognized prospectively as an adjustment to the effective yield. As of December 31, 2021, the effective interest rate was 10.7%.

Pursuant to the terms of the 2025 Term Loan, the Company was required to begin paying principal on the Borrowings in equal quarterly installments beginning on the third anniversary of the 2025 Term Loan Closing Date, with the outstanding balance to be repaid on January 7, 2025, the maturity date. However, in January 2022, the Company entered into the 2027 Term Loans (see Note 14. Subsequent Events) and voluntarily prepaid all amounts outstanding under the 2025 Term Loan, pursuant to which a payoff amount of $81.9 million was outstanding. Since the Company expected to refinance the 2025 Term Loan with proceeds from Tranche A of the 2027 Term Loans which was funded on January 5, 2022 and will mature in 2027, the 2025 Term Loan was classified as non-current on the December 31, 2021 consolidated balance sheets.

If all or any of the Borrowings are prepaid or required to be prepaid under the 2025 Term Loan, then the Company shall pay, in addition to such prepayment, a prepayment premium equal to (i) with respect to any prepayment paid or required to be paid on or prior to the three year anniversary of the Credit Agreement Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the 2025 Term Loan Closing Date, (ii) with respect to any prepayment paid or required to be paid after the three year anniversary of the 2025 Term Loan Closing Date but on or prior to the four year anniversary of the 2025 Term Loan Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, (iii) with respect to any prepayment paid or required to be paid after the four year anniversary of the 2025 Term Loan Closing Date but on or prior to the five year anniversary of the 2025 Term Loan Closing Date, 2.50% of the Borrowings prepaid or required to be prepaid, and (iv) with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid.

In connection with the 2025 Term Loan, the Company paid a fee to the Lender of approximately $1.1 million at closing in the form of an original issue discount. Upon the prepayment or maturity of the Borrowings (or upon the date such prepayment or repayment is required to be paid), it is required to pay an additional exit fee in an amount equal to 4.00% of the total principal amount of the Borrowings.

The obligations under the 2025 Term Loan are secured by a lien on substantially all of the Company’s tangible and intangible property, including intellectual property. The 2025 Term Loan contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, restrict the ability of the Company and its subsidiaries to, incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA must not be lower than $70.0 million for the fiscal year ending December 31, 2019, (b) $125.0 million for the fiscal year ending December 31, 2020, and (c) $150.0 million for each fiscal year thereafter. A failure to comply with these covenants could permit the Lender under the 2025 Term Loan to declare the Borrowings, together with accrued interest and fees, to be immediately due and payable.

As of December 31, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2025 Term Loan.

The following table summarizes components of the 2025 Term Loan:


	December 31,
(in thousands)	2021		2020
Principal amount of the 2025 Term Loan	$	75,000	$	75,000
Exit fee due on payment of 2025 Term Loan		3,000		3,000
2025 Term Loan, gross		78,000		78,000
Unamortized exit fee, debt discount and debt issuance costs, net		(2,487)		(3,519)
Net carrying amount of 2025 Term Loan	$	75,513	$	74,481

The following table presents the components of interest expense of the 2025 Term Loan:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Stated coupon interest	$	7,034	$	7,053	$	7,063
Accretion of debt discount and debt issuance costs		1,032		818		709
Interest expense	$	8,066	$	7,871	$	7,772

In January 2022, the 2025 Term Loan was refinanced with proceeds from the 2027 Term Loans which mature in 2027 (see Note 14. Subsequent Events). Therefore, the 2025 Term Loan was classified as non-current on the consolidated balance sheets at December 31, 2021. If the refinancing had not occurred, the future payments on the 2025 Term Loan as of December 31, 2021 would be as follows:


Year ending December 31, (in thousands)
2022	$	29,294
2023		27,130
2024		24,972
2025		8,780
Total minimum payments		90,176
Less amount representing interest		(12,176)
2025 Term Loan, gross		78,000
Less unamortized exit fee, debt discount and debt issuance costs, net		(2,487)
Net carrying amount of 2025 Term Loan	$	75,513

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies.

Commitments and Contingencies

8.	Commitments and Contingencies

Purchase Commitments

The Company entered into agreements with certain vendors to secure raw materials and certain CMOs to manufacture its supply of products. As of December 31, 2021, the Company’s non-cancelable contractual obligations under the terms of its agreements are as follows:


Years ending December 31, (in thousands)
2022	$	27,052
2023		16,300
2024		10,108
2025		268
2026		179
Total obligations	$	53,907

The Company enters into contracts in the normal course of business with contract research organizations for preclinical studies and clinical trials and CMOs for the manufacture of clinical trial materials. The contracts are cancellable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would generally only be obligated for products or services that the Company had received as of the effective date of the termination and any applicable cancellation fees.

Guarantees and Indemnifications

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. The Company would assess the likelihood of any adverse judgments or related claims, as well as ranges of probable losses. In the cases where the Company believes that a reasonably possible or probable loss exists, it will disclose the facts and circumstances of the claims, including an estimate range, if possible.

Legal Proceedings

The Company is a party to various legal proceedings and claims that arise in the ordinary, routine course of business and that have not been fully resolved. The outcome of such legal proceedings and claims is inherently uncertain. Accruals are recognized for such legal proceedings and claims to the extent that a loss is both probable and reasonably estimable. The best estimate of a loss within a range is accrued; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. If its determined that a material loss is reasonably possible and the loss or range of loss can be estimated, the possible loss is disclosed. Sometimes it is not possible to determine the outcome of these matters or, unless otherwise noted, the outcome (including in excess of any accrual) is not expected to be material, and the maximum potential exposure or the range of possible loss cannot be reasonably estimated. The Company did not have any material accruals in the consolidated balance sheets as of December 31, 2021 and 2020.

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party, or that any of the Company or its subsidiaries' property is subject.

Leases

12 Months Ended

Dec. 31, 2021

Leases

Leases

9.Leases

The Company leases approximately 47,789 square feet of office space for its corporate headquarters in Redwood City, California. This lease terminates in September 2024 and contains a one-time option to extend the lease term for five years. The Company also leases approximately 25,017 square feet for its laboratory facilities in Camarillo, California which commenced in January 2020. This lease terminates in May 2027 and contains a one-time option to extend the lease term for five years. Both facility leases provide for certain limited rent abatement and annual scheduled rent increases over their respective lease terms.

The Company determined that the above facility leases were operating leases. The options to extend the lease terms for these leases were not included as part of the right-of-use asset or lease liability as it was not reasonably certain the Company would exercise those options.

In 2019, the Company entered into a vehicle lease agreement, pursuant to which the Company currently leases approximately 50 vehicles. Delivery of the vehicles commenced during the first quarter of 2020. The term of each leased vehicle is 36 months and commences upon the delivery of the vehicle. The vehicles leased under this arrangement were classified as finance leases.

For the leases that commenced prior to January 1, 2019 (adoption date of ASC 842), the Company determined the present value of the lease payments using the incremental borrowing rate on that date. For all other leases, the Company used the incremental borrowing rate on the lease commencement or the lease modification date, as applicable.

Supplemental information related to the Company’s leases is as follows:


(in thousands)		December 31,
Assets	Balance Sheet Classification	2021		2020
Operating lease	Other assets, non-current	$	8,193	$	9,956
Finance lease	Property and equipment, net		1,220		1,451
Total leased assets		$	9,413	$	11,407


(in thousands)		December 31,
Liabilities	Balance Sheet Classification	2021		2020
Operating lease liabilities, current	Accrued and other current liabilities	$	2,751	$	2,573
Operating lease liabilities, non-current	Lease liabilities, non-current		6,753		9,073
Total operating lease liabilities		$	9,504	$	11,646

Finance lease liabilities, current	Accrued and other current liabilities	$	741	$	560
Finance lease liabilities, non-current	Lease liabilities, non-current		498		875
Total finance lease liabilities		$	1,239	$	1,435

Operating lease costs were $3.1 million, $3.1 million and $2.4 million in 2021, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of the operating lease liabilities in 2021 and 2020 was $3.4 million and $3.2 million, respectively, and was included in net cash used in operating activities in the consolidated statements of cash flows. Finance lease costs and cash paid for amounts included in the measurement of finance lease liabilities were immaterial during 2021, 2020 and 2019.

As of December 31, 2021, the maturities of the lease liabilities were as follows:


Years ending December 31, (in thousands)	Operating leases		Finance leases
2022	$	3,401	$	790
2023		3,560		449
2024		3,014		61
2025		412		—
2026 and thereafter		416		—
Total lease payments		10,803		1,300
Less imputed interest		(1,299)		(61)
Lease liabilities	$	9,504	$	1,239

As of December 31, 2021 and 2020, the weighted average remaining lease term for operating leases was 3.2 years and 4.1 years, respectively. The weighted average discount rate used to determine the operating lease liabilities was 8.0% and 8.1% as of December 31, 2021 and 2020, respectively. The weighted average remaining lease term for finance leases was 1.7 years and 2.4 years as of December 31, 2021 and 2020, respectively. The weighted average discount rate used to determine the finance lease liabilities was 5.8% as of December 31, 2021 and 2020, respectively.

Stock-Based Compensation and Employee Benefits

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

Stock-Based Compensation

10.Stock-Based Compensation and Employee Benefits

Equity Incentive Plans

In October 2014, the Company’s board of directors and its stockholders adopted the 2014 Equity Incentive Plan, which became effective upon the closing of the Company’s IPO on November 6, 2014. The 2014 Plan is subject to automatic annual increases in the number of shares available for issuance on the first business day of each fiscal year equal to four percent (4%) of the number of shares of the Company’s common stock outstanding as of such date or a lesser number of shares as determined by the Company’s board of directors. All remaining shares under the Company’s 2010 Stock Plan (the “2010 Plan”) were transferred to the 2014 Plan upon adoption and any additional shares that would otherwise return to the 2010 Plan as a result of forfeiture, termination or expiration of the awards will return to the 2014 Plan. The 2014 Plan provided for the Company to grant shares and/or options to purchase shares of common stock to employees, directors, consultants and other service providers. While the 2014 Plan allows for non-qualified or incentive stock options, all option grants made since June 2016 have been for non-qualified stock options. Under the 2010 Plan, no awards have been issued since 2014, and there were no shares of common stock available for future issuance as of December 31, 2021. There were 468,671 shares of common stock available for future issuance as of December 31, 2021 under the 2014 Plan.

In June 2016, the Company adopted the 2016 Employment Commencement Incentive Plan. The 2016 Plan is designed to comply with the inducement exemption contained in Nasdaq’s Rule 5635(c)(4), which provides for the grant of non-qualified stock options, restricted stock units, restricted stock awards, performance awards, dividend equivalents, deferred stock awards, deferred stock units, stock payment and stock appreciation rights to a person not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company. As of December 31, 2021, the Company had 446,037 shares of common stock available for future issuance for new employees. The 2016 Plan does not provide for any annual increases in the number of shares available.

Stock option exercises are settled with common stock from the plans’ previously authorized and available pool of shares. If any shares subject to an award granted under the 2014 Plan or the 2016 Plan expire or become forfeited, terminated or canceled without the issuance of shares, the shares subject to such awards are added back into the authorized pool on the same basis that they were removed. In addition, shares withheld to pay for minimum statutory tax obligations with respect to full-value awards are added back into the

authorized pool. The annual grant to eligible employees can vary on the type of award, and the award size is determined by the employee’s grade level.

Stock Options

Incentive stock options and non-statutory stock options may be granted with exercise prices of not less than the fair value of the common stock on the date of grant. These stock options generally vest over four years, expire in ten years from the date of grant and are generally exercisable after vesting.

The following table sets forth the summary of option activities under the 2016 Plan and the 2014 Plan:


	Options Outstanding
		Weighted-
	Number of	Average
	Options	Exercise Price
Balances at December 31, 2020	19,014,835	$	15.41
Granted - at fair value	4,559,125	$	16.62
Exercised	(1,316,361)	$	7.91
Forfeited/Canceled	(2,297,784)	$	17.96
Balances at December 31, 2021	19,959,815	$	15.89

Additional information related to the status of options as of December 31, 2021 is summarized as follows:


				Weighted-
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual Terms	Value (in
	Options	Price		(Years)	thousands)
Options outstanding	19,959,815	$	15.89	6.4	$	47,892
Options vested and exercisable	13,453,683	$	15.56	5.4	$	43,291

During the years ended December 31, 2021, 2020 and 2019, the estimated weighted-average grant-date fair value of options granted was $9.80, $10.94 and $9.52 per share, respectively, and the aggregate intrinsic value of options exercised was $9.7 million, $14.6 million and $10.3 million, respectively. The intrinsic value is defined as the difference between the current market value and the exercise price.

The Company recognized stock-based compensation expense of $36.7 million, $30.3 million and $31.4 million in 2021, 2020 and 2019, respectively, related to stock options. As of December 31, 2021, total unrecognized stock-based compensation expenses related to unvested stock options was $61.4 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 2.6 years.

Restricted Stock Units

The Company grants restricted stock units (“RSUs”) primarily to its employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our common stock upon vesting. The RSUs cannot be transferred and are subject to forfeiture if the holder’s employment terminates prior to the release of the vesting restrictions. The Company’s RSUs generally vest over one to three years from the applicable grant date, provided the employee remains continuously employed with the Company. The estimated fair value of RSUs is based on the closing price of our common stock on the grant date.

The following table sets forth the summary of RSUs activity, under the 2014 Plan:


	RSUs Outstanding
		Weighted-Average
	Number of	Grant Date Fair
	RSUs	Value
Balances at December 31, 2020	1,009,657	$	17.91
RSUs granted	1,652,512	$	16.86
RSUs vested	(465,930)	$	18.10
RSUs canceled	(352,507)	$	17.54
Balances at December 31, 2021	1,843,732	$	17.00

The total fair value of RSUs vested was $8.4 million, $4.1 million and $2.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. The total estimated grant date fair value of RSUs was $27.9 million, $21.2 million and $4.3 million granted during the years ended December 31, 2021, 2020 and 2019, respectively. The estimated weighted-average grant-date fair value per share of RSUs granted during the years ended December 31, 2021, 2020 and 2019 was $16.86, $17.86 and $15.11, respectively.

The Company recognized stock-based compensation expense related to RSUs of $13.5 million, $6.5 million and $0.8 million in 2021, 2020 and 2019, respectively. As of December 31, 2021, total unrecognized stock-based compensation expenses related to unvested RSUs was $20.7 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 1.8 years.

Employee Stock Purchase Plan

In October 2014, the Company’s board of directors and its stockholders approved the establishment of the ESPP. The ESPP provides for annual increases in the number of shares available for issuance on the first business day of each fiscal year equal to the lesser of one percent (1%) of the number of shares of the Company’s common stock outstanding as of such date or a number of shares as determined by the Company’s board of directors. The ESPP had 3,238,648 shares of common stock available for future issuance as of December 31, 2021. Eligible employees may purchase common stock at 85% of the lesser of the fair market value of the Company’s common stock on the first or last day of the offering period. The offering periods of the ESPP are on May 16 and November 16. The Company recognized stock-based compensation expense related to the ESPP of $1.2 million, $1.4 million and $1.3 million in 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $0.6 million of unrecognized compensation expense associated with the ESPP, which is expected to be recognized over an estimated weighted-average period of 4.5 months.

Stock-Based Compensation

Stock-based compensation expense is reflected in the consolidated statements of operations as follows:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of goods sold ⁽¹⁾	$	1,099	$	583	$	108
Research and development		18,688		13,837		12,912
Selling, general and administrative		31,577		23,740		20,571
Stock-based compensation expense	$	51,364	$	38,160	$	33,591

Capitalized stock-based compensation expense into inventory	$	1,025	$	1,460	$	1,735

(1)	Stock-based compensation capitalized into inventory is recognized as cost of sales when the related product is sold.

Valuation Assumptions of Awards Granted to Employees

The Company estimated the fair value of each stock option and awards granted under the ESPP on the date of grant using the Black-Scholes option-pricing model. The following table illustrates the weighted average assumptions for the Black-Scholes option-pricing model used in determining the fair value of the awards during the years ended December 31, 2021, 2020 and 2019:


	Year Ended December 31,
	2021		2020		2019
Expected term (years)
Stock options	6.08		6.10		6.00
ESPP	0.50		0.50		0.50
Expected volatility
Stock options	65	%	68	%	69	%
ESPP	42	%	58	%	61	%
Risk-free interest rate
Stock options	0.89	%	1.09	%	2.29	%
ESPP	0.06	%	0.13	%	1.89	%
Expected dividend yield
Stock options	—	%	—	%	—	%
ESPP	—	%	—	%	—	%

Expected Term: The expected term represents the period for which the stock-based awards are expected to be outstanding and is based on the options’ vesting term and contractual term. Through December 31, 2020, the Company elected to use the “simplified method” for estimating the expected term, which is calculated as the mid-point between the vesting period and the contractual term of the options, as it has limited historical information to develop expectations about future exercise patterns and post-vesting employment termination behavior. Beginning January 1, 2021, the expected term is calculated using historical exercise data.

Expected Volatility: The expected volatility in 2021, 2020 and 2019 is based on the Company’s historical stock price volatility.

Risk-Free Interest Rate: The Company based the risk-free interest rate by using an equivalent to the expected term based on the United States Treasury constant maturity rate as of the date of grant.

Expected Dividends: The Company has not paid and does not anticipate paying any dividends in the near future, and therefore used an expected dividend yield of zero in the valuation model.

401(k) Retirement Plan

In 2019, the Company’s Compensation Committee approved the Company’s matching of the employees 401(k) Plan (the “401(k) Plan”) whereby eligible employees may elect to contribute up to the lesser of 90% of their annual compensation or the statutorily prescribed annual limit allowable under Internal Revenue Service regulations. Beginning January 1, 2021, the Company made matching contributions of 100% of the first 4% of eligible compensation, up to a maximum of $7,500. In 2020 and 2019, the Company made matching contributions of 50% of the first $6,000 of each participant’s contributions. The Company recorded compensation expense related to the match of $1.7 million, $0.8 million and $0.8 million in 2021, 2020 and 2019, respectively.

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

11.Income Taxes

The components of (loss) income before income taxes are as follows:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Domestic	$	(287,058)	$	133,615	$	92,585
Foreign		(42)		2,092		190
Total	$	(287,100)	$	135,707	$	92,775

Provision for income taxes:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State		—		3,463		2,942
Foreign		—		—		—
Subtotal	$	—	$	3,463	$	2,942

Deferred:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
Subtotal	$	—	$	—	$	—

Provision for income taxes	$	—	$	3,463	$	2,942

There was no income tax provision in 2021 due to the Company’s history of losses and valuation of allowances against the deferred tax assets. The income tax provisions in 2020 and 2019 of $3.5 million and $2.9 million, respectively, primarily relate to state taxes in jurisdictions outside of California, for which the Company has a limited operating history.

A reconciliation of the statutory United States federal rate to the Company’s effective tax rate is as follows:


	Year Ended December 31,
	2021		2020		2019
Percent of pre-tax income:
United States federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	2.6		2.0		1.5
Foreign rate differences	(0.0)		(0.3)		(0.1)
Permanent items	0.2		0.4		(0.6)
Research and development credit	2.6		(4.8)		(4.8)
Stock based compensation costs	(1.2)		1.3		1.3
Other	(0.0)		(0.3)		(0.7)
Change in valuation allowance	(25.2)		(16.7)		(14.4)
Effective income tax rate	(0.0)	%	2.6	%	3.2	%

The components of the Company’s net deferred tax assets as of December 31, 2021 and 2020 consist of the following:


	December 31,
(in thousands)	2021		2020
Net operating loss carryforwards	$	117,793	$	94,043
Research and development credits		58,039		49,965
Depreciation and amortization		40,620		9,672
Stock-based compensation		30,565		25,983
Sales related accruals		17,299		16,404
Other accruals		11,798		8,013
Gross deferred tax assets		276,114		204,080
Right-of-use asset		(2,167)		(2,566)
In-process research and development		(603)		(589)
Gross deferred tax liabilities		(2,770)		(3,155)
Total net deferred tax asset		273,344		200,925
Less valuation allowance		(273,344)		(200,925)
Net deferred tax assets	$	—	$	—

The tax benefit of net operating losses, temporary differences and credit carry forwards is recorded as an asset to the extent that management assesses that realization is “more likely than not.” The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. Due to the Company’s history of losses, and lack of other positive evidence, the Company has determined that it is more likely than not that its Federal net deferred tax assets and certain state net deferred tax assets will not be realized, and therefore, the Company has fully offset the Federal and certain state net deferred tax assets by a valuation allowance as of December 31, 2021 and 2020.

The valuation allowance increased by $72.4 million during the year ended December 31, 2021 and decreased by $22.7 million and $13.4 million during the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2021, the Company had operating loss carryforwards for federal income of $533.5 million, which will start to expire in the year 2036, and various states net operating loss carryforwards of $83.7 million, which have various expiration dates beginning in 2031.

As of December 31, 2021, the Company had federal research and development credit carryforwards for federal income tax purposes of $54.0 million, which will start to expire in the year 2031, and state research and development credit carryforwards of $23.5 million, which have no expiration date.

Utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation due to historical or future ownership percentage change rules provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization. Under the new enacted tax law, the carry forward period of net operating losses generated from 2018 forward is indefinite. However, the carryforward period for net operating losses generated prior to 2018 remains the same. Therefore, the annual limitation may result in the expiration of certain net operating losses and tax credit carryforwards before their utilization. The Company files United States, California and other state income tax returns with varying statutes of limitations. The tax years from 2011 forward remain open to examination due to the carryover of unused net operating losses and tax credits.

A reconciliation of the Company’s unrecognized tax benefits during 2021, 2020 and 2019 is as follows:


	Year Ended December 31,
(in thousands)	2021		2020		2019
Balance at beginning of year	$	13,243	$	11,603	$	18,115
Additions based on tax positions related to current year		2,038		1,749		1,206
Additions (reductions) for tax positions of prior years		214		(109)		(7,718)
Balance at end of year	$	15,495	$	13,243	$	11,603

As of December 31, 2021, 2020 and 2019, the Company had $15.5 million, $13.2 million and $11.6 million, respectively, of unrecognized benefits, none of which would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. During 2021, 2020 and 2019, the Company did not recognize accrued interest and penalties related to unrecognized tax benefits. The Company does not anticipate a material adjustment of unrecognized tax benefits during the next twelve months from the balance sheet date as reductions for tax positions of prior years.

The Company files United States, state and foreign income tax returns with varying statutes of limitations. The tax years from inception in 2011 forward remain open to examination due to the carryover of unused net operating losses and tax credits.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Net (Loss) Income Per Share

12 Months Ended

Dec. 31, 2021

Net (Loss) Income Per Share

Net (Loss) Income Per Share

12.Net (Loss) Income Per Share

The following table sets forth the computation of the basic and diluted net (loss) income per share:


	Years Ended December 31,
(in thousands, except share and per share data)	2021		2020		2019
Basic net (loss) income per share
Numerator:
Net (loss) income	$	(287,100)	$	132,244	$	89,833
Denominator:
Weighted-average common shares outstanding		75,449,632		71,411,705		69,679,916
Basic net (loss) income per share	$	(3.81)	$	1.85	$	1.29

Diluted net (loss) income per share
Numerator:
Net (loss) income	$	(287,100)	$	132,244	$	89,833
Add interest expense on 2026 Convertible Notes, net of tax		—		3,307		—
Numerator for diluted net (loss) income per share		(287,100)		135,551		89,833
Denominator:
Denominator for basic net (loss) income per share		75,449,632		71,411,705		69,679,916
Add effect of potential dilutive securities:
Stock options, including shares subject to ESPP		—		3,455,646		3,491,272
Restricted stock units		—		167,597		14,755
Shares issuable upon conversion of convertible notes		—		8,456,950		—
Denominator for diluted net (loss) income per share		75,449,632		83,491,898		73,185,943
Diluted net (loss) income per share	$	(3.81)	$	1.62	$	1.23

The following outstanding dilutive potential shares were excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect:

The following outstanding dilutive potential shares were excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect:he following outstanding dilutive potential shares were excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect:
	Year Ended December 31,
	2021	2020	2019
Stock options, including shares subject to ESPP	19,895,097	9,521,403	10,412,471
Restricted stock units	1,811,607	7,689	22,068
Shares issuable upon conversion of 2022 Convertible Notes	4,473,871	4,473,871	4,473,871
Shares issuable upon conversion of 2026 Convertible Notes	11,942,152	—	—
Total	38,122,727	14,002,963	14,908,410

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

Related Party Transactions

13.	Related Party Transactions

Convertible Notes — Related Parties

In February 2016, the Company issued the 2022 Convertible Notes to certain related parties (certain companies affiliated with members of the Company’s board of directors), for an aggregate principal amount of $25.0 million (see Note 7. Debt Obligations).

Consulting services

In October 2020, the Company entered into a consulting agreement with Lanfear Advisors owned by Mr. Jonathan Lanfear who is the brother of Dennis Lanfear, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors. Mr. Jonathan Lanfear provided consulting services with respect to the Collaboration Agreement executed with Junshi Biosciences in February 2021 and the Letter Agreement with Junshi Biosciences related to the Collaboration Agreement dated January 9, 2022 (See Note 6. Collaborations and Other Arrangements). In addition to the hourly consulting fee paid to Lanfear Advisors under the consulting agreement, the Company granted fully vested stock options to purchase 65,000 shares of common stock with an exercise price of $17.60 per share to Mr. Jonathan

Lanfear in February 2021 upon the execution of the Collaboration Agreement with Junshi Biosciences and recognized stock-based compensation expense of $0.8 million. The Company recorded cash consulting expense of $0.2 million and $0.3 million in 2021 and 2020, respectively, with respect to these consulting services. Total liabilities recognized in accounts payable and accrued and other current liabilities on the consolidated balance sheets with respect to these services were $0.0 million and $0.3 million as of December 31, 2021 and 2020, respectively.

Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events

Subsequent Events

14.	Subsequent Events

2027 Term Loans

In January 2022, the Company entered into the Loan Agreement with the Collateral Agent and the Lenders that provides for a senior secured term loan facility of up to $400.0 million (inclusive of a $100.0 million uncommitted additional facility amount) to be funded in four committed tranches: (i) a Tranche A Loan in an aggregate principal amount of $100.0 million that was funded on January 5, 2022; (ii) a Tranche B Loan in an aggregate principal amount of $100.0 million to be funded no later than April 1, 2022, subject to the delivery of evidence of repayment, repurchase or redemption of indebtedness outstanding under our 8.2% Convertible Notes due 2022 and certain customary deliverables; (iii) a Tranche C Loan in an aggregate principal amount of $50.0 million to be funded at our option between April 1, 2022 and March 17, 2023, subject to certain conditions including the first FDA approval of a BLA for our product candidate toripalimab in the United States; and (iv) a Tranche D Loan in an aggregate principal amount of $50.0 million to be funded at our option between April 1, 2022 and March 17, 2023, subject to certain conditions including the first FDA approval of a BLA for our product candidate CHS-201 (ranibizumab biosimilar) in the United States. The Company has the right to request an uncommitted additional facility amount of up to $100.0 million after the Tranche A Closing Date that will be subject to new terms and conditions.

The 2027 Term Loans mature on either (i) the fifth anniversary of the Tranche A Closing Date; or (ii) October 15, 2025, if the outstanding aggregate principal amount of our 2026 Convertible Notes is greater than $50.0 million on October 1, 2025. The 2027 Term Loans bear interest at 8.25% plus three-month LIBOR per annum with a LIBOR floor of 1.00%. In the event of the cessation of LIBOR, the benchmark governing the interest rate will be replaced with a rate based on the secured overnight financing rate published by the Federal Reserve Bank of New York as described in the Loan Agreement. Interest is payable quarterly in arrears. Repayment of outstanding principal of the 2027 Term Loans will be made in five equal quarterly payments of principal commencing after January 5, 2026.

In January 2022, the Company paid to the Lenders a funding fee equal to 2.00% of the Lenders’ total committed amount to fund the Tranche A Loan, Tranche B Loan, Tranche C Loan and Tranche D Loan, payable on the Tranche A Closing Date. In addition, in the event any of the 2027 Term Loans is prepaid in whole or in part prior to the Maturity Date or is accelerated, it will be subject to a prepayment fee. Prior to the third anniversary of the Tranche A Closing Date, the prepayment fee is 3.00% of the principal amount prepaid. After the third anniversary but prior to the fourth anniversary of the Tranche A Closing Date, the prepayment fee is 2.00% of the principal amount prepaid; thereafter and prior to the Maturity Date, the prepayment fee is 1.00% of the principal amount prepaid. In addition to the prepayment fees, in connection with a full or partial prepayment of a tranche prior to the second anniversary of the applicable funding, a “make-whole” amount will be payable equal to the foregone interest from the date of prepayment through the second anniversary of the Tranche A Closing Date.

The obligations under the Loan Agreement are secured pursuant to customary security documentation, including a guaranty and security agreement among the Credit Parties and the Collateral Agent which provides for a lien on substantially all of the Company’s tangible and intangible assets and property, including intellectual property.

Pursuant to the Loan Agreement, and subject to certain restrictions, proceeds of the 2027 Term Loans were and will be used to fund our general corporate and working capital requirements except for the following: in January 2022, proceeds of the Tranche A Loan were used to repay in full all amounts outstanding under the 2025 Term Loan, as well as all associated costs and expenses pursuant to which a payoff amount of $81.9 million was outstanding; and proceeds of the Tranche B Loan will be used at our option to repay, repurchase or redeem in cash, in full, our existing 8.2% Convertible Notes due 2022 as well as all associated costs and expenses.

The Loan Agreement contains certain customary representations and warranties. In addition, the Loan Agreement includes affirmative covenants, such as the requirement to maintain minimum trailing twelve month net sales in an amount that begins at $200 million in the current quarter and increases to $210 million for the quarter ended March 30, 2024 and increases to be as much as $300 million for the quarter ended December 31, 2024. Further, the Loan Agreement includes certain other affirmative covenants and negative covenants, including, covenants and restrictions that among other things, restrict our ability to, incur liens, incur additional indebtedness,

make investments, engage in certain mergers and acquisitions or asset sales, and declare dividends or redeem or repurchase capital stock. The Loan Agreement also contains customary events of default, including among other things, our failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or our breach of the covenants under the Loan Agreement. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate our obligations under the Loan Agreement. A change of control of Coherus triggers a mandatory prepayment of the 2027 Term Loans within ten business days.

Junshi Biosciences – TIGIT Option Exercises

On January 9, 2022, the Company entered into a Letter Agreement with Junshi Biosciences related to the Collaboration Agreement (the “TIGIT Exercise Letter Agreement”). Under the TIGIT Exercise Letter Agreement, the Company notified Junshi Biosciences of its election to exercise the license option for the TIGIT program described in the Collaboration Agreement (the “TIGIT Program”), with the TIGIT Exercise Letter Agreement effective on the date that all applicable waiting periods and approvals required under antitrust laws with respect to such exercise by the Company of the license option for the TIGIT Program have expired or have been terminated (in the case of waiting periods) or been received (in the case of approvals), in each case, without the imposition of any conditions (the “TIGIT Exercise Letter Agreement Effective Date”). The Company will pay the option exercise payment of $35.0 million to Junshi Biosciences no later than 10 days following the TIGIT Exercise Letter Agreement Effective Date and, if applicable, will pay up to $255 million in development regulatory and sales milestones and an 18% royalty on net product revenue as set forth under the Collaboration Agreement. Pursuant to the TIGIT Exercise Letter Agreement, Coherus will lead further development of the TIGIT antibodies included in the TIGIT Program, including JS006, in the United States and Canada, after the date it makes the option exercise payment and will be responsible for the associated development costs as set forth in the Collaboration Agreement.

In January 2022, the Company initiated the process for the exercise of our option to license JS006, a TIGIT-targeted antibody, in the United States and Canada from Junshi Biosciences, expanding the companies’ 2021 immuno-oncology collaboration agreement. Antibodies blocking TIGIT (T cell immunoglobulin and ITIM domain) have shown potential for synergistic anti-tumor activity in combination with PD-1/PD-L1 inhibitors. In pre-clinical studies, JS006 has demonstrated strong binding affinity and inhibition of the TIGIT pathway. IND applications allowing clinical development of JS006 have been approved in China and in the United States. A dose escalation, dose expansion clinical trial (NCT05061628) evaluating the safety, tolerability and pharmacokinetic properties of JS006 as monotherapy and in combination with PD-1 inhibitor toripalimab in patients with advanced solid tumors is ongoing in China. The Company plans to advance toripalimab in combination with JS006 in a clinical trial in North America later in 2022.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Organization and Summary of Significant Accounting Policies

Basis of Presentation

Basis of Consolidation

Use of Estimates

Cash, Cash Equivalents and Restricted Cash

Cash, cash equivalents and restricted cash comprise cash and highly liquid investments with original maturities of 90 days or less.


	Year Ended December 31,
(in thousands)	2021		2020		2019

At beginning of period:
Cash and cash equivalents	$	541,158	$	177,668	$	72,356
Restricted cash		440		240		835
Total cash, cash equivalents and restricted cash	$	541,598	$	177,908	$	73,191

At end of period:
Cash and cash equivalents	$	417,195	$	541,158	$	177,668
Restricted cash		440		440		240
Total cash, cash equivalents and restricted cash	$	417,635	$	541,598	$	177,908

The Company classifies the up-front and milestone payments related to licensing arrangements as cash flows from investing activities in its consolidated statements of cash flows.

Investments in Marketable Securities

Trade Receivables

Recent Accounting Pronouncements

Segment Reporting and Revenue by Geographic Region

Concentration of Credit Risk

Concentrations of Risk

The Company has no significant monetary assets or liabilities in foreign currencies, and the Company has not had material foreign currency impacts for all years presented.

Inventory

Property and Equipment


Computer equipment and software		3 - 7 years
Furniture and fixtures		5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Goodwill and Intangible Assets

Impairment of Long-Lived Assets

Accrued Research and Development Expenses

Accrued Research and Development Expense

Net Product Revenue, Product Sales Discounts and Allowances and Royalty Revenue

Net Revenues

Product Sales Discounts and Allowances

Royalty Revenue

Cost of Goods Sold

Research and Development Expense

●

costs associated with manufacturing process development activities; and

●

upfront and milestone payments related to licensing and collaboration agreements.

●

personnel-related expense, which include salaries, benefits and stock-based compensation; and

●

License Agreements

Selling, General and Administrative Expense

Stock-Based Compensation

Income Taxes

Operating and Finance Leases

Operating and Finance Leases

Net (Loss) Income per Share

Comprehensive (Loss) Income

Reclassifications

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Organization and Summary of Significant Accounting Policies

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash


	Year Ended December 31,
(in thousands)	2021		2020		2019

At beginning of period:
Cash and cash equivalents	$	541,158	$	177,668	$	72,356
Restricted cash		440		240		835
Total cash, cash equivalents and restricted cash	$	541,598	$	177,908	$	73,191

At end of period:
Cash and cash equivalents	$	417,195	$	541,158	$	177,668
Restricted cash		440		440		240
Total cash, cash equivalents and restricted cash	$	417,635	$	541,598	$	177,908

Schedule of Estimated Useful Lives of Property Plant and Equipment


Computer equipment and software		3 - 7 years
Furniture and fixtures		5 years
Machinery and equipment		5 years
Leasehold improvements		Shorter of lease term or useful life

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue

Revenue by Significant Customer


	Year Ended December 31,
	2021		2020		2019
McKesson Corporation	39	%	38	%	42	%
AmeriSource-Bergen Corporation	39	%	37	%	33	%
Cardinal Health, Inc.	20	%	23	%	23	%
Others	2	%	2	%	2	%
Total revenue	100	%	100	%	100	%

Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances


	Year Ended December 31, 2021
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balance at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398
Provision related to sales made in:
Current period		470,791		113,705		94,703		679,199
Prior period		(2,876)		(4,976)		(3,555)		(11,407)
Payments and customer credits issued		(478,830)		(108,783)		(93,854)		(681,467)
Balance at December 31, 2021	$	29,665	$	54,004	$	26,054	$	109,723


	Year Ended December 31, 2020
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balance at December 31, 2019	$	35,159	$	27,494	$	24,494	$	87,147
Provision related to sales made in:
Current period		462,328		115,864		114,372		692,564
Prior period		(1,336)		(3,438)		(6,288)		(11,062)
Payments and customer credits issued		(455,571)		(85,862)		(103,818)		(645,251)
Balance at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Measurements

Financial Assets and Liabilities Measured on a Recurring Basis


	Fair Value Measurements
	December 31, 2021
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents (money market funds)	$	417,165	$	—	$	—	$	417,165
Restricted cash (money market funds)		440		—		—		440
Total financial assets	$	417,605	$	—	$	—	$	417,605
Financial Liabilities:
Contingent consideration	$	—	$	—	$	102	$	102


	Fair Value Measurements
	December 31, 2020
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents (money market funds)	$	538,673	$	—	$	—	$	538,673
Restricted cash (money market funds)		440		—		—		440
Total financial assets	$	539,113	$	—	$	—	$	539,113
Financial Liabilities:
Contingent consideration	$	—	$	—	$	102	$	102

Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory

Schedule of Inventory

Inventory consisted of the following:


	December 31,
(in thousands)	2021		2020
Raw Materials	$	4,870	$	5,205
Work in process		65,117		43,952
Finished goods		23,265		43,032
Total	$	93,252	$	92,189

Schedule of Balance Sheet Classification


	December 31,
(in thousands)	2021		2020
Inventory	$	37,642	$	44,233
Inventory, non-current		55,610		47,956
Total	$	93,252	$	92,189

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Organization and Operations

Schedule of Property and Equipment, Net


	December 31,
(in thousands)	2021		2020
Machinery and equipment	$	11,876	$	13,301
Computer equipment and software		3,033		3,996
Furniture and fixtures		1,129		1,268
Leasehold improvements		5,942		5,830
Finance lease right of use assets		2,294		1,451
Construction in progress		388		312
Total property and equipment		24,662		26,158
Accumulated depreciation and amortization		(16,849)		(16,050)
Property and equipment, net	$	7,813	$	10,108

Schedule of Accrued Liabilities


	December 31,
(in thousands)	2021		2020
Accrued manufacturing and clinical	$	30,541	$	11,365
Accrued co-development costs for toripalimab		1,926		—
Accrued other		12,168		12,182
Lease liabilities, current		3,492		3,132
Total Accrued and other current liabilities	$	48,127	$	26,679

Debt Obligations (Tables)

12 Months Ended

Dec. 31, 2021

1.5% Convertible Senior Subordinated Notes due 2026

Debt Instrument

Components of Convertible Notes


	December 31,
(in thousands)	2021		2020
Principal amount of the 2026 Convertible Notes	$	230,000	$	230,000
Unamortized debt discount and debt issuance costs		(5,712)		(6,971)
Total 2026 Convertible Notes	$	224,288	$	223,029

Components of Interest Expense



	Year Ended December 31,
(in thousands)	2021		2020
Stated coupon interest	$	3,450	$	2,434
Accretion of debt discount and debt issuance costs		1,259		873
Total interest expense	$	4,709	$	3,307

Schedule of Future Payments on Debt

Future payments on the 2026 Convertible Notes as of December 31, 2021 are as follows:


Year ending December 31, (in thousands)
2022	$	3,450
2023		3,450
2024		3,450
2025		3,450
2026 and beyond		231,725
Total minimum payments		245,525
Less amount representing interest		(15,525)
2026 Convertible Notes, principal amount		230,000
Less debt discount and debt issuance costs on 2026 Convertible Notes		(5,712)
Net carrying amount of 2026 Convertible Notes	$	224,288

8.2% Convertible Notes due 2022

Debt Instrument

Components of Convertible Notes


	December 31,
(in thousands)	2021		2020
Principal amount of the 2022 Convertible Notes	$	81,750	$	81,750
Unamortized debt discount and debt issuance costs		(391)		(1,865)
2022 Convertible Notes	$	81,359	$	79,885
Principal amount of the 2022 Convertible Notes - related parties	$	27,250	$	27,250
Unamortized debt discount and debt issuance costs - related parties		(130)		(622)
2022 Convertible Notes - related parties	$	27,120	$	26,628
Total 2022 Convertible Notes, net carrying amount	$	108,479	$	106,513

Components of Interest Expense


	Year Ended December 31,
(in thousands)	2021		2020		2019
Stated coupon interest	$	6,150	$	6,150	$	6,150
Accretion of debt discount and debt issuance costs		1,475		1,343		1,223
Interest expense	$	7,625	$	7,493	$	7,373
Stated coupon interest - related parties	$	2,050	$	2,050	$	2,050
Accretion of debt discount and debt issuance costs - related parties		491		448		407
Interest expense - related parties	$	2,541	$	2,498	$	2,457
Total interest expense	$	10,166	$	9,991	$	9,830

2025 Term Loan

Debt Instrument

Components of Convertible Notes


	December 31,
(in thousands)	2021		2020
Principal amount of the 2025 Term Loan	$	75,000	$	75,000
Exit fee due on payment of 2025 Term Loan		3,000		3,000
2025 Term Loan, gross		78,000		78,000
Unamortized exit fee, debt discount and debt issuance costs, net		(2,487)		(3,519)
Net carrying amount of 2025 Term Loan	$	75,513	$	74,481

Components of Interest Expense


	Year Ended December 31,
(in thousands)	2021		2020		2019
Stated coupon interest	$	7,034	$	7,053	$	7,063
Accretion of debt discount and debt issuance costs		1,032		818		709
Interest expense	$	8,066	$	7,871	$	7,772

Schedule of Future Payments on Debt


Year ending December 31, (in thousands)
2022	$	29,294
2023		27,130
2024		24,972
2025		8,780
Total minimum payments		90,176
Less amount representing interest		(12,176)
2025 Term Loan, gross		78,000
Less unamortized exit fee, debt discount and debt issuance costs, net		(2,487)
Net carrying amount of 2025 Term Loan	$	75,513

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies.

Schedule of Non-cancelable Contractual Obligations


Years ending December 31, (in thousands)
2022	$	27,052
2023		16,300
2024		10,108
2025		268
2026		179
Total obligations	$	53,907

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases

Schedule of Balance Sheet Classification of Lease Assets and Liabilities


(in thousands)		December 31,
Assets	Balance Sheet Classification	2021		2020
Operating lease	Other assets, non-current	$	8,193	$	9,956
Finance lease	Property and equipment, net		1,220		1,451
Total leased assets		$	9,413	$	11,407


(in thousands)		December 31,
Liabilities	Balance Sheet Classification	2021		2020
Operating lease liabilities, current	Accrued and other current liabilities	$	2,751	$	2,573
Operating lease liabilities, non-current	Lease liabilities, non-current		6,753		9,073
Total operating lease liabilities		$	9,504	$	11,646

Finance lease liabilities, current	Accrued and other current liabilities	$	741	$	560
Finance lease liabilities, non-current	Lease liabilities, non-current		498		875
Total finance lease liabilities		$	1,239	$	1,435

Schedule of maturities of the operating and finance lease liabilities

As of December 31, 2021, the maturities of the lease liabilities were as follows:


Years ending December 31, (in thousands)	Operating leases		Finance leases
2022	$	3,401	$	790
2023		3,560		449
2024		3,014		61
2025		412		—
2026 and thereafter		416		—
Total lease payments		10,803		1,300
Less imputed interest		(1,299)		(61)
Lease liabilities	$	9,504	$	1,239

Stock-Based Compensation and Employee Benefits (Tables)

12 Months Ended

Dec. 31, 2021

Stock-Based Compensation

Summary of Option Activities under 2016 and 2014 Plans


	Options Outstanding
		Weighted-
	Number of	Average
	Options	Exercise Price
Balances at December 31, 2020	19,014,835	$	15.41
Granted - at fair value	4,559,125	$	16.62
Exercised	(1,316,361)	$	7.91
Forfeited/Canceled	(2,297,784)	$	17.96
Balances at December 31, 2021	19,959,815	$	15.89

Summary of Additional Information Related to Status of Options

Additional information related to the status of options as of December 31, 2021 is summarized as follows:


				Weighted-
		Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic
	Number of	Exercise		Contractual Terms	Value (in
	Options	Price		(Years)	thousands)
Options outstanding	19,959,815	$	15.89	6.4	$	47,892
Options vested and exercisable	13,453,683	$	15.56	5.4	$	43,291

Summary of RSU Activity, under 2014 Plan


	RSUs Outstanding
		Weighted-Average
	Number of	Grant Date Fair
	RSUs	Value
Balances at December 31, 2020	1,009,657	$	17.91
RSUs granted	1,652,512	$	16.86
RSUs vested	(465,930)	$	18.10
RSUs canceled	(352,507)	$	17.54
Balances at December 31, 2021	1,843,732	$	17.00

Schedule of Stock-Based Compensation Expense


	Year Ended December 31,
(in thousands)	2021		2020		2019
Cost of goods sold ⁽¹⁾	$	1,099	$	583	$	108
Research and development		18,688		13,837		12,912
Selling, general and administrative		31,577		23,740		20,571
Stock-based compensation expense	$	51,364	$	38,160	$	33,591

Capitalized stock-based compensation expense into inventory	$	1,025	$	1,460	$	1,735

(1)	Stock-based compensation capitalized into inventory is recognized as cost of sales when the related product is sold.

Schedule of Weighted Average Assumptions for Black-Scholes Option-Pricing Model Used in Determining Fair Value of Awards


	Year Ended December 31,
	2021		2020		2019
Expected term (years)
Stock options	6.08		6.10		6.00
ESPP	0.50		0.50		0.50
Expected volatility
Stock options	65	%	68	%	69	%
ESPP	42	%	58	%	61	%
Risk-free interest rate
Stock options	0.89	%	1.09	%	2.29	%
ESPP	0.06	%	0.13	%	1.89	%
Expected dividend yield
Stock options	—	%	—	%	—	%
ESPP	—	%	—	%	—	%

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

Components of Income (Loss) Before Income Taxes


	Year Ended December 31,
(in thousands)	2021		2020		2019
Domestic	$	(287,058)	$	133,615	$	92,585
Foreign		(42)		2,092		190
Total	$	(287,100)	$	135,707	$	92,775

Schedule of Provision For (Benefit From) Income Taxes


	Year Ended December 31,
(in thousands)	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State		—		3,463		2,942
Foreign		—		—		—
Subtotal	$	—	$	3,463	$	2,942

Deferred:
Federal	$	—	$	—	$	—
State		—		—		—
Foreign		—		—		—
Subtotal	$	—	$	—	$	—

Provision for income taxes	$	—	$	3,463	$	2,942

Reconciliation of Statutory U.S. Federal Rate


	Year Ended December 31,
	2021		2020		2019
Percent of pre-tax income:
United States federal statutory income tax rate	21.0	%	21.0	%	21.0	%
State taxes, net of federal benefit	2.6		2.0		1.5
Foreign rate differences	(0.0)		(0.3)		(0.1)
Permanent items	0.2		0.4		(0.6)
Research and development credit	2.6		(4.8)		(4.8)
Stock based compensation costs	(1.2)		1.3		1.3
Other	(0.0)		(0.3)		(0.7)
Change in valuation allowance	(25.2)		(16.7)		(14.4)
Effective income tax rate	(0.0)	%	2.6	%	3.2	%

Components of Net Deferred Tax Assets


	December 31,
(in thousands)	2021		2020
Net operating loss carryforwards	$	117,793	$	94,043
Research and development credits		58,039		49,965
Depreciation and amortization		40,620		9,672
Stock-based compensation		30,565		25,983
Sales related accruals		17,299		16,404
Other accruals		11,798		8,013
Gross deferred tax assets		276,114		204,080
Right-of-use asset		(2,167)		(2,566)
In-process research and development		(603)		(589)
Gross deferred tax liabilities		(2,770)		(3,155)
Total net deferred tax asset		273,344		200,925
Less valuation allowance		(273,344)		(200,925)
Net deferred tax assets	$	—	$	—

Reconciliation of Unrecognized Tax Benefits


	Year Ended December 31,
(in thousands)	2021		2020		2019
Balance at beginning of year	$	13,243	$	11,603	$	18,115
Additions based on tax positions related to current year		2,038		1,749		1,206
Additions (reductions) for tax positions of prior years		214		(109)		(7,718)
Balance at end of year	$	15,495	$	13,243	$	11,603

Net (Loss) Income Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Net (Loss) Income Per Share

Computation of Basic and Diluted Net (loss) Income Per Share


	Years Ended December 31,
(in thousands, except share and per share data)	2021		2020		2019
Basic net (loss) income per share
Numerator:
Net (loss) income	$	(287,100)	$	132,244	$	89,833
Denominator:
Weighted-average common shares outstanding		75,449,632		71,411,705		69,679,916
Basic net (loss) income per share	$	(3.81)	$	1.85	$	1.29

Diluted net (loss) income per share
Numerator:
Net (loss) income	$	(287,100)	$	132,244	$	89,833
Add interest expense on 2026 Convertible Notes, net of tax		—		3,307		—
Numerator for diluted net (loss) income per share		(287,100)		135,551		89,833
Denominator:
Denominator for basic net (loss) income per share		75,449,632		71,411,705		69,679,916
Add effect of potential dilutive securities:
Stock options, including shares subject to ESPP		—		3,455,646		3,491,272
Restricted stock units		—		167,597		14,755
Shares issuable upon conversion of convertible notes		—		8,456,950		—
Denominator for diluted net (loss) income per share		75,449,632		83,491,898		73,185,943
Diluted net (loss) income per share	$	(3.81)	$	1.62	$	1.23

Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net (loss) Income Per Share

The following outstanding dilutive potential shares were excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect:

The following outstanding dilutive potential shares were excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect:he following outstanding dilutive potential shares were excluded from the calculation of diluted net (loss) income per share due to their anti-dilutive effect:
	Year Ended December 31,
	2021	2020	2019
Stock options, including shares subject to ESPP	19,895,097	9,521,403	10,412,471
Restricted stock units	1,811,607	7,689	22,068
Shares issuable upon conversion of 2022 Convertible Notes	4,473,871	4,473,871	4,473,871
Shares issuable upon conversion of 2026 Convertible Notes	11,942,152	—	—
Total	38,122,727	14,002,963	14,908,410

Organization and Significant Accounting Policies - Organization (Details)	12 Months Ended
	Dec. 31, 2021 item
Organization and Summary of Significant Accounting Policies
Product pipeline, number of drug candidates	3
Number of reportable and operating segments	1

Organization and Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Summary of Significant Accounting Policies
Cash and cash equivalents, beginning of period	$ 541,158	$ 177,668	$ 72,356
Restricted cash, beginning of period	440	240	835
Cash, cash equivalents and restricted cash, beginning of period	541,598	177,908	73,191
Cash and cash equivalents, end of period	417,195	541,158	177,668
Restricted cash, end of period	440	440	240
Cash, cash equivalents and restricted cash at end of period	$ 417,635	$ 541,598	$ 177,908

Organization and Significant Accounting Policies - Investments in Marketable Securities (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Summary of Significant Accounting Policies
Interest income from marketable securities	$ 1.4	$ 0.6	$ 1.6

Organization and Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2021
Furniture and Fixtures
Property and Equipment, Net
Estimated useful lives	5 years
Machinery and Equipment
Property and Equipment, Net
Estimated useful lives	5 years
Leasehold Improvements
Property and Equipment, Net
Estimated useful lives, description	Shorter of lease term or useful life
Maximum \| Computer Equipment and Software
Property and Equipment, Net
Estimated useful lives	7 years
Minimum \| Computer Equipment and Software
Property and Equipment, Net
Estimated useful lives	3 years

Organization and Significant Accounting Policies - Goodwill, Intangible Assets and Impairment of Long-lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets, adjustment, measurement period	1 year
Intangible assets	$ 2,620,000	$ 2,620,000
Impairment of intangible assets excluding goodwill	0
Impairment of goodwill	0	0	$ 0
Long lived assets, material impairments	0	0	$ 0
In-process research and development
Acquired Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 2,600,000	$ 2,600,000

Organization and Significant Accounting Policies - Net Revenues (Details)	12 Months Ended
	Dec. 31, 2021
Revenue, Performance Obligation, Description of Payment Terms	Payment terms differ by jurisdiction and customer, but payment terms typically range from 30 to 67 days from date of shipment.
Maximum
Payment terms from date of shipment, period	67 days
Minimum
Payment terms from date of shipment, period	30 days

Organization and Significant Accounting Policies - Cost of Goods Sold (Details) - USD ($) $ in Thousands		12 Months Ended
	Jul. 01, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Summary of Significant Accounting Policies
Royalty payment term	5 years
Write-off of inventory that did not meet acceptance criteria		$ 5,133	$ 2,171	$ 395
Write-off of prepaid manufacturing costs				$ 1,300

Organization and Significant Accounting Policies - Selling, General and Administrative Expense (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Summary of Significant Accounting Policies
Advertising expenses	$ 8.7	$ 3.8	$ 4.5

Organization and Significant Accounting Policies - Operating and Finance Leases (Details)	Dec. 31, 2021
Organization and Summary of Significant Accounting Policies
Term of leases	36 months

Revenue - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Concentration of Revenue [Line Items]
Net product revenue	$ 326,551	$ 475,824	$ 356,071
Sales of UDENYCA
Concentration of Revenue [Line Items]
Net product revenue	$ 326,600	$ 475,800	$ 356,100

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Revenue by Significant Customer (Details) - Net Product Revenue - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Concentration Risk
Percentage of total revenue	100.00%	100.00%	100.00%
McKesson
Concentration Risk
Percentage of total revenue	39.00%	38.00%	42.00%
AmeriSource-Bergen Corp
Concentration Risk
Percentage of total revenue	39.00%	37.00%	33.00%
Cardinal
Concentration Risk
Percentage of total revenue	20.00%	23.00%	23.00%
Others
Concentration Risk
Percentage of total revenue	2.00%	2.00%	2.00%

Revenue - Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	$ 123,398	$ 87,147
Provision related to sales made in:
Current period	679,199	692,564
Prior period	(11,407)	(11,062)
Payments and customer credits issued	(681,467)	(645,251)
Activities and reserve balance, ending balance	109,723	123,398
Chargebacks and Discounts for Prompt Payment
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	40,580	35,159
Provision related to sales made in:
Current period	470,791	462,328
Prior period	(2,876)	(1,336)
Payments and customer credits issued	(478,830)	(455,571)
Activities and reserve balance, ending balance	29,665	40,580
Rebates
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	54,058	27,494
Provision related to sales made in:
Current period	113,705	115,864
Prior period	(4,976)	(3,438)
Payments and customer credits issued	(108,783)	(85,862)
Activities and reserve balance, ending balance	54,004	54,058
Other Fees, Co-pay Assistance and Returns
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	28,760	24,494
Provision related to sales made in:
Current period	94,703	114,372
Prior period	(3,555)	(6,288)
Payments and customer credits issued	(93,854)	(103,818)
Activities and reserve balance, ending balance	$ 26,054	$ 28,760

Fair Value Measurements - Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value Measurements Recurring Basis - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 417,605	$ 539,113
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets		0
Level 1 \| Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities		0
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets		0
Level 2 \| Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	102	102
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	417,605	539,113
Level 3 \| Contingent Consideration
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial liabilities	102	102
Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	417,165	538,673
Money Market Funds \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets		0
Money Market Funds \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets		0
Money Market Funds \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	417,165	538,673
Restricted Cash (Money Market Funds)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	440	440
Restricted Cash (Money Market Funds) \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets		0
Restricted Cash (Money Market Funds) \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets		0
Restricted Cash (Money Market Funds) \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 440	$ 440

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Apr. 30, 2020	Feb. 29, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0.0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0.0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0.0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net	0.0
Premium				$ 9.0
1.5% Convertible Senior Subordinated Notes due 2026
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Stated interest rate			1.50%
Aggregate principal amount			$ 230.0
8.2% Convertible Notes due 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Stated interest rate				8.20%
Aggregate principal amount				$ 100.0
2025 Term Loan
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Aggregate principal amount	75.0
Level 2 \| 1.5% Convertible Senior Subordinated Notes due 2026
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument fair value	271.9	$ 269.1
Level 3 \| 8.2% Convertible Notes due 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument fair value	108.4	113.7
Other liabilities, non-current
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value of the contingent consideration	$ 0.1	$ 0.1

Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory
Raw materials	$ 4,870	$ 5,205
Work in process	65,117	43,952
Finished goods	23,265	43,032
Total	$ 93,252	$ 92,189

Inventory - Balance Sheet Classifications (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory
Inventory	$ 37,642	$ 44,233
Inventory, non-current	55,610	47,956
Total	$ 93,252	$ 92,189

Inventory - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Inventory [Line Items]
Prepayment made for manufacturing services	$ 13,666	$ 19,429
Other assets, non-current	10,025	12,543
Operating lease right-of-use assets	$ 8,193	$ 9,956
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets, non-current	Other assets, non-current
Impairment charge within research and development expenses	$ 3,210
Research and development	363,105	$ 142,759	$ 94,188
Prepayments made to a CMO for manufacturing services for UDENYCA	8,300	8,900
Prepayments made to a CMO For Other Research And Development Pipeline Program	5,400	$ 10,500
CHS-2020
Inventory [Line Items]
Research and development	$ 11,200

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property and Equipment, Net
Total property and equipment	$ 24,662	$ 26,158
Accumulated depreciation and amortization	(16,849)	(16,050)
Property and equipment, net	7,813	10,108
Machinery and Equipment
Property and Equipment, Net
Total property and equipment	11,876	13,301
Computer Equipment and Software
Property and Equipment, Net
Total property and equipment	3,033	3,996
Furniture and Fixtures
Property and Equipment, Net
Total property and equipment	1,129	1,268
Leasehold Improvements
Property and Equipment, Net
Total property and equipment	5,942	5,830
Finance lease right of use assets
Property and Equipment, Net
Total property and equipment	2,294	1,451
Construction in Progress
Property and Equipment, Net
Total property and equipment	$ 388	$ 312

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Components
Depreciation and amortization	$ 3,454	$ 2,888	$ 3,259
Material impairments of property and equipment	$ 0	$ 0	$ 0

Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Components
Accrued manufacturing and clinical	$ 30,541	$ 11,365
Accrued co-development costs for toripalimab	1,926
Accrued other	12,168	12,182
Lease liabilities, current	3,492	3,132
Total Accrued and other current liabilities	$ 48,127	$ 26,679

Collaborations and Other Arrangements (Details) $ / shares in Units, $ in Thousands, € in Millions						1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 16, 2021 USD ($) $ / shares shares	Feb. 01, 2021 USD ($)	Jan. 13, 2020 USD ($)	Nov. 04, 2019 EUR (€)	Oct. 04, 2019	Jan. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Apr. 14, 2020 $ / shares
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Research and development expense									$ 363,105	$ 142,759	$ 94,188
Accounts payable								$ 15,201	16,159	15,201
Accrued and other current liabilities								$ 26,679	$ 48,127	$ 26,679
Common Stock Par Or Stated Value Per Share \| $ / shares								$ 0.0001	$ 0.0001	$ 0.0001
Share Price \| $ / shares									$ 15.96				$ 14.815
Bioeq IP AG
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Initial term of agreement				10 years
Percentage of gross profits shraed					50.00%
Bioeq IP AG \| Licensed Products
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum aggregate milestone payments \| €				€ 12.5
Bioeq IP AG \| Research and Development Expense
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Upfront and milestone payment											$ 11,100	€ 10.0
Innovent Biologics (Suzhou) Co., Ltd. \| Licensed Products
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Initial term of agreement			12 months
Innovent Biologics (Suzhou) Co., Ltd. \| Bevacizumab Licensed Product
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid			$ 5,000
Maximum aggregate milestone payments			40,000
Innovent Biologics (Suzhou) Co., Ltd. \| Rituxan option
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum aggregate milestone payments			40,000
License Agreement Fee			5,000
Innovent Biologics (Suzhou) Co., Ltd. \| Technology transfer
Collaborative Arrangements And Noncollaborative Arrangement Transactions
License Agreement Fee			$ 10,000
Innovent Biologics (Suzhou) Co., Ltd. \| Research and Development Expense \| Bevacizumab Licensed Product
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Upfront and milestone payment										$ 7,500
Research and development expense									$ 1,100
Collaboration Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Research and development expense									39,400
Collaboration Agreement \| Accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Co-development, regulatory and technology transfer costs									1,900
Collaboration Agreement \| Licensed Products
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum paid amount for co-development activities (per licensed compound)		$ 25,000
Junshi Biosciences
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Share Price \| $ / shares	$ 20.06
Unregistered shares \| shares	2,491,988
Aggregate value	$ 50,000
Period before the company can sell, transfer or make any short sale of common stock (in years)	2 years
Fair value for the discount for lack of marketability (DLOM)									$ 9,000
Junshi Biosciences \| Toripalimab
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid		$ 150,000
Research and development expense							$ 145,000
Collaboration agreement, royalty on net sales, percentage		20.00%
Collaboration agreement, threshold royalty payments		$ 380,000
Junshi Biosciences \| Anti-TIGIT Antibody and IL-2 cytokine
Collaborative Arrangements And Noncollaborative Arrangement Transactions
License Agreement Fee		$ 35,000
Collaboration agreement, royalty on net sales for each exercised option, percentage		18.00%
Collaboration agreement, Maximum aggregate one-time payment for achievement of milestones, for each option program		$ 255,000
Right of First Negotiation Agreement with Junshi Biosciences
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Research and development expense								$ 5,000
Subsequent Event \| Junshi Biosciences \| Anti-TIGIT Antibody and IL-2 cytokine
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Upfront and milestone payment						$ 35,000

Debt Obligations - Convertible Senior Subordinated Notes due 2026 Narrative (Details)	1 Months Ended	12 Months Ended
	Apr. 30, 2020 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) item $ / shares	Dec. 31, 2020 USD ($)	Apr. 14, 2020 $ / shares
Debt Instrument
Net proceeds from offering			$ 222,156,000
Closing stock, price per share \| $ / shares		$ 15.96		$ 14.815
1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Aggregate principal amount	$ 230,000,000.0
Stated interest rate	1.50%
Number of events in default \| item		0
Contractual term		6 years
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Aggregate principal amount	$ 230,000,000.0	$ 230,000,000	230,000,000
Stated interest rate	1.50%
Net proceeds from offering	$ 222,200,000
Initial conversion rate, shares of common stock \| shares	51.9224
Principal amount of notes converted into shares	$ 1,000
Initial conversion price per common share \| $ / shares	$ 19.26
Interest rate description	The 2026 Convertible Notes accrue interest at a rate of 1.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, since October 15, 2020, and will mature on April 15, 2026, unless earlier repurchased or converted.
Debt instrument maturity date	Apr. 15, 2026
Convertible notes, premium percentage	30.00%
Convertible notes, covenant compliance		As of December 31, 2021, the Company was in full compliance with these covenants and there were no events of default under the 2026 Convertible Notes.
Debt issuance costs		$ 900,000
Remaining unamortized debt discount and debt offering costs		$ 5,712,000	$ 6,971,000
Effective interest rate		2.10%
Debt Instrument Term		4 years 3 months 18 days
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026 \| Scenario, Plan
Debt Instrument
Convertible notes, converted amount		$ 190,600,000

Debt Obligations - Capped Call Transactions Narrative (Details) $ / shares in Units, $ in Millions	1 Months Ended
	Apr. 30, 2020 USD ($) $ / shares	Dec. 31, 2021 $ / shares	Apr. 14, 2020 $ / shares
Option Indexed to Issuer's Equity [Line Items]
Closing stock, price per share		$ 15.96	$ 14.815
Capped Call Transactions in connection with the 2026 Convertible Notes
Option Indexed to Issuer's Equity [Line Items]
Payment for capped call transactions \| $	$ 18.2
Initial cap price of capped call transactions.	$ 25.9263
Percentage of cap price	75.0

Debt Obligations - 2026 Convertible Notes Components (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Apr. 30, 2020
Debt Instrument
Total 2026 Convertible Notes	$ 224,288	$ 223,029
1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Principal amount of the Convertible Notes			$ 230,000
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument
Principal amount of the Convertible Notes	230,000	230,000	$ 230,000
Unamortized debt discount and debt issuance costs	(5,712)	(6,971)
Total 2026 Convertible Notes	224,288	223,029
Remaining unamortized debt discount and debt offering costs	$ 5,712	$ 6,971

Debt Obligations - 2026 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument
Accretion of debt discount and debt issuance costs	$ 4,257	$ 3,481	$ 2,339
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument
Stated coupon interest	3,450	2,434
Accretion of debt discount and debt issuance costs	1,259	873
Total interest expense	$ (4,709)	$ (3,307)

Debt Obligations - 2026 Convertible Notes Future Payments (Details) - Convertible Notes - 1.5% Convertible Senior Subordinated Notes due 2026 - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument
2022	$ 3,450
2023	3,450
2024	3,450
2025	3,450
2026 and beyond	231,725
Total minimum payments	245,525
Less amount representing interest	(15,525)
2026 Convertible Notes, principal amount	230,000
Less debt discount and debt issuance costs on 2026 Convertible Notes	(5,712)	$ (6,971)
Net carrying amount of 2025 Convertible Notes	$ 224,288

Debt Obligations - Convertible Notes due 2022 Narrative (Details)		12 Months Ended
	Feb. 29, 2016 USD ($) item $ / shares shares	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Apr. 14, 2020 $ / shares
Debt Instrument
Proceeds from issuance of Convertible Notes			$ 222,156,000
Convertible trading days \| item	15
Closing stock, price per share \| $ / shares		$ 15.96			$ 14.815
8.2% Convertible Notes due 2022
Debt Instrument
Aggregate principal amount	$ 100,000,000.0
Stated interest rate	8.20%
Interest rate description	The 2022 Convertible Notes bear interest at a fixed coupon rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, since March 31, 2016
Convertible notes, premium percentage	9.00%
Convertible Notes \| KKR Member
Debt Instrument
Aggregate principal amount	$ 20,000,000.0
Convertible Notes \| MX II Member
Debt Instrument
Aggregate principal amount	4,000,000.0
Convertible Notes \| KMGCP Member
Debt Instrument
Aggregate principal amount	1,000,000.0
Convertible Notes \| Lender \| KKR Member
Debt Instrument
Aggregate principal amount	75,000,000.0
Convertible Notes \| 8.2% Convertible Notes due 2022
Debt Instrument
Aggregate principal amount	$ 100,000,000.0	$ 81,750,000	81,750,000
Stated interest rate	8.20%
Proceeds from issuance of Convertible Notes	$ 99,200,000
Convertible notes, Issuance Cost	$ 800,000
Principal amount outstanding		111,100,000
Contractual future interest payments due in 2022		2,100,000
Interest expense		7,625,000	7,493,000	$ 7,373,000
Debt instrument maturity date	Mar. 31, 2022
Convertible notes, premium percentage	9.00%
Additional interest to be accrued upon failure of registration or reporting requirements	0.50%
Initial conversion rate, shares of common stock \| shares	44.7387
Principal amount of notes converted into shares	$ 1,000
Initial conversion price per common share \| $ / shares	$ 22.35
Initial conversion price, percentage premium over average last reported sale price of common stock	60
Percentage of applicable conversion price, threshold	160.00%
Consecutive trading days \| item	30
Percentage to pay in cash of the par value of notes	109.00%
Remaining unamortized debt discount and debt offering costs		391,000	1,865,000
Convertible Notes \| 8.2% Convertible Notes due 2022 \| Related parties
Debt Instrument
Aggregate principal amount		27,250,000	27,250,000
Interest expense		2,541,000	2,498,000	$ 2,457,000
Remaining unamortized debt discount and debt offering costs		130,000	$ 622,000
Remaining total unamortized debt discount and debt offering costs , including related parties		$ 500,000
Amortized effective interest rate convertible notes period		3 months
Effective interest rate		9.50%
Convertible Notes \| 8.2% Convertible Notes due 2022 \| Minimum
Debt Instrument
Convertible trading days \| item	20
Scenario, Plan \| Convertible Notes \| 8.2% Convertible Notes due 2022
Debt Instrument
Convertible notes, converted amount		$ 71,400,000

Debt Obligations - 2022 Convertible Notes Components (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Feb. 29, 2016
Debt Instrument
Convertible Notes	$ 81,359	$ 79,885
8.2% Convertible Notes due 2022
Debt Instrument
Principal amount of the Convertible Notes			$ 100,000
8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument
Principal amount of the Convertible Notes	81,750	81,750	$ 100,000
Unamortized debt discount and debt issuance costs	(391)	(1,865)
Convertible Notes	81,359	79,885
Total Convertible Notes	108,479	106,513
Related parties \| 8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument
Principal amount of the Convertible Notes	27,250	27,250
Unamortized debt discount and debt issuance costs	(130)	(622)
Convertible Notes	$ 27,120	$ 26,628

Debt Obligations - 2022 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument
Accretion of debt discount and debt issuance costs	$ 4,257	$ 3,481	$ 2,339
Total interest expense	22,959	21,166	17,601
8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument
Stated coupon interest	6,150	6,150	6,150
Accretion of debt discount and debt issuance costs	1,475	1,343	1,223
Interest expense	7,625	7,493	7,373
Total interest expense	10,166	9,991	9,830
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument
Stated coupon interest	3,450	2,434
Accretion of debt discount and debt issuance costs	1,259	873
Interest expense	4,709	3,307
Related parties \| 8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument
Stated coupon interest	2,050	2,050	2,050
Accretion of debt discount and debt issuance costs	491	448	407
Interest expense	$ 2,541	$ 2,498	$ 2,457

Debt Obligations - 2025 Term Loan Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Jan. 07, 2019	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Dec. 31, 2020	Jan. 01, 2020	Feb. 29, 2016
Debt Instrument
Payment of closing fee to the lenders in form of origination issue discount							$ 9,000
Minimum
Debt Instrument
Net sales				$ 250,000
2025 Term Loan
Debt Instrument
Aggregate principal amount			$ 75,000
Interest rate description	The Borrowings under the 2025 Term Loan bear interest through maturity at 7.00% per annum plus three month LIBOR. Pursuant to the terms of the 2025 Term Loan, the interest rate was reduced to 6.75% per annum plus LIBOR as of January 1, 2020 as the consolidated net sales for UDENYCA for the fiscal year ending December 31, 2019 were in excess of $250.0 million. Interest is payable quarterly in arrears. Under the prospective method to account for future cash payments adopted by the Company, the effective interest rate is not constant, and any change in the expected cash flows is recognized prospectively as an adjustment to the effective yield. As of December 31, 2021, the effective interest rate was 10.7%.
Convertible notes, covenant compliance	The 2025 Term Loan contains certain affirmative covenants, negative covenants and events of default, including, covenants and restrictions that among other things, restrict the ability of the Company and its subsidiaries to, incur liens, incur additional indebtedness, make loans and investments, engage in mergers and acquisitions, in asset sales, and declare dividends or redeem or repurchase capital stock. Additionally, the consolidated net sales for UDENYCA must not be lower than $70.0 million for the fiscal year ending December 31, 2019, (b) $125.0 million for the fiscal year ending December 31, 2020, and (c) $150.0 million for each fiscal year thereafter. A failure to comply with these covenants could permit the Lender under the 2025 Term Loan to declare the Borrowings, together with accrued interest and fees, to be immediately due and payable.
2025 Term Loan \| Paid on or Prior to the Three Year Anniversary of Closing Date
Debt Instrument
Effective interest rate			5.00%
Prepayment premium, description			with respect to any prepayment paid or required to be paid on or prior to the three year anniversary of the Credit Agreement Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid, plus all required interest payments that would have been due on the Borrowings prepaid or required to be prepaid through and including the three year anniversary of the 2025 Term Loan Closing Date
2025 Term Loan \| Paid after the Three Year but on or Prior to the Four Year Anniversary of Closing Date
Debt Instrument
Effective interest rate			5.00%
Prepayment premium, description			with respect to any prepayment paid or required to be paid after the three year anniversary of the 2025 Term Loan Closing Date but on or prior to the four year anniversary of the 2025 Term Loan Closing Date, 5.00% of the Borrowings prepaid or required to be prepaid
2025 Term Loan \| Paid after the Four Year but on or Prior to the Five Year Anniversary of Closing Date
Debt Instrument
Effective interest rate			2.50%
Prepayment premium, description			with respect to any prepayment paid or required to be paid after the four year anniversary of the 2025 Term Loan Closing Date but on or prior to the five year anniversary of the 2025 Term Loan Closing Date, 2.50% of the Borrowings prepaid or required to be prepaid
2025 Term Loan \| Paid Thereafter
Debt Instrument
Effective interest rate			1.25%
Prepayment premium, description			with respect to any prepayment paid or required to be prepaid thereafter, 1.25% of the Borrowings prepaid or required to be prepaid
Lender \| 2025 Term Loan
Debt Instrument
Total term of the loan	6 years
Aggregate principal amount	$ 75,000		$ 75,000		$ 75,000
Effective interest rate			10.70%
Stated interest rate	7.00%					6.75%
Payment of closing fee to the lenders in form of origination issue discount	$ 1,100
Percentage required to pay an additional exit fee on principal amount	4.00%
Lender \| 2025 Term Loan \| Minimum
Debt Instrument
Consolidated net sales for UDENYCA minimum amount, 2019			$ 70,000
Consolidated net sales for UDENYCA minimum amount, 2020			125,000
Consolidated net sales for UDENYCA minimum amount, thereafter			$ 150,000
Subsequent Event \| 2025 Term Loan
Debt Instrument
Outstanding amount paid off		$ 81,900

Debt Obligations - 2025 Term Loan Components (Details) - 2025 Term Loan - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jan. 07, 2019
Debt Instrument
Principal amount of the Term Loan	$ 75,000
Lender
Debt Instrument
Principal amount of the Term Loan	75,000	$ 75,000	$ 75,000
Exit fee due on payment of 2025 Term Loan	3,000	3,000
2025 Term Loan, gross	78,000	78,000
Unamortized exit fee, debt discount and debt issuance costs, net	(2,487)	(3,519)
Net carrying amount of 2025 Convertible Notes	$ 75,513	$ 74,481

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Debt Obligations - 2025 Term Loan Interest Expense Components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Debt Instrument
Accretion of debt discount and debt issuance costs	$ 4,257	$ 3,481	$ 2,339
Lender \| 2025 Term Loan
Debt Instrument
Stated coupon interest	7,034	7,053	7,063
Accretion of debt discount and debt issuance costs	1,032	818	709
Interest expense	$ 8,066	$ 7,871	$ 7,772

Debt Obligations - 2025 Term Loan Future Payments (Details) - Lender - 2025 Term Loan - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument
Term Loan, gross	$ 78,000	$ 78,000
Net carrying amount of 2025 Convertible Notes	75,513	$ 74,481
Scenario, Plan
Debt Instrument
2022	29,294
2023	27,130
2024	24,972
2025	8,780
Total minimum payments	90,176
Less amount representing interest	(12,176)
Term Loan, gross	78,000
Less debt discount and debt issuance costs on Convertible Notes	(2,487)
Net carrying amount of 2025 Convertible Notes	$ 75,513

Commitments and Contingencies - Schedule of Non-Cancelable Contractual Obligations (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies.
2022	$ 27,052
2023	16,300
2024	10,108
2025	268
2026	179
Total obligations	$ 53,907

Leases - Additional Information (Details) $ in Millions	12 Months Ended
Leases - Additional Information (Details) $ in Millions	Dec. 31, 2021 USD ($) ft²	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($) item
Lessee Lease Description
Term of leases	36 months
Operating lease costs \| $	$ 3.1	$ 3.1	$ 2.4
Cash paid for amounts included in measurement of lease liabilities \| $	$ 3.4	$ 3.2
Operating lease weighted average remaining term	3 years 2 months 12 days	4 years 1 month 6 days
Operating lease Weighted average discount rate	8.00%	8.10%
Finance lease weighted average remaining term	1 year 8 months 12 days	2 years 4 months 24 days
Finance lease Weighted average discount rate	5.80%	5.80%
Corporate Headquarters Lease
Lessee Lease Description
Area of office space leased \| ft²	47,789
Lease Expiration Date	Sep. 01, 2024
Option to extend lease	true
Term of optional lease renewal	5 years
Laboratory Facilities Lease
Lessee Lease Description
Area of office space leased \| ft²	25,017
Term of optional lease renewal	5 years
New Camarillo Lease
Lessee Lease Description
Lease Expiration Date	May 01, 2027
Option to extend lease	true
Vehicle Lease
Lessee Lease Description
Number of vehicles leased \| item			50
Term of leases			36 months

Leases - Schedule of Balance Sheet Classification of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Assets:
Operating lease right-of-use assets	$ 8,193	$ 9,956
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other Assets Noncurrent	Other Assets Noncurrent
Finance lease	$ 1,220	$ 1,451
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, Plant and Equipment, Net	Property, Plant and Equipment, Net
Total leased assets	$ 9,413	$ 11,407
Liabilities:
Lease liabilities, current	$ 2,751	$ 2,573
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities Current	Accrued Liabilities Current
Operating lease liability noncurrent	$ 6,753	$ 9,073
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating and Finance Lease, Liability, Noncurrent	Operating and Finance Lease, Liability, Noncurrent
Total operating lease liabilities	$ 9,504	$ 11,646
Finance lease liabilities, current	$ 741	$ 560
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities Current	Accrued Liabilities Current
Finance lease liabilities, non-current	$ 498	$ 875
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other Liabilities Noncurrent	Other Liabilities Noncurrent
Total finance lease liabilities	$ 1,239	$ 1,435

Leases - Schedule of Maturities of Operating and Finance Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating leases
2022	$ 3,401
2023	3,560
2024	3,014
2025	412
2026 and beyond	416
Total lease payments	10,803
Less imputed interest	(1,299)
Total operating lease liabilities	9,504	$ 11,646
Finance leases
2022	790
2023	449
2024	61
Total lease payments	1,300
Less imputed interest	(61)
Total finance lease liabilities	$ 1,239	$ 1,435

Stock-Based Compensation and Employee Benefits - Equity Incentive Plans Narrative (Details)	12 Months Ended	96 Months Ended
	Dec. 31, 2021 shares	Dec. 31, 2021 shares
2014 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shares available for issuance	4.00%
Common stock reserved for future issuance	468,671	468,671
2010 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Awards issued		0
Common stock reserved for future issuance	0	0
2016 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance	446,037	446,037

Stock-Based Compensation and Employee Benefits - Stock Options Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options granted, weighted-average grant-date fair value		$ 9.80	$ 10.94	$ 9.52
Options exercised, aggregate intrinsic value		$ 9,700	$ 14,600	$ 10,300
Stock-based compensation expense	$ 800	51,364	38,160	33,591
Unrecognized stock-based compensation expenses related to stock options		$ 61,400
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition		2 years 7 months 6 days
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		4 years
Options, expiration period		10 years
Stock-based compensation expense		$ 36,700	30,300	31,400
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense		13,500	$ 6,500	$ 800
Unrecognized stock-based compensation expenses related to stock options		$ 20,700
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition		1 year 9 months 18 days

Stock Based Compensation and Employee Benefits - Summary of Option Activities Under 2016 and 2014 Plans (Details) - 2016 plan and 2014 plan	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Options, Beginning balance \| shares	19,014,835
Number of Options, Granted - at fair value \| shares	4,559,125
Number of Options, Exercised \| shares	(1,316,361)
Number of Options, Forfeited/Canceled \| shares	(2,297,784)
Number of Options, Ending balance \| shares	19,959,815
Weighted-Average Exercise Price, Beginning balance \| $ / shares	$ 15.41
Weighted-Average Exercise Price, Granted - at fair value \| $ / shares	16.62
Weighted Average Exercise Price, Exercised \| $ / shares	7.91
Weighted Average Exercise Price, Forfeited/Canceled \| $ / shares	17.96
Weighted-Average Exercise Price, Ending balance \| $ / shares	$ 15.89

Stock-Based Compensation and Employee Benefits - Additional Information Related to Status of Options (Details) - 2016 plan and 2014 plan - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Options outstanding, Number of Options	19,959,815	19,014,835
Options vested and exercisable, Number of Options	13,453,683
Options outstanding, Weighted-Average Exercise Price	$ 15.89	$ 15.41
Options vested and exercisable, Weighted-Average Exercise Price	$ 15.56
Options outstanding, Weighted-Average Remaining Contractual Terms	6 years 4 months 24 days
Options vested and exercisable, Weighted-Average Remaining Contractual Terms	5 years 4 months 24 days
Options outstanding, Aggregate Intrinsic Value	$ 47,892
Options vested and exercisable, Aggregate Intrinsic Value	$ 43,291

Stock-Based Compensation and Employee Benefits - Summary of RSUs Activity, under 2014 Plan (Details) - Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of RSUs, beginning balances	1,009,657
Number of RSUs granted	1,652,512
Number of RSUs vested	(465,930)
Number of RSUs canceled	(352,507)
Number of RSUs, ending balance	1,843,732	1,009,657
Weighted-Average Grant Date Fair Value, beginning balances	$ 17.91
Weighted-Average Grant Date Fair Value, RSUs granted	16.86	$ 17.86	$ 15.11
Weighted-Average Grant Date Fair Value, RSUs Vested	18.10
Weighted-Average Grant Date Fair Value, RSUs canceled	17.54
Weighted-Average Grant Date Fair Value, ending balances	$ 17.00	$ 17.91

Stock-Based Compensation and Employee Benefits - Restricted Stock Units narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 800	$ 51,364	$ 38,160	$ 33,591
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition		2 years 7 months 6 days
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total fair value of RSUs vested		$ 8,400	4,100	2,700
Total estimated grant date fair value		$ 27,900	$ 21,200	$ 4,300
Estimated weighted-average grant-date fair value of RSUs granted		$ 16.86	$ 17.86	$ 15.11
Stock-based compensation expense		$ 13,500	$ 6,500	$ 800
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition		1 year 9 months 18 days
Restricted Stock Units \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		1 year
Restricted Stock Units \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Vesting period		3 years

Stock-Based Compensation and Employee Benefits - Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Oct. 31, 2014	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense		$ 800	$ 51,364	$ 38,160	$ 33,591
Unrecognized stock-based compensation expenses related to stock options			$ 61,400
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition			2 years 7 months 6 days
2014 Employee Stock Purchase Plan (ESPP)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock reserved for future issuance			3,238,648
Percentage of purchase common stock of lesser of fair market value of common stock on first or last day of offering period by eligible employees			85.00%
Employee stock purchase plan offering period one	--05-16
Employee stock purchase plan offering period two	--11-16
Stock-based compensation expense			$ 1,200	$ 1,400	$ 1,300
Unrecognized stock-based compensation expenses related to stock options			$ 600
Unrecognized share-based compensation related to stock options, RSUs and ESPP, period for recognition			4 months 15 days
2014 Employee Stock Purchase Plan (ESPP) \| Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of shares reserve for issuance	1.00%

Stock-Based Compensation and Employee Benefits - Stock-Based Compensation (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	$ 800	$ 51,364	$ 38,160	$ 33,591
Capitalized stock-based compensation expense into inventory		1,025	1,460	1,735
Cost of Goods Sold
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense		1,099	583	108
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense		18,688	13,837	12,912
Selling, General and Administrative Expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense		$ 31,577	$ 23,740	$ 20,571

Stock-Based Compensation and Employee Benefits - Valuation Assumptions (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected dividend yield	0.00%
2014 Employee Stock Purchase Plan (ESPP)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 months	6 months	6 months
Expected volatility	42.00%	58.00%	61.00%
Risk-free interest rate	0.06%	0.13%	1.89%
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 29 days	6 years 1 month 6 days	6 years
Expected volatility	65.00%	68.00%	69.00%
Risk-free interest rate	0.89%	1.09%	2.29%

Stock-Based Compensation and Employee Benefits - 401(k) Retirement Plan (Details) - 401(k) Plan - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of maximum contribution of annual compensation	100.00%	50.00%	50.00%
First amount of each participant's contributions	$ 7,500	$ 6,000	$ 6,000
Compensation expense related to match plan	$ 1,700,000	$ 800,000	$ 800,000
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of maximum contribution of annual compensation			90.00%
Percentage of employer matching contributions	4.00%

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Income tax provision	$ 0	$ 3,463	$ 2,942
Increase (decrease) in valuation allowance	72,400	(22,700)	(13,400)
Unrecognized tax benefits, accrued interest and penalties accrued	0	0	0
Unrecognized Tax Benefits	15,495	$ 13,243	$ 11,603	$ 18,115
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 533,500
Net operating loss carryforwards expiration year	2036
Tax credit carryforwards	$ 54,000
Tax credit carryforwards expiration year	2031
Various states
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 83,700
Net operating loss carryforwards expiration year	2031
Tax credit carryforwards	$ 23,500

Income Taxes - Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Components of income (loss) before income taxes
Domestic	$ (287,058)	$ 133,615	$ 92,585
Foreign	(42)	2,092	190
Net (loss) income before income taxes	$ (287,100)	$ 135,707	$ 92,775

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 25
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-URI http://asc.fasb.org/extlink&oid=123384075&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Section S99
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-URI http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current
State		$ 3,463	$ 2,942
Subtotal		3,463	2,942
Deferred
Provision for income taxes	$ 0	$ 3,463	$ 2,942

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes - Reconciliation of Statutory U.S. Federal Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Percent of pre-tax income:
United States federal statutory income tax rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	2.60%	2.00%	1.50%
Foreign rate differences	0.00%	(0.30%)	(0.10%)
Permanent items	0.20%	0.40%	(0.60%)
Research and development credit	2.60%	(4.80%)	(4.80%)
Stock based compensation costs	(1.20%)	1.30%	1.30%
Other	0.00%	(0.30%)	(0.70%)
Change in valuation allowance	(25.20%)	(16.70%)	(14.40%)
Effective income tax rate	0.00%	2.60%	3.20%

Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Components Of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 117,793	$ 94,043
Research and development credits	58,039	49,965
Depreciation and amortization	40,620	9,672
Stock-based compensation	30,565	25,983
Sales related accruals	17,299	16,404
Other accruals	11,798	8,013
Gross deferred tax assets	276,114	204,080
Right-of-use asset	(2,167)	(2,566)
In-process research and development	(603)	(589)
Gross deferred tax liabilities	(2,770)	(3,155)
Total net deferred tax asset	273,344	200,925
Less valuation allowance	$ (273,344)	$ (200,925)

Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward
Balance at beginning of year	$ 13,243	$ 11,603	$ 18,115
Additions based on tax positions related to current year	2,038	1,749	1,206
Additions (reductions) for tax positions of prior years	214	(109)	(7,718)
Balance at end of year	$ 15,495	$ 13,243	$ 11,603

Net (Loss) Income Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net (loss) income	$ (287,100)	$ 132,244	$ 89,833
Denominator:
Weighted-average common shares outstanding	75,449,632	71,411,705	69,679,916
Basic net (loss) income per share	$ (3.81)	$ 1.85	$ 1.29
Numerator:
Net (loss) income	$ (287,100)	$ 132,244	$ 89,833
Add interest expense on 2026 Convertible Notes, net of tax		3,307
Numerator for diluted net (loss) income per share	$ (287,100)	$ 135,551	$ 89,833
Denominator:
Denominator for basic net (loss) income per share	75,449,632	71,411,705	69,679,916
Add effect of potential dilutive securities:
Stock options, including shares subject to ESPP		3,455,646	3,491,272
Restricted stock units		167,597	14,755
Shares issuable upon conversion of convertible notes		8,456,950
Denominator for diluted net (loss) income per share	75,449,632	83,491,898	73,185,943
Diluted net (loss) income per share	$ (3.81)	$ 1.62	$ 1.23

Net (Loss) Income Per Share - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net (loss) Income Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	38,122,727	14,002,963	14,908,410
Stock options, including shares subject to ESPP
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	19,895,097	9,521,403	10,412,471
Restricted Stock Units
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	1,811,607	7,689	22,068
8.2% Convertible Notes due 2022 \| Shares Issuable Upon Conversion of Convertible Notes
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	4,473,871	4,473,871	4,473,871
1.5% Convertible Senior Subordinated Notes due 2026 \| Shares Issuable Upon Conversion of Convertible Notes
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	11,942,152

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Feb. 29, 2016
Related Party Transaction
Stock-based compensation expense	$ 800	$ 51,364	$ 38,160	$ 33,591
Consulting Agreement With Lanfear Advisors
Related Party Transaction
Number of options, granted	65,000
Exercise price	$ 17.60
Cash consulting expense		200	300
Liabilities recognized		$ 0	$ 300
8.2% Convertible Notes due 2022
Related Party Transaction
Aggregate principal amount					$ 100,000
8.2% Convertible Notes due 2022 \| Board of Directors
Related Party Transaction
Aggregate principal amount					$ 25,000

Subsequent Events - 2027 Term Loans and TIGIT Option Exercises (Details) - USD ($) $ in Millions		1 Months Ended
	Jan. 09, 2022	Jan. 31, 2022	Dec. 31, 2021	Apr. 30, 2020	Feb. 29, 2016
Subsequent Event [Line Items]
Debt Instrument, Fee Amount					$ 9.0
8.2% Convertible Notes due 2022
Subsequent Event [Line Items]
Debt Instrument Face Amount					$ 100.0
Stated interest rate					8.20%
1.5% Convertible Senior Subordinated Notes due 2026
Subsequent Event [Line Items]
Debt Instrument Face Amount				$ 230.0
Stated interest rate				1.50%
2025 Term Loan
Subsequent Event [Line Items]
Debt Instrument Face Amount			$ 75.0
Subsequent Event \| TIGIT Exercise Letter Agreement \| Junshi Biosciences
Subsequent Event [Line Items]
Option Exercise Fess	$ 35.0
Option Exercise Payment, Required Term	10 days
Maximum aggregate milestone payments	$ 255.0
Collaboration agreement, royalty on net sales, percentage	18.00%
Subsequent Event \| 2025 Term Loan
Subsequent Event [Line Items]
Outstanding amount paid off		$ 81.9
Subsequent Event \| 2027 Term Loans
Subsequent Event [Line Items]
Debt Instrument Face Amount		$ 400.0
Stated interest rate		8.25%
Loan Agreement, Funding Fee, Percentage		2.00%
Loan agreement covenants, minimum trailing twelve month net sales for current quarter		$ 200.0
Loan agreement covenants, minimum trailing twelve month net sales for the quarter ended March 30, 2024		210.0
Loan agreement covenants, minimum trailing twelve-month net sales for the quarter ended December 31, 2024		$ 300.0
Mandatory Prepayment, Term		10 days
Subsequent Event \| 2027 Term Loans \| Additional facility amount
Subsequent Event [Line Items]
Debt Instrument Face Amount		$ 100.0
Subsequent Event \| 2027 Term Loans \| Three-month LIBOR
Subsequent Event [Line Items]
Debt Instrument, Basis Spread on Variable Rate		1.00%
Subsequent Event \| Tranche A Loan, funded January 5, 2022
Subsequent Event [Line Items]
Debt Instrument Face Amount		$ 100.0
Loan Agreement, Prepayment Fee, Percentage		3.00%
Subsequent Event \| Tranche A Loan, Third Anniversary, funded January 5, 2022
Subsequent Event [Line Items]
Loan Agreement, Prepayment Fee, Percentage		2.00%
Subsequent Event \| Tranche B Loan, funded no later than April 1, 2022
Subsequent Event [Line Items]
Debt Instrument Face Amount		$ 100.0
Loan Agreement, Prepayment Fee, Percentage		1.00%
Subsequent Event \| Tranche C Loan, funded between April 1, 2022 and March 17, 2023
Subsequent Event [Line Items]
Debt Instrument Face Amount		$ 50.0
Subsequent Event \| Tranche D Loan, funded between April 1, 2022 and March 17, 2023
Subsequent Event [Line Items]
Debt Instrument Face Amount		50.0
Subsequent Event \| 2025 Term Loan \| 2025 Term Loan
Subsequent Event [Line Items]
Outstanding amount paid off		81.9
Subsequent Event \| Scenario, Plan \| Minimum \| 1.5% Convertible Senior Subordinated Notes due 2026
Subsequent Event [Line Items]
Debt Instrument Face Amount		$ 50.0