0001558370-24-007641 | 10-Q | XBRL Viewer

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Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	113,496,854	112,215,260
Common stock, shares outstanding	113,496,854	112,215,260

Collaborations and Other Arrangements	3 Months Ended
Mar. 31, 2024
Collaborations and Other Arrangements
Collaborations and Other Arrangements	7. Collaborations and Other Arrangements In-Licensing Agreements 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 LOQTORZI, 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 LOQTORZI 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 LOQTORZI in the United States and Canada. The Company will be obligated to pay Junshi Biosciences a 20% royalty on net sales of LOQTORZI 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. Subsequent joint development consistent with the Collaboration Agreement commenced. On January 10, 2024, the Company announced that it had delivered a notice of termination of the TIGIT program CHS-006 described in the Collaboration Agreement (the “TIGIT Program”) to Junshi Biosciences. The Company plans to continue to wind down work with Junshi Biosciences on the TIGIT Program pursuant to the termination. 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 and 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 LOQTORZI and the other licensed compounds, and will pay for a portion of these co-development activities up to a maximum of $25.0 million per licensed compound per year. Additionally, the Company is responsible for certain associated regulatory and technology transfer costs for LOQTORZI and other licensed compounds and will reimburse Junshi Biosciences for such costs. In March 2024, the Company entered into an Amendment No. 2 to the Collaboration Agreement (the “2^nd Amendment”) with Junshi Biosciences to revise the timing of the $25.0 million milestone payment to Junshi Biosciences that became due in connection with the approval by the FDA of toripalimab for the treatment of patients with NPC in the first quarter of 2024. Both parties agreed to split the $25.0 million milestone payment into two equal installments of $12.5 million each, one that was paid in the second quarter of 2024 and one due in the first quarter of 2025. The licensing transaction and the exercise of the option were accounted for as asset acquisitions under the relevant accounting rules. During the three months ended March 31, 2024, the Company recognized a reduction in research and development expenses for the release of certain liabilities of $4.8 million pursuant to the 2^nd Amendment with Junshi Biosciences. Research and development expenses recognized for obligations to Junshi Biosciences were $2.1 million for the three months ended March 31, 2023. In the condensed consolidated balance sheets as of March 31, 2024, the Company has classified $25.0 million in accrued and other current liabilities related to milestone payments and $0.4 million in accounts payable related to the co-development, regulatory and technology transfer costs related to these programs. The accrued royalty obligation to Junshi Biosciences was immaterial as of March 31, 2024 and December 31, 2023. 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. Bioeq On November 4, 2019, the Company entered into a license agreement with Bioeq AG (“Bioeq”) (the “Bioeq License Agreement”) 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 the Bioeq License 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. Royalties due to Bioeq were $32.7 million and $38.4 million as of March 31, 2024 and December 31, 2023, respectively. On January 19, 2024 the Company entered into the Purchase Agreement with Sandoz Inc. Pursuant to the Purchase Agreement, on March 1, 2024, the Company completed the divestiture of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology, for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets. Refer to Note 6. Acquisition and Disposition for additional information. Upon closing of the Sale Transaction, the Bioeq License Agreement was assumed by Sandoz. Refer to the Company’s Annual Report on 2023 Form 10-K filed March 15, 2024 for additional information related to the Bioeq License Agreement. Adimab Development and Option Agreement In October 2018, Surface and Adimab LLC (“Adimab”), entered into an amended and restated development and option agreement, (as amended by the amendments dated as of December 16, 2020, June 1, 2022 and July 18, 2022, “the A&R Adimab Agreement”), which amended and restated the development and option agreement with Adimab dated July 2014, as amended, (“the Original Adimab Agreement”), for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. Under the A&R Adimab Agreement, the Company will select biological targets against which Adimab will use its proprietary platform technology to research and develop antibody proteins using a mutually agreed upon research plan. Adimab granted the Company an exclusive option to obtain a non-exclusive, worldwide, fully paid-up, sublicensable license under Adimab’s platform patents and other Adimab technology solely to research up to ten antibodies, chosen by the Company against a specific biological target for a specified period of time (the “Research Option”). In addition, Adimab granted the Company an exclusive option to obtain a worldwide, royalty-bearing, sublicensable license under Adimab platform patents and other Adimab technology to exploit, including commercially, 20 or more antibodies against specific biological targets (the “Commercialization Option”). Upon the exercise of a Commercialization Option, and payment of the applicable option fee to Adimab, Adimab will assign the Company the patents that cover the antibodies selected by such Commercialization Option. The Company will be required to use commercially reasonable efforts to develop, seek market approval of, and commercialize at least one antibody against the target covered by the Commercialization Option in specified markets upon the exercise of a Commercialization Option. Under the A&R Adimab Agreement, the Company is obligated to make milestone payments and to pay specified fees upon the exercise of the Research Option or Commercialization Option. During the discovery term, the Company may be obligated to pay Adimab up to $0.3 million for technical milestones achieved against each biological target. Upon exercise of a Research Option, the Company is obligated to pay a nominal research maintenance fee on each of the next four anniversaries of the exercise. Upon the exercise of each Commercialization Option, the Company will be required to pay an option exercise fee of a low seven-digit dollar amount, and the Company may be responsible for milestone payments of up to an aggregate of $13.0 million for each licensed product that receives marketing approval. For any licensed product that is commercialized, the Company is obligated to pay Adimab tiered royalties of a low to mid single-digit percentage on worldwide net sales of such product. The Company may also partially exercise a Commercialization Option with respect to ten antibodies against a biological target by paying 65% of the option fee and later either (i) paying the balance and choosing additional antibodies for commercialization, up to the maximum number under the Commercialization Option, or (ii) foregoing the Commercialization Option entirely. For any Adimab diagnostic product that is used with or in connection with any compound or product other than a licensed antibody or licensed product, the Company is obligated to pay Adimab up to a low seven digits in regulatory milestone payments and low single-digit royalties on net sales. Out-Licensing Agreements Acquired as part of the Surface Acquisition On September 8, 2023, at the closing of the Surface Acquisition, all the assets, liabilities, rights and obligations of Surface were assumed by the Company’s direct, wholly-owned subsidiary, Surface Oncology, LLC. See further details in Note 6. Acquisition and Disposition. Vaccinex License Agreement On March 23, 2021, Surface and Vaccinex, Inc. (“Vaccinex”) entered into an exclusive product license agreement (the ”Vaccinex License Agreement”) which provides the Company a worldwide, exclusive, sublicensable license to make, have made, use, sell, offer to sell, have sold, import, and otherwise exploit licensed products that incorporate certain Vaccinex intellectual property which covers certain antibodies (each, a “Vaccinex Licensed Products”), including the antibody CHS-114 targeting CCR8. Under the Vaccinex License Agreement, the Company is obligated to use commercially reasonable efforts to develop, clinically test, achieve regulatory approval, manufacture, market and commercialize at least one Vaccinex Licensed Product. The Company is responsible for all costs and expenses of such development, manufacturing and commercialization. Vaccinex is eligible to receive up to an aggregate of $3.5 million based on achievement of certain clinical milestones, up to an aggregate of $11.5 million based on achievement of certain regulatory milestones per Vaccinex Licensed Product, and low single digit royalties on global net sales of any approved licensed products. The Company may terminate the Vaccinex License Agreement for convenience upon the notice period specified in the Vaccinex License Agreement. Either party may terminate the agreement for an uncured material breach by the other party. Vaccinex may terminate the Vaccinex License Agreement if we default on any payments owed to Vaccinex under the agreement, if the Company is in material breach of, and fails to cure, its development obligations, or institute certain actions related to the licensed patents. In the event of termination, all rights in the licensed intellectual property would revert to Vaccinex. Novartis Institutes In January 2016, Surface entered into the collaboration agreement between Surface and Novartis Institutes dated January 9, 2016 which was subsequently amended in May 2016, July 2017, September 2017, and October 2018 (as amended, the “Novartis Agreement”). Pursuant to the Novartis Agreement, Surface granted Novartis Institutes a worldwide exclusive license to research, develop, manufacture and commercialize antibodies that target cluster of differentiation 73 (“CD73”). Under the Novartis Agreement, the Company was entitled to potential development milestones of $325.0 million and sales milestones of $200.0 million, as well as tiered royalties on annual net sales by Novartis Institutes ranging from high single-digit to mid-teens percentages upon the successful commercialization of NZV930. Novartis Institutes has terminated the exclusive license of NZV930 with an effective date of October 2, 2024. The Company did not recognize any revenue relating to the Novartis Agreement during the three months ended March 31, 2024. GSK Agreement In December 2020, Surface entered into the GSK Agreement. Pursuant to the GSK Agreement, Surface granted GSK a worldwide exclusive, sublicensable license to develop, manufacture and commercialize antibodies that target CD112R, also known as PVRIG, including the antibody GSK4381562 (the “Licensed Antibodies”). GSK is responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee was formed to facilitate information sharing. GSK is responsible for all costs and expenses of such development, manufacturing and commercialization and is obligated to provide the Company with updates on its development, manufacturing and commercialization activities through the joint development committee. In March 2022, Surface earned a $30.0 million milestone payment from GSK upon the dosing of the first patient in the Phase 1 trial of GSK4381562. The Company is eligible to receive up to $60.0 million in additional clinical milestones and $155.0 million in regulatory milestones. In addition, the Company may receive up to $485.0 million in sales milestone payments. The Company is also eligible to receive royalties on global net sales of any approved products based on the Licensed Antibodies, ranging in percentages from high single digits to mid-teens. Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the GSK Agreement. The Company did not recognize license-related revenue under the GSK Agreement during the three months ended March 31, 2024. Unless terminated earlier, the GSK Agreement expires on a licensed product-by-licensed product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim or regulatory exclusivity covering such licensed product in such country. Either party may terminate the GSK Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. GSK may terminate the GSK Agreement for its convenience. The Company may terminate the GSK Agreement if GSK institutes certain actions related to the licensed patents or if GSK ceases development activities, other than for certain specified technical or safety reasons. In the event of termination, the Company would regain worldwide rights to the terminated program.

Collaborations and Other Arrangements

3 Months Ended

Mar. 31, 2024

Collaborations and Other Arrangements

Collaborations and Other Arrangements

7. Collaborations and Other Arrangements

In-Licensing Agreements

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 LOQTORZI, 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 LOQTORZI 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 LOQTORZI in the United States and Canada. The Company will be obligated to pay Junshi Biosciences a 20% royalty on net sales of LOQTORZI 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. Subsequent joint development consistent with the Collaboration Agreement commenced. On January 10, 2024, the Company announced that it had delivered a notice of termination of the TIGIT program CHS-006 described in the Collaboration Agreement (the “TIGIT Program”) to Junshi Biosciences. The Company plans to continue to wind down work with Junshi Biosciences on the TIGIT Program pursuant to the termination. 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 and 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 LOQTORZI and the other licensed compounds, and will pay for a portion of these co-development activities up to a maximum of $25.0 million per licensed compound per year. Additionally, the Company is responsible for certain associated regulatory and technology transfer costs for LOQTORZI and other licensed compounds and will reimburse Junshi Biosciences for such costs.

In March 2024, the Company entered into an Amendment No. 2 to the Collaboration Agreement (the “2^nd Amendment”) with Junshi Biosciences to revise the timing of the $25.0 million milestone payment to Junshi Biosciences that became due in connection with the approval by the FDA of toripalimab for the treatment of patients with NPC in the first quarter of 2024. Both parties agreed to split the $25.0 million milestone payment into two equal installments of $12.5 million each, one that was paid in the second quarter of 2024 and one due in the first quarter of 2025.

The licensing transaction and the exercise of the option were accounted for as asset acquisitions under the relevant accounting rules. During the three months ended March 31, 2024, the Company recognized a reduction in research and development expenses for the release of certain liabilities of $4.8 million pursuant to the 2^nd Amendment with Junshi Biosciences. Research and development expenses recognized for obligations to Junshi Biosciences were $2.1 million for the three months ended March 31, 2023. In the condensed consolidated balance sheets as of March 31, 2024, the Company has classified $25.0 million in accrued and other current liabilities related to milestone payments and $0.4 million in accounts payable related to the co-development, regulatory and technology transfer costs related to these programs.

The accrued royalty obligation to Junshi Biosciences was immaterial as of March 31, 2024 and December 31, 2023. 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.

Bioeq

On November 4, 2019, the Company entered into a license agreement with Bioeq AG (“Bioeq”) (the “Bioeq License Agreement”) 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 the Bioeq License 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.

Royalties due to Bioeq were $32.7 million and $38.4 million as of March 31, 2024 and December 31, 2023, respectively.

On January 19, 2024 the Company entered into the Purchase Agreement with Sandoz Inc. Pursuant to the Purchase Agreement, on March 1, 2024, the Company completed the divestiture of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology, for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets. Refer to Note 6. Acquisition and Disposition for additional information. Upon closing of the Sale Transaction, the Bioeq License Agreement was assumed by Sandoz. Refer to the Company’s Annual Report on 2023 Form 10-K filed March 15, 2024 for additional information related to the Bioeq License Agreement.

Adimab Development and Option Agreement

In October 2018, Surface and Adimab LLC (“Adimab”), entered into an amended and restated development and option agreement, (as amended by the amendments dated as of December 16, 2020, June 1, 2022 and July 18, 2022, “the A&R Adimab Agreement”), which amended and restated the development and option agreement with Adimab dated July 2014, as amended, (“the Original Adimab Agreement”), for the discovery and optimization of proprietary antibodies as potential therapeutic product candidates. Under the A&R Adimab Agreement, the Company will select biological targets against which Adimab will use its proprietary platform technology to research and develop antibody proteins using a mutually agreed upon research plan.

Adimab granted the Company an exclusive option to obtain a non-exclusive, worldwide, fully paid-up, sublicensable license under Adimab’s platform patents and other Adimab technology solely to research up to ten antibodies, chosen by the Company against a specific biological target for a specified period of time (the “Research Option”). In addition, Adimab granted the Company an exclusive option to obtain a worldwide, royalty-bearing, sublicensable license under Adimab platform patents and other Adimab technology to exploit, including commercially, 20 or more antibodies against specific biological targets (the “Commercialization Option”). Upon the exercise of a Commercialization Option, and payment of the applicable option fee to Adimab, Adimab will assign the Company the patents that cover the antibodies selected by such Commercialization Option. The Company will be required to use commercially reasonable efforts to develop, seek market approval of, and commercialize at least one antibody against the target covered by the Commercialization Option in specified markets upon the exercise of a Commercialization Option.

Under the A&R Adimab Agreement, the Company is obligated to make milestone payments and to pay specified fees upon the exercise of the Research Option or Commercialization Option. During the discovery term, the Company may be obligated to pay Adimab up to $0.3 million for technical milestones achieved against each biological target. Upon exercise of a Research Option, the Company is obligated to pay a nominal research maintenance fee on each of the next four anniversaries of the exercise. Upon the exercise of each Commercialization Option, the Company will be required to pay an option exercise fee of a low seven-digit dollar amount, and the Company may be responsible for milestone payments of up to an aggregate of $13.0 million for each licensed product that receives marketing approval. For any licensed product that is commercialized, the Company is obligated to pay Adimab tiered royalties of a low to mid single-digit percentage on worldwide net sales of such product. The Company may also partially exercise a Commercialization Option with respect to ten antibodies against a biological target by paying 65% of the option fee and later either (i) paying

the balance and choosing additional antibodies for commercialization, up to the maximum number under the Commercialization Option, or (ii) foregoing the Commercialization Option entirely. For any Adimab diagnostic product that is used with or in connection with any compound or product other than a licensed antibody or licensed product, the Company is obligated to pay Adimab up to a low seven digits in regulatory milestone payments and low single-digit royalties on net sales.

Out-Licensing Agreements Acquired as part of the Surface Acquisition

On September 8, 2023, at the closing of the Surface Acquisition, all the assets, liabilities, rights and obligations of Surface were assumed by the Company’s direct, wholly-owned subsidiary, Surface Oncology, LLC. See further details in Note 6. Acquisition and Disposition.

Vaccinex License Agreement

On March 23, 2021, Surface and Vaccinex, Inc. (“Vaccinex”) entered into an exclusive product license agreement (the ”Vaccinex License Agreement”) which provides the Company a worldwide, exclusive, sublicensable license to make, have made, use, sell, offer to sell, have sold, import, and otherwise exploit licensed products that incorporate certain Vaccinex intellectual property which covers certain antibodies (each, a “Vaccinex Licensed Products”), including the antibody CHS-114 targeting CCR8. Under the Vaccinex License Agreement, the Company is obligated to use commercially reasonable efforts to develop, clinically test, achieve regulatory approval, manufacture, market and commercialize at least one Vaccinex Licensed Product.

The Company is responsible for all costs and expenses of such development, manufacturing and commercialization. Vaccinex is eligible to receive up to an aggregate of $3.5 million based on achievement of certain clinical milestones, up to an aggregate of $11.5 million based on achievement of certain regulatory milestones per Vaccinex Licensed Product, and low single digit royalties on global net sales of any approved licensed products.

The Company may terminate the Vaccinex License Agreement for convenience upon the notice period specified in the Vaccinex License Agreement. Either party may terminate the agreement for an uncured material breach by the other party. Vaccinex may terminate the Vaccinex License Agreement if we default on any payments owed to Vaccinex under the agreement, if the Company is in material breach of, and fails to cure, its development obligations, or institute certain actions related to the licensed patents. In the event of termination, all rights in the licensed intellectual property would revert to Vaccinex.

Novartis Institutes

In January 2016, Surface entered into the collaboration agreement between Surface and Novartis Institutes dated January 9, 2016 which was subsequently amended in May 2016, July 2017, September 2017, and October 2018 (as amended, the “Novartis Agreement”). Pursuant to the Novartis Agreement, Surface granted Novartis Institutes a worldwide exclusive license to research, develop, manufacture and commercialize antibodies that target cluster of differentiation 73 (“CD73”). Under the Novartis Agreement, the Company was entitled to potential development milestones of $325.0 million and sales milestones of $200.0 million, as well as tiered royalties on annual net sales by Novartis Institutes ranging from high single-digit to mid-teens percentages upon the successful commercialization of NZV930. Novartis Institutes has terminated the exclusive license of NZV930 with an effective date of October 2, 2024. The Company did not recognize any revenue relating to the Novartis Agreement during the three months ended March 31, 2024.

GSK Agreement

In December 2020, Surface entered into the GSK Agreement. Pursuant to the GSK Agreement, Surface granted GSK a worldwide exclusive, sublicensable license to develop, manufacture and commercialize antibodies that target

CD112R, also known as PVRIG, including the antibody GSK4381562 (the “Licensed Antibodies”). GSK is responsible for the development, manufacturing and commercialization of the Licensed Antibodies and a joint development committee was formed to facilitate information sharing. GSK is responsible for all costs and expenses of such development, manufacturing and commercialization and is obligated to provide the Company with updates on its development, manufacturing and commercialization activities through the joint development committee. In March 2022, Surface earned a $30.0 million milestone payment from GSK upon the dosing of the first patient in the Phase 1 trial of GSK4381562. The Company is eligible to receive up to $60.0 million in additional clinical milestones and $155.0 million in regulatory milestones. In addition, the Company may receive up to $485.0 million in sales milestone payments. The Company is also eligible to receive royalties on global net sales of any approved products based on the Licensed Antibodies, ranging in percentages from high single digits to mid-teens. Due to the uncertainty of pharmaceutical development and the historical failure rates generally associated with drug development, the Company may not receive any milestone payments or any royalty payments under the GSK Agreement. The Company did not recognize license-related revenue under the GSK Agreement during the three months ended March 31, 2024.

Unless terminated earlier, the GSK Agreement expires on a licensed product-by-licensed product and country-by-country basis on the later of ten years from the date of first commercial sale or when there is no longer a valid patent claim or regulatory exclusivity covering such licensed product in such country. Either party may terminate the GSK Agreement for an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. GSK may terminate the GSK Agreement for its convenience. The Company may terminate the GSK Agreement if GSK institutes certain actions related to the licensed patents or if GSK ceases development activities, other than for certain specified technical or safety reasons. In the event of termination, the Company would regain worldwide rights to the terminated program.

Debt Obligations - 2027 Term Loan Future Payments (Details) - 2027 Term Loans - USD ($) $ in Millions			1 Months Ended	3 Months Ended
	May 08, 2024	Apr. 01, 2024	Apr. 30, 2024	Mar. 31, 2024
Debt Instrument [Line Items]
Interest rate				13.84%
Subsequent Event
Debt Instrument [Line Items]
Net carrying amount	$ 75.0
Repayment of 2025 Term Loan, premiums and exit fees	$ (75.0)	$ (175.0)	$ (175.0)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Net Income (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Net Income (Loss) Per Share

Net Income (Loss) Per Share

12. Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding for the period, without consideration for potential dilutive common shares. Diluted net income per share is computed by dividing the net income by the weighted average number of common shares outstanding for the period plus any diluted potential common shares outstanding for the period determined using the treasury stock method for options, RSUs and ESPP and using the if-converted method for the convertible notes. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period, without consideration for any potential dilutive common share equivalents as their effect would be antidilutive.

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


	Three Months Ended
		March 31,
(in thousands, except share and per share data)	2024		2023
Basic net income (loss) per share
Numerator:
Net income (loss)	$	102,875	$	(75,729)
Denominator:
Weighted-average common shares outstanding		112,749,306		79,268,853
Basic net income (loss) per share	$	0.91	$	(0.96)

Diluted net income (loss) per share
Numerator:
Net income (loss)	$	102,875	$	(75,729)
Add interest expense on convertible notes, net of tax		1,195		—
Numerator for diluted net income (loss) per share	$	104,070	$	(75,729)
Denominator:
Denominator for basic net income (loss) per share		112,749,306		79,268,853
Add effect of potential dilutive securities:
Stock options, including shares subject to ESPP		406,217		—
Restricted stock units		432,296		—
Shares issuable upon conversion of convertible notes		11,942,152		—
Denominator for diluted net income (loss) income per share		125,529,971		79,268,853
Diluted net income (loss) per share	$	0.83	$	(0.96)

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


	Three Months Ended
	March 31,
	2024	2023
Stock options, including shares subject to ESPP	26,109,011	23,996,096
Restricted stock units	1,066,705	2,586,168
Shares issuable upon conversion of 2026 Convertible Notes	—	11,942,152
Total	27,175,716	38,524,416

The amounts in the table above exclude any shares contingently issuable pursuant to the CVR Agreement because the conditions that could result in a payment becoming due were not met.

Commitments and Contingencies - Schedule of Non-Cancelable Contractual Obligations (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Commitments and Contingencies.
2024	$ 30,609
2025	32,013
2026	1,410
Total obligations	$ 64,032

Debt Obligations - 2027 Term Loan - Narrative (Details) $ in Thousands				1 Months Ended		3 Months Ended
	May 08, 2024 USD ($)	Apr. 01, 2024 USD ($)	Feb. 05, 2024 USD ($)	Apr. 30, 2024 USD ($)	Jan. 31, 2022 USD ($) item	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Sep. 14, 2022 USD ($)	Jan. 05, 2022 USD ($) tranche	Apr. 30, 2020 USD ($)
Debt Instrument [Line Items]
Debt partial prepayment to be Made			$ 175,000
Minimum net sales convenant level agreed to be maintained over past year			125,000
2027 Term Loans
Debt Instrument [Line Items]
Interest rate						13.84%
2027 Term Loans \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Debt Instrument [Line Items]
Spread on variable rate						1.00%
Interest rate						0.26161%
2027 Term Loans \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount									$ 300,000
Number of tranches \| tranche									4
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
Mandatory prepayment term					10 days
2027 Term Loans \| BioPharma Credit Investments V GP LLC \| Scenario, Plan
Debt Instrument [Line Items]
Loan agreement covenants, minimum trailing twelve-month net sales continuing through the quarter ended December 31, 2026			$ 125,000
2027 Term Loans \| Additional facility amount \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount					$ 100,000
2027 Term Loans \| Starting April 1, 2023 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Stated interest rate						8.25%
2027 Term Loans \| Subsequent Event
Debt Instrument [Line Items]
Principal amount		$ 250,000
Net carrying value	$ 75,000
Partial prepayment of principal		175,000
Prepayment fees for partial debt repayment	3,500	6,800
Outstanding amount paid off	$ 75,000	$ 175,000		$ 175,000
Tranche A Loan, funded January 5, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount									$ 100,000
Tranche B Loan, funded on March 31, 2022 \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Principal amount							$ 100,000
Tranche C Loan, not 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 on September 14, 2022 \| 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						$ 227,220
Stated interest rate										1.50%
Remaining unamortized debt discount and debt offering costs						$ 2,780
Effective interest rate						2.10%
1.5% Convertible Senior Subordinated Notes due 2026 \| BioPharma Credit Investments V GP LLC \| Scenario, Plan \| Maximum
Debt Instrument [Line Items]
Principal amount					$ 50,000
Tranches A, B and D \| BioPharma Credit Investments V GP LLC
Debt Instrument [Line Items]
Remaining unamortized debt discount and debt offering costs						$ 2,500
Remaining term						2 years 9 months 18 days

Debt Obligations - Convertible Senior Subordinated Notes due 2026 - Narrative (Details)	1 Months Ended	3 Months Ended
	Apr. 30, 2020 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Mar. 28, 2024 $ / shares	Apr. 14, 2020 $ / shares
Debt Instrument
Closing stock, price per share \| $ / shares			$ 2.39	$ 14.82
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 March 31, 2024, 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		$ 2,780,000
Effective interest rate		2.10%
Convertible Notes \| 1.5% Convertible Senior Subordinated Notes due 2026 \| Scenario, Plan
Debt Instrument
Convertible notes, converted amount		$ 28,500,000

Stockholders' Deficit (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Sep. 11, 2023	May 18, 2023	May 16, 2023	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 15, 2023	Nov. 17, 2022	Nov. 08, 2022
Stockholders' Deficit
Common stock, par value				$ 0.0001		$ 0.0001
Public Offering
Stockholders' Deficit
Common stock, shares issued and sold		13,529,411	11,764,706
Common stock, par value			$ 0.0001
Net proceeds, after deducting the Underwriters' discounts and commissions and offering expenses		$ 53,600
Share price			$ 4.25
Public Offering \| Maximum
Stockholders' Deficit
Shares Offering, Aggregate Amount								$ 150,000
At The Market Offering.
Stockholders' Deficit
Common stock, shares issued and sold				650,005	1,131,450
Aggregate offering price				$ 1,507	$ 7,059
Shares Offering, Aggregate Amount, Decrease							$ 86,200
Increase in Amount of Shares To be Issued and Sold	$ 28,700
Common stock, net proceeds				1,549	7,216
Gross proceeds				1,589	7,401
Less commissions and fees				(40)	(185)
Net proceeds after commissions and fees				1,549	$ 7,216
Common stock remaining available for sales under the ATM Offering				$ 64,900
At The Market Offering. \| Weighted Average
Stockholders' Deficit
Weighted-average price per share				$ 2.44	$ 6.54
At The Market Offering. \| Maximum
Stockholders' Deficit
Shares Offering, Aggregate Amount	$ 92,500						$ 63,800		$ 150,000
Underwriters' Option to Purchase Additional Shares
Stockholders' Deficit
Common stock, shares issued and sold			1,764,705
Share price			$ 3.995
Term of share offering			30 days

Debt Obligations (Tables)

3 Months Ended

Mar. 31, 2024

Debt Instrument

Schedule of Company's Debt Obligations

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


	At March 31, 2024
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(2,548)	$	247,452	$	247,452	Level 2*
2026 Convertible Notes	$	230,000	$	(2,780)	$	227,220	$	142,888	Level 2**

	At December 31, 2023
(in thousands)	Principal Amount		Unamortized Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(3,519)	$	246,481	$	246,481	Level 2*
2026 Convertible Notes	$	230,000	$	(3,112)	$	226,888	$	150,155	Level 2**

The principal amounts outstanding are subject to variable interest rates, which are based on three-month SOFR starting April 1, 2023 plus fixed percentages. Through March 31, 2023, the variable component was based on the three-month LIBOR. Therefore, the Company believes the carrying amount of these obligations approximates fair value.

The fair value is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices observed in market trading. Since the market for trading of the 2026 Convertible Notes is not considered to be an active market, the estimated fair value is based on Level 2 inputs.

2027 Term Loans

Debt Instrument

Schedule of Components of Interest Expense

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


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Contractual interest	$	8,747	$	8,145
Amortization of debt discount and debt issuance costs		972		332
Total interest expense	$	9,719	$	8,477

1.5% Convertible Senior Subordinated Notes due 2026

Debt Instrument

Schedule of Components of Interest Expense

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


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Stated coupon interest	$	863	$	863
Amortization of debt discount and debt issuance costs		332		326
Total interest expense	$	1,195	$	1,189

Schedule of Future Payments on Debt


Year ending December 31, (in thousands)
Remainder of 2024 - interest only	$	3,450
2025 - interest only		3,450
2026 - principal and interest		231,725
Total minimum payments		238,625
Less amount representing interest		(8,625)
2026 Convertible Notes, principal amount		230,000
Less unamortized debt discount and debt issuance costs		(2,780)
Net carrying amount of 2026 Convertible Notes	$	227,220

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Debt Obligations - Capped Call Transactions - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended
	Apr. 30, 2020	Mar. 28, 2024	Apr. 14, 2020
Option Indexed to Issuer's Equity [Line Items]
Closing stock, price per share		$ 2.39	$ 14.82
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.	$ 25.93
Percentage of cap price	75.00%
Closing stock, price per share			$ 14.82

Organization and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Organization and Summary of Significant Accounting Policies
Cash and cash equivalents	$ 259,775	$ 102,891	$ 16,145	$ 63,547
Restricted cash	452	452	440	440
Total cash, cash equivalents and restricted cash	$ 260,227	$ 103,343	$ 16,585	$ 63,987

Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Net Income (Loss) Per Share

Computation of Basic and Diluted Net Income Per Share


	Three Months Ended
		March 31,
(in thousands, except share and per share data)	2024		2023
Basic net income (loss) per share
Numerator:
Net income (loss)	$	102,875	$	(75,729)
Denominator:
Weighted-average common shares outstanding		112,749,306		79,268,853
Basic net income (loss) per share	$	0.91	$	(0.96)

Diluted net income (loss) per share
Numerator:
Net income (loss)	$	102,875	$	(75,729)
Add interest expense on convertible notes, net of tax		1,195		—
Numerator for diluted net income (loss) per share	$	104,070	$	(75,729)
Denominator:
Denominator for basic net income (loss) per share		112,749,306		79,268,853
Add effect of potential dilutive securities:
Stock options, including shares subject to ESPP		406,217		—
Restricted stock units		432,296		—
Shares issuable upon conversion of convertible notes		11,942,152		—
Denominator for diluted net income (loss) income per share		125,529,971		79,268,853
Diluted net income (loss) per share	$	0.83	$	(0.96)

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

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


	Three Months Ended
	March 31,
	2024	2023
Stock options, including shares subject to ESPP	26,109,011	23,996,096
Restricted stock units	1,066,705	2,586,168
Shares issuable upon conversion of 2026 Convertible Notes	—	11,942,152
Total	27,175,716	38,524,416

Fair Value Measurements - Additional Information (Details) - USD ($)			1 Months Ended	3 Months Ended
	May 08, 2024	Apr. 01, 2024	Apr. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Net impairment charge				$ 6,772,000
Contingent consideration, current					$ 3,300,000
Finite-lived assets, net of accumulated amortization of $812 and $639, as of March 31, 2024 and December 31, 2023, respectively				28,245,000	41,871,000
Accumulated amortization				812,000	639,000
Contingent consideration, non-current				632,000	$ 1,172,000
2027 Term Loans \| Subsequent Event
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Outstanding amount paid off	$ 75,000,000.0	$ 175,000,000.0	$ 175,000,000.0
Principal Amount		$ 250,000,000.0
Surface Acquisition
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent consideration, current				0
Contingent consideration, current				0
Contingent consideration, non-current				500,000
Fair value of the contingent consideration				3,800,000
Out-license - Novartis Institutes
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Impairment charge				10,600,000
Out-license - Novartis Institutes \| Surface Acquisition
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Impairment charge				10,600,000
Net impairment charge				$ 6,800,000
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]				Selling General And Administrative Expense

Stock-Based Compensation

3 Months Ended

Mar. 31, 2024

Stock-Based Compensation

Stock-Based Compensation

11. 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
	March 31,
(in thousands)	2024		2023
Cost of goods sold ⁽¹⁾	$	248	$	125
Research and development		2,194		5,461
Selling, general and administrative		4,877		6,696
Stock-based compensation expense	$	7,319	$	12,282

Stock-based compensation expense capitalized into inventory	$	394	$	131

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

Stock-Based Compensation - Stock-Based Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	$ 7,319	$ 12,282
Stock-based compensation expense capitalized into inventory	394	131
Cost of Goods Sold
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	248	125
Research and development
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	2,194	5,461
Selling, General and Administrative Expenses
Employee Service Share Based Compensation Allocation Of Recognized Period Costs
Stock-based compensation expense	$ 4,877	$ 6,696

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue:
Net revenue	$ 77,063	$ 32,436
Costs and expenses:
Cost of goods sold	34,586	16,874
Research and development	28,470	34,154
Selling, general and administrative	56,532	49,153
Total costs and expenses	119,588	100,181
Loss from operations	(42,525)	(67,745)
Interest expense	(11,116)	(9,712)
Gain on Sale Transaction, net (Note 6)	153,647
Other income (expense), net	2,869	1,728
Income (loss) before income taxes	102,875	(75,729)
Net income (loss)	$ 102,875	$ (75,729)
Net Income (Loss) Per Share
Basic (In dollar per share)	$ 0.91	$ (0.96)
Diluted (In dollar per share)	$ 0.83	$ (0.96)
Weighted-average number of shares used in computing net income (loss) per share:
Basic (In shares)	112,749,306	79,268,853
Diluted (In shares)	125,529,971	79,268,853

Inventory - Components (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory
Raw materials	$ 13,941	$ 12,975
Work in process	90,400	82,588
Finished goods	23,282	34,537
Total	$ 127,623	$ 130,100

Collaborations and Other Arrangements (Details) $ / shares in Units, $ in Thousands			1 Months Ended					3 Months Ended
	Mar. 21, 2021 USD ($)	Feb. 01, 2021 USD ($) item	Mar. 31, 2024 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2018 USD ($) item	Jan. 31, 2016 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 28, 2024 $ / shares	Dec. 31, 2023 USD ($)	Apr. 14, 2020 $ / shares
Collaborative Arrangements And Noncollaborative Arrangement Transactions
License Agreement Fee				$ 35,000
Research and development								$ 28,470	$ 34,154
Share Price \| $ / shares										$ 2.39		$ 14.82
Royalties due			$ 32,700					32,700			$ 38,400
Milestone payments, amount			12,500
Vaccinex License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Maximum aggregate milestone payments to be made	$ 3,500
Aggregate amount payable for achievement of certain regulatory milestones low single digit royalties on global net sales of any approved licensed products	$ 11,500
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
Adimab Development and Option Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Minimum antibodies to be commercialized under commercialization option \| item						1
Technical milestone payments obligated to pay						$ 300
Period for payment of nominal research maintenance fee						4 years
Maximum aggregate milestone payments to be made						$ 13,000
Maximum antibodies partially exercised under commercialization option \| item						10
Percentage of option fee to be paid on partial exercise of commercialization option						65.00%
Maximum number of antibodies under for research option \| item						10
Minimum Number of Antibodies under Commercialization option \| item						20
Novartis Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Potential development milestones							$ 325,000
Sales milestones							$ 200,000
GSK Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Term of agreement					10 years
Sales milestones					$ 485,000
Additional clinical milestones eligible to receive					60,000
Regulatory milestones eligible to receive					$ 155,000
GSK Agreement \| Surface
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Milestone payments earned				$ 30,000
Junshi Biosciences
Collaborative Arrangements And Noncollaborative Arrangement Transactions
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
Maximum paid amount for co-development activities (per licensed compound)		$ 25,000
Research and development								2,100
Undisclosed preclinical \| item		2
Decrease in Research and Development Expenses for Release of Certain Liabilities								4,800
Junshi Biosciences \| Intangible assets, net and accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Accrued milestone payment			25,000					25,000
Junshi Biosciences \| Accrued and other current liabilities
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Co-development, regulatory and technology transfer costs			25,000					25,000
Junshi Biosciences \| Accounts payable
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Co-development, regulatory and technology transfer costs			$ 400					$ 400
Junshi Biosciences \| Toripalimab (LOQTORZI)
Collaborative Arrangements And Noncollaborative Arrangement Transactions
Collaboration Agreement, upfront amount paid		$ 150,000
Collaboration agreement, royalty on net sales, percentage		20.00%
Collaboration agreement, Maximum aggregate one-time payments for the achievement of various regulatory and sales milestones		$ 380,000

Debt Obligations

3 Months Ended

Mar. 31, 2024

Debt Obligations

Debt Obligations

8. Debt Obligations

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


	At March 31, 2024
(in thousands)	Principal Amount			Unamortized Debt Discount and Debt Issuance Costs	Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(2,548)	$	247,452	$	247,452	Level 2*
2026 Convertible Notes	$	230,000	$	(2,780)	$	227,220	$	142,888	Level 2**

	At December 31, 2023
(in thousands)	Principal Amount		Unamortized Debt Discount and Debt Issuance Costs		Net Carrying Value		Estimated Fair Value		Level
Financial Liabilities:
2027 Term Loans	$	250,000	$	(3,519)	$	246,481	$	246,481	Level 2*
2026 Convertible Notes	$	230,000	$	(3,112)	$	226,888	$	150,155	Level 2**

2027 Term Loans

The Company entered into a loan agreement in January 2022 (as amended to date, 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”) that was not funded; 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”) that was funded on September 14, 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 2026 Convertible Notes is greater than $50.0 million on October 1, 2025. Since April 1, 2023, the 2027 Term Loans accrue interest at 8.25% plus the sum (the “Adjusted Term SOFR”) of three-month SOFR and 0.26161% per annum, with a floor on Adjusted Term SOFR of 1.0%. The interest rate for the first quarter of 2024 was 13.84%. 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.

On February 5, 2024, the Company entered into a Consent, Partial Release and Third Amendment to the 2027 Term Loans (the “Consent and Amendment”) with the Collateral Agent and the Lenders. Pursuant to and subject to terms and conditions in the Consent and Amendment, among other things: (1) the Lenders and the Collateral Agent provided consent to consummation of the transactions contemplated by the Purchase Agreement, and released certain subsidiary of the Company from its obligation and certain assets subject to the transactions contemplated thereby, (2) the Lenders and the Collateral Agent required the Company to make a partial prepayment of the principal of the loans outstanding under the Loan Agreement in the amount of $175.0 million upon consummation of the transactions contemplated by the Purchase Agreement, subject to certain conditions and (3) the parties thereto agreed to adjust the minimum net trailing twelve month net sales covenant level to be $125.0 million under the Loan Agreement. Other terms of the Loan Agreement, as amended by the Consent and Amendment, remain generally identical to those under the Loan Agreement.

Upon the closing of the Sale Transaction the Company became obligated to repay $175.0 million of the total principal balance of $250.0 million of the loans outstanding under the Loan Agreement on April 1, 2024, and the $175.0 million was classified as term loans, current in the condensed consolidated balance sheets as of March 31, 2024. The Company repaid the $175.0 million in April 2024 pursuant to the Consent and Amendment (see Note 13. Subsequent Events).

The Loan Agreement contains certain customary representations and warranties. In addition, the Loan Agreement includes covenants, such as the requirement to maintain minimum trailing twelve-month net sales in an amount that began at $200.0 million for the quarter ending March 31, 2022 and increased to $210.0 million for the quarter ended March 31, 2024. As a result of the Consent and Amendment entered into on February 5, 2024, beginning in the second

quarter of 2024 and continuing through the quarter ended December 31, 2026, the requirement is to maintain minimum trailing twelve-month net sales of $125.0 million. In addition, there is a requirement to maintain a minimum trailing twelve-month net sales for LOQTORZI tested quarterly at the end of each quarter commencing with the quarter ended December 31, 2024. Further, the Loan Agreement includes certain other affirmative covenants and negative covenants, including, covenants and restrictions that among other things, restrict 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 March 31, 2024, the Company was in full compliance with these covenants, and there were no events of default under the 2027 Term Loans. As of March 31, 2024, the total remaining unamortized debt discount and debt offering costs related to Tranches A, B and D of $2.5 million will be amortized using the effective interest rate over the remaining term of 2.8 years.

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


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Contractual interest	$	8,747	$	8,145
Amortization of debt discount and debt issuance costs		972		332
Total interest expense	$	9,719	$	8,477

During the second quarter of 2024, the Company fully repaid the 2027 Term Loans by paying $175.0 million principal on April 1, 2024 and $75.0 million principal on May 8, 2024 (see Note 13. Subsequent Events).

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. Since inception, the conversion price has been 51.9224 shares of common stock per $1,000 principal amount of the 2026 Convertible Notes, which represents a 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 $14.82 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 March 31, 2024, 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 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. Since inception, the cap price has been $25.93 per share, which represents a premium of approximately 75.0% over the last reported sale price of the Company’s common stock of $14.82 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.

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.

If the 2026 Convertible Notes were converted on March 31, 2024, the holders of the 2026 Convertible Notes would have received common shares with an aggregate value of $28.5 million based on the Company’s closing stock price of $2.39 as of March 28, 2024.

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


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Stated coupon interest	$	863	$	863
Amortization of debt discount and debt issuance costs		332		326
Total interest expense	$	1,195	$	1,189

The remaining unamortized debt discount and debt offering costs related to the 2026 Convertible Notes of $2.8 million as of March 31, 2024 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.

Future payments on the 2026 Convertible Notes as of March 31, 2024 are as follows:


Year ending December 31, (in thousands)
Remainder of 2024 - interest only	$	3,450
2025 - interest only		3,450
2026 - principal and interest		231,725
Total minimum payments		238,625
Less amount representing interest		(8,625)
2026 Convertible Notes, principal amount		230,000
Less unamortized debt discount and debt issuance costs		(2,780)
Net carrying amount of 2026 Convertible Notes	$	227,220

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Revenue - Activities and Ending Reserve Balances for Each Significant Category of Discounts and Allowances (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	$ 244,885	$ 100,503
Provision related to sales made in:
Current period	322,410	121,509
Prior period - increase (decrease)	1,305	390
Payments and customer credits issued	(344,035)	(131,968)
Activities and reserve balance, ending balance	224,565	90,434
Chargebacks and Discounts for Prompt Payment
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	73,953	42,677
Provision related to sales made in:
Current period	223,619	93,906
Prior period - increase (decrease)	(504)	(738)
Payments and customer credits issued	(228,278)	(101,108)
Activities and reserve balance, ending balance	68,790	34,737
Rebates
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	121,137	38,713
Provision related to sales made in:
Current period	56,432	13,000
Prior period - increase (decrease)	1,399	(701)
Payments and customer credits issued	(74,958)	(14,243)
Activities and reserve balance, ending balance	104,010	36,769
Other Fees, Co-pay Assistance and Returns
Accounts Notes And Loans Receivable
Activities and reserve balance, beginning balance	49,795	19,113
Provision related to sales made in:
Current period	42,359	14,603
Prior period - increase (decrease)	410	1,829
Payments and customer credits issued	(40,799)	(16,617)
Activities and reserve balance, ending balance	$ 51,765	$ 18,928

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net income (loss)	$ 102,875	$ (75,729)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	1,507	949
Stock-based compensation expense	7,319	12,282
Impairment of out-license asset and remeasurement of CVR liability, net	6,772
Gain on Sale Transaction, net (Note 6)	(153,647)
Inventory write-downs, net	2,481	3,241
Other non-cash adjustments, net	(2,695)	(129)
Changes in operating assets and liabilities:
Trade receivables, net	8,579	8,529
Inventory	(11,455)	(2,671)
Prepaid manufacturing	9,589	1,861
Other prepaid, current and non-current assets	(4,426)	2,057
Accounts payable	616	11,739
Accrued rebates, fees and reserves	(15,157)	1,236
TSA related operating assets and liabilities, net (Note 6)	(1,424)
Accrued compensation	1,559	(10,188)
Accrued and other current and non-current liabilities	741	(21,909)
Net cash used in operating activities	(46,766)	(68,732)
Investing activities
Proceeds from maturities of investments in marketable securities	6,200	17,500
Proceeds from sale of investments in marketable securities	8,688
Cash received from Sale Transaction (Note 6)	187,823
Other investing activities, net	52	26
Net cash provided by investing activities	202,763	17,526
Financing activities
Proceeds from issuance of common stock upon exercise of stock options	291	103
Taxes paid related to net share settlement	(745)	(2,781)
Other financing activities	(166)	(353)
Net cash provided by financing activities	887	3,804
Net increase (decrease) in cash, cash equivalents and restricted cash	156,884	(47,402)
Cash, cash equivalents and restricted cash at beginning of period	103,343	63,987
Cash, cash equivalents and restricted cash at end of period	260,227	16,585
At The Market Offering.
Financing activities
Proceeds from issuance of common stock under ATM Offering, net of issuance costs	$ 1,507	$ 6,835

Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Balance Sheet Components
Accrued commercial and research and development manufacturing	$ 37,283	$ 23,470
Accrued co-development costs and milestone payments	25,000	26,812
Accrued royalties	35,342	42,031
Accrued other	16,271	7,628
Lease liabilities, current	1,811	2,145
Contingent consideration, current		3,300
Total Accrued and other current liabilities	$ 115,707	$ 105,386

Organization and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Organization and Summary of Significant Accounting Policies

Schedule of Reconciliation of 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:


(in thousands)	January 1,
At beginning of period:	2024		2023
Cash and cash equivalents	$	102,891	$	63,547
Restricted cash		452		440
Total cash, cash equivalents and restricted cash	$	103,343	$	63,987

	March 31,
At end of period:	2024		2023
Cash and cash equivalents	$	259,775	$	16,145
Restricted cash		452		440
Total cash, cash equivalents and restricted cash	$	260,227	$	16,585

Stockholders' Deficit (Tables)

3 Months Ended

Mar. 31, 2024

Stockholders' Deficit

Schedule of Settlements Under the ATM Offering


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024		2023
Number of common stock shares sold during the period		650,005		1,131,450
Weighted-average price per share	$	2.44	$	6.54
Gross proceeds	$	1,589	$	7,401
Less commissions and fees		(40)		(185)
Net proceeds after commissions and fees	$	1,549	$	7,216

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 102,875	$ (75,729)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events

Subsequent Events

13. Subsequent Events

Partial Release and Third Amendment to 2027 Term Loans

On April 1, 2024, the Company repaid $175.0 million of the total principal balance of $250.0 million outstanding on the 2027 Term Loans, and the prepayment premium and make-whole amount of $6.8 million to the Lenders pursuant to the Consent and Amendment dated February 5, 2024 (see Note 8. Debt Obligations).

2029 Term Loan

On May 8, 2024, the Company entered into a senior secured term loan facility of up to $38.7 million (the “2029 Term Loan”), all to be funded on May 8, 2024 (the “2029 Term Loan Effective Date”), with Ankura Trust Company, LLC, as administrative agent (in such capacity, the “Agent”), and the lenders signatory thereto (collectively, the “2029 Lenders”). The proceeds of the 2029 Term Loan were used by the Company to help repay in full the existing outstanding indebtedness under the 2027 Term Loans.

The 2029 Term Loan is governed by a loan agreement, dated as of the 2029 Term Loan Effective Date, by and among the Company, the Agent and the 2029 Lenders (the “2029 Loan Agreement”). The 2029 Term Loan will mature on May 8, 2029. The amounts borrowed under the 2029 Term Loan accrue interest at a per annum rate equal to 8.00% per annum, plus a three-month SOFR rate. The 2029 Term Loan provides for interest-only payments on a quarterly basis until maturity. The Company may prepay the 2029 Term Loan in full or in part provided that the Company (i) provides at least three (3) business days’ prior written notice to the Agent, (ii) pays on the date of such prepayment (A) all outstanding principal to be prepaid plus accrued and unpaid interest, (B) a prepayment fee of (x) 10.00% of the 2029 Term Loan so prepaid if paid on or after the first anniversary of the 2029 Term Loan Effective Date and before the second anniversary of the 2029 Term Loan Effective Date; (y) 5.00% of the 2029 Term Loan so prepaid if paid after the second anniversary of the 2029 Term Loan Effective Date and on or before the third anniversary of the 2029 Term Loan Effective Date; and (z) 0.00% of the 2029 Term Loan so prepaid if paid after the third anniversary of the 2029 Term Loan Effective Date and (C) all other sums, if any, that shall become due and payable under the 2029 Loan Agreement, including interest at the default rate with respect to any past due amounts. Amounts outstanding during an event of default shall accrue interest at an additional rate of 4.00% per annum, which interest shall be payable on demand in cash.

The 2029 Term Loan is secured by a lien on substantially all of the assets of the Company, including intellectual property, subject to customary exclusions and exceptions. The 2029 Loan Agreement contains customary representations and warranties, covenants and events of default, including a financial covenant commencing on the 2029 Term Loan Effective Date, which requires the Company to maintain certain levels of cash and cash equivalents. The 2029 Loan Agreement also contains other customary provisions, such as expense reimbursement, as well as indemnification rights for the benefit of the Agent and the 2029 Lenders.

In connection with the entry into the 2029 Loan Agreement on May 8, 2024, the Company repaid in full all outstanding indebtedness and terminated all commitments under the 2027 Term Loans. The aggregate principal amount outstanding under the 2027 Term Loans was $75.0 million at the time of repayment. The Company did not incur any penalties but did pay a prepayment premium and make-whole amount of $3.5 million.

Revenue Participation Right Purchase and Sale Agreement

On May 8, 2024, the Company entered into a revenue participation right purchase and sale agreement (the “Revenue Purchase and Sale Agreement”) with Coduet Royalty Holdings, LLC, as administrative agent and each buyer named in an annex thereto (collectively, the “Purchaser”). Under the terms of the Revenue Purchase and Sale Agreement, in exchange for the Purchaser’s payment to the Company of a purchase price of $37.5 million, in the

aggregate subject to certain conditions at closing (the “Purchase Price”), the Company has agreed to sell to the Purchaser its right to receive payment in full of a mid-single digit percentage of U.S. net sales of UDENYCA and LOQTORZI (the “Revenue Payment”) with payments made each calendar quarter commencing on the effective date of the Revenue Purchase and Sale Agreement. The Purchaser’s right to receive the Revenue Payment terminates and the Company no longer has the obligation to pay the Purchaser Revenue Payments once the Purchaser receives the amount equal to 2.25 times the Purchase Price. The Company may also buy-out the Purchaser’s rights to receive the Revenue Payments by paying Purchaser such multiple on the Purchaser Price.

The Revenue Purchase and Sale Agreement contains various representations and warranties, including with respect to organization, authorization, and certain other matters, certain covenants with respect to payment, reporting, intellectual property, in-licenses, out-licenses, and certain other actions, indemnification obligations and other provisions customary for transactions of this nature.

Revenue

3 Months Ended

Mar. 31, 2024

Revenue

Revenue

2. Revenue

The Company launched LOQTORZI and YUSIMRY in the United States in December and July 2023, respectively, and initiated sales of CIMERLI in October 2022. Net revenue for sales of CIMERLI effectively ceased to be recognized in the Company’s statements of operations on March 1, 2024. All net product revenue was generated in the United States, and the Company’s net revenue was as follows:


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Products
UDENYCA	$	42,667	$	26,179
CIMERLI		28,194		6,174
YUSIMRY		3,894		—
LOQTORZI		1,988		—
Total net product revenue		76,743		32,353
Other		320		83
Total net revenue	$	77,063	$	32,436

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


	Three Months Ended
	March 31,
	2024		2023
McKesson Corporation	42	%	35	%
Cencora (previously known as AmeriSource-Bergen Corporation)	42	%	43	%
Cardinal Health, Inc.	14	%	21	%

Product Sales Discounts and Allowances

Provisions that reduce net revenue include chargebacks and discounts for prompt payment, which are recorded as a reduction in trade receivables, and rebates, other fees, co-pay assistance and returns, which are recorded as current liabilities and other liabilities, non-current in the unaudited condensed consolidated balance sheets. In connection with the Sale Transaction, the Company retained and will continue to be responsible for sales discounts and allowance liabilities incurred prior to March 1, 2024. Sales discounts and allowances incurred on behalf of the TSA in March 2024 are reflected within TSA receivables, net and TSA payables and other accrued liabilities in the unaudited condensed consolidated balance sheets and are excluded from the below table (see Note 6. Acquisition and Disposition). The

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


	Three Months Ended March 31, 2024
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2023	$	73,953	$	121,137	$	49,795	$	244,885
Provision related to sales made in:
Current period		223,619		56,432		42,359		322,410
Prior period - increase (decrease)		(504)		1,399		410		1,305
Payments and customer credits issued		(228,278)		(74,958)		(40,799)		(344,035)
Balances at March 31, 2024	$	68,790	$	104,010	$	51,765	$	224,565


	Three Months Ended March 31, 2023
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2022	$	42,677	$	38,713	$	19,113	$	100,503
Provision related to sales made in:
Current period		93,906		13,000		14,603		121,509
Prior period - increase (decrease)		(738)		(701)		1,829		390
Payments and customer credits issued		(101,108)		(14,243)		(16,617)		(131,968)
Balances at March 31, 2023	$	34,737	$	36,769	$	18,928	$	90,434

- 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//606/tableOfContent

+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

9. 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 March 31, 2024, the Company’s non-cancelable purchase commitments under the terms of its agreements are as follows:


Year ending December 31, (in thousands)
2024	$	30,609
2025		32,013
2026		1,410
Total obligations	$	64,032

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 claims that arise in the ordinary, routine course of business and that have not been fully resolved. The outcome of such legal proceedings and claims is inherently uncertain. Accruals are recognized for such legal proceedings and claims to the extent that a loss is both probable and reasonably estimable. The best estimate of a loss within a range is accrued; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. If 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. As of March 31, 2024 and December 31, 2023, the Company had an accrual of $6.4 million related to such matters that was included in accrued rebates, fees and reserves on the condensed consolidated balance sheets.

In late April of 2022, the Company received a demand letter from Zinc Health Services, LLC (“Zinc”) asserting that Zinc was entitled to approximately $14.0 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 established an accrual as of March 31, 2024 that represented its estimated liability to resolve the matter. Loss contingencies are inherently unpredictable, the assessment is highly subjective and requires judgments about future events and unfavorable developments or resolutions can occur. The Company regularly reviews litigation matters to determine whether its accrual is adequate. The amount of ultimate loss may differ materially from the amount accrued to date.

Other than the matter in connection with the demand letter described in this Note 9. Commitments and Contingencies, there are no pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party, or that any of the Company or its subsidiaries' property is subject.

Revenue (Tables)

3 Months Ended

Mar. 31, 2024

Revenue

Schedule of Net product revenue in United States, and Company's net revenue


	Three Months Ended
	March 31,
(in thousands)	2024		2023
Products
UDENYCA	$	42,667	$	26,179
CIMERLI		28,194		6,174
YUSIMRY		3,894		—
LOQTORZI		1,988		—
Total net product revenue		76,743		32,353
Other		320		83
Total net revenue	$	77,063	$	32,436

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

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


	Three Months Ended
	March 31,
	2024		2023
McKesson Corporation	42	%	35	%
Cencora (previously known as AmeriSource-Bergen Corporation)	42	%	43	%
Cardinal Health, Inc.	14	%	21	%

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


	Three Months Ended March 31, 2024
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2023	$	73,953	$	121,137	$	49,795	$	244,885
Provision related to sales made in:
Current period		223,619		56,432		42,359		322,410
Prior period - increase (decrease)		(504)		1,399		410		1,305
Payments and customer credits issued		(228,278)		(74,958)		(40,799)		(344,035)
Balances at March 31, 2024	$	68,790	$	104,010	$	51,765	$	224,565


	Three Months Ended March 31, 2023
	Chargebacks				Other Fees,
	and Discounts				Co-pay
	for Prompt				Assistance
(in thousands)	Payment		Rebates		and Returns		Total
Balances at December 31, 2022	$	42,677	$	38,713	$	19,113	$	100,503
Provision related to sales made in:
Current period		93,906		13,000		14,603		121,509
Prior period - increase (decrease)		(738)		(701)		1,829		390
Payments and customer credits issued		(101,108)		(14,243)		(16,617)		(131,968)
Balances at March 31, 2023	$	34,737	$	36,769	$	18,928	$	90,434

Debt Obligations - 2027 Term Loans, Components of Interest Expense (Details) - 2027 Term Loans - BioPharma Credit Investments V GP LLC - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Contractual interest	$ 8,747	$ 8,145
Amortization of debt discount and debt issuance costs	972	332
Total Interest expense	$ 9,719	$ 8,477

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Net Income (Loss) Per Share - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net Income (Loss)	$ 102,875	$ (75,729)
Denominator:
Weighted-average common shares outstanding - Basic	112,749,306	79,268,853
Weighted-average common shares outstanding - Diluted	125,529,971	79,268,853
Basic net income (loss) per share	$ 0.91	$ (0.96)
Diluted net income (loss) per share	$ 0.83	$ (0.96)
Numerator:
Add interest expense on 2026 Convertible Notes, net of tax	$ 1,195
Numerator for diluted net income (loss) per share	$ 104,070	$ (75,729)
Add effect of potential dilutive securities:
Stock options, including shares subject to ESPP	406,217
Restricted stock units	432,296
Shares issuable upon conversion of convertible notes	11,942,152
Denominator for diluted net income (loss) income per share	125,529,971	79,268,853

Balance Sheet Components

3 Months Ended

Mar. 31, 2024

Balance Sheet Components

Balance Sheet Components

5. Balance Sheet Components

Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Machinery and equipment	$	13,124	$	13,124
Computer equipment and software		3,566		3,546
Furniture and fixtures		1,055		1,055
Leasehold improvements		5,751		5,751
Finance lease right of use assets		1,290		2,294
Total property and equipment		24,786		25,770
Accumulated depreciation and amortization		(20,598)		(20,651)
Property and equipment, net	$	4,188	$	5,119

Depreciation and amortization expense related to property and equipment, net was $0.6 million and $0.9 million for the three months ended March 31, 2024 and 2023, respectively.

As of March 31, 2024 and December 31, 2023, the net book value of software implementation costs related to hosting arrangements was $3.2 million and $3.2 million, respectively, and the amortization expense was immaterial for all periods presented.

Intangible Assets, Net

Intangible assets, net consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Finite-lived assets, net of accumulated amortization of $812 and $639, as of March 31, 2024 and December 31, 2023, respectively	$	28,245	$	41,871
Indefinite-lived assets - in-process research and development		28,859		28,859
Goodwill		—		943
Total Intangible assets, net	$	57,104	$	71,673

Amortization expense related to finite-lived intangible assets was immaterial in all periods presented. In connection with the Sale Transaction on March 1, 2024, a finite-lived asset, net of $2.1 million and goodwill of $0.9 million were derecognized.

The exclusive license of NZV930 to Novartis Institutes, acquired as part of the Surface Acquisition, was terminated by Novartis Institutes with an effective date of October 2, 2024. As a result, the Company recognized an impairment charge of $10.6 million for the carrying value of the Novartis Institutes out-license during the three months ended March 31, 2024, which was classified within selling, general and administrative expense in the condensed consolidated statements of operations.

Amortization expense for the remaining finite-lived assets for each of the five succeeding fiscal years is expected to be $2.8 million.

Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Accrued commercial and research and development manufacturing	$	37,283	$	23,470
Accrued co-development costs and milestone payments		25,000		26,812
Accrued royalties		35,342		42,031
Accrued other		16,271		7,628
Lease liabilities, current		1,811		2,145
Contingent consideration, current		—		3,300
Total Accrued and other current liabilities	$	115,707	$	105,386

Other Liabilities, Non-current

Other liabilities, non-current consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Contingent consideration, non-current	$	632	$	1,172
Deferred tax liability		1,102		1,102
Other		1,000		10,287
Total Other liabilities, non-current	$	2,734	$	12,561

Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Property and Equipment, Net
Total property and equipment	$ 24,786	$ 25,770
Accumulated depreciation and amortization	(20,598)	(20,651)
Property and equipment, net	4,188	5,119
Machinery and equipment
Property and Equipment, Net
Total property and equipment	13,124	13,124
Computer equipment and software
Property and Equipment, Net
Total property and equipment	3,566	3,546
Furniture and fixtures
Property and Equipment, Net
Total property and equipment	1,055	1,055
Leasehold improvements
Property and Equipment, Net
Total property and equipment	5,751	5,751
Finance lease right of use assets
Property and Equipment, Net
Total property and equipment	$ 1,290	$ 2,294

Debt Obligations - 2029 Term Loan - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	May 08, 2024	Apr. 01, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Cash and cash equivalents	$ 259,775			$ 102,891	$ 16,145	$ 63,547
2027 Term Loans \| Subsequent Event
Debt Instrument [Line Items]
Principal Amount			$ 250,000
2027 Term Loans \| SOFR
Debt Instrument [Line Items]
Spread on variable rate	1.00%
Ankura Trust Company, LLC \| 2029 Term Loans \| Subsequent Event
Debt Instrument [Line Items]
Principal Amount		$ 38,700
Stated interest rate		8.00%

Net Income (Loss) Per Share - Outstanding Dilutive Potential Shares Excluded from Calculation of Diluted Net Income (loss) Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net income (loss) per share	27,175,716	38,524,416
Stock options, including shares subject to ESPP
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net income (loss) per share	26,109,011	23,996,096
Restricted stock units
Antidilutive securities excluded from computation of EPS
Antidilutive securities excluded from the calculation of diluted net income (loss) per share	1,066,705	2,586,168
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 income (loss) per share		11,942,152

Fair Value Measurements - Financial Assets Measured on a Recurring Basis (Details) - Fair Value Measurements Recurring Basis - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Financial assets measured at fair value on a recurring basis
Total financial assets	$ 259,845	$ 104,940
Contingent consideration	632
Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets	259,413	96,648
Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets		7,667
Level 3
Financial assets measured at fair value on a recurring basis
Total financial assets	432	625
Contingent consideration	632
U.S. government agency securities
Financial assets measured at fair value on a recurring basis
Total financial assets		5,195
U.S. government agency securities \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets		5,195
U.S. treasury securities
Financial assets measured at fair value on a recurring basis
Total financial assets		2,993
U.S. treasury securities \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets		2,993
Commercial paper and corporate notes
Financial assets measured at fair value on a recurring basis
Total financial assets		6,669
Commercial paper and corporate notes \| Contingent Consideration
Financial assets measured at fair value on a recurring basis
Total financial assets		4,472
Commercial paper and corporate notes \| Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets		6,669
Commercial paper and corporate notes \| Level 3 \| Contingent Consideration
Financial assets measured at fair value on a recurring basis
Total financial assets		4,472
Money market funds
Financial assets measured at fair value on a recurring basis
Total financial assets	259,413	89,458
Money market funds \| Level 1
Financial assets measured at fair value on a recurring basis
Total financial assets	259,413	88,460
Money market funds \| Level 2
Financial assets measured at fair value on a recurring basis
Total financial assets		998
Prepaid financial instrument in Prepaid manufacturing
Financial assets measured at fair value on a recurring basis
Total financial assets	432	625
Prepaid financial instrument in Prepaid manufacturing \| Level 3
Financial assets measured at fair value on a recurring basis
Total financial assets	$ 432	$ 625

Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 01, 2024	Mar. 31, 2024	Dec. 31, 2023
Balance Sheet Components
Finite-lived assets, net of accumulated amortization of $812 and $639, as of March 31, 2024 and December 31, 2023, respectively		$ 28,245	$ 41,871
Accumulated amortization		812	639
Indefinite-lived assets - IPR&DIndefinite-lived assets - in-process research and development		28,859	28,859
Goodwill			943
Total Intangible assets, net		57,104	$ 71,673
Expected amortization expense for the remaining finite-lived assets for each of the five succeeding fiscal years	$ 2,100	$ 2,800

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies.

Schedule of Non-cancelable Contractual Obligations


Year ending December 31, (in thousands)
2024	$	30,609
2025		32,013
2026		1,410
Total obligations	$	64,032

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Schedule of Financial Assets and Liabilities Measured on a Recurring Basis

Financial liabilities related to long-term debt obligations are summarized in Note 8. Debt Obligations. Other financial liabilities and financial assets measured at fair value on a recurring basis are summarized as follows:


	Fair Value Measurements
	March 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	259,413	$	—	$	—	$	259,413
Prepaid financial instrument in Prepaid manufacturing⁽²⁾		—		—		432		432
Total	$	259,413	$	—	$	432	$	259,845
Financial Liabilities:
Contingent consideration	$	—	$	—	$	632	$	632


	Fair Value Measurements
	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	88,460	$	998	$	—	$	89,458
Marketable debt securities:
U.S. government agency securities		5,195		—		—		5,195
U.S. treasury securities		2,993		—		—		2,993
Commercial paper and corporate notes		—		6,669		—		6,669
Prepaid financial instrument in Prepaid manufacturing⁽²⁾		—		—		625		625
Total	$	96,648	$	7,667	$	625	$	104,940
Financial Liabilities:
Contingent consideration	$	—	$	—	$	4,472	$	4,472

(1)	Cash equivalents consist of money market funds, U.S treasury securities and commercial paper and corporate notes with original maturities of 90 days or less.

(2)	Relates to Optional Stock Purchase Agreement as described in the Company’s 2023 Form 10-K.

Schedule of Cash and cash equivalents, marketable securities and restricted cash


	March 31, 2024
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	259,413	$	—	$	—	$	259,413
Total	$	259,413	$	—	$	—	$	259,413


	December 31, 2023
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	79,484	$	—	$	—	$	79,484
U.S. government agency securities		5,200		—		(5)		5,195
U.S. treasury securities		11,967		2		—		11,969
Commercial paper and corporate notes		7,673		—		(6)		7,667
Total	$	104,324	$	2	$	(11)	$	104,315

Organization and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2024

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, 2023 (the “2023 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 judgments, 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 judgments are inherently uncertain and therefore actual results could differ from these estimates.

Cash, Cash Equivalents and Restricted Cash


(in thousands)	January 1,
At beginning of period:	2024		2023
Cash and cash equivalents	$	102,891	$	63,547
Restricted cash		452		440
Total cash, cash equivalents and restricted cash	$	103,343	$	63,987

	March 31,
At end of period:	2024		2023
Cash and cash equivalents	$	259,775	$	16,145
Restricted cash		452		440
Total cash, cash equivalents and restricted cash	$	260,227	$	16,585

Proceeds from the divestiture of the CIMERLI ophthalmology franchise received in March were used to pay down $175.0 million out of the total principal balance of $250.0 million on the Company’s 2027 Term Loan in April 2024 (see Note 13. Subsequent Events). 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.

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 March 31, 2024 and December 31, 2023.

Contingent Consideration

Contingent Consideration

Contingent consideration relates to the potential payments to holders of Contingent Value Rights (“CVRs”) that are contingent upon the achievement of the Company and certain third-parties meeting product development or financial performance milestones. For transactions accounted for as business combinations, the Company records

contingent consideration at fair value at the date of the acquisition based on the consideration expected to be transferred. Liabilities for contingent consideration are remeasured each reporting period and subsequent changes in fair value are recognized within selling, general and administrative expense in the condensed consolidated statements of operations. The assumptions utilized in the calculation of the fair values include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from estimated amounts.

Stock-Based Compensation

Stock-Based Compensation

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

Recent Accounting Pronouncements

The following are recent accounting pronouncements that the Company has not yet adopted:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, which enhances the disclosures required for operating segments by requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, among other expanded. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. The new standard is effective for the Company for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update should be applied retrospectively to all periods presented. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The new standard is effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied prospectively; however, retrospective application is also permitted. The Company is currently evaluating the impact this ASU may have on its financial statement disclosures.

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

- Definition

Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Subparagraph (f)(2)(ii)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Subparagraph (f)(2)(v)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(1)
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-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2022	Mar. 31, 2024	Dec. 31, 2023
Loss Contingencies
Claims related to certain sales of UDENYCA from October 2020 through December 2021	$ 14.0
Accrued rebates, fees and reserves
Loss Contingencies
Accrual related to legal Proceedings and Other Claims		$ 6.4	$ 6.4

Acquisition and Disposition

3 Months Ended

Mar. 31, 2024

Acquisition and Disposition

Acquisition and Disposition

6. Acquisition and Disposition

2024 - Sale Transaction

On March 1, 2024, the Company completed the Sale Transaction for its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology, to Sandoz for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets. During the first quarter of 2024, the Company recognized a net gain on the Sale Transaction of $153.6 million, which includes the cash receipts of $187.8 million less assets transferred to Sandoz, assets derecognized, transaction costs of $7.2 million, and other related employee transition expenses. As of March 31, 2024, unpaid transaction costs and committed for retention bonuses totaled $11.1 million. The pretax profit (loss) related to the CIMERLI ophthalmology franchise prior to the Sale Transaction, which excludes any corporate overhead allocations, was $7.4 million and $(3.9) million during the three months ended March 31, 2024 and 2023, respectively.

In connection with the Sale Transaction, the Company and Sandoz entered into a Transition Services Agreement (“TSA”), pursuant to which the Company is providing certain business support services on behalf of Sandoz including billings, collections, and the remittance of rebates, to ensure business continuity for patients and customers for a period not expected to extend beyond December 31, 2024. Under the TSA, the Company is entitled to be reimbursed for its costs and has recorded income of $0.3 million for the three months ended March 31, 2024 in other income (expense), net in the condensed consolidated statements of operations. As of March 31, 2024, assets related to the TSA of $32.2 million were presented in TSA receivables, net and liabilities related to the TSA of $30.8 million were presented in TSA payables and other accrued liabilities in the condensed consolidated balance sheet.

2023 - Surface Acquisition

On September 8, 2023 (the “Acquisition Date”), in accordance with an Agreement and Plan of Merger dated June 15, 2023 (the “Merger Agreement”) by and among the Company, Crimson Merger Sub I, Inc. (“Merger Sub I”), Crimson Merger Sub II, LLC (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), and Surface, the Company completed the Surface Acquisition. The Surface Acquisition expanded the Company’s I-O pipeline with the following: casdozokitug (CHS-388, formerly SRF388), an investigational, novel IL-27-targeted antibody currently being evaluated in a Phase 2 clinical trial in HCC, and CHS-114 (formerly SRF114), an investigational, CCR8-targeted antibody currently in a Phase 1/2 study as a monotherapy in patients with advanced solid tumors.

On the Acquisition Date, and in accordance with the Merger Agreement, the Company issued to the holders of all outstanding Surface common stock (other than treasury shares, any shares of Surface common stock held directly by the Company or the Merger Subs immediately prior to the Acquisition Date and shares of Surface common stock issued and outstanding immediately prior to the Acquisition Date and held by any holder properly demanding appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law) 0.1960 shares of Coherus common stock in exchange for each share of outstanding Surface common stock and certain outstanding Surface employee equity awards. The exchange ratio was calculated pursuant to the terms of the Merger Agreement and was based on a $5.2831 per share price of Coherus common stock and a nominal total amount of cash in lieu of fractional shares. Surface shareholders also received one CVR for each share of Surface common stock and employee equity award converted. Each CVR entitles the holder to receive quarterly contingent payments in the form of cash, stock or a combination of cash and stock at the Company’s discretion during the 10-year period following September 8, 2023, for the sum of the following, less any permitted deductions (in accordance with the Contingent Value Rights Agreement, dated September 8, 2023, by and among the Company and Computershare Inc. and its affiliate Computershare Trust Company, N.A., together, as the rights agent thereunder (the “CVR Agreement”)):

●

70% of all milestone- and royalty-based payments actually received by the Company or its affiliates from GSK under a license agreement with GSK, dated December 16, 2020, which was subsequently amended in August 2021 (as amended, the “GSK Agreement”) related to the existing program (GSK4381562);

●

25% of any upfront payment actually received by the Company or its affiliates pursuant to potential ex-U.S. licensing agreements for CHS-114; and

●

50% of any upfront payment actually received by the Company or its affiliates pursuant to potential ex-U.S. licensing agreements for casdozokitug.

The Company has recorded a contingent consideration liability for the fair value of the potential payments under the CVR Agreement described above. The Company is unable to estimate a range of outcomes for potential royalty and milestone payments for CHS-114 and casdozokitug.

The following table below sets forth the purchase price allocation to the estimated fair value of the net assets acquired:


(in thousands)		Amounts Recognized at Acquisition Date
Assets Acquired
Cash and cash equivalents	$	6,997
Investments in marketable securities		21,791
Other prepaids and other assets		5,260
In-process research and development		26,239
Out-licenses		13,530
Total assets	$	73,817
Liabilities Assumed
Accrued and other current liabilities	$	7,722
Deferred tax liability		1,499
Total liabilities		9,221
Total net assets acquired	$	64,596

The Company believes that, even after reassessing its identification of all assets acquired and liabilities assumed, it was able to acquire Surface for a price that was completely allocable to identifiable assets acquired and liabilities assumed with no residual attributable to goodwill primarily due to Surface’s need to raise additional capital to finance its operations, the challenging biotech funding environment at the time the transaction was initially announced, and the value of the acquired net assets.

The amount allocated to identifiable intangible assets was attributed to the following assets:


(in thousands)	Useful lives		Fair Value at Acquisition Date
In-process research and development - casdozokitug	n/a	$	25,899
In-process research and development - CHS-114	n/a		340
Out-license - GSK	15 years		2,506
Out-license - Novartis Institutes	15 years		11,024
Total identifiable intangible assets		$	39,769

Surface had two out-licensed partnership programs, with Novartis Institutes (NZV930) and GSK (GSK4381562), to advance certain next-generation cancer therapies. The out-license intangible assets represent potential milestone and royalty-based payments to be received in the future. Surface shareholders received CVRs for certain percentages of these milestone and royalty-based payments on existing programs with Novartis Institutes (NZV930) and GSK (GSK4381562), as further explained above. The exclusive license of NZV930 to Novartis Institutes was terminated by Novartis Institutes with an effective date of October 2, 2024. As a result, the Company recognized a net impairment charge of $6.8 million in selling, general and administrative expenses in the condensed consolidated statements of operations relating to the write-off of the net carrying value of the Novartis Institutes out-license intangible asset of $10.6 million and the final remeasurement of the CVR liability of $3.8 million to its fair value of zero as of March 31, 2024.

Subsequent Events (Details) - USD ($) $ in Thousands			3 Months Ended
Subsequent Events (Details) - USD ($) $ in Thousands	May 08, 2024	Apr. 01, 2024	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Subsequent Events
Cash and cash equivalents			$ 259,775	$ 102,891	$ 16,145	$ 63,547
Subsequent Event
Subsequent Events
Revenue Purchase and Sale Agreement, Purchase price	$ 37,500
Purchase price multiplier	2.25
2027 Term Loans \| Subsequent Event
Subsequent Events
Partial prepayment of principal		$ 175,000
Principal amount		250,000
Amount outstanding	$ 75,000
Prepayment fees for partial debt repayment	$ 3,500	$ 6,800
2027 Term Loans \| SOFR
Subsequent Events
Spread on variable rate			1.00%
2029 Term Loans \| Subsequent Event
Subsequent Events
Default additional rate	4.00%
2029 Term Loans \| On or after the first anniversary \| Subsequent Event
Subsequent Events
Prepayment fee	10.00%
2029 Term Loans \| After the second anniversary \| Subsequent Event
Subsequent Events
Prepayment fee	5.00%
2029 Term Loans \| After the third anniversary \| Subsequent Event
Subsequent Events
Prepayment fee	0.00%
Ankura Trust Company, LLC \| 2029 Term Loans \| Subsequent Event
Subsequent Events
Principal amount	$ 38,700
Stated interest rate	8.00%

Inventory - Balance Sheet Classifications (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventory
Inventory	$ 61,978	$ 62,605
Inventory, non-current	65,645	67,495
Total	$ 127,623	$ 130,100

Organization and Summary of Significant Accounting Policies - Organization (Details) $ in Millions				1 Months Ended
	May 08, 2024 USD ($)	Apr. 01, 2024 USD ($)	Mar. 01, 2024 USD ($)	Apr. 30, 2024 USD ($)	Mar. 31, 2024 product
Business Acquisition [Line Items]
Cash consideration			$ 170.0
Product pipeline, number of product candidates \| product					3
Disposal Group, Including Discontinued Operation, Additional Consideration for Product Inventory and Prepaid Manufacturing Assets			17.8
2027 Term Loans \| Subsequent Event
Business Acquisition [Line Items]
Principal Amount		$ 250.0
Outstanding amount paid off	$ 75.0	$ 175.0		$ 175.0
Coherus Ophthalmology LLC \| CIMERLI Disposition Transaction
Business Acquisition [Line Items]
Business combination consideration transferred			170.0
Consideration transferred for CIMERLI product inventory and prepaid manufacturing assets			$ 17.8

Organization and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

Coherus BioSciences, Inc.

Notes to Condensed Consolidated Financial Statements

(unaudited)

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 immunotherapies to treat cancer. The Company is developing an innovative immuno-oncology pipeline that we believe will be synergistic with its proven commercial capabilities in oncology. 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. On August 2, 2022, the FDA approved CIMERLI® (ranibizumab-eqrn), a biosimilar to Lucentis, and commercial launch commenced in October 2022 in the United States. The Company launched YUSIMRY® (adalimumab-aqvh), a biosimilar to Humira (adalimumab), in the United States in July 2023. On January 2, 2024, the Company announced the launch in the U.S. of LOQTORZI in combination with cisplatin and gemcitabine for the first-line treatment of adults with metastatic or recurrent locally advanced nasopharyngeal carcinoma (“NPC”), and as monotherapy for the treatment of adults with recurrent, unresectable, or metastatic NPC with disease progression on or after platinum-containing chemotherapy. LOQTORZI is a novel PD-1 inhibitor that the Company developed in collaboration with Shanghai Junshi Biosciences Co., Ltd. (“Junshi Biosciences”). On January 19, 2024, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Sandoz Inc. (“Sandoz”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, on March 1, 2024, the Company completed the sale of its CIMERLI ophthalmology franchise through the sale of its subsidiary, Coherus Ophthalmology LLC (“Coherus Ophthalmology”), to Sandoz for upfront, all-cash consideration of $170.0 million plus an additional $17.8 million for CIMERLI product inventory and prepaid manufacturing assets (“Sale Transaction”). Proceeds from the divestiture received in March were used in April 2024 to pay down $175.0 million of the total principal balance of $250.0 million on the Company’s loan agreement that it entered into in January 2022 (see Note 13. Subsequent Events).

The Company’s product pipeline comprises the following three product candidates: CHS-1000, an antibody targeting ILT4; casdozokitug (CHS-388, formerly SRF388), an antibody targeting interleukin 27 (“IL-27”); and CHS-114 (formerly SRF114), a highly specific afucosylated immunoglobulin isotype G1 (“IgG1”) antibody targeting CCR8. In addition to the Company’s internally developed portfolio of product candidates, the Company has two product candidates, NZV930 and GSK4381562, which are exclusively licensed to Novartis Institutes for Biomedical Research, Inc. (“Novartis Institutes”) and GlaxoSmithKline Intellectual Property No. 4 Limited (“GSK”), respectively. The exclusive license of NZV930 to Novartis Institutes was terminated by Novartis Institutes with an effective date of October 2, 2024.

Basis of Consolidation

Use of Estimates

Cash, Cash Equivalents and Restricted Cash


(in thousands)	January 1,
At beginning of period:	2024		2023
Cash and cash equivalents	$	102,891	$	63,547
Restricted cash		452		440
Total cash, cash equivalents and restricted cash	$	103,343	$	63,987

	March 31,
At end of period:	2024		2023
Cash and cash equivalents	$	259,775	$	16,145
Restricted cash		452		440
Total cash, cash equivalents and restricted cash	$	260,227	$	16,585

Trade Receivables

Contingent Consideration

Stock-Based Compensation

Recent Accounting Pronouncements

The following are recent accounting pronouncements that the Company has not yet adopted:

Inventory

3 Months Ended

Mar. 31, 2024

Inventory

Inventory

4. Inventory

Inventory consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Raw materials	$	13,941	$	12,975
Work in process		90,400		82,588
Finished goods		23,282		34,537
Total	$	127,623	$	130,100

Inventory as of December 31, 2023 included $16.4 million related to the CIMERLI ophthalmology franchise (see Note 6. Acquisition and Disposition). Inventory is stated at the lower of cost or estimated net realizable value with cost determined under the first-in first-out method. The determination of excess or obsolete inventory requires judgment including consideration of many factors, such as estimates of future product demand, current and future market conditions, product expiration information, and potential product obsolescence, among others. During 2023, the Company recorded a $47.0 million charge for the write-down of slow moving YUSIMRY inventory, which included the recognition of $20.5 million in certain firm purchase commitments. Of this charge, $11.5 million was reflected in accrued and other current liabilities and $9.0 million in other liabilities, non-current as of December 31, 2023. As of March 31, 2024, $8.6 million of accrued YUSIMRY firm purchase commitments remained within accrued and other current liabilities.

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 March 31, 2024 and December 31, 2023, the non-current portion of inventory primarily consisted of raw materials and work in process inventory. The following table presents the inventory balance sheet classifications:


	March 31,		December 31,
(in thousands)	2024		2023
Inventory	$	61,978	$	62,605
Inventory, non-current		65,645		67,495
Total	$	127,623	$	130,100

Prepaid manufacturing of $7.5 million as of March 31, 2024 includes prepayments of $3.8 million to contract manufacturing organizations (“CMOs”) for manufacturing services, 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 $23.7 million as of December 31, 2023 included prepayments of $12.6 million to CMOs for manufacturing services, including $6.4 million related to the CIMERLI ophthalmology franchise (see Note 6. Acquisition and Disposition), and prepayments of $11.1 million to various CMOs for research and development pipeline programs.

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Common Stock At The Market Offering.	Common Stock	Additional Paid-In Capital At The Market Offering.	Additional Paid-In Capital	Accumulated Other Comprehensive Loss	Accumulated Deficit	At The Market Offering.	Total
Beginning Balances at Dec. 31, 2022		$ 8		$ 1,204,431	$ (249)	$ (1,341,608)		$ (137,418)
Beginning Balances (in shares) at Dec. 31, 2022		78,851,516
Net loss						(75,729)		(75,729)
Issuance of common stock upon exercise of stock options				103				103
Issuance of common stock upon exercise of stock options (in shares)		24,107
Issuance of common stock upon vesting of restricted stock units ("RSUs") (in shares)		771,167
Stock-based compensation expense				12,288				12,288
Issuance of common stock under Offering, net of issuance costs			$ 7,059				$ 7,059
Issuance of common stock under Offering, net of issuance costs (in shares)	1,131,450						1,131,450
Taxes paid related to net share settlement of RSUs				(2,781)				(2,781)
Taxes paid related to net share settlement of RSUs (in shares)		(289,944)
Other comprehensive gain (loss), net of tax					(29)			(29)
Ending Balances at Mar. 31, 2023		$ 8		1,221,100	(278)	(1,417,337)		(196,507)
Ending Balances (in shares) at Mar. 31, 2023		80,488,296
Beginning Balances at Dec. 31, 2023		$ 11		1,386,312	(248)	(1,579,500)		$ (193,425)
Beginning Balances (in shares) at Dec. 31, 2023		112,215,260						112,215,260
Net loss						102,875		$ 102,875
Issuance of common stock upon exercise of stock options				291				291
Issuance of common stock upon exercise of stock options (in shares)		174,651
Issuance of common stock upon vesting of restricted stock units ("RSUs") (in shares)		741,213
Stock-based compensation expense				7,677				7,677
Issuance of common stock under Offering, net of issuance costs			$ 1,507				$ 1,507
Issuance of common stock under Offering, net of issuance costs (in shares)	650,005						650,005
Taxes paid related to net share settlement of RSUs				(745)				(745)
Taxes paid related to net share settlement of RSUs (in shares)		(284,275)
Other comprehensive gain (loss), net of tax					(24)			(24)
Ending Balances at Mar. 31, 2024		$ 11		$ 1,395,042	$ (272)	$ (1,476,625)		$ (81,844)
Ending Balances (in shares) at Mar. 31, 2024		113,496,854						113,496,854

Balance Sheet Components (Tables)

3 Months Ended

Mar. 31, 2024

Organization and Operations

Schedule of Property and Equipment, Net

Property and equipment, net consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Machinery and equipment	$	13,124	$	13,124
Computer equipment and software		3,566		3,546
Furniture and fixtures		1,055		1,055
Leasehold improvements		5,751		5,751
Finance lease right of use assets		1,290		2,294
Total property and equipment		24,786		25,770
Accumulated depreciation and amortization		(20,598)		(20,651)
Property and equipment, net	$	4,188	$	5,119

Schedule of Goodwill and Intangible Assets, Net


	March 31,		December 31,
(in thousands)	2024		2023
Finite-lived assets, net of accumulated amortization of $812 and $639, as of March 31, 2024 and December 31, 2023, respectively	$	28,245	$	41,871
Indefinite-lived assets - in-process research and development		28,859		28,859
Goodwill		—		943
Total Intangible assets, net	$	57,104	$	71,673

Schedule of Accrued Liabilities

Accrued and other current liabilities consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Accrued commercial and research and development manufacturing	$	37,283	$	23,470
Accrued co-development costs and milestone payments		25,000		26,812
Accrued royalties		35,342		42,031
Accrued other		16,271		7,628
Lease liabilities, current		1,811		2,145
Contingent consideration, current		—		3,300
Total Accrued and other current liabilities	$	115,707	$	105,386

Schedule of Other Liabilities, Non-current


	March 31,		December 31,
(in thousands)	2024		2023
Contingent consideration, non-current	$	632	$	1,172
Deferred tax liability		1,102		1,102
Other		1,000		10,287
Total Other liabilities, non-current	$	2,734	$	12,561

Acquisition and Disposition (Tables)

3 Months Ended

Mar. 31, 2024

Acquisition and Disposition

Schedule of purchase price allocation to the estimated fair value of the net assets acquired


(in thousands)		Amounts Recognized at Acquisition Date
Assets Acquired
Cash and cash equivalents	$	6,997
Investments in marketable securities		21,791
Other prepaids and other assets		5,260
In-process research and development		26,239
Out-licenses		13,530
Total assets	$	73,817
Liabilities Assumed
Accrued and other current liabilities	$	7,722
Deferred tax liability		1,499
Total liabilities		9,221
Total net assets acquired	$	64,596

Schedule of amount allocated to identifiable intangible assets


(in thousands)	Useful lives		Fair Value at Acquisition Date
In-process research and development - casdozokitug	n/a	$	25,899
In-process research and development - CHS-114	n/a		340
Out-license - GSK	15 years		2,506
Out-license - Novartis Institutes	15 years		11,024
Total identifiable intangible assets		$	39,769

Revenue - Gross Revenues by Significant Customer as a Percentage of Total Gross Revenues (Details) - Net Product Revenue - Customer Concentration Risk	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
McKesson
Concentration Risk
Percentage of total gross revenue	42.00%	35.00%
Cencora (previously known as AmeriSource-Bergen Corporation)
Concentration Risk
Percentage of total gross revenue	42.00%	43.00%
Cardinal
Concentration Risk
Percentage of total gross revenue	14.00%	21.00%

Fair Value Measurements - Cost, Unrealized Gains or Losses, and Fair Value by Investment Type (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	$ 259,413	$ 104,324
Unrealized Gain		2
Unrealized (Loss)		(11)
Fair Value	259,413	104,315
Money market funds
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost	259,413	79,484
Fair Value	$ 259,413	79,484
U.S. government agency securities
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost		5,200
Unrealized (Loss)		(5)
Fair Value		5,195
U.S. treasury securities
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost		11,967
Unrealized Gain		2
Fair Value		11,969
Commercial paper and corporate notes
Cost, Unrealized Gains or Losses, and Fair Value by Investment
Cost		7,673
Unrealized (Loss)		(6)
Fair Value		$ 7,667

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 102,875	$ (75,729)
Other comprehensive income (loss):
Unrealized loss on available-for-sale securities, net of tax	(24)	(29)
Comprehensive income (loss)	$ 102,851	$ (75,758)

- 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 consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1A
-Subparagraph (a)
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-Section 45
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Reference 38: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 810
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-Paragraph 1A
-Subparagraph (c)(1)
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-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

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
	March 31,
(in thousands)	2024		2023
Cost of goods sold ⁽¹⁾	$	248	$	125
Research and development		2,194		5,461
Selling, general and administrative		4,877		6,696
Stock-based compensation expense	$	7,319	$	12,282

Stock-based compensation expense capitalized into inventory	$	394	$	131

Stockholders' Deficit

3 Months Ended

Mar. 31, 2024

Stockholders' Deficit

Stockholders' Deficit

10. Stockholders’ Deficit

Public Offering

On May 16, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company issued and sold an aggregate of 11,764,706 shares (the “Firm Shares”) of its common stock, par value $0.0001 per share, to the Underwriters (the “Public Offering”). Additionally, under the terms of the Underwriting Agreement, the Company granted the Underwriters an option, for 30 days from the date of the Underwriting Agreement, to purchase up to an additional 1,764,705 shares of common stock (the “Option Shares,” and together with the Firm Shares, the “Shares”), which the Underwriters elected to exercise in full. The price to the public in the Public Offering was $4.25 per share. The Underwriters agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price of $3.995 per share.

The Offering was made pursuant to a prospectus supplement and related prospectus filed with the SEC pursuant to the Company’s shelf registration statement on Form S-3 that was declared effective on November 17, 2022 (the “Registration Statement”) under which the Company may offer and sell up to $150.0 million in the aggregate of its common stock, preferred stock, debt securities, warrants and units from time to time in one or more offerings.

On May 18, 2023, the Company completed the sale and issuance of an aggregate of 13,529,411 Shares, including the exercise in full of the Underwriters’ option to purchase the Option Shares. The Company received net proceeds of approximately $53.6 million, after deducting the Underwriters’ discounts and commissions and offering expenses payable by the Company.

ATM Offering

On November 8, 2022, the Company filed the Registration Statement. Also on November 8, 2022, the Company entered into a sales agreement (“Sales Agreement”) with Cowen and Company, LLC (“TD Cowen”), pursuant to which the Company may issue and sell from time to time up to $150.0 million of its common stock through or to TD Cowen as the Company’s sales agent or principal in an at-the-market offering (“ATM Offering”).

On May 15, 2023, pursuant to an Amendment No. 1 to Sales Agreement and in connection with the Public Offering, the Company reduced the amount of shares that could be issued and sold pursuant to its ATM Offering with TD Cowen by $86.2 million, lowering the aggregate offering price under the Sales Agreement from $150.0 million to $63.8 million.

On September 11, 2023, pursuant to an Amendment No. 2 to Sales Agreement, the Company increased the amount of shares that could be issued and sold pursuant to its ATM Offering with TD Cowen by $28.7 million, increasing the aggregate offering price under the Sales Agreement from $63.8 million to $92.5 million.

The following table summarizes information regarding settlements under the ATM Offering:


	Three Months Ended March 31,
(in thousands, except share and per share data)	2024		2023
Number of common stock shares sold during the period		650,005		1,131,450
Weighted-average price per share	$	2.44	$	6.54
Gross proceeds	$	1,589	$	7,401
Less commissions and fees		(40)		(185)
Net proceeds after commissions and fees	$	1,549	$	7,216

As of March 31, 2024, the Company had approximately $64.9 million of its common stock remaining available for sales under the ATM Offering.

Debt Obligations - 2026 Convertible Notes Future Payments (Details) - Convertible Notes - 1.5% Convertible Senior Subordinated Notes due 2026 $ in Thousands	Mar. 31, 2024 USD ($)
Debt Instrument
Remainder of 2024 - interest only	$ 3,450
2026 - interest only	3,450
2027 - principal and interest	231,725
Total minimum payments	238,625
Less amount representing interest	(8,625)
2026 Convertible Notes, principal amount	230,000
Less unamortized debt discount and debt issuance costs	(2,780)
Net carrying amount	$ 227,220

Debt Obligations - 2026 Convertible Notes Interest Expense Components (Details) - 1.5% Convertible Senior Subordinated Notes due 2026 - Convertible Notes - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Instrument
Stated coupon interest	$ 863	$ 863
Amortization of debt discount and debt issuance costs	332	326
Total Interest expense	$ 1,195	$ 1,189

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Inventory - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Inventory
Inventory write-downs	$ 2,481	$ 3,241
Prepayment made for manufacturing services	7,498		$ 23,657
Prepayments made to a CMO for manufacturing services for UDENYCA	3,800		12,600
Prepayments made to a CMO For Other Research And Development Pipeline Program	3,700		11,100
Research And Development Expense	28,470	$ 34,154
YUSIMRY
Inventory
Certain firm purchase commitments			20,500
YUSIMRY \| Cost of Goods Sold
Inventory
Inventory write-downs			47,000
YUSIMRY \| Accrued and other current liabilities
Inventory
Certain firm purchase commitments, Short-term			11,500
Purchase commitments remaining amount	$ 8,600
YUSIMRY \| other liabilities, non-current
Inventory
Certain firm purchase commitments, Long-term			9,000
CIMERLI
Inventory
Payment related to sale transaction			6,400
CIMERLI \| Cost of Goods Sold
Inventory
Inventory write-downs			$ 16,400

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements

Fair Value Measurements

3. Fair Value Measurements

The fair values of financial instruments are classified into one of the following categories based upon the lowest level of input that is significant to the fair value measurement:

●

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.

The fair values of cash equivalents approximate their carrying values due to the short-term nature of such financial instruments.

Unrealized gains and losses on available-for-sale debt 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 available-for-sale debt 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, if any, on available-for-sale securities are included in other income (expense), net, in the condensed consolidated statements of operations based on the specific identification method.

In connection with the acquisition (the “Surface Acquisition”) of Surface Oncology, Inc. (“Surface”) on September 8, 2023 (see Note 6. Acquisition and Disposition), the Company recorded a contingent consideration liability related to CVRs issued in connection with the acquisition. The fair value of the CVR liability was determined using a Monte Carlo simulation-based model discounted to present value and represents a Level 3 measurement within the fair value hierarchy. Assumptions used in this calculation include estimated revenue, discount rate and various probability factors. If different assumptions were used for the various inputs, the estimated fair value could be significantly higher or lower than the fair value the Company determined. For example, increases in discount rates and the time to payment may result in lower fair value measurements. There is no assurance that any of the conditions for payment of the CVR liability will be met. During the three months ended March 31, 2024, the Company impaired the out-licensed partnership program with Novartis Institutes (NZV930), which resulted in a net impairment charge of $6.8 million in selling, general and administrative expenses in the condensed consolidated statements of operations relating to the write-off of the net carrying value of the Novartis Institutes out-license intangible asset of $10.6 million and the final remeasurement of the CVR liability of $3.8 million to its fair value of zero. The remaining CVR liability associated with GSK of $0.5 million and other contingent consideration are recorded in other liabilities, non-current on the condensed consolidated balance sheets at March 31, 2024.


	Fair Value Measurements
	March 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	259,413	$	—	$	—	$	259,413
Prepaid financial instrument in Prepaid manufacturing⁽²⁾		—		—		432		432
Total	$	259,413	$	—	$	432	$	259,845
Financial Liabilities:
Contingent consideration	$	—	$	—	$	632	$	632


	Fair Value Measurements
	December 31, 2023
(in thousands)	Level 1		Level 2		Level 3		Total
Financial Assets:
Cash equivalents⁽¹⁾	$	88,460	$	998	$	—	$	89,458
Marketable debt securities:
U.S. government agency securities		5,195		—		—		5,195
U.S. treasury securities		2,993		—		—		2,993
Commercial paper and corporate notes		—		6,669		—		6,669
Prepaid financial instrument in Prepaid manufacturing⁽²⁾		—		—		625		625
Total	$	96,648	$	7,667	$	625	$	104,940
Financial Liabilities:
Contingent consideration	$	—	$	—	$	4,472	$	4,472

(1)	Cash equivalents consist of money market funds, U.S treasury securities and commercial paper and corporate notes with original maturities of 90 days or less.

(2)	Relates to Optional Stock Purchase Agreement as described in the Company’s 2023 Form 10-K.

The cost, unrealized gains or losses, and fair value by investment type are summarized as follows:


	March 31, 2024
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	259,413	$	—	$	—	$	259,413
Total	$	259,413	$	—	$	—	$	259,413


	December 31, 2023
(in thousands)	Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
Money market funds	$	79,484	$	—	$	—	$	79,484
U.S. government agency securities		5,200		—		(5)		5,195
U.S. treasury securities		11,967		2		—		11,969
Commercial paper and corporate notes		7,673		—		(6)		7,667
Total	$	104,324	$	2	$	(11)	$	104,315

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Inventory

Schedule of Inventory

Inventory consisted of the following:


	March 31,		December 31,
(in thousands)	2024		2023
Raw materials	$	13,941	$	12,975
Work in process		90,400		82,588
Finished goods		23,282		34,537
Total	$	127,623	$	130,100

Schedule of Balance Sheet Classification


	March 31,		December 31,
(in thousands)	2024		2023
Inventory	$	61,978	$	62,605
Inventory, non-current		65,645		67,495
Total	$	127,623	$	130,100

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2024	Apr. 30, 2024
Cover [Abstract]
Document Type	10-Q
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-36721
Entity Registrant Name	Coherus BioSciences, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-3615821
Entity Address, Address Line One	333 Twin Dolphin Drive
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Redwood City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94065
City Area Code	650
Local Phone Number	649-3530
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	CHRS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		114,725,740
Entity Central Index Key	0001512762
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false
Document Quarterly Report	true

Acquisition and Disposition -Additional Information (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Sep. 08, 2023 USD ($) item $ / shares shares	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 01, 2024 USD ($)	Dec. 31, 2023 USD ($)
Surface Acquisition
Cash consideration				$ 170,000
Additional consideration				17,800
Pretax profit (loss)		$ 102,875	$ (75,729)
Income under TSA		300
TSA receivables, net (Note 6)		32,194
TSA payables and other accrued liabilities		30,770
Goodwill					$ 943
Net impairment charge		6,772
Finite-lived assets, net of accumulated amortization of $812 and $639, as of March 31, 2024 and December 31, 2023, respectively		28,245			41,871
Contingent consideration, current					$ 3,300
Out-license - Novartis Institutes
Surface Acquisition
Impairment charge		10,600
CIMERLI Ophthalmology Franchise [Member] \| Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Surface Acquisition
Cash consideration		187,800		170,000
Additional consideration				$ 17,800
Gain on sale transaction		153,600
Retention bonus		11,100
Pretax profit (loss)		7,400	$ (3,900)
Acquisition related costs		7,200
Surface Acquisition
Surface Acquisition
Business Combination, Number of Shares Issued in Exchange of Each Share of Acquiree \| shares	0.1960
Share price \| $ / shares	$ 5.2831
Contingent value right per share \| item	1
Contingent value rights payment period	10 years
Goodwill	$ 0
Business Combination, Number of Out Licensed Partnership Program \| item	2
Fair value of the contingent consideration		3,800
Contingent consideration, current		0
Surface Acquisition \| Out-license - Novartis Institutes
Surface Acquisition
Net impairment charge		$ 6,800
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Selling General And Administrative Expense
Impairment charge		$ 10,600
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]		Selling General And Administrative Expense
Surface Acquisition \| Surface GSK Agreement
Surface Acquisition
Milestone and royalty based CVR payments (as percent)	70.00%
Surface Acquisition \| Surface's SRF114 proprietary drug product candidate
Surface Acquisition
Upfront payment based CVR payments (as percent)	25.00%
Surface Acquisition \| Surface's SRF388 proprietary drug product candidate
Surface Acquisition
Upfront payment based CVR payments (as percent)	50.00%

Acquisition and Disposition - Estimated fair value of the net assets acquired (Details) - Surface Acquisition $ in Thousands	Sep. 08, 2023 USD ($)
Assets Acquired
Cash and cash equivalents	$ 6,997
Investments in marketable securities	21,791
Other prepaids and other assets	5,260
Identifiable intangible assets	39,769
Total assets	73,817
Liabilities Assumed
Accrued and other current liabilities	7,722
Deferred tax liability	1,499
Total liabilities	9,221
Total net assets acquired	64,596
Out-licenses
Assets Acquired
Identifiable intangible assets	13,530
In-process research and development
Assets Acquired
Identifiable intangible assets	$ 26,239

Debt Obligations - Summary of Debt Obligations (Details) - Level 2 - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
2027 Term Loans
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount	$ 250,000	$ 250,000
Less unamortized debt discount and debt issuance costs	(2,548)	(3,519)
Net carrying amount	247,452	246,481
Estimated Fair Value	247,452	246,481
1.5% Convertible Senior Subordinated Notes due 2026
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Principal amount	230,000	230,000
Less unamortized debt discount and debt issuance costs	(2,780)	(3,112)
Net carrying amount	227,220	226,888
Estimated Fair Value	$ 142,888	$ 150,155

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Balance Sheet Components - Other Liabilities, Non-current (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Balance Sheet Components
Contingent consideration, non-current	$ 632	$ 1,172
Deferred tax liability	1,102	1,102
Other	1,000	10,287
Total Other liabilities, non-current	$ 2,734	$ 12,561

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions		3 Months Ended
	Mar. 01, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property and Equipment, Net
Depreciation and amortization expense related to property and equipment, net		$ 0.6	$ 0.9
Software implementation costs		3.2		$ 3.2
Goodwill, Written off	$ 0.9
Out-license - Novartis Institutes
Property and Equipment, Net
Impairment of Intangible Assets, Finite-lived		$ 10.6

Revenue - Net Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue - Net Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Revenue
Net revenue	$ 77,063	$ 32,436
Total net product revenue
Revenue
Net revenue	76,743	32,353
UDENYCA
Revenue
Net revenue	42,667	26,179
CIMERLI
Revenue
Net revenue	28,194	6,174
YUSIMRY
Revenue
Net revenue	3,894
LOQTORZI
Revenue
Net revenue	1,988
Other
Revenue
Net revenue	$ 320	$ 83

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- 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

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-Topic 924
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-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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-Topic 280
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Acquisition and Disposition - The amount allocated to identifiable intangible assets (Details) - Surface Acquisition $ in Thousands	Sep. 08, 2023 USD ($)
Surface Acquisition
Identifiable intangible assets	$ 39,769
Out-license - GSK
Surface Acquisition
Identifiable intangible assets	$ 2,506
Useful Lives	15 years
Out-license - Novartis Institutes
Surface Acquisition
Identifiable intangible assets	$ 11,024
Useful Lives	15 years
In-process research and development - casdozokitug
Surface Acquisition
Identifiable intangible assets	$ 25,899
In-process research and development - SRF 114
Surface Acquisition
Identifiable intangible assets	$ 340

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 259,775	$ 102,891
Investments in marketable securities		14,857
Trade receivables, net	251,951	260,522
TSA receivables, net (Note 6)	32,194
Inventory	61,978	62,605
Prepaid manufacturing	7,498	23,657
Other prepaids and current assets	14,081	11,099
Total current assets	627,477	475,631
Property and equipment, net	4,188	5,119
Inventory, non-current	65,645	67,495
Intangible assets, net	57,104	71,673
Other assets, non-current	9,131	9,686
Total assets	763,545	629,604
Current liabilities:
Accounts payable	38,289	35,219
Accrued rebates, fees and reserves	155,775	169,645
TSA payables and other accrued liabilities (Note 6)	30,770
Accrued compensation	22,762	21,521
Accrued and other current liabilities	115,707	105,386
Term loans, current	175,000
Total current liabilities	538,303	331,771
Term loans, non-current	72,452	246,481
Convertible notes	227,220	226,888
Lease liabilities, non-current	4,680	5,328
Other liabilities, non-current	2,734	12,561
Total liabilities	845,389	823,029
Commitments and contingencies (Note 9)
Stockholders' deficit:
Common stock ($0.0001 par value; shares authorized: 300,000,000; shares issued and outstanding: 113,496,854 and 112,215,260 at March 31, 2024 and December 31, 2023, respectively)	11	11
Additional paid-in capital	1,395,042	1,386,312
Accumulated other comprehensive loss	(272)	(248)
Accumulated deficit	(1,476,625)	(1,579,500)
Total stockholders' deficit	(81,844)	(193,425)
Total liabilities and stockholders' deficit	$ 763,545	$ 629,604