0001356576-22-000046 | 10-Q | XBRL Viewer | Supernus Pharmaceuticals INC

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2022	May 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
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		53,413,211
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	2022
Document Fiscal Period Focus	Q1

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 115,715	$ 203,434
Marketable securities	196,485	136,246
Accounts receivable, net	145,149	148,932
Inventories, net	88,795	85,959
Prepaid expenses and other current assets	22,372	27,019
Total current assets	568,516	601,590
Long-term marketable securities	125,337	119,166
Property and equipment, net	17,215	16,955
Intangible assets, net	764,049	784,693
Goodwill	115,414	117,516
Other assets	48,986	49,232
Total assets	1,639,517	1,689,152
Current liabilities
Accounts payable and accrued liabilities	89,432	117,683
Accrued product returns and rebates	140,181	132,724
Contingent consideration, current portion	46,890	44,840
Other current liabilities	8,055	20,132
Total current liabilities	284,558	315,379
Convertible notes, net	400,382	379,252
Contingent consideration, long-term	9,252	35,637
Operating lease liabilities, long-term	39,891	41,298
Deferred income tax liabilities	62,843	85,355
Other liabilities	14,145	16,380
Total liabilities	811,071	873,301
Stockholders’ equity
Common stock, $0.001 par value; 130,000,000 shares authorized; 53,386,305 and 53,256,094 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	53	53
Additional paid-in capital	383,016	434,337
Accumulated other comprehensive earnings (loss), net of tax	(773)	1,539
Retained earnings	446,150	379,922
Total stockholders’ equity	828,446	815,851
Total liabilities and stockholders’ equity	$ 1,639,517	$ 1,689,152

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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)	53,386,305	53,386,305
Common stock shares outstanding (in shares)	53,256,094	53,256,094

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

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Revenues

Total revenues

$ 152,506

$ 130,932

Costs and expenses

Cost of goods sold

^[1]

17,932

14,954

Research and development

20,839

34,280

Selling, general and administrative

90,459

61,457

Amortization of intangible assets

20,644

6,007

Contingent consideration expense

665

1,020

Total costs and expenses

150,539

117,718

Operating earnings

1,967

13,214

Other income (expense)

Interest expense

(1,942)

(6,097)

Interest and other income, net

14,698

3,812

Total other income (expense)

12,756

(2,285)

Earnings before income taxes

14,723

10,929

Income tax (benefit) expense

(10,893)

5,235

Net earnings

$ 25,616

$ 5,694

Earnings per share

Basic (in dollars per share)

$ 0.48

$ 0.11

Diluted (in dollars per share)

$ 0.43

$ 0.11

Weighted average shares outstanding

Basic (in shares)

53,330,837

52,927,467

Diluted (in shares)

61,406,555

54,196,971

Net product sales

Revenues

Total revenues

$ 147,464

$ 128,381

Royalty revenues

Revenues

Total revenues

$ 5,042

$ 2,551

[1]	Excludes amortization of acquired intangible assets

Condensed Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
Net earnings	$ 25,616	$ 5,694
Other comprehensive loss
Unrealized loss on marketable securities, net of tax	(2,312)	(2,726)
Other comprehensive loss	(2,312)	(2,726)
Comprehensive earnings	$ 23,304	$ 2,968

- 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	Cumulative effect of adoption of ASU 2020-06	Balance, January 1, 2022	Common Stock	Common Stock Balance, January 1, 2022	Additional Paid-in Capital	Additional Paid-in Capital Cumulative effect of adoption of ASU 2020-06	Additional Paid-in Capital Balance, January 1, 2022	Accumulated Other Comprehensive Earnings (Loss)	Accumulated Other Comprehensive Earnings (Loss) Balance, January 1, 2022	Retained Earnings	Retained Earnings Cumulative effect of adoption of ASU 2020-06	Retained Earnings Balance, January 1, 2022
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 in connection with 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
Increase (Decrease) in Stockholders' Equity
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06
Balance (in shares) at Dec. 31, 2021				53,256,094	53,256,094
Balance at Dec. 31, 2021	$ 815,851	$ (15,600)	$ 800,251	$ 53	$ 53	434,337	$ (56,212)	$ 378,125	1,539	$ 1,539	379,922	$ 40,612	$ 420,534
Increase (Decrease) in Stockholders' Equity
Share-based compensation	4,025					4,025
Issuance of common stock in connection with the Company’s equity award plans (in shares)				130,211
Issuance of common stock in connection with the Company’s equity award plans	866					866
Net earnings	25,616										25,616
Unrealized loss on marketable securities, net of tax	(2,312)								(2,312)
Balance (in shares) at Mar. 31, 2022				53,386,305
Balance at Mar. 31, 2022	$ 828,446			$ 53		$ 383,016			$ (773)		$ 446,150

- Definition

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+ Details

- Definition

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

+ References

+ Details

- 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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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net earnings	$ 25,616	$ 5,694
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	21,362	6,592
Navitor investment R&D expense (see Note 5)	0	15,000
Other income from Navitor (see Note 5)	(12,888)	0
Amortization of deferred financing costs and debt discount	526	4,287
Realized gains from sales of marketable securities	0	(216)
Amortization of premium/discount on marketable securities	(360)	(1,706)
Change in fair value of contingent consideration	665	1,020
Other noncash adjustments, net	84	(1,202)
Share-based compensation expense	4,025	4,371
Deferred income tax benefit	(13,011)	(2,565)
Changes in operating assets and liabilities:
Accounts receivable	3,812	13,805
Inventories	(2,468)	(1,048)
Prepaid expenses and other assets	1,061	(368)
Accrued product returns and rebates	7,457	2,544
Accounts payable and other liabilities	(29,479)	(10,008)
Contingent consideration	2,100	0
Net cash provided by operating activities	4,302	36,200
Cash flows from investing activities
Purchases of marketable securities	(98,063)	(119,063)
Sales and maturities of marketable securities	28,927	49,579
Purchases of property and equipment and deferred legal fees paid	(851)	(1,961)
Net cash used in investing activities	(69,987)	(71,445)
Cash flows from financing activities
Payment of contingent consideration	(22,900)	0
Proceeds from issuance of common stock	866	2,247
Net cash (used in) provided by financing activities	(22,034)	2,247
Net change in cash and cash equivalents	(87,719)	(32,998)
Cash and cash equivalents at beginning of year	203,434	288,640
Cash and cash equivalents at end of period	115,715	255,642
Supplemental cash flow information
Cash paid for interest on convertible notes	1,258	1,258
Cash paid for income taxes	478	301
Cash paid for operating leases	2,949	1,834
Noncash investing and financing activities
Lease assets and tenant receivable obtained for new operating leases	27	1,432
Deferred legal fees and fixed assets included in accounts payable and accrued expenses	0	160
Capital Expenditures Incurred but Not yet Paid	$ 549	$ 0

Business Organization	3 Months Ended
Business Organization	Mar. 31, 2022
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, chronic sialorrhea, dyskinesia in PD patients receiving levodopa-based therapy, and drug-induced extrapyramidal reactions in adult patients. The Company is developing a broad range of novel CNS product candidates including new potential treatments for hypomobility in PD, epilepsy, depression, and other CNS disorders. Commercial Products •Trokendi XR® (topiramate) is the first once-daily extended-release topiramate product indicated for the treatment of epilepsy in patients 6 years of age and older in the United States (U.S.) market. It is also indicated for the prophylaxis of migraine headache in adults and adolescents 12 years and older. •Oxtellar XR® (oxcarbazepine) is indicated as therapy for the treatment of partial onset seizures in patients 6 years of age and older. It is also the first once-daily extended-release oxcarbazepine product indicated for the treatment of epilepsy in the U.S. •Qelbree® (viloxazine extended-release capsules) is a novel non-stimulant product indicated for the treatment of ADHD in adults and pediatric patients 6 years and older. On April 2, 2021, the U.S. Food and Drug Administration (FDA) approved Qelbree for the treatment of ADHD in pediatric patients 6 to 17 years of age. In May 2021, the Company launched Qelbree for pediatric patients in the U.S. On April 29, 2022, the FDA approved Qelbree for treatment of ADHD in adult patients. The Company is expecting to launch Qelbree for adult patients by the end of May 2022. •APOKYN® (apomorphine hydrochloride injection) is a product indicated for the acute, intermittent treatment of hypomobility, "off" episodes ("end-of-dose wearing off" and unpredictable "on/off" episodes) in patients with advanced PD. •MYOBLOC® (rimabotulinumtoxinB injection) is a product indicated for the treatment of cervical dystonia and chronic sialorrhea in adults. It is the only botulinum toxin type B 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. •GOCOVRI® (amantadine) extended-release capsules is the first and only FDA approved medicine indicated for the treatment of dyskinesia in patients with PD receiving levodopa-based therapy, with or without concomitant dopaminergic medications, and as an adjunctive treatment to levodopa/carbidopa with PD experiencing "off" episodes. •OSMOLEX ER® (amantadine) extended-release tablets is for the treatment of PD and drug-induced extrapyramidal reactions in adult patients. Product Candidates The Company is also developing a pipeline of novel CNS product candidates for the treatment of various CNS conditions. The Company's product candidates in clinical development include the following: •SPN-830 (apomorphine infusion device) is a late-stage drug/device combination product candidate for the continuous treatment of motor fluctuations ("off" episodes) in PD patients that are not adequately controlled with oral levodopa and one or more adjunct PD medications. In February 2022, the FDA acknowledged that it received the new drug application (NDA) resubmission for SPN-830 (apomorphine infusion device) for the continuous treatment of motor fluctuations ("off" episodes) in PD. The NDA has a PDUFA date of October 7, 2022. •SPN-820 (NV-5138) is a first-in-class product candidate for treatment-resistant depression, currently in Phase II development. It is an orally active small molecule that directly activates brain mechanistic target of rapamycin complex 1 (mTORC1). •SPN-817 (huperzine A) is a novel product candidate for treatment-resistant seizures, currently in Phase I development. Adamas Acquisition and Reorganization On October 10, 2021, the Company entered into an Agreement and Plan of Merger 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) (Adamas Agreement). On November 24, 2021, the Purchaser was merged with and into Adamas (Merger), with Adamas continuing as the surviving corporation in the Merger as a wholly owned subsidiary of the Company (Adamas Acquisition). Adamas holds and markets two established commercial products in its portfolio, GOCOVRI and Osmolex ER, and has royalty rights to Namzaric®. Allergan plc markets and sells Namzaric in the U.S. In the first quarter of 2022 and subsequent to the Adamas Acquisition, the Company completed a reorganization of the Adamas legal entities in an effort to obtain operational, legal and other benefits that also resulted in certain state tax efficiencies. The legal entities reorganization had no effect on the condensed consolidated financial statements other than certain state tax efficiencies. (See Note 12, Income Taxes.) COVID-19 Impact The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business operations and has assessed the impact of the COVID-19 pandemic on its condensed consolidated financial statements as of March 31, 2022. 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	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2022
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, 2021, 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. Consolidation The Company's condensed consolidated financial statements include the accounts of Supernus Pharmaceuticals, Inc. and its wholly owned subsidiaries. These are collectively referred to herein as "Supernus" or "the Company." All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements reflect the consolidation of entities in which the Company has a controlling financial interest. In determining whether there is a controlling financial interest, the Company considers if it has a majority of the voting interests of the entity, or if the entity is a variable interest entity (VIE) and if the Company is the primary beneficiary. In determining the primary beneficiary of a VIE, the Company evaluates whether it has both: the power to direct the activities of the VIE that most significantly impact the VIE's economic performance; and the obligation to absorb losses of, or the right to receive benefits from the VIE that could potentially be significant to that VIE. The Company's judgment with respect to its level of influence or control of an entity involves the consideration of various factors, including the form of an ownership interest; representation in the entity's governance; the size of the investment; estimates of future cash flows; the ability to participate in policymaking decisions; and the rights of the other investors to participate in the decision making process, including the right to liquidate the entity, if applicable. If the Company is not the primary beneficiary of the VIE, and an ownership interest is maintained in the entity, the interest is accounted for under the equity or cost methods of accounting, as appropriate. 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 valuation of the assets acquired and liabilities assumed in the Adamas Acquisition, 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 $23.9 million and $15.3 million in advertising expense for the three months ended March 31, 2022 and 2021, 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 Accounting Standards Update (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 for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments with cash conversion and beneficial conversion features. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled in whole or in part with equity. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. This new standard also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception. The Company adopted the new guidance as of January 1, 2022 using the modified retrospective method of transition which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result, the cumulative effect of the accounting change increased the carrying amount of the convertible notes, net by $20.6 million, increased retained earnings by $40.6 million, reduced additional paid-in capital by $56.2 million, and decreased deferred tax liabilities by $5.0 million as of January 1, 2022. In addition, the Company had an increase of 6.8 million in dilutive shares included in diluted weighted average shares of common stock outstanding for the purposes of calculating diluted earnings per share under the if-converted method. ASU 2021-10, Government Assistance (Topic 832) - The new standard, issued in November 2021, requires the disclosure of information about transactions with a government that are accounted for by applying a grant or contribution model by analogy. This could include various forms of government assistance, but excludes transactions in the scope of specific US GAAP, such as tax incentives accounted for under Accounting Standards Codification (ASC) 740, Income Taxes. For transactions in the scope of the new standard, information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction are required to be disclosed. This guidance is effective for fiscal years beginning after December 15, 2021 on a prospective basis. The adoption of the new standard as of January 1, 2022 did not have a material impact to the financial statements. New Accounting Pronouncements Not Yet Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers - The new standard, issued in October 2021, amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquiree had initially applied recognition and measurement in their financial statements. This guidance is effective for fiscal years beginning after December 15, 2022 on a prospective basis. Early adoption is permitted.

Acquisition

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Acquisition

Adamas Acquisition

On November 24, 2021 (the Closing Date), the Company completed its purchase of all of the outstanding equity of Adamas Pharmaceuticals, Inc., a publicly-held pharmaceutical company (Adamas), pursuant to the Adamas Agreement dated October 10, 2021. On the Closing Date, Adamas owned two marketed products: GOCOVRI (amantadine) extended-release capsules, the first and only U.S. FDA approved medicine indicated for the treatment of both "off" episodes and dyskinesia in patients with PD receiving levodopa-based therapy and as an adjunctive treatment to levodopa/carbidopa in patients with PD experiencing "off" episodes; and OSMOLEX ER (amantadine) extended-release tablets, approved for the treatment of PD and drug-induced extrapyramidal reactions in adult patients. Adamas also owns the right to receive royalties from Allergan plc for sales of Namzaric (memantine hydrochloride extended-release and donepezil hydrochloride) in the U.S.

The Company paid the Adamas shareholders $400.8 million and transferred two non-tradable contingent value rights (CVRs). Each CVR represents the contractual right to receive a contingent payment of $0.50 per share in cash, less any applicable withholding taxes and without interest, upon the achievement of the applicable milestone (each such amount, a Milestone Payment) in accordance with the terms of a Contingent Value Rights Agreement entered into between the Company and American Stock Transfer & Trust Company, LLC, as rights agent, (CVR Agreement). One Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $150 million during any consecutive 12-month period ending on or before December 31, 2024 (Milestone 2024). Another Milestone Payment is payable (subject to certain terms and conditions) upon the first occurrence of the achievement of aggregate worldwide net sales of GOCOVRI in excess of $225 million during any consecutive 12-month period ending on or before December 31, 2025 (Milestone 2025 and, together with Milestone 2024, the Milestones). Each Milestone may only be achieved once.

In connection with the two CVRs, the Company recorded contingent consideration liabilities of $10.3 million as of the date of the acquisition, to reflect the estimated fair value of the contingent consideration. The estimated fair value of the liabilities were determined using Monte Carlo simulations. The fair value measurement of the contingent consideration liabilities were determined based on significant unobservable inputs and thus represents a Level 3 fair value measurement. The key assumptions considered include the estimated amount and timing of projected cash flows, volatility, estimated discount rates and risk-free interest rate. In each reporting period after the acquisition, the Company will revalue the contingent consideration liabilities and will record increases or decreases in the fair value of the liabilities in its consolidated statements of earnings. Changes in fair value will result from changes in actual and projected milestone achievement, as well as changes to forecasts. The inputs and assumptions may not be observable in the market, but they reflect the assumptions the Company believes would be made by a market participant. The possible outcomes for the contingent consideration range from $0 to $50.9 million on an undiscounted basis.

The acquisition was accounted for as a business combination under the acquisition method of accounting, in accordance with ASC 805, Business Combinations. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. The estimated fair values of the assets acquired and liabilities assumed, including goodwill, have been included in the Company's consolidated financial statements since the acquisition Closing Date.

The Company's accounting for the Adamas Acquisition is preliminary and fair value estimates for the assets acquired and liabilities assumed and the Company's estimates and assumptions are subject to change as the Company obtains additional information for its estimates during the measurement period. During the measurement period, if the Company obtains new information regarding facts and circumstances that existed as of the Closing Date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise its estimates of fair values and purchase price allocation. The effect of measurement period adjustments on the estimated fair value elements will be reflected as if the adjustments had been made as of the Closing Date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings.

The Company expects to finalize its purchase price allocation within one year of the Closing Date. In addition, the Company continues to analyze and assess relevant information necessary to determine, recognize and record at fair value the assets acquired and liabilities assumed in the following areas: intangible assets, lease assets and liabilities, tax assets and liabilities, and certain existing or potential reserves, including those for legal or contract-related matters. The activities the Company is currently undertaking include, but are not limited to, the following: review of acquired contracts and other contract-related and legal matters; review and evaluation of the accounting policies, tax positions, and other tax-related matters. Further,

the Company continues to obtain input from third party valuation firms with respect to the fair value of the acquired tangible and intangible assets, and other information necessary to record and measure the assets acquired and liabilities assumed. Accordingly, the preliminary recognition and measurement of assets acquired and liabilities assumed as of the Closing Date are subject to change.

The following table presents the Company's preliminary estimates of the fair value of assets acquired and liabilities assumed as of the Closing Date and subsequent measurement period adjustments recorded (dollars in thousands):


	As Initially Reported		Measurement Period Adjustments (1)		As Adjusted
Cash and cash equivalents	$	90,064	$	—	$	90,064
Accounts receivable	11,156		—		11,156
Inventories	20,200		—		20,200
Prepaid expenses and other current assets	5,077		—		5,077
Property and equipment	1,254		—		1,254
Intangibles	450,100		—		450,100
Other assets (2)	6,442		(1,620)		4,822
Total fair value of assets acquired	584,293		(1,620)		582,673
Accounts payable	(4,592)		—		(4,592)
Accrued expenses and other current liabilities	(8,014)		—		(8,014)
Current debt	(138,315)		—		(138,315)
Operating lease liabilities, long-term	(5,224)		—		(5,224)
Deferred income tax liabilities (3)	(56,588)		3,722		(52,866)
Total fair value of liabilities assumed	(212,733)		3,722		(209,011)
Total identifiable net assets	371,560		2,102		373,662
Goodwill	39,553		(2,102)		37,451
Total purchase price	411,113		—		411,113

Cash consideration paid	400,806		—		400,806
Fair value of contingent consideration	10,307		—		10,307
Total purchase price	$	411,113	$	—	$	411,113

______________________________

(1) Measurement period adjustments reflect changes based on information related to the facts and circumstances that existed as of the acquisition date.

(2) Refinement of the estimate of fair value of the right of use asset associated with the acquired Adamas headquarters lease. Refer to Note 13, Leases.

(3) Represents tax impact of the changes in the initial estimate of the fair value of the right of use asset and changes made to update certain state tax attributes which existed at the opening balance sheet date.

Acquired Inventory

The estimated 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 dispose of the inventory, as well as a profit on the sale.

Acquired Intangible Assets

The acquired intangible assets include the acquired developed technology and product rights to GOCOVRI and OSMOLEX ER, as well as the right to receive royalties from Allergan plc for sales of Namzaric. The Company determined the estimated fair values for the acquired intangible assets as of the Closing Date using the income approach. This is a valuation technique that provides an estimate of fair value of the assets, based on the market participant's expectations of the cash flows that the assets are forecasted to generate. The cash flows were discounted at a rate commensurate with the level of risk associated with

its projected cash flows. The Company believes the assumptions are representative of those a market participant would use in estimating fair value.

The fair value measurements of the acquired intangible assets were determined based on significant unobservable inputs and thus represent Level 3 fair value measurement. Some of the more significant inputs and assumptions used in the intangible assets valuation includes: the estimated future cash flows from product sales, the timing and projection of costs and expenses, discount rates and tax rates.

Acquired intangible assets consist of developed technology and product rights and are amortized over their estimated useful lives on a straight-line basis. The following table summarizes the preliminary purchase price allocation, and the average remaining useful lives for identifiable intangible assets (dollars in thousands):


	Estimated Fair Value		Estimated Useful Life as of Closing Date (in years)
Acquired developed technology and product rights	$	450,100	3.1 - 8.1

Goodwill

Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. Goodwill is primarily attributable to the anticipated cost synergies, additional growth platforms, and an expanded revenue base with the addition of the assets from the Adamas Acquisition. The goodwill is not expected to be deductible for tax purposes.

Acquired Deferred Income Tax Liabilities, net

The deferred income tax liabilities, net relates to the difference between the financial statement carrying amount and the tax basis of acquired intangible assets and inventory, partially offset by acquired net operating loss carryforwards and other temporary differences. The acquired federal and state net operating loss carryforwards is reduced by a valuation allowance for amounts that are not expected to be realizable in the future.

Revenue and Net Earnings of Adamas

The operations of Adamas and its subsidiaries have been included in the Company's consolidated statements of earnings for the period subsequent to the Closing Date.

Pro Forma Information

The following table presents the unaudited pro forma combined financial information for each of the periods presented, as if the Adamas Acquisition had occurred on January 1, 2020 (dollars in thousands):


	Three Months ended March 31, 2021
Pro forma total revenues	$	150,243
Pro forma net loss	(20,484)

The unaudited pro forma combined financial information is based on historical financial information and the Company's preliminary allocation of purchase price; therefore, it is subject to subsequent adjustment upon finalization of the purchase price allocation. In order to reflect the occurrence of the acquisition on January 1, 2020, the unaudited pro forma combined financial information reflects the recognition of additional amortization expense on intangible assets and estimated additional cost of products sold related to the inventory step-up adjustment; the estimated reduction in the Company's interest income generated from marketable securities that were liquidated to fund the purchase price of the Adamas Acquisition, and the estimated tax impact of the pro forma adjustments.

The unaudited pro forma combined financial information should not necessarily be considered indicative of the results that would have occurred if the acquisition had been consummated on the assumed completion date, nor are they indicative of future results.

Disaggregated Revenues

3 Months Ended

Mar. 31, 2022

Disaggregation of Revenue [Abstract]

Disaggregated Revenues

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


	Three Months ended March 31,
	2022		2021
	(unaudited)
Net product sales
Trokendi XR	$	62,832	$	71,819
Oxtellar XR	27,521		27,370
GOCOVRI	22,601		—
APOKYN	18,448		21,730
Qelbree	8,283		—
Other(1)	7,779		7,462
Total net product sales	$	147,464	$	128,381
Royalty revenues	5,042		2,551
Total revenues	$	152,506	$	130,932

___________________________________________

(1) Includes net product sales of MYOBLOC, XADAGO and OSMOLEX ER.

Trokendi XR accounted for 43% and 56% of the Company’s total net product sales for the three months ended March 31, 2022 and 2021, respectively.

Each of our three major customers, AmerisourceBergen Drug Corporation, Cardinal Health, Inc. and McKesson Corporation, individually accounted for more than 20% and 25% of our total net product sales and collectively accounted for more than 75% and 85% of our total net product sales in 2022 and 2021, respectively.

The Company recognized noncash royalty revenue of $2.2 million for both the three months ended March 31, 2022 and 2021. Refer to Note 16, 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

3 Months Ended

Mar. 31, 2022

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):


	March 31, 2022		December 31, 2021
	(unaudited)
Corporate and U.S. government agency and municipal debt securities
Amortized cost	$	322,797	$	253,301
Gross unrealized gains	497		2,349
Gross unrealized losses	(1,472)		(238)
Total fair value	$	321,822	$	255,412

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


	March 31, 2022
	(unaudited)
Less than 1 year	$	196,485
1 year to 2 years	111,584
2 years to 3 years	13,753
3 years to 4 years	—
Greater than 4 years	—
Total	$	321,822

As of March 31, 2022, 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 a development agreement (the Development Agreement) with Navitor Pharmaceuticals, Inc. (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 treatment-resistant depression. 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.

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 Pharmaceuticals LLC (Navitor LLC), and the outstanding shares of stock in Navitor Inc. were exchanged for units of membership 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 Shares 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 Navitor’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 over but not control the financial and operating decisions of Navitor LLC. As a result of the change from a cost method investment to an equity method investment, the Company was required to measure its investment initially in accordance with the guidance in ASC 805. 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, which created a significant basis difference for the Company's investment in the underlying net assets. The Company determined that substantially all of the fair value of the investment was attributable to a single in-process research and development (IPR&D) asset. As a result, Navitor LLC was 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 Company records its share of the results of Navitor LLC, a private company, on a quarter lag as the financial information of Navitor LLC is not available on a sufficiently timely basis for the Company to apply the equity method of accounting. In December 2021, Navitor LLC sold one of its subsidiaries and distributed cash to its members in accordance with each member's share of the proceeds from the sale. The Company received $12.9 million in December 2021 from Navitor LLC in connection with this sale. As the Company's policy is to record its share of the results in its equity method investment on a quarter lag as previously indicated, the Company recorded the cash amount received in Other current liabilities in the consolidated balance sheets as of December 31, 2021. In the first quarter of 2022, the Company determined its estimated share of Navitor LLC's year-end 2021 earnings and recorded a gain of $12.9 million in Interest and other income, net in the condensed consolidated statement of earnings.

The maximum exposure to losses related to Navitor LLC 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 not provided financing to Navitor LLC. Further, no additional equity investment has been made to Navitor LLC.

Fair Value of Financial Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Measurements

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. 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 is recorded in Other assets on the condensed consolidated balance sheets. There were no Level 3 financial assets as of March 31, 2022 or December 31, 2021. 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

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


			Fair Value Measurements as of March 31, 2022 (unaudited)
	Total Fair Value as of March 31, 2022		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	84,218	$	84,218	$	—	$	—
Money market securities and funds	31,497		1,502		29,995		—
Marketable securities
Corporate and municipal debt securities	196,485		—		196,485		—

Long-term marketable securities
Corporate and municipal debt securities	125,337		—		125,337		—

Other assets
Marketable securities - restricted (SERP)	570		8		562		—
Total assets at fair value	$	438,107	$	85,728	$	352,379	$	—
Liabilities:
Contingent consideration	$	56,142	$	—	$	—	$	56,142
Total liabilities at fair value	$	56,142	$	—	$	—	$	56,142


			Fair Value Measurements as of December 31, 2021
	Total Fair Value as of December 31, 2021		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	148,863	$	148,863	$	—	$	—
Money market securities and funds	54,571		54,571		—		—
Marketable securities
Corporate and municipal debt securities	136,246		251		135,995		—

Long-term marketable securities
Corporate and municipal debt securities	119,166		—		119,166		—

Other assets
Marketable securities - restricted (SERP)	630		7		623		—
Total assets at fair value	$	459,476	$	203,692	$	255,784	$	—
Liabilities:
Contingent consideration	$	80,477	$	—	$	—	$	80,477
Total liabilities at fair value	$	80,477	$	—	$	—	$	80,477

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.

Financial Liabilities Recorded at Carrying Value

The following table sets forth the carrying value and fair value of the Company's financial liabilities that are not carried at fair value (dollars in thousands):


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Convertible notes, net	$	400,382	$	395,456	$	379,252	$	400,236

The fair value has been estimated based on actual trading information, and quoted prices, both provided by bond traders. As discussed in Note 2, the Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition resulting in an increase in the carrying amount of the debt by $20.6 million as of the adoption date. Refer to Note 2, Summary of Significant Accounting Policies, for further discussion of the accounting standard adoption.

- 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

Contingent Consideration

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Contingent Consideration

The Company's contingent consideration liabilities are related to the USWM Acquisition and the Adamas Acquisition.

On June 9, 2020 (the USWM Closing Date), the Company completed its acquisition of all the outstanding equity of USWM Enterprises, LLC (USWM Enterprises) (USWM Acquisition). The USWM Acquisition included potential additional contingent consideration payments of up to $230 million, comprising of $130 million for the achievement of certain SPN-830 regulatory and commercial milestones (regulatory and developmental contingent consideration payments) and up to $100 million related to the future sales performance of the acquired USWM products (sales-based contingent consideration payments). The regulatory and developmental contingent consideration payments include a $25 million milestone due upon the FDA acceptance of the SPN-830 NDA for review. The remaining $105 million are due upon the FDA's regulatory approval and commercial launch of SPN-830. Based on timing of the PDUFA date of SPN-830 NDA, one of the regulatory and developmental milestones which has a time-based mechanism for full or partial achievement will not be achieved. Of the $100 million sales-based contingent consideration, a $35 million milestone due upon achievement of certain U.S. net product sales of APOKYN in 2021 was not achieved. The remaining $65 million relates to the achievement of certain net product sales of the acquired USWM products in 2022 and 2023.

As mentioned in Note 1, the Company received a notice from the FDA in February 2022 of its acceptance for review of the NDA for SPN-830. As such, the Company made a $25 million regulatory and developmental contingent consideration payment in the first quarter of 2022. This milestone payment is reflected in the condensed consolidated statements of cash flows as a $22.9 million under cash flows from financing activities related to the acquisition date fair value of the contingent consideration liability and a $2.1 million under cash flows from operating activities related to excess of the acquisition date fair value.

As discussed in Note 3, Acquisition, the Adamas Acquisition included payment of two non-tradable contingent value rights (CVRs) each of which represents the contractual right to receive a contingent payment upon the achievement of the applicable aggregate worldwide net product sales of GOCOVRI.

The Company's contingent consideration liabilities are measured at fair value on a recurring basis; i.e., the Monte Carlo simulation for the sales-based milestones, and the income approach for the other milestones. The Company classifies its contingent consideration liabilities as Level 3 fair value measurements based on the significant unobservable inputs used to estimate fair value. These reflect the inputs and assumptions the Company believes would be made by market participants. Changes in any of those inputs together or in isolation may result in significantly lower or higher fair value measurement.

During the measurement period, changes in the fair value of contingent consideration related to the Adamas Acquisition are recorded against goodwill if such changes are related to facts and circumstances that existed at the acquisition date. In each reporting period after the acquisition, the Company remeasures the fair value of contingent consideration liabilities and records in its consolidated statements of earnings the increases or decreases in the fair value of the liabilities. The Company recorded a net expense of $0.7 million due to the change in fair value of the contingent consideration liabilities in the first quarter of 2022. The change in fair value is reported on the condensed consolidated statement of earnings in Contingent consideration expense.

The change in the fair value of contingent consideration was primarily driven by the increase in estimated fair value of regulatory and developmental USWM milestones due to the accretion to the payout amount related to the milestone achieved in the first quarter of 2022. The increase is partially offset by a decrease in the estimated fair value of sales-based Adamas milestones due to changes in market data. The key assumptions considered in estimating the fair value of regulatory and developmental milestones include the estimated probability and timing of milestone achievement, such as the probability and timing of obtaining regulatory approval. The key assumptions considered in estimating the fair value of the Adamas sales-based milestones include the estimated amount and timing of projected cash flows, volatility, estimated discount rates and risk-free interest rate. Refer to Note 3, Acquisition, for further discussion of significant inputs and assumptions used in the valuation of the contingent consideration for the Adamas Acquisition.

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


	USWM Acquisition		Adamas Acquisition		Total
Balance at December 31, 2021	$	70,170	$	10,307	$	80,477

Milestone payments	(25,000)		—		(25,000)
Change in fair value recognized in earnings	1,720		(1,055)		665
Balance at March 31, 2022 (unaudited)	$	46,890	$	9,252	$	56,142

Regulatory and developmental contingent consideration liabilities	46,890		—		46,890
Sales-based contingent consideration liabilities	—		9,252		9,252
Balance at March 31, 2022 (unaudited)	$	46,890	$	9,252	$	56,142

The following table provides the current and long-term portions related to the contingent consideration for the USWM Acquisition and Adamas Acquisition (dollars in thousands):


	March 31, 2022		December 31, 2021
Reported under the following captions in the condensed consolidated balance sheets:	(unaudited)
Contingent consideration, current portion	$	46,890	$	44,840
Contingent consideration, long-term	9,252		35,637
Total	$	56,142	$	80,477

Goodwill and Intangible Assets, Net

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

Goodwill and Intangibles Assets, Net

Goodwill

The following table summarizes the changes in the carrying amount of goodwill (dollars in thousands):


Balance as of December 31, 2021	$	117,516
Measurement period adjustments related to the acquisition of Adamas (see Note 3).	(2,102)
Balance as of March 31, 2022 (unaudited)	$	115,414

Intangible Assets, Net

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


		March 31, 2022						December 31, 2021
		(unaudited)
	Remaining Weighted Average Life (Years)	Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net		Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net
Acquired in-process research and development		$	124,000	$	—	$	124,000	$	124,000	$	—	$	124,000
Intangible assets subject to amortization:
Acquired developed technology and product rights	8.49	681,100		(54,913)		626,187		681,100		(35,550)		645,550
Capitalized patent defense costs	4.37	43,820		(29,958)		13,862		43,820		(28,677)		15,143
Total intangible assets	8.40	848,920		(84,871)		764,049		848,920		(64,227)		784,693

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 regards 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 $20.6 million and $6.0 million, for the three month periods ended March 31, 2022 and 2021, respectively. The increase in expense is primarily due to amortization of the acquired developed technology and product rights from the Adamas Acquisition.

Anticipated annual amortization expense for intangible assets is estimated at $79.8 million in 2023 and 2024, $75.0 million in 2025 and 2026, and $73.2 million

Convertible Senior Notes Due 2023

3 Months Ended

Mar. 31, 2022

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 $80.91 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):


	March 31, 2022		December 31, 2021
	(unaudited)
2023 Notes	$	402,500	$	402,500
Unamortized debt discount and deferred financing costs	(2,118)		(23,248)
Total carrying value	$	400,382	$	379,252

As discussed in Note 2, the Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition resulting in an increase in the carrying amount of the debt by $20.6 million as of the adoption date. Refer to Note 2, Summary of Significant Accounting Policies, for further discussion of the accounting standard adoption. No 2023 Notes were converted as of March 31, 2022 or December 31, 2021.

Share-Based Payments

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Payments

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


	Three Months ended March 31,
	2022		2021
	(unaudited)
Research and development	$	651	$	588
Selling, general and administrative	3,374		3,783
Total	$	4,025	$	4,371

Stock Option and Stock Appreciation Rights

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


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2021	5,774,076	$	24.15	5.95
Granted	929,785	$	32.20
Exercised	(47,601)	$	18.21
Forfeited	(48,036)	$	30.84
Outstanding, March 31, 2022 (unaudited)	6,608,224	$	25.28	6.25

As of December 31, 2021:
Vested and expected to vest	5,774,076	$	24.15	5.95
Exercisable	3,651,824	$	21.29	4.53

As of March 31, 2022:
Vested and expected to vest	6,608,224	$	25.28	6.25
Exercisable	4,280,012	$	22.87	4.79

Restricted Stock Units

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


	Number of RSUs	Weighted Average Grant Date Fair Value per Share
Nonvested, December 31, 2021	21,110	$	29.61
Granted	131,210	$	32.20
Vested	(21,110)	$	29.61
Forfeited	—	$	—
Nonvested, March 31, 2022	131,210	$	32.20

There were no forfeited RSU awards during the three months ended March 31, 2022.

Performance Share Units

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


	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, 2021	53,500	$	29.82	35,625	$	26.34	89,125	$	28.43
Vested	(21,500)	$	29.67	—			(21,500)	$	29.67
Nonvested, March 31, 2022	32,000	$	29.92	35,625	$	26.34	67,625	$	28.04

There were no forfeited PSU awards during the three months ended March 31, 2022.

Earnings per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Earnings per Share

The Company adopted ASU 2020-06 on January 1, 2022 using the modified retrospective method of transition. ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, whereas the Company previously calculated diluted earnings per share under the treasury stock method. 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 if-converted method for the three months ended March 31, 2022 in connection with the adoption of ASU 2020-06 and the treasury stock method for the three months ended March 31, 2021.

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 9, 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 $80.91 per share.

Diluted EPS related to the 2023 Notes in the current year is calculated using the if-converted method. The number of dilutive shares is based on the initial conversion rate associated with the 2023 Notes. The Convertible Note Hedge and Warrant Transactions are excluded in the calculation of diluted EPS because inclusion would be anti-dilutive. Specifically, the denominator of the diluted EPS calculation excludes the additional shares related to the warrants because the average price of the Company's common stock was less than the strike price of the warrants of $80.91 per share. Prior to actual conversion, the Convertible Note Hedge Transactions are not considered in calculating diluted earnings per share, as their impact 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 March 31,
	2022	2021
	(unaudited)



Stock options, RSUs	1,067,231	1,419,203

As mentioned in Note 1, as a result of the adoption of ASU 06-2020 on January 1, 2022 the Company calculated diluted earnings per share using the if-converted method. The 6.8 million in dilutive shares associated with the conversion of the 2023 Notes are included in diluted weighted average shares of common stock outstanding for the purposes of calculating diluted earnings per share for the three months ended March 31, 2022. For the three months ended March 31, 2021, the Company calculated diluted earnings per share using the treasury stock method wherein the shares associated with the conversion of the 2023 Notes were excluded as the Company assumed the 2023 Notes would be settled entirely or partly in cash.

The following table sets forth the computation of basic and diluted net earnings per share for the three months ended March 31, 2022 under the if-converted method and for the three months ended March 31, 2021 under the treasury stock method (dollars in thousands, except share and per share amounts):


	Three Months ended March 31,
	2022		2021
	(unaudited)
Numerator:
Net earnings	$	25,616	$	5,694
After-tax interest expense for 2023 Notes	887		—
Numerator for dilutive earnings per share	$	26,503	$	5,694
Denominator:
Weighted average shares outstanding, basic	53,330,837		52,927,467
Effect of dilutive securities:
Stock options, RSUs and SARs	1,291,782		1,269,504
Convertible notes	6,783,936		—
Weighted average shares outstanding, diluted	61,406,555		54,196,971

Earnings per share, basic	$	0.48	$	0.11
Earnings per share, diluted	$	0.43	$	0.11

Income Tax (Benefit) Expense

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Tax (Benefit) Expense

The following table provides information regarding the Company’s income tax (benefit) expense for the three months ended March 31, 2022 and 2021 (dollars in thousands):


	Three Months ended March 31,
	2022			2021
	(unaudited)
Income tax (benefit) expense	$	(10,893)		$	5,235
Effective tax rate	(74.0)		%	47.9		%

Income tax benefit was $10.9 million for the three months ended March 31, 2022 and income tax expense was $5.2 million for the three months ended March 31, 2021. The change for the three months ended March 31, 2022 was primarily from tax benefits associated with the Adamas legal entities reorganization in the first quarter of 2022. The reorganization resulted in favorable impact on certain state apportionment factors. The change in the effective income tax rate for the three months ended March 31, 2022 as compared to the same period in the prior year was mainly due to changes in the effective state tax rates as a result of the Adamas legal entities reorganization.

- Definition

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

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI http://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

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

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

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

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

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

+ Details

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Operating Leases

The Company has operating leases for its headquarters lease, certain other office space, 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 (the Commencement Date) 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.

As part of the Adamas Acquisition, the Company acquired a lease for office space. Adamas' operating lease for the office space term will continue until April 30, 2025. The lease contains an option to extend the term for one additional five-year period.

During a measurement period, changes in fair value due to measurement period adjustments are recorded against goodwill. The Company recorded in the first quarter of 2022 a measurement period adjustment associated with the valuation of the acquired Adamas lease which decreased the fair value estimate of the operating lease right of use asset by $1.6 million. Refer to Note 3, Acquisition.

Contract Manufacturing Lease

The Company has a contract manufacturing agreement with Merz Pharma GmbH & Co. KGaA (Merz), for the manufacture and supply of rimabotulinumtoxinB finished products (Merz Agreement). 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 MYOBLOC 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.

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 classifies and accounts for the embedded lease as an operating lease.

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


	Balance Sheet Classification	March 31, 2022		December 31, 2021
		(unaudited)
Assets
Operating lease assets	Other assets	$	32,141	$	35,365
Total lease assets		$	32,141	$	35,365

Liabilities
Lease liabilities, current
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	$	6,141	$	6,477
Lease liabilities, long-term
Operating lease liabilities, long-term	Operating lease liabilities, long-term	39,891		41,298
Total lease liabilities		$	46,032	$	47,775

Composition of Balance Sheet Items

3 Months Ended

Mar. 31, 2022

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, Net

As of March 31, 2022 and December 31, 2021, the Company has reduced accounts receivable by approximately $11.4 million and $13.5 million, respectively. Prompt pay discount and contractual service fees, which were originally recorded as a 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.

Inventories, Net


	March 31, 2022		December 31, 2021
	(unaudited)
Raw materials	$	9,239	$	7,325
Work in process	46,219		45,711
Finished goods	33,337		32,923
Total	$	88,795	$	85,959

Inventories as of March 31, 2022 include acquired inventory from the Adamas Acquisition. Refer to Note 3, Acquisition, for further discussion of the acquisition.

Property and Equipment, Net


	March 31, 2022		December 31, 2021
	(unaudited)
Lab equipment and furniture	$	12,199	$	12,287
Leasehold improvements	13,998		14,369
Software	2,185		4,776
Computer equipment	1,282		1,944
Construction-in-progress	32		33
	29,696		33,409
Less accumulated depreciation and amortization	(12,481)		(16,454)
Property and equipment, net	$	17,215	$	16,955

Depreciation and amortization expense on property and equipment was approximately $0.7 million and $0.6 million for the three months ended March 31, 2022, and 2021, respectively. The Company retired certain fully depreciated property and equipment during the three months ended March 31, 2022.

Accounts Payable and Accrued Liabilities


	March 31, 2022		December 31, 2021
	(unaudited)
Accounts payable	$	12,323	$	9,331
Accrued professional fees	16,209		26,728
Accrued compensation	14,555		28,068
Accrued product costs	12,727		18,460
Accrued royalties (1)	11,044		13,821
Accrued clinical trial costs (2)	7,784		9,125
Operating lease liabilities, current portion (3)	6,141		6,477
Other accrued expenses	8,649		5,673
Total	$	89,432	$	117,683

_______________________________

(1) Refer to Note 16, Commitments and Contingencies.

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

(3) Refer to Note 13, Leases.

Accrued Product Returns and Rebates


	March 31, 2022		December 31, 2021
	(unaudited)
Accrued product rebates	$	104,948	$	97,597
Accrued product returns	35,233		35,127
Total	$	140,181	$	132,724

Other Liabilities


	March 31, 2022		December 31, 2021
	(unaudited)
Nonrecourse liability related to sale of future royalties, long-term	$	3,784	$	5,977
Other liabilities	10,361		10,403
Total	$	14,145	$	16,380

Interest Expense

3 Months Ended

Mar. 31, 2022

Other Income and Expenses [Abstract]

Interest Expense

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


	Three Months ended March 31,
	2022		2021
	(unaudited)
Interest expense	$	(1,155)	$	(5,062)
Interest expense on nonrecourse liability related to sale of future royalties	(787)		(1,035)
Total	$	(1,942)	$	(6,097)

As discussed in Note 2, Summary of Significant Accounting Policies, the Company adopted ASU 2020-06 on January 1, 2022. As a result, interest expense for the three months ended March 31, 2022 significantly decreased compared to the three months ended March 31, 2021 due to the Company no longer recording interest expense on the previously recorded discount for the embedded conversion feature on the 2023 Notes. For the three months ended March 31, 2022, interest expense includes noncash interest expense related to amortization of deferred financing costs of $0.5 million. For the three months ended March 31, 2021, interest expense includes noncash interest expense related to amortization of deferred financing costs and amortization of the debt discount on the 2023 Notes of $4.3 million.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2022
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 the product candidates in the Company's CNS portfolio. 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. The royalty expense incurred for these acquired products 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 HC Royalty of certain of the Company's rights under the Company's agreement with United Therapeutics related to the commercialization of Orenitram (treprostinil) Extended-Release Tablets. Full ownership of the royalty rights will revert to the Company if and when a certain cumulative payment threshold is reached (see Note 2, Note 4, and Note 14). 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. The Company assumed the annual minimum purchase requirement of MYOBLOC, amounting to an estimated €3.9 million annually, under the contract manufacturing agreement with Merz for manufacture and supply. Refer to Note 13, Leases for further discussion related to the Merz Agreement in connection with the MYOBLOC annual minimum purchase requirement. 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 and will end in 2022. As of March 31, 2022, there is no remaining contractual commitment. In March 2019, 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 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. Data Breach-related Contingency On November 24, 2021, the Company announced that we were the target of a ransomware attack. The attack had no significant impact on our business and did not cause any long-term disruption to our operations. Based on its internal investigation, the Company believes the criminal ransomware groups ("criminal groups") copied certain data from our systems, encrypted certain data on the Company's systems, and then deployed malware designed to impede access to our systems. Thereafter the criminal groups contacted the Company and threatened to publish certain data copied from the Company's systems. Upon detection of the ransomware attack, the Company notified government authorities, engaged third-party cybersecurity experts through our outside counsel, and commenced its recovery process. The Company maintains redundant off-site data backups, which were verified to have not been compromised by the ransomware attack and were utilized to restore the data encrypted by the criminal groups. In the fourth quarter of 2021, the Company had successfully recovered the impacted files and took additional steps designed to further protect its networks and files. Furthermore, while the Company has not been the subject of any legal proceedings involving the attack, the likelihood that the Company could be the subject of claims from persons alleging they suffered damages from the incident, or actions by governmental authorities is possible, but the amount of such fines, penalties or costs, if any, cannot be estimated at this time. The Company continues to monitor the situation. 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. The Company does 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. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters will adversely affect the Company, its results of operations, financial condition and cash flows. NAMENDA XR/Namzaric Qui Tam Litigation On April 1, 2019, Adamas was served with a complaint filed in the United States District Court for the Northern District of California (the District Court) (Case No. 3:18-cv-03018-JCS) against it and several Allergan entities alleging violations of federal and state false claims acts (FCA) in connection with the commercialization of NAMENDA XR and Namzaric by Allergan. The lawsuit is a qui tam complaint brought by an individual, asserting rights of the federal government and various state governments. The lawsuit was originally filed in May 2018 under seal, and Adamas became aware of the lawsuit when it was served. The complaint alleges that patents held by Allergan and Adamas covering NAMENDA XR and Namzaric were procured through fraud on the United States Patent and Trademark Office and that these patents were asserted against potential generic manufacturers of NAMENDA XR and Namzaric to prevent the generic manufacturers from entering the market, thereby wrongfully excluding generic competition resulting in artificially high price being charged to government payors. Adamas' patents in question were licensed exclusively to Forest Laboratories Holdings Limited. The complaint includes a claim for damages of "potentially more than $2.5 billion dollars," treble damages and statutory penalties. To date the federal and state governments have declined to intervene in this action. This case is currently stayed pending Adamas's and Allergan's interlocutory appeal of the District Court's December 11, 2020 order denying Adamas's and Allergan's motion to dismiss the complaint. The appeal is pending in the United States Court of Appeals for the Ninth Circuit (Case No. 21-80005). Argument was held on January 10, 2022 and no decision has been reached as of the date of this filing. The Company intends to defend itself vigorously. However, the Company can offer no assurances that it will be successful in a litigation.

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On April 29, 2022, the Company announced that the FDA approved an expanded indication for Qelbree (viloxazine extended-release capsules) for the treatment of attention deficit hyperactivity disorder (ADHD) in adult patients aged 18 and older. The FDA has now approved Qelbree for the treatment of ADHD in children (starting at age 6), adolescents and adults.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2022
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, 2021, 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.
Consolidation	Consolidation The Company's condensed consolidated financial statements include the accounts of Supernus Pharmaceuticals, Inc. and its wholly owned subsidiaries. These are collectively referred to herein as "Supernus" or "the Company." All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements reflect the consolidation of entities in which the Company has a controlling financial interest. In determining whether there is a controlling financial interest, the Company considers if it has a majority of the voting interests of the entity, or if the entity is a variable interest entity (VIE) and if the Company is the primary beneficiary. In determining the primary beneficiary of a VIE, the Company evaluates whether it has both: the power to direct the activities of the VIE that most significantly impact the VIE's economic performance; and the obligation to absorb losses of, or the right to receive benefits from the VIE that could potentially be significant to that VIE. The Company's judgment with respect to its level of influence or control of an entity involves the consideration of various factors, including the form of an ownership interest; representation in the entity's governance; the size of the investment; estimates of future cash flows; the ability to participate in policymaking decisions; and the rights of the other investors to participate in the decision making process, including the right to liquidate the entity, if applicable. If the Company is not the primary beneficiary of the VIE, and an ownership interest is maintained in the entity, the interest is accounted for under the equity or cost methods of accounting, as appropriate. 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 valuation of the assets acquired and liabilities assumed in the Adamas Acquisition, 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 $23.9 million and $15.3 million in advertising expense for the three months ended March 31, 2022 and 2021, 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 Accounting Standards Update (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 for certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments with cash conversion and beneficial conversion features. ASU 2020-06 eliminates requirements to separately account for liability and equity components of such convertible debt instruments and eliminates the ability to use the treasury stock method for calculating diluted earnings per share for convertible instruments whose principal amount may be settled in whole or in part with equity. Instead, ASU 2020-06 requires (i) the entire amount of the security to be presented as a liability on the balance sheet and (ii) application of the “if-converted” method for calculating diluted earnings per share. This new standard also removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception. The Company adopted the new guidance as of January 1, 2022 using the modified retrospective method of transition which allows for a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result, the cumulative effect of the accounting change increased the carrying amount of the convertible notes, net by $20.6 million, increased retained earnings by $40.6 million, reduced additional paid-in capital by $56.2 million, and decreased deferred tax liabilities by $5.0 million as of January 1, 2022. In addition, the Company had an increase of 6.8 million in dilutive shares included in diluted weighted average shares of common stock outstanding for the purposes of calculating diluted earnings per share under the if-converted method. ASU 2021-10, Government Assistance (Topic 832) - The new standard, issued in November 2021, requires the disclosure of information about transactions with a government that are accounted for by applying a grant or contribution model by analogy. This could include various forms of government assistance, but excludes transactions in the scope of specific US GAAP, such as tax incentives accounted for under Accounting Standards Codification (ASC) 740, Income Taxes. For transactions in the scope of the new standard, information about the nature of the transaction, including significant terms and conditions, as well as the amounts and specific financial statement line items affected by the transaction are required to be disclosed. This guidance is effective for fiscal years beginning after December 15, 2021 on a prospective basis. The adoption of the new standard as of January 1, 2022 did not have a material impact to the financial statements. New Accounting Pronouncements Not Yet Adopted ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers - The new standard, issued in October 2021, amended guidance on accounting for contract assets and contract liabilities from contracts with customers in a business combination. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with ASC 606, Revenue from Contracts with Customers, as if the acquiree had initially applied recognition and measurement in their financial statements. This guidance is effective for fiscal years beginning after December 15, 2022 on a prospective basis. Early adoption is permitted.

Acquisition (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Schedule of recognized identified assets acquired and liabilities assumed


	As Initially Reported		Measurement Period Adjustments (1)		As Adjusted
Cash and cash equivalents	$	90,064	$	—	$	90,064
Accounts receivable	11,156		—		11,156
Inventories	20,200		—		20,200
Prepaid expenses and other current assets	5,077		—		5,077
Property and equipment	1,254		—		1,254
Intangibles	450,100		—		450,100
Other assets (2)	6,442		(1,620)		4,822
Total fair value of assets acquired	584,293		(1,620)		582,673
Accounts payable	(4,592)		—		(4,592)
Accrued expenses and other current liabilities	(8,014)		—		(8,014)
Current debt	(138,315)		—		(138,315)
Operating lease liabilities, long-term	(5,224)		—		(5,224)
Deferred income tax liabilities (3)	(56,588)		3,722		(52,866)
Total fair value of liabilities assumed	(212,733)		3,722		(209,011)
Total identifiable net assets	371,560		2,102		373,662
Goodwill	39,553		(2,102)		37,451
Total purchase price	411,113		—		411,113

Cash consideration paid	400,806		—		400,806
Fair value of contingent consideration	10,307		—		10,307
Total purchase price	$	411,113	$	—	$	411,113

______________________________

(1) Measurement period adjustments reflect changes based on information related to the facts and circumstances that existed as of the acquisition date.

(2) Refinement of the estimate of fair value of the right of use asset associated with the acquired Adamas headquarters lease. Refer to Note 13, Leases.

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

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


	Estimated Fair Value		Estimated Useful Life as of Closing Date (in years)
Acquired developed technology and product rights	$	450,100	3.1 - 8.1

Business acquisition, pro forma information


	Three Months ended March 31, 2021
Pro forma total revenues	$	150,243
Pro forma net loss	(20,484)

Disaggregated Revenues (Tables)

3 Months Ended

Mar. 31, 2022

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 March 31,
	2022		2021
	(unaudited)
Net product sales
Trokendi XR	$	62,832	$	71,819
Oxtellar XR	27,521		27,370
GOCOVRI	22,601		—
APOKYN	18,448		21,730
Qelbree	8,283		—
Other(1)	7,779		7,462
Total net product sales	$	147,464	$	128,381
Royalty revenues	5,042		2,551
Total revenues	$	152,506	$	130,932

___________________________________________

(1) Includes net product sales of MYOBLOC, XADAGO and OSMOLEX ER.

Investments (Tables)

3 Months Ended

Mar. 31, 2022

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):


	March 31, 2022		December 31, 2021
	(unaudited)
Corporate and U.S. government agency and municipal debt securities
Amortized cost	$	322,797	$	253,301
Gross unrealized gains	497		2,349
Gross unrealized losses	(1,472)		(238)
Total fair value	$	321,822	$	255,412

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):


	March 31, 2022
	(unaudited)
Less than 1 year	$	196,485
1 year to 2 years	111,584
2 years to 3 years	13,753
3 years to 4 years	—
Greater than 4 years	—
Total	$	321,822

Fair Value of Financial Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of fair value of the financial assets and liabilities

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


			Fair Value Measurements as of March 31, 2022 (unaudited)
	Total Fair Value as of March 31, 2022		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	84,218	$	84,218	$	—	$	—
Money market securities and funds	31,497		1,502		29,995		—
Marketable securities
Corporate and municipal debt securities	196,485		—		196,485		—

Long-term marketable securities
Corporate and municipal debt securities	125,337		—		125,337		—

Other assets
Marketable securities - restricted (SERP)	570		8		562		—
Total assets at fair value	$	438,107	$	85,728	$	352,379	$	—
Liabilities:
Contingent consideration	$	56,142	$	—	$	—	$	56,142
Total liabilities at fair value	$	56,142	$	—	$	—	$	56,142


			Fair Value Measurements as of December 31, 2021
	Total Fair Value as of December 31, 2021		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents
Cash	$	148,863	$	148,863	$	—	$	—
Money market securities and funds	54,571		54,571		—		—
Marketable securities
Corporate and municipal debt securities	136,246		251		135,995		—

Long-term marketable securities
Corporate and municipal debt securities	119,166		—		119,166		—

Other assets
Marketable securities - restricted (SERP)	630		7		623		—
Total assets at fair value	$	459,476	$	203,692	$	255,784	$	—
Liabilities:
Contingent consideration	$	80,477	$	—	$	—	$	80,477
Total liabilities at fair value	$	80,477	$	—	$	—	$	80,477

Schedule of financial liabilities that are not carried at fair value

The following table sets forth the carrying value and fair value of the Company's financial liabilities that are not carried at fair value (dollars in thousands):


	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value (Level 2)		Carrying Value		Fair Value (Level 2)
Convertible notes, net	$	400,382	$	395,456	$	379,252	$	400,236

Contingent Consideration (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Reconciliation of the Beginning and Ending Balances Related to the Contingent Consideration

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


	USWM Acquisition		Adamas Acquisition		Total
Balance at December 31, 2021	$	70,170	$	10,307	$	80,477

Milestone payments	(25,000)		—		(25,000)
Change in fair value recognized in earnings	1,720		(1,055)		665
Balance at March 31, 2022 (unaudited)	$	46,890	$	9,252	$	56,142

Regulatory and developmental contingent consideration liabilities	46,890		—		46,890
Sales-based contingent consideration liabilities	—		9,252		9,252
Balance at March 31, 2022 (unaudited)	$	46,890	$	9,252	$	56,142

The following table provides the current and long-term portions related to the contingent consideration for the USWM Acquisition and Adamas Acquisition (dollars in thousands):


	March 31, 2022		December 31, 2021
Reported under the following captions in the condensed consolidated balance sheets:	(unaudited)
Contingent consideration, current portion	$	46,890	$	44,840
Contingent consideration, long-term	9,252		35,637
Total	$	56,142	$	80,477

Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the changes in the carrying amount of goodwill (dollars in thousands):


Balance as of December 31, 2021	$	117,516
Measurement period adjustments related to the acquisition of Adamas (see Note 3).	(2,102)
Balance as of March 31, 2022 (unaudited)	$	115,414

Schedule of Intangible Assets and Goodwill

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


		March 31, 2022						December 31, 2021
		(unaudited)
	Remaining Weighted Average Life (Years)	Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net		Carrying Amount, Gross		Accumulated Amortization		Carrying Amount, Net
Acquired in-process research and development		$	124,000	$	—	$	124,000	$	124,000	$	—	$	124,000
Intangible assets subject to amortization:
Acquired developed technology and product rights	8.49	681,100		(54,913)		626,187		681,100		(35,550)		645,550
Capitalized patent defense costs	4.37	43,820		(29,958)		13,862		43,820		(28,677)		15,143
Total intangible assets	8.40	848,920		(84,871)		764,049		848,920		(64,227)		784,693

Convertible Senior Notes Due 2023 (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Summary of liability component of 2023 Notes

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


	March 31, 2022		December 31, 2021
	(unaudited)
2023 Notes	$	402,500	$	402,500
Unamortized debt discount and deferred financing costs	(2,118)		(23,248)
Total carrying value	$	400,382	$	379,252

Share-Based Payments (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of share-based compensation expense

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


	Three Months ended March 31,
	2022		2021
	(unaudited)
Research and development	$	651	$	588
Selling, general and administrative	3,374		3,783
Total	$	4,025	$	4,371

Summary of stock options and SAR activities

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


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding, December 31, 2021	5,774,076	$	24.15	5.95
Granted	929,785	$	32.20
Exercised	(47,601)	$	18.21
Forfeited	(48,036)	$	30.84
Outstanding, March 31, 2022 (unaudited)	6,608,224	$	25.28	6.25

As of December 31, 2021:
Vested and expected to vest	5,774,076	$	24.15	5.95
Exercisable	3,651,824	$	21.29	4.53

As of March 31, 2022:
Vested and expected to vest	6,608,224	$	25.28	6.25
Exercisable	4,280,012	$	22.87	4.79

Summary of restricted stock units

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


	Number of RSUs	Weighted Average Grant Date Fair Value per Share
Nonvested, December 31, 2021	21,110	$	29.61
Granted	131,210	$	32.20
Vested	(21,110)	$	29.61
Forfeited	—	$	—
Nonvested, March 31, 2022	131,210	$	32.20

Summary of performance stock unit

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


	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, 2021	53,500	$	29.82	35,625	$	26.34	89,125	$	28.43
Vested	(21,500)	$	29.67	—			(21,500)	$	29.67
Nonvested, March 31, 2022	32,000	$	29.92	35,625	$	26.34	67,625	$	28.04

Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

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


	Three Months ended March 31,
	2022	2021
	(unaudited)



Stock options, RSUs	1,067,231	1,419,203

Schedule of computation of basic and diluted earnings per share


	Three Months ended March 31,
	2022		2021
	(unaudited)
Numerator:
Net earnings	$	25,616	$	5,694
After-tax interest expense for 2023 Notes	887		—
Numerator for dilutive earnings per share	$	26,503	$	5,694
Denominator:
Weighted average shares outstanding, basic	53,330,837		52,927,467
Effect of dilutive securities:
Stock options, RSUs and SARs	1,291,782		1,269,504
Convertible notes	6,783,936		—
Weighted average shares outstanding, diluted	61,406,555		54,196,971

Earnings per share, basic	$	0.48	$	0.11
Earnings per share, diluted	$	0.43	$	0.11

Income Tax (Benefit) Expense (Tables)

3 Months Ended

Mar. 31, 2022

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 (benefit) expense for the three months ended March 31, 2022 and 2021 (dollars in thousands):


	Three Months ended March 31,
	2022			2021
	(unaudited)
Income tax (benefit) expense	$	(10,893)		$	5,235
Effective tax rate	(74.0)		%	47.9		%

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of balance sheet information related to leases

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


	Balance Sheet Classification	March 31, 2022		December 31, 2021
		(unaudited)
Assets
Operating lease assets	Other assets	$	32,141	$	35,365
Total lease assets		$	32,141	$	35,365

Liabilities
Lease liabilities, current
Operating lease liabilities, current portion	Accounts payable and accrued liabilities	$	6,141	$	6,477
Lease liabilities, long-term
Operating lease liabilities, long-term	Operating lease liabilities, long-term	39,891		41,298
Total lease liabilities		$	46,032	$	47,775

Composition of Balance Sheet Items (Tables)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of inventories

Inventories, Net


	March 31, 2022		December 31, 2021
	(unaudited)
Raw materials	$	9,239	$	7,325
Work in process	46,219		45,711
Finished goods	33,337		32,923
Total	$	88,795	$	85,959

Schedule of property and equipment

Property and Equipment, Net


	March 31, 2022		December 31, 2021
	(unaudited)
Lab equipment and furniture	$	12,199	$	12,287
Leasehold improvements	13,998		14,369
Software	2,185		4,776
Computer equipment	1,282		1,944
Construction-in-progress	32		33
	29,696		33,409
Less accumulated depreciation and amortization	(12,481)		(16,454)
Property and equipment, net	$	17,215	$	16,955

Schedule of accrued expenses and other current liabilities

Accounts Payable and Accrued Liabilities


	March 31, 2022		December 31, 2021
	(unaudited)
Accounts payable	$	12,323	$	9,331
Accrued professional fees	16,209		26,728
Accrued compensation	14,555		28,068
Accrued product costs	12,727		18,460
Accrued royalties (1)	11,044		13,821
Accrued clinical trial costs (2)	7,784		9,125
Operating lease liabilities, current portion (3)	6,141		6,477
Other accrued expenses	8,649		5,673
Total	$	89,432	$	117,683

_______________________________

(1) Refer to Note 16, Commitments and Contingencies.

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

(3) Refer to Note 13, Leases.

Schedule of accrued product returns and rebates

Accrued Product Returns and Rebates


	March 31, 2022		December 31, 2021
	(unaudited)
Accrued product rebates	$	104,948	$	97,597
Accrued product returns	35,233		35,127
Total	$	140,181	$	132,724

Other liabilities

Other Liabilities


	March 31, 2022		December 31, 2021
	(unaudited)
Nonrecourse liability related to sale of future royalties, long-term	$	3,784	$	5,977
Other liabilities	10,361		10,403
Total	$	14,145	$	16,380

Interest Expense (Tables)

3 Months Ended

Mar. 31, 2022

Other Income and Expenses [Abstract]

Schedule of interest expense

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


	Three Months ended March 31,
	2022		2021
	(unaudited)
Interest expense	$	(1,155)	$	(5,062)
Interest expense on nonrecourse liability related to sale of future royalties	(787)		(1,035)
Total	$	(1,942)	$	(6,097)

Summary of Significant Accounting Policies - Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2022 segment
Accounting Policies [Abstract]
Number of operating segments	1

Summary of Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Accounting Policies [Abstract]
Advertising costs	$ 23.9	$ 15.3

Summary of Significant Accounting Policies - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Jan. 01, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Operating lease assets	$ 32,141			$ 35,365
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	$ 828,446	$ 754,444		815,851	$ 744,858
Convertible notes	6,783,936	0
Accounting Standards Update 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Long-term Debt			$ 20,600
Net deferred tax liabilities			(5,000)
Accounting Standards Update 2020-06 \| Convertible Debt
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Convertible notes	6,800,000
Cumulative effect of adoption of ASU 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity				(15,600)
Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	$ 446,150	$ 332,192		379,922	326,498
Retained Earnings \| Cumulative effect of adoption of ASU 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity				40,612
Retained Earnings \| Cumulative effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity			40,600
Additional Paid-in Capital
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	$ 383,016	$ 415,950		434,337	$ 409,332
Additional Paid-in Capital \| Cumulative effect of adoption of ASU 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity				$ (56,212)
Additional Paid-in Capital \| Cumulative effect of adoption of ASU 2020-06 \| Accounting Standards Update 2020-06
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity			$ (56,200)

Acquisition - Narrative (Details)	Nov. 24, 2021 USD ($) marketProduct $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Business Acquisition [Line Items]
Contingent consideration		$ 56,142,000	$ 80,477,000
Adamas Pharmaceuticals
Business Acquisition [Line Items]
Number of established marketed products \| marketProduct	2
Adamas Pharmaceuticals
Business Acquisition [Line Items]
Cash consideration paid	$ 400,806,000
Rights per share (in dollars per share) \| $ / shares	$ 0.50
Additional cash payments upon milestone achievements minimum	$ 150,000,000
Additional cash payments upon milestone achievements maximum	225,000,000
Contingent consideration	10,300,000
Additional cash payments upon milestone achievements minimum	0
Additional cash payments upon milestone achievements maximum	$ 50,900,000

Acquisition - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands			3 Months Ended
	Nov. 24, 2021	Jun. 09, 2020	Mar. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill			$ 115,414	$ 117,516
Goodwill			(2,102)
Fair value of contingent consideration		$ 230,000
Property and equipment, net			17,215	$ 16,955
Adamas Pharmaceuticals
Business Acquisition [Line Items]
Cash and cash equivalents	$ 90,064
Accounts receivable	11,156
Inventories	20,200
Prepaid expenses and other current assets	5,077
Property and equipment	1,254
Intangibles	450,100
Other assets	(1,620)		$ (1,600)
Deferred income tax liabilities	3,722
Other assets	4,822
Total fair value of assets acquired	582,673
Accounts payable	(4,592)
Accrued expenses and other current liabilities	(8,014)
Current debt	(138,315)
Operating lease liabilities, long-term	(5,224)
Deferred income tax liabilities	(52,866)
Total fair value of liabilities assumed	(209,011)
Total identifiable net assets	2,102
Total identifiable net assets	373,662
Goodwill	37,451
Goodwill	(2,102)
Total purchase price	411,113
Cash consideration paid	400,806
Fair value of contingent consideration	10,307
Total purchase price	411,113
Adamas Pharmaceuticals \| As Initially Reported
Business Acquisition [Line Items]
Cash and cash equivalents	90,064
Accounts receivable	11,156
Inventories	20,200
Prepaid expenses and other current assets	5,077
Property and equipment	1,254
Intangibles	450,100
Other assets	6,442
Total fair value of assets acquired	584,293
Accounts payable	(4,592)
Accrued expenses and other current liabilities	(8,014)
Current debt	(138,315)
Operating lease liabilities, long-term	(5,224)
Deferred income tax liabilities	(56,588)
Total fair value of liabilities assumed	(212,733)
Total identifiable net assets	371,560
Goodwill	39,553
Total purchase price	411,113
Cash consideration paid	400,806
Fair value of contingent consideration	10,307
Total purchase price	$ 411,113

Acquisition - Components of Intangible Assets and Estimated Useful Lives (Details) - Adamas Pharmaceuticals $ in Thousands	Nov. 24, 2021 USD ($)
Business Acquisition [Line Items]
Intangibles	$ 450,100
Acquired developed technology and product rights
Business Acquisition [Line Items]
Intangibles	$ 450,100
Acquired developed technology and product rights \| Minimum
Business Acquisition [Line Items]
Estimated Useful Life as of Closing Date (in years)	3 years 1 month 6 days
Acquired developed technology and product rights \| Maximum
Business Acquisition [Line Items]
Estimated Useful Life as of Closing Date (in years)	8 years 1 month 6 days

Acquisition - Pro Forma Information (Details) - Adamas Pharmaceuticals $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Business Acquisition [Line Items]
Pro forma total revenues	$ 150,243
Pro forma net loss	$ (20,484)

Disaggregated Revenues - Summary of Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenues	$ 152,506	$ 130,932
Net product sales
Disaggregation of Revenue [Line Items]
Total revenues	147,464	128,381
Trokendi XR
Disaggregation of Revenue [Line Items]
Total revenues	62,832	71,819
Oxtellar XR
Disaggregation of Revenue [Line Items]
Total revenues	27,521	27,370
GOCOVRI
Disaggregation of Revenue [Line Items]
Total revenues	22,601	0
APOKYN
Disaggregation of Revenue [Line Items]
Total revenues	18,448	21,730
Qelbree
Disaggregation of Revenue [Line Items]
Total revenues	8,283	0
Other
Disaggregation of Revenue [Line Items]
Total revenues	7,779	7,462
Royalty revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 5,042	$ 2,551

Disaggregated Revenues - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenue Recognition
Non-cash royalty revenue	$ 2.2	$ 2.2
Revenue from Contract with Customer Benchmark \| Product Concentration Risk \| Trokendi XR
Revenue Recognition
Concentration risk percentage (more than)	43.00%	56.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| AmerisourceBergen Drug Corporation
Revenue Recognition
Concentration risk percentage (more than)	20.00%	25.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Cardinal Health
Revenue Recognition
Concentration risk percentage (more than)	20.00%	25.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| McKesson
Revenue Recognition
Concentration risk percentage (more than)	20.00%	25.00%
Revenue from Contract with Customer Benchmark \| Customer Concentration Risk \| Three Major Customers
Revenue Recognition
Concentration risk percentage (more than)	75.00%	85.00%

Investments - Unrestricted Marketable Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Amortized cost	$ 322,797	$ 253,301
Gross unrealized gains	497	2,349
Gross unrealized losses	(1,472)	(238)
Total fair value	$ 321,822	$ 255,412

Investments - Contractual Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Less than 1 year	$ 196,485
1 year to 2 years	111,584
2 years to 3 years	13,753
3 years to 4 years	0
Greater than 4 years	0
Total	$ 321,822	$ 255,412

Investments - Narrative (Details) - USD ($)	1 Months Ended
Investments - Narrative (Details) - USD ($)	Dec. 31, 2021	Apr. 30, 2020	Mar. 31, 2022	Mar. 31, 2021
Investments, Debt and Equity Securities [Abstract]
Impairment due to credit losses			$ 0
Variable Interest Entity [Line Items]
Cash distributions received	$ 12,900,000
Navitor Pharmaceuticals, Inc. \| Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Agreement termination notice period		30 days
Threshold for development costs payments		$ 50,000,000
Investments		$ 15,000,000		$ 15,000,000
VIE, qualitative or quantitative information, ownership percentage		13.00%

Fair Value of Financial Measurements - Narrative (Details) - USD ($)	Mar. 31, 2022	Jan. 01, 2022	Dec. 31, 2021
Accounting Standards Update 2020-06
Fair value of financial instruments
Long-term Debt		$ 20,600,000
Recurring
Fair value of financial instruments
Total assets at fair value	$ 438,107,000		$ 459,476,000
Recurring \| Level 3
Fair value of financial instruments
Total assets at fair value	$ 0		$ 0

- Definition

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

+ References + Details

Fair Value of Financial Measurements - Carrying Value (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Liabilities:
Contingent consideration	$ 56,142,000	$ 80,477,000
Recurring
Other assets
Marketable securities - restricted (SERP)	570,000	630,000
Total assets at fair value	438,107,000	459,476,000
Liabilities:
Contingent consideration	56,142,000	80,477,000
Total liabilities at fair value	56,142,000	80,477,000
Recurring \| Corporate and municipal debt securities
Marketable securities
Corporate and municipal debt securities	196,485,000	136,246,000
Long-term marketable securities
Corporate and municipal debt securities	125,337,000	119,166,000
Recurring \| Cash
Cash and cash equivalents
Cash and Money market funds	84,218,000	148,863,000
Recurring \| Money market securities and funds
Cash and cash equivalents
Cash and Money market funds	31,497,000	54,571,000
Recurring \| Level 1
Other assets
Marketable securities - restricted (SERP)	8,000	7,000
Total assets at fair value	85,728,000	203,692,000
Liabilities:
Contingent consideration	0	0
Total liabilities at fair value	0	0
Recurring \| Level 1 \| Corporate and municipal debt securities
Marketable securities
Corporate and municipal debt securities	0	251,000
Long-term marketable securities
Corporate and municipal debt securities	0	0
Recurring \| Level 1 \| Cash
Cash and cash equivalents
Cash and Money market funds	84,218,000	148,863,000
Recurring \| Level 1 \| Money market securities and funds
Cash and cash equivalents
Cash and Money market funds	1,502,000	54,571,000
Recurring \| Level 2
Other assets
Marketable securities - restricted (SERP)	562,000	623,000
Total assets at fair value	352,379,000	255,784,000
Liabilities:
Contingent consideration	0	0
Total liabilities at fair value	0	0
Recurring \| Level 2 \| Corporate and municipal debt securities
Marketable securities
Corporate and municipal debt securities	196,485,000	135,995,000
Long-term marketable securities
Corporate and municipal debt securities	125,337,000	119,166,000
Recurring \| Level 2 \| Cash
Cash and cash equivalents
Cash and Money market funds	0	0
Recurring \| Level 2 \| Money market securities and funds
Cash and cash equivalents
Cash and Money market funds	29,995,000	0
Recurring \| Level 3
Other assets
Marketable securities - restricted (SERP)	0	0
Total assets at fair value	0	0
Liabilities:
Contingent consideration	56,142,000	80,477,000
Total liabilities at fair value	56,142,000	80,477,000
Recurring \| Level 3 \| Corporate and municipal debt securities
Marketable securities
Corporate and municipal debt securities	0	0
Long-term marketable securities
Corporate and municipal debt securities	0	0
Recurring \| Level 3 \| Cash
Cash and cash equivalents
Cash and Money market funds	0	0
Recurring \| Level 3 \| Money market securities and funds
Cash and cash equivalents
Cash and Money market funds	$ 0	$ 0

Fair Value of Financial Measurements - Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair value of financial instruments
Carrying Value	$ 400,382	$ 379,252
Convertible Notes \| Level 2
Fair value of financial instruments
Carrying Value	400,382	379,252
Fair Value (Level 2)	$ 395,456	$ 400,236

Contingent Consideration - Narrative (Details) $ in Thousands		3 Months Ended
	Jun. 09, 2020 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Nov. 24, 2021 right
Business Acquisition [Line Items]
Fair value of contingent consideration	$ 230,000
Contingent consideration		$ 665	$ 1,020
Payment of contingent consideration		22,900	$ 0
SPN-30 Regulatory and Commercial Activities
Business Acquisition [Line Items]
Fair value of contingent consideration	130,000
SPN-830 FDA Acceptance Milestone
Business Acquisition [Line Items]
Fair value of contingent consideration	25,000
SPN-830 NDA Approval Milestone
Business Acquisition [Line Items]
Fair value of contingent consideration	105,000
SPN-830 First Commercial And Sale Milestone
Business Acquisition [Line Items]
Fair value of contingent consideration	100,000
Future Sales Performance
Business Acquisition [Line Items]
Fair value of contingent consideration	100,000
APOKYN
Business Acquisition [Line Items]
Fair value of contingent consideration	35,000
APOKYN and SPN-830
Business Acquisition [Line Items]
Fair value of contingent consideration	$ 65,000
USWM Acquisition
Business Acquisition [Line Items]
Contingents value rights \| right				2
Contingent consideration		$ 700

Contingent Consideration - Reconciliation of the Beginning and Ending Balances Related to the Contingent Consideration (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at December 31, 2021	$ 80,477
Milestone payments	(25,000)
Change in fair value recognized in earnings	665
Balance at March 31, 2022 (unaudited)	56,142
Contingent consideration, current portion	46,890	$ 44,840
Contingent consideration, long-term	9,252	35,637
Contingent consideration	56,142	$ 80,477
Regulatory and developmental contingent consideration liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Contingent consideration	46,890
Sales-based contingent consideration liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Contingent consideration	9,252
USWM Acquisition
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at December 31, 2021	70,170
Milestone payments	(25,000)
Change in fair value recognized in earnings	1,720
Balance at March 31, 2022 (unaudited)	46,890
Contingent consideration	46,890
USWM Acquisition \| Regulatory and developmental contingent consideration liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Contingent consideration	46,890
USWM Acquisition \| Sales-based contingent consideration liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Contingent consideration	0
Adamas Acquisition
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at December 31, 2021	10,307
Milestone payments	0
Change in fair value recognized in earnings	(1,055)
Balance at March 31, 2022 (unaudited)	9,252
Contingent consideration	9,252
Adamas Acquisition \| Regulatory and developmental contingent consideration liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Contingent consideration	0
Adamas Acquisition \| Sales-based contingent consideration liabilities
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Contingent consideration	$ 9,252

Goodwill and Intangible Assets, Net - Schedule of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2021	$ 117,516
Goodwill	(2,102)
Balance as of March 31, 2022 (unaudited)	$ 115,414

Goodwill and Intangible Assets, Net - Goodwill and Intangible Assets Gross Carrying Amount and Related Accumulated Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Life (Years)	8 years 4 months 24 days
Accumulated Amortization	$ (84,871)	$ (64,227)
Total intangible assets, carrying amount, gross	848,920	848,920
Intangible assets, net	764,049	784,693
Acquired in-process research and development
Indefinite-lived Intangible Assets [Line Items]
Acquired in-process research and development	$ 124,000	124,000
Acquired developed technology and product rights
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Life (Years)	8 years 5 months 26 days
Carrying Amount, Gross	$ 681,100	681,100
Accumulated Amortization	(54,913)	(35,550)
Carrying Amount, Net	$ 626,187	645,550
Capitalized patent defense costs
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted Average Life (Years)	4 years 4 months 13 days
Carrying Amount, Gross	$ 43,820	43,820
Accumulated Amortization	(29,958)	(28,677)
Carrying Amount, Net	$ 13,862	$ 15,143

Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 20,644	$ 6,007
2023	79,800
2024	79,800
2025	75,000
2026	75,000
2027	$ 73,200

Convertible Senior Notes Due 2023 - Narrative (Details)	3 Months Ended	12 Months Ended
Convertible Senior Notes Due 2023 - Narrative (Details)	Mar. 31, 2022 USD ($) day $ / shares Rate shares	Dec. 31, 2021 USD ($)	Jan. 01, 2022 USD ($)
Notes payable
Strike price of the warrant transactions (in dollars per share) \| $ / shares	$ 80.91
Accounting Standards Update 2020-06
Notes payable
Long-term Debt \| $			$ 20,600,000
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
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 note hedge options issued (in shares) \| shares	402,500
Convertible Debt \| Conversion Circumstance One
Notes payable
Threshold trading days (whether or not consecutive)	20
Consecutive trading day period (in days)	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)	5
Consecutive trading day period (in days)	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 ($)	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total carrying value	$ 400,382,000	$ 379,252,000
Convertible Debt
Debt Instrument [Line Items]
2023 Notes	402,500,000	402,500,000
Unamortized debt discount and deferred financing costs	(2,118,000)	(23,248,000)
Total carrying value	400,382,000	379,252,000
Convertible Notes \| Level 2
Debt Instrument [Line Items]
Total carrying value	400,382,000	379,252,000
Fair Value (Level 2)	$ 395,456,000	$ 400,236,000

Share-Based Payments - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based payments
Total	$ 4,025	$ 4,371
Research and development
Share-based payments
Total	651	588
Selling, general and administrative
Share-based payments
Total	$ 3,374	$ 3,783

Share-Based Payments - SAR Activity (Details) - Stock option and Stock Appreciation Rights - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Number of Options
Outstanding at the beginning of the period (in shares)	5,774,076
Granted (in shares)	929,785
Exercised (in shares)	(47,601)
Forfeited (in shares)	(48,036)
Outstanding at the end of the period (in shares)	6,608,224	5,774,076
Exercisable (in shares)	4,280,012	3,651,824
Vested and expected to vest (in shares)	6,608,224	5,774,076
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 24.15
Granted (in dollars per share)	32.20
Exercised (in dollars per share)	18.21
Forfeited (in dollars per share)	30.84
Outstanding at the end of the period (in dollars per share)	25.28	$ 24.15
Exercisable (in dollars per share)	22.87	21.29
Vested and expected to vest (in dollars per share)	$ 25.28	$ 24.15
Weighted Average Remaining Contractual Term (in years)
Outstanding at the end of the period	6 years 3 months	5 years 11 months 12 days
Vested and expected to vest	6 years 3 months	5 years 11 months 12 days
Exercisable	4 years 9 months 14 days	4 years 6 months 10 days

Share-Based Payments - Restricted Stock Units (Details) - RSUs	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Number of RSUs
Nonvested, beginning balance (in shares) \| shares	21,110
Granted (in shares) \| shares	131,210
Vested (in shares) \| shares	(21,110)
Forfeited (in shares) \| shares	0
Nonvested, ending balance (in shares) \| shares	131,210
Weighted Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 29.61
Granted (in dollars per share) \| $ / shares	32.20
Vested (in dollars per share) \| $ / shares	29.61
Forfeited (in dollars per share) \| $ / shares	0
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 32.20

Share-Based Payments - Performance Stock Units (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Total PSUs
Number of PSUs
Nonvested, beginning balance (in shares)	89,125
Nonvested, ending balance (in shares)	67,625
Weighted Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 28.43
Vested (in shares)	(21,500)
Weighted average fair value, grant date, (in dollars per share) \| $ / shares	$ 29.67
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 28.04
Forfeited (in shares)	0
Performance-Based Units
Number of PSUs
Nonvested, beginning balance (in shares)	53,500
Nonvested, ending balance (in shares)	32,000
Weighted Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 29.82
Vested (in shares)	(21,500)
Weighted average fair value, grant date, (in dollars per share) \| $ / shares	$ 29.67
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 29.92
Market-Based Units
Number of PSUs
Nonvested, beginning balance (in shares)	35,625
Nonvested, ending balance (in shares)	35,625
Weighted Average Grant Date Fair Value per Share
Nonvested, beginning balance (in dollars per share) \| $ / shares	$ 26.34
Vested (in shares)	0
Weighted average fair value, grant date, (in dollars per share) \| $ / shares
Nonvested, ending balance (in dollars per share) \| $ / shares	$ 26.34

Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income per share
Strike price of the warrant transactions (in dollars per share)	$ 80.91
Numerator:
Net earnings	$ 25,616	$ 5,694
After-tax interest expense for 2023 Notes	887	0
Numerator for dilutive earnings per share	$ 26,503	$ 5,694
Denominator:
Weighted average shares outstanding, basic (in shares)	53,330,837	52,927,467
Effect of dilutive securities:
Stock options, RSU and SAR (in shares)	1,291,782	1,269,504
Convertible notes	6,783,936	0
Weighted average shares outstanding, diluted (in shares)	61,406,555	54,196,971
Earnings per share, basic (in dollars per share)	$ 0.48	$ 0.11
Earnings per share, diluted (in dollars per share)	$ 0.43	$ 0.11
Stock options, RSUs
Income per share
Common stock equivalents excluded in the calculation of diluted income per share (in shares)	1,067,231	1,419,203
Convertible Debt
Income per share
Conversion price, per share of common stock (in dollars per share)	$ 59.33

Income Tax (Benefit) Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ (10,893)	$ 5,235
Effective tax rate	(74.00%)	47.90%

- Definition

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

+ References + Details

Leases - Narrative (Details) $ in Thousands		3 Months Ended
Leases - Narrative (Details) $ in Thousands	Nov. 24, 2021 USD ($) renewalOption	Mar. 31, 2022 USD ($)	Feb. 01, 2019
Leases [Abstract]
Optional lease renewal term (in years)	5 years		10 years
Number of renewal options \| renewalOption	1
Adamas Pharmaceuticals
Leases
Change in fair value of operating lease acquired \| $	$ (1,620)	$ (1,600)

Leases - Leases Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Operating lease assets	$ 32,141	$ 35,365
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Lease liabilities, current
Operating lease liabilities, current portion	$ 6,141	$ 6,477
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accounts payable and accrued liabilities	Accounts payable and accrued liabilities
Lease liabilities, long-term
Operating lease liabilities, long-term	$ 39,891	$ 41,298
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities, long-term	Operating lease liabilities, long-term
Total lease liabilities	$ 46,032	$ 47,775

Composition of Balance Sheet Items - Accounts Receivables (Details) - USD ($) $ in Millions	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Allowance for expected sales discounts and allowances	$ 11.4	$ 13.5

Composition of Balance Sheet Items - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 9,239	$ 7,325
Work in process	46,219	45,711
Finished goods	33,337	32,923
Total inventories	$ 88,795	$ 85,959

Composition of Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Property and equipment
Property and equipment, gross	$ 29,696		$ 33,409
Less accumulated depreciation and amortization	(12,481)		(16,454)
Property and equipment, net	17,215		16,955
Depreciation and amortization expense	700	$ 600
Lab equipment and furniture
Property and equipment
Property and equipment, gross	12,199		12,287
Leasehold improvements
Property and equipment
Property and equipment, gross	13,998		14,369
Software
Property and equipment
Property and equipment, gross	2,185		4,776
Computer equipment
Property and equipment
Property and equipment, gross	1,282		1,944
Construction in Progress
Property and equipment
Property and equipment, gross	$ 32		$ 33

Composition of Balance Sheet Items - Accrued Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts payable	$ 12,323	$ 9,331
Accrued professional fees	16,209	26,728
Accrued compensation	14,555	28,068
Accrued product costs	12,727	18,460
Accrued royalties	11,044	13,821
Accrued clinical trial costs	7,784	9,125
Operating lease liabilities, current portion	6,141	6,477
Other accrued expenses	8,649	5,673
Total	$ 89,432	$ 117,683

Composition of Balance Sheet Items - Accrued Product Returns and Rebates (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued product rebates	$ 104,948	$ 97,597
Accrued product returns	35,233	35,127
Total	$ 140,181	$ 132,724

Composition of Balance Sheet Items - Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nonrecourse liability related to sale of future royalties, long-term	$ 3,784	$ 5,977
Other liabilities	10,361	10,403
Total	$ 14,145	$ 16,380

Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
Interest Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021
Other Income and Expenses [Abstract]
Interest expense	$ (1,155)	$ (5,062)
Interest expense on nonrecourse liability related to sale of future royalties	(787)	(1,035)
Total	1,942	6,097
Amortization of deferred financing costs and debt discount	$ 526	$ 4,287

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions		1 Months Ended	3 Months Ended
	Apr. 01, 2019	Mar. 31, 2019	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2014
Long-term Purchase Commitment [Line Items]
Nonrecourse liability related to sale of future royalties, long term					$ 30.0
NAMENDA XR/Namzaric Qui Tam Litigation
Long-term Purchase Commitment [Line Items]
Loss contingency, damages sought, value	$ 2,500.0
USWM Acquisition
Long-term Purchase Commitment [Line Items]
Annual minimum purchase quantity requirement amount				$ 3.9
Commitment period			5 years
Spend commitment amount			$ 0.0
Payment to resolve U.S. Department of Justice allegations		$ 17.5