What changed in this filing

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Item 1. Financial Statements

2021-11-03 compared with 2021-07-29 · 115 added, 91 removed, 425 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except share and per share data)

September 30,

2021 December 31,

29 unchanged sentences

25,000,000 shares authorized;

no shares issued or outstanding at June 30, 2021 and December 31, 2020

no shares issued or outstanding at September 30, 2021 and December 31, 2020

Common stock, $ 0.001 par value;

125,000,000 shares authorized;

70,404,782 shares issued and 59,910,814 outstanding at June 30, 2021, and 69,293,920 shares issued and outstanding at December 31, 2020

70,515,336 shares issued and 54,715,184 outstanding at September 30, 2021, and 69,293,920 shares issued and outstanding at December 31, 2020

Additional paid-in capital 2,322,460 2,242,801

1 unchanged sentence

Accumulated deficit ( 144,133 ) ( 1,843,475 )

Treasury stock, at cost ( 10,493,968 shares at June 30, 2021 and no shares at December 31, 2020)

Treasury stock, at cost ( 15,800,152 shares at September 30, 2021 and no shares at December 31, 2020)

( 783,438 ) —

4 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands, except share and per share data)

7 unchanged sentences

1,996 — 3,996 —

Interest (expense) income, net ( 92 ) 1,769 248 4,705

Interest income, net 256 1,115 504 5,820

Other income, net 4,641 — 11,165 —

Net loss from continuing operations ( 84,259 ) ( 79,175 ) ( 257,926 ) ( 244,764 )

Net income (loss) from discontinued operations, net of tax ( 3,427 ) ( 8,983 ) 1,961,775 34,855

Net income (loss) $ ( 86,217 ) $ ( 90,478 ) $ 1,788,108 $ ( 130,734 )

Net (loss) income from discontinued operations, net of tax ( 4,507 ) ( 19,804 ) 1,957,268 15,051

Net (loss) income $ ( 88,766 ) $ ( 98,979 ) $ 1,699,342 $ ( 229,713 )

Net loss from continuing operations per share - basic and diluted $ ( 1.48 ) $ ( 1.15 ) $ ( 4.13 ) $ ( 3.55 )

Net income (loss) from discontinued operations per share - basic and diluted $ ( 0.06 ) $ ( 0.13 ) $ 30.05 $ 0.51

Net income (loss) per share - basic and diluted $ ( 1.41 ) $ ( 1.31 ) $ 27.39 $ ( 1.90 )

Weighted-average number of common shares used in computing net loss per share from continuing operations, net income (loss) per share from discontinued operations and net income (loss) per share – basic and diluted 61,066,977 68,958,091 65,281,827 68,784,109

Net (loss) income from discontinued operations per share - basic and diluted $ ( 0.08 ) $ ( 0.29 ) $ 31.31 $ 0.22

Net (loss) income per share - basic and diluted $ ( 1.56 ) $ ( 1.43 ) $ 27.19 $ ( 3.33 )

Weighted-average number of common shares used in computing net loss per share from continuing operations, net (loss) income per share from discontinued operations and net (loss) income per share – basic and diluted 57,048,175 69,144,061 62,503,087 68,905,853

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Comprehensive (Loss) Income

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands)

2021 2020 2021 2020

Net income (loss) $ ( 86,217 ) $ ( 90,478 ) $ 1,788,108 $ ( 130,734 )

Net (loss) income $ ( 88,766 ) $ ( 98,979 ) $ 1,699,342 $ ( 229,713 )

Other comprehensive (loss) income

Unrealized (loss) gain on available-for-sale securities ( 54 ) ( 973 ) ( 303 ) 461

Comprehensive income (loss) $ ( 86,358 ) $ ( 88,916 ) $ 1,787,859 $ ( 129,300 )

Comprehensive (loss) income $ ( 88,820 ) $ ( 99,952 ) $ 1,699,039 $ ( 229,252 )

See accompanying Notes to Condensed Consolidated Financial Statements.

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Balance at June 30, 2021 70,404,782 $ 70 $ 2,306,304 $ ( 144 ) $ ( 55,367 ) ( 10,493,968 ) $ ( 529,047 ) $ 1,721,816

Common stock issued under stock incentive plan and ESPP 110,554 $ 1 $ 4,008 $ — $ — — $ — $ 4,009

Stock-based compensation expense — — 12,148 — — — — 12,148

Repurchase of common stock — — — — — ( 5,306,184 ) ( 254,391 ) ( 254,391 )

Other comprehensive loss — — — ( 54 ) — — — ( 54 )

Net loss — — — — ( 88,766 ) — — ( 88,766 )

Balance at September 30, 2021 70,515,336 $ 71 $ 2,322,460 $ ( 198 ) $ ( 144,133 ) ( 15,800,152 ) $ ( 783,438 ) $ 1,394,762

See accompanying Notes to Condensed Consolidated Financial Statements.

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Balance at June 30, 2020 69,058,696 $ 69 $ 2,203,599 $ 1,636 $ ( 1,646,839 ) $ 558,465

Common stock issued under stock incentive plan and ESPP 139,367 $ — $ 3,532 $ — $ — $ 3,532

Stock-based compensation expense — — 14,977 — — 14,977

Other comprehensive loss — — — ( 973 ) — ( 973 )

Net loss — — — — ( 98,979 ) ( 98,979 )

Disposition of oncology business — $ — $ 3,430 $ — $ — $ 3,430

Balance at September 30, 2020 69,198,063 $ 69 $ 2,225,538 $ 663 $ ( 1,745,818 ) $ 480,452

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended

Nine Months Ended

September 30,

(In thousands) 2021 2020

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Servier also acquired our co-commercialization rights for Bristol Myers Squibb’s IDHIFA® and the right to receive a $ 25.0 million potential milestone payment under our prior collaboration agreement with Celgene Corporation, and following the sale Servier will conduct certain clinical development activities within the IDHIFA® development program.

We recorded income from royalties of approximately $ 2.0 million on U.S.

net sales of TIBSOVO® by Servier in the gain on sale of oncology business line item within the condensed consolidated statements of operation s , for the three and six months ended June 30, 2021.

We also recorded approximately $ 3.5 million of cash receipts from customers owed to Servier within the prepaid expenses and other current assets line item within the condensed consolidated balance sheet as of June 30, 2021.

We recorded income from royalties of approximately $ 2.0 million and $ 4.0 million on U.S.

net sales of TIBSOVO® by Servier in the gain on sale of oncology business line item within the condensed consolidated statements of operation s , for the three and nine months ended September 30, 2021, respectively.

Basis of presentation

The condensed consolidated balance sheet as of June 30, 2021, the condensed consolidated statements of operations, comprehensive income (loss) and stockholders' equity for the three and six months ended June 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the six months ended June 30, 2021 and 2020 are unaudited.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of June 30, 2021, our results of operations and stockholders' equity for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020.

The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three and six-month periods are also unaudited.

The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period.

The condensed consolidated balance sheet as of September 30, 2021, the condensed consolidated statements of operations, comprehensive (loss) income and stockholders' equity for the three and nine months ended September 30, 2021 and 2020, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020 are unaudited.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of our management, reflect all adjustments, which include only normal recurring adjustments, necessary to fairly state our financial position as of September 30, 2021, our results of operations and stockholders' equity for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020.

The financial data and the other financial information disclosed in these notes to the condensed consolidated financial statements related to the three and nine-month periods are also unaudited.

The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any other future annual or interim period.

The condensed consolidated balance sheet data as of December 31, 2020 was derived from our audited financial statements, but does not include all disclosures required by U.S.

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The condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 that was filed with the Securities and Exchange Commission, or the SEC, on February 25, 2021.

In late March 2021, our oncology business met all the conditions to be classified as held for sale and, because we consider the disposal of the oncology business to be a strategic shift that had a major effect on our operations and financial results,

represented a discontinued operation.

All assets and liabilities associated with our oncology business were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented.

All assets and liabilities associated with our oncology business were therefore classified

as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented.

Further, all historical operating results for our oncology business are reflected within discontinued operations in the condensed consolidated statements of operations for all periods presented.

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Further, on April 2, 2021, in connection with the Repurchase Program, we entered into a Rule 10b5-1 repurchase plan pursuant to which we may repurchase up to $ 600 million of shares of our common stock.

As of June 30, 2021, we have repurchased approximately 3.4 million shares for $ 184.5 million, or $ 54.71 per share, under the plan with approximately $ 415.5 million remaining under the plan for additional repurchases.

In total, as of June 30, 2021, we have repurchased 10.5 million common shares for $ 529.0 million under the Repurchase Program.

As of June 30, 2021, we had cash, cash equivalents and marketable securities of $ 1.7 billion.

As of September 30, 2021, we have repurchased approximately 8.7 million shares for $ 438.9 million, or $ 50.57 per share, under the plan.

In total, as of September 30, 2021, we have repurchased 15.8 million shares of common stock for $ 783.4 million, or $ 49.58 per share, under the Repurchase Program.

As of September 30, 2021, we had cash, cash equivalents and marketable securities of $ 1.4 billion.

Although we have incurred recurring losses and expect to continue to incur losses for the foreseeable future, we expect our cash, cash equivalents and marketable securities will be sufficient to fund current operations for at least the next twelve months from the issuance date of these financial statements.

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The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items.

ASU 2014-08 requires that only a disposal of a component of an entity, or a

group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations.

ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s

operations and financial results be reported in the financial statements as discontinued operations.

ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations.

Due to the sale of the oncology business during the first quarter of 2021, see Note 3, Discontinued Operations , in accordance with ASC 205, Discontinued Operations , we have classified the results of the oncology business as discontinued operations in our unaudited condensed consolidated statements of operations and cash flows for all periods presented.

Due to the sale of the oncology business during the first quarter of 2021, in accordance with ASC 205, Discontinued Operations , we have classified the results of the oncology business as discontinued operations in our unaudited condensed consolidated statements of operations and cash flows for all periods presented, see Note 3, Discontinued Operations.

47 unchanged sentences

Net liabilities distributed to Servier $ ( 243,188 )

The following table presents the gain on the sale for the quarter ended March 31, 2021:

(in thousands) March 31, 2021

The following table presents the gain on the sale for the nine months ended September 30, 2021:

(in thousands) September 30, 2021

Cash proceeds $ 1,802,936

2 unchanged sentences

Gain on sale, pre-tax 1,989,133

Income tax ( 12,867 )

Income tax expense ( 16,756 )

Gain on sale, net of tax $ 1,972,377

As of June 30, 2021, there were no assets or liabilities classified as discontinued operations.

As of September 30, 2021, there were no assets or liabilities classified as discontinued operations.

The following table presents the financial results of the discontinued operations:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2021 2020 2021 2020

11 unchanged sentences

Non-cash interest expense for the sale of future revenue — ( 9,767 ) ( 5,697 ) ( 11,818 )

Gain on the sale of the oncology business ( 2,800 ) — 1,989,751 —

Income from discontinued operations, pre-tax ( 3,427 ) ( 8,983 ) 1,974,642 34,855

(Loss) gain on the sale of the oncology business ( 618 ) — 1,989,133 —

(Loss) income from discontinued operations, pre-tax ( 618 ) ( 19,804 ) 1,974,024 15,051

Income tax expense ( 3,889 ) — ( 16,756 ) —

Net income from discontinued operations $ ( 3,427 ) $ ( 8,983 ) $ 1,961,775 $ 34,855

Net (loss) income from discontinued operations $ ( 4,507 ) $ ( 19,804 ) $ 1,957,268 $ 15,051

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations.

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Level 3 – Unobservable inputs that reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of June 30, 2021:

The following table summarizes our cash equivalents and marketable securities measured at fair value on a recurring basis as of September 30, 2021:

(In thousands) Level 1 Level 2 Level 3 Total

9 unchanged sentences

The pricing services utilize industry standard valuation models, including both income and market-based approaches, and observable market inputs to determine value.

After completing our validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2021.

There have been no changes to the valuation methods during the six months ended June 30, 2021.

We have no financial assets or liabilities that were classified as Level 3 at any point during the six months ended June 30, 2021.

After completing our validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of September 30, 2021.

There have been no changes to the valuation methods during the nine months ended September 30, 2021.

We have no financial assets or liabilities that were classified as Level 3 at any point during the nine months ended September 30, 2021.

Marketable Securities

Our marketable securities are classified as available-for-sale pursuant to ASC 320, Investments – Debt and Equity Securities , and are recorded at fair value.

Unrealized gains are included as a component of accumulated other comprehensive (loss) income in the condensed consolidated balance sheets and statements of stockholders’ equity and a component of total comprehensive loss in the condensed consolidated statements of comprehensive (loss) income, until realized.

Unrealized gains are included as a component of accumulated other comprehensive (loss) income in the condensed consolidated balance sheets and statements of stockholders’ equity and a component of total comprehensive (loss) income in the condensed consolidated statements of comprehensive (loss) income, until realized.

Unrealized losses are evaluated for impairment under ASC 326, Financial Instruments - Credit Losses , to determine if the impairment is credit-related or noncredit-related.

Credit-related impairment is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, and noncredit-related impairment is recognized in other comprehensive income, net of taxes.

Realized gains and losses are included in investment income on a specific-identification basis.

There were no material realized gains or losses on marketable securities for the three and six months ended June 30, 2021 or 2020.

Marketable securities at June 30, 2021 consisted of the following:

There were no material realized gains or losses on marketable securities for the three and nine months ended September 30, 2021 or 2020.

Marketable securities at September 30, 2021 consisted of the following:

(In thousands) Amortized

5 unchanged sentences

Total Current 865,920 32 ( 119 ) 865,833

Treasuries 20,016 — ( 7 ) 20,009

Government securities 34,996 — ( 17 ) 34,979

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Total marketable securities $ 542,996 $ 321 $ ( 216 ) $ 543,101

As of June 30, 2021 and December 31, 2020, we held both current and non-current investments.

As of September 30, 2021 and December 31, 2020, we held both current and non-current investments.

Investments classified as current have maturities of less than one year.

1 unchanged sentence

(i) have a maturity of greater than one year, and (ii) we do not intend to liquidate within the next twelve months, although these funds are available for use and, therefore, are classified as available-for-sale.

As of June 30, 2021 and December 31, 2020, we held 113 and 87 debt securities, respectively, that were in an unrealized loss position for less than one year.

We did no t record an allowance for credit losses as of June 30, 2021 and December 31, 2020 related to these securities.

The aggregate fair value of debt securities in an unrealized loss position at June 30, 2021 and December 31, 2020 was $ 559.3 million and $ 299.0 million, respectively.

There were no individual securities that were in a significant unrealized loss position as of June 30, 2021 and December 31, 2020.

As of September 30, 2021 and December 31, 2020, we held 116 and 87 debt securities, respectively, that were in an unrealized loss position for less than one year.

We did no t record an allowance for credit losses as of September 30, 2021 and December 31, 2020 related to these securities.

The aggregate fair value of debt securities in an unrealized loss position at September 30, 2021 and December 31, 2020 was $ 692.5 million and $ 299.0 million, respectively.

There were no individual securities that were in a significant unrealized loss position as of September 30, 2021 and December 31, 2020.

We regularly review the securities in an unrealized loss position and evaluate the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions.

We do not consider these marketable securities to be impaired as of June 30, 2021 and December 31, 2020.

We do not consider these marketable securities to be impaired as of September 30, 2021 and December 31, 2020.

Our building leases are comprised of office and laboratory space under non-cancelable operating leases.

These lease agreements have remaining lease terms of seven years and contain various clauses for renewal at our option.

These lease agreements have remaining lease terms of six years and contain various clauses for renewal at our option.

The renewal options were not included in the calculation of the operating lease assets and the operating lease liabilities as the renewal options are not reasonably certain of being exercised.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In millions) 2021 2020 2021 2020

1 unchanged sentence

Cash paid for amounts included in the measurement of operating lease liabilities $ 3.6 $ 3.5 $ 10.8 $ 10.9

We have not entered into any material short-term leases or financing leases as of June 30, 2021.

As of June 30, 2021, undiscounted minimum rental commitments under non-cancelable leases, for each of the next five years and total thereafter were as follows:

We have not entered into any material short-term leases or financing leases as of September 30, 2021.

As of September 30, 2021, undiscounted minimum rental commitments under non-cancelable leases, for each of the next five years and total thereafter were as follows:

(In thousands)

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Operating lease liabilities $ 98,723

In arriving at the operating lease liabilities as of June 30, 2021 and December 31, 2020, we applied the weighted-average incremental borrowing rate of 5.7 % for both periods over a weighted-average remaining lease term of 6.7 years and 7.2 years, respectively.

In arriving at the operating lease liabilities as of September 30, 2021 and December 31, 2020, we applied the weighted-average incremental borrowing rate of 5.7 % for both periods over a weighted-average remaining lease term of 6.4 years and 7.2 years, respectively.

In August 2021, we entered into a long-term sublease agreement for 12,995 square feet of the office space at 38 Sidney Street Cambridge, Massachusetts.

The term of the lease runs until December 2024.

We recorded operating sublease income of $ 0.1 million for both the three and nine months ended September 30, 2021 in other income, net in the condensed consolidated statements of operations.

As of September 30, 2021, the future minimum lease payments to be received under the long-term sublease agreement were as follows:

(In thousands)

Remaining 2021 $ 276

Total $ 3,732

Accrued Expenses

Accrued expenses consist of the following:

(In thousands) June 30,

(In thousands) September 30,

2021 December 31,

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Any options or awards outstanding under the 2007 Plan at the time of adoption of the 2013 Plan remain outstanding and effective.

As of June 30, 2021, the total number of shares reserved under the 2007 Plan and the 2013 Plan was 11,532,771 , and we had 4,814,051 shares available for future issuance under the 2013 Plan.

As of September 30, 2021, the total number of shares reserved under the 2007 Plan and the 2013 Plan was 11,457,704 , and we had 5,058,266 shares available for future issuance under the 2013 Plan.

Stock options

The following table presents stock option activity for the six months ended June 30, 2021:

The following table presents stock option activity for the nine months ended September 30, 2021:

Stock Options Weighted-Average

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Forfeited/Expired ( 1,402,231 ) 62.20

Outstanding at June 30, 2021 5,251,842 $ 58.87

Exercisable at June 30, 2021 3,412,161 $ 61.00

Vested and expected to vest at June 30, 2021 5,251,842 $ 58.87

At June 30, 2021, there was approximately $ 58.8 million of total unrecognized compensation expense related to unvested stock option awards, which we expect to recognize over a weighted-average period of approximately 2.6 years.

Outstanding at September 30, 2021 5,032,591 $ 58.86

Exercisable at September 30, 2021 3,392,192 $ 61.02

Vested and expected to vest at September 30, 2021 5,032,591 $ 58.86

At September 30, 2021, there was approximately $ 49.1 million of total unrecognized compensation expense related to unvested stock option awards, which we expect to recognize over a weighted-average period of approximately 2.4 years.

Restricted stock units

The following table presents RSU activity for the six months ended June 30, 2021:

The following table presents RSU activity for the nine months ended September 30, 2021:

Stock Units Weighted-Average

4 unchanged sentences

Forfeited ( 634,933 ) 51.65

Unvested shares at June 30, 2021 1,185,013 $ 51.60

As of June 30, 2021, there was approximately $ 47.2 million of total unrecognized compensation expense related to RSUs, which we expect to recognize over a weighted-average period of approximately 2.1 years.

Unvested shares at September 30, 2021 1,081,482 $ 51.57

As of September 30, 2021, there was approximately $ 37.5 million of total unrecognized compensation expense related to RSUs, which we expect to recognize over a weighted-average period of approximately 1.9 years.

Performance-based stock units

The following table presents PSU activity for the six months ended June 30, 2021:

The following table presents PSU activity for the nine months ended September 30, 2021:

Stock Units Weighted-Average

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Forfeited ( 30,559 ) 51.02

Unvested shares at June 30, 2021 239,170 $ 55.98

Stock-based compensation expense associated with these PSUs is recognized if the underlying performance condition is considered probable of achievement using our management’s best estimates.

As of June 30, 2021, there was no unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered probable of achievement, and $ 13.4 million of total unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered not probable of achievement.

Unvested shares at September 30, 2021 242,670 $ 55.54

Stock-based compensation expense associated with these PSUs is recognized when the underlying performance condition is considered probable of achievement using our management’s best estimates.

As of September 30, 2021, there was no unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered probable of achievement, and $ 13.5 million of total unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered not probable of achievement.

Market-based stock units

The following table presents market-based stock unit, or MSU, activity for the six months ended June 30, 2021:

The following table presents market-based stock unit, or MSU, activity for the nine months ended September 30, 2021:

Stock Units Weighted-Average

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Unvested shares at December 31, 2020 42,695 $ 41.50

Unvested shares at June 30, 2021 42,695 $ 41.50

Unvested shares at September 30, 2021 42,695 $ 41.50

The fair value of MSUs are estimated using a Monte Carlo simulation model.

Assumptions and estimates utilized in the model include the risk-free interest rate, dividend yield, expected stock volatility and the estimated period to achievement of the market condition.

As of June 30, 2021, there was no remaining unrecognized compensation expense related to MSUs.

As of September 30, 2021, there was no remaining unrecognized compensation expense related to MSUs.

2013 Employee Stock Purchase Plan

In June 2013, our Board of Directors adopted, and in July 2013 our stockholders approved, the 2013 Employee Stock Purchase Plan, or the 2013 ESPP.

We issued and sold 59,401 and 62,694 shares of common stock during the six months ended June 30, 2021 and 2020, respectively, under the 2013 ESPP.

We issued and sold 94,888 and 120,293 shares of common stock during the nine months ended September 30, 2021 and 2020, respectively, under the 2013 ESPP.

The 2013 ESPP provides participating employees with the opportunity to purchase up to an aggregate of 1,345,454 shares of our common stock.

As of June 30, 2021, we had 921,043 shares of common stock available for future issuance under the 2013 ESPP.

As of September 30, 2021, we had 885,556 shares of common stock available for future issuance under the 2013 ESPP.

Stock-based compensation expense

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2021 2020 2021 2020

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2021 2020 2021 2020

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Diluted net loss per share is calculated by adjusting the weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury stock method.

For purposes of the dilutive net loss per share calculation, stock options, RSUs, PSUs and MSUs for which the performance and market vesting conditions, respectively, have been deemed probable, and 2013 ESPP shares are considered to be common stock equivalents, while PSUs and MSUs with performance and market vesting conditions, respectively, that were not deemed probable as of June 30, 2021 are not considered to be common stock equivalents.

For purposes of the dilutive net loss per share calculation, stock options, RSUs, PSUs and MSUs for which the performance and market vesting conditions, respectively, have been deemed probable, and 2013 ESPP shares are considered to be common stock equivalents, while PSUs and MSUs with performance and market vesting conditions, respectively, that were not deemed probable as of September 30, 2021 are not considered to be common stock equivalents.

We utilize the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive.

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The following common stock equivalents were excluded from the calculation of diluted net loss per share applicable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three and Six Months Ended June 30,

Three and Nine Months Ended September 30,

Stock options 5,032,591 6,370,245

Restricted stock units 1,081,482 1,205,478

Performance-based stock units — 78,920

Employee stock purchase plan shares 7,470 13,201

Total common stock equivalents 6,121,543 7,588,924

No income tax provision was recorded for the three months ended June 30, 2021.

We recorded a provision for income taxes of $ 12.9 million for the six months ended June 30, 2021.

No income tax provision was recorded for the three and six months ended June 30, 2020.

The tax provision has been recorded within discontinued operations as it relates to the income tax impact on the sale of its oncology business to Servier.

There is no income tax expense recorded in continuing operations for the three and six months ended June 30, 2021 and 2020, respectively.

Cash taxes paid were $ 6.2 million for the six months ended June 30, 2021.

No cash taxes were paid during the six months ended June 30, 2020.

We recorded a provision for income taxes of $ 3.9 million and $ 16.8 million for the three and nine months ended September 30, 2021, respectively.

No income tax provision was recorded for the three and nine months ended September 30, 2020.

provision has been recorded within discontinued operations as it relates to the income tax impact on the sale of our oncology business to Servier.

There is no income tax expense recorded in continuing operations for the three and nine months ended September 30, 2021 and 2020, respectively.

Cash taxes paid were $ 8.9 million for the nine months ended September 30, 2021.

No cash taxes were paid during the nine months ended September 30, 2020.

Share Repurchase Program

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Further, on April 2, 2021, in connection with the Repurchase Program, we entered into a Rule 10b5-1 repurchase plan to which we may repurchase up to $ 600 million of shares of our common stock.

As of June 30, 2021, we have repurchased approximately 3.4 million shares of common stock for $ 184.5 million, or $ 54.71 per share, under the plan with approximately $ 415.5 million remaining under the plan for additional repurchases.

In total, as of June 30, 2021, we have repurchased 10.5 million common shares for $ 529.0 million under the Repurchase Program.

As of September 30, 2021, we have repurchased approximately 8.7 million shares of common stock for $ 438.9 million, or $ 50.57 per share, under the plan.

In total, as of September 30, 2021, we have repurchased 15.8 million shares of common stock for $ 783.4 million, or $ 49.58 per share, under the Repurchase Program.

Repurchased shares are held as treasury stock until they are retired or re-issued.

1 unchanged sentence

Repurchases of our common stock are accounted for as of the settlement date.

There were no retirements or re-issuances of treasury stock during the three months ended June 30, 2021.

There were no retirements or re-issuances of treasury stock during the three or nine months ended September 30, 2021.

Subsequent Events

On October 5, 2021, we terminated our Rule 10b5-1 share repurchase program and on October 13, 2021 entered into a Rule 10b-18 repurchase plan that allows us to conduct open market repurchases over time up to our remaining authorization under the Repurchase Program.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements