What changed in this filing

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Item 1. Financial Statements

2022-08-04 compared with 2022-05-05 · 116 added, 91 removed, 402 unchanged (34% of the section changed)

24 unchanged sentences

Financing lease liabilities 167 331

Deferred revenue 2,500 —

Total current liabilities 48,396 59,826

Operating lease liabilities, net of current portion 78,946 85,659

Financing lease liabilities, net of current portion 276 276

Other non-current liabilities 1,055 276

Total liabilities 128,397 145,761

2 unchanged sentences

25,000,000 shares authorized;

no shares issued or outstanding at March 31, 2022 and December 31, 2021

no shares issued or outstanding at June 30, 2022 and December 31, 2021

Common stock, $ 0.001 par value;

125,000,000 shares authorized;

70,993,277 shares issued and 54,776,467 shares outstanding at March 31, 2022, and 70,550,631 shares issued and 54,334,220 shares outstanding at December 31, 2021

71,031,792 shares issued and 54,815,381 shares outstanding at June 30, 2022, and 70,550,631 shares issued and 54,334,220 shares outstanding at December 31, 2021

Additional paid-in capital 2,362,327 2,334,348

Accumulated other comprehensive loss ( 10,502 ) ( 1,198 )

Treasury stock, at cost ( 16,216,411 shares at March 31, 2022 and December 31, 2021)

Treasury stock, at cost ( 16,216,411 shares at June 30, 2022 and December 31, 2021)

( 802,486 ) ( 802,486 )

5 unchanged sentences

Condensed Consolidated Statements of Operations

Three Months Ended March 31,

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

(In thousands, except share and per share data)

2022 2021 2022 2021

Product revenue, net $ 3,082 $ — $ 3,914 $ —

Milestone revenue 2,500 — 2,500 —

Total revenue 5,582 — 6,414 —

6 unchanged sentences

Royalty income from gain on sale of oncology business 2,704 2,000 5,408 2,000

Interest income, net 694 340

Interest income (expense), net 1,793 ( 92 ) 2,487 248

Other income, net 1,337 6,524 4,310 6,524

Net loss from continuing operations ( 91,806 ) ( 82,790 ) ( 186,580 ) ( 173,667 )

Net income from discontinued operations, net of tax — 1,965,202

Net (loss) income from discontinued operations, net of tax — ( 3,427 ) — 1,961,775

Net (loss) income $ ( 91,806 ) $ ( 86,217 ) $ ( 186,580 ) $ 1,788,108

Net loss from continuing operations per share - basic and diluted $ ( 1.68 ) $ ( 1.36 ) $ ( 3.41 ) $ ( 2.66 )

Net income from discontinued operations per share - basic and diluted $ — $ 28.26

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

Net (loss) income per share - basic and diluted $ ( 1.68 ) $ ( 1.41 ) $ ( 3.41 ) $ 27.39

Weighted-average number of common shares used in computing net loss per share from continuing operations, net income from discontinued operations and net (loss) income per share – basic and diluted 54,555,467 69,543,510

Weighted-average number of common shares used in computing net loss per share from continuing operations, net (loss) income from discontinued operations and net (loss) income per share – basic and diluted 54,799,680 61,066,977 54,678,249 65,281,827

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Comprehensive (Loss) Income

Three Months Ended March 31,

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

(In thousands)

2022 2021 2022 2021

Net (loss) income $ ( 91,806 ) $ ( 86,217 ) $ ( 186,580 ) $ 1,788,108

Other comprehensive (loss) income

Other comprehensive loss

Unrealized loss on available-for-sale securities ( 2,757 ) ( 141 ) ( 9,304 ) ( 249 )

7 unchanged sentences

(Loss) Income Accumulated

Deficit Treasury Total

Deficit Treasury Stock Total

Stockholders’

6 unchanged sentences

Balance at March 31, 2022 70,993,277 $ 71 $ 2,351,147 $ ( 7,745 ) $ ( 333,534 ) ( 16,216,411 ) $ ( 802,486 ) $ 1,207,453

Common stock issued under stock incentive plan and ESPP 38,515 — 15 — — — — 15

Stock-based compensation expense — — 11,165 — — — — 11,165

Other comprehensive loss — — — ( 2,757 ) — — — ( 2,757 )

Net loss — — — — ( 91,806 ) — — ( 91,806 )

Balance at June 30, 2022 71,031,792 $ 71 $ 2,362,327 $ ( 10,502 ) $ ( 425,340 ) ( 16,216,411 ) $ ( 802,486 ) $ 1,124,070

Common Stock Additional

2 unchanged sentences

(Loss) Income Accumulated

Deficit Total

Deficit Treasury Stock Total

Stockholders’

(in thousands, except share amounts) Shares Amount

(in thousands, except share amounts) Shares Amount Shares Amount

Balance at December 31, 2020 69,293,920 $ 69 $ 2,242,801 $ 105 $ ( 1,843,475 ) — $ — $ 399,500

5 unchanged sentences

Balance at March 31, 2021 69,812,205 $ 70 $ 2,265,713 $ ( 3 ) $ 30,850 — $ — $ 2,296,630

Common stock issued under stock incentive plan and ESPP 592,577 — 25,673 — — — — 25,673

Stock-based compensation expense — — 14,885 — — — — 14,885

Repurchase of common stock — — — — — ( 10,493,968 ) ( 529,047 ) ( 529,047 )

Other comprehensive loss — — — ( 141 ) — — — ( 141 )

Net loss — — — — ( 86,217 ) — — ( 86,217 )

Disposition of oncology business — — 33 — — — — 33

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

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended

Six Months Ended

(In thousands) 2022 2021

7 unchanged sentences

Net amortization of premium (accretion of discount) on marketable securities 1,382 3,422

Loss on disposal of property and equipment 10 12

Non-cash operating lease expense 4,919 4,760

6 unchanged sentences

Accrued expenses and other current liabilities ( 3,584 ) ( 2,547 )

Deferred revenue 2,500 —

Operating lease liabilities ( 5,551 ) ( 3,631 )

Other non-current liabilities 779 —

Net cash used in operating activities - continuing operations ( 171,964 ) ( 159,229 )

5 unchanged sentences

Purchases of property and equipment ( 4,730 ) ( 1,261 )

Net cash (used in) provided by investing activities - continuing operations ( 26,573 ) 71,141

Net cash provided by (used in) investing activities - continuing operations 56,240 ( 227,008 )

Net cash provided by investing activities - discontinued operations — 1,802,936

Net cash (used in) provided by investing activities ( 26,573 ) 1,874,077

Net cash provided by investing activities 56,240 1,575,928

Financing activities

Payments on financing lease obligations ( 164 ) ( 170 )

Purchase of treasury stock — ( 529,047 )

Net proceeds from stock option exercises and employee stock purchase plan 1,305 33,020

Net cash provided by financing activities - continuing operations 1,208 7,261

Net cash provided by (used in) financing activities - continuing operations 1,141 ( 496,197 )

Net cash provided by financing activities - discontinued operations — —

Net cash provided by financing activities 1,208 7,261

Net cash provided by (used in) financing activities 1,141 ( 496,197 )

Net change in cash and cash equivalents ( 114,583 ) 841,688

3 unchanged sentences

Additions to property and equipment in accounts payable and accrued expenses $ 11 $ 56

Financing lease liabilities arising from obtaining financing lease assets $ — $ 511

Cash taxes paid $ 1,842 $ 6,200

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and its consolidated subsidiaries, and “our Board of Directors” refers to the board of directors of Agios Pharmaceuticals, Inc.

We are a biopharmaceutical company committed to transforming patients’ lives through scientific leadership in the field of cellular metabolism and adjacent areas of biology, with the goal of creating differentiated, small molecule medicines for genetically defined diseases, or GDDs.

We take a systems biology approach to deeply understand disease states, drive the discovery and validation of novel therapeutic targets, and define patient selection strategies, thereby increasing the probability that our experimental medicines will have the desired therapeutic effect, while cultivating connections with patient communities, healthcare professionals, partners and colleagues to discover, develop and deliver potential therapies for GDDs.

We are a biopharmaceutical company committed to transforming patients’ lives through leadership in the field of cellular metabolism, with the goal of creating differentiated, small molecule medicines for genetically defined diseases, or GDDs.

With a history of focused study on cellular metabolism, we have a deep and mature understanding of this biology, which is involved in the healthy functioning of nearly every system in the body.

We accelerate the impact of our portfolio by cultivating connections with patient communities, healthcare professionals, partners and colleagues to discover, develop and deliver potential therapies for GDDs.

We are located in Cambridge, Massachusetts.

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The MAA has passed validation, and the regulatory review process is ongoing.

In addition, we are currently evaluating PYRUKYND® for the treatment of thalassemia and sickle cell disease, or SCD, in clinical trials.

We are also developing AG-946, a novel, next-generation PKR activator, for the potential treatment of hemolytic anemias and other indications.

In addition to the aforementioned development programs, we foster a productive research engine and are seeking to advance multiple novel, investigational therapies in clinical and preclinical development in our focus area of GDDs, based on our scientific leadership in the field of cellular metabolism and adjacent areas of biology.

We expect a regulatory decision by the end of 2022.

In addition, we are currently evaluating PYRUKYND® in clinical trials for the treatment of thalassemia, sickle cell disease, or SCD, and in pediatric patients with PK deficiency.

We are also developing AG-946, a novel, next-generation PK activator, for the potential treatment of hemolytic anemias and other indications.

In addition to the aforementioned development programs, we continue to prioritize investment in advancing our late lead-optimization research programs – a branched chain amino acid aminotransferase-2, or BCAT2, inhibitor, for the treatment of propionic and methylmalonic acidemia, or MMA, and a phenylalanine hydroxylate, or PAH, stabilizer, for the treatment of phenylketonuria, or PKU.

We believe this combination of assets represents an attractive portfolio of programs that aligns with our strategy and core expertise in non-malignant hematology and inborn errors of metabolism, and leaves room for continued growth of our pipeline.

We are subject to risks common to companies in our industry including, but not limited to, uncertainties relating to conducting clinical research and development, the manufacture and supply of products for clinical and commercial use, obtaining and maintaining regulatory approvals and pricing and reimbursement for our products, market acceptance, managing global growth and operating expenses, availability of additional capital, competition, obtaining and enforcing patents, stock price volatility, dependence on collaborative relationships and third-party service providers, dependence on key personnel, potential litigation, product liability claims and government investigations.

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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 $ 2.7 million on U.S.

We recorded income from royalties of approximately $ 2.7 million and $ 2.0 million on U.S.

net sales of TIBSOVO® by Servier in the royalty income from gain on sale of oncology business line item within the condensed consolidated statements of operations, for the three months ended June 30, 2022 and 2021, respectively, and $ 5.4 million and $ 2.0 million for the six months ended June 30, 2022 and 2021, respectively.

Basis of presentation

The condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations, comprehensive (loss) income and stockholders' equity for the three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 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 March 31, 2022, our results of operations and stockholders' equity for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021.

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

The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period.

The condensed consolidated balance sheet as of June 30, 2022, the condensed consolidated statements of operations, comprehensive (loss) income and stockholders' equity for the three and six months ended June 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the six months ended June 30, 2022 and 2021 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, 2022, our results of operations and stockholders' equity for the three and six months ended June 30, 2022 and 2021, and cash flows for the six months ended June 30, 2022 and 2021.

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, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other future annual or interim period.

The condensed consolidated balance sheet data as of December 31, 2021 was derived from our audited financial statements, but does not include all disclosures required by U.S.

generally accepted accounting principles, or U.S.

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, 2021 that was filed with the Securities and Exchange Commission, or the SEC, on February 24, 2022.

Our condensed consolidated financial statements include our accounts and the accounts of our wholly owned subsidiaries.

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

As of December 31, 2021 and March 31 2022, we repurchased approximately 9.1 million shares of common stock for $ 458.0 million, or $ 50.35 per share, under the Rule 10b5-1 repurchase plan.

As of March 31, 2022, we have not repurchased any shares under the Rule 10b-18 repurchase plan.

In total, as of December 31, 2021, we repurchased 16.2 million shares of common stock for $ 802.5 million, or $ 49.49 per share, under the Repurchase Program.

As of June 30, 2022 and December 31, 2021, we repurchased approximately 9.1 million shares of common stock for $ 458.0 million, or $ 50.35 per share, under the Rule 10b5-1 repurchase plan.

As of June 30, 2022, we have no t repurchased any shares under the Rule 10b-18 repurchase plan.

In total, as of June 30, 2022, we repurchased 16.2 million shares of common stock for

$ 802.5 million, or $ 49.49 per share, under the Repurchase Program.

We have paused our share repurchases for the foreseeable future.

As of March 31, 2022, we had cash, cash equivalents and marketable securities of $ 1.2 billion.

As of June 30, 2022, we had cash, cash equivalents and marketable securities of $ 1.1 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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We generate product revenue from sales of PYRUKYND® to a limited number of specialty distributors and specialty pharmacy providers, or collectively, the Customers.

The Customers subsequently resell PYRUKYND® to pharmacies or dispense directly to patients.

These Customers subsequently resell PYRUKYND® to pharmacies or dispense directly to patients.

In addition to distribution agreements with Customers, we enter into arrangements with healthcare providers and payors that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of PYRUKYND®.

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Cost of sales consists primarily of manufacturing costs of PYRUKYND® .

Based on our policy to expense costs associated with the manufacturing of our products prior to regulatory approval, certain of the manufacturing costs associated with product shipments of PYRUKYND® r ecorded during the three months ended March 31, 2022 were expensed prior to February 17, 2022 and, therefore, are not included in costs of sales during the three months ended March 31, 2022.

Based on our policy to expense costs associated with the manufacturing of our products prior to regulatory approval, certain of the manufacturing costs associated with product shipments of PYRUKYND® r ecorded during the three and six months ended June 30, 2022 were expensed prior to February 17, 2022 and, therefore, are not included in costs of sales during the three and six months ended June 30, 2022 .

There have been no other material changes to the significant accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021.

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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 and by level on a recurring basis as of March 31, 2022:

The following table summarizes our cash equivalents and marketable securities measured at fair value and by level on a recurring basis as of June 30, 2022:

(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 March 31, 2022.

There have been no changes to the valuation methods during the three months ended March 31, 2022, and we had no financial assets or liabilities that were classified as Level 3 at any point during the three months ended March 31, 2022.

After completing our validation procedures, we did not adjust or override any fair value measurements provided by the pricing services as of June 30, 2022.

There have been no changes to the valuation methods during the six months ended June 30, 2022, and we had no financial assets or liabilities that were classified as Level 3 at any point during the six months ended June 30, 2022.

Marketable Securities

4 unchanged sentences

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 months ended March 31, 2022 or 2021.

Marketable securities at March 31, 2022 consisted of the following:

There were no material realized gains or losses on marketable securities for the three and six months ended June 30, 2022 or 2021.

Marketable securities at June 30, 2022 consisted of the following:

(In thousands) Amortized

23 unchanged sentences

Total marketable securities $ 1,084,465 $ 4 $ ( 1,202 ) $ 1,083,267

As of March 31, 2022 and December 31, 2021, we held both current and non-current investments.

As of June 30, 2022 and December 31, 2021, 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 March 31, 2022 and December 31, 2021, we held 307 and 294 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 March 31, 2022 and December 31, 2021 related to these securities.

The aggregate fair value of debt securities in an unrealized loss position at March 31, 2022 and December 31, 2021 was $ 1,066.8 million and $ 950.5 million, respectively.

There were no individual securities that were in a significant unrealized loss position as of March 31, 2022 and December 31, 2021.

As of June 30, 2022 and December 31, 2021, we held 270 and 294 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, 2022 and December 31, 2021 related to these securities.

The aggregate fair value of debt securities in an unrealized loss position at June 30, 2022 and December 31, 2021 was $ 968.1 million and $ 950.5 million, respectively.

There were no individual securities that were in a significant unrealized loss position as of June 30, 2022 and December 31, 2021.

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 March 31, 2022 and December 31, 2021.

We do not consider these marketable securities to be impaired as of June 30, 2022 and December 31, 2021.

Inventory, which consists of commercial supply of PYRUKYND®, consisted of the following:

(In thousands) March 31,

(In thousands) June 30,

2022 December 31,

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In millions) 2022 2021 2022 2021

1 unchanged sentence

Cash paid for amounts included in the measurement of operating lease liabilities $ 4.4 $ 3.6 $ 8.2 $ 7.2

We have not entered into any material short-term leases or financing leases as of March 31, 2022.

In arriving at the operating lease liabilities as of March 31, 2022 and December 31, 2021, we applied the weighted-average incremental borrowing rate of 5.7 % for both periods over a weighted-average remaining lease term of 5.9 years and 6.2 years, respectively.

As of March 31, 2022, 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 June 30, 2022.

In arriving at the operating lease liabilities as of June 30, 2022 and December 31, 2021, we applied the weighted-average incremental borrowing rate of 5.7 % for both periods over a weighted-average remaining lease term of 5.7 years and 6.2 years, respectively.

As of June 30, 2022, 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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We are not required to maintain any cash collateral for the standby letter of credit.

In August 2021, we entered into a long-term sublease agreement for 13,000 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 $ 0.4 million for the three months ended March 31, 2022 in other income, net in the condensed consolidated statements of operations.

As of March 31, 2022, the future minimum lease payments to be received under the long-term sublease agreement were as follows:

In August 2021, we entered into a long-term sublease agreement for 13,000 square feet of the office space at 38 Sidney Street, Cambridge, Massachusetts, with the term of the lease running through December 2024.

In April 2022, we entered into a long-term sublease agreement for 27,000 square feet of the office space at 64 Sidney Street, Cambridge, Massachusetts, with the term of the lease running through April 2025.

We recorded operating sublease income of $ 1.3 million and $ 1.7 million for the three and six months ended June 30, 2022, respectively, in other income, net in the condensed consolidated statements of operations.

We received a security deposit from our sublessee of approximately $ 1.1 million which is recorded within other non-current assets on our condensed consolidated balance sheet.

As of June 30, 2022, the future minimum lease payments to be received under the long-term sublease agreements were as follows:

(In thousands)

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Accrued expenses consisted of the following:

(In thousands) March 31,

(In thousands) June 30,

2022 December 31,

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Product revenue, net, were as follows:

Three Months Ended March 31,

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

(In thousands) 2022 2021 2022 2021

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In addition, we receive sales order management, data and distribution services from certain Customers.

Chargebacks for fees and discounts represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list prices charged to Customers who directly purchase the product from us.

Chargebacks and discounts represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list prices charged to Customers who directly purchase the product from us.

Customers charge us for the difference between what they pay for the product and the ultimate selling price to the qualified healthcare providers.

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We currently estimate product return liabilities using the expected value method, based on available industry data, including our visibility into the inventory remaining in the distribution channel.

The following table summarizes balances and activity in each of the product revenue allowance and reserve categories for the three months ended March 31, 2022:

The following table summarizes balances and activity in each of the product revenue allowance and reserve categories for the six months ended June 30, 2022:

(In thousands) Contractual Adjustments Government Rebates Returns Total

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Payments/returns relating to sales in the prior years — — — —

Balance at March 31, 2022 $ 26 $ 56 $ 9 $ 91

Balance at June 30, 2022 $ 75 $ 250 $ 44 $ 369

Total revenue-related reserves above, included in our condensed consolidated balance sheets, are summarized as follows:

(In thousands) March 31, 2022 December 31, 2021

(In thousands) June 30, 2022 December 31, 2021

Reduction of accounts receivable $ 36 $ —

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Total revenue-related reserves $ 369 $ —

The following table presents changes in our contract assets during the three months ended March 31, 2022:

(In thousands) December 31, 2021 Additions Deductions March 31, 2022

The following table presents changes in our contract assets during the six months ended June 30, 2022:

(In thousands) December 31, 2021 Additions Deductions June 30, 2022

Contract assets (1)

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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 March 31, 2022, the total number of shares reserved under the 2007 Plan and the 2013 Plan was 13,027,919 , and we had 6,142,929 shares available for future issuance under the 2013 Plan.

As of June 30, 2022, the total number of shares reserved under the 2007 Plan and the 2013 Plan was 12,989,404 , and we had 6,000,638 shares available for future issuance under the 2013 Plan.

Stock options

The following table presents stock option activity for the three months ended March 31, 2022:

The following table presents stock option activity for the six months ended June 30, 2022:

Stock Options Weighted-Average

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Forfeited/Expired ( 463,999 ) 68.38

Outstanding at March 31, 2022 5,275,144 $ 55.02

Exercisable at March 31, 2022 3,494,909 $ 59.81

Vested and expected to vest at March 31, 2022 5,275,144 $ 55.02

At March 31, 2022, there was approximately $ 44.0 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 June 30, 2022 5,374,171 $ 52.00

Exercisable at June 30, 2022 3,473,922 $ 58.44

Vested and expected to vest at June 30, 2022 5,374,171 $ 52.00

At June 30, 2022, there was approximately $ 41.7 million of total unrecognized compensation expense related to unvested stock option awards, which we expect to recognize over a weighted-average period of approximately 2.5 years.

Restricted stock units

The following table presents RSU activity for the three months ended March 31, 2022:

The following table presents RSU activity for the six months ended June 30, 2022:

Stock Units Weighted-Average

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Forfeited ( 124,097 ) 41.48

Unvested shares at March 31, 2022 1,283,537 $ 41.70

As of March 31, 2022, there was approximately $ 43.4 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 June 30, 2022 1,240,486 $ 40.06

As of June 30, 2022, there was approximately $ 36.3 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 three months ended March 31, 2022:

The following table presents PSU activity for the six months ended June 30, 2022:

Stock Units Weighted-Average

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Forfeited ( 5,168 ) 61.93

Unvested shares at March 31, 2022 283,614 $ 45.78

Unvested shares at June 30, 2022 331,414 $ 43.43

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 March 31, 2022, there was no unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered probable of achievement, and $ 13.0 million of total unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered not probable of achievement.

As of June 30, 2022, there was no unrecognized compensation expense related to PSUs with performance-based vesting criteria that are considered probable of achievement, and $ 14.4 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 three months ended March 31, 2022:

The following table presents market-based stock unit, or MSU, activity for the six months ended June 30, 2022:

Stock Units Weighted-Average

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Unvested shares at December 31, 2021 42,695 $ 41.50

Unvested shares at March 31, 2022 42,695 $ 41.50

Unvested shares at June 30, 2022 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 March 31, 2022, there was no remaining unrecognized compensation expense related to MSUs.

As of June 30, 2022, 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 48,156 and 59,401 shares of common stock during the three months ended March 31, 2022 and 2021, respectively, under the 2013 ESPP.

We issued and sold 48,156 and 59,401 shares of common stock during the six months ended June 30, 2022 and 2021, respectively, under the 2013 ESPP.

The 2013 ESPP provides participating employees with the opportunity to purchase up to an aggregate of 1,854,545 shares of our common stock.

As of March 31, 2022, we had 1,346,491 shares of common stock available for future issuance under the 2013 ESPP.

As of June 30, 2022, we had 1,346,491 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

(In thousands) 2022 2021 2022 2021

3 unchanged sentences

Employee stock purchase plan 278 312 503 565

Other stock awards — —

Total stock-based compensation expense $ 11,165 $ 14,885 $ 26,675 $ 29,739

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

(In thousands) 2022 2021 2022 2021

5 unchanged sentences

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 March 31, 2022 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 June 30, 2022 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.

The control number used is loss from continuing operations.

The control number used is net loss from continuing operations.

The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

Since we had a net loss for continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations per share.

Since we had a net loss from continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations per share.

Basic and diluted net loss per share was the same for all periods presented.

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 Months Ended March 31,

Three and Six Months Ended June 30,

Stock options 5,374,171 5,251,842

3 unchanged sentences

Total common stock equivalents 6,675,246 6,466,277

We recorded no provision for income taxes for the three months ended March 31, 2022 and $ 12.9 million income tax provision for the three months ended March 31, 2021.

The tax provision for the three months ended March 31, 2021 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 months ended March 31, 2022 and 2021, respectively.

We recorded no provision for income taxes for the three months ended June 30, 2022 or three months ended June 30, 2021, and recorded no provision for income taxes for the six months ended June 30, 2022 and $ 12.9 million for the six months ended June 30, 2021.

The tax provision for the six months ended June 30, 2021 was recorded within discontinued operations as it related 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 six months ended June 30, 2022 and 2021, respectively.

Cash taxes paid were $ 1.8 million and $ 6.2 million for the six months ended June 30, 2022 and 2021, respectively.

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