0001356576-21-000095 | 10-Q | XBRL Viewer | Supernus Pharmaceuticals INC

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Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 30, 2021	Nov. 01, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	001-35518
Entity Registrant Name	SUPERNUS PHARMACEUTICALS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2590184
Entity Address, Address Line One	9715 Key West Avenue
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	838-2500
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Entity Common Stock, Shares Outstanding		53,180,768
Trading Symbol	SUPN
Security Exchange Name	NASDAQ
Entity Central Index Key	0001356576
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 215,281	$ 288,640
Marketable securities	228,571	133,893
Accounts receivable, net	133,676	140,877
Inventories, net	60,155	48,325
Prepaid expenses and other current assets	30,692	18,682
Total current assets	668,375	630,417
Long term marketable securities	405,479	350,359
Property and equipment, net	16,471	37,824
Intangible assets, net	346,619	364,342
Goodwill	77,963	77,911
Other assets	40,133	43,249
Total assets	1,555,040	1,504,102
Current liabilities
Accounts payable and accrued liabilities	72,286	78,934
Accrued product returns and rebates	132,048	126,192
Contingent consideration, current portion	23,570	30,900
Other current liabilities	6,807	9,082
Total current liabilities	234,711	245,108
Convertible notes, net	374,788	361,751
Contingent consideration, long term	45,480	45,800
Operating lease liabilities, long term	37,261	28,579
Deferred income tax liabilities	34,146	35,215
Other liabilities	18,186	42,791
Total liabilities	744,572	759,244
Stockholders’ equity
Common stock, $0.001 par value; 130,000,000 shares authorized; 53,180,643 and 52,868,482 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	53	53
Additional paid-in capital	428,726	409,332
Accumulated other comprehensive earnings, net of tax	4,209	8,975
Retained earnings	377,480	326,498
Total stockholders’ equity	810,468	744,858
Total liabilities and stockholders’ equity	$ 1,555,040	$ 1,504,102

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Stockholders’ equity
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock shares authorized (in shares)	130,000,000	130,000,000
Common stock shares issued (in shares)	53,180,643	53,180,643
Common stock shares outstanding (in shares)	52,868,482	52,868,482

Condensed Consolidated Statements of Earnings - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2021

Sep. 30, 2020

Sep. 30, 2021

Sep. 30, 2020

Revenues

Total revenues

$ 148,464

$ 155,135

$ 420,725

$ 376,840

Costs and expenses

Cost of goods sold

^[1]

18,085

21,388

58,067

33,926

Research and development

19,654

16,839

69,389

58,023

Selling, general and administrative

72,032

54,460

203,024

144,177

Amortization of intangible assets

6,009

6,108

17,964

9,814

Contingent consideration expense (gain)

200

(7,650)

200

Total costs and expenses

115,860

98,995

340,794

246,140

Operating earnings

32,604

56,140

79,931

130,700

Other income (expense)

Interest expense

(5,925)

(6,088)

(17,489)

(17,658)

Interest and other income, net

2,281

2,659

8,682

15,913

Total other expense

(3,644)

(3,429)

(8,807)

(1,745)

Earnings before income taxes

28,960

52,711

71,124

128,955

Income tax expense

7,398

12,714

20,142

32,773

Net earnings

$ 21,562

$ 39,997

$ 50,982

$ 96,182

Earnings per share

Basic (in dollars per share)

$ 0.41

$ 0.76

$ 0.96

$ 1.83

Diluted (in dollars per share)

$ 0.40

$ 0.74

$ 0.94

$ 1.79

Weighted-average shares outstanding

Basic (in shares)

53,187,764

52,658,850

53,053,441

52,583,891

Diluted (in shares)

54,334,794

53,762,642

54,301,461

53,663,273

Net product sales

Revenues

Total revenues

$ 145,532

$ 152,133

$ 412,541

$ 368,607

Royalty revenues

Revenues

Total revenues

$ 2,932

$ 3,002

$ 8,184

$ 8,233

[1]	Excludes amortization of acquired intangible assets

Condensed Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Net earnings	$ 21,562	$ 39,997	$ 50,982	$ 96,182
Other comprehensive earnings
Unrealized (loss) gain on marketable securities, net of tax	(1,224)	(1,659)	(4,766)	2,283
Other comprehensive (loss) income	(1,224)	(1,659)	(4,766)	2,283
Comprehensive earnings	$ 20,338	$ 38,338	$ 46,216	$ 98,465

- Definition

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

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+ Details

Condensed Consolidated Statements of Changes in Stockholder's Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Earnings (Loss)	Retained Earnings
Balance (in shares) at Dec. 31, 2019		52,533,348
Balance at Dec. 31, 2019	$ 595,428	$ 53	$ 388,410	$ 7,417	$ 199,548
Increase (Decrease) in Stockholders' Equity
Share-based compensation	3,988		3,988
Issuance of common stock in connection with the Company’s equity award plans (in shares)		3,811
Issuance of common stock under the Company’s equity award plans	32		32
Net earnings	21,518				21,518
Unrealized loss on marketable securities, net of tax	(7,583)			(7,583)
Balance (in shares) at Mar. 31, 2020		52,537,159
Balance at Mar. 31, 2020	613,383	$ 53	392,430	(166)	221,066
Balance (in shares) at Dec. 31, 2019		52,533,348
Balance at Dec. 31, 2019	595,428	$ 53	388,410	7,417	199,548
Increase (Decrease) in Stockholders' Equity
Net earnings	96,182
Unrealized loss on marketable securities, net of tax	2,283
Balance (in shares) at Sep. 30, 2020		52,670,121
Balance at Sep. 30, 2020	708,879	$ 53	403,396	9,700	295,730
Balance (in shares) at Mar. 31, 2020		52,537,159
Balance at Mar. 31, 2020	613,383	$ 53	392,430	(166)	221,066
Increase (Decrease) in Stockholders' Equity
Share-based compensation	4,962		4,962
Issuance of common stock in connection with the Company’s equity award plans (in shares)		86,925
Issuance of common stock under the Company’s equity award plans	1,437		1,437
Net earnings	34,667				34,667
Unrealized loss on marketable securities, net of tax	11,525			11,525
Balance (in shares) at Jun. 30, 2020		52,624,084
Balance at Jun. 30, 2020	665,974	$ 53	398,829	11,359	255,733
Increase (Decrease) in Stockholders' Equity
Share-based compensation	4,490		4,490
Issuance of common stock in connection with the Company’s equity award plans (in shares)		46,037
Issuance of common stock under the Company’s equity award plans	77		77
Net earnings	39,997				39,997
Unrealized loss on marketable securities, net of tax	(1,659)			(1,659)
Balance (in shares) at Sep. 30, 2020		52,670,121
Balance at Sep. 30, 2020	708,879	$ 53	403,396	9,700	295,730
Balance (in shares) at Dec. 31, 2020		52,868,482
Balance at Dec. 31, 2020	744,858	$ 53	409,332	8,975	326,498
Increase (Decrease) in Stockholders' Equity
Share-based compensation	4,371		4,371
Issuance of common stock in connection with the Company’s equity award plans (in shares)		125,655
Issuance of common stock under the Company’s equity award plans	2,247		2,247
Net earnings	5,694				5,694
Unrealized loss on marketable securities, net of tax	(2,726)			(2,726)
Balance (in shares) at Mar. 31, 2021		52,994,137
Balance at Mar. 31, 2021	754,444	$ 53	415,950	6,249	332,192
Balance (in shares) at Dec. 31, 2020		52,868,482
Balance at Dec. 31, 2020	744,858	$ 53	409,332	8,975	326,498
Increase (Decrease) in Stockholders' Equity
Net earnings	50,982
Unrealized loss on marketable securities, net of tax	(4,766)
Balance (in shares) at Sep. 30, 2021		53,180,643
Balance at Sep. 30, 2021	810,468	$ 53	428,726	4,209	377,480
Balance (in shares) at Mar. 31, 2021		52,994,137
Balance at Mar. 31, 2021	754,444	$ 53	415,950	6,249	332,192
Increase (Decrease) in Stockholders' Equity
Share-based compensation	5,476		5,476
Issuance of common stock in connection with the Company’s equity award plans (in shares)		150,622
Issuance of common stock under the Company’s equity award plans	2,749		2,749
Net earnings	23,726				23,726
Unrealized loss on marketable securities, net of tax	(816)			(816)
Balance (in shares) at Jun. 30, 2021		53,144,759
Balance at Jun. 30, 2021	785,579	$ 53	424,175	5,433	355,918
Increase (Decrease) in Stockholders' Equity
Share-based compensation	4,027		4,027
Issuance of common stock in connection with the Company’s equity award plans (in shares)		35,884
Issuance of common stock under the Company’s equity award plans	524		524
Net earnings	21,562				21,562
Unrealized loss on marketable securities, net of tax	(1,224)			(1,224)
Balance (in shares) at Sep. 30, 2021		53,180,643
Balance at Sep. 30, 2021	$ 810,468	$ 53	$ 428,726	$ 4,209	$ 377,480

- Definition

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

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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-URI http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net earnings	$ 50,982	$ 96,182
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	19,888	12,621
Navitor investment R&D expense	15,000	0
Amortization of deferred financing costs and debt discount	13,037	12,351
Realized gains from sales of marketable securities	(221)	(3,636)
Amortization of premium/discount on marketable securities	(845)	(3,217)
Change in fair value of contingent consideration	(7,650)	200
Other noncash adjustments, net	(22)	794
Share-based compensation expense	13,874	13,440
Deferred income tax provision	(479)	(280)
Changes in operating assets and liabilities:
Accounts receivable	7,352	(26,840)
Inventories	(9,331)	(5,437)
Prepaid expenses and other assets	(13,351)	(11,734)
Accrued product returns and rebates	5,856	21,166
Accounts payable and other liabilities	(15,726)	856
Net cash provided by operating activities	78,364	106,466
Cash flows from investing activities
Purchases of marketable securities	(307,634)	(87,890)
Sales and maturities of marketable securities	152,546	319,421
Purchase of property and equipment and deferred legal fees paid	(2,005)	(3,375)
Acquisition of USWM, net of cash acquired	(950)	(297,200)
Investment in Navitor Pharmaceuticals, Inc.	0	(15,000)
Net cash used in investing activities	(158,043)	(84,044)
Cash flows from financing activities
Proceeds from issuance of common stock	5,520	1,546
Proceeds from governmental loan and grant	800	0
Payments on finance lease liability	0	(1,056)
Net cash provided by financing activities	6,320	490
Net change in cash and cash equivalents	(73,359)	22,912
Cash and cash equivalents at beginning of year	288,640	181,381
Cash and cash equivalents at end of period	215,281	204,293
Supplemental cash flow information
Cash paid for interest on convertible notes	1,887	2,516
Cash paid for income taxes	25,111	42,284
Cash paid for operating leases	7,613	5,152
Noncash investing and financing activities
Contingent consideration liability accrued in USWM Acquisition	0	115,900
Lease assets and tenant receivable obtained for new leases	4,120	25,225
Deferred legal fees and fixed assets included in accounts payable and accrued expenses	$ 186	$ 352

Business Organization	9 Months Ended
Business Organization	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Organization	Business Organization Supernus Pharmaceuticals, Inc. (the Company) is a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system (CNS) diseases. The Company's diverse neuroscience portfolio includes approved treatments for epilepsy, migraine, attention-deficit hyperactivity disorder (ADHD), hypomobility in Parkinson’s Disease (PD), cervical dystonia, and chronic sialorrhea. The Company is also developing a broad range of novel CNS product candidates including new potential treatments for ADHD, hypomobility in PD, epilepsy, depression, and rare CNS disorders. Commercial Products •Trokendi XR® (topiramate) is the first once-daily extended release topiramate product indicated for the treatment of epilepsy in the United States (U.S.) market. It is also indicated for the prophylaxis of migraine headache. •Oxtellar XR® (oxcarbazepine) is indicated as therapy for partial onset seizures in adults and children 6 years to 17 years of age and is the first once-daily extended-release oxcarbazepine product indicated for the treatment of epilepsy in the U.S. •QelbreeTM (viloxazine extended-release capsules) is a novel non-stimulant product indicated for the treatment of ADHD in pediatric patients 6 to 17 years of age. •APOKYN® (apomorphine hydrochloride injection) is a product indicated for the acute, intermittent treatment of hypomobility or "off" episodes ("end-of-dose wearing off" and unpredictable "on-off" episodes) in patients with advanced PD. •MYOBLOC® (rimabotulinumtoxinB) is a product indicated for the treatment of cervical dystonia and sialorrhea in adults, and it is the only Type B toxin available on the market. •XADAGO® (safinamide) is a once-daily product indicated as adjunctive treatment to levodopa/carbidopa in patients with PD experiencing "off" episodes. Product Candidates •Qelbree (viloxazine, extended-release capsules; SPN-812) is a novel non-stimulant product candidate for the treatment of ADHD in adult patients. The U.S. Food and Drug Administration (FDA) acknowledged it has received the supplemental new drug application (sNDA) for Qelbree for the treatment of ADHD in adult patients. The sNDA has a user fee goal date (PDUFA date) of April 29, 2022. •SPN-830 (Apomorphine Infusion Pump) is a late-stage drug/device combination product candidate for the continuous prevention of "off" episodes in PD. •SPN-817 is a novel product candidate for the treatment of severe epilepsy. •SPN-820 is a first-in-class product candidate for treatment resistant depression (TRD). It is an orally active small molecule that directly activates brain mechanistic target of rapamycin complex 1 (mTORC1). On October 10, 2021, the Company entered into an Agreement and Plan of Merger by and among the Company, Adamas Pharmaceuticals, Inc. and Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of the Company. Refer to Note 16, Subsequent Events, for further discussion. In April 2021, the U.S. Food and Drug Administration (FDA) approved Qelbree (SPN-812) for the treatment of ADHD in pediatric patients 6 to 17 years of age. In May 2021, the Company launched Qelbree in the U.S. On September 2, 2021, the FDA acknowledged receiving the supplemental new drug application (sNDA) for SPN-812 for adult patients with ADHD and assigned a user fee goal date (PDUFA date) of April 29, 2022. On April 28, 2020, the Company entered into a Sale and Purchase Agreement with US WorldMeds Partners, LLC to acquire the CNS portfolio of USWM Enterprises, LLC (USWM Enterprises) (USWM Acquisition). With the acquisition, completed on June 9, 2020, the Company added three established commercial products, APOKYN, XADAGO, and MYOBLOC, and a product candidate in late-stage development, SPN-830, to its portfolio. Refer to Note 3, USWM Acquisition, for further discussion on the USWM Acquisition. In the second quarter of 2021 and within one year from the Closing Date, the Company finalized its accounting for the business combination, including the purchase price allocation. On April 21, 2020, the Company entered into a Development and Option Agreement (Development Agreement) with Navitor Pharmaceuticals, Inc. (Navitor Inc.) and also acquired an ownership position in Navitor Inc. Under the terms of the Development Agreement, the Company and Navitor Inc. will jointly conduct a Phase II clinical program for NV-5138 (SPN-820) in TRD. In March 2021, Navitor Inc. underwent a legal restructuring whereby Navitor Inc. became a wholly owned subsidiary of a newly formed limited liability company, Navitor Pharmaceuticals, LLC (Navitor LLC). Refer to Note 5, Investments, for further discussion on the Development Agreement and equity investment. COVID-19 Impact While the impact of the ongoing COVID-19 pandemic did not have a material adverse effect on the Company's financial position or results of operations for the three and nine months ended September 30, 2021. The Company continues to closely monitor the events and circumstances surrounding the COVID-19 pandemic and its impact on all aspects of our business operations. Since the situation surrounding the COVID-19 pandemic remains fluid and the duration uncertain, the long-term nature and extent of the impacts of the pandemic on the Company's business operations and financial position cannot be reasonably estimated at this time.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2021
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) for interim financial information. As permitted under Generally Accepted Accounting Principles in the United States (U.S. GAAP), certain notes and other information have been omitted from the interim unaudited condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, for the year ended December 31, 2020, filed with the SEC. In management’s opinion, the condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results of operations for any interim period are not necessarily indicative of the Company’s future quarterly or annual results. The Company, which is primarily located in the U.S., operates in one operating segment. Reclassifications Certain prior year amounts presented as separate noncash line items in the condensed consolidated statements of cash flows have been reclassified to conform to the current year condensed financial statement presentation. These reclassifications had no effect on operating cash flows or on our other condensed consolidated financial statements for the three and nine months ended September 30, 2021 and 2020. Consolidation The Company’s condensed consolidated financial statements include those of the Company's wholly-owned subsidiaries and variable interest entities (VIE) where the Company is the primary beneficiary, if any. All significant intercompany transactions and balances have been eliminated in consolidation. The Company continuously assesses whether it is the primary beneficiary of a VIE, as changes to existing relationships or future transactions may affect its conclusions. Use of Estimates The Company bases its estimates on: historical experience; forecasts; information received from its service providers; information from other sources, including public and proprietary sources; and other assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from the Company’s estimates. The Company periodically evaluates the methodologies employed in making its estimates. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition and results of operations is highly uncertain and subject to change. As a result, certain of our estimates and assumptions, including the provision for sales deductions, the creditworthiness of customers entering into revenue arrangements, and the fair values of our financial instruments, require increased judgment and carry a higher degree of variability and volatility that could result in material changes to our estimates in future periods. Advertising Expense Advertising expense includes the cost of promotional materials and activities, such as printed materials and digital marketing, marketing programs and speaker programs. The cost of the Company's advertising efforts are expensed as incurred. The Company incurred approximately $22.6 million and $59.7 million in advertising expense for the three and nine months ended September 30, 2021, respectively, and approximately $15.4 million and $37.9 million for the three and nine months ended September 30, 2020, respectively. These expenses are recorded as a component of Selling, general and administrative expenses in the condensed consolidated statements of earnings. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes - The new standard, issued in December 2019, simplifies the accounting for income taxes. The Company adopted the guidance on January 1, 2021, on a prospective basis. The adoption of the new standard did not have a material impact to the financial statements. ASU 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 - The new standard, issued in January 2020, clarifies the interaction of the equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain contracts and purchased options accounted for under Topic 815. The amendment clarifies that an entity can elect to adopt the measurement alternative, which is if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred before applying or upon discontinuing the equity method. The adoption of the new standard as of January 1, 2021 did not have a material impact to the financial statements. New Accounting Pronouncements Not Yet Adopted ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity - The new standard, issued in August 2020, simplifies the accounting and disclosures for convertible instruments and contracts. This guidance will be effective on January 1, 2022 on a prospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

USWM Acquisition

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

USWM Acquisition

USWM AcquisitionOn June 9, 2020 (the Closing Date), the Company completed its acquisition of all of the outstanding equity of USWM Enterprises LLC (USWM Enterprises), a privately-held biopharmaceutical company, pursuant to a Sale and Purchase Agreement with US WorldMeds Partners, LLC (Seller), dated April 28, 2020 (the Agreement). Under the terms of the Agreement, the Company acquired the right to further develop and commercialize APOKYN, XADAGO, and the Apomorphine Infusion Pump (SPN-830; the In Process Research and Development (IPR&D) asset) in the U.S. and MYOBLOC worldwide (the Products) for an upfront cash payment of $297.2 million, subject to working capital adjustments, and the potential for additional contingent consideration payments of up to $230 million. In the second quarter of 2021 and within one year from the Closing Date, the Company finalized its accounting for the business combination, including the purchase price allocation.

The potential $230 million in contingent consideration payments includes up to $130 million for the achievement of certain SPN-830 regulatory and commercial activities (regulatory and developmental contingent consideration payments) and up to $100 million related to future sales performance of the Products (sales-based contingent consideration payments). The regulatory and developmental contingent consideration payments include a $25 million milestone due upon the FDA's acceptance of the SPN-830 New Drug Application (NDA) for review. The remaining $105 million of the $130 million regulatory and developmental contingent consideration includes payments upon the FDA's regulatory approval and subsequent commercial launch by the Company of SPN-830, if approved. One of the regulatory milestones has a time-based mechanism for full or partial achievement. The $100 million sales-based contingent consideration payments include a $35 million milestone due upon achievement of certain U.S. net product sales of APOKYN during 2021. The remaining $65 million of the $100 million sales-based contingent consideration payments relate to the achievement of certain net product sales of the Products in 2022 and 2023. Refer to “Contingent Consideration” section below for further discussion.

Purchase Price Consideration

The following table summarizes the purchase price consideration (unaudited):


	Amount
Cash consideration	$	306,485
Fair value of contingent consideration	74,800
Total purchase consideration	$	381,285

Cash consideration to Seller - net of cash acquired	$	299,491

Contingent Consideration

In addition to the cash paid to the Seller, contingent payments of up to $230 million are also due to the Seller upon the achievement of certain milestones related to the development of SPN-830 and sale of the Products. The possible outcomes for the contingent consideration range from $0, if no milestone is achieved, to $230 million on an undiscounted basis if all milestones are achieved.

The Company initially recorded a contingent consideration liability of $115.7 million as of the Closing Date to reflect the estimated fair value of the contingent consideration based on information available at that time. The estimated fair value of the contingent consideration was determined using a Monte Carlo simulation for the sales-based contingent consideration payments and an income approach for the regulatory and developmental contingent consideration payments. The key assumptions considered in estimating the fair value include the estimated probability and timing of milestone achievement, such as the probability and timing of obtaining regulatory approval, discount rate, the estimated revenue volatility and the estimated amount and timing of projected revenues from the Products. Subsequent to the Closing Date, the Company adjusted the contingent consideration fair value based on new information related to the facts and circumstances that existed as of the acquisition date related to the timing of meeting the conditions of the milestone payments that are contingent upon regulatory approval and commercial launch of the acquired IPR&D asset as well as the estimated timing of projected revenues from the Products. As a result, the Company recorded in the fourth quarter of 2020, a measurement period adjustment of $40.9 million, which decreased the estimated fair value of the contingent consideration liability as of the Closing Date to $74.8 million. Refer to contingent consideration discussion in Note 6, Fair Value of Financial Instruments and Contingent Consideration.

Fair Value of Net Assets Acquired

The following table presents the total purchase price and the fair value of assets acquired and liabilities assumed as of the Closing Date (unaudited, dollars in thousands):


	Fair Value
Cash and cash equivalents	$	6,994
Accounts receivable, net	18,474
Inventories, net	11,600
Prepaid expenses and other current assets	3,564
Property and equipment, net	454
Operating lease asset (1)	11,029
Intangible assets	355,000
Other assets	340
Total fair value of assets acquired	407,455
Accounts payable	(2,573)
Accrued expenses and other current liabilities	(23,339)
Operating lease liability (1)	(11,029)
Deferred income tax liabilities, net (2)	(67,192)
Total fair value of liabilities assumed	(104,133)
Total identifiable net assets	$	303,322
Goodwill	77,963
Total purchase price	$	381,285

______________________________

(1) Refer to Note 12, Leases, for further discussion of the acquired lease asset and assumed lease liability.

(2) Includes tax attributes that are subject to tax limitations.

Acquired Inventory

The fair value of the inventory was determined using the comparative sales method, which estimated the expected sales price of the product, reduced by all costs expected to be incurred to complete or to dispose of the inventory, as well as a profit on the sale.

Acquired Intangible Assets

The acquired intangible assets include the acquired IPR&D asset and the acquired developed technology and product rights. The Company determined the fair value of the acquired intangible assets as of the Closing Date using the income approach. The fair value measurements of the acquired intangible assets were determined based on significant unobservable inputs and therefore, represent a Level 3 fair value measurement. Some of the more significant inputs and assumptions used in the intangible assets valuation include: the timing and probability of success of clinical and regulatory approvals for the IPR&D asset, the estimated future cash flows from Product sales, the timing and projection of costs and expenses, discount rates and tax rates.

The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (unaudited, dollars in thousands):


	Fair Value		Estimated Useful Lives as of Closing Date (in years)
Acquired IPR&D	$	124,000	n/a
Acquired developed technology and product rights	231,000		10.5 - 12.5
Total intangible assets	$	355,000

Acquired intangible assets, excluding the acquired IPR&D asset, are amortized over their estimated useful lives on a straight-line basis. The IPR&D asset is considered indefinite-lived, until the successful completion or abandonment of the associated research and development efforts.

Goodwill

Goodwill was calculated as the excess of the consideration paid consequent to completing the acquisition, compared to the net assets recognized. Goodwill represents the future economic benefits from the other acquired assets, and which could not be individually identified and separately valued. Goodwill is primarily attributable to the additional acquired growth platforms and an expanded revenue base. Goodwill is not deductible for tax purposes.

MDD Enterprises Operations

The operations of MDD US Enterprises, LLC ("MDD Enterprises") (formerly USWM Enterprises, LLC) and its subsidiaries have been included in the Company's condensed consolidated statements of earnings for the period subsequent to the Closing Date. The following table summarizes the total revenues for MDD Enterprises, (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Net product sales	$	32,499	$	40,863	$	96,205	$	51,493

The Company is unable to provide the results of operations attributable to MDD US Enterprises, LLC and its subsidiaries as those operations were substantially integrated into our business.

Disaggregated Revenues

9 Months Ended

Sep. 30, 2021

Disaggregation of Revenue [Abstract]

Disaggregated Revenues

The following table summarizes the disaggregation of revenues by product or source, (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Net product sales
Trokendi XR	$	80,935	$	82,906	$	231,531	$	241,131
Oxtellar XR	29,728		28,364		82,120		75,983
APOKYN	24,627		34,482		73,338		43,082
MYOBLOC (1)	4,596		4,050		13,477		5,279
XADAGO	3,276		2,331		9,390		3,132
Qelbree	2,370		—		2,685		—
Total net product sales	$	145,532	$	152,133	$	412,541	$	368,607
Royalty revenues	2,932		3,002		8,184		8,233
Total revenues	$	148,464	$	155,135	$	420,725	$	376,840

______________________________

(1) In April 2021, the Company notified the European Medicines Agency that it will cease the marketing of rimabotulinumtoxinB in European countries where it has been marketed as NeuroBloc.

Trokendi XR accounted for 56% of the Company’s total net product sales for both the three and nine months ended September 30, 2021 and approximately 54% and 65% of the Company's total net product sales for the three and nine months ended September 30, 2020, respectively.

The Company's three major customers, AmerisourceBergen Drug Corporation, Cardinal Health, Inc. and McKesson Corporation, individually accounted for more than 25% of our total net product sales and collectively accounted for more than 85% of our total net product sales in both 2021 and 2020.

The Company recognized noncash royalty revenue of $2.4 million and $6.8 million, for the three and nine months ended September 30, 2021, respectively. The Company recognized noncash royalty revenue of $2.4 million and $6.3 million, for the three and nine months ended September 30, 2020, respectively. Refer to Note 15, Commitments and Contingencies.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

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

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

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

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

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

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

+ Details

Investments

9 Months Ended

Sep. 30, 2021

Investments, Debt and Equity Securities [Abstract]

Investments

Marketable Securities

Unrestricted available-for-sale marketable securities held by the Company are as follows, (dollars in thousands):


	September 30, 2021		December 31, 2020
	(unaudited)
Amortized cost	$	628,461	$	472,306
Gross unrealized gains	5,878		11,987
Gross unrealized losses	(289)		(41)
Total fair value	$	634,050	$	484,252

The contractual maturities of the unrestricted available-for-sale marketable securities held by the Company are as follows, (dollars in thousands):


	September 30, 2021
	(unaudited)
Less than 1 year	$	228,571
1 year to 2 years	220,770
2 years to 3 years	184,709
3 years to 4 years	—
Greater than 4 years	—
Total	$	634,050

As of September 30, 2021, there was no impairment due to credit loss on any available-for-sale marketable securities.

Investment in Navitor

Development Agreement

In April 2020, the Company entered into the Development Agreement with Navitor Inc. The Company can terminate the Development Agreement upon 30 days’ notice. Under the terms of the Development Agreement, the Company and Navitor Inc. will jointly conduct a Phase II clinical program for NV-5138 (SPN-820) for TRD. The Company will bear all of the Phase I and Phase II development costs incurred by either party, up to a maximum of $50 million. In addition, the Company will incur certain other research and development support costs. There are certain additional payment amounts which could be incurred by the Company. These costs are contingent upon Navitor Inc. achieving defined development milestones. The Company has an option to acquire or license NV-5138 (SPN-820), for which additional payments would be required. In the second quarter of 2020, the Company paid Navitor Inc. a one time, nonrefundable, and non-creditable fee of $10 million for this option to acquire or license NV-5138 (SPN-820) which was expensed and recorded in Research and development expense in the condensed consolidated statements of earnings.

Equity investment

In addition to entering into the Development Agreement in April 2020, the Company acquired Series D Preferred Shares of Navitor Inc. for $15 million, representing an approximately 13% ownership position in Navitor Inc.

In March 2021, Navitor Inc. underwent a legal restructuring. In the restructuring, Navitor Inc. became a wholly owned subsidiary of a newly formed limited liability company, Navitor LLC, and the outstanding shares of stock in Navitor Inc. were exchanged for units of membership interest in Navitor LLC having equivalent rights and preferences (Navitor Restructuring). As part of the Navitor Restructuring, the Series D Preferred Shares previously held by the Company were exchanged for Series D Preferred Units in Navitor LLC. In addition, certain assets that did not relate to NV-5138 (SPN-820) were transferred from Navitor Inc. to a newly formed entity that became a separate, wholly owned subsidiary of Navitor LLC.

The Company had determined that Navitor LLC is a VIE. The Company does not consolidate this VIE because the Company lacks the power to direct the activities that most significantly impact the investee’s economic performance.

Prior to the Navitor Restructuring, the investment was accounted for under the practical expedient allowed for equity securities without readily determinable fair value, which is cost minus impairment plus any changes in observable price changes from an orderly transaction of similar investments in Navitor Inc. Following the legal restructuring and exchange of the preferred shares for member equity units of Navitor LLC, the investment was accounted for under the equity method of accounting due to the Company’s ability to exert significant influence under the new Navitor LLC legal structure, but not control the financial and operating decisions of Navitor LLC. The majority of the assets and liabilities recorded in Navitor LLC’s financial statements represent working capital items and cash that are being used for research and development purposes and are significantly lower than the Company’s investment in Navitor LLC. This created a significant basis difference for the Company’s investment in the underlying net assets, requiring the Company to account for the investee as if it were a consolidated subsidiary in a manner consistent with the provisions of ASC 805, Business Combinations, to apply the acquisition method of accounting. The Company has determined that substantially all of the fair value of the investment is attributable to a single IPR&D asset. As a result, the investee is not considered a business as defined in ASC 805. In the first quarter of 2021, the $15 million investment, which was previously recorded in Other assets in the condensed consolidated balance sheets, was expensed and recorded in Research and development expense in the condensed consolidated statements of earnings.

The maximum exposure to losses related to the investee is a maximum of approximately $50 million in expense for Phase I and Phase II development of NV-5138 (SPN-820), and the cost of other development and formulation activities provided by the Company.

The Company has provided no financing to the investee other than amounts required under the Development Agreement.

Fair Value of Financial Instruments and Contingent Consideration

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments and Contingent Consideration

The fair value of an asset or liability represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between unrelated market participants.

The Company reports the fair value of assets and liabilities using a three level measurement hierarchy that prioritizes the inputs used to measure fair value. The fair value hierarchy consists of the following three levels:

•Level 1—Valuations based on unadjusted quoted prices in active markets that are accessible at measurement date for identical assets.

•Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and model-based valuations in which all significant inputs are observable in the market, either directly or indirectly (e.g., interest rates; yield curves).

•Level 3—Valuations using significant inputs that are unobservable in the market and inputs that reflect the Company’s own assumptions. These are based on the best information available, including the Company’s own data.

The fair value of the restricted marketable securities which are classified as Level 2 financial assets are recorded in Other assets on the condensed consolidated balance sheets. There were no Level 3 financial assets as of September 30, 2021 or December 31, 2020. There have been no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy.

Financial Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis are as follows (dollars in thousands):


			Fair Value Measurements at September 30, 2021 (unaudited)
	Total Fair Value at September 30, 2021		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	193,947	$	193,947	$	—	$	—
Money market funds	21,334		21,334		—		—
Marketable securities
Corporate debt securities	211,857		252		211,605		—
Municipal debt securities	16,714		—		16,714
Long term marketable securities
Corporate debt securities	405,479		—		405,479		—

Other noncurrent assets
Marketable securities - restricted (SERP)	597		5		592		—
Total assets at fair value	$	849,928	$	215,538	$	634,390	$	—
Liabilities:
Contingent consideration	$	69,050	$	—	$	—	$	69,050
Total liabilities at fair value	$	69,050	$	—	$	—	$	69,050


			Fair Value Measurements at December 31, 2020
	Total Fair Value at December 31, 2020		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	218,550	$	218,550	$	—	$	—
Money market funds	70,090		70,090		—		—
Marketable securities
Corporate debt securities	133,893		—		133,893		—
Long term marketable securities
Corporate debt securities	350,359		256		350,103		—
Other noncurrent assets
Marketable securities - restricted (SERP)	547		3		544		—
Total assets at fair value	$	773,439	$	288,899	$	484,540	$	—
Liabilities:
Contingent consideration	$	76,700	$	—	$	—	76,700
Total liabilities at fair value	$	76,700	$	—	$	—	$	76,700

Other Financial Instruments

The carrying amounts of other financial instruments, including accounts receivable, accounts payable, and accrued expenses, approximate fair value due to their short-term maturities.

The Company records its convertible debt at carrying value. The fair value of the outstanding convertible debt is based on actual trading information as well as quoted prices, both provided by bond traders. Refer to Note 8, Convertible Senior Notes Due 2023.

The Company also had an investment in Navitor LLC, a privately held company, which it classified as Level 3 as it does not have a readily determinable fair value. In the first quarter of 2021, the $15 million investment in Navitor LLC was expensed. Refer to Note 5, Investments.

Contingent Consideration

The contingent consideration liabilities are measured at fair value on a recurring basis. The changes in fair value are reported on the condensed consolidated statement of earnings in Contingent Consideration expense (gain). In the fourth quarter of 2020, the Company recorded a measurement period adjustment of $40.9 million. Refer to Note 3, USWM Acquisition. The Company recorded $0.1 million loss and $7.7 million gain due to the change in fair value of the contingent consideration liabilities for the three and nine months ended September 30, 2021, respectively. The change in fair value of $7.7 million for the nine months ended September 30, 2021 is primarily due to the write-down of the sales based contingent consideration liabilities offset by an increase in the estimated fair value of regulatory and developmental milestones due to the passage of time. The Company assessed that these sales-based milestones will not be achieved based on the revised net sales projections. The probability of achieving these milestones were significantly lower compared to prior estimates. The Company updated its projected net sales of the Products based on recent historical sales trend experience.

The following table provides a reconciliation of the beginning and ending balances related to the contingent consideration for the USWM Acquisition and composition of the contingent consideration liabilities (dollars in thousands):


			Balance
Balance at December 31, 2020			$	76,700
Change in fair value recognized in earnings (unaudited)			(7,650)
Balance at September 30, 2021 (unaudited)			$	69,050

Initial measurement at Closing Date at June 9, 2020			$	115,700
Measurement period adjustment			(40,900)
Change in fair value recognized in earnings			1,900
Balance at December 31, 2020			$	76,700

	September 30, 2021		December 31, 2020
	(unaudited)
Regulatory and developmental contingent consideration liabilities	$	69,050	$	68,000
Sales-based contingent consideration liabilities	—		8,700
Total	$	69,050	$	76,700

- 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

Goodwill and Intangible Assets, Net

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

The following table sets forth the gross carrying amounts and related accumulated amortization of intangibles assets and goodwill (dollars in thousands):


	Remaining Weighted- Average Life (Years)	September 30, 2021		December 31, 2020
	(unaudited)
Goodwill		$	77,963	$	77,911

Intangible assets:
Acquired IPR&D		$	124,000	$	123,000
Definite-lived intangible assets
Acquired developed technology and product rights	9.25 - 11.25	231,000		232,000
Capitalized patent defense costs	1.25 - 5.5	43,820		43,579
		398,820		398,579
Less accumulated amortization		(52,201)		(34,237)
Total intangible assets, net		$	346,619	$	364,342

The increase in goodwill represents measurement period adjustments recorded in 2021 related to the finalization of the business combination accounting of the USWM Acquisition. Refer to Note 3, USWM Acquisition.

Patent defense costs are deferred legal fees incurred in conjunction with defending patents for Oxtellar XR and Trokendi XR. U.S. patents covering Oxtellar XR and Trokendi XR will expire no earlier than 2027. In regard to Trokendi XR, the Company entered into settlement agreements that allow third parties to enter the market by January 1, 2023, or earlier under certain circumstances. Amortization expense for intangible assets was approximately $6.0 million and $18.0 million for the three and nine months ended September 30, 2021, respectively, and approximately $6.1 million and $9.8 million for the three and nine months ended September 30, 2020, respectively. The increase in expense is due to amortization of the acquired developed technology and product rights from the USWM Acquisition.

Convertible Senior Notes Due 2023

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Convertible Senior Notes Due 2023

The 0.625% Convertible Senior Notes Due 2023 (2023 Notes), which were issued in March 2018, bear interest at an annual rate of 0.625%, payable semi-annually in arrears on April 1 and October 1 of each year. The 2023 Notes will mature on April 1, 2023, unless earlier converted or repurchased by the Company. The Company may not redeem the 2023 Notes at its option before maturity. The total principal amount of 2023 Notes is $402.5 million.

The 2023 Notes were issued pursuant to an Indenture between the Company and Wilmington Trust, National Association, as trustee. The Indenture includes customary terms and covenants, including certain events of default upon which the 2023 Notes may be due and payable immediately. The Indenture does not contain any financial or operating covenants, or any restrictions on the payment of dividends, the issuance of other indebtedness, or the issuance or repurchase of securities by the Company.

Noteholders may convert their 2023 Notes at their option only in the following circumstances: (1) during any calendar quarter, if the last reported sale price per share of the Company's common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter, exceeds 130% of the conversion price, or a price of approximately $77.13 per share on such trading day; (2) during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the "measurement period") in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company's common stock on such trading day and the conversion rate on such trading day; (3) upon the occurrence of certain corporate events or distributions on the Company's common stock, as specified in the Indenture; and (4) at any time from and including October 1, 2022, until the close of business on the second scheduled trading day immediately before the maturity date.

At its election, the Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, based on the applicable conversion rate. The initial conversion rate is 16.8545 shares per $1,000 principal amount of the 2023 Notes, which represents an initial conversion price of approximately $59.33 per share, and is subject to adjustment as specified in the Indenture. In the event of conversion, if converted in cash, the holders would forgo all future interest payments, any unpaid accrued interest, and the possibility of further stock price appreciation.

If a “make-whole fundamental change,” as defined in the Indenture occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time. If a “fundamental change,” as defined in the Indenture occurs, then noteholders may require the Company to repurchase their 2023 Notes at a cash repurchase price equal to the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest, if any.

Contemporaneous with the issuance of the 2023 Notes, the Company also entered into separate privately negotiated convertible note hedge transactions (collectively, the Convertible Note Hedge Transactions) with each of the call spread counterparties. The Company issued 402,500 convertible note hedge options. In the event that shares or cash are deliverable to holders of the 2023 Notes upon conversion at limits defined in the Indenture, counterparties to the convertible note hedges will be required to deliver up to approximately 6.8 million shares of the Company’s common stock, or to pay cash to the Company in a similar amount as the value that the Company delivers to the holders of the 2023 Notes, based on a conversion price of $59.33 per share.

Concurrently with entering into the Convertible Note Hedge Transactions, the Company also entered into separate privately negotiated warrant transactions (collectively, the Warrant Transactions) with each of the call spread counterparties. The Company issued a total of 6,783,939 warrants. The warrants entitle the holder to one share per warrant. The strike price of the Warrant Transactions will initially be $80.9063 per share of the Company’s common stock, and is subject to adjustment.

The Convertible Note Hedge Transactions are expected to reduce the potential dilution of the Company’s common stock upon conversion of the 2023 Notes, and/or offset any potential cash payments the Company is required to make in excess of the principal amount of converted 2023 Notes, as the case may be.

The Warrant Transactions were intended to partially offset the cost to the Company of the purchased Convertible Note Hedge Transactions; however, the Warrant Transactions could have a dilutive effect with respect to the Company’s common stock, to the extent that the market price per share of the Company’s common stock, as measured under the terms of the Warrant Transactions, exceeds the strike price of the warrants.

The liability component of the 2023 Notes consists of the following (dollars in thousands):


	September 30, 2021		December 31, 2020
	(unaudited)
2023 Notes	$	402,500	$	402,500
Unamortized debt discount and deferred financing costs	(27,712)		(40,749)
Total carrying value	$	374,788	$	361,751

Fair value (Level 2)	$	397,469	$	383,381

No 2023 Notes were converted as of September 30, 2021 or December 31, 2020.

Share-Based Payments

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Share-Based Payments

Share-based compensation expense is as follows (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Research and development	$	615	$	777	$	1,909	$	2,276
Selling, general and administrative	3,412		3,713		11,965		11,164
Total	$	4,027	$	4,490	$	13,874	$	13,440

Stock Option and Stock Appreciation Rights

The following table summarizes stock option and stock appreciation rights (SAR) activities (unaudited):


	Number of Options	Weighted- Average Exercise Price (per share)		Weighted- Average Remaining Contractual Term (in years)
Outstanding, December 31, 2020	5,451,862	$	23.26	6.28
Granted	991,325	$	28.93
Exercised	(233,347)	$	18.82
Forfeited	(410,488)	$	27.43
Outstanding, September 30, 2021 (unaudited)	5,799,352	$	24.11	6.18

As of September 30, 2021:
Vested and expected to vest	5,799,352	$	24.11	6.18
Exercisable	3,679,177	$	21.23	4.80

As of December 31, 2020:
Vested and expected to vest	5,451,862	$	23.26	6.28
Exercisable	3,218,771	$	19.36	4.77

Restricted Stock Units

The following table summarizes restricted stock unit (RSU) activities (unaudited):


	Number of RSUs	Weighted-Average Grant Date Fair Value per Share
Nonvested, December 31, 2020	26,055	$	23.99
Granted	21,110	$	29.61
Vested	(26,055)	$	23.99
Forfeited	—	$	—
Nonvested, September 30, 2021	21,110	$	29.61

Performance Share Units

The following table summarizes performance share unit (PSU) activities (unaudited):


	Performance-Based Units			Market-Based Units			Total PSUs
	Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share
Nonvested, December 31, 2020	—	$	—	15,625	$	23.41	15,625	$	23.41
Granted	95,000	29.74		20,000	28.63		115,000	$	29.55
Vested	(40,000)	29.61		—	—		(40,000)	$	29.61
Forfeited	(1,500)	30.45		—	—		(1,500)	$	30.45
Nonvested, September 30, 2021	53,500	$	29.82	35,625	$	26.34	89,125	$	28.43

Earnings per Share

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Earnings per Share

Basic earnings per share (EPS) is calculated using the weighted-average number of common shares outstanding. Diluted EPS is calculated using the weighted-average number of common shares outstanding, including the dilutive effect of the Company’s stock option grants, SARs, RSUs, employee stock purchase plan (ESPP) awards, and the 2023 Notes, as determined per the treasury stock method.

Effect of Convertible Notes and Related Convertible Note Hedges and Warrants

In connection with the issuance of the 2023 Notes, the Company entered into Convertible Note Hedge and Warrant Transactions as described further in Note 8, Convertible Senior Notes Due 2023. The expected collective impact of the Convertible Note Hedge and Warrant Transactions is to reduce the potential dilution that would occur if the price of the Company's common stock was between the conversion price of $59.33 per share and the strike price of the warrants of $80.9063 per share.

The 2023 Notes and related Convertible Note Hedge and Warrant Transactions are excluded in the calculation of diluted EPS because inclusion would be anti-dilutive.

In addition to the above described effect of the 2023 Notes and the related Convertible Note Hedge and Warrant Transactions, the Company also excluded the common stock equivalents of the following outstanding stock-based awards in the calculation of diluted EPS, because their inclusion would be anti-dilutive:


	Three Months ended September 30,		Nine Months ended September 30,
	2021	2020	2021	2020
	(unaudited)		(unaudited)



Stock options, RSUs, PSUs	1,654,816	2,677,770	1,397,424	2,905,469

The following table sets forth the computation of basic and diluted net earnings per share for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands, except share and per share amounts):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Numerator:
Net earnings	$	21,562	$	39,997	$	50,982	$	96,182
Denominator:
Weighted average shares outstanding, basic	53,187,764		52,658,850		53,053,441		52,583,891

Effect of dilutive securities:
Stock options, RSUs and SARs	1,147,030		1,103,792		1,248,020		1,079,382
Weighted average shares outstanding, diluted	54,334,794		53,762,642		54,301,461		53,663,273

Earnings per share, basic	$	0.41	$	0.76	$	0.96	$	1.83
Earnings per share, diluted	$	0.40	$	0.74	$	0.94	$	1.79

Income Tax Expense

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Income Tax Expense

Income Tax ExpenseThe following table provides information regarding the Company’s income tax expense for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):


	Three Months ended September 30,						Nine Months ended September 30,
	2021			2020			2021			2020
	(unaudited)						(unaudited)
Income tax expense	$	7,398		$	12,714		$	20,142		$	32,773
Effective tax rate	25.5		%	24.1		%	28.3		%	25.4		%

Income tax expense for the three and nine months ended September 30, 2021, as compared to the same periods in the prior year, decreased primarily due to lower income before taxes in 2021. The effective income tax rate increased for the three months ended September 30, 2021, as compared to the same period in the prior year, primarily due to greater research and development credit benefit recognized during the three months ended September 30, 2020. The effective income tax rate increased for the nine months ended September 30, 2021, as compared to the same period in the prior year, mainly due to changes in the effective state tax rates as a result of the transfer of workforce between legal entities in the first quarter of 2021.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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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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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
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-SubTopic 10
-Section 50
-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI http://asc.fasb.org/topic&trid=2144680

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

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

+ Details

Leases

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Leases

Headquarters and Fleet Vehicles

The Company has operating leases for its headquarters lease and its fleet vehicles. With respect to the fleet vehicle leases, given the volume of individual leases involved in the overall arrangement, the Company applies a portfolio approach to effectively account for the operating lease assets and liabilities. The Company also elected to combine the lease and non-lease components for the fleet vehicle and headquarters leases.

The Company's headquarters lease commenced on February 1, 2019 and will continue until April 30, 2034, unless earlier terminated in accordance with the terms of the lease. The lease includes options to extend the lease for up to 10 years.

On August 23, 2021, the Company entered into an addendum to the original headquarters lease agreement to lease additional office space, referred to as the Expansion Premises. The Expansion Premises is separate from the lease space in the original lease agreement. The term of the lease with respect to the Expansion Premises commenced on September 1, 2021 and coincides with the lease term per the original lease agreement.

Contract Manufacturing Lease

Contemporaneous with the USWM Acquisition, USWM Enterprises adopted ASC 842, Leases. USWM Enterprises had an existing contract manufacturing agreement with Merz Pharma GmbH & Co. KGaA (Merz), for the manufacture and supply of rimabotulinumtoxinB finished products (Merz Agreement). Pursuant to the Merz Agreement, Merz agreed to provide a dedicated manufacturing facility that included a stand-alone building, dedicated clean room suites, dedicated manufacturing and purification equipment, and filling and packaging production lines (collectively, the manufacturing facility) to manufacture finished products. The Merz Agreement will expire in July 2027, unless the Company and Merz mutually agree to extend the terms. The Merz Agreement may not be terminated for convenience.

Under the terms of the agreement, the Company is required to purchase a minimum quantity of finished products on an annual basis. This minimum purchase requirement represents the in-substance fixed contract consideration associated with the dedicated manufacturing facility which the Company accounts for as an embedded lease.

At the Closing Date of the USWM Acquisition, the Company preliminarily classified the embedded lease as a finance lease and preliminarily elected not to separate the lease and non-lease components. In the second quarter of 2021, the Company finalized its accounting of the USWM Acquisition. During the measurement period, the Company determined the fair market value of rent for the lease components and fair market value of the manufacturing facility associated with the Merz embedded lease. As a result, the Company made an accounting policy election, by class of underlying asset, to not combine lease and non-lease components for the manufacturing facility. A portion of the in-substance fixed contract consideration was allocated to the lease component based on the stand-alone selling price. Accordingly, the Company has finalized and updated the classification of the embedded lease from a finance lease to an operating lease. Refer to Note 3, USWM Acquisition, for further discussion.

Operating and finance lease assets and lease liabilities as reported on the condensed consolidated balance sheets are as follows (dollars in thousands):


	Balance Sheet Classification	September 30, 2021		December 31, 2020
		(unaudited)
Assets
Operating lease assets	Other assets	$	30,108	$	20,231
Finance lease asset	Property and equipment, net	—		20,874
Total lease assets		$	30,108	$	41,105

Liabilities
Lease liabilities, current
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	$	5,904	$	3,760
Finance lease liability, current portion	Other current liabilities	—		3,761
Lease liabilities, long term
Operating lease liabilities, long term	Operating lease liabilities, long term	37,261		28,579
Finance lease liability, long term	Other liabilities	—		20,235
Total lease liabilities		$	43,165	$	56,335

Leases

Headquarters and Fleet Vehicles

Contract Manufacturing Lease

Operating and finance lease assets and lease liabilities as reported on the condensed consolidated balance sheets are as follows (dollars in thousands):


	Balance Sheet Classification	September 30, 2021		December 31, 2020
		(unaudited)
Assets
Operating lease assets	Other assets	$	30,108	$	20,231
Finance lease asset	Property and equipment, net	—		20,874
Total lease assets		$	30,108	$	41,105

Liabilities
Lease liabilities, current
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	$	5,904	$	3,760
Finance lease liability, current portion	Other current liabilities	—		3,761
Lease liabilities, long term
Operating lease liabilities, long term	Operating lease liabilities, long term	37,261		28,579
Finance lease liability, long term	Other liabilities	—		20,235
Total lease liabilities		$	43,165	$	56,335

Composition of Balance Sheet Items

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Composition of Balance Sheet Items

Composition of Other Balance Sheet ItemsThe following details the composition of other balance sheet items (dollars in thousands for amounts in tables):

Accounts Receivables

As of September 30, 2021 and December 31, 2020, the Company has reduced accounts receivable by approximately $11.2 million and $11.4 million, respectively. Prompt pay discount and contractual service fees, which were originally recorded as reduction to revenues, represents estimated amounts not expected to be paid by our customers. The Company's customers are primarily pharmaceutical wholesalers and distributors and specialty pharmacies. Receivables from our three major customers account for more than 85% of our total receivables.

Inventories


	September 30, 2021		December 31, 2020
	(unaudited)
Raw materials	$	9,710	$	22,208
Work in process	37,910		8,985
Finished goods	12,535		17,132
Total	$	60,155	$	48,325

In May 2021, the Company launched Qelbree for the treatment of ADHD in pediatric patients 6 to 17 years of age in the U.S. Capitalized pre-launch inventory costs for Qelbree were $19.1 million as of December 31, 2020.

Property and Equipment


	September 30, 2021		December 31, 2020
	(unaudited)
Lab equipment and furniture	$	11,734	$	12,526
Leasehold improvements	12,453		15,183
Software	2,023		2,295
Finance lease assets (1)	—		22,747
Computer equipment	1,156		2,113
Construction-in-progress	209		—
	27,575		54,864
Less accumulated depreciation and amortization	(11,104)		(17,040)
Total	$	16,471	$	37,824

_______________________________

(1) Refer to Note 12, Leases.

Depreciation and amortization expense on property and equipment was approximately $0.6 million and $1.9 million for the three and nine months ended September 30, 2021, respectively, and approximately $0.7 million and $1.8 million for the three and nine months ended September 30, 2020, respectively. The Company retired certain fully depreciated property and equipment for the nine months ended September 30, 2021.

Accounts Payable and Accrued Liabilities


	September 30, 2021		December 31, 2020
	(unaudited)
Accounts payable	$	9,125	$	6,147
Accrued compensation	13,426		16,008
Accrued royalties (1)	12,781		13,890
Accrued product costs	8,408		9,587
Accrued professional fees	7,453		7,730
Accrued clinical trial costs (2)	6,774		12,842
Operating lease liabilities, current portion (3)	5,904		3,760
Other accrued expenses	8,415		8,970
Total	$	72,286	$	78,934

_______________________________

(1) Refer to Note 15, Commitments and Contingencies.

(2) Includes preclinical and all clinical trial-related costs.

(3) Refer to Note 12, Leases.

Accrued Product Returns and Rebates


	September 30, 2021		December 31, 2020
	(unaudited)
Accrued product rebates	$	98,636	$	96,589
Accrued product returns	33,412		29,603
Total	$	132,048	$	126,192

Other Liabilities


	September 30, 2021		December 31, 2020
	(unaudited)
Nonrecourse liability related to sale of future royalties, long term	$	8,139	$	13,410
Finance lease liability, long term (1)	—		20,235
Other liabilities	10,047		9,146
Total	$	18,186	$	42,791

______________________________

(1) Refer to Note 12, Leases.

Interest Expense

9 Months Ended

Sep. 30, 2021

Other Income and Expenses [Abstract]

Interest Expense

The following details the composition of interest expense (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Interest expense	$	(5,033)	$	(4,945)	$	(14,593)	$	(14,430)
Interest expense on nonrecourse liability related to sale of future royalties	(892)		(1,143)		(2,896)		(3,228)
Total	$	(5,925)	$	(6,088)	$	(17,489)	$	(17,658)

Interest expense includes noncash interest expense related to amortization of deferred financing costs, and amortization of the debt discount on the 2023 Notes of $4.4 million and $13.0 million for the three and nine months ended September 30, 2021, respectively, and $4.2 million and $12.4 million for the three and nine months ended September 30, 2020, respectively.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Product Licenses The Company has obtained exclusive licenses from third parties for proprietary rights to support certain products and product candidates. Under these license agreements, the Company may be required to pay certain amounts upon the achievement of defined milestones. If these products are ultimately commercialized, the Company is also obligated to pay royalties to third parties, computed as a percentage of net product sales, for each respective product under a license agreement. Through the USWM Acquisition, the Company acquired licensing agreements with other pharmaceutical companies for APOKYN, XADAGO and MYOBLOC. The Company is obligated to pay royalties to third parties, computed as a percentage of net product sales, for each of the products under the respective license agreements. Royalty expense incurred is recognized as Cost of goods sold in the condensed consolidated statements of earnings. Royalty Agreement In the third quarter of 2014, the Company received $30 million pursuant to a Royalty Interest Acquisition Agreement related to the purchase, by HealthCare Royalty Partners III, L.P. (HC Royalty), of certain of the Company’s rights under the Company’s agreement with United Therapeutics Corporation. These rights are related to the commercialization of Orenitram (treprostinil) Extended-Release Tablets. Per the terms of the agreement, full ownership of the royalty rights will revert to the Company if and when a certain cumulative payment threshold is reached. Consequent to this agreement, the Company recorded a nonrecourse liability related to this transaction and amortizes this liability as noncash royalty revenue. Refer to Note 4, Disaggregated Revenues, and Note 13, Composition of Other Balance Sheet Items. USWM Enterprise Commitments Assumed As part of the USWM Acquisition, the Company assumed the remaining commitments of USWM Enterprises and its subsidiaries, which are discussed below. Under the Merz Agreement, the annual minimum purchase quantity requirements of MYOBLOC amounted to approximately €3.0 million annually. In October 2021, the Company entered into an amendment to the Merz Agreement. Refer to Note 12, Leases, for further discussion on the contract manufacturing lease and Note 16, Subsequent Events, for further discussion on the contract amendment. In addition, USWM Enterprises had an existing license and distribution agreement for XADAGO. This included an annual minimum promotional spend to support the marketing of XADAGO for the first five years of the agreement. As of September 30, 2021, the remaining contractual commitment for XADAGO is $1.1 million for the period from July 2021 to June 2022. Refer to Note 3, USWM Acquisition, for further discussion on the USWM Acquisition. In March 2019, which is prior to the USWM Acquisition Closing Date, MDD US Operations, LLC (formerly US WorldMeds, LLC) and its subsidiary, Solstice Neurosciences, LLC (US) (collectively, the MDD Subsidiaries) entered into a Corporate Integrity Agreement (CIA) with the Office of Inspector General of the U.S. Department of Health and Human Services. Under the CIA, the MDD Subsidiaries agreed to and paid $17.5 million to resolve U.S. Department of Justice allegations that it violated the False Claims Act and committed to the establishment and ongoing maintenance of an effective compliance program. The fine was paid by the MDD Subsidiaries prior to closing of the USWM Acquisition. As part of the USWM Acquisition, the Company assumed the remaining obligations of the CIA and could become liable for payment of certain stipulated monetary penalties in the event of any CIA violations. In addition, the Company will continue to incur significant costs through March 2024 to maintain a broad array of processes, policies and procedures necessary to comply with the CIA. Claims and Litigation From time to time, the Company may be involved in various claims, litigation and legal proceedings. These matters may involve patent litigation, product liability and other product-related litigation, commercial and other matters, and government investigations, among others. On a quarterly basis, the Company reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated, the Company will accrue a liability for the estimated loss. Because of uncertainties related to claims, legal proceedings and litigation, accruals will be based on the Company's best estimates based on available information. We do not believe that any of these matters will have a material adverse effect on our financial position. The Company may reassess the potential liability related to these matters and may revise these estimates, which could result in material adverse adjustments to the Company's operating results.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Acquisition of Adamas Pharmaceuticals, Inc. On October 10, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Adamas Pharmaceuticals, Inc. (“Adamas”) and Supernus Reef, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Purchaser”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, the Company has agreed to cause Purchaser to commence a tender offer to purchase all of the outstanding shares of common stock of Adamas, par value $0.001 per share (the “Shares” and each, a “Share”), at an offer price of (i) $8.10 per Share, in cash, less any applicable withholding taxes and without interest (the “Cash Amount”; an aggregate of approximately $400 million), plus (ii) two contingent value rights per Share (each, a “CVR”; an aggregate of approximately $50 million), which represents the right to receive $0.50 per CVR, which CVRs will be governed by the terms of a contingent value rights agreement to be entered into between the Company and a rights agent mutually agreeable to the Company and Adamas (the “CVR Agreement”), in cash, less any applicable withholding taxes and without interest (the Cash Amount plus two CVRs, collectively, or any higher amount per Share paid pursuant to the Offer, the “Offer Price”). Following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will be merged with and into Adamas pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Adamas continuing as the surviving corporation in the Merger and a wholly owned subsidiary of the Company. On October 25, 2021, the Purchaser commenced the Offer. At or prior to the time at which Purchaser accepts the Shares tendered in the Offer for purchase, the Company and a rights agent mutually agreeable to the Company and Adamas shall enter into a CVR Agreement to allow for the payment of the milestones pursuant to each CVR. Subject to the terms of the CVR Agreement, one CVR issued in respect of a Share shall become payable upon the first occurrence of achievement of aggregate worldwide net sales of a specified product in excess of $150 million during any consecutive 12-month period ending on or before December 31, 2024. Subject to the terms of the CVR Agreement, the second CVR issued in respect of each Share shall become payable upon the first occurrence of aggregate worldwide net sales of a specified product in excess of $225 million during any consecutive 12-month period ending on or before December 31, 2025. Each milestone with respect to a CVR may only be achieved one time. The maximum amount payable with respect to the CVRs issued in respect to each Share is $1.00. The transaction is expected to close in late fourth quarter 2021 or in early first quarter 2022 and is subject to customary conditions. Adamas is a commercial-stage pharmaceutical company with a portfolio of therapies to address a range of neurological diseases. Adamas’ commercialized medicine, GOCOVRI® (amantadine) extended-release capsules, is the first and only FDA-approved medication indicated for the treatment of both "off" episodes and dyskinesia in patients with Parkinson’s disease receiving levodopa-based therapy. Merz Agreement In October 2021, the Company entered into an amendment to the Merz Agreement which increased the price of the annual purchase commitment from €3.0 million to approximately €3.9 million.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of the U.S. Securities and Exchange Commission (SEC) for interim financial information. As permitted under Generally Accepted Accounting Principles in the United States (U.S. GAAP), certain notes and other information have been omitted from the interim unaudited condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s most recent Annual Report on Form 10-K, for the year ended December 31, 2020, filed with the SEC. In management’s opinion, the condensed consolidated financial statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows. The results of operations for any interim period are not necessarily indicative of the Company’s future quarterly or annual results. The Company, which is primarily located in the U.S., operates in one operating segment.
Reclassifications	Reclassifications Certain prior year amounts presented as separate noncash line items in the condensed consolidated statements of cash flows have been reclassified to conform to the current year condensed financial statement presentation. These reclassifications had no effect on operating cash flows or on our other condensed consolidated financial statements for the three and nine months ended September 30, 2021 and 2020.
Consolidation	Consolidation The Company’s condensed consolidated financial statements include those of the Company's wholly-owned subsidiaries and variable interest entities (VIE) where the Company is the primary beneficiary, if any. All significant intercompany transactions and balances have been eliminated in consolidation. The Company continuously assesses whether it is the primary beneficiary of a VIE, as changes to existing relationships or future transactions may affect its conclusions.
Use of Estimates	Use of Estimates The Company bases its estimates on: historical experience; forecasts; information received from its service providers; information from other sources, including public and proprietary sources; and other assumptions that the Company believes are reasonable under the circumstances. Actual results could differ materially from the Company’s estimates. The Company periodically evaluates the methodologies employed in making its estimates. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition and results of operations is highly uncertain and subject to change. As a result, certain of our estimates and assumptions, including the provision for sales deductions, the creditworthiness of customers entering into revenue arrangements, and the fair values of our financial instruments, require increased judgment and carry a higher degree of variability and volatility that could result in material changes to our estimates in future periods.
Advertising Expense	Advertising Expense Advertising expense includes the cost of promotional materials and activities, such as printed materials and digital marketing, marketing programs and speaker programs. The cost of the Company's advertising efforts are expensed as incurred. The Company incurred approximately $22.6 million and $59.7 million in advertising expense for the three and nine months ended September 30, 2021, respectively, and approximately $15.4 million and $37.9 million for the three and nine months ended September 30, 2020, respectively. These expenses are recorded as a component of Selling, general and administrative expenses in the condensed consolidated statements of earnings.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes - The new standard, issued in December 2019, simplifies the accounting for income taxes. The Company adopted the guidance on January 1, 2021, on a prospective basis. The adoption of the new standard did not have a material impact to the financial statements. ASU 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 - The new standard, issued in January 2020, clarifies the interaction of the equity securities under Topic 321 and investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain contracts and purchased options accounted for under Topic 815. The amendment clarifies that an entity can elect to adopt the measurement alternative, which is if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred before applying or upon discontinuing the equity method. The adoption of the new standard as of January 1, 2021 did not have a material impact to the financial statements. New Accounting Pronouncements Not Yet Adopted ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity - The new standard, issued in August 2020, simplifies the accounting and disclosures for convertible instruments and contracts. This guidance will be effective on January 1, 2022 on a prospective basis. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.

USWM Acquisition (Tables)

9 Months Ended

Sep. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Purchase price consideration

The following table summarizes the purchase price consideration (unaudited):


	Amount
Cash consideration	$	306,485
Fair value of contingent consideration	74,800
Total purchase consideration	$	381,285

Cash consideration to Seller - net of cash acquired	$	299,491

Schedule of recognized identified assets acquired and liabilities assumed

The following table presents the total purchase price and the fair value of assets acquired and liabilities assumed as of the Closing Date (unaudited, dollars in thousands):


	Fair Value
Cash and cash equivalents	$	6,994
Accounts receivable, net	18,474
Inventories, net	11,600
Prepaid expenses and other current assets	3,564
Property and equipment, net	454
Operating lease asset (1)	11,029
Intangible assets	355,000
Other assets	340
Total fair value of assets acquired	407,455
Accounts payable	(2,573)
Accrued expenses and other current liabilities	(23,339)
Operating lease liability (1)	(11,029)
Deferred income tax liabilities, net (2)	(67,192)
Total fair value of liabilities assumed	(104,133)
Total identifiable net assets	$	303,322
Goodwill	77,963
Total purchase price	$	381,285

______________________________

(1) Refer to Note 12, Leases, for further discussion of the acquired lease asset and assumed lease liability.

(2) Includes tax attributes that are subject to tax limitations.

Finite-lived and indefinite-lived intangible assets acquired as part of business combination

The following table summarizes the purchase price allocation, and the average remaining useful lives for identifiable intangible assets (unaudited, dollars in thousands):


	Fair Value		Estimated Useful Lives as of Closing Date (in years)
Acquired IPR&D	$	124,000	n/a
Acquired developed technology and product rights	231,000		10.5 - 12.5
Total intangible assets	$	355,000

Business acquisition, pro forma information

The following table summarizes the total revenues for MDD Enterprises, (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Net product sales	$	32,499	$	40,863	$	96,205	$	51,493

Disaggregated Revenues (Tables)

9 Months Ended

Sep. 30, 2021

Disaggregation of Revenue [Abstract]

Summary of disaggregation of revenues by nature

The following table summarizes the disaggregation of revenues by product or source, (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Net product sales
Trokendi XR	$	80,935	$	82,906	$	231,531	$	241,131
Oxtellar XR	29,728		28,364		82,120		75,983
APOKYN	24,627		34,482		73,338		43,082
MYOBLOC (1)	4,596		4,050		13,477		5,279
XADAGO	3,276		2,331		9,390		3,132
Qelbree	2,370		—		2,685		—
Total net product sales	$	145,532	$	152,133	$	412,541	$	368,607
Royalty revenues	2,932		3,002		8,184		8,233
Total revenues	$	148,464	$	155,135	$	420,725	$	376,840

______________________________

(1) In April 2021, the Company notified the European Medicines Agency that it will cease the marketing of rimabotulinumtoxinB in European countries where it has been marketed as NeuroBloc.

Investments (Tables)

9 Months Ended

Sep. 30, 2021

Investments, Debt and Equity Securities [Abstract]

Schedule of unrestricted available-for-sale marketable securities

Unrestricted available-for-sale marketable securities held by the Company are as follows, (dollars in thousands):


	September 30, 2021		December 31, 2020
	(unaudited)
Amortized cost	$	628,461	$	472,306
Gross unrealized gains	5,878		11,987
Gross unrealized losses	(289)		(41)
Total fair value	$	634,050	$	484,252

Schedule of contractual maturities of the unrestricted available-for-sale marketable securities held

The contractual maturities of the unrestricted available-for-sale marketable securities held by the Company are as follows, (dollars in thousands):


	September 30, 2021
	(unaudited)
Less than 1 year	$	228,571
1 year to 2 years	220,770
2 years to 3 years	184,709
3 years to 4 years	—
Greater than 4 years	—
Total	$	634,050

Fair Value of Financial Instruments and Contingent Consideration (Tables)

9 Months Ended

Sep. 30, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value of the financial assets and liabilities

The Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis are as follows (dollars in thousands):


			Fair Value Measurements at September 30, 2021 (unaudited)
	Total Fair Value at September 30, 2021		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	193,947	$	193,947	$	—	$	—
Money market funds	21,334		21,334		—		—
Marketable securities
Corporate debt securities	211,857		252		211,605		—
Municipal debt securities	16,714		—		16,714
Long term marketable securities
Corporate debt securities	405,479		—		405,479		—

Other noncurrent assets
Marketable securities - restricted (SERP)	597		5		592		—
Total assets at fair value	$	849,928	$	215,538	$	634,390	$	—
Liabilities:
Contingent consideration	$	69,050	$	—	$	—	$	69,050
Total liabilities at fair value	$	69,050	$	—	$	—	$	69,050


			Fair Value Measurements at December 31, 2020
	Total Fair Value at December 31, 2020		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	218,550	$	218,550	$	—	$	—
Money market funds	70,090		70,090		—		—
Marketable securities
Corporate debt securities	133,893		—		133,893		—
Long term marketable securities
Corporate debt securities	350,359		256		350,103		—
Other noncurrent assets
Marketable securities - restricted (SERP)	547		3		544		—
Total assets at fair value	$	773,439	$	288,899	$	484,540	$	—
Liabilities:
Contingent consideration	$	76,700	$	—	$	—	76,700
Total liabilities at fair value	$	76,700	$	—	$	—	$	76,700

Reconciliation of the beginning and ending balances related to the contingent consideration


			Balance
Balance at December 31, 2020			$	76,700
Change in fair value recognized in earnings (unaudited)			(7,650)
Balance at September 30, 2021 (unaudited)			$	69,050

Initial measurement at Closing Date at June 9, 2020			$	115,700
Measurement period adjustment			(40,900)
Change in fair value recognized in earnings			1,900
Balance at December 31, 2020			$	76,700

	September 30, 2021		December 31, 2020
	(unaudited)
Regulatory and developmental contingent consideration liabilities	$	69,050	$	68,000
Sales-based contingent consideration liabilities	—		8,700
Total	$	69,050	$	76,700

Goodwill and Intangible Assets, Net (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets and goodwill

The following table sets forth the gross carrying amounts and related accumulated amortization of intangibles assets and goodwill (dollars in thousands):


	Remaining Weighted- Average Life (Years)	September 30, 2021		December 31, 2020
	(unaudited)
Goodwill		$	77,963	$	77,911

Intangible assets:
Acquired IPR&D		$	124,000	$	123,000
Definite-lived intangible assets
Acquired developed technology and product rights	9.25 - 11.25	231,000		232,000
Capitalized patent defense costs	1.25 - 5.5	43,820		43,579
		398,820		398,579
Less accumulated amortization		(52,201)		(34,237)
Total intangible assets, net		$	346,619	$	364,342

Convertible Senior Notes Due 2023 (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Summary of liability component of 2023 Notes

The liability component of the 2023 Notes consists of the following (dollars in thousands):


	September 30, 2021		December 31, 2020
	(unaudited)
2023 Notes	$	402,500	$	402,500
Unamortized debt discount and deferred financing costs	(27,712)		(40,749)
Total carrying value	$	374,788	$	361,751

Fair value (Level 2)	$	397,469	$	383,381

Share-Based Payments (Tables)

9 Months Ended

Sep. 30, 2021

Share-based Payment Arrangement [Abstract]

Schedule of share-based compensation expense

Share-based compensation expense is as follows (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Research and development	$	615	$	777	$	1,909	$	2,276
Selling, general and administrative	3,412		3,713		11,965		11,164
Total	$	4,027	$	4,490	$	13,874	$	13,440

Summary of stock options and SAR activities

The following table summarizes stock option and stock appreciation rights (SAR) activities (unaudited):


	Number of Options	Weighted- Average Exercise Price (per share)		Weighted- Average Remaining Contractual Term (in years)
Outstanding, December 31, 2020	5,451,862	$	23.26	6.28
Granted	991,325	$	28.93
Exercised	(233,347)	$	18.82
Forfeited	(410,488)	$	27.43
Outstanding, September 30, 2021 (unaudited)	5,799,352	$	24.11	6.18

As of September 30, 2021:
Vested and expected to vest	5,799,352	$	24.11	6.18
Exercisable	3,679,177	$	21.23	4.80

As of December 31, 2020:
Vested and expected to vest	5,451,862	$	23.26	6.28
Exercisable	3,218,771	$	19.36	4.77

Summary of restricted stock units

The following table summarizes restricted stock unit (RSU) activities (unaudited):


	Number of RSUs	Weighted-Average Grant Date Fair Value per Share
Nonvested, December 31, 2020	26,055	$	23.99
Granted	21,110	$	29.61
Vested	(26,055)	$	23.99
Forfeited	—	$	—
Nonvested, September 30, 2021	21,110	$	29.61

Summary of performance stock unit

The following table summarizes performance share unit (PSU) activities (unaudited):


	Performance-Based Units			Market-Based Units			Total PSUs
	Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share		Number of PSUs	Weighted- Average Grant Date Fair Value per Share
Nonvested, December 31, 2020	—	$	—	15,625	$	23.41	15,625	$	23.41
Granted	95,000	29.74		20,000	28.63		115,000	$	29.55
Vested	(40,000)	29.61		—	—		(40,000)	$	29.61
Forfeited	(1,500)	30.45		—	—		(1,500)	$	30.45
Nonvested, September 30, 2021	53,500	$	29.82	35,625	$	26.34	89,125	$	28.43

Earnings per Share (Tables)

9 Months Ended

Sep. 30, 2021

Earnings Per Share [Abstract]

Schedule of common stock equivalents excluded in the calculation of diluted earnings per share


	Three Months ended September 30,		Nine Months ended September 30,
	2021	2020	2021	2020
	(unaudited)		(unaudited)



Stock options, RSUs, PSUs	1,654,816	2,677,770	1,397,424	2,905,469

Schedule of computation of basic and diluted earnings per share


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Numerator:
Net earnings	$	21,562	$	39,997	$	50,982	$	96,182
Denominator:
Weighted average shares outstanding, basic	53,187,764		52,658,850		53,053,441		52,583,891

Effect of dilutive securities:
Stock options, RSUs and SARs	1,147,030		1,103,792		1,248,020		1,079,382
Weighted average shares outstanding, diluted	54,334,794		53,762,642		54,301,461		53,663,273

Earnings per share, basic	$	0.41	$	0.76	$	0.96	$	1.83
Earnings per share, diluted	$	0.40	$	0.74	$	0.94	$	1.79

Income Tax Expense (Tables)

9 Months Ended

Sep. 30, 2021

Income Tax Disclosure [Abstract]

Schedule of reconciliation of income tax expense at the U.S Federal statutory income tax rate to the entity's effective income tax rate

The following table provides information regarding the Company’s income tax expense for the three and nine months ended September 30, 2021 and 2020 (dollars in thousands):


	Three Months ended September 30,						Nine Months ended September 30,
	2021			2020			2021			2020
	(unaudited)						(unaudited)
Income tax expense	$	7,398		$	12,714		$	20,142		$	32,773
Effective tax rate	25.5		%	24.1		%	28.3		%	25.4		%

Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Schedule of balance sheet information related to leases

Operating and finance lease assets and lease liabilities as reported on the condensed consolidated balance sheets are as follows (dollars in thousands):


	Balance Sheet Classification	September 30, 2021		December 31, 2020
		(unaudited)
Assets
Operating lease assets	Other assets	$	30,108	$	20,231
Finance lease asset	Property and equipment, net	—		20,874
Total lease assets		$	30,108	$	41,105

Liabilities
Lease liabilities, current
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	$	5,904	$	3,760
Finance lease liability, current portion	Other current liabilities	—		3,761
Lease liabilities, long term
Operating lease liabilities, long term	Operating lease liabilities, long term	37,261		28,579
Finance lease liability, long term	Other liabilities	—		20,235
Total lease liabilities		$	43,165	$	56,335

Composition of Balance Sheet Items (Tables)

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of inventories

Inventories


	September 30, 2021		December 31, 2020
	(unaudited)
Raw materials	$	9,710	$	22,208
Work in process	37,910		8,985
Finished goods	12,535		17,132
Total	$	60,155	$	48,325

Schedule of property and equipment

Property and Equipment


	September 30, 2021		December 31, 2020
	(unaudited)
Lab equipment and furniture	$	11,734	$	12,526
Leasehold improvements	12,453		15,183
Software	2,023		2,295
Finance lease assets (1)	—		22,747
Computer equipment	1,156		2,113
Construction-in-progress	209		—
	27,575		54,864
Less accumulated depreciation and amortization	(11,104)		(17,040)
Total	$	16,471	$	37,824

_______________________________

(1) Refer to Note 12, Leases.

Schedule of accounts payable and accrued liabilities

Accounts Payable and Accrued Liabilities


	September 30, 2021		December 31, 2020
	(unaudited)
Accounts payable	$	9,125	$	6,147
Accrued compensation	13,426		16,008
Accrued royalties (1)	12,781		13,890
Accrued product costs	8,408		9,587
Accrued professional fees	7,453		7,730
Accrued clinical trial costs (2)	6,774		12,842
Operating lease liabilities, current portion (3)	5,904		3,760
Other accrued expenses	8,415		8,970
Total	$	72,286	$	78,934

_______________________________

(1) Refer to Note 15, Commitments and Contingencies.

(2) Includes preclinical and all clinical trial-related costs.

(3) Refer to Note 12, Leases.

Schedule of accrued product returns and rebates

Accrued Product Returns and Rebates


	September 30, 2021		December 31, 2020
	(unaudited)
Accrued product rebates	$	98,636	$	96,589
Accrued product returns	33,412		29,603
Total	$	132,048	$	126,192

Other liabilities

Other Liabilities


	September 30, 2021		December 31, 2020
	(unaudited)
Nonrecourse liability related to sale of future royalties, long term	$	8,139	$	13,410
Finance lease liability, long term (1)	—		20,235
Other liabilities	10,047		9,146
Total	$	18,186	$	42,791

______________________________

(1) Refer to Note 12, Leases.

Interest Expense (Tables)

9 Months Ended

Sep. 30, 2021

Other Income and Expenses [Abstract]

Schedule of interest expense

The following details the composition of interest expense (dollars in thousands):


	Three Months ended September 30,				Nine Months ended September 30,
	2021		2020		2021		2020
	(unaudited)				(unaudited)
Interest expense	$	(5,033)	$	(4,945)	$	(14,593)	$	(14,430)
Interest expense on nonrecourse liability related to sale of future royalties	(892)		(1,143)		(2,896)		(3,228)
Total	$	(5,925)	$	(6,088)	$	(17,489)	$	(17,658)

Business Organization (Details) - Adamas Pharmaceuticals - Subsequent Event	Oct. 10, 2021 $ / shares
Noncash or Part Noncash Acquisitions [Line Items]
Share price (in dollars per share)	$ 8.10
Rights per share (in dollars per share)	$ 0.50

Summary of Significant Accounting Policies - Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2021 segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Advertising costs	$ 22.6	$ 15.4	$ 59.7	$ 37.9

USWM Acquisition - Narrative (Details) - USD ($)		3 Months Ended			9 Months Ended		12 Months Ended
USWM Acquisition - Narrative (Details) - USD ($)	Jun. 09, 2020	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Business Acquisition [Line Items]
Cash consideration to Seller - net of cash acquired					$ 950,000	$ 297,200,000
Other noncash adjustments, net		$ 80,000		$ 200,000	(7,650,000)	$ 200,000
Contingent consideration		69,050,000	$ 76,700,000		$ 69,050,000		$ 76,700,000
SPN-830 Regulatory and Commercial Activities
Business Acquisition [Line Items]
Fair value of contingent consideration	$ 130,000,000
SPN-830 Future Sales Performance
Business Acquisition [Line Items]
Fair value of contingent consideration	100,000,000
SPN-830 FDA Acceptance Milestone
Business Acquisition [Line Items]
Fair value of contingent consideration	25,000,000
SPN-830 NDA Approval Milestone
Business Acquisition [Line Items]
Fair value of contingent consideration	105,000,000
SPN-830 First Commercial And Sale
Business Acquisition [Line Items]
Fair value of contingent consideration	100,000,000
APOKYN
Business Acquisition [Line Items]
Fair value of contingent consideration	35,000,000
APOKYN and SPN-830
Business Acquisition [Line Items]
Fair value of contingent consideration	65,000,000
MDD US Enterprises LLC (Formerly USWM Enterprises)
Business Acquisition [Line Items]
Cash consideration to Seller - net of cash acquired	299,491,000
Additional cash payments upon milestone achievements maximum	230,000,000
Additional cash payments upon milestone achievements minimum	0
Other noncash adjustments, net		$ 7,700,000	$ (40,900,000)				$ 40,900,000
Contingent consideration	74,800,000
Fair value of intangible assets	355,000,000
Tax deductible goodwill	0
MDD US Enterprises LLC (Formerly USWM Enterprises) \| Acquired IPR&D
Business Acquisition [Line Items]
Fair value of intangible assets	124,000,000
MDD US Enterprises LLC (Formerly USWM Enterprises) \| Acquired developed technology and product rights
Business Acquisition [Line Items]
Fair value of intangible assets	231,000,000
MDD US Enterprises LLC (Formerly USWM Enterprises) \| Previously Reported
Business Acquisition [Line Items]
Cash consideration to Seller - net of cash acquired	297,200,000
Fair value of contingent consideration	$ 115,700,000

USWM Acquisition - Purchase Price Consideration (Details) - USD ($) $ in Thousands		9 Months Ended
	Jun. 09, 2020	Sep. 30, 2021	Sep. 30, 2020
Business Acquisition [Line Items]
Fair value of contingent consideration		$ 0	$ 115,900
Cash consideration to Seller - net of cash acquired		$ 950	$ 297,200
MDD US Enterprises LLC (Formerly USWM Enterprises)
Business Acquisition [Line Items]
Cash consideration	$ 306,485
Fair value of contingent consideration	74,800
Fair value of contingent consideration	381,285
Cash consideration to Seller - net of cash acquired	299,491
Previously Reported \| MDD US Enterprises LLC (Formerly USWM Enterprises)
Business Acquisition [Line Items]
Cash consideration to Seller - net of cash acquired	$ 297,200

USWM Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Jun. 09, 2020
Business Acquisition [Line Items]
Goodwill	$ 77,963	$ 77,911
MDD US Enterprises LLC (Formerly USWM Enterprises)
Business Acquisition [Line Items]
Cash and cash equivalents			$ 6,994
Accounts receivable, net			18,474
Inventories, net			11,600
Prepaid expenses and other current assets			3,564
Property and equipment, net			454
Operating lease asset			11,029
Fair value of intangible assets			355,000
Other assets			340
Total fair value of assets acquired			407,455
Accounts payable			(2,573)
Accrued expenses and other current liabilities			(23,339)
Operating lease liability			11,029
Deferred income tax liabilities, net			(67,192)
Total fair value of liabilities assumed			(104,133)
Total identifiable net assets			303,322
Goodwill			77,963
Total purchase price			$ 381,285

USWM Acquisition - Components of Intangible Assets and Estimated Useful Lives (Details) - MDD US Enterprises LLC (Formerly USWM Enterprises) $ in Thousands	Jun. 09, 2020 USD ($)
Business Acquisition [Line Items]
Fair Value	$ 355,000
Acquired IPR&D
Business Acquisition [Line Items]
Fair Value	124,000
Acquired developed technology and product rights
Business Acquisition [Line Items]
Fair Value	$ 231,000
Acquired developed technology and product rights \| Minimum
Business Acquisition [Line Items]
Estimated Useful Lives as of Closing Date (in years)	10 years 6 months
Acquired developed technology and product rights \| Maximum
Business Acquisition [Line Items]
Estimated Useful Lives as of Closing Date (in years)	12 years 6 months

USWM Acquisition - Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
MDD US Enterprises LLC (Formerly USWM Enterprises)
Business Acquisition [Line Items]
Net product sales	$ 32,499	$ 40,863	$ 96,205	$ 51,493

Disaggregated Revenues - Summary of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Total revenues	$ 148,464	$ 155,135	$ 420,725	$ 376,840
Net product sales
Disaggregation of Revenue [Line Items]
Total revenues	145,532	152,133	412,541	368,607
Trokendi XR
Disaggregation of Revenue [Line Items]
Total revenues	80,935	82,906	231,531	241,131
Oxtellar XR
Disaggregation of Revenue [Line Items]
Total revenues	29,728	28,364	82,120	75,983
APOKYN
Disaggregation of Revenue [Line Items]
Total revenues	24,627	34,482	73,338	43,082
MYOBLOC
Disaggregation of Revenue [Line Items]
Total revenues	4,596	4,050	13,477	5,279
XADAGO
Disaggregation of Revenue [Line Items]
Total revenues	3,276	2,331	9,390	3,132
Qelbree
Disaggregation of Revenue [Line Items]
Total revenues	2,370	0	2,685	0
Royalty revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 2,932	$ 3,002	$ 8,184	$ 8,233

Disaggregated Revenues - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue Recognition
Non-cash royalty revenue	$ 2.4	$ 2.4	$ 6.8	$ 6.3
Revenue from Contract with Customer Benchmark \| Product Concentration Risk \| Trokendi XR
Revenue Recognition
Concentration risk percentage (more than)	56.00%	54.00%		65.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Three Major Customers
Revenue Recognition
Concentration risk percentage (more than)			25.00%	85.00%

Investments - Unrestricted Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Amortized cost	$ 628,461	$ 472,306
Gross unrealized gains	5,878	11,987
Gross unrealized losses	(289)	(41)
Total fair value	$ 634,050	$ 484,252

Investments - Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Investments, Debt and Equity Securities [Abstract]
Less than 1 year	$ 228,571
1 year to 2 years	220,770
2 years to 3 years	184,709
3 years to 4 years	0
Greater than 4 years	0
Total	$ 634,050	$ 484,252

Investments - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
Investments - Narrative (Details) - USD ($)	Apr. 30, 2020	Mar. 31, 2021	Jun. 30, 2020	Sep. 30, 2021
Investments, Debt and Equity Securities [Abstract]
Impairment due to credit losses				$ 0
Variable Interest Entity [Line Items]
Impairment due to credit losses				$ 0
Navitor Pharmaceuticals, Inc. \| Variable Interest Entity, Not Primary Beneficiary
Investments, Debt and Equity Securities [Abstract]
Impairment due to credit losses		$ 15,000,000
Variable Interest Entity [Line Items]
Agreement termination notice period	30 days
Threshold for development costs payments	$ 50,000,000
Payment for option issue fee			$ 10,000,000
VIE, qualitative or quantitative information, ownership percentage	13.00%
Impairment due to credit losses		$ 15,000,000

Fair Value of Financial Instruments and Contingent Consideration - Narrative (Details) - USD ($)	3 Months Ended				7 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Fair value of financial instruments
Impairment due to credit losses						$ 0
Other noncash adjustments, net	$ 80,000			$ 200,000		(7,650,000)	$ 200,000
Change in fair value recognized in earnings	100,000				$ 1,900,000	(7,650,000)
MDD US Enterprises LLC (Formerly USWM Enterprises)
Fair value of financial instruments
Other noncash adjustments, net	7,700,000		$ (40,900,000)					$ 40,900,000
Variable Interest Entity, Not Primary Beneficiary \| Navitor Pharmaceuticals, Inc.
Fair value of financial instruments
Impairment due to credit losses		$ 15,000,000
Recurring
Fair value of financial instruments
Total assets at fair value	849,928,000		773,439,000		773,439,000	849,928,000		773,439,000
Recurring \| Level 3
Fair value of financial instruments
Total assets at fair value	$ 0		$ 0		$ 0	$ 0		$ 0

Fair Value of Financial Instruments and Contingent Consideration - Carrying Value (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Liabilities:
Contingent consideration	$ 69,050,000	$ 76,700,000
Recurring
Other noncurrent assets
Marketable securities - restricted (SERP)	597,000	547,000
Total assets at fair value	849,928,000	773,439,000
Liabilities:
Contingent consideration	69,050,000	76,700,000
Total liabilities at fair value	69,050,000	76,700,000
Recurring \| Corporate debt securities
Marketable securities
Marketable securities	211,857,000	133,893,000
Long term marketable securities
Long term marketable securities	405,479,000	350,359,000
Recurring \| Municipal debt securities \| Total Fair Value
Marketable securities
Marketable securities	16,714,000
Recurring \| Cash
Assets:
Cash and cash equivalents	193,947,000	218,550,000
Recurring \| Money market funds
Assets:
Cash and cash equivalents	21,334,000	70,090,000
Recurring \| Level 1
Other noncurrent assets
Marketable securities - restricted (SERP)	5,000	3,000
Total assets at fair value	215,538,000	288,899,000
Liabilities:
Contingent consideration	0	0
Total liabilities at fair value	0	0
Recurring \| Level 1 \| Corporate debt securities
Marketable securities
Marketable securities	252,000	0
Long term marketable securities
Long term marketable securities	0	256,000
Recurring \| Level 1 \| Municipal debt securities
Marketable securities
Marketable securities	0
Recurring \| Level 1 \| Cash
Assets:
Cash and cash equivalents	193,947,000	218,550,000
Recurring \| Level 1 \| Money market funds
Assets:
Cash and cash equivalents	21,334,000	70,090,000
Recurring \| Level 2
Other noncurrent assets
Marketable securities - restricted (SERP)	592,000	544,000
Total assets at fair value	634,390,000	484,540,000
Liabilities:
Contingent consideration	0	0
Total liabilities at fair value	0	0
Recurring \| Level 2 \| Corporate debt securities
Marketable securities
Marketable securities	211,605,000	133,893,000
Long term marketable securities
Long term marketable securities	405,479,000	350,103,000
Recurring \| Level 2 \| Municipal debt securities
Marketable securities
Marketable securities	16,714,000
Recurring \| Level 2 \| Cash
Assets:
Cash and cash equivalents	0	0
Recurring \| Level 2 \| Money market funds
Assets:
Cash and cash equivalents	0	0
Recurring \| Level 3
Other noncurrent assets
Marketable securities - restricted (SERP)	0	0
Total assets at fair value	0	0
Liabilities:
Contingent consideration	69,050,000	76,700,000
Total liabilities at fair value	69,050,000	76,700,000
Recurring \| Level 3 \| Corporate debt securities
Marketable securities
Marketable securities	0	0
Long term marketable securities
Long term marketable securities	0	0
Recurring \| Level 3 \| Municipal debt securities
Marketable securities
Marketable securities
Recurring \| Level 3 \| Cash
Assets:
Cash and cash equivalents	0	0
Recurring \| Level 3 \| Money market funds
Assets:
Cash and cash equivalents	$ 0	$ 0

Fair Value of Financial Instruments and Contingent Consideration - Reconciliation of the Beginning and Ending Balances Related to the Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended	7 Months Ended	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020	Sep. 30, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period		$ 115,700	$ 76,700
Measurement period adjustment		(40,900)
Change in fair value recognized in earnings	$ 100	1,900	(7,650)
Balance at end of period	69,050	76,700	69,050
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	69,050	76,700	69,050
Regulatory and developmental contingent consideration liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	69,050	68,000	69,050
Sales-based contingent consideration liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Contingent consideration	$ 0	$ 8,700	$ 0

Goodwill and Intangible Assets, Net - Goodwill and Intangible Assets Gross Carrying Amount and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Intangible assets:
Goodwill	$ 77,963	$ 77,911
Intangible assets subject to amortization	398,820	398,579
Less accumulated amortization	(52,201)	(34,237)
Total intangible assets, net	346,619	364,342
Acquired developed technology and product rights
Intangible assets:
Intangible assets subject to amortization	231,000	232,000
Capitalized patent defense costs
Intangible assets:
Intangible assets subject to amortization	43,820	43,579
Acquired IPR&D
Intangible assets:
Acquired IPR&D	$ 124,000	$ 123,000
Minimum \| Acquired developed technology and product rights
Intangible assets:
Remaining Weighted- Average Life (Years)	9 years 3 months
Minimum \| Capitalized patent defense costs
Intangible assets:
Remaining Weighted- Average Life (Years)	1 year 3 months
Maximum \| Acquired developed technology and product rights
Intangible assets:
Remaining Weighted- Average Life (Years)	11 years 3 months
Maximum \| Capitalized patent defense costs
Intangible assets:
Remaining Weighted- Average Life (Years)	5 years 6 months

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 6,009	$ 6,108	$ 17,964	$ 9,814

Convertible Senior Notes Due 2023 - Narrative (Details)	1 Months Ended	3 Months Ended	9 Months Ended
Convertible Senior Notes Due 2023 - Narrative (Details)	Mar. 31, 2018 day $ / shares Rate shares	Mar. 31, 2021 USD ($)	Sep. 30, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Notes payable
Strike price of the warrant transactions (in dollars per share) \| $ / shares	$ 80.9063		$ 80.9063
Convertible Debt
Notes payable
Interest rate	0.625%
Principal amount of debt \| $			$ 402,500,000	$ 402,500,000
Conversion rate for the notes (in shares per $1,000 principal amount)			0.0168545
Conversion price, per share of common stock (in dollars per share) \| $ / shares	$ 59.33		$ 59.33
Convertible note hedge options issued (in shares) \| shares	402,500
Common stock issued upon conversion of notes (in shares) \| shares	6,800,000
Warrants issued (in shares) \| shares	6,783,939
Number of shares per warrant entitled to holder (in shares) \| shares	1
Conversion of debt to equity \| $		$ 0	$ 0
Convertible Debt \| Conversion Circumstance One
Notes payable
Threshold trading days (whether or not consecutive) \| day	20
Consecutive trading day period (in days) \| day	30
Conversion rate of the notes on trading day (as percent)	130.00%
Conversion option stock price trigger (in dollars per share) \| $ / shares	$ 77.13
Convertible Debt \| Conversion Circumstance Two
Notes payable
Threshold trading days (whether or not consecutive) \| day	5
Consecutive trading day period (in days) \| day	10
Conversion rate of the notes on trading day (as percent) \| Rate	98.00%

Convertible Senior Notes Due 2023 - Summary of liability component of 2023 Notes (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total carrying value	$ 374,788,000	$ 361,751,000
Convertible Debt
Debt Instrument [Line Items]
2023 Notes	402,500,000	402,500,000
Unamortized debt discount and deferred financing costs	(27,712,000)	(40,749,000)
Total carrying value	374,788,000	361,751,000
Convertible Notes \| Level 2
Debt Instrument [Line Items]
Fair value (Level 2)	$ 397,469,000	$ 383,381,000

Share-Based Payments - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based payments
Total	$ 4,027	$ 4,490	$ 13,874	$ 13,440
Research and development
Share-based payments
Total	615	777	1,909	2,276
Selling, general and administrative
Share-based payments
Total	$ 3,412	$ 3,713	$ 11,965	$ 11,164

Share-Based Payments - SAR Activity (Details) - Stock option and Stock Appreciation Rights - $ / shares	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Number of Options
Outstanding at the beginning of the period (in shares)	5,451,862	5,451,862
Granted (in shares)		991,325
Exercised (in shares)		(233,347)
Forfeited (in shares)		(410,488)
Outstanding at the end of the period (in shares)		5,799,352
Exercisable (in shares)		3,679,177	3,218,771
Vested and expected to vest (in shares)		5,799,352	5,451,862
Weighted- Average Exercise Price (per share)
Outstanding at the beginning of the period (in dollars per share)	$ 23.26	$ 23.26
Granted (in dollars per share)		28.93
Exercised (in dollars per share)		18.82
Forfeited (in dollars per share)		27.43
Outstanding at the end of the period (in dollars per share)		24.11
Vested and expected to vest (in dollars per share)		24.11	$ 23.26
Exercisable (in dollars per share)		$ 21.23	$ 19.36
Weighted- Average Remaining Contractual Term (in years)
Outstanding at the end of the period	6 years 3 months 10 days	6 years 2 months 4 days
Vested and expected to vest	6 years 3 months 10 days	6 years 2 months 4 days
Exercisable	4 years 9 months 7 days	4 years 9 months 18 days

Share-Based Payments - Restricted Stock Units (Details) - RSUs	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Number of RSUs
Nonvested, beginning balance (in shares) \| shares	26,055
Granted (in shares) \| shares	21,110
Vested (in shares) \| shares	(26,055)
Forfeited (in shares) \| shares	0
Nonvested, ending balance (in shares) \| shares	21,110
Weighted-Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 23.99
Granted (in dollars per share) \| $ / shares	29.61
Vested (in dollars per share) \| $ / shares	23.99
Forfeited (in dollars per share) \| $ / shares	0
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 29.61

Share-Based Payments - Performance Stock Units (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Total PSUs
Number of PSUs
Nonvested, beginning balance (in shares) \| shares	15,625
Granted (in shares) \| shares	115,000
Vested (in shares) \| shares	(40,000)
Forfeited (in shares) \| shares	1,500
Nonvested, ending balance (in shares) \| shares	89,125
Weighted-Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 23.41
Weighted average fair value, grant date, (in dollars per share) \| $ / shares	29.55
Vested (in dollars per share) \| $ / shares	29.61
Forfeited (in dollars per share) \| $ / shares	30.45
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 28.43
Performance-Based Units
Number of PSUs
Nonvested, beginning balance (in shares) \| shares	0
Granted (in shares) \| shares	95,000
Vested (in shares) \| shares	(40,000)
Forfeited (in shares) \| shares	1,500
Nonvested, ending balance (in shares) \| shares	53,500
Weighted-Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 0
Weighted average fair value, grant date, (in dollars per share) \| $ / shares	29.74
Vested (in dollars per share) \| $ / shares	29.61
Forfeited (in dollars per share) \| $ / shares	30.45
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 29.82
Market-Based Units
Number of PSUs
Nonvested, beginning balance (in shares) \| shares	15,625
Granted (in shares) \| shares	20,000
Vested (in shares) \| shares	0
Forfeited (in shares) \| shares	0
Nonvested, ending balance (in shares) \| shares	35,625
Weighted-Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 23.41
Weighted average fair value, grant date, (in dollars per share) \| $ / shares	28.63
Vested (in dollars per share) \| $ / shares	0
Forfeited (in dollars per share) \| $ / shares	0
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 26.34

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Mar. 31, 2018
Income per share
Strike price of the warrant transactions (in dollars per share)	$ 80.9063		$ 80.9063		$ 80.9063
Numerator:
Net earnings	$ 21,562	$ 39,997	$ 50,982	$ 96,182
Denominator:
Weighted average shares outstanding, basic (in shares)	53,187,764	52,658,850	53,053,441	52,583,891
Effect of dilutive securities:
Stock options, RSU and SAR (in shares)	1,147,030	1,103,792	1,248,020	1,079,382
Weighted average shares outstanding, diluted (in shares)	54,334,794	53,762,642	54,301,461	53,663,273
Earnings per share, basic (in dollars per share)	$ 0.41	$ 0.76	$ 0.96	$ 1.83
Earnings per share, diluted (in dollars per share)	$ 0.40	$ 0.74	$ 0.94	$ 1.79
Stock options, RSUs, PSUs
Income per share
Common stock equivalents excluded in the calculation of diluted income per share (in shares)	1,654,816	2,677,770	1,397,424	2,905,469
Convertible Debt
Income per share
Conversion price, per share of common stock (in dollars per share)	$ 59.33		$ 59.33		$ 59.33

Income Tax Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Tax Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Tax Disclosure [Abstract]
Income tax expense	$ 7,398	$ 12,714	$ 20,142	$ 32,773
Effective tax rate	25.50%	24.10%	28.30%	25.40%

- Definition

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

+ References + Details

Leases - Leases Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Assets
Operating lease assets	$ 30,108	$ 20,231
Finance lease asset	0	20,874
Total lease assets	$ 30,108	$ 41,105
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property and equipment, net	Property and equipment, net
Lease liabilities, current
Operating lease liabilities, current portion	$ 5,904	$ 3,760
Finance lease liability, current portion	$ 0	$ 3,761
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accounts payable and accrued liabilities	Accounts payable and accrued liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Lease liabilities, long term
Operating lease liabilities, long term	$ 37,261	$ 28,579
Finance lease liability, long term	$ 0	$ 20,235
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities, long term	Operating lease liabilities, long term
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other liabilities	Other liabilities
Total lease liabilities	$ 43,165	$ 56,335

Leases - Narrative (Details)	Feb. 01, 2019
Leases [Abstract]
Optional lease renewal term (in years)	10 years

Composition of Balance Sheet Items - Accounts Receivables (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for expected sales discounts and allowances	$ 11.2	$ 11.4
Three Major Customers \| Accounts Receivable \| Customer Concentration Risk
Concentration of Credit Risk
Concentration risk percentage (more than)	85.00%

Composition of Balance Sheet Items - Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 9,710	$ 22,208
Work in process	37,910	8,985
Finished goods	12,535	17,132
Total inventories	60,155	48,325
Inventory [Line Items]
Raw materials	$ 9,710	22,208
Product Candidates
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials		19,100
Inventory [Line Items]
Raw materials		$ 19,100

Composition of Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Property and equipment
Finance lease assets	$ 0		$ 0		$ 22,747
Total property and equipment, gross	27,575		27,575		54,864
Less accumulated depreciation and amortization	(11,104)		(11,104)		(17,040)
Property and equipment, net	16,471		16,471		37,824
Depreciation and amortization expense	600	$ 700	1,900	$ 1,800
Lab equipment and furniture
Property and equipment
Property and equipment, gross	11,734		11,734		12,526
Leasehold improvements
Property and equipment
Property and equipment, gross	12,453		12,453		15,183
Software
Property and equipment
Property and equipment, gross	2,023		2,023		2,295
Computer equipment
Property and equipment
Property and equipment, gross	1,156		1,156		2,113
Construction-in-progress
Property and equipment
Property and equipment, gross	$ 209		$ 209		$ 0

Composition of Balance Sheet Items - Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 9,125	$ 6,147
Accrued compensation	13,426	16,008
Accrued royalties	12,781	13,890
Accrued product costs	8,408	9,587
Accrued professional fees	7,453	7,730
Accrued clinical trial costs	6,774	12,842
Operating lease liabilities, current portion	5,904	3,760
Other accrued expenses	8,415	8,970
Total	$ 72,286	$ 78,934

Composition of Balance Sheet Items - Accrued Product Returns and Rebates (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued product rebates	$ 98,636	$ 96,589
Accrued product returns	33,412	29,603
Total	$ 132,048	$ 126,192

Composition of Balance Sheet Items - Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nonrecourse liability related to sale of future royalties, long term	$ 8,139	$ 13,410
Finance lease liability, long term	0	20,235
Other liabilities	10,047	9,146
Total	$ 18,186	$ 42,791

Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Interest Expense (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Other Income and Expenses [Abstract]
Interest expense	$ (5,033)	$ (4,945)	$ (14,593)	$ (14,430)
Interest expense on nonrecourse liability related to sale of future royalties	(892)	(1,143)	(2,896)	(3,228)
Total	(5,925)	(6,088)	(17,489)	(17,658)
Amortization of deferred financing costs and debt discount	$ 4,400	$ 4,200	$ 13,037	$ 12,351

Commitments and Contingencies (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Mar. 31, 2019	Sep. 30, 2021	Sep. 30, 2014
Long-term Purchase Commitment [Line Items]
Nonrecourse liability related to sale of future royalties, long term			$ 30.0
MDD US Enterprises LLC (Formerly USWM Enterprises)
Long-term Purchase Commitment [Line Items]
Payment to resolve U.S. Department of Justice allegations	$ 17.5
MDD US Enterprises LLC (Formerly USWM Enterprises)
Long-term Purchase Commitment [Line Items]
Commitment period		5 years
Spend commitment amount, current period		$ 1.1

Subsequent Events (Details) $ / shares in Units, € in Millions	Oct. 10, 2021 USD ($) rights $ / shares	Oct. 31, 2021 EUR (€)	Sep. 30, 2021 $ / shares	Sep. 30, 2021 EUR (€)	Dec. 31, 2020 $ / shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)			$ 0.001		$ 0.001
Merz Agreement
Subsequent Event [Line Items]
Annual minimum purchase quantity requirement amount \| €				€ 3.0
Subsequent Event
Subsequent Event [Line Items]
Contingents vale rights \| rights	2
Subsequent Event \| Adamas Pharmaceuticals
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)	$ 0.001
Subsequent Event \| Adamas Pharmaceuticals
Subsequent Event [Line Items]
Share price (in dollars per share)	$ 8.10
Cash payment \| $	$ 400,000,000
Fair value of contingent consideration \| $	$ 50,000,000
Rights per share (in dollars per share)	$ 0.50
Additional cash payments upon milestone achievements minimum \| $	$ 150,000,000
Additional cash payments upon milestone achievements maximum \| $	$ 225,000,000
Milestone achievment payments per share (in dollars per share)	$ 1.00
Subsequent Event \| Merz Agreement
Subsequent Event [Line Items]
Annual minimum purchase quantity requirement amount \| €		€ 3.9