0001558370-22-012251 | 10-Q | XBRL Viewer

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Fair Value Measurements

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

The fair values 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. Where quoted prices are available in an active market, securities are classified as Level 1. Level 1 assets consist of highly liquid money market funds that are included in cash and cash equivalents, and restricted cash.

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:


	Fair Value Measurements
	June 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents (money market funds)	$	275,484	$	—	$	—	$	275,484
Restricted cash (money market funds)		440		—		—		440
Total financial assets	$	275,924	$	—	$	—	$	275,924


	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

- 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

Commitments and Contingencies - Additional Information (Details) $ in Millions	1 Months Ended
	Apr. 30, 2022 USD ($)
Contractual Obligation Fiscal Year Maturity [Abstract]
Claims related to certain sales of UDENYCA from October 2020 through December 2021	$ 14

Related Party Transactions	6 Months Ended
Jun. 30, 2022
Related Party Transactions
Related Party Transactions	11. Related Party Transactions Consulting services In October 2020, the Company entered into a consulting agreement with Lanfear Advisors owned by Jonathan Lanfear who is the brother of Dennis Lanfear, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors. Jonathan Lanfear provided consulting services with respect to the Collaboration Agreement executed with Junshi Biosciences in February 2021 (See Note 6). 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 Jonathan Lanfear in February 2021 upon the execution of the Collaboration Agreement with Junshi Biosciences. During the first quarter of 2021, the Company recognized non-cash stock-based compensation expense of $0.8 million and consulting service expense of $0.2 million related to these services. Subsequent to this, no material related party expenses have been recorded. Total liabilities recognized on the condensed consolidated balance sheets with respect to these services were immaterial as of June 30, 2022 and December 31, 2021.

Related Party Transactions

6 Months Ended

Jun. 30, 2022

Related Party Transactions

Related Party Transactions

11. Related Party Transactions

Consulting services

In October 2020, the Company entered into a consulting agreement with Lanfear Advisors owned by Jonathan Lanfear who is the brother of Dennis Lanfear, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors. Jonathan Lanfear provided consulting services with respect to the Collaboration Agreement executed with Junshi Biosciences in February 2021 (See Note 6). 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 Jonathan Lanfear in February 2021 upon the execution of the Collaboration Agreement with Junshi Biosciences. During the first quarter of 2021, the Company recognized non-cash stock-based compensation expense of $0.8 million and consulting service expense of $0.2 million related to these services. Subsequent to this, no material related party expenses have been recorded. Total liabilities recognized on the condensed consolidated balance sheets with respect to these services were immaterial as of June 30, 2022 and December 31, 2021.

Debt Obligations - 2027 Term Loan Future Payments (Details) - 2027 Term Loans - BioPharma Credit Investments V GP LLC $ in Thousands	Jun. 30, 2022 USD ($)
Debt Instrument [Line Items]
Remainder of 2022 - interest only	$ 9,456
2023 - interest only	18,757
2024 - interest only	18,808
2025 - interest only	18,757
2026 and thereafter	213,145
Total minimum payments	278,923
Less amount representing interest	(78,923)
Term Loan, gross	200,000
Less unamortized debt discount and debt issuance costs, net	(3,963)
Net carrying amount of Term Loans	$ 196,037

Balance Sheet Components (Tables)

6 Months Ended

Jun. 30, 2022

Organization and Operations

Schedule of Property and Equipment, Net

Property and equipment, net consists of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Machinery and equipment	$	12,564	$	11,876
Computer equipment and software		3,052		3,033
Furniture and fixtures		1,161		1,129
Leasehold improvements		6,145		5,942
Finance lease right of use assets		4,223		2,294
Construction in progress		788		388
Total property and equipment		27,933		24,662
Accumulated depreciation and amortization		(18,380)		(16,849)
Property and equipment, net	$	9,553	$	7,813

Schedule of Accrued Liabilities

Accrued and other current liabilities are summarized as follows:


	June 30,		December 31,
(in thousands)	2022		2021
Accrued manufacturing and clinical	$	14,781	$	30,541
Accrued co-development costs for toripalimab		12,025		1,926
Lease liabilities, current		3,988		3,492
Accrued other		10,999		12,168
Total Accrued and other current liabilities	$	41,793	$	48,127

Organization and Significant Accounting Policies - Organization (Details)	6 Months Ended
	Jun. 30, 2022 product
Organization and Summary of Significant Accounting Policies
Number of wholly-owned preclinical immuno-oncology programs	2
Product pipeline, number of drug candidates	4

Debt Obligations - Summary of Debt Obligations (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
2027 Term Loans \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount	$ 200,000
Unamortized debt discount and debt issuance costs	(3,963)
Net carrying value	196,037
Estimated fair value	196,037
1.5% Convertible Senior Subordinated Notes due 2026 \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount	230,000	$ 230,000
Unamortized debt discount and debt issuance costs	(5,072)	(5,712)
Net carrying value	224,928	224,288
Estimated fair value	151,211	271,860
8.2% Convertible Notes due 2022 \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount		109,000
Unamortized debt discount and debt issuance costs		(521)
Net carrying value		108,479
Estimated fair value		108,361
2025 Term Loan
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net carrying value	$ 0
2025 Term Loan \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount		75,000
Unamortized debt discount and debt issuance costs		513
Net carrying value		75,513
Estimated fair value		$ 75,513

Revenue

6 Months Ended

Jun. 30, 2022

Revenue

Revenue

2. Revenue

The Company recorded net revenue of $60.2 million and $120.3 million during the three and six months ended June 30, 2022, respectively, and $87.6 million and $170.7 million during the three and six months ended June 30, 2021, respectively.

Gross revenues by significant customer as a percentage of total gross revenues are as follows:


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
McKesson Corporation	36	%	39	%	37	%	39	%
AmeriSource-Bergen Corporation	46	%	38	%	45	%	38	%
Cardinal Health, Inc.	17	%	22	%	17	%	21	%

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:


	Six Months Ended June 30, 2022
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2021	$	29,665	$	54,004	$	26,054	$	109,723
Provision related to sales made in:
Current period		220,178		38,075		39,353		297,606
Prior period		(2,147)		(3,165)		(556)		(5,868)
Payments and customer credits issued		(216,130)		(44,816)		(44,402)		(305,348)
Balances at June 30, 2022	$	31,566	$	44,098	$	20,449	$	96,113


	Six Months Ended June 30, 2021
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398
Provision related to sales made in:
Current period		237,745		61,190		50,039		348,974
Prior period		(2,850)		(1,890)		(2,818)		(7,558)
Payments and customer credits issued		(247,641)		(52,213)		(50,726)		(350,580)
Balances at June 30, 2021	$	27,834	$	61,145	$	25,255	$	114,234

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 unaudited condensed 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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-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
-Topic 606
-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
-Topic 606
-SubTopic 10
-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
-Topic 606
-SubTopic 10
-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

Debt Obligations (Tables)

6 Months Ended

Jun. 30, 2022

Debt Instrument

Summary of the Company's Debt Obligations

A summary of the Company’s debt obligations, including level within the fair value hierarchy (see Note 3), is as follows:


	At June 30, 2022
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	200,000	$	(3,963)	$	196,037	$	196,037	Level 2*
2026 Convertible Notes	$	230,000	$	(5,072)	$	224,928	$	151,211	Level 2

	At December 31, 2021
(in thousands)	Principal Amount		Unamortized Exit Fee, Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2026 Convertible Notes	$	230,000	$	(5,712)	$	224,288	$	271,860	Level 2
2022 Convertible Notes	$	109,000	$	(521)	$	108,479	$	108,361	Level 3
2025 Term Loan	$	75,000	$	513	$	75,513	$	75,513	Level 2*

*	The principal amount outstanding is subject to a variable interest rate, which is based on the three-month LIBOR plus a fixed percentage. Therefore, the Company believes the carrying amount of these obligations approximates fair value.

2027 Term Loans

Debt Instrument

Components of Interest Expense

The following table presents the components of interest expense related to the 2027 Term Loans:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
(in thousands)	2022		2022
Stated coupon interest	$	4,702	$	6,912
Amortization of debt discount and debt issuance costs		659		3,500
Total interest expense	$	5,361	$	10,412

Schedule of Future Payments on Debt

Future payments on the 2027 Term Loans as of June 30, 2022 are as follows:


Year ending December 31, (in thousands)
Remainder of 2022 - interest only	$	9,456
2023 - interest only		18,757
2024 - interest only		18,808
2025 - interest only		18,757
2026 and thereafter		213,145
Total minimum payments		278,923
Less amount representing interest		(78,923)
2027 Term Loans, gross		200,000
Less unamortized debt discount and debt issuance costs, net		(3,963)
Net carrying amount of 2027 Term Loans	$	196,037

1.5% Convertible Senior Subordinated Notes due 2026

Debt Instrument

Components of Interest Expense

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Stated coupon interest	$	862	$	862	$	1,725	$	1,725
Amortization of debt discount and debt issuance costs		321		314		640		626
Total interest expense	$	1,183	$	1,176	$	2,365	$	2,351

Schedule of Future Payments on Debt

Future payments on the 2026 Convertible Notes as of June 30, 2022 are as follows:


Year ending December 31, (in thousands)
Remainder of 2022 - interest only	$	1,725
2023 - interest only		3,450
2024 - interest only		3,450
2025 - interest only		3,450
2026 and thereafter		231,725
Total minimum payments		243,800
Less amount representing interest		(13,800)
2026 Convertible Notes, principal amount		230,000
Less debt discount and debt issuance costs on 2026 Convertible Notes		(5,072)
Net carrying amount of 2026 Convertible Notes	$	224,928

8.2% Convertible Notes due 2022

Debt Instrument

Components of Interest Expense

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Stated coupon interest	$	—	$	2,050	$	2,050	$	4,100
Amortization of debt discount and debt issuance costs		—		485		521		960
Total interest expense	$	—	$	2,535	$	2,571	$	5,060

2025 Term Loan

Debt Instrument

Components of Interest Expense

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Stated coupon interest	$	—	$	1,754	$	154	$	3,488
Amortization of debt discount and debt issuance costs		—		263		16		478
Total interest expense	$	—	$	2,017	$	170	$	3,966

Organization and Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Organization and Summary of Significant Accounting Policies
Cash and cash equivalents	$ 275,484	$ 417,195	$ 329,738	$ 541,158
Restricted Cash	440	440	440	440
Total cash, cash equivalents and restricted cash	$ 275,924	$ 417,635	$ 330,178	$ 541,598

Fair Value Measurements - Financial Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value Measurements Recurring Basis - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	$ 275,924	$ 417,605
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	275,924	417,605
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	0
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	0
Cash and cash equivalents (money market funds)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	275,484	417,165
Cash and cash equivalents (money market funds) \| Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	275,484	417,165
Cash and cash equivalents (money market funds) \| Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	0
Cash and cash equivalents (money market funds) \| Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total financial assets	0
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	440	$ 440
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	$ 0

Inventory - Balance Sheet Classifications (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory
Inventory	$ 31,744	$ 37,642
Inventory, non-current	75,954	55,610
Total	$ 107,698	$ 93,252

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2022

Commitments and Contingencies.

Schedule of Non-cancelable Contractual Obligations


Years ending December 31, (in thousands)
Remainder of 2022	$	25,539
2023		16,327
2024		911
2025		911
2026		208
Total obligations	$	43,896

Inventory (Tables)

6 Months Ended

Jun. 30, 2022

Inventory

Schedule of Inventory

Inventory consisted of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Raw materials	$	7,685	$	4,870
Work in process		69,593		65,117
Finished goods		30,420		23,265
Total	$	107,698	$	93,252

Schedule of Balance Sheet Classification


	June 30,		December 31,
(in thousands)	2022		2021
Inventory	$	31,744	$	37,642
Inventory, non-current		75,954		55,610
Total	$	107,698	$	93,252

Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Balance Sheet Components
Accrued manufacturing and clinical	$ 14,781	$ 30,541
Accrued co-development costs for toripalimab	12,025	1,926
Lease liabilities, current	3,988	3,492
Accrued other	10,999	12,168
Total Accrued and other current liabilities	$ 41,793	$ 48,127

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Property and Equipment, Net
Total property and equipment	$ 27,933	$ 24,662
Accumulated depreciation and amortization	(18,380)	(16,849)
Property and equipment, net	9,553	7,813
Machinery and Equipment
Property and Equipment, Net
Total property and equipment	12,564	11,876
Computer Equipment and Software
Property and Equipment, Net
Total property and equipment	3,052	3,033
Furniture and Fixtures
Property and Equipment, Net
Total property and equipment	1,161	1,129
Leasehold Improvements
Property and Equipment, Net
Total property and equipment	6,145	5,942
Finance lease right of use assets
Property and Equipment, Net
Total property and equipment	4,223	2,294
Construction in Progress
Property and Equipment, Net
Total property and equipment	$ 788	$ 388

Debt Obligations - Capped Call Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Apr. 30, 2020	Jun. 30, 2022	Apr. 14, 2020
Option Indexed to Issuer's Equity [Line Items]
Closing stock, price per share		$ 7.24	$ 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	75.00%
Closing stock, price per share			$ 14.815

Revenue - Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	$ 109,723	$ 123,398
Provision related to sales made in:
Current period	297,606	348,974
Prior period	(5,868)	(7,558)
Payments and customer credits issued	(305,348)	(350,580)
Activities and reserve balance, ending balance	96,113	114,234
Chargebacks and Discounts for Prompt Payment
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	29,665	40,580
Provision related to sales made in:
Current period	220,178	237,745
Prior period	(2,147)	(2,850)
Payments and customer credits issued	(216,130)	(247,641)
Activities and reserve balance, ending balance	31,566	27,834
Rebates
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	54,004	54,058
Provision related to sales made in:
Current period	38,075	61,190
Prior period	(3,165)	(1,890)
Payments and customer credits issued	(44,816)	(52,213)
Activities and reserve balance, ending balance	44,098	61,145
Other Fees, Co-pay Assistance and Returns
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	26,054	28,760
Provision related to sales made in:
Current period	39,353	50,039
Prior period	(556)	(2,818)
Payments and customer credits issued	(44,402)	(50,726)
Activities and reserve balance, ending balance	$ 20,449	$ 25,255

Debt Obligations - 2027 Term Loans Interest Expense Components (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Jun. 30, 2021
Debt Instrument [Line Items]
Amortization of debt discount and debt issuance costs		$ 4,677	$ 2,064
2027 Term Loans \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Stated coupon interest	$ 4,702	6,912
Amortization of debt discount and debt issuance costs	659	3,500
Total Interest expense	$ 5,361	$ 10,412

Net Loss Per Share - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net (loss) Income Per Share (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	36,557,270	37,335,701	38,700,741	37,309,256
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	22,195,040	19,099,431	22,133,745	19,072,986
Restricted Stock Units
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net (loss) income per share	2,420,078	1,820,247	2,449,703	1,820,247
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	2,175,142	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	11,942,152	11,942,152	11,942,152

Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Operating activities
Net loss	$ (146,234,000)	$ (202,847,000)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,654,000	1,726,000
Stock-based compensation expense	26,729,000	28,479,000
Write-off of prepaid manufacturing services related to the termination of CHS-2020		3,210,000
Non-cash interest expense from amortization of debt discount & issuance costs	4,677,000	2,064,000
Upfront and option payments to Junshi Biosciences	35,000,000	136,000,000
Loss on debt extinguishment	6,222,000
Other non-cash adjustments, net	1,208,000	1,896,000
Changes in operating assets and liabilities:
Trade receivables, net	7,327,000	15,243,000
Inventory	(14,203,000)	(3,860,000)
Prepaid manufacturing	6,490,000	2,335,000
Other prepaid, current and non-current assets	(6,223,000)	(3,556,000)
Accounts payable	1,423,000	(773,000)
Accrued rebates, fees and reserves	(14,480,000)	2,229,000
Accrued compensation	(5,086,000)	(7,428,000)
Accrued and other current and non-current liabilities	(8,586,000)	26,461,000
Net cash (used in) provided by operating activities	(104,082,000)	1,179,000
Investing activities
Purchases of property and equipment	(1,495,000)	(560,000)
Purchases of investments in marketable securities		(140,330,000)
Proceeds from maturities of investments in marketable securities		15,000,000
Upfront and option payments to Junshi Biosciences	(35,000,000)	(136,000,000)
Net cash used in investing activities	(36,495,000)	(261,890,000)
Financing activities
Proceeds from 2027 Term Loans, net of debt discount & issuance costs	191,190,000
Proceeds from issuance of common stock to Junshi Biosciences, net of issuance costs		40,903,000
Proceeds from issuance of common stock upon exercise of stock options	552,000	8,446,000
Proceeds from purchase under the employee stock purchase plan	1,655,000	1,985,000
Taxes paid related to net share settlement of RSUs	(3,300,000)	(1,730,000)
Repayment of 2022 Convertible Notes and premiums	(109,000,000)
Repayment of 2025 Term Loan, premiums and exit fees	(81,750,000)
Other financing activities	(481,000)	(313,000)
Net cash (used in) provided by financing activities	(1,134,000)	49,291,000
Net decrease in cash, cash equivalents and restricted cash	(141,711,000)	(211,420,000)
Cash, cash equivalents and restricted cash at beginning of period	417,635,000	541,598,000
Cash, cash equivalents and restricted cash at end of period	$ 275,924,000	$ 330,178,000

Debt Obligations - 2022 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Debt Instrument
Amortization of debt discount and debt issuance costs			$ 4,677	$ 2,064
Total interest expense	$ 6,580	$ 5,747	15,549	11,395
8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument
Stated coupon interest		2,050	2,050	4,100
Amortization of debt discount and debt issuance costs		485	521	960
Total Interest expense		2,535	2,571	5,060
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument
Stated coupon interest	862	862	1,725	1,725
Amortization of debt discount and debt issuance costs	321	314	640	626
Total Interest expense	$ 1,183	$ 1,176	$ 2,365	$ 2,351

Revenue (Tables)

6 Months Ended

Jun. 30, 2022

Revenue

Gross Revenues by Significant Customer as a Percentage of Total Gross Revenues

Gross revenues by significant customer as a percentage of total gross revenues are as follows:


	Three Months Ended				Six Months Ended
	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
McKesson Corporation	36	%	39	%	37	%	39	%
AmeriSource-Bergen Corporation	46	%	38	%	45	%	38	%
Cardinal Health, Inc.	17	%	22	%	17	%	21	%

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

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


	Six Months Ended June 30, 2022
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2021	$	29,665	$	54,004	$	26,054	$	109,723
Provision related to sales made in:
Current period		220,178		38,075		39,353		297,606
Prior period		(2,147)		(3,165)		(556)		(5,868)
Payments and customer credits issued		(216,130)		(44,816)		(44,402)		(305,348)
Balances at June 30, 2022	$	31,566	$	44,098	$	20,449	$	96,113


	Six Months Ended June 30, 2021
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2020	$	40,580	$	54,058	$	28,760	$	123,398
Provision related to sales made in:
Current period		237,745		61,190		50,039		348,974
Prior period		(2,850)		(1,890)		(2,818)		(7,558)
Payments and customer credits issued		(247,641)		(52,213)		(50,726)		(350,580)
Balances at June 30, 2021	$	27,834	$	61,145	$	25,255	$	114,234

Organization and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2022

Organization and Summary of Significant Accounting Policies

Basis of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of Coherus and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring accruals, that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”) filed with the SEC.

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. Accounting estimates and judgements are inherently uncertain and therefore actual results could differ from these estimates.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets which, in aggregate, represent the amount reported in the condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021:



(in thousands)	At January 1,
At beginning of period:	2022		2021
Cash and cash equivalents	$	417,195	$	541,158
Restricted cash		440		440
Total cash, cash equivalents and restricted cash	$	417,635	$	541,598

	At June 30,
At end of period:	2022		2021
Cash and cash equivalents	$	275,484	$	329,738
Restricted cash		440		440
Total cash, cash equivalents and restricted cash	$	275,924	$	330,178

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 condensed consolidated balance sheets.

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 debt marketable 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. 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 on available-for-sale securities are included in other income, net, based on the specific identification method.

Trade Receivables

Trade receivables are recorded net of allowances for chargebacks, 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 June 30, 2022 and December 31, 2021.

Recent Accounting Pronouncements

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

Debt Obligations - 2026 Convertible Notes Future Payments (Details) - Convertible Notes - 1.5% Convertible Senior Subordinated Notes due 2026 $ in Thousands	Jun. 30, 2022 USD ($)
Debt Instrument
Remainder of 2022 - interest only	$ 1,725
2023 - interest only	3,450
2024 - interest only	3,450
2025 - interest only	3,450
2026 and thereafter	231,725
Total minimum payments	243,800
Less amount representing interest	(13,800)
2026 Convertible Notes, principal amount	230,000
Less debt discount and debt issuance costs on 2026 Convertible Notes	(5,072)
Net carrying amount of Term Loans	$ 224,928

Debt Obligations - Convertible Notes due 2022 Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended	6 Months Ended
	Feb. 29, 2016	Mar. 31, 2022	Jan. 31, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021	Apr. 14, 2020
Debt Instrument
Outstanding amount payoff					$ 109,000
Closing stock, price per share					$ 7.24		$ 14.815
Convertible Notes \| 8.2% Convertible Notes due 2022
Debt Instrument
Principal amount	$ 100,000		$ 100,000
Stated interest rate	8.20%	8.20%
Interest expense				$ 2,535	$ 2,571	$ 5,060
Interest rate description					The 2022 Convertible Notes bore 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
Debt instrument maturity date	Mar. 31, 2022
Outstanding amount payoff		$ 111,100	$ 111,100
Total Convertible Notes		$ 0
Convertible notes, premium percentage	9.00%	9.00%

Debt Obligations - 2025 Term Loan Interest Expense Components (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Debt Instrument
Amortization of debt discount and debt issuance costs		$ 4,677	$ 2,064
Lender \| 2025 Term Loan
Debt Instrument
Stated coupon interest	$ 1,754	154	3,488
Amortization of debt discount and debt issuance costs	263	16	478
Total Interest expense	$ 2,017	$ 170	$ 3,966

Organization and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2022

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Organization

Coherus BioSciences, Inc. (the “Company” or “Coherus”) is a commercial-stage biopharmaceutical company focused on the research, development and commercialization of innovative cancer treatments and commercialization of its portfolio of United States Food and Drug Administration (“FDA”)-approved biosimilars. The Company’s strategy is to develop and commercialize innovative cancer treatments 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 (pegfilgrastim-cbqv), a biosimilar to Neulasta, a long-acting granulocyte-colony stimulating factor, in the United States. The FDA approved YUSIMRY™ (adalimumab-aqvh) 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 Inc. (“AbbVie”). On August 2, 2022, the FDA approved CIMERLI (ranibizumab-eqrn), a Lucentis biosimilar, and commercial launch is planned for October 2022 in the United States.

The Company’s product pipeline comprises the following four product candidates: toripalimab, an anti-PD-1 antibody being developed in collaboration with Junshi Biosciences; CHS-006, an antibody targeting TIGIT being developed in collaboration with Junshi Biosciences; and two wholly-owned preclinical immuno-oncology programs, CHS-1000, an antibody targeting ILT4, and CHS-3318, an antibody targeting CCR8. In May 2022, the Company discontinued development of its bevacizumab (Avastin) biosimilar product candidate from Innovent Biologics (Suzhou) Co., Ltd. (“Innovent”).

Basis of Consolidation

Use of Estimates

each period and updated to reflect current information. Accounting estimates and judgements are inherently uncertain and therefore actual results could differ from these estimates.

Cash, Cash Equivalents and Restricted Cash



(in thousands)	At January 1,
At beginning of period:	2022		2021
Cash and cash equivalents	$	417,195	$	541,158
Restricted cash		440		440
Total cash, cash equivalents and restricted cash	$	417,635	$	541,598

	At June 30,
At end of period:	2022		2021
Cash and cash equivalents	$	275,484	$	329,738
Restricted cash		440		440
Total cash, cash equivalents and restricted cash	$	275,924	$	330,178

Investments in Marketable Securities

Trade Receivables

Recent Accounting Pronouncements

Collaborations and Other Arrangements

6 Months Ended

Jun. 30, 2022

Collaborations and Other Arrangements

Collaborations and Other Arrangements

6. Collaborations and Other Arrangements

Junshi Biosciences

On February 1, 2021, the Company entered into an Exclusive License and Commercialization Agreement (the “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, an option in these territories to Junshi Biosciences’ anti-TIGIT antibody CHS-006, an option in these territories to a 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.

In March 2022, the Company paid $35.0 million for the exercise of its option to license CHS-006. The Company will lead further development of CHS-006 and will be responsible for the associated development costs as set forth in the Collaboration Agreement. If the Company exercises its remaining option for the IL-2 cytokine, it will be obligated to pay an additional option exercise fee of $35.0 million. Additionally, for each exercised option, the Company will be obligated to pay Junshi Biosciences an 18% royalty on net sales, up to $85.0 million for the achievement of certain regulatory approvals, and up to $170.0 million for the attainment of certain sales thresholds. Under the Collaboration Agreement, the Company retains the right to collaborate in the development of toripalimab and the other licensed compounds, including CHS-006, 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 licensing transaction and the exercise of the option were accounted for as asset acquisitions under the relevant accounting rules. The Company recognized research and development expense of $9.9 million in the second quarter of 2022 and $60.0 million in the six months ended June 30, 2022, inclusive of the $35.0 million option fee incurred in the first quarter. Research and development expense was $6.5 million and $158.2 million for the three and six months ended June 30, 2021, respectively; the first quarter of 2021 included $145.0 million for the upfront payment for the exclusive rights to toripalimab and the second quarter included a credit of $9.0 million for the discount for lack of marketability (“DLOM”), discussed below. Accrued and other current liabilities on the condensed consolidated balance sheet as of June 30, 2022 included $12.0 million related to the co-development, regulatory and technology transfer costs related to these programs. The Company 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 June 30, 2022, the Company did not have any outstanding milestone or royalty payment obligations to Junshi Biosciences. The additional milestone payments, option fee for the IL-2 cytokine and royalties are contingent upon future events and, therefore, will be recorded if and when it becomes probable that a milestone will be achieved, or when an option fee or royalties are incurred.

In connection with the Collaboration Agreement, the Company entered into a stock purchase agreement (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 $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 DLOM 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 condensed consolidated statement of operations for the three months ending June 30, 2021.

Innovent Biologics (Suzhou) Co., Ltd.

On January 13, 2020, the Company entered into a license agreement (the “License Agreement”) with Innovent for the development and commercialization of a biosimilar version of bevacizumab (Avastin) in any dosage form and presentations (“bevacizumab Licensed Product”) in the United States and Canada (the “Territory”). 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

(the “rituximab Licensed Product” and together with the bevacizumab Licensed Product, 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 was 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 accounted for the licensing transaction as an asset acquisition under the relevant accounting rules. During the three and six months ended June 30, 2022, the Company’s research and development expense related to bevacizumab Licensed Product development activities directly with Innovent was immaterial. During the three and six months ended June 30, 2021, the Company recognized research and development expense of $3.3 million and $6.6 million, respectively, related to bevacizumab Licensed Product development activities. As of June 30, 2022, the Company did not have any outstanding milestone or royalty payment obligations to Innovent.

On May 3, 2022, the Company provided notice of termination of the License Agreement to Innovent pursuant to Section 13.6 of the License Agreement. In connection therewith, the Company has discontinued development of the bevacizumab Licensed Product.

Bioeq

On November 4, 2019, the Company entered into a license agreement with Bioeq for the commercialization of CIMERLI, a biosimilar version of ranibizumab (Lucentis), in certain dosage forms in both a vial and pre-filled syringe presentation (the “Bioeq Licensed Products”). 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 for ten 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 incurred. As of June 30, 2022, the Company did not have any outstanding obligations for milestones or royalties to Bioeq. On August 2, 2022, the FDA approved the CHS-201 Section 351(k) BLA (see Note 12). With this regulatory approval, and subject to satisfaction of certain additional manufacturing and supply criteria prior to December 31, 2022, the Company will be required to pay Bioeq a milestone payment of €2.5 million.

Inventory

6 Months Ended

Jun. 30, 2022

Inventory

Inventory

4. Inventory

Inventory consisted of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Raw materials	$	7,685	$	4,870
Work in process		69,593		65,117
Finished goods		30,420		23,265
Total	$	107,698	$	93,252

The Company began capitalizing YUSIMRY inventory in the second quarter of 2022 and had $1.9 million of such inventory recognized on the balance sheet at June 30, 2022. Inventory expected to be sold more than twelve months from the balance sheet date is classified as inventory, non-current on the condensed consolidated balance sheets. As of June 30, 2022 and December 31, 2021, the non-current portion of inventory consisted of raw materials, work in process and a portion of finished goods. The following tables presents the inventory balance sheet classifications:


	June 30,		December 31,
(in thousands)	2022		2021
Inventory	$	31,744	$	37,642
Inventory, non-current		75,954		55,610
Total	$	107,698	$	93,252

Prepaid manufacturing of $7.2 million as of June 30, 2022 includes prepayments of $3.5 million to a contract manufacturing organization (“CMO”) for manufacturing services for UDENYCA, which the Company expects to be converted into inventory within the next twelve months; and prepayments of $3.7 million to various CMOs for research and development pipeline programs. Prepaid manufacturing of $13.7 million as of December 31, 2021 included prepayments of $8.3 million to a CMO for manufacturing services for UDENYCA; and prepayments of $5.4 million to various CMOs for 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, during the quarter ended March 31, 2021, the Company recognized $11.5 million within research and development expenses on its condensed consolidated statement of operations, which included an impairment charge of $3.2 million for the write-off of prepaid manufacturing services no longer deemed to have future benefits. No expense relating to the discontinuation of CHS-2020 was recognized in the second quarter of 2021.

Commitments and Contingencies - Schedule of Non-Cancelable Contractual Obligations (Details) $ in Thousands	Jun. 30, 2022 USD ($)
Commitments and Contingencies.
Remainder of 2022	$ 25,539
2023	16,327
2024	911
2025	911
2026	208
Total obligations	$ 43,896

Subsequent Events

6 Months Ended

Jun. 30, 2022

Subsequent Events

Subsequent Events

12. Subsequent Event

On August 2, 2022, the FDA approved CIMERLI (ranibizumab-eqrn) as a biosimilar product interchangeable with Lucentis (ranibizumab injection) for all five indications, with 12 months of interchangeability exclusivity. Commercial launch of CIMERLI, in both 0.3 mg and 0.5 mg dosage forms, is planned for early October 2022.

Revenue - Gross Revenues by Significant Customer as a Percentage of Total Gross Revenues (Details) - Net Product Revenue - Customer Concentration Risk	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
McKesson
Concentration Risk
Percentage of total gross revenue	36.00%	39.00%	37.00%	39.00%
AmeriSource-Bergen Corp
Concentration Risk
Percentage of total gross revenue	46.00%	38.00%	45.00%	38.00%
Cardinal
Concentration Risk
Percentage of total gross revenue	17.00%	22.00%	17.00%	21.00%

Debt Obligations - Convertible Senior Subordinated Notes due 2026 - Narrative (Details)	1 Months Ended	6 Months Ended
	Apr. 30, 2020 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares	Apr. 14, 2020 $ / shares
Debt Instrument
Closing stock, price per share \| $ / shares		$ 7.24	$ 14.815
1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Number of events in default		0
Contractual term		6 years
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026
Debt Instrument
Principal amount	$ 230,000,000.0
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
Debt instrument maturity date	Apr. 15, 2026
Convertible notes, premium percentage	30.00%
Convertible notes, covenant compliance		As of June 30, 2022, 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		$ 5,072,000
Effective interest rate		2.10%
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026 \| Scenario, Plan
Debt Instrument
Convertible notes, converted amount		$ 86,500,000

Revenue - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue
Net revenue	$ 60,151	$ 87,643	$ 120,266	$ 170,677

- 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
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-Name Accounting Standards Codification
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+ Details

Debt Obligations - 2027 Term Loan - Narrative (Details) $ in Thousands	1 Months Ended		3 Months Ended	6 Months Ended
	Mar. 31, 2022 USD ($)	Jan. 31, 2022 USD ($) item	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jan. 05, 2022 USD ($) tranche	Apr. 30, 2020 USD ($)	Feb. 29, 2016 USD ($)
Debt Instrument [Line Items]
Outstanding amount paid off				$ 81,750
Outstanding amount payoff				109,000
2027 Term Loans \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount					$ 300,000
Number of tranches \| tranche					4
Net carrying value				196,037
Stated interest rate		8.25%
Quarterly payments \| item		5
Loan agreement covenants, minimum trailing twelve month net sales for current quarter		$ 200,000
Loan agreement covenants, minimum trailing twelve month net sales for the quarter ended March 30, 2024		210,000
Loan agreement covenants, minimum trailing twelve-month net sales for the quarter ended June 30, 2024		230,000
Loan agreement covenants, minimum trailing twelve-month net sales for the quarter ended September 30, 2024		270,000
Loan agreement covenants, minimum trailing twelve-month net sales for the quarter ended December 31, 2024 and thereafter		$ 300,000
Mandatory prepayment term		10 days
Debt discounts and issuance costs		$ 6,800
Remaining unamortized debt discount and debt offering costs				$ 3,963
Effective interest rate				9.25%
2027 Term Loans \| BioPharma Credit Investments V GP LLC \| Three-month LIBOR
Debt Instrument [Line Items]
Spread on variable rate		1.00%
2027 Term Loans \| Additional facility amount \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount		$ 100,000
Tranche A Loan, funded January 5, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount					$ 100,000
Debt discounts and issuance costs		7,800
Tranche B Loan, funded no later than April 1, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount	$ 100,000		$ 100,000
Debt discounts and issuance costs			2,300
Convertible notes, Issuance Cost	$ 1,000		$ 1,000
Tranche C Loan, funded between April 1, 2022 and March 17, 2023 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount		50,000
Tranche D Loan, funded between April 1, 2022 and March 17, 2023 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount		50,000
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument [Line Items]
Principal amount						$ 230,000
Net carrying value				$ 224,928
Stated interest rate						1.50%
Remaining unamortized debt discount and debt offering costs				$ 5,072
Effective interest rate				2.10%
1.5% Convertible Senior Subordinated Notes due 2026 \| BioPharma Credit Investments V GP LLC \| Scenario, Plan \| Minimum
Debt Instrument [Line Items]
Principal amount		50,000
8.2% Convertible Notes due 2022 \| Convertible Notes
Debt Instrument [Line Items]
Principal amount		100,000					$ 100,000
Stated interest rate	8.20%		8.20%				8.20%
Outstanding amount payoff	$ 111,100	111,100
2025 Term Loan
Debt Instrument [Line Items]
Net carrying value				$ 0
2025 Term Loan \| Convertible Notes
Debt Instrument [Line Items]
Principal amount		75,000
Outstanding amount paid off		$ 81,900
Tranche A and B Loans \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Remaining unamortized debt discount and debt offering costs				$ 4,000
Remaining term				4 years 6 months

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (50,150)	$ (29,900)	$ (146,234)	$ (202,847)
Other comprehensive loss:
Unrealized gain on available-for-sale securities, net of tax		40	0	3
Foreign currency translation adjustments, net of tax	2		0
Comprehensive loss	$ (50,148)	$ (29,860)	$ (146,234)	$ (202,844)

- 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.

+ References + Details

- 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

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2022

Net Loss Per Share

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 per share due to their anti-dilutive effect:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2022	2021	2022	2021
Stock options, including shares subject to ESPP	22,195,040	19,099,431	22,133,745	19,072,986
Restricted stock units	2,420,078	1,820,247	2,449,703	1,820,247
Shares issuable upon conversion of 2022 Convertible Notes	—	4,473,871	2,175,142	4,473,871
Shares issuable upon conversion of 2026 Convertible Notes	11,942,152	11,942,152	11,942,152	11,942,152
Total	36,557,270	37,335,701	38,700,741	37,309,256

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2022

Employee And Nonemployee Stock Option Restricted Stock Units

Employee Service Share Based Compensation Allocation Of Recognized Period Costs

Schedule of Stock-Based Compensation Expense


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Cost of goods sold ⁽¹⁾	$	216	$	311	$	371	$	502
Research and development		4,576		4,084		9,534		10,516
Selling, general and administrative		9,058		7,200		16,824		17,461
Stock-based compensation expense	$	13,850	$	11,595	$	26,729	$	28,479

Capitalized stock-based compensation expense into inventory	$	301	$	228	$	614	$	417

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

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2022

Fair Value Measurements

Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:


	Fair Value Measurements
	June 30, 2022
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash and cash equivalents (money market funds)	$	275,484	$	—	$	—	$	275,484
Restricted cash (money market funds)		440		—		—		440
Total financial assets	$	275,924	$	—	$	—	$	275,924


	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

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue:
Net revenue	$ 60,151	$ 87,643	$ 120,266	$ 170,677
Costs and expenses:
Cost of goods sold	11,277	16,696	20,647	24,207
Research and development	41,611	54,766	124,528	258,258
Selling, general and administrative	51,276	40,345	100,029	79,736
Total costs and expenses	104,164	111,807	245,204	362,201
Loss from operations	(44,013)	(24,164)	(124,938)	(191,524)
Interest expense	(6,580)	(5,747)	(15,549)	(11,395)
Loss on debt extinguishment			(6,222)
Other income, net	443	11	475	72
Loss before income taxes	(50,150)	(29,900)	(146,234)	(202,847)
Net loss	$ (50,150)	$ (29,900)	$ (146,234)	$ (202,847)
Net loss per share:
Basic net loss per share	$ (0.65)	$ (0.40)	$ (1.89)	$ (2.73)
Diluted net loss per share	$ (0.65)	$ (0.40)	$ (1.89)	$ (2.73)
Weighted-average number of shares used in computing net loss per share:
Weighted-average number of shares used in computing basic net loss per share	77,554,717	75,559,697	77,405,040	74,203,858
Weighted-average number of shares used in computing diluted net loss per share	77,554,717	75,559,697	77,405,040	74,203,858

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Balance Sheet Components
Depreciation and amortization	$ 900	$ 900	$ 1,654	$ 1,726

Net Loss Per Share

6 Months Ended

Jun. 30, 2022

Net Loss Per Share

Net Loss Per Share

10. Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. 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.

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


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2022	2021	2022	2021
Stock options, including shares subject to ESPP	22,195,040	19,099,431	22,133,745	19,072,986
Restricted stock units	2,420,078	1,820,247	2,449,703	1,820,247
Shares issuable upon conversion of 2022 Convertible Notes	—	4,473,871	2,175,142	4,473,871
Shares issuable upon conversion of 2026 Convertible Notes	11,942,152	11,942,152	11,942,152	11,942,152
Total	36,557,270	37,335,701	38,700,741	37,309,256

Debt Obligations

6 Months Ended

Jun. 30, 2022

Debt Obligations

Debt Obligations

7. Debt Obligations

A summary of the Company’s debt obligations, including level within the fair value hierarchy (see Note 3), is as follows:


	At June 30, 2022
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	200,000	$	(3,963)	$	196,037	$	196,037	Level 2*
2026 Convertible Notes	$	230,000	$	(5,072)	$	224,928	$	151,211	Level 2

	At December 31, 2021
(in thousands)	Principal Amount		Unamortized Exit Fee, Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2026 Convertible Notes	$	230,000	$	(5,712)	$	224,288	$	271,860	Level 2
2022 Convertible Notes	$	109,000	$	(521)	$	108,479	$	108,361	Level 3
2025 Term Loan	$	75,000	$	513	$	75,513	$	75,513	Level 2*

*	The principal amount outstanding is subject to a variable interest rate, which is based on the three-month LIBOR plus a fixed percentage. Therefore, the Company believes the carrying amount of these obligations approximates fair value.

2027 Term Loans

The Company entered into a loan agreement (including as subsequently amended, the “Loan Agreement”) with BioPharma Credit, PLC, (as the “Collateral Agent”), BPCR Limited Partnership (as a “Lender”), and Biopharma Credit Investments V (Master) LP, acting by its general partner, BioPharma Credit Investments V GP LLC (as a “Lender”) that provides for a senior secured term loan facility of up to $300.0 million to be funded in four committed tranches: (i) a Tranche A Loan in an aggregate principal amount of $100.0 million (the “Tranche A Loan”) that was funded on January 5, 2022 (the “Tranche A Closing Date”); (ii) a Tranche B Loan in an aggregate principal amount of $100.0 million (the “Tranche B Loan”) that was funded on March 31, 2022; (iii) a Tranche C Loan in an aggregate principal amount of $50.0 million (the “Tranche C Loan”) to be funded at the Company’s option between April 1, 2022 and March 17, 2023, subject to certain conditions including the first FDA approval of a BLA for the Company’s product candidate toripalimab in the United States; and (iv) a Tranche D Loan in an aggregate principal amount of $50.0 million (the “Tranche D Loan” and, together with the Tranche A Loan, the Tranche B Loan, and the Tranche C Loan, the “2027 Term Loans”) to be funded at the Company’s option between April 1, 2022 and March 17, 2023, subject to certain conditions including the first FDA approval of a BLA for the Company’s product CIMERLI, a ranibizumab (Lucentis) biosimilar, in the United States, which was obtained on August 2, 2022. The Company has the right to request an uncommitted additional facility amount of up to $100.0 million that is 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 the Company’s 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 1.0%; the interest rate for the second quarter of 2022 was 9.25%. 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 on March 31, June 30, September 30 and December 31 of each year. Repayment of outstanding principal of the 2027 Term Loans will be made in five equal quarterly payments of principal commencing March 31, 2026.

The Company adopted the prospective method to account for future cash payments. Under the prospective method, 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.

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 the Company’s 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 Company’s $75.0 million aggregate principal credit agreement with affiliates of Healthcare Royalty Partners (the “2025 Term Loan”), as well as all associated costs and expenses pursuant to which a payoff amount of $81.9 million was outstanding; in March 2022, proceeds of the Tranche B Loan were drawn in connection with the full repayment of all amounts outstanding under the Company’s $100.0 million aggregate principal amount 8.2% Convertible Senior Notes (the “2022 Convertible Notes”), as well as all associated costs and expenses pursuant to which a payoff amount of $111.1 million was outstanding.

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 $200.0 million for the quarter ending March 31, 2022, increases to $210.0 million for the quarter ended March 31, 2024, increases to $230.0 million for the quarter ending June 30, 2024, increases to $270.0 million for the quarter ending September 30, 2024, and increases to $300.0 million for the quarter ended December 31, 2024 and thereafter. Further, the Loan Agreement includes certain other affirmative covenants and negative covenants, including, covenants and restrictions that among other things, restrict the Company’s 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, the Company’s failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events or its breach of the covenants under the Loan Agreement. Upon the occurrence of an event of default, the Lenders may, among other things, accelerate the Company’s obligations under the Loan Agreement. A change of control of the Company triggers a mandatory prepayment of the 2027 Term Loans within ten business days.

As of June 30, 2022, the Company was in full compliance with these covenants and there were no events of default under the 2027 Term Loans.

In connection with the closing of Tranche A, the Company incurred $7.8 million in debt discounts and issuance costs of which $6.8 million related to all the tranches of the 2027 Term Loans and was thus allocated pro rata between the funded and unfunded tranches. The debt discount and issuance costs allocated to Tranche A have been presented as a deduction to the 2027 Term Loan balance and are amortized into interest expense using the effective interest method. The $2.3 million allocated to Tranche B was fully amortized over the commitment period and recognized as interest expense in the first quarter of 2022. Until the unfunded Tranche C and Tranche D have been drawn, the associated debt discounts and issuance costs have been deferred as assets and amortized into interest expense using the straight-line method over the commitment period of the respective tranches. At the closing date of Tranche B on March 31, 2022, the Company incurred an additional $1.0 million in debt issuance costs which is presented as a deduction to the 2027 Term Loan balance. As of June 30, 2022, the remaining unamortized debt discount and debt offering costs related to Tranches A and B of $4.0 million will be amortized using the effective interest rate over the remaining term of 4.5 years.

The following table presents the components of interest expense related to the 2027 Term Loans:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
(in thousands)	2022		2022
Stated coupon interest	$	4,702	$	6,912
Amortization of debt discount and debt issuance costs		659		3,500
Total interest expense	$	5,361	$	10,412

Future payments on the 2027 Term Loans as of June 30, 2022 are as follows:


Year ending December 31, (in thousands)
Remainder of 2022 - interest only	$	9,456
2023 - interest only		18,757
2024 - interest only		18,808
2025 - interest only		18,757
2026 and thereafter		213,145
Total minimum payments		278,923
Less amount representing interest		(78,923)
2027 Term Loans, gross		200,000
Less unamortized debt discount and debt issuance costs, net		(3,963)
Net carrying amount of 2027 Term Loans	$	196,037

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 June 30, 2022, 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 condensed consolidated balance sheets.

Capped Call Transactions

In connection with the pricing of the 2026 Convertible Notes, the Company 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; thus, they are recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets. The capped calls will not be subsequently re-measured as long as the conditions for equity classification continue to be met.

If the 2026 Convertible Notes were converted on June 30, 2022, the holders of the 2026 Convertible Notes would have received common shares with an aggregate value of $86.5 million based on the Company’s closing stock price of $7.24.

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 condensed consolidated balance sheets. 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 remaining unamortized debt discount and debt offering costs related to the Company’s 2026 Convertible Notes of $5.1 million as of June 30, 2022, will be amortized using the effective interest rate over the remaining term of the 2026 Convertible Notes. The annual effective interest rate is 2.1% for the 2026 Convertible Notes.

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Stated coupon interest	$	862	$	862	$	1,725	$	1,725
Amortization of debt discount and debt issuance costs		321		314		640		626
Total interest expense	$	1,183	$	1,176	$	2,365	$	2,351

Future payments on the 2026 Convertible Notes as of June 30, 2022 are as follows:


Year ending December 31, (in thousands)
Remainder of 2022 - interest only	$	1,725
2023 - interest only		3,450
2024 - interest only		3,450
2025 - interest only		3,450
2026 and thereafter		231,725
Total minimum payments		243,800
Less amount representing interest		(13,800)
2026 Convertible Notes, principal amount		230,000
Less debt discount and debt issuance costs on 2026 Convertible Notes		(5,072)
Net carrying amount of 2026 Convertible Notes	$	224,928

8.2% Convertible Notes due 2022

On February 29, 2016, the Company issued and sold $100.0 million aggregate principal amount of its 8.2% Convertible Senior Notes. The 2022 Convertible Notes constituted general, senior unsubordinated obligations of the Company and were guaranteed by certain subsidiaries of the Company. The 2022 Convertible Notes bore 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 matured on March 31, 2022. The 2022 Convertible Notes also had a premium of 9% of its principal amount, payable when the 2022 Convertible Notes matured or were repurchased or redeemed by the Company.

In March 2022, the Company fully repaid, and as a result has no continuing obligations associated with, the 2022 Convertible Notes. The payoff amount of $111.1 million included the repayment of the entire outstanding principal amount, the 9% premium of the outstanding principal amount and accrued and unpaid interest.

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Stated coupon interest	$	—	$	2,050	$	2,050	$	4,100
Amortization of debt discount and debt issuance costs		—		485		521		960
Total interest expense	$	—	$	2,535	$	2,571	$	5,060

2025 Term Loan

On January 7, 2019, the Company entered into a credit agreement with affiliates of Healthcare Royalty Partners. The 2025 Term Loan consisted of a six-year term loan facility for an aggregate principal amount of $75.0 million (the “Borrowings”). Starting January 1, 2020, the Borrowings under the 2025 Term Loan bore interest at 6.75% per annum plus three-month LIBOR. Interest was payable quarterly in arrears.

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. In January 2022, pursuant to the Company entering into the 2027 Term Loans, the Company voluntarily prepaid all amounts outstanding under the 2025 Term Loan. The payoff amount of $81.9 million included principal repayment in full, accrued interest, a 5.0% prepayment premium fee of the Borrowings principal amount, and an exit fee of 4.0% of the Borrowings principal amount. The prepayment premium fee and unamortized exit fee, debt discount and debt issuance costs, net from the payoff of the 2025 Term

Loan totaled $6.2 million and was recorded in loss on debt extinguishment in the condensed consolidated statement of operations for the six months ended June 30, 2022. As of June 30, 2022, the Company had no continuing obligations associated with the 2025 Term Loan.

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


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Stated coupon interest	$	—	$	1,754	$	154	$	3,488
Amortization of debt discount and debt issuance costs		—		263		16		478
Total interest expense	$	—	$	2,017	$	170	$	3,966

- 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
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-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
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-Paragraph 1I
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-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

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 275,484	$ 417,195
Trade receivables, net	115,711	123,022
Inventory	31,744	37,642
Prepaid manufacturing	7,176	13,666
Other prepaid and other assets	16,669	10,798
Total current assets	446,784	602,323
Property and equipment, net	9,553	7,813
Inventory, non-current	75,954	55,610
Goodwill and intangible assets	3,563	3,563
Other assets, non-current	10,149	10,025
Total assets	546,003	679,334
Current liabilities:
Accounts payable	17,486	16,159
Accrued rebates, fees and reserves	64,547	79,027
Accrued compensation	16,928	22,014
Accrued and other current liabilities	41,793	48,127
Total current liabilities	140,754	165,327
Term loans	196,037	75,513
2026 Convertible Notes	224,928	332,767
Lease liabilities, non-current	6,811	7,251
Other liabilities, non-current	102	750
Total liabilities	568,632	581,608
Commitments and contingencies (Note 8)
Stockholders' equity (deficit):
Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 77,702,749 and 76,930,096 at June 30, 2022 and December 31, 2021, respectively)	7	7
Additional paid-in capital	1,173,722	1,147,843
Accumulated other comprehensive loss	(270)	(270)
Accumulated deficit	(1,196,088)	(1,049,854)
Total stockholders' equity (deficit)	(22,629)	97,726
Total liabilities and stockholders' equity (deficit)	$ 546,003	$ 679,334

Debt Obligations - 2026 Convertible Notes Interest Expense Components (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Debt Instrument
Amortization of debt discount and debt issuance costs			$ 4,677	$ 2,064
1.5% Convertible Senior Subordinated Notes due 2026 \| Convertible Notes
Debt Instrument
Stated coupon interest	$ 862	$ 862	1,725	1,725
Amortization of debt discount and debt issuance costs	321	314	640	626
Total Interest expense	$ 1,183	$ 1,176	$ 2,365	$ 2,351

Debt Obligations - 2025 Term Loan - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended	6 Months Ended
	Jan. 07, 2019	Jan. 31, 2022	Jun. 30, 2022
Debt Instrument
Outstanding amount paid off			$ 81,750
Loss on debt extinguishment			$ (6,222)
Lender \| 2025 Term Loan
Debt Instrument
Total term of the loan	6 years
Principal amount	$ 75,000
Outstanding amount paid off		$ 81,900
Stated interest rate	6.75%
Prepayment premium percentage		5.00%
Percentage required to pay an additional exit fee on principal amount		4.00%
Loss on debt extinguishment		$ (6,200)

Collaborations and Other Arrangements (Details) $ / shares in Units, $ in Thousands, € in Millions					1 Months Ended	3 Months Ended					6 Months Ended		12 Months Ended
	Apr. 16, 2021 USD ($) $ / shares shares	Feb. 01, 2021 USD ($) item	Jan. 13, 2020 USD ($)	Nov. 04, 2019 EUR (€)	Mar. 31, 2022 USD ($)	Jun. 30, 2022 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 30, 2022 USD ($) $ / shares	Jun. 30, 2021 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2019 EUR (€)	Aug. 02, 2022 EUR (€)	Dec. 31, 2021 USD ($) $ / shares	Apr. 14, 2020 $ / shares
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Research and development						$ 41,611		$ 54,766			$ 124,528	$ 258,258
Accounts payable						17,486					17,486					$ 16,159
Accrued and other current liabilities						$ 41,793					$ 41,793					$ 48,127
License Agreement Fee					$ 35,000
Common Stock Par Or Stated Value Per Share \| $ / shares						$ 0.0001					$ 0.0001					$ 0.0001
Share Price \| $ / shares						$ 7.24					$ 7.24						$ 14.815
Bioeq IP AG
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Initial term of agreement				10 years
Percentage of gross profits shared				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.
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Research and development								3,300				6,600
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
Collaboration Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
License Agreement Fee		$ 35,000
Collaboration Agreement \| Anti-TIGIT Antibody and IL-2 cytokine
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement , Maximum Payments On Attainment Of Certain Sales Thresholds For Each Option Program					$ 170,000		$ 170,000
Collaboration Agreement \| Research and Development Expense \| Anti-TIGIT Antibody and IL-2 cytokine
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid							$ 35,000
Junshi Biosciences
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum paid amount for co-development activities (per licensed compound)		$ 25,000
Collaboration Agreement, upfront amount paid										$ 5,000
Research and development						$ 9,900		6,500			$ 60,000	158,200
Undisclosed preclinical \| item		2
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		$ 85,000
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				$ 9,000
Junshi Biosciences \| Accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Co-development, regulatory and technology transfer costs						$ 12,000					$ 12,000
Junshi Biosciences \| Toripalimab
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid		$ 150,000
Collaboration agreement, royalty on net sales, percentage		20.00%
Collaboration agreement, threshold royalty payments		$ 380,000
Junshi Biosciences \| Research and Development Expense \| Toripalimab
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid								$ 9,000	$ 145,000
Scenario, Plan \| Bioeq IP AG
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, Maximum Payments For Co-development Activities \| €															€ 2.5

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2021
Fair Value Measurements
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0.0	$ 0.0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0.0	0.0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0.0	0.0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0.0	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net	0.0	0.0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net	$ 0.0	$ 0.0

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	Total
Beginning Balances at Dec. 31, 2020	$ 7	$ 1,043,991	$ (270)	$ (762,754)	$ 280,974
Beginning Balances (in shares) at Dec. 31, 2020	72,513,348
Net loss				(172,947)	(172,947)
Issuance of common stock upon exercise of stock options		4,429			4,429
Issuance of common stock upon exercise of stock options (in shares)	451,883
Issuance of common stock upon vesting of RSUs (in shares)	252,846
Stock-based compensation expense		16,982			16,982
Taxes paid related to net share settlement of RSUs		(1,730)			(1,730)
Taxes paid related to net share settlement of RSUs (in shares)	(95,169)
Other comprehensive gain, net of tax			(37)		(37)
Ending Balances at Mar. 31, 2021	$ 7	1,063,672	(307)	(935,701)	127,671
Ending Balances (in shares) at Mar. 31, 2021	73,122,908
Beginning Balances at Dec. 31, 2020	$ 7	1,043,991	(270)	(762,754)	280,974
Beginning Balances (in shares) at Dec. 31, 2020	72,513,348
Net loss					(202,847)
Ending Balances at Jun. 30, 2021	$ 7	1,122,081	(267)	(965,601)	156,220
Ending Balances (in shares) at Jun. 30, 2021	76,464,700
Beginning Balances at Mar. 31, 2021	$ 7	1,063,672	(307)	(935,701)	127,671
Beginning Balances (in shares) at Mar. 31, 2021	73,122,908
Net loss				(29,900)	(29,900)
Issuance of common stock upon exercise of stock options		4,009			4,009
Issuance of common stock upon exercise of stock options (in shares)	686,145
Issuance of common stock upon vesting of RSUs (in shares)	9,334
Stock-based compensation expense		11,512			11,512
Issuance of common stock to Shanghai Junshi Biosciences Ltd. ("Junshi Biosciences"), net of issuance costs		40,903			40,903
Issuance of common stock to Shanghai Junshi Biosciences Ltd. ("Junshi Biosciences"), net of issuance costs (in shares)	2,491,988
Issuance of common stock under the ESPP		1,985			1,985
Issuance of common stock under the ESPP (in shares)	154,325
Other comprehensive gain, net of tax			40		40
Ending Balances at Jun. 30, 2021	$ 7	1,122,081	(267)	(965,601)	156,220
Ending Balances (in shares) at Jun. 30, 2021	76,464,700
Beginning Balances at Dec. 31, 2021	$ 7	1,147,843	(270)	(1,049,854)	$ 97,726
Beginning Balances (in shares) at Dec. 31, 2021	76,930,096				76,930,096
Net loss				(96,084)	$ (96,084)
Issuance of common stock upon exercise of stock options		544			544
Issuance of common stock upon exercise of stock options (in shares)	102,632
Issuance of common stock upon vesting of RSUs (in shares)	491,087
Stock-based compensation expense		13,037			13,037
Taxes paid related to net share settlement of RSUs		(2,658)			(2,658)
Taxes paid related to net share settlement of RSUs (in shares)	(185,644)
Other comprehensive gain, net of tax			(2)		(2)
Ending Balances at Mar. 31, 2022	$ 7	1,158,766	(272)	(1,145,938)	12,563
Ending Balances (in shares) at Mar. 31, 2022	77,338,171
Beginning Balances at Dec. 31, 2021	$ 7	1,147,843	(270)	(1,049,854)	$ 97,726
Beginning Balances (in shares) at Dec. 31, 2021	76,930,096				76,930,096
Net loss					$ (146,234)
Cumulative translation adjustment					0
Ending Balances at Jun. 30, 2022	$ 7	1,173,722	(270)	(1,196,088)	$ (22,629)
Ending Balances (in shares) at Jun. 30, 2022	77,702,749				77,702,749
Beginning Balances at Mar. 31, 2022	$ 7	1,158,766	(272)	(1,145,938)	$ 12,563
Beginning Balances (in shares) at Mar. 31, 2022	77,338,171
Net loss				(50,150)	(50,150)
Issuance of common stock upon exercise of stock options		8			8
Issuance of common stock upon exercise of stock options (in shares)	4,499
Issuance of common stock upon vesting of RSUs (in shares)	173,867
Stock-based compensation expense		13,935			13,935
Issuance of common stock under the ESPP		1,655			1,655
Issuance of common stock under the ESPP (in shares)	244,983
Taxes paid related to net share settlement of RSUs		(642)			(642)
Taxes paid related to net share settlement of RSUs (in shares)	(58,771)
Other comprehensive gain, net of tax			2		2
Cumulative translation adjustment					2
Ending Balances at Jun. 30, 2022	$ 7	$ 1,173,722	$ (270)	$ (1,196,088)	$ (22,629)
Ending Balances (in shares) at Jun. 30, 2022	77,702,749				77,702,749

Stock-Based Compensation (Details) - Employee And Nonemployee Stock Option And Restricted Stock Units [Member] - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	$ 13,850	$ 11,595	$ 26,729	$ 28,479
Capitalized stock-based compensation expense into inventory	301	228	614	417
Cost of Goods Sold
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	216	311	371	502
Research and Development Expense
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	4,576	4,084	9,534	10,516
Selling, General and Administrative Expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	$ 9,058	$ 7,200	$ 16,824	$ 17,461

Related Party Transactions (Details) - Consulting Agreement With Lanfear Advisors - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Jun. 30, 2021	Mar. 31, 2021
Related Party Transaction
Number of options, granted	65,000
Exercise price	$ 17.60
Stock-based compensation expense			$ 0.8
Consulting expense		$ 0.0	$ 0.2

Balance Sheet Components

6 Months Ended

Jun. 30, 2022

Balance Sheet Components

Balance Sheet Components

5. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consists of the following:


	June 30,		December 31,
(in thousands)	2022		2021
Machinery and equipment	$	12,564	$	11,876
Computer equipment and software		3,052		3,033
Furniture and fixtures		1,161		1,129
Leasehold improvements		6,145		5,942
Finance lease right of use assets		4,223		2,294
Construction in progress		788		388
Total property and equipment		27,933		24,662
Accumulated depreciation and amortization		(18,380)		(16,849)
Property and equipment, net	$	9,553	$	7,813

Depreciation and amortization expense was $0.9 million and $1.7 million for the three and six months ended June 30, 2022, respectively, and $0.9 million and $1.7 million for the three and six months ended June 30, 2021, respectively.

Accrued and Other Current Liabilities

Accrued and other current liabilities are summarized as follows:


	June 30,		December 31,
(in thousands)	2022		2021
Accrued manufacturing and clinical	$	14,781	$	30,541
Accrued co-development costs for toripalimab		12,025		1,926
Lease liabilities, current		3,988		3,492
Accrued other		10,999		12,168
Total Accrued and other current liabilities	$	41,793	$	48,127

Commitments and Contingencies

6 Months Ended

Jun. 30, 2022

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 June 30, 2022, the Company’s contractual obligations under the terms of the agreements are as follows:


Years ending December 31, (in thousands)
Remainder of 2022	$	25,539
2023		16,327
2024		911
2025		911
2026		208
Total obligations	$	43,896

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 generally 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 assesses 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 and Other Claims

The Company is a party to various legal proceedings and other claims that arise in the ordinary, routine course of business and that have not been fully resolved. The most significant of these are described below. The outcome of such legal proceedings and other claims is inherently uncertain. Accruals are recognized for such legal proceedings and other

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 it is 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 accruals related to such matters on the condensed consolidated balance sheets as of June 30, 2022 and December 31, 2021, respectively.

In late April of 2022, the Company received a demand letter from Zinc Health Services, LLC (“Zinc”) asserting Zinc was entitled to approximately $14 million from the Company for claims related to certain sales of UDENYCA from October 2020 through December 2021. The Company is continuing to evaluate the claims in the letter. No legal proceeding has been filed in connection with the claims in the letter and based on currently available information the final resolution of the matter is uncertain. The Company intends to defend any legal proceeding that may be filed. The Company is unable to reasonably estimate the amount or range of loss that may be incurred, if any, in connection with this matter. At this time, the Company has not made an accrual in connection with this matter.

Other than the matter in connection with the demand letter described in this Note 8, there are no material pending legal proceedings or other claims, 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.

Stock-Based Compensation

6 Months Ended

Jun. 30, 2022

Stock-Based Compensation

Stock-Based Compensation

9. Stock-Based Compensation

The following table summarizes the classification of stock-based compensation expense in the Company’s condensed consolidated statements of operations related to options and restricted stock units granted to employees and nonemployees:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(in thousands)	2022		2021		2022		2021
Cost of goods sold ⁽¹⁾	$	216	$	311	$	371	$	502
Research and development		4,576		4,084		9,534		10,516
Selling, general and administrative		9,058		7,200		16,824		17,461
Stock-based compensation expense	$	13,850	$	11,595	$	26,729	$	28,479

Capitalized stock-based compensation expense into inventory	$	301	$	228	$	614	$	417

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

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	77,702,749	76,930,096
Common stock, shares outstanding	77,702,749	76,930,096

Inventory - Additional Information (Details) - USD ($)	3 Months Ended			6 Months Ended
Inventory - Additional Information (Details) - USD ($)	Jun. 30, 2022	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2022	Jun. 30, 2021	Dec. 31, 2021
Inventory [Line Items]
Prepayment made for manufacturing services	$ 7,176,000			$ 7,176,000		$ 13,666,000
Other assets, non-current	10,149,000			10,149,000		10,025,000
Inventory	31,744,000			31,744,000		37,642,000
Impairment charge within research and development expenses		$ 0	$ 3,200,000		$ 3,210,000
Research and development	41,611,000	$ 54,766,000		124,528,000	$ 258,258,000
Prepayments made to a CMO for manufacturing services for UDENYCA	3,500,000			3,500,000		8,300,000
Prepayments made to a CMO For Other Research And Development Pipeline Program	3,700,000			3,700,000		$ 5,400,000
Yusimry Product [Member]
Inventory [Line Items]
Inventory	$ 1,900,000			$ 1,900,000
CHS-2020
Inventory [Line Items]
Research and development			$ 11,500,000

Organization and Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2022

Organization and Summary of Significant Accounting Policies

Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash



(in thousands)	At January 1,
At beginning of period:	2022		2021
Cash and cash equivalents	$	417,195	$	541,158
Restricted cash		440		440
Total cash, cash equivalents and restricted cash	$	417,635	$	541,598

	At June 30,
At end of period:	2022		2021
Cash and cash equivalents	$	275,484	$	329,738
Restricted cash		440		440
Total cash, cash equivalents and restricted cash	$	275,924	$	330,178

Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Inventory
Raw materials	$ 7,685	$ 4,870
Work in process	69,593	65,117
Finished goods	30,420	23,265
Total	$ 107,698	$ 93,252