0001558370-21-002006 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2020	Feb. 19, 2021	Jun. 30, 2020
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2020
Document Transition Report	false
Entity File Number	001-36033
Entity Registrant Name	THERAVANCE BIOPHARMA, INC.
Entity Incorporation, State or Country Code	KY
Entity Tax Identification Number	98-1226628
Entity Address, Address Line One	P.O. Box 309
Entity Address, Address Line Two	Ugland House, South Church Street
Entity Address, City or Town	George Town, Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-1104
City Area Code	650
Local Phone Number	808-6000
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Title of 12(b) Security	Ordinary Share $0.00001 Par Value
Trading Symbol	TBPH
Security Exchange Name	NASDAQ
Entity Public Float			$ 1,280
Entity Common Stock, Shares Outstanding		64,327,830
Entity Central Index Key	0001583107
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 81,467	$ 58,064
Short-term marketable securities	211,474	222,767
Receivables from collaborative arrangements	15,868	11,996
Receivables from licensing arrangements		10,000
Amounts due from TRC, LLC	53,799	28,574
Prepaid clinical and development services	20,374	2,736
Other prepaid and current assets	10,359	4,351
Total current assets	393,341	338,488
Property and equipment, net	16,422	12,644
Long-term marketable securities		4,985
Operating lease assets	43,260	46,604
Equity in net assets of TRC, LLC	12,750
Tax receivable		3,682
Restricted cash	833	833
Other assets	2,451	1,590
Total assets	469,057	408,826
Current liabilities:
Accounts payable	6,775	4,758
Accrued personnel-related expenses	35,238	28,180
Accrued clinical and development expenses	28,799	17,587
Accrued general and administrative expenses	6,048	4,394
Accrued interest payable	3,974	5,659
Current portion of non-recourse notes due 2035, net	19,334
Current portion of non-recourse notes due 2033, net		9,851
Operating lease liabilities	9,867	7,762
Deferred revenue	11,523	31,575
Other accrued liabilities	2,013	1,937
Total current liabilities	123,571	111,703
Convertible senior notes due 2023, net	226,963	225,890
Non-recourse notes due 2035, net	372,873
Non-recourse notes due 2033, net		219,300
Long-term operating lease liabilities	47,220	47,725
Long-term deferred revenue	348	6,761
Other long-term liabilities	1,833	21,287
Commitments and contingencies
Shareholders' Deficit
Preferred shares, $0.00001 par value: 230 shares authorized, no shares issued or outstanding
Ordinary shares, $0.00001 par value: 200,000 shares authorized; 64,328 and 57,015 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively	1	1
Additional paid-in capital	1,222,818	1,024,614
Accumulated other comprehensive income	47	145
Accumulated deficit	(1,526,617)	(1,248,600)
Total shareholders' deficit	(303,751)	(223,840)
Total liabilities and shareholders' deficit	$ 469,057	$ 408,826

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED BALANCE SHEETS
Preferred shares, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred shares, shares authorized	230	230
Preferred shares, shares issued	0	0
Preferred shares, outstanding shares	0	0
Ordinary shares, par value (in dollars per share)	$ 0.00001	$ 0.00001
Ordinary shares, authorized shares	200,000	200,000
Ordinary shares, shares issued	64,328	57,015
Ordinary shares, outstanding shares	64,328	57,015

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Revenue:
Total revenue	$ 71,857	$ 73,414	$ 60,370
Costs and expenses:
Cost of goods sold			715
Research and development (1)	260,953	219,248	201,348
Selling, general and administrative (1)	108,661	106,081	97,058
Total costs and expenses	369,614	325,329	299,121
Loss from operations	(297,757)	(251,915)	(238,751)
Income from investment in TRC, LLC	68,438	33,705	11,182
Interest expense	(44,585)	(31,862)	(10,482)
Loss on extinguishment of debt	(15,464)
Interest and other income, net	2,831	8,395	11,966
Loss before income taxes	(286,537)	(241,677)	(226,085)
Provision for income tax benefit	8,520	5,222	10,561
Net loss	$ (278,017)	$ (236,455)	$ (215,524)
Net loss per share:
Basic and diluted net loss per share (in dollars per share)	$ (4.46)	$ (4.25)	$ (3.99)
Shares used to compute basic and diluted net loss per share (in shares)	62,345	55,610	53,969
Total share-based compensation expense	$ 62,976	$ 60,450	$ 51,313
Research and development
Net loss per share:
Total share-based compensation expense	31,294	28,953	25,563
Selling, general and administrative
Net loss per share:
Total share-based compensation expense	31,682	31,497	25,750
Product sales
Revenue:
Total revenue			15,304
Collaborative revenue
Revenue:
Total revenue	26,464	31,250	41,791
Licensing revenue
Revenue:
Total revenue	1,500	28,500
Viatris collaboration agreement
Revenue:
Total revenue	$ 43,893	$ 13,664	$ 3,275

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (278,017)	$ (236,455)	$ (215,524)
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale investments, net of tax	(98)	311	567
Comprehensive loss	$ (278,115)	$ (236,144)	$ (214,957)

- 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

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands	Ordinary Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment [Member]	Accumulated Deficit	Cumulative Effect, Period of Adoption, Adjustment [Member]	Total
Balances at Dec. 31, 2017	$ 1	$ 913,650	$ (733)		$ (797,740)		$ 115,178
Balances (in shares) at Dec. 31, 2017	54,381
Increase (Decrease) in Stockholders' Equity
Proceeds from ESPP purchases		4,173					4,173
Proceeds from ESPP purchases (in shares)	204
Employee share-based compensation expense		51,313					51,313
Issuance of restricted shares (in shares)	1,168
Option exercises		1,393					1,393
Option exercises (in shares)	75
Repurchase of shares to satisfy tax withholding		(9,808)					(9,808)
Repurchase of shares to satisfy tax withholding (in shares)	(147)
Net unrealized gain (loss) on available-for-sale investments			567				567
Net loss					(215,524)		(215,524)
Balances at Dec. 31, 2018	$ 1	960,721	(166)		(1,012,145)		(51,589)
Balances (in shares) at Dec. 31, 2018	55,681
Increase (Decrease) in Stockholders' Equity
Cumulative effect upon the adoption of ASC 606				$ 1,119		$ 1,119
Proceeds from ESPP purchases		3,474					3,474
Proceeds from ESPP purchases (in shares)	203
Employee share-based compensation expense		60,450					60,450
Issuance of restricted shares (in shares)	1,105
Option exercises		3,142					3,142
Option exercises (in shares)	164
Repurchase of shares to satisfy tax withholding		(3,173)					(3,173)
Repurchase of shares to satisfy tax withholding (in shares)	(138)
Net unrealized gain (loss) on available-for-sale investments			311				311
Net loss					(236,455)		(236,455)
Balances at Dec. 31, 2019	$ 1	1,024,614	145		(1,248,600)		$ (223,840)
Balances (in shares) at Dec. 31, 2019	57,015						57,015
Increase (Decrease) in Stockholders' Equity
Cumulative effect upon the adoption of ASC 606							$ (1,248,600)
Net proceeds from sale of ordinary shares		139,915					139,915
Net proceeds from sale of ordinary shares (in shares)	5,500
Proceeds from ESPP purchases		3,701					3,701
Proceeds from ESPP purchases (in shares)	245
Employee share-based compensation expense		62,976					62,976
Issuance of restricted shares (in shares)	1,907
Option exercises		1,361					1,361
Option exercises (in shares)	68
Repurchase of shares to satisfy tax withholding		(9,749)					(9,749)
Repurchase of shares to satisfy tax withholding (in shares)	(407)
Net unrealized gain (loss) on available-for-sale investments			(98)				(98)
Net loss					(278,017)		(278,017)
Balances at Dec. 31, 2020	$ 1	$ 1,222,818	$ 47		$ (1,526,617)		$ (303,751)
Balances (in shares) at Dec. 31, 2020	64,328						64,328
Increase (Decrease) in Stockholders' Equity
Cumulative effect upon the adoption of ASC 606							$ (1,526,617)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating activities
Net loss	$ (278,017)	$ (236,455)	$ (215,524)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	6,798	6,441	4,481
Amortization and accretion income, net	(1,079)	(3,451)	(1,315)
Share-based compensation	62,976	60,450	51,313
Net gain from the sale of VIBATIV business			(6,056)
Amortization of right-of-use assets	3,344	3,224
Undistributed earnings from TRC, LLC	(37,975)	(23,152)	(5,152)
Interest shortfall on 2035 notes, net	17,643
Loss on extinguishment of debt	15,464
Other	(95)	146	(43)
Changes in operating assets and liabilities:
Accounts receivable		620	1,633
Receivables from collaborative and licensing arrangements	6,128	(11,943)	(2,944)
Prepaid clinical and development services	(17,638)	(561)	(2,175)
Other prepaid and current assets	(2,327)	(73)	(225)
Inventory			(1,629)
Tax receivable	(258)	(3,700)	8,191
Other assets	(852)	(358)	45
Accounts payable	3,658	(4,274)	3,575
Accrued personnel-related expenses, accrued clinical and development expenses, and other accrued liabilities	5,983	10,626	(12,357)
Accrued interest payable	(1,685)	2,573	1,841
Deferred rent			4,308
Deferred revenue	(26,465)	(31,245)	69,224
Operating lease liabilities	1,600	(2,317)
Other long-term liabilities	(7,606)	(4,748)	(10,058)
Net cash used in operating activities	(250,403)	(238,197)	(112,867)
Investing activities
Purchases of property and equipment	(6,616)	(3,176)	(7,240)
Purchases of marketable securities	(401,987)	(423,898)	(183,261)
Maturities of marketable securities	399,318	339,018	347,192
Proceeds from the sale of marketable securities	19,942
Proceeds from the sale of property and equipment	64	5	17
Proceeds from the sale of VIBATIV business, net		5,000	20,000
Net cash provided by (used in) investing activities	10,721	(83,051)	176,708
Financing activities
Proceeds from the sale of ordinary shares, net	139,915
Proceeds from issuance of 2035 notes, net	380,000
Payment of issuance costs on 2035 notes	(5,326)
Proceeds from issuance of 2033 notes, net			229,441
Payment of redemption premium on 2033 notes	(11,470)
Principal payment on 2033 notes	(235,347)	(2,152)
Proceeds from ESPP purchases	3,701	3,474	4,173
Proceeds from option exercises	1,361	3,142	1,393
Repurchase of shares to satisfy tax withholding	(9,749)	(3,173)	(9,807)
Net cash provided by financing activities	263,085	1,291	225,200
Net increase (decrease) in cash, cash equivalents, and restricted cash	23,403	(319,957)	289,041
Cash, cash equivalents, and restricted cash at beginning of period	58,897	378,854	89,813
Cash, cash equivalents, and restricted cash at end of period	82,300	58,897	378,854
Supplemental disclosure of cash flow information
Cash paid for interest	24,024	26,178	7,475
Cash paid (received) for income taxes, net	$ 14	22	$ (7,316)
Right-of-use assets obtained in exchange for lease obligations (1)		$ 49,847

Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies

1. Organization and Summary of Significant Accounting Policies

Theravance Biopharma, Inc. (“Theravance Biopharma” or the “Company”) is a diversified biopharmaceutical company primarily focused on the discovery, development and commercialization of organ-selective medicines. The Company’s purpose is to create transformational medicines to improve the lives of patients suffering from serious illnesses. The Company’s research is focused in the areas of inflammation and immunology.

Basis of Presentation

The Company’s consolidated financial statements as of December 31, 2020 and 2019, and for the year ended December 31, 2020, 2019, and 2018 have been prepared in conformity with United States (“US”) Generally Accepted Accounting Principles ("GAAP"), and the US Securities and Exchange (“SEC”) regulations for annual reporting.

Principles of Consolidation

The consolidated financial statements include the accounts of Theravance Biopharma and its wholly-owned subsidiaries, all of which are denominated in US dollars. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Segment Reporting

The Company operates in a single segment, which is the discovery (research), development and commercialization of human therapeutics. The Company’s business offerings have similar economics and other characteristics, including the nature of products and manufacturing processes, types of customers, distribution methods and regulatory environment. The Company is comprehensively managed as one business segment by the Company’s Chief Executive Officer and the management team. Product sales, if any, are attributed to regions based on ship-to location and revenue from collaborative arrangements, including royalty revenue, are attributed to regions based on the location of the collaboration partner. Revenue from profit sharing-type arrangements is attributed to the geographic market in which the products are sold. Capitalized property and equipment is predominantly located in the US.

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with a maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents are carried at fair value.

Restricted Cash

The Company maintains restricted cash for certain lease agreements and letters of credit by which the Company has pledged cash and cash equivalents as collateral. The Company may also maintain restricted cash for debt servicing of its non-recourse notes. See “Note 5. Cash, Cash Equivalents, and Restricted Cash” for more information.

Investments in Marketable Securities

The Company invests in marketable securities, primarily corporate notes, government bonds and government agency bonds. The Company classifies its marketable securities as available-for-sale securities and reports them at fair value in cash and cash equivalents or marketable securities on the consolidated balance sheets with related unrealized

gains and losses included as a component of shareholders’ deficit. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest and other income (loss) on the consolidated statements of operations. The cost of securities sold is based on the specific identification method. Realized gains and losses and interest and dividends on securities are included in interest and other income (loss).

The Company accounts for credit losses on available-for-sale debt securities in accordance with Accounting Standards Codification (“ASC”), Topic 326, Financial Instruments – Credit Losses (“ASC 326”). Under ASC 326, the Company regularly reviews its investments for declines in estimated fair value below amortized cost. The factors considered in determining whether a credit loss exists include the creditworthiness of the security issuers, the number of securities in unrealized loss positions, the severity and duration of the unrealized losses, whether the Company has the intent to sell the securities and whether it is more likely than not that the Company will be required to sell the securities before the recovery of the security’s amortized cost basis.

In circumstances where the Company intends to sell, or is more likely than not required to sell, the security before it recovers its amortized cost basis, the difference between fair value and amortized cost is recognized as a loss in the consolidated statements of operations, with a corresponding write-down of the security's amortized cost. In circumstances where neither condition exists, the Company then evaluates whether a decline is due to credit-related factors. To determine the portion of a decline in fair value that is credit-related, the Company compares the present value of the expected cash flows of the security discounted at the security's effective interest rate to the amortized cost basis of the security. A credit-related impairment is limited to the difference between fair value and amortized cost and recognized as an allowance for credit loss on the consolidated balance sheets with a corresponding adjustment to net income (loss). Any remaining decline in fair value that is non-credit related is recognized in other comprehensive loss, net of tax. Improvements in expected cash flows due to improvements in credit are recognized through reversal of the credit loss and corresponding reduction in the allowance for credit loss.

Fair Value of Financial Instruments

The Company defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company’s valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the Company’s market assumptions. The Company classifies these inputs into the following hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 — Unobservable inputs and little, if any, market activity for the assets.

Financial instruments include cash equivalents, marketable securities, accounts receivable, accounts payable, accrued liabilities and debt. The Company’s cash equivalents and marketable securities are carried at estimated fair value and remeasured on a recurring basis. The carrying value of accounts receivable, receivables from collaborative arrangements, accounts payable and accrued liabilities approximate their estimated fair value due to the relatively short-term nature of these instruments. The fair value of the Company's debt is classified as a level 2 financial instrument and is disclosed in “Note 7. Debt”.

Accounts Receivable

For the periods presented, the Company’s accounts receivable primarily relate to amounts due arising from its collaboration and licensing agreements. When appropriate, the Company provides for an allowance for specifically

identified doubtful accounts. The Company performs periodic credit evaluations of its customers and generally does not require collateral. For the periods presented, the Company did not have any material write-offs of accounts receivable

Concentration of Credit Risks

The Company invests in a variety of financial instruments and, based on its policy, limits the amount of credit exposure with any one issuer, industry or geographic area for investments other than instruments backed by the US federal government.

The Company’s receivables primarily relate to amounts due under its collaboration and licensing agreements. Accordingly, the Company may be exposed to credit risk generally associated with pharmaceutical companies or specific to its collaboration agreements. The Company performs periodic evaluations of its customers and generally does not require collateral. For the year ended December 31, 2020, 2019, and 2018, the Company did not experience any material losses related to its receivables.

Property and Equipment

Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation, and amortized using the straight-line method as follows:


Leasehold improvements		Shorter of remaining lease terms or useful life
Equipment, furniture and fixtures		5 - 7 years
Software and computer equipment		3 - 5 years

Leases

The Company determines whether a contract is or contains a lease at inception of the arrangement. In evaluating whether a contract is indicative of a lease, the Company considers all relevant facts and circumstances to assess whether the arrangement has extended to the Company the right to both (i) obtain substantially all the economic benefits from use of an identified asset and (ii) direct the use of the identified asset. To the extent that the Company determines a contract represents a lease, the arrangement is classified as either an operating lease or a finance lease, with the classification affecting the presentation and pattern of expense recognition in the consolidated statements of operations. The Company did not have any finance leases at either December 31, 2020 or 2019.

Operating lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the leasing arrangement. The Company records operating leases on the consolidated balance sheets through an operating lease asset and a corresponding short-term and long-term operating lease liability, as applicable. Lease liabilities are measured based on the present value of lease payments over the lease term discounted at the implicit interest rate, when readily available or using the Company’s incremental borrowing rate, if the implicit rate is not determinable. The incremental borrowing rate is considered the rate of interest that the Company would have to pay to borrow, on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. The Company measures its operating lease assets based on the corresponding operating lease liabilities adjusted for (i) prepayments made to the lessor at or before the commencement date, (ii) any initial direct costs incurred, and (iii) tenant incentives granted under the lease contract.

In calculating operating lease assets and liabilities, the Company may elect to combine lease and non-lease components based on the asset type. The Company’s lease terms may include options to extend the lease only when it is reasonably certain that such options will be exercised, and the Company recognizes lease expense on a straight-line basis over the lease term. Operating lease assets are evaluated for possible impairment in accordance with the Company’s long-lived assets policy.

The Company does not recognize operating lease assets or liabilities for leases that have a lease term of 12 months or less at commencement date, and the lease expense related to these short-term lease arrangements is recognized on a straight-line basis over the term of the lease.

Capitalized Software

The Company capitalizes certain costs related to direct material and service costs for software obtained for internal use. Upon being placed in service, these costs and other future capitalizable costs related to the internal use software system integration are depreciated over five years. There were no material capitalized software costs recorded for the year ended December 31, 2020 or 2019.

Impairment of Long-Lived Assets

The Company’s long-lived assets consists of property and equipment, operating lease assets and other assets. The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. An impairment loss is recognized when the total of estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. There were no impairments of long-lived assets recorded for the year ended December 31, 2020, 2019 or 2018.

Revenue Recognition

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, an entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

At contract inception, once the contract is determined to be within the scope of ASC 606, the Company identifies the performance obligations in the contract by assessing whether the goods or services promised within each contract are distinct. The Company then recognizes revenue for the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Collaborative Arrangements under ASC 606

The Company enters into collaborative arrangements with partners that fall under the scope of ASC Topic 808, Collaborative Arrangements (“ASC 808”). While these arrangements are in the scope of ASC 808, the Company may analogize to ASC 606 for some aspects of these arrangements. The Company analogizes to ASC 606 for certain activities within collaborative arrangements for the delivery of a good or service (i.e., a unit of account) that is part of its ongoing major or central operations. Revenue recognized by analogizing to ASC 606 is recorded as “collaboration revenue” or “licensing revenue” whereas, revenue recognized in accordance with ASC 808 is recorded on a separate collaboration revenue line on the consolidated statements of operations.

The terms of the Company’s collaborative arrangements typically include one or more of the following: (i) up-front fees; (ii) milestone payments related to the achievement of development, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; (iv) reimbursements or cost-sharing of research and development expenses; and (v) profit/loss sharing arising from co-promotion arrangements. Each of these payments results in collaboration revenues or an offset against research and development expense. Where a portion of non-refundable up-front fees or other payments received is allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as collaboration revenue when (or as) the underlying performance obligation is satisfied.

As part of the accounting for these arrangements, the Company must develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include such estimates as, forecasted revenues or costs, development timelines, discount rates and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if they can be satisfied at a point in time or over time, and it measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related program. The effect of any change made to an

estimated input component and, therefore revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration (e.g., milestone payments) must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price.

Up-front Fees: If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes collaboration revenues from the transaction price allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing collaboration revenue from the allocated transaction price. For example, when the Company receives up-front fees for the performance of research and development services, or when research and development services are not considered to be distinct from a license, the Company recognizes collaboration revenue for those units of account over time using a measure of progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue or expense recognition as a change in estimate.

Milestone Payments: At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s or the collaborative partner’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within its or the collaborative partner’s control, such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative collaboration revenues and earnings in the period of adjustment.

Royalties: For arrangements that include sales-based royalties, including commercial milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Following the sale of VIBATIV to Cumberland Pharmaceuticals Inc. (“Cumberland”) in November 2018, VIBATIV royalties earned from Cumberland are included within “interest and other income, net” on the consolidated statements of operations. In addition, the Company’s income earned related to TRELEGY sales is included within “income from investment in TRC, LLC” on the consolidated statements of operations.

Reimbursement, cost-sharing and profit-sharing payments: Under certain collaborative arrangements, the Company has been reimbursed for a portion of its research and development expenses or participates in the cost-sharing of such research and development expenses. Such reimbursements and cost-sharing arrangements have been reflected as a reduction of research and development expense in the Company’s consolidated statements of operations, as the Company does not consider performing research and development services for reimbursement to be a part of its ongoing major or central operations.

Product Sales

In November 2018, the Company completed the sale of its assets related to the manufacture, marketing and sale of the VIBATIV product to Cumberland. Up until that date, the Company sold VIBATIV in the US market by making the drug product available through a limited number of distributors, who sold VIBATIV to healthcare providers. Title and risk of loss transferred upon receipt by these distributors. The Company recognized VIBATIV product sales and related cost of product sales when the distributors obtained control of the drug product, which was at the time title transferred to the distributors.

The Company recorded sales on a net sales basis which included estimates of variable consideration. The variable consideration resulted from sales discounts, government-mandated rebates and chargebacks, distribution fees, estimated product returns and other deductions for sales made by the Company prior to the November 2018 sale to Cumberland. The Company reflected such reductions in revenue as either an allowance to the related account receivable from the distributor, or as an accrued liability, depending on the nature of the sales deduction. Sales deductions were based on management’s estimates that considered payor mix in target markets, industry benchmarks and historical experience. In general, these estimates took into consideration a range of possible outcomes which were probability-weighted in accordance with the expected value method in ASC 606. The Company monitored inventory levels in the distribution channel, as well as sales by distributors to healthcare providers, using product-specific data provided by the distributors. Product return allowances were based on amounts owed or to be claimed on related sales. These estimates took into consideration the terms of the Company’s agreements with customers, historical product returns, rebates or discounts taken, estimated levels of inventory in the distribution channel, the shelf life of the product and specific known market events, such as competitive pricing and new product introductions. The Company updated its estimates and assumptions each quarter and if actual future results varied from its estimates, the Company adjusted these estimates, which could have had an effect on product sales and earnings in the period of adjustment.

Research and Development Expenses

Research and development (“R&D”) expenses are recorded in the period that services are rendered or goods are received. R&D expenses consist of salaries and benefits, laboratory supplies and facility costs, as well as fees paid to third parties that conduct certain R&D activities on behalf of the Company, net of certain external R&D expenses reimbursed under the Company’s collaborative arrangements.

As part of the process of preparing its consolidated financial statements, the Company is required to estimate and accrue certain R&D expenses. This process involves the following:

•

identifying services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost;

•

estimating and accruing expenses in the Company’s consolidated financial statements as of each balance sheet date based on facts and circumstances known to it at the time; and

•

periodically confirming the accuracy of the Company’s estimates with selected service providers and making adjustments, if necessary.

Examples of estimated research and development expenses that the Company accrues include:

•

fees paid to clinical research organizations (“CROs”) in connection with preclinical and toxicology studies and clinical studies;

•

fees paid to investigative sites in connection with clinical studies;

•

fees paid to contract manufacturing organizations (“CMOs”) in connection with the production of product and clinical study materials; and

•

professional service fees for consulting and related services.

The Company bases its expense accruals related to clinical studies on its estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and CROs that conduct and manage clinical studies on the Company’s behalf. The financial terms of these agreements vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors, such as the successful enrollment of patients and the completion of clinical study milestones. The Company’s service providers typically invoice it

monthly in arrears for services performed. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the Company does not identify costs that it has begun to incur or if it underestimates or overestimates the level of services performed or the costs of these services, the Company’s actual expenses could differ from its estimates.

To date, the Company has not experienced significant changes in its estimates of accrued research and development expenses after a reporting period. However, due to the nature of estimates, there is no assurance that the Company will not make changes to its estimates in the future as it becomes aware of additional information about the status or conduct of its clinical studies and other research activities. Such changes in estimates will be recognized as research and development expenses in the period that the change in estimate occurs.

Advertising Expenses

The Company expenses the costs of advertising, including promotional expenses, as incurred. Advertising expenses were $6.3 million, $2.4 million and $1.9 million for the year ended December 31, 2020, 2019 and 2018, respectively.

Fair Value of Share-Based Compensation Awards

The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of options granted under its equity incentive plans and rights to acquire shares granted under its employee share purchase plan (“ESPP”). The Black-Scholes-Merton option valuation model requires the use of assumptions, including the expected term of the award and the expected share price volatility. The Company uses the “simplified” method as described in Staff Accounting Bulletin No. 107, Share-Based Payment, to estimate the expected option term.

Share-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for actual forfeitures as they occur. Compensation expense for purchases under the ESPP is recognized based on the fair value of the award on the date of offering.

Debt Instruments

Coupon interest on the Company’s debt instruments is accrued using the effective interest rate method over the estimated period the debt will be repaid. Debt issuance costs are capitalized as deferred financing costs and presented as a reduction of the carrying value of the financial liability on the Company’s consolidated balance sheets. Debt issuance costs subsequently are amortized to interest expense over the estimated life of the related debt based on the effective interest method. The Company considers whether there are any embedded features in its debt instruments that require bifurcation and separate accounting as derivative financial instruments pursuant to ASC Topic 815, Derivatives and Hedging. As of December 31, 2020 and 2019, the Company’s debt instruments did not include any features that require bifurcation and separate derivative accounting.

Theravance Respiratory Company, LLC (“TRC”)

Through the Company’s 85% equity interest in TRC, the Company is entitled to receive an 85% economic interest in any future payments made by Glaxo Group or one of its affiliates (“GSK”) under the strategic alliance agreement and under the portion of the collaboration agreement assigned to TRC (net of TRC expenses paid and the amount of cash, if any, expected to be used by TRC pursuant to the TRC LLC Agreement over the next four fiscal quarters). The primary drug program assigned to TRC is Trelegy.

The Company analyzed its ownership, contractual and other interests in TRC to determine if TRC is a variable-interest entity (“VIE”), whether the Company has a variable interest in TRC and the nature and extent of that interest. The Company determined that TRC is a VIE. The party with the controlling financial interest, the primary beneficiary, is required to consolidate the entity determined to be a VIE. Therefore, the Company also assessed whether the Company is the primary beneficiary of TRC based on the power to direct its activities that most significantly impact its economic performance and the Company’s obligation to absorb its losses or the right to receive benefits from it that could potentially be significant to TRC. Based on the Company’s assessment, it determined that it is not the primary beneficiary of TRC, and, as a result, the Company does not consolidate TRC in its consolidated financial statements.

TRC is recognized in the Company’s consolidated financial statements under the equity method of accounting. Income related to the Company’s equity ownership of TRC is reflected within its consolidated statements of operations and is classified as non-operating income.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using enacted tax rates and laws that are anticipated to be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company’s total unrecognized tax benefits of $63.4 million and $58.8 million, as of December 31, 2020 and December 31, 2019, respectively, may reduce the effective tax rate in the period of recognition. The Company currently has a full valuation allowance against its deferred tax assets, which would impact the timing of the effective tax rate benefit should any of the Company’s uncertain positions be favorably settled in the future.

The Company assesses all material positions, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than 50% likely to be realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether the factors underlying the sustainability assertion have changed and whether the amount of the recognized tax benefit is still appropriate.

The recognition and measurement of tax benefits requires significant judgment. The Company has taken certain positions where it believes that its position is greater than 50% likely to be realized upon ultimate settlement and for which no reserve for uncertain tax positions has been recorded. If the Company does not ultimately realize the expected benefit of these positions, it will record additional income tax expenses in future periods. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

Any tax levied or credited by a governmental taxing authority that is not based on the Company’s income is outside the scope of accounting for income taxes. Therefore, the Company records such items as a component of its loss before income taxes.

Net Loss per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding, less ordinary shares subject to forfeiture. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding, less ordinary shares subject to forfeiture, plus all additional ordinary shares that would have been outstanding, assuming dilutive potential ordinary shares had been issued for other dilutive securities.



	Year Ended December 31,
(In thousands, except per share data)	2020		2019		2018
Numerator:
Net loss	$	(278,017)	$	(236,455)	$	(215,524)
Denominator:
Weighted-average ordinary shares outstanding		62,808		56,452		55,076
Less: weighted-average ordinary shares subject to forfeiture		(463)		(842)		(1,107)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		62,345		55,610		53,969
Basic and diluted net loss per share	$	(4.46)	$	(4.25)	$	(3.99)

For the year ended December 31, 2020, 2019 and 2018, diluted and basic net loss per share were identical since potential ordinary shares were excluded from the calculation, as their effect was anti-dilutive.

Anti-dilutive Securities

The following ordinary equivalent shares were not included in the computation of diluted net loss per share because their effect was anti-dilutive:



	Year Ended December 31,
(In thousands)	2020	2019	2018
Share issuances under equity incentive plans and ESPP	6,553	6,577	3,492
Restricted shares	—	—	2
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676
Total	13,229	13,253	10,170

In addition, there were 414,000 and 978,750 shares subject to performance-based vesting criteria which have been excluded from the ordinary equivalent shares table above for the year ended December 31, 2019 and 2018, respectively. There were no such shares excluded as of December 31, 2020.

Comprehensive Loss

Comprehensive loss is comprised of net loss and changes in unrealized gains and losses on the Company’s available-for-sale investments.

Related Parties

GSK owned 15.0% of the Company’s ordinary shares outstanding as of December 31, 2020. On June 22, 2020, GSK Finance (No.3) plc (“GSK Finance”), a wholly-owned subsidiary of GSK, issued $280,336,000 of exchangeable senior notes due 2023 (the “GSK Notes”), initially exchangeable into 9,644,792 ordinary shares of Theravance Biopharma held by GSK and its affiliates. The GSK Notes are guaranteed by GSK and are exchangeable at the option of noteholders on any business day on or after September 1, 2020. The GSK Notes will mature on June 22, 2023 and do not bear interest. The GSK Notes were offered at an issue price 108.5% of their principal amount. The initial exchange rate is 34.4044 shares of Theravance Biopharma ordinary shares per $1,000 principal amount of GSK Notes, which is equivalent to an initial exchange price of approximately $29.066 per share, representing a premium of 35% over the volume weighted-average price of Theravance Biopharma’s ordinary shares on June 17, 2020.

Upon exchange of the GSK Notes, GSK Finance is expected to deliver its ordinary shares of Theravance Biopharma, but may at its option under certain circumstances, deliver cash or a combination of Theravance Biopharma ordinary shares and cash to noteholders. The GSK offering involves the expected exchange of substantially all of the 9,644,807 ordinary shares of Theravance Biopharma held by GSK and its affiliates. Theravance Biopharma will not be issuing any new ordinary shares in connection with the GSK offering, and Theravance Biopharma did not receive any proceeds from the GSK offering.

Robert V. Gunderson, Jr. is a member of the Company’s board of directors. The Company has engaged Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, of which Mr. Gunderson is a partner, as its primary legal counsel. Fees incurred for services provided by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP were $0.5 million, $0.4 million and $0.5 million for the year ended December 31, 2020, 2019 and 2018, respectively.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13"). This guidance requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect collectability. ASU 2016-13 also eliminates the concept of “other-than-temporary” impairment when evaluating available-for-sale debt securities and instead focuses on determining whether any impairment is a result of a credit loss or other factors. An entity will recognize an allowance for credit losses on

available-for-sale debt securities rather than an other-than-temporary impairment that reduces the cost basis of the investment. ASU 2016-13 became effective on January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures primarily due to the high credit quality and short-term maturities of the Company’s marketable securities.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, ASU 2018-15 requires a customer in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. ASU 2018-15 became effective on January 1, 2020, and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. However, the adoption of ASU 2018-15 may result in an increase in capitalized assets related to qualifying cloud computing arrangement implementation costs in the future.

In November 2018, the FASB issued ASU 2018-18, Collaboration Arrangements: Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”). The issuance of Topic 606 raised questions about the interaction between the guidance on collaborative arrangements and revenue recognition. ASU 2018-18 addresses this uncertainty by: (i) clarifying that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 when the collaboration arrangement participant is a customer; (ii) adding unit of account guidance to assess whether the collaboration arrangement or a part of the arrangement is with a customer; and (iii) precluding a company from presenting transactions with collaboration arrangement participants that are not directly related to sales to third parties together with revenue from contracts with customers. ASU 2018-18 became effective on January 1, 2020, and the Company elected to adopt ASU 2018-18 retrospectively, only for contracts that were not completed as of January 1, 2020. The adoption of ASU 2018-18 did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”) as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards. ASU 2019-12 removes certain exceptions from Topic 740, Income Taxes, including (i) the exception to the incremental approach for intra period tax allocation when there is a loss from continuing operations and income or a gain from other items such as discontinued operations or other comprehensive income; (ii) the exception to accounting for outside basis differences of equity method investments and foreign subsidiaries; and (iii) the exception to limit tax benefit recognized in interim periods in cases when the year-to-date losses exceed anticipated losses. ASU 2019-12 also simplifies GAAP in several other areas of Topic 740 such as (i) franchise taxes and other taxes partially based on income; (ii) step-up in tax basis goodwill considered part of a business combination in which the book goodwill was originally recognized or should be considered a separate transaction; (iii) separate financial statements of entities not subject to tax; and (iv) interim recognition of enactment of tax laws or rate changes. ASU 2019-12 is effective for annual reporting periods and interim periods within those years beginning after December 15, 2020. The adoption of ASU 2019-12 is not expected to have a material impact on the Company’s consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and other Options (Subtopic 470-20) and Derivatives and Hedging: Contracts in Entity’s Own Equity (Subtopic 815-10) (“ASU 2020-06”). ASU 2020-06 simplifies the complexity associated with applying US GAAP for certain financial instruments with characteristics of liabilities and equity by removing certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. The standard also enhances the consistency of earnings-per-share calculations by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings-per-share calculations. ASU 2020-06 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2021, and early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2020-06 on its consolidated financial statements and related disclosures.

The Company has evaluated other recently issued accounting pronouncements and does not currently believe that any of these pronouncements will have a material impact on its consolidated financial statements and related disclosures.

Revenue

12 Months Ended

Dec. 31, 2020

Revenue

Revenue

2. Revenue

Revenues from Collaborative Arrangements

The Company recognized revenues from its collaborative arrangements as follows:



	Year Ended December 31,
(In thousands)	2020		2019		2018
Janssen	$	26,426	$	31,096	$	31,053
Alfasigma		14		125		10,678
Other		24		29		60
Total collaboration revenue	$	26,464	$	31,250	$	41,791

Changes in Deferred Revenue Balances

Changes in deferred revenue balances arose as a result of the Company recognizing the following revenue from collaborative arrangements during the periods below:



	Year Ended December 31,
(In thousands)	2020		2019		2018
Collaboration revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	26,464	$	31,245	$	130
Performance obligations satisfied in previous period		—		—		—

Janssen Biotech

In February 2018, the Company entered into a global co-development and commercialization agreement with Janssen Biotech, Inc. (“Janssen”) for izencitinib (formerly known as TD-1473) and related back-up compounds for inflammatory intestinal diseases, including ulcerative colitis and Crohn’s disease (the “Janssen Agreement”). Under the terms of the Janssen Agreement, the Company received an upfront payment of $100.0 million. The Company is conducting a Phase 2 (DIONE) study of izencitinib in Crohn’s disease and a Phase 2b/3 (RHEA) induction and maintenance study of izencitinib in ulcerative colitis. Following the initial Phase 2 development period, including the completion of the Phase 2 Crohn’s study and the Phase 2b induction portion of the ulcerative colitis study, Janssen can elect to obtain an exclusive license to develop and commercialize izencitinib and certain related back-up compounds by paying the Company a fee of $200.0 million. Upon any such election, the Company and Janssen will jointly develop and commercialize izencitinib in inflammatory intestinal diseases and share profits in the US and expenses related to Phase 3 development and registration activities (67% to Janssen; 33% to Theravance Biopharma). The Company would receive royalties on ex-US sales at double-digit tiered percentage royalty rates, and the Company would be eligible to receive up to an additional $700.0 million in development and commercialization milestone payments from Janssen.

The Janssen Agreement is considered to be within the scope of Accounting Standards Codification, Topic 808, Collaborative Arrangements (“ASC 808”), as the parties are active participants and exposed to the risks and rewards of the collaborative activity. The Company evaluated the terms of the Janssen Agreement and determined it is partially within the scope of Accounting Standards Codification, Topic 606, Revenue from Contracts with Customers (“ASC 606”) as the research and development activities to be performed through the initial Phase 2 development period of the collaborative arrangement are considered to be part of the Company’s ordinary activities. The Company has identified research and development activities as its only performance obligation. The Company further determined that the transaction price under the arrangement was the $100.0 million upfront payment which was allocated to the single performance obligation.

The $900.0 million in future potential payments, inclusive of the $200.0 million opt-in fee and $700.0 million future development and commercialization milestones, is considered variable consideration if Janssen elects to remain in the collaboration arrangement following completion of the initial Phase 2 development period, as described above and,

as such, was not included in the transaction price, as the potential payments were all determined to be fully constrained under ASC 606. As part of the Company’s evaluation of this variable consideration constraint, it determined that the potential payments are contingent upon developmental and regulatory milestones that are uncertain and are highly susceptible to factors outside of its control. The Company expects that any consideration related to royalties and sales-based milestones will be recognized when the subsequent sales occur.

For the year ended December 31, 2020, 2019 and 2018, the Company recognized $26.4 million, $31.1 million, and $31.1 million as revenue from collaboration arrangements related to the Janssen Agreement. The remaining transaction price of $11.4 million, related to the $100.0 million upfront payment, was recorded in deferred revenue on the consolidated balance sheets and is expected to be recognized as collaboration revenue as the research and development services are delivered over the initial Phase 2 development period. Collaboration revenue is recognized for the research and development services based on a measure of the Company’s efforts toward satisfying the performance obligation relative to the total expected efforts or inputs to satisfy the performance obligation (e.g., costs incurred compared to total budget). Consequently, delays in trial activity and/or changes to the total budget will impact the timing and amount of revenue recognized in any given reporting period. For the year ended December 31, 2020, 2019 and 2018, the Company incurred $38.5 million, $39.9 million and $38.6 million, respectively, in research and development costs related to the Janssen Agreement. In future reporting periods, the Company will reevaluate the estimates related to its efforts towards satisfying the performance obligation and may record a change in estimate if deemed necessary.

Viatris

In January 2015, the Company and Viatris Inc. (formerly, Mylan Ireland Limited) (“Viatris”) established a strategic collaboration (the “Viatris Agreement”) for the development and commercialization of revefenacin, including YUPELRI^® (revefenacin) inhalation solution. The Company entered into the collaboration to expand the breadth of its revefenacin development program and extend its commercial reach beyond the hospital setting.

Under the Viatris Agreement, Viatris paid the Company an upfront fee of $15.0 million for the delivery of the revefenacin license in 2015 and, in 2016, Viatris paid the Company a milestone payment of $15.0 million for the achievement of 50% enrollment in the related Phase 3 twelve-month safety study.

As of December 31, 2020, excluding the aggregate $30.0 million payment noted above, the Company is eligible to receive from Viatris potential global (ex-China and adjacent territories) development, regulatory and sales milestone payments totaling up to $205.0 million in the aggregate, with $160.0 million associated with YUPELRI monotherapy, and $45.0 million associated with future potential combination products. Of the $160.0 million associated with monotherapy, $150.0 million relates to sales milestones based on achieving certain levels of net sales and $10.0 million relates to regulatory actions in the European Union (“EU”). The $45.0 million associated with future potential combination products relates solely to development and regulatory actions.

The Viatris Agreement is considered to be within the scope of ASC 808 and partially within the scope of ASC 606, as the parties are active participants and exposed to the risks and rewards of the collaborative activity with a unit of account provided to Viatris as a customer. Under the terms of the Viatris Agreement, Viatris was responsible for reimbursement of the Company’s costs related to the registrational program up until the approval of the first new drug application in November 2018, thereafter, R&D expenses are shared. Performing R&D services for reimbursement is considered to be a collaborative activity under the scope of ASC 808. Reimbursable program costs are recognized proportionately with the performance of the underlying services and accounted for as reductions to R&D expense. For this unit of account, the Company did not recognize revenue or analogize to ASC 606 and, as such, the reimbursable program costs are excluded from the transaction price.

The Company determined the license to develop and commercialize revefenacin to be a unit of account and a separate performance obligation for which Viatris is a customer. The joint steering committee participation was also determined to be a performance obligation for which the Company analogized to ASC 606 to recognize revenue. Using the concepts from ASC 606, the Company further determined that the transaction price under the arrangement was comprised of the following: (1) $15.0 million upfront license fee received in 2015; (2) $4.2 million premium received in 2015 related to an ordinary share purchase agreement with Viatris; and (3) $15.0 million milestone for 50% enrollment in the Phase 3 twelve-month safety study received in 2016. The total transaction price of $34.2 million was allocated to

the two performance obligations based on the Company’s best estimate of the relative stand-alone selling prices. For the delivery of the license, the Company based the stand-alone selling price on a discounted cash flow approach and considered several factors including, but not limited to: discount rate, development timeline, regulatory risks, estimated market demand and future revenue potential. For the committee participation, the Company based the stand-alone selling price on the average compensation of its committee members estimated to be incurred over the performance period. The Company expects to recognize collaboration revenue from the committee participation ratably over the performance period of approximately seventeen years.

The future potential milestone amounts for the Viatris Agreement were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606. As part of the Company’s evaluation of the development and regulatory milestones constraint, the Company determined that the achievement of such milestones is contingent upon success in future clinical trials and regulatory approvals which are not within its control and uncertain at this stage. The Company expects that the sales-based milestone payments and royalty arrangements will be recognized when the sales occur or the milestone is achieved. The Company will re-evaluate the transaction price each quarter and as uncertain events are resolved or other changes in circumstances occur.

As of December 31, 2020, $0.3 million was recorded in deferred revenue on the consolidated balance sheets related to the Viatris Agreement. This amount reflects revenue allocated to joint steering committee participation which will be recognized as collaboration revenue over the course of the remaining performance period of approximately eleven years.

The Company is also entitled to a share of US profits and losses (65% to Viatris; 35% to Theravance Biopharma) received in connection with commercialization of YUPELRI, and the Company is entitled to low double-digit tiered royalties on ex-US net sales. Viatris is the principal in the sales transactions, and as a result, the Company does not reflect the product sales in its consolidated financial statements.

Following the US Food and Drug Administration (“FDA”) approval of YUPELRI in November 2018, net amounts payable to or receivable from Viatris each quarter under the profit-sharing structure are disaggregated according to their individual components. In accordance with the applicable accounting guidance, amounts receivable from Viatris in connection with the commercialization of YUPELRI are recorded within the consolidated statements of operations as revenue from “Viatris collaboration agreement” irrespective of whether the overall collaboration is profitable. Amounts payable to Viatris in connection with the commercialization of YUPELRI are recorded within the consolidated statements of operations as a collaboration loss within selling, general and administrative expenses. Any reimbursement from Viatris attributed to the 65% cost-sharing of the Company’s R&D expenses is characterized as a reduction of R&D expense, as the Company does not consider performing research and development services for reimbursement to be a part of its ordinary activities.

The following YUPELRI-related amounts were recognized within revenue and selling, general and administrative expense in the Company’s consolidated statements of operations:



	Year Ended December 31,
(In thousands)	2020		2019		2018
Viatris collaboration agreement - Amounts receivable from Viatris	$	43,893	$	13,664	$	3,275
Collaboration loss - Amounts payable to Viatris	$	—	$	1,582	$	2,997

Prior to the FDA approval of YUPELRI in late 2018, the Company recognized its 35% share of expenses within R&D expense and selling, general and administrative expense on its consolidated statements of operations.

While Viatris records the total net sales of YUPELRI within its consolidated financial statements, Viatris collaboration agreement revenue includes the Company’s implied 35% share of net sales of YUPELRI for the year ended December 31, 2020, 2019, and 2018 of $50.0 million, $19.3 million, $3.7 million, respectively.

Alfasigma

Under an October 2012 development and collaboration agreement for velusetrag, the Company and Alfasigma S.p.A (“Alfasigma”) agreed to collaborate in the execution of a two-part Phase 2 program to test the efficacy, safety and tolerability of velusetrag in the treatment of patients with gastroparesis (a medical condition consisting of a paresis (partial paralysis) of the stomach, resulting in food remaining in the stomach for a longer time than normal) (the “Alfasigma Agreement”). As part of the Alfasigma Agreement, Alfasigma funded the majority of the costs associated with the Phase 2 gastroparesis program, which consisted of a Phase 2 study focused on gastric emptying and a Phase 2 study focused on symptoms. Alfasigma had an exclusive option to develop and commercialize velusetrag in the EU, Russia, China, Mexico and certain other countries, while the Company retained full rights to velusetrag in the US, Canada, Japan and certain other countries.

In April 2018, Alfasigma exercised its exclusive option to develop and commercialize velusetrag, and the Company elected not to pursue further development of velusetrag. As a result, the Company is transferring global rights for velusetrag to Alfasigma under the terms of the existing collaboration agreement. The Company received a $10.0 million option exercise fee and a $1.0 million non-refundable reimbursement from Alfasigma, and the Company is eligible to receive future potential development, regulatory and sales milestone payments of up to $26.8 million and tiered royalties on global net sales ranging from high single digits to the mid-teens.

The Alfasigma Agreement is considered to be within the scope of ASC 808, as the parties are active participants and exposed to the risks and rewards of the collaborative activity. The Company has historically received reimbursements related to R&D services performed under the Alfasigma Agreement. Performing R&D services for reimbursement is considered to be a collaborative activity under the scope of ASC 808. Reimbursable program costs are accounted for as reductions to R&D expense. For this unit of account, the Company does not recognize revenue or analogize to ASC 606 and, as such, the reimbursable program costs are excluded from the transaction price.

As a result of Alfasigma’s election to exercise its exclusive option to develop and commercialize velusetrag in April 2018, Alfasigma paid the Company a total of $11.0 million, comprised of the $10.0 million option exercise fee and the $1.0 million non-refundable reimbursement. The Company analogized to ASC 606 for the delivery of the following identified performance obligations: (i) delivery of the velusetrag license; (ii) transfer of technical know-how; (iii) delivery of clinical study reports (“CSRs”); (iv) delivery of registration batches, including drug substances; and (v) joint steering committee participation. The Company determined that all of the five performance obligations were distinct, and it allocated the transaction price based on the estimated stand-alone selling prices of each of the performance obligations. The stand-alone selling price of the license was based on a discounted cash flow approach and considered several factors including, but not limited to: discount rate, development timeline, regulatory risks, estimated market demand and future revenue potential.

The Company determined that any potential development or regulatory milestones were to be fully constrained as prescribed under ASC 606. As part of its evaluation of this variable consideration constraint, the Company determined that the potential payments are contingent upon developmental and regulatory milestones that are uncertain and are highly susceptible to factors outside of the Company’s control. In addition, the Company expects that any consideration related to sales-based milestones would be recognized when the subsequent sales occur.

For the year ended December 31, 2019, and 2018, the Company recognized $0.1 million and $10.7 million, respectively, as revenue from collaboration arrangements related to the Alfasigma Agreement. There was a minimal amount of collaboration revenue recognized related to the Alfasigma Agreement for the year ended December 31, 2020, and as of December 31, 2020, $0.2 million remains in deferred revenue on the consolidated balance sheets and is expected to be recognized as collaboration revenue over approximately the next six years.

Reimbursement of R&D Expenses

As noted above, under certain collaborative arrangements the Company is entitled to reimbursement of certain R&D expenses. Activities under collaborative arrangements for which the Company is entitled to reimbursement are considered to be collaborative activities under the scope of ASC 808. For these units of account, the Company does not

analogize to ASC 606 or recognize revenue. The Company records reimbursement payments received from its collaboration partners as reductions to R&D expense.

The following table summarizes the reductions to R&D expenses related to reimbursement payments:



	Year Ended December 31,
(In thousands)	2020		2019		2018
Janssen	$	8,554	$	5,129	$	1,597
Viatris		1,524		460		7,515
Total reduction to R&D expense, net	$	10,078	$	5,589	$	9,112

Revenue from Licensing Arrangements

Viatris

In June 2019, the Company announced the expansion of the Viatris Agreement (the “Viatris Amendment”) to grant Viatris exclusive development and commercialization rights to nebulized revefenacin in China and adjacent territories. In exchange, the Company received an upfront payment of $18.5 million (before a required tax withholding) and will be eligible to receive potential development and sales milestones totaling $54.0 million and low double-digit tiered royalties on net sales of nebulized revefenacin, if approved. Of the $54.0 million in potential milestones, $9.0 million is associated with the development of YUPELRI monotherapy, $7.5 million associated with the development of future potential combination products, and $37.5 million is associated with sales milestones. Viatris is responsible for all aspects of development and commercialization in the partnered regions, including pre- and post-launch activities and product registration and all associated costs.

The Viatris Amendment is accounted for under ASC 606 as a separate contract from the original Viatris Agreement that was entered into in January 2015. The Company identified a single performance obligation comprising of the delivery of the license to develop and commercialize revefenacin in China and adjacent territories. The transaction price was determined to be the upfront payment of $18.5 million which the Company recognized as licensing revenue following the completion of the performance obligation in June 2019.

The future potential milestone amounts for the Viatris Amendment were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606. As part of the Company’s evaluation of the development milestones constraint, the Company determined that the achievement of such milestones is contingent upon success in future clinical trials and regulatory approvals which are not within its control and uncertain at this stage. The Company expects that the sales-based milestone payments and royalty arrangements will be recognized when the sales occur or the milestone is achieved. The Company will re-evaluate the transaction price each quarter and as uncertain events are resolved or other changes in circumstances occur.

In March 2020, the Company earned a $1.5 million development milestone payment for the acceptance of a clinical trial application associated with the use of YUPELRI monotherapy in China and adjacent territories.

Pfizer

In December 2019, the Company entered into a global license agreement with Pfizer Inc. for its preclinical skin-selective, locally-acting pan-JAK inhibitor program (the “Pfizer Agreement”). The compounds in this program are designed to target validated pro-inflammatory pathways and are specifically designed to possess skin-selective activity with minimal systemic exposure.

Under the Pfizer Agreement, Pfizer has an exclusive license to develop, manufacture and commercialize certain compounds for all uses other than gastrointestinal, ophthalmic and respiratory applications. Under the terms of the Pfizer Agreement, the Company received an upfront cash payment of $10.0 million and is eligible to receive up to an additional $240.0 million in development and sales milestone payments from Pfizer. In addition, the Company will be eligible to receive a tiered royalty on worldwide net sales of any potential products under the license at percentage royalty rates ranging from middle single-digits to low double-digits.

The Pfizer Agreement is accounted for under ASC 606. The Company identified two performance obligations primarily comprised of the delivery of the license and samples of tangible materials which was completed in December 2019. The transaction price was determined to be the upfront payment of $10.0 million which the Company recognized as licensing revenue in December 2019.

The future potential milestones payable under the Pfizer Amendment were not included in the transaction price, as they were all determined to be fully constrained following the concepts of ASC 606. As part of the Company’s evaluation of the development milestones constraint, the Company determined that the achievement of such milestones is contingent upon success in future clinical trials and regulatory approvals which are not within its control and uncertain at this stage. The Company expects that the sales-based milestone payments will be recognized when the sales occur or the milestone is achieved. The Company will re-evaluate the transaction price each quarter and as uncertain events are resolved or other changes in circumstances occur.

- 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
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Sale of VIBATIV

12 Months Ended

Dec. 31, 2020

Sale of VIBATIV

Sale of VIBATIV

3. Sale of VIBATIV

On November 12, 2018, the Company completed the sale of its assets related to the manufacture, marketing and sale of VIBATIV to Cumberland pursuant to the Asset Purchase Agreement dated November 1, 2018 (the “APA”). Under the APA, Cumberland paid the Company $20.0 million at the closing of the transaction and $5.0 million in April 2019. In addition, Cumberland pays the Company tiered royalties of up to 20% of US net sales of VIBATIV until such time as royalties cumulatively total $100.0 million.

In connection with the closing of the transaction, Cumberland acquired, among other things, (i) intellectual property rights relating to VIBATIV; (ii) active pharmaceutical ingredient for VIBATIV, work-in-process and finished drug product; (iii) the US marketing authorization for VIBATIV; (iv) certain assigned contracts relating to the manufacture and commercialization of VIBATIV; and (v) books and records related to VIBATIV. Cumberland also assumed certain clinical study obligations related to VIBATIV and certain post-closing liabilities and obligations as described in the APA.

The Company retained financial responsibility for any liabilities relating to products sold prior to the closing of the transaction, and Cumberland assumed financial responsibility for any liabilities relating to products sold on or after the closing of the transaction. The Company agreed to provide transition services to Cumberland for limited periods of time following the closing of the transaction. The Company has also agreed for a limited period not to engage in specified activities that would compete with the manufacture, marketing and sale of VIBATIV.

The Company recognized a net gain of $6.1 million upon the sale of VIBATIV within “Interest and other income, net” in the consolidated statements of operations for the year ended December 31, 2018. Transition-related costs of $1.1 million were recognized concurrently and included as a reduction to the net gain on the sale. The Company records the royalties receivable from US net sales by Cumberland within the same “Interest and other income, net”.

Segment Information

12 Months Ended

Dec. 31, 2020

Segment Information

Segment Information

4. Segment Information

The Company operates in a single segment, which is the discovery (research), development and commercialization of human therapeutics. The following table summarizes total revenue by geographic region:


	Year Ended December 31,
(In thousands)	2020		2019		2018
US	$	70,319	$	54,760	$	49,239
Europe		1,538		18,654		11,117
Asia		—		—		14
Total revenue	$	71,857	$	73,414	$	60,370

The following table summarizes total revenue from each of the Company’s customers or collaboration partners who individually accounted for 10% or more of total revenue (as a percentage of total revenues) during the most recent three years:


	Year Ended December 31,
(% of total revenue)	2020		2019		2018
Viatris	63	%	44	%	—
Janssen	37	%	42	%	51	%
Pfizer	—		14	%	—
Alfasigma	—		—		18	%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Cash, Cash Equivalents, and Restricted Cash

12 Months Ended

Dec. 31, 2020

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

5. Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the current period and comparable prior year period consolidated balance sheets that sum to the total of the same such amounts shown on the consolidated statements of cash flows.


	December 31,
(In thousands)	2020		2019		2018
Cash and cash equivalents	$	81,467	$	58,064	$	378,021
Restricted cash		833		833		833
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows	$	82,300	$	58,897	$	378,854

The Company maintains restricted cash for certain lease agreements and letters of credit by which the Company has pledged cash and cash equivalents as collateral. As of December 31, 2020, the Company also maintained restricted cash for debt servicing of its 9.5% non-recourse 2035 notes. See “Note 7. Debt” for further information regarding the 9.5% non-recourse 2035 notes. The cash-related amounts reported in the table above exclude the Company’s investments in short and long-term marketable securities that are reported separately on the consolidated balance sheets.

Investments and Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Investments and Fair Value Measurements

Investments and Fair Value Measurements

6. Investments and Fair Value Measurements

Available-for-Sale Securities

The estimated fair value of marketable securities is based on quoted market prices for these or similar investments obtained from a commercial pricing service. The fair market value of marketable securities classified within Level 1 is based on quoted prices for identical instruments in active markets. The fair value of marketable securities classified within Level 2 is based on quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-driven valuations whose inputs are observable or whose significant value drivers are observable. Observable inputs may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research publications.

Available-for-sale securities are summarized below:


		December 31, 2020
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	75,036	$	34	$	—	$	75,070
US government agency securities	Level 2		74,971		18		—		74,989
Corporate notes	Level 2		5,046		—		(1)		5,045
Commercial paper	Level 2		56,374		1		(5)		56,370
Marketable securities			211,427		53		(6)		211,474
Money market funds	Level 1		—		—		—		—
Total		$	211,427	$	53	$	(6)	$	211,474


		December 31, 2019
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	100,746	$	108	$	—	$	100,854
Corporate notes	Level 2		25,466		9		(1)		25,474
Commercial paper	Level 2		112,066		31		(2)		112,095
Marketable securities			238,278		148		(3)		238,423
Money market funds	Level 1		35,736		—		—		35,736
Total		$	274,014	$	148	$	(3)	$	274,159

As of December 31, 2020, all of the Company’s available-for-sale securities had contractual maturities within 8 months and the weighted-average maturity of marketable securities was approximately 3 months. There were no transfers between Level 1 and Level 2 during the periods presented, and there have been no material changes to the Company’s valuation techniques during the year ended December 31, 2020 or 2019.

Available-for-sale debt securities with unrealized losses are summarized below:


	December 31, 2020
	Less than 12 Months				Greater than 12 Months				Total
			Gross				Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
(In thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate notes	$	5,045	$	(1)	$	—	$	—	$	5,045	$	(1)
Commercial paper		39,375		(5)		—		—		39,375		(5)
Total	$	44,420	$	(6)	$	—	$	—	$	44,420	$	(6)


	December 31, 2019
	Less than 12 Months				Greater than 12 Months				Total
			Gross				Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
(In thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate notes	$	5,507	$	(1)	$	—	$	—	$	5,507	$	(1)
Commercial paper		28,137		(2)		—		—		28,137		(2)
Total	$	33,644	$	(3)	$	—	$	—	$	33,644	$	(3)

The Company invests primarily in high credit quality and short-term maturity debt securities with the intent to hold such securities until maturity at par value. The Company does not intend to sell the investments that are currently in an unrealized loss position, and it is unlikely that it will be required to sell the investments before recovery of their amortized cost basis, which may be maturity. The Company reviewed its available-for-sale debt securities and determined that there were no credit-related losses to be recognized as of December 31, 2020.

As of December 31, 2020, the Company’s accumulated other comprehensive income on its consolidated balance sheets consisted of net unrealized gains or losses on available-for-sale investments. For the year ended December 31, 2020, the Company sold marketable securities for total proceeds of $19.9 million and recognized minimal net realized gains from the sales based on the specific identification method. For the year ended December 31, 2019 and 2018, the Company did not sell any of its marketable securities.

Debt

12 Months Ended

Dec. 31, 2020

Debt

Debt

7. Debt

Debt consisted of the following liability components:


	December 31,
(In thousands)	2020		2019
9.5% Non-Recourse 2035 Notes:
Principal amount	$	418,572	$	—
Less: 5% retained by the Company		(20,929)		—
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(3,847)		—
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,589)		—
3.25% Convertible 2023 Notes:
Principal amount		230,000		230,000
Unamortized debt issuance costs		(3,037)		(4,110)
9.0% Non-Recourse 2033 Notes:
Principal amount		—		247,734
Less: 5% retained by the Company		—		(12,387)
Unamortized debt issuance costs		—		(6,196)
Total debt	$	619,170	$	455,041

Debt interest expense consists of the following components:


	Year Ended December 31,
(In thousands)	2020		2019		2018
Stated coupon interest	$	42,625	$	28,811	$	9,316
Amortization of debt issuance costs		1,960		3,051		1,166
Total debt interest expense	$	44,585	$	31,862	$	10,482

9.5% Non-Recourse Notes Due 2035

On February 21, 2020, Theravance Biopharma R&D, Inc. (“Theravance R&D”), a wholly-owned subsidiary of the Company, and Triple Royalty Sub II LLC (the “Issuer II” or “Triple II”), a wholly-owned subsidiary of Theravance Biopharma R&D, entered into certain note purchase agreements (“Note Purchase Agreements”) with certain note purchasers (“Note Purchasers”), relating to the private placement by Issuer II of $400.0 million 9.5% Fixed Rate Term Notes due on or before 2035 (the “Non-Recourse 2035 Notes”). Ninety-five percent of the Non-Recourse 2035 Notes were sold to the Note Purchasers pursuant to the Note Purchase Agreements. The remaining 5% of the Non-Recourse 2035 Notes (the “Retained Notes”) were retained by the Company to comply with Regulation RR — Credit Risk Retention (17 C.F.R. Part 246). The Retained Notes are eliminated in the Company’s consolidated financial statements. The transaction closed on February 28, 2020.

The Non-Recourse 2035 Notes are secured by all of Issuer II’s right, title and interest as a holder of certain membership interests (the “Issuer II Class C Units”) in Theravance Respiratory Company, LLC (“TRC”). TRC holds the right to receive upward-tiering royalties ranging from 6.5% to 10% on worldwide net sales of TRELEGY, and the Company holds an 85% economic interest in TRC. The Issuer II Class C Units represent 75% of the Company's 85% economic interest, which equates to 63.75% of the economic interests in TRC.

The source of principal and interest payments for the Non-Recourse 2035 Notes are the future royalty payments generated from the TRELEGY program, and as a result, the holders of the Non-Recourse 2035 Notes have no recourse against the Company even if the TRELEGY payments are insufficient to cover the principal and interest payments for

the Non-Recourse 2035 Notes. Prior to and including the December 5, 2024 payment date, in the event that the distributions received by the Issuer II from TRC in a quarter is less than the interest accrued for that quarter, the principal amount of the Non-Recourse 2035 Notes will increase by the interest shortfall amount for that quarter. The net principal amount of the Non-Recourse 2035 Notes increased by $17.6 million which represented the shortfall between the distributions received from TRC and the total interest payments due during the year ended December 31, 2020. While the holders of the Non-Recourse 2035 Notes have no recourse against the Company, the terms of the Non-Recourse 2035 Notes also provide that the Company, at its option, may satisfy the quarterly interest payment obligations by making a capital contribution to the Issuer II.

The Non-Recourse 2035 Notes are not convertible into Company equity and have no security interest in nor rights under any agreement with Glaxo Group Limited or one of its affiliates (“GSK”). See “Note 9. Theravance Respiratory Company, LLC” for further information regarding GSK. The Non-Recourse 2035 Notes may be redeemed by Issuer II on and after February 28, 2022, in whole or in part, at specified redemption premiums. The Non-Recourse 2035 Notes bear an annual interest rate of 9.5%, with interest and principal paid quarterly beginning June 5, 2020. Since the principal and interest payments on the Non-Recourse 2035 Notes are ultimately based on royalties from TRELEGY product sales, which will vary from quarter to quarter, the Non-Recourse 2035 Notes may be repaid prior to the final maturity date in 2035. Following the redemption or repayment of the Non-Recourse 2035 Notes, all TRELEGY-related pledged cash flows will revert back to the Company.

The portion of the Non-Recourse 2035 Notes classified as a current liability, if any, is based on the amount of royalties received, or receivable, as of December 31, 2020, that are expected to be used to make a principal repayment on the Non-Recourse 2035 Notes within the next 12 months.

As of December 31, 2020, the net principal and estimated fair value of the Non-Recourse 2035 Notes were $397.6 million and $399.6 million, respectively. The inputs to determine fair value of the Non-Recourse 2035 Notes are categorized as Level 2 inputs. Level 2 inputs include quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

9.0% Non-Recourse Notes Due 2033

In November 2018, the Company entered into note purchase agreements relating to the private placement of $250.0 million aggregate principal amount of 9.0% non-recourse notes, due on or before 2033 (the “Non-Recourse 2033 Notes”) issued by the Company’s wholly-owned subsidiary, Triple Royalty Sub LLC (the “Issuer”). On February 28, 2020, the Company refinanced the Non-Recourse 2033 Notes by issuing the Non-Recourse 2035 Notes and a portion of those proceeds were used to repay, in full, the remaining outstanding balance of the Company’s Non-Recourse 2033 Notes. Pursuant to the terms of the Non-Recourse 2033 Notes, the Company paid a debt redemption premium of 5% of the outstanding principal as of the refinancing date.

The refinancing of the Non-Recourse 2033 Notes involved multiple lenders who were considered members of a loan syndicate. To determine whether the refinancing was to be accounted for as a debt extinguishment or modification, the Company considered whether the lenders involved in the Non-Recourse 2033 Notes and the Non-Recourse 2035 Notes remained the same or changed and whether the change in debt terms was substantial. The debt terms are considered substantially different if the present value of the cash inflows and outflows of the Non-Recourse 2035 Notes, including all principal increases and lender fees on the refinancing date, was at least 10% different from the present value of the remaining cash inflows and outflows of the Non-Recourse 2033 Notes (the “10% Test”). The Company performed the 10% Test for each individual lender participating in the loan syndication by assuming the exercise and non-exercise of the prepayment option. The cash flow assumption generating the smaller change was used as the basis for determining whether the 10% threshold was met. For existing lenders who participated in the Non-Recourse 2035 Notes as part of the new loan syndicate, the refinancing was accounted for as an extinguishment or a modification depending upon whether the change in the cash flows was more or less than 10%, respectively. Amounts due to lenders of the Non-Recourse 2033 Note offering who did not participate in the Non-Recourse 2035 Notes were accounted for as a debt extinguishment.

For debt determined to be extinguished, the total unamortized deferred financing costs and the associated redemption premium of $15.5 million were expensed as “Loss on extinguishment of debt” within the consolidated statements of operations for the year ended December 31, 2020. In addition, $0.3 million of new third-party costs were expensed, and $4.4 million of new creditor fees were capitalized as debt discount. For debt determined to be modified, $0.5 million of new creditor fees were expensed, and the related unamortized deferred financing costs of $1.8 million, as of February 28, 2020, will continue to be amortized through the remaining term of the Non-Recourse 2035 Notes.

3.25% Convertible Senior Notes Due 2023

In November 2016, the Company completed an underwritten public offering of $230.0 million of 3.25% convertible senior notes, due 2023 (the "Convertible Senior 2023 Notes") for net proceeds of $222.5 million. The Company incurred $7.5 million in debt issuance costs, which are being amortized to interest expense over the estimated life of the Convertible Senior 2023 Notes. The Convertible Senior 2023 Notes bear an annual interest rate of 3.25%, payable semi-annually in arrears, on November 1 and May 1 of each year.

The Convertible Senior 2023 Notes are senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Senior 2023 Notes; equal in right of payment to any of the Company’s indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.

The Convertible Senior 2023 Notes will mature on November 1, 2023, unless earlier redeemed or repurchased by the Company or converted. Holders may convert their Convertible Senior 2023 Notes into ordinary shares at an initial conversion rate of 29.0276 shares for each $1,000 principal amount of Convertible Senior 2023 Notes, which is equivalent to an initial conversion price of approximately $34.45 per share, subject to adjustment, in certain circumstances (including upon the occurrence of a fundamental change), at any time prior to the close of business on the second business day immediately preceding the maturity date. Upon the occurrence of a fundamental change involving the Company, holders of the Convertible Senior 2023 Notes may require the Company to repurchase all or a portion of their Convertible Senior 2023 Notes for cash at a redemption price equal to 100% of the principal amount of the Convertible Senior 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, in some circumstances, the conversion rate of the Convertible Senior 2023 Notes will increase with a make whole premium for conversions in connection with certain fundamental changes.

The debt issuance costs related to the Convertible Senior 2023 Notes offering were capitalized as deferred financing costs and presented as a reduction of the carrying value of the financial liability on the Company’s consolidated balance sheets at December 31, 2020 and 2019.

The estimated fair value of the Convertible Senior 2023 Notes was $217.9 million and $236.0 million at December 31, 2020 and 2019, respectively. The estimated fair value was primarily based upon the underlying price of Theravance Biopharma’s publicly traded shares and other observable inputs as of December 31, 2020 and 2019. The inputs to determine fair value of the Convertible Senior 2023 Notes are categorized as Level 2 inputs. Level 2 inputs include quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Leases

12 Months Ended

Dec. 31, 2020

Leases

Leases

8. Leases

The Company leases approximately 170,000 square feet of office and laboratory space in two buildings in South San Francisco, California, under a non-cancelable operating lease that ends in May 2030 (“SSF Lease”). This lease includes a tenant improvement allowance that expires in May 2022 and had a remaining balance of $12.1 million and $15.6 million, as of December 31, 2020 and 2019, respectively. The Company’s Irish subsidiary leases approximately 6,100 square feet of office space in Dublin, Ireland under a lease that expires in April 2027 (“Dublin

Lease”). In addition, the Company leases equipment for clinical research studies with an estimated lease term ending in August 2022.

The SSF Lease contains two options to extend the term of the lease for successive periods of five years each, and the Dublin Lease contains a lease termination option in April 2024 at the Company’s discretion. The equipment lease has undergone extensions to the initial lease term due to delays in patient enrollment in the clinical trial, which the Company has characterized as lease modifications. The equipment lease contains options to terminate the agreements at the Company’s discretion. The two options to extend the SSF Lease and the options to terminate the Dublin Lease and equipment lease were not recognized in the determination of the Company’s right-of-use assets and lease liabilities below.

The Company has evaluated its leases and determined that they were all operating leases. The present values of the remaining lease payments and corresponding right-of-use assets were as follows, and the difference between the right-of-use assets and lease liabilities was due to office-related deferred rent payments that are payable in future periods.


(In thousands)	Classification	December 31, 2020		December 31, 2019
Assets
Operating lease assets	Operating lease assets	$	43,260	$	46,604

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	9,867	$	7,762
Non-current:
Operating lease liabilities	Long-term operating lease liabilities		47,220		47,725
Total operating lease liabilities		$	57,087	$	55,487

Lease expense was included within operating expenses in the consolidated statements of operations as follows:


		Year Ended		Year Ended		Year Ended
(In thousands)	Classification	December 31, 2020		December 31, 2019		December 31, 2018
Operating lease expense	Selling, general and administrative expense	$	7,974	$	7,959	$	7,985
Operating lease expense	Research and development expense		758		164		—
Total operating lease expense ⁽¹⁾		$	8,732	$	8,123	$	7,985

(1)	Excludes short-term leases which were immaterial and office lease service-related charges.

Cash paid for amounts included in the measurement of lease liabilities was as follows:


	Year Ended		Year Ended
(In thousands)	December 31, 2020		December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3,804	$	7,210

As of December 31, 2020, the maturities of the Company’s lease liabilities were as follows:


(In thousands)
Year ending December 31:
2021	$	10,330
2022		10,345
2023		10,134
2024		10,351
2025		10,649
Thereafter		49,309
Total operating lease payments	$	101,118
Less: Estimated tenant improvement allowance		(12,053)
Less: Imputed interest		(31,978)
Present value of operating lease liabilities	$	57,087

As of December 31, 2020, the weighted-average remaining lease term was 9.1 years, and the weighted-average discount rate used to determine the lease liabilities was 8.64%. The Company’s discount rate was primarily derived from the 9.0% interest rate on its previously issued Non-Recourse 2033 Notes in November 2018 and did not involve any significant assumptions.

Theravance Respiratory Company, LLC

12 Months Ended

Dec. 31, 2020

Theravance Respiratory Company, LLC

Theravance Respiratory Company, LLC

9. Theravance Respiratory Company, LLC

Through the Company’s 85% equity interest in TRC, the Company is entitled to receive an 85% economic interest in any future payments made by GSK under the strategic alliance agreement and under the portion of the collaboration agreement assigned to TRC (net of TRC expenses paid and the amount of cash, if any, expected to be used by TRC pursuant to the TRC LLC Agreement over the next four fiscal quarters). The primary drug program assigned to TRC is Trelegy.

In May 2014, the Company entered into the TRC LLC Agreement with Innoviva, Inc. (“Innoviva”) that governs the operation of TRC. Under the TRC LLC Agreement, Innoviva is the manager of TRC, and the business and affairs of TRC are managed exclusively by the manager, including (i) day to day management of the drug programs in accordance with the existing GSK agreements; (ii) preparing an annual operating plan for TRC; and (iii) taking all actions necessary to ensure that the formation, structure and operation of TRC complies with applicable law and partner agreements. The Company is responsible for its proportionate share of TRC’s administrative expenses incurred, and communicated to the Company, by Innoviva.

The Company analyzed its ownership, contractual and other interests in TRC to determine if it is a variable-interest entity (“VIE”), whether the Company has a variable interest in TRC and the nature and extent of that interest. The Company determined that TRC is a VIE. The party with the controlling financial interest, the primary beneficiary, is required to consolidate the entity determined to be a VIE. Therefore, the Company also assessed whether it is the primary beneficiary of TRC based on the power to direct TRC’s activities that most significantly impact TRC’s economic performance and its obligation to absorb TRC’s losses or the right to receive benefits from TRC that could potentially be significant to TRC. Based on the Company’s assessment, the Company determined that it is not the primary beneficiary of TRC, and, as a result, the Company does not consolidate TRC in its consolidated financial statements. TRC is recognized in the Company’s consolidated financial statements under the equity method of accounting.

For the year ended December 31, 2020, 2019, and 2018, the Company recognized net royalty income of $68.4 million, $33.7 million, and $11.2 million, respectively, within the consolidated statements of operations within “Income from investment in TRC, LLC”. These amounts were recorded net of the Company’s share of TRC’s expenses of $2.2 million, $2.7 million for the year ended December 31, 2020 and 2019, respectively. There were minimal TRC expenses for the year ended December 31, 2018. The Company’s share of TRC expenses for 2020 and 2019 was primarily comprised of TRC legal and related fees associated with the arbitration between Innoviva, TRC and the Company.

As of December 31, 2020, the amounts due from TRC were $53.8 million which were primarily comprised of (i) net royalty income payments for the period from the first quarter of 2020 through the fourth quarter of 2020 and (ii) $8.5 million representing the Company’s share of the one-time fee that GSK paid to TRC upon termination of the inhaled Bifunctional Muscarinic Antagonist-Beta2 Agonist (“MABA”) program in June 2020. The total amounts due, as of December 31, 2020, were net of a $2.5 million payment received from Innoviva in the fourth quarter of 2020 and have been recorded as a current asset in the consolidated balance sheets within “Amounts due from TRC, LLC”. In January 2021, the Company received an additional $21.3 million payment from Innoviva related to the receivable balance as of December 31, 2020.

TRC’s summary financial information was as follows as of or for the year ended December 31:


(In thousands)	2020		2019		2018
Current assets	$	63,027	$	36,737
Non-current assets		16,959		—
Current liabilities		508		3,069
Royalty revenue for the year ended		73,089		42,790	$	13,379
Revenue from collaborative arrangements for the year ended		10,000		—		—
Income from continuing operations and net income for the year ended	$	81,662	$	39,653	$	13,261

On June 10, 2020, the Company disclosed in a Form 8-K that it had formally objected to TRC and Innoviva, as the manager of TRC, regarding their proposed plan to use TRELEGY royalties to invest in certain privately-held companies, funds that would otherwise be available for distribution to the Company under the terms of the TRC LLC Agreement. In October 2020, Innoviva announced that TRC had invested $15.0 million of TRELEGY royalties in the equity securities of a privately held biopharmaceutical company. Consequently, the Company’s share of this investment of $12.8 million has been recorded as a long-term asset in the consolidated balance sheets under “Equity in net assets of TRC, LLC”. However, in October 2020, the Company initiated an arbitration proceeding against Innoviva and TRC challenging the authority of Innoviva and TRC to pursue such a business plan rather than distribute such funds to the Company in a manner consistent with the TRC LLC Agreement and the Company’s 85% economic interest in TRC. The arbitration hearing was held during the week of February 16, 2021, with post-hearing briefing and arguments to take place over the next few weeks. The Company currently anticipates a decision in those proceedings near the end of the first quarter or early in the second quarter of 2021.

Property and Equipment

12 Months Ended

Dec. 31, 2020

Property and Equipment

Property and Equipment

10. Property and Equipment

Property and equipment are held predominantly in the US and consisted of the following:


	December 31,
(In thousands)	2020		2019
Computer equipment	$	2,314	$	2,119
Software		2,076		1,718
Furniture and fixtures		3,812		3,665
Laboratory equipment		29,753		30,546
Leasehold improvements		24,275		22,164
Subtotal		62,230		60,212
Less: accumulated depreciation		(45,808)		(47,568)
Property and equipment, net	$	16,422	$	12,644

For the year ended December 31, 2020, 2019 and 2018, depreciation expense for property and equipment was $3.3 million, $3.3 million and $3.0 million, respectively.

Share-Based Compensation

12 Months Ended

Dec. 31, 2020

Share-Based Compensation

Share-Based Compensation

11. Share-Based Compensation

Theravance Biopharma Equity Plans

The Company has three equity compensation plans — its 2013 Equity Incentive Plan (the “2013 EIP”), its 2013 Employee Share Purchase Plan (the “2013 ESPP”) and its 2014 New Employee Equity Incentive Plan (the “2014 NEEIP”). At inception, the Company was authorized to issue 5,428,571 ordinary shares under the 2013 EIP, 857,142 ordinary shares under the 2013 ESPP, and 750,000 ordinary shares under the 2014 NEEIP.

The 2013 EIP provides for the issuance of share-based awards, including restricted shares, restricted share units, options, share appreciation rights (“SARs”) and other equity-based awards, to Company employees, officers, directors and consultants. As of January 1 of each year, commencing on January 1, 2015 and ending on (and including) January 1, 2023, the aggregate number of ordinary shares that may be issued under the 2013 EIP shall automatically increase by a number equal to the least of 5% of the total number of ordinary shares outstanding on December 31 of the prior year, 3,428,571 ordinary shares, or a number of ordinary shares determined by the Company’s board of directors. Options may be granted with an exercise price not less than the fair market value of the ordinary shares on the grant date. Under the terms of the Company’s 2013 EIP, options granted to employees generally have a maximum term of 10 years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The Company may grant options with different vesting terms from time to time. Unless an employee’s termination of service is due to disability or death, upon termination of service, any unexercised vested options will generally be forfeited at the end of three months or the expiration of the option, whichever is earlier.

Under the 2013 ESPP, the Company’s officers and employees may purchase ordinary shares through payroll deductions at a price equal to 85% of the lower of the fair market value of the ordinary share at the beginning of the offering period or at the end of each applicable purchase period. As of January 1 of each year, commencing on January 1, 2015 and ending on (and including) January 1, 2033, the aggregate number of ordinary shares that may be issued under the 2013 ESPP shall automatically increase by a number equal to the least of 1% of the total number of ordinary shares outstanding on December 31 of the prior year, 571,428 ordinary shares or a number of ordinary shares determined by the Company’s board of directors. The ESPP generally provides for consecutive and overlapping offering periods of 24 months in duration, with each offering period generally composed of four consecutive six-month purchase periods. The purchase periods end on either May 15 or November 15. ESPP contributions are limited to a maximum of 15% of an employee’s eligible compensation. The 2013 ESPP also includes a feature that provides for the existing offering period to terminate and for participants in that offering period to automatically be enrolled in a new offering period when the fair market value of an ordinary share at the beginning of a subsequent offering period falls below the fair market value of an ordinary share on the first day of such offering period.

The 2014 NEEIP provides for the issuance of share-based awards, including restricted shares, restricted share units, non-qualified options and SARs, to the Company’s employees. Options may be granted with an exercise price not less than the fair market value of the ordinary shares on the grant date. Under the terms of the 2014 NEEIP, options granted to employees generally have a maximum term of 10 years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. The Company may grant options with different vesting terms from time to time. Unless an employee’s termination of service is due to disability or death, upon termination of service, any unexercised vested options will generally be forfeited at the end of three months or the expiration of the option, whichever is earlier.

Innoviva’s Equity Plans

Prior to the spin-off from its former parent company, Innoviva, in 2014 (“Spin-Off”), the Company’s employees may have received Innoviva stock-based compensation awards, and, therefore, the following disclosures include information regarding stock-based compensation expense allocated to Theravance Biopharma that relates to Innoviva stock-based equity awards.

At the time of the Spin-Off, Innoviva had one active stock-based incentive plan under which it granted stock-based awards to employees, officers and consultants, the 2012 Equity Incentive Plan. All outstanding stock options and restricted stock units (“RSUs”) held by (i) Innoviva employees who became the Company’s employees; and (ii) members of the board of directors of Innoviva who became members of the Company’s board of directors, in

connection with the Spin-Off were adjusted for the Spin-Off. Such awards, along with outstanding restricted stock awards (“RSAs”) held by Innoviva employees who became the Company’s employees in connection with the Spin-Off, will continue to vest and remain outstanding based on continuing employment or service with the Company.

The 2012 Equity Incentive Plan provided for the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock unit awards and SARs to employees, non-employee directors and consultants. Stock options were granted with an exercise price not less than the fair market value of the common stock on the grant date. Stock options granted to employees generally have a maximum term of 10 years and vest over a four-year period from the date of grant; 25% vest at the end of one year, and 75% vest monthly over the remaining three years. However, Innoviva granted options with different vesting terms from time to time. Unless an employee’s termination of service is due to disability or death, upon termination of service, any unexercised vested options will be forfeited at the end of three months or the expiration of the option, whichever is earlier.

Performance-Contingent Awards

In 2016, the Compensation Committee of the Company’s board of directors (“Compensation Committee”) approved the grant of 1,575,000 performance-contingent restricted share awards (“RSAs”) and 135,000 performance-contingent restricted share units (“RSUs”) to senior management. The vesting of such awards is dependent on the Company meeting its critical operating goals and objectives during the five-year period from 2016 to December 31, 2020, as well as, continued employment. The goals that must be met in order for the performance-contingent RSAs and RSUs to vest are strategically important for the Company, and the Compensation Committee believes the goals should increase shareholder value. The awards have dual triggers of vesting based upon the achievement of these goals and continued employment.

Expense associated with these awards may be recognized during the years 2016 to 2020 depending on the probability of meeting certain performance conditions. Compensation expense relating to awards subject to performance conditions is recognized if it is considered probable that the performance goals will be achieved. The probability of achievement is reassessed at each quarter-end reporting period. Previously recognized expense is reversed in the period in which it becomes probable that the requisite service period will not be rendered. The awards are broken into three separate tranches and comprised of a share-based award component and a cash bonus award component. See “Note 13. Commitments and Contingencies” for information related to the cash bonus award component.

As of December 31, 2020, there were 414,000 of these performance-contingent RSAs and 54,000 of these performance-contingent RSUs outstanding, and as of December 31, 2019, there were 776,250 of these performance-contingent RSAs and 101,250 of these performance-contingent RSUs outstanding. The performance conditions associated with the first tranche of these awards were completed in the second quarter of 2018, and the Company recognized $1.7 million of share-based compensation expense for the year ended December 31, 2018 associated with the first tranche of these awards.

The performance conditions associated with the second tranche of these awards were completed in the first quarter of 2019, and the expense associated with this second tranche was fully recognized in the first quarter of 2020. For the year ended December 31, 2020, 2019 and 2018, the Company recognized $0.4 million, $1.9 million and $2.6 million, respectively, of share-based compensation expense related to the second tranche of these awards.

In the first quarter of 2020, the performance conditions associated with the remaining third tranche were completed and, as a result, the Company recognized $2.6 million in share-based compensation expense related to these awards for the year ended December 31, 2020. As of December 31, 2020, the maximum remaining expense associated with the third tranche was $0.4 million (allocated as $0.1 million for research and development expense and $0.3 million for selling, general and administrative expense) and will be amortized through the first quarter of 2021.

Separate from the performance-contingent awards described above, the Company periodically grants performance-contingent RSUs to individual employees. For the year ended December 31, 2020 and 2019, the Company recognized $1.0 million of share-based compensation expense related to such awards in each year. As of December 31, 2020, there were 70,000 shares of these performance-contingent RSUs outstanding that have a maximum remaining share-based compensation expense of $0.5 million with performance expiration dates through June 2022.

Share-Based Compensation Expense

Share-based compensation expense included in the consolidated statements of operations was recognized as follows:



	Year Ended December 31,
(In thousands)	2020		2019		2018
Research and development	$	31,294	$	28,953	$	25,563
Selling, general and administrative		31,682		31,497		25,750
Total share-based compensation expense	$	62,976	$	60,450	$	51,313

Share-based compensation expense included in the consolidated statements of operations by award type was as follows:


	Year Ended December 31,
(In thousands)	2020		2019		2018
Innoviva equity:
Options	$	—	$	—	$	280
RSUs		—		—		—
RSAs		—		64		457
Performance RSAs		—		—		—
Theravance Biopharma equity:
Options		6,536		6,381		8,441
RSUs		49,803		39,520		34,077
Performance RSAs and RSUs		3,943		12,717		4,707
ESPP		2,694		1,768		3,351
Total share-based compensation expense	$	62,976	$	60,450	$	51,313

Total share-based compensation expense capitalized to inventory, in the period from January 1, 2018 to the disposition of the Company’s VIBATIV business in late 2018, was not material for the year ended December 31, 2018.

As of December 31, 2020, the unrecognized share-based compensation cost, net of actual forfeitures, and the estimated weighted-average amortization period, using the straight-line attribution method, was as follows:


	Unrecognized		Weighted‑Average
	Compensation		Amortization Period
(In thousands, except amortization period)	Cost		(Years)
Theravance Biopharma equity:
Options	$	11,513	2.62
RSUs		101,588	2.53
Performance RSAs and RSUs ⁽¹⁾		502	0.21
ESPP		1,122	0.62
Total	$	114,725

(1)	Represents unrecognized share-based compensation cost associated with the Company’s performance-contingent awards described above that are probable of vesting.

Compensation Awards

The following table summarizes option activity under the 2013 EIP and 2014 NEEIP for the year ended December 31, 2020:


	Number of Shares	Weighted-Average
	Subject	Exercise Price
	to Outstanding Options	of Outstanding Options
Outstanding at December 31, 2019	2,950,472	$	24.75
Granted	600,300		22.58
Exercised	(68,171)		19.96
Forfeited	(183,422)		22.49
Outstanding at December 31, 2020	3,299,179	$	24.58

As of December 31, 2020, the aggregate intrinsic value of the options outstanding was $1.2 million. As of December 31, 2020, the aggregate intrinsic value of the options exercisable was $0.8 million. The total estimated fair value of options vested (excluding vested options that have expired) was $6.4 million in 2020.

The following table summarizes total RSU and RSA activity (including performance RSUs and RSAs) for the year ended December 31, 2020:


	Number of Shares	Number of Shares
	Subject to	Outstanding Subject to
	Outstanding RSUs	Performance Conditions (RSAs)
Outstanding at December 31, 2019	4,939,774	776,250
Granted	2,576,326	—
Released	(1,907,307)	(362,250)
Forfeited	(614,875)	—
Outstanding at December 31, 2020	4,993,918	414,000

As of December 31, 2020, the aggregate intrinsic value of the RSUs and RSAs outstanding was $88.7 million and $7.4 million, respectively. The total estimated fair value of RSUs vested was $46.8 million and $32.4 million in 2020 and 2019, respectively.

Valuation Assumptions

The range of assumptions used to estimate the fair value of options granted and rights granted under the 2013 ESPP was as follows:


	Year Ended December 31,
	2020		2019		2018
Options
Risk-free interest rate		0.3% - 1.7%		1.6% - 2.5%		2.3% - 3.0%
Expected term (in years)		5.2 - 6.1		6.0		6.0
Volatility		50% - 53%		51% - 53%		53% - 54%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	11.03	$	10.20	$	14.32
2013 ESPP
Risk-free interest rate		0.1% - 0.2%		1.5% - 2.4%		2.1% - 2.8%
Expected term (in years)		0.5 - 2.0		0.5 - 2.0		0.5 - 2.0
Volatility		53% - 76%		40% - 48%		42% - 53%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	8.04	$	6.17	$	9.13

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Taxes

Income Taxes

12. Income Taxes

Theravance Biopharma was incorporated in the Cayman Islands in July 2013 under the name Theravance Biopharma, Inc. as a wholly-owned subsidiary of Innoviva and began operations subsequent to the Spin-Off with wholly-owned subsidiaries in the Cayman Islands, US, United Kingdom, and Ireland. Effective July 1, 2015, Theravance Biopharma became an Irish tax resident, therefore, the loss before income taxes of Theravance Biopharma, the parent company, are included in Ireland in the tables below.

The components of the loss before income taxes were as follows:


	Year Ended December 31,
(In thousands)	2020		2019		2018
Income (loss) before provision for income taxes:
Cayman Islands	$	37,567	$	11,779	$	14,838
United States		(46,500)		(99,225)		(69,695)
Ireland		(277,105)		(154,217)		(171,134)
United Kingdom		(499)		(14)		(94)
Total	$	(286,537)	$	(241,677)	$	(226,085)

The components of provision for income tax benefit (expense) were as follows:


	Year Ended December 31,
(In thousands)	2020			2019			2018
Provision for income tax benefit (expense):
Current:
Cayman Islands	$	—		$	—		$	—
United States		8,545			5,210			10,563
Ireland		(13)			—			—
United Kingdom		(12)			12			(2)
Subtotal		8,520			5,222			10,561
Deferred		—			—			—
Total	$	8,520		$	5,222		$	10,561
Effective tax rate		2.97	%		2.16	%		4.67	%

The provision for income tax benefit (expense) was $8.5 million, $5.2 million and $10.6 million for the year ended December 31, 2020, 2019 and 2018 respectively.

The 2020 net income tax benefit was primarily attributed to a reversal of previously accrued contingent tax liabilities for uncertain tax positions due to a lapse of the statute of limitations and their related interest accruals. The 2019 net income tax benefit was primarily due to the reversal of previously accrued contingent tax liabilities for uncertain tax positions due to a lapse of the statute of limitations and current year US research and development credits.

No provision for income taxes has been recognized on undistributed earnings of the Company’s foreign subsidiaries because it considers such earnings to be indefinitely reinvested. In the event of a distribution of these earnings in the form of dividends or otherwise, the Company may be liable for income taxes, subject to an adjustment, if any, for foreign tax credits and foreign withholdings taxes payable to certain foreign tax authorities. As of December 31, 2020, there were no undistributed earnings.

As a result of the Company becoming an Irish tax resident effective July 1, 2015, the tax rates reflect the Irish statutory rate of 25%. The differences between the Irish statutory income tax rate and the Company’s effective tax rates were as follows:


	Year Ended December 31,
	2020		2019		2018
Provision at statutory income tax rate	25.00	%	25.00	%	25.00	%
Foreign rate differential	(11.49)		(6.96)		(7.51)
Share-based compensation	0.75		(1.17)		0.28
Non-deductible executive compensation	(0.63)		(0.51)		(0.72)
Uncertain tax positions	(1.26)		(0.63)		(4.00)
Research and development tax credit carryforwards	1.83		2.50		1.79
Foreign exchange loss	—		—		8.52
Intangible asset	10.01		—		—
Change in valuation allowance	(20.56)		(14.90)		(18.82)
Other	(0.68)		(1.17)		0.13
Effective tax rate	2.97	%	2.16	%	4.67	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities were as follows:


	December 31,
(In thousands)	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	82,821	$	58,161
Capital loss carryforwards		19,409		19,409
Research and development tax credit carryforwards		24,075		15,723
Fixed assets and intangibles		310,187		285,341
Share-based compensation		15,087		15,480
Accruals		8,145		8,245
Operating lease liabilities		11,662		11,358
Other		346		7
Subtotal		471,732		413,724
Valuation allowance		(462,711)		(403,836)
Total deferred tax assets		9,021		9,888

Deferred tax liabilities:
Operating lease assets		(8,680)		(9,429)
Prepaid assets		(341)		(459)
Total deferred tax liabilities		(9,021)		(9,888)

Net deferred tax assets (liabilities)	$	—	$	—

The Company follows the accounting guidance related to accounting for income taxes which requires that a company reduce its deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. As of December 31, 2020, the Company’s deferred tax assets were offset in full by a valuation allowance.

The valuation allowance as of December 31, 2020 increased from $403.8 million (the valuation allowance as of December 31, 2019) to $462.7 million, primarily as a result of additional tax loss generated in various jurisdictions during the current year and the intercompany transfer of intangible assets eligible for tax amortization. Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that the deferred tax assets are recoverable. As required, the Company prepares its assessment of the realizability of deferred tax assets on a jurisdiction-by-jurisdiction basis.

As of December 31, 2020, the Company had $209.8 million of US federal net operating loss carryforwards and $21.1 million of federal research and development tax credit carryforwards which expire beginning in 2035. After the enactment of the Tax Cut and Jobs Act (the “Tax Act”) in December 2017, the operating losses generated had an indefinite carryforward life, but was limited to 80% of taxable income when utilized. As of December 31, 2020, this amount was $164.9 million. The Company had state net operating loss carryforwards of $70.9 million which generally begin to expire in 2034 and state research and development credit carryforwards of $21.2 million to be carried forward indefinitely.

The Company also had Irish net operating loss carryforwards of $565.8 million with no expiration date and capital loss carryforwards of $58.8 million to be carried forward indefinitely.

Utilization of net operating loss and tax credit carryforwards may be subject to an annual limitation due to ownership change limitations provided by the Internal Revenue Code and similar state provisions. Annual limitations may result in expiration of net operating loss and tax credit carryforwards before some or all of such amounts have been utilized.

The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The amount of tax expense related to interest or penalties was immaterial for the year ended December 31, 2020 and 2019.

Uncertain Tax Positions

A reconciliation of the beginning and ending balances of the total amounts of unrecognized tax benefits were as follows:


(In thousands)
Unrecognized tax benefits as of December 31, 2018	$	52,404
Gross decrease in tax positions for prior years		(2,010)
Gross increase in tax positions for current year		8,369
Unrecognized tax benefits as of December 31, 2019		58,763
Gross decrease in tax positions for prior years		(8,059)
Gross increase in tax positions for current year		12,743
Unrecognized tax benefits as of December 31, 2020	$	63,447

The Company records liabilities related to uncertain tax positions in accordance with the income tax guidance which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Resolution of one or more of these uncertain tax positions in any period may have a material impact on the results of operations for that period. The Company includes any applicable interest and penalties within the provision for income taxes in the consolidated statements of operations.

The total unrecognized tax benefits of $63.4 million and $58.8 million, as of December 31, 2020 and December 31, 2019, respectively, may reduce the effective tax rate in the period of recognition. However, carryforward tax attributes that were generated in years beginning on or before January 1, 2018 may still be adjusted upon examination by tax authorities since the attributes are not yet utilized. The Company does not expect to record any other material reductions in the measurement of its unrecognized tax benefits within the next twelve months. The Company currently has a full valuation allowance against its deferred tax assets, which would impact the timing of the effective tax rate benefit should any of these uncertain positions be favorably settled in the future.

The Company is subject to taxation in Ireland, the US, and various other jurisdictions. The tax years 2017 and forward remain open to examination in Ireland, tax years 2018 and forward remain open to examination in the US, and the tax years 2015 and forward remain open to examination in other jurisdictions.

The Company is currently under Internal Revenue Service (“IRS”) examination for the tax year ended December 31, 2018. The Company believes that an adequate provision has been made for any material adjustments that may result from the tax examination. The Company concluded its IRS examination for the tax year ended December 31, 2017 in December 2020 with no adjustments required.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), that features significant tax provision and other measures to assist individuals and businesses impacted by the economic effects of the COVID-19 pandemic, was signed into law. Tax relief measures for businesses include a five-year net operating loss carryback (including a related technical correction to the 2017 Tax Reform Act), a change in Section 163(j) interest deduction limitations, accelerated alternative minimum tax refunds, payroll tax relief, a temporary suspension of certain aviation excise taxes, a tax credit for employers who retain employees, and a ‘qualified improvement property’ technical correction to the 2017 Tax Reform Act. The Company has considered the corporate income tax provisions of the CARES Act and related initial guidance as part of its income tax expense and concluded that these provisions did not have a material impact on the Company’s 2020 income tax expense.

The Company’s future income tax expense may be affected by such factors as changes in tax laws, its business, regulations, tax rates, interpretation of existing laws or regulations, the impact of accounting for share-based compensation, the impact of accounting for business combinations, its international organization, shifts in the amount of income before tax earned in the US as compared with other regions in the world, and changes in overall levels of income before tax.

- 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 + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments and Contingencies

Commitments and Contingencies

13. Commitments and Contingencies

Performance-Contingent Awards

In 2016, the Compensation Committee granted long-term retention RSAs and RSUs to members of senior management and incentive cash bonus awards to certain employees. The vesting and payout of such awards is dependent on the Company meeting its critical operating goals and objectives during a five-year period from 2016 to December 31, 2020. These goals are strategically important for the Company, and it believes the goals, if achieved, should increase shareholder value. The awards have dual triggers of vesting based upon the achievement of these goals and continued employment.

Expense associated with these awards may be recognized during the years 2016 to 2020 depending on the probability of meeting certain performance conditions. Compensation expense relating to awards subject to performance conditions is recognized if it is considered probable that the performance goals will be achieved. The probability of achievement is reassessed at each quarter-end reporting period. Previously recognized expense is reversed in the period in which it becomes probable that the requisite service period will not be rendered. The awards are broken into three separate tranches and comprised of a share-based award component and a cash bonus award component. See “Note 11. Share-Based Compensation” for information related to the share-based award component.

The performance conditions associated with the first tranche of the cash bonus awards were completed in the second quarter of 2018, and the Company recognized $3.5 million of cash bonus expense for the year ended December 31, 2018 associated with the first tranche of these awards.

The performance conditions associated with the second tranche of these awards were completed in the first quarter of 2019 and the expense associated with this second tranche was fully recognized in the first quarter of 2020. For year ended December 31, 2020, 2019 and 2018, the Company recognized $0.5 million, $2.4 million and $1.9 million, respectively, of cash bonus expense related to the second tranche of these awards.

In the fourth quarter of 2019, the Company determined that the remaining third tranche was probable of vesting, and in the first quarter of 2020, the performance conditions associated with the third tranche were completed. As a result, the Company recognized $2.8 million and $11.8 million in cash bonus expense related to these awards for the year ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the maximum remaining cash bonus expense

associated with the third tranche was $0.4 million (allocated as $0.3 million for research and development expense and $0.1 million for selling, general and administrative expense) and will be amortized through the first quarter of 2021.

Guarantees and Indemnifications

The Company indemnifies its officers and directors for certain events or occurrences, subject to certain limits. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recognized any liabilities relating to these agreements as of December 31, 2020 and 2019.

Public Offering of Ordinary Shares

12 Months Ended

Dec. 31, 2020

Public Offering of Ordinary Shares

Public Offering of Ordinary Shares

14. Public Offering of Ordinary Shares

On February 14, 2020, the Company sold 5,500,000 ordinary shares at a price to the public of $27.00 per share (the “Shares”). The gross proceeds to the Company from the offering were $148.5 million, before deducting underwriting discounts and commissions and offering expenses. The Shares were issued pursuant to the Company’s currently effective shelf registration statement on Form S-3 and an accompanying prospectus (File No. 333-235339) filed with the SEC, which became effective automatically on December 3, 2019, and a prospectus supplement filed with the SEC in connection with the offering.

Reduction in Workforce

12 Months Ended

Dec. 31, 2020

Reduction in Workforce

Reduction in Workforce

15. Reduction in Workforce

In January 2019, the Company announced a reduction in workforce to align with its focus on continued execution of key strategic programs and advancement of selected late-stage research programs toward clinical development. The Company reduced its overall headcount by 51 individuals, with the affected employees primarily focused on early research or the infrastructure in support of VIBATIV, which was sold by the Company to Cumberland in November 2018.

As a result of the reduction in workforce, the Company recognized and paid severance related charges totaling $3.5 million for the year ended December 31, 2019, including compensation expense made to affected employees through any minimum statutory notice periods. The severance related charges are presented on the consolidated statements of operations within research and development expenses and selling, general and administrative expenses.

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2020

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

SUPPLEMENTARY FINANCIAL DATA

(UNAUDITED)

(In thousands, except per share data)

The following table presents certain unaudited consolidated quarterly financial information for the eight quarters in the periods ended December 31, 2020 and 2019. This information has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the unaudited quarterly results of operations set forth herein.


	For the Quarter Ended
	March 31,		June 30,		September 30,		December 31,
2020
Total revenue	$	19,862	$	15,008	$	18,257	$	18,730
Costs and expenses		92,338		87,184		94,872		95,220
Loss from operations		(72,476)		(72,176)		(76,615)		(76,490)
Net loss		(83,053)		(62,887)		(73,643)		(58,434)
Basic and diluted net loss per share	$	(1.40)	$	(1.00)	$	(1.16)	$	(0.92)
2019
Total revenue	$	5,338	$	26,150	$	12,427	$	29,499
Costs and expenses		79,004		68,626		77,628		100,071
Loss from operations		(73,666)		(42,476)		(65,201)		(70,572)
Net loss		(72,580)		(39,838)		(58,431)		(65,606)
Basic and diluted net loss per share	$	(1.32)	$	(0.72)	$	(1.05)	$	(1.17)


Share of Total YUPELRI Net Sales ⁽¹⁾
	For the Quarter Ended
	March 31,		June 30,		September 30,		December 31,
2020	$	12,880	$	10,589	$	12,960	$	13,550
2019	$	1	$	3,184	$	5,763	$	10,352

(1)

The Company co-promotes YUPELRI in the US under a profit and loss sharing arrangement with Viatris (65% to Viatris; 35% to Theravance Biopharma). The amounts represent the Company’s implied 35% share of the total net sales of YUPELRI that were recognized within Viatris’ financial statements for the periods presented.

Organization and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Organization and Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

Use of Estimates

Segment Reporting

Cash and Cash Equivalents

The Company considers all highly-liquid investments purchased with a maturity of three months or less on the date of purchase to be cash equivalents. Cash equivalents are carried at fair value.

Restricted Cash

Investments in Marketable Securities

Fair Value of Financial Instruments

Level 1 — Quoted prices for identical instruments in active markets.

Level 3 — Unobservable inputs and little, if any, market activity for the assets.

Accounts Receivable

Concentration of Credit Risks

Property and Equipment

Property, equipment and leasehold improvements are stated at cost, net of accumulated depreciation, and amortized using the straight-line method as follows:


Leasehold improvements		Shorter of remaining lease terms or useful life
Equipment, furniture and fixtures		5 - 7 years
Software and computer equipment		3 - 5 years

Leases

Capitalized Software

Impairment of Long-Lived Assets

Revenue Recognition

Collaborative Arrangements under ASC 606

Product Sales

Research and Development Expenses

As part of the process of preparing its consolidated financial statements, the Company is required to estimate and accrue certain R&D expenses. This process involves the following:

•

estimating and accruing expenses in the Company’s consolidated financial statements as of each balance sheet date based on facts and circumstances known to it at the time; and

•

periodically confirming the accuracy of the Company’s estimates with selected service providers and making adjustments, if necessary.

Examples of estimated research and development expenses that the Company accrues include:

•

fees paid to clinical research organizations (“CROs”) in connection with preclinical and toxicology studies and clinical studies;

•

fees paid to investigative sites in connection with clinical studies;

•

fees paid to contract manufacturing organizations (“CMOs”) in connection with the production of product and clinical study materials; and

•

professional service fees for consulting and related services.

Advertising Expenses

Fair Value of Share-Based Compensation Awards

Debt Instruments

Theravance Respiratory Company, LLC ("TRC")

Theravance Respiratory Company, LLC (“TRC”)

Income Taxes

Net Loss per Share



	Year Ended December 31,
(In thousands, except per share data)	2020		2019		2018
Numerator:
Net loss	$	(278,017)	$	(236,455)	$	(215,524)
Denominator:
Weighted-average ordinary shares outstanding		62,808		56,452		55,076
Less: weighted-average ordinary shares subject to forfeiture		(463)		(842)		(1,107)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		62,345		55,610		53,969
Basic and diluted net loss per share	$	(4.46)	$	(4.25)	$	(3.99)

Anti-dilutive Securities

The following ordinary equivalent shares were not included in the computation of diluted net loss per share because their effect was anti-dilutive:



	Year Ended December 31,
(In thousands)	2020	2019	2018
Share issuances under equity incentive plans and ESPP	6,553	6,577	3,492
Restricted shares	—	—	2
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676
Total	13,229	13,253	10,170

Comprehensive Loss

Comprehensive loss is comprised of net loss and changes in unrealized gains and losses on the Company’s available-for-sale investments.

Recently Issued Accounting Pronouncements Not Yet Adopted

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Organization and Summary of Significant Accounting Policies

Schedule of property and equipment useful lives


Leasehold improvements		Shorter of remaining lease terms or useful life
Equipment, furniture and fixtures		5 - 7 years
Software and computer equipment		3 - 5 years

Schedule of basic and diluted net loss per share



	Year Ended December 31,
(In thousands, except per share data)	2020		2019		2018
Numerator:
Net loss	$	(278,017)	$	(236,455)	$	(215,524)
Denominator:
Weighted-average ordinary shares outstanding		62,808		56,452		55,076
Less: weighted-average ordinary shares subject to forfeiture		(463)		(842)		(1,107)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		62,345		55,610		53,969
Basic and diluted net loss per share	$	(4.46)	$	(4.25)	$	(3.99)

Schedule of anti-dilutive securities



	Year Ended December 31,
(In thousands)	2020	2019	2018
Share issuances under equity incentive plans and ESPP	6,553	6,577	3,492
Restricted shares	—	—	2
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676
Total	13,229	13,253	10,170

Revenue (Tables)

12 Months Ended

Dec. 31, 2020

Revenue

Schedule of revenue recognized from collaborative arrangements



	Year Ended December 31,
(In thousands)	2020		2019		2018
Janssen	$	26,426	$	31,096	$	31,053
Alfasigma		14		125		10,678
Other		24		29		60
Total collaboration revenue	$	26,464	$	31,250	$	41,791

Summary of changes in deferred revenue



	Year Ended December 31,
(In thousands)	2020		2019		2018
Collaboration revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	26,464	$	31,245	$	130
Performance obligations satisfied in previous period		—		—		—

Summary of profit sharing revenue and collaboration loss



	Year Ended December 31,
(In thousands)	2020		2019		2018
Viatris collaboration agreement - Amounts receivable from Viatris	$	43,893	$	13,664	$	3,275
Collaboration loss - Amounts payable to Viatris	$	—	$	1,582	$	2,997

Summary of the reductions to R&D costs related to reimbursement payments



	Year Ended December 31,
(In thousands)	2020		2019		2018
Janssen	$	8,554	$	5,129	$	1,597
Viatris		1,524		460		7,515
Total reduction to R&D expense, net	$	10,078	$	5,589	$	9,112

Segment Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Information

Schedule of total revenue by geographic region


	Year Ended December 31,
(In thousands)	2020		2019		2018
US	$	70,319	$	54,760	$	49,239
Europe		1,538		18,654		11,117
Asia		—		—		14
Total revenue	$	71,857	$	73,414	$	60,370

Schedule of total revenue from customers or collaboration partners who individually accounted for 10% or more of total revenue


	Year Ended December 31,
(% of total revenue)	2020		2019		2018
Viatris	63	%	44	%	—
Janssen	37	%	42	%	51	%
Pfizer	—		14	%	—
Alfasigma	—		—		18	%

Cash, Cash Equivalents, and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2020

Cash, Cash Equivalents, and Restricted Cash

Schedule of reconciliation of cash, cash equivalents, and restricted cash


	December 31,
(In thousands)	2020		2019		2018
Cash and cash equivalents	$	81,467	$	58,064	$	378,021
Restricted cash		833		833		833
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows	$	82,300	$	58,897	$	378,854

Investments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

Investments and Fair Value Measurements

Schedule of available-for-sale securities


		December 31, 2020
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	75,036	$	34	$	—	$	75,070
US government agency securities	Level 2		74,971		18		—		74,989
Corporate notes	Level 2		5,046		—		(1)		5,045
Commercial paper	Level 2		56,374		1		(5)		56,370
Marketable securities			211,427		53		(6)		211,474
Money market funds	Level 1		—		—		—		—
Total		$	211,427	$	53	$	(6)	$	211,474


		December 31, 2019
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	100,746	$	108	$	—	$	100,854
Corporate notes	Level 2		25,466		9		(1)		25,474
Commercial paper	Level 2		112,066		31		(2)		112,095
Marketable securities			238,278		148		(3)		238,423
Money market funds	Level 1		35,736		—		—		35,736
Total		$	274,014	$	148	$	(3)	$	274,159

Schedule of Available for sale debt securities with unrealized losses


	December 31, 2020
	Less than 12 Months				Greater than 12 Months				Total
			Gross				Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
(In thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate notes	$	5,045	$	(1)	$	—	$	—	$	5,045	$	(1)
Commercial paper		39,375		(5)		—		—		39,375		(5)
Total	$	44,420	$	(6)	$	—	$	—	$	44,420	$	(6)


	December 31, 2019
	Less than 12 Months				Greater than 12 Months				Total
			Gross				Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized		Estimated		Unrealized
(In thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
Corporate notes	$	5,507	$	(1)	$	—	$	—	$	5,507	$	(1)
Commercial paper		28,137		(2)		—		—		28,137		(2)
Total	$	33,644	$	(3)	$	—	$	—	$	33,644	$	(3)

Debt (Tables)

12 Months Ended

Dec. 31, 2020

Debt

Schedule of debt


	December 31,
(In thousands)	2020		2019
9.5% Non-Recourse 2035 Notes:
Principal amount	$	418,572	$	—
Less: 5% retained by the Company		(20,929)		—
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(3,847)		—
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,589)		—
3.25% Convertible 2023 Notes:
Principal amount		230,000		230,000
Unamortized debt issuance costs		(3,037)		(4,110)
9.0% Non-Recourse 2033 Notes:
Principal amount		—		247,734
Less: 5% retained by the Company		—		(12,387)
Unamortized debt issuance costs		—		(6,196)
Total debt	$	619,170	$	455,041

Schedule of debt interest expense


	Year Ended December 31,
(In thousands)	2020		2019		2018
Stated coupon interest	$	42,625	$	28,811	$	9,316
Amortization of debt issuance costs		1,960		3,051		1,166
Total debt interest expense	$	44,585	$	31,862	$	10,482

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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-Name Accounting Standards Codification
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 835
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-Section 55
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases

Summary of supplemental balance sheet information related to leases


(In thousands)	Classification	December 31, 2020		December 31, 2019
Assets
Operating lease assets	Operating lease assets	$	43,260	$	46,604

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	9,867	$	7,762
Non-current:
Operating lease liabilities	Long-term operating lease liabilities		47,220		47,725
Total operating lease liabilities		$	57,087	$	55,487

Summary of components of lease expense


		Year Ended		Year Ended		Year Ended
(In thousands)	Classification	December 31, 2020		December 31, 2019		December 31, 2018
Operating lease expense	Selling, general and administrative expense	$	7,974	$	7,959	$	7,985
Operating lease expense	Research and development expense		758		164		—
Total operating lease expense ⁽¹⁾		$	8,732	$	8,123	$	7,985

(1)	Excludes short-term leases which were immaterial and office lease service-related charges.

Summary of cash information related to leases


	Year Ended		Year Ended
(In thousands)	December 31, 2020		December 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	3,804	$	7,210

Summary of maturities of lease liabilities


(In thousands)
Year ending December 31:
2021	$	10,330
2022		10,345
2023		10,134
2024		10,351
2025		10,649
Thereafter		49,309
Total operating lease payments	$	101,118
Less: Estimated tenant improvement allowance		(12,053)
Less: Imputed interest		(31,978)
Present value of operating lease liabilities	$	57,087

Theravance Respiratory Company, LLC (Tables)

12 Months Ended

Dec. 31, 2020

Theravance Respiratory Company, LLC

Summary financial information


(In thousands)	2020		2019		2018
Current assets	$	63,027	$	36,737
Non-current assets		16,959		—
Current liabilities		508		3,069
Royalty revenue for the year ended		73,089		42,790	$	13,379
Revenue from collaborative arrangements for the year ended		10,000		—		—
Income from continuing operations and net income for the year ended	$	81,662	$	39,653	$	13,261

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2020

Property and Equipment

Schedule of property and equipment


	December 31,
(In thousands)	2020		2019
Computer equipment	$	2,314	$	2,119
Software		2,076		1,718
Furniture and fixtures		3,812		3,665
Laboratory equipment		29,753		30,546
Leasehold improvements		24,275		22,164
Subtotal		62,230		60,212
Less: accumulated depreciation		(45,808)		(47,568)
Property and equipment, net	$	16,422	$	12,644

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Share-Based Compensation

Schedule of share-based compensation expense included in the consolidated statements of operations



	Year Ended December 31,
(In thousands)	2020		2019		2018
Research and development	$	31,294	$	28,953	$	25,563
Selling, general and administrative		31,682		31,497		25,750
Total share-based compensation expense	$	62,976	$	60,450	$	51,313

Schedule of share-based compensation expense by award type included in the consolidated statements of operations


	Year Ended December 31,
(In thousands)	2020		2019		2018
Innoviva equity:
Options	$	—	$	—	$	280
RSUs		—		—		—
RSAs		—		64		457
Performance RSAs		—		—		—
Theravance Biopharma equity:
Options		6,536		6,381		8,441
RSUs		49,803		39,520		34,077
Performance RSAs and RSUs		3,943		12,717		4,707
ESPP		2,694		1,768		3,351
Total share-based compensation expense	$	62,976	$	60,450	$	51,313

Schedule of unrecognized compensation cost, net of expected forfeitures, and the estimated weighted-average amortization period, using the straight-line attribution method


	Unrecognized		Weighted‑Average
	Compensation		Amortization Period
(In thousands, except amortization period)	Cost		(Years)
Theravance Biopharma equity:
Options	$	11,513	2.62
RSUs		101,588	2.53
Performance RSAs and RSUs ⁽¹⁾		502	0.21
ESPP		1,122	0.62
Total	$	114,725

(1)	Represents unrecognized share-based compensation cost associated with the Company’s performance-contingent awards described above that are probable of vesting.

Summary of option activity under the 2013 EIP and 2014 NEEIP


	Number of Shares	Weighted-Average
	Subject	Exercise Price
	to Outstanding Options	of Outstanding Options
Outstanding at December 31, 2019	2,950,472	$	24.75
Granted	600,300		22.58
Exercised	(68,171)		19.96
Forfeited	(183,422)		22.49
Outstanding at December 31, 2020	3,299,179	$	24.58

Schedule of RSU and RSA activity (including performance RSUs and RSAs)


	Number of Shares	Number of Shares
	Subject to	Outstanding Subject to
	Outstanding RSUs	Performance Conditions (RSAs)
Outstanding at December 31, 2019	4,939,774	776,250
Granted	2,576,326	—
Released	(1,907,307)	(362,250)
Forfeited	(614,875)	—
Outstanding at December 31, 2020	4,993,918	414,000

Schedule of range of assumptions used to estimate the fair value of share options granted and rights granted


	Year Ended December 31,
	2020		2019		2018
Options
Risk-free interest rate		0.3% - 1.7%		1.6% - 2.5%		2.3% - 3.0%
Expected term (in years)		5.2 - 6.1		6.0		6.0
Volatility		50% - 53%		51% - 53%		53% - 54%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	11.03	$	10.20	$	14.32
2013 ESPP
Risk-free interest rate		0.1% - 0.2%		1.5% - 2.4%		2.1% - 2.8%
Expected term (in years)		0.5 - 2.0		0.5 - 2.0		0.5 - 2.0
Volatility		53% - 76%		40% - 48%		42% - 53%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	8.04	$	6.17	$	9.13

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Taxes

Schedule of components of the loss before income taxes


	Year Ended December 31,
(In thousands)	2020		2019		2018
Income (loss) before provision for income taxes:
Cayman Islands	$	37,567	$	11,779	$	14,838
United States		(46,500)		(99,225)		(69,695)
Ireland		(277,105)		(154,217)		(171,134)
United Kingdom		(499)		(14)		(94)
Total	$	(286,537)	$	(241,677)	$	(226,085)

Schedule of the components of the provision for income taxes


	Year Ended December 31,
(In thousands)	2020			2019			2018
Provision for income tax benefit (expense):
Current:
Cayman Islands	$	—		$	—		$	—
United States		8,545			5,210			10,563
Ireland		(13)			—			—
United Kingdom		(12)			12			(2)
Subtotal		8,520			5,222			10,561
Deferred		—			—			—
Total	$	8,520		$	5,222		$	10,561
Effective tax rate		2.97	%		2.16	%		4.67	%

Schedule of the differences between the Irish statutory income tax rate and the Company's effective tax rates


	Year Ended December 31,
	2020		2019		2018
Provision at statutory income tax rate	25.00	%	25.00	%	25.00	%
Foreign rate differential	(11.49)		(6.96)		(7.51)
Share-based compensation	0.75		(1.17)		0.28
Non-deductible executive compensation	(0.63)		(0.51)		(0.72)
Uncertain tax positions	(1.26)		(0.63)		(4.00)
Research and development tax credit carryforwards	1.83		2.50		1.79
Foreign exchange loss	—		—		8.52
Intangible asset	10.01		—		—
Change in valuation allowance	(20.56)		(14.90)		(18.82)
Other	(0.68)		(1.17)		0.13
Effective tax rate	2.97	%	2.16	%	4.67	%

Significant components of the Company's deferred tax assets and liabilities


	December 31,
(In thousands)	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	82,821	$	58,161
Capital loss carryforwards		19,409		19,409
Research and development tax credit carryforwards		24,075		15,723
Fixed assets and intangibles		310,187		285,341
Share-based compensation		15,087		15,480
Accruals		8,145		8,245
Operating lease liabilities		11,662		11,358
Other		346		7
Subtotal		471,732		413,724
Valuation allowance		(462,711)		(403,836)
Total deferred tax assets		9,021		9,888

Deferred tax liabilities:
Operating lease assets		(8,680)		(9,429)
Prepaid assets		(341)		(459)
Total deferred tax liabilities		(9,021)		(9,888)

Net deferred tax assets (liabilities)	$	—	$	—

Reconciliation of unrecognized tax benefits


(In thousands)
Unrecognized tax benefits as of December 31, 2018	$	52,404
Gross decrease in tax positions for prior years		(2,010)
Gross increase in tax positions for current year		8,369
Unrecognized tax benefits as of December 31, 2019		58,763
Gross decrease in tax positions for prior years		(8,059)
Gross increase in tax positions for current year		12,743
Unrecognized tax benefits as of December 31, 2020	$	63,447

Organization and Summary of Significant Accounting Policies - Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2020 segment
Organization and Summary of Significant Accounting Policies
Number of business segments	1

Organization and Summary of Significant Accounting Policies - Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2020
Furniture and fixtures \| Minimum
Property and Equipment
Estimated useful life	5 years
Furniture and fixtures \| Maximum
Property and Equipment
Estimated useful life	7 years
Software and computer equipment \| Minimum
Property and Equipment
Estimated useful life	3 years
Software and computer equipment \| Maximum
Property and Equipment
Estimated useful life	5 years

Organization and Summary of Significant Accounting Policies - Capitalized Software (Details) - Capitalized Software - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Property and Equipment
Capitalized costs software implementation	$ 0	$ 0
Estimated useful life	5 years

Organization and Summary of Significant Accounting Policies - Impairment of Long-Lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Organization and Summary of Significant Accounting Policies
Impairments of long-lived assets	$ 0	$ 0	$ 0

Organization and Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details)	Dec. 31, 2020
TRC
Allowance for Doubtful Accounts
Percentage of equity interest	85.00%

Organization and Summary of Significant Accounting Policies - Advertising Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Organization and Summary of Significant Accounting Policies
Advertising expenses	$ 6.3	$ 2.4	$ 1.9

Organization and Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Organization and Summary of Significant Accounting Policies
US federal, state and foreign unrecognized tax benefits	$ 63,447	$ 58,763	$ 52,404

Organization and Summary of Significant Accounting Policies - Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Numerator:
Net loss	$ (58,434)	$ (73,643)	$ (62,887)	$ (83,053)	$ (65,606)	$ (58,431)	$ (39,838)	$ (72,580)	$ (278,017)	$ (236,455)	$ (215,524)
Denominator:
Weighted-average common shares outstanding									62,808	56,452	55,076
Less: weighted-average common shares subject to forfeiture									(463)	(842)	(1,107)
Weighted-average common shares used to compute basic and diluted net loss per share									62,345	55,610	53,969
Basic and diluted net loss per share	$ (0.92)	$ (1.16)	$ (1.00)	$ (1.40)	$ (1.17)	$ (1.05)	$ (0.72)	$ (1.32)	$ (4.46)	$ (4.25)	$ (3.99)

- Definition

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

+ References

+ Details

Organization and Summary of Significant Accounting Policies - Net Loss per Share - Anti-dilutive (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	13,229,000	13,253,000	10,170,000
Share issuances under equity incentive plans and ESPP
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	6,553,000	6,577,000	3,492,000
Restricted shares
Anti-Dilutive Securities
Anti-dilutive securities (in shares)			2,000
Share issuances upon the conversion of convertible senior notes
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	6,676,000	6,676,000	6,676,000
Performance-based vesting
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	0	414,000	978,750

Organization and Summary of Significant Accounting Policies - Related Parties (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 14, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Related party transactions
Number of shares issued	5,500,000
Proceeds from the sale of ordinary shares, net		$ 139,915
GSK
Related party transactions
Ordinary shares held (in percent)		15.00%
Member board of directors
Related party transactions
Fees incurred related to related party		$ 500	$ 400	$ 500
NDA Group
Related party transactions
Ordinary shares held (in percent)		0.85%

Organization and Summary of significant accounting policies - GSK Notes (Details) - GSK Notes	Jun. 22, 2020 USD ($) $ / shares shares
Principal amount \| $	$ 280,336,000
Exchangeable to ordinary shares \| shares	9,644,792
Shares issued on conversion of Notes \| shares	9,644,807
Percentage of principal amount of debt (as a percent)	108.50%
Initial exchange ratio	34.4044
Denomination for conversion of debt \| $	$ 1,000
Initial exchange price \| $ / shares	$ 29.066
Premium over volume weighted average price (as a percent)	35.00%

Revenue - Revenue from Collaborative Arrangements (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	$ 26,464	$ 31,245	$ 130
Janssen
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	26,426	31,096	31,053
Alfasigma
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	14	125	10,678
Other
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	24	29	60
Collaborative revenue
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	$ 26,464	$ 31,250	$ 41,791

Revenue - Development and Collaboration Agreement (Details)	1 Months Ended			3 Months Ended								9 Months Ended	12 Months Ended
	Apr. 30, 2018 USD ($) plan	Feb. 28, 2018	Jan. 31, 2015	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2018	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Development and Collaboration Agreement
Total revenue				$ 18,730,000	$ 18,257,000	$ 15,008,000	$ 19,862,000	$ 29,499,000	$ 12,427,000	$ 26,150,000	$ 5,338,000		$ 71,857,000	$ 73,414,000	$ 60,370,000
Percentage of profit share		33.00%											35.00%
Alfasigma
Development and Collaboration Agreement
Deferred revenue				200,000									$ 200,000
Performance period (in years)													6 years
Number of performance obligations \| plan	5
Viatris
Development and Collaboration Agreement
Transaction price				34,200,000									$ 34,200,000
Deferred revenue				$ 300,000									$ 300,000
Performance period (in years)			17 years										11 years
Percentage of profit share													65.00%
Number of performance obligations													2
Pfizer
Development and Collaboration Agreement
Number of performance obligations													2
Operating expenses
Development and Collaboration Agreement
Percentage of profit share												35.00%
Development and Collaboration Agreement \| Alfasigma
Development and Collaboration Agreement
Collaboration transaction price	$ 11,000,000.0
Option exercise fee	10,000,000.0
Non-refundable reimbursement fee	$ 1,000,000.0
Maximum potential payments receivable															26,800,000
Development and Commercialization Agreement \| Alfasigma
Development and Collaboration Agreement
Total revenue														$ 100,000	$ 10,700,000

Revenue - Janssen Biotech Agreement (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended								12 Months Ended
	Feb. 28, 2018	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Collaborative Arrangements and Co-Promote Agreement
Revenues		$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 29,499	$ 12,427	$ 26,150	$ 5,338	$ 71,857	$ 73,414	$ 60,370
Percentage of profit share	33.00%									35.00%
Revenue from collaborative arrangements										$ 26,464	31,245	130
Research and development										260,953	219,248	201,348
Janssen
Collaborative Arrangements and Co-Promote Agreement
Upfront payment receivable	$ 100,000									100,000
Percentage of profit share	67.00%
Maximum potential payments receivable	$ 900,000
Revenue from collaborative arrangements										26,426	31,096	31,053
Deferred revenue		$ 11,400								11,400
Research and development										$ 38,500	$ 39,900	$ 38,600
Janssen \| Collaborative Arrangement
Collaborative Arrangements and Co-Promote Agreement
Upfront payment receivable	100,000
Revenues	700,000
Collaborative arrangement, future development and commercialization milestones	700,000
Janssen \| Collaborative Arrangement \| TD-1473
Collaborative Arrangements and Co-Promote Agreement
Collaborative arrangement, opt in fee	$ 200,000

Revenue - Development and Commercialization Agreement (Details)	1 Months Ended				3 Months Ended								12 Months Ended
	Jun. 30, 2019 USD ($)	Apr. 30, 2018 plan	Feb. 28, 2018	Jan. 31, 2015	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Collaborative Arrangements and Co-Promote Agreement
Milestone payment					$ 18,730,000	$ 18,257,000	$ 15,008,000	$ 19,862,000	$ 29,499,000	$ 12,427,000	$ 26,150,000	$ 5,338,000	$ 71,857,000	$ 73,414,000	$ 60,370,000
Percentage of profit share			33.00%										35.00%
YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment					13,550,000	$ 12,960,000	$ 10,589,000	12,880,000	$ 10,352,000	$ 5,763,000	3,184,000	$ 1,000
Viatris
Collaborative Arrangements and Co-Promote Agreement
Upfront payment receivable	$ 18,500,000
Potential milestone or contingent payments								$ 1,500,000
Transaction price					34,200,000								$ 34,200,000
Number of performance obligations													2
Performance period (in years)				17 years									11 years
Deferred revenue					300,000								$ 300,000
Percentage of profit share													65.00%
Viatris \| Purchase Agreement
Collaborative Arrangements and Co-Promote Agreement
Premium proceeds from sale of ordinary shares																	$ 4,200,000
Viatris \| Development and Commercialization Agreement
Collaborative Arrangements and Co-Promote Agreement
Initial cash payment													$ 30,000,000.0				$ 15,000,000.0
Viatris \| Revefenacin Monotherapy (TD-4208)
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments					160,000,000.0								160,000,000.0
Viatris \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	9,000,000.0										9,000,000.0
Viatris \| YUPELRI Monotherapy \| Development and Commercialization Agreement
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments					160,000,000.0								160,000,000.0
Viatris \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	7,500,000				45,000,000.0						7,500,000		45,000,000.0
Viatris \| Milestone - 50% enrollment in Phase 3 twelve-month safety study \| Development and Commercialization Agreement
Collaborative Arrangements and Co-Promote Agreement
Milestone payment																$ 15,000,000.0
Viatris \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	37,500,000				205,000,000.0						37,500,000		205,000,000.0
Viatris \| Sales milestones \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments					150,000,000.0								150,000,000.0
Viatris \| Regulatory actions \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments					10,000,000.0								$ 10,000,000.0
Viatris \| Development and Sales Milestones \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	$ 54,000,000.0										$ 54,000,000.0
Pfizer
Collaborative Arrangements and Co-Promote Agreement
Initial cash payment														10,000,000.0
Number of performance obligations													2
Pfizer \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment														240,000,000.0
Alfasigma
Collaborative Arrangements and Co-Promote Agreement
Number of performance obligations \| plan		5
Performance period (in years)													6 years
Deferred revenue					$ 200,000								$ 200,000
Alfasigma \| Development and Commercialization Agreement
Collaborative Arrangements and Co-Promote Agreement
Milestone payment														$ 100,000	$ 10,700,000

Revenue - Condensed Statement Of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 26,464	$ 31,245	$ 130
Viatris collaboration agreement
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 43,893	13,664	3,275
Collaboration Loss		1,582	2,997
YUPELRI Monotherapy
Development and Collaboration Agreement
Percentage of net sales	35.00%
YUPELRI Monotherapy \| Viatris collaboration agreement
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 3,700	$ 19,300	$ 50,000
Percentage of net sales	35.00%	35.00%	35.00%

Revenue - Reimbursement of R and D Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Research and Development Reimbursement
Total reduction to R and D expense	$ 10,078	$ 5,589	$ 9,112
Janssen
Research and Development Reimbursement
Total reduction to R and D expense	8,554	5,129	1,597
Viatris
Research and Development Reimbursement
Total reduction to R and D expense	$ 1,524	$ 460	$ 7,515

Revenue - Revenue from Licensing Arrangements (Details) - USD ($)	1 Months Ended	3 Months Ended								12 Months Ended
	Jun. 30, 2019	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		$ 18,730,000	$ 18,257,000	$ 15,008,000	$ 19,862,000	$ 29,499,000	$ 12,427,000	$ 26,150,000	$ 5,338,000	$ 71,857,000	$ 73,414,000	$ 60,370,000
YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		13,550,000	$ 12,960,000	$ 10,589,000	12,880,000	$ 10,352,000	$ 5,763,000	3,184,000	$ 1,000
Viatris
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments					$ 1,500,000
Upfront payment receivable	$ 18,500,000
Number of performance obligations										2
Viatris \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	37,500,000	205,000,000.0						37,500,000		$ 205,000,000.0
Viatris \| Revefenacin Monotherapy (TD-4208)
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments		160,000,000.0								160,000,000.0
Viatris \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	9,000,000.0							9,000,000.0
Viatris \| YUPELRI Monotherapy \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments		150,000,000.0								150,000,000.0
Viatris \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	7,500,000	$ 45,000,000.0						7,500,000		$ 45,000,000.0
Viatris \| Future potential combination products \| Development and Sales Milestones
Collaborative Arrangements and Co-Promote Agreement
Potential milestone or contingent payments	$ 54,000,000.0							$ 54,000,000.0
Pfizer
Collaborative Arrangements and Co-Promote Agreement
Number of performance obligations										2
Pfizer \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment											$ 240,000,000.0

Sale of VIBATIV (Details) - USD ($) $ in Thousands			12 Months Ended
Sale of VIBATIV (Details) - USD ($) $ in Thousands	Nov. 12, 2018	Nov. 01, 2018	Dec. 31, 2018	Apr. 30, 2019
Sale of VIBATIV
Net gain upon sale of VIBATIV			$ 6,056
VIBATIV \| Disposed of by Sale
Sale of VIBATIV
Proceeds from the sale of assets	$ 20,000
Additional cash payment to the Company				$ 5,000
Tiered royalties (as a percent)		20.00%
Cumulative amount of royalties to be received		$ 100,000
VIBATIV \| Disposed of by Sale \| Interest and other income (expense), net
Sale of VIBATIV
Net gain upon sale of VIBATIV			$ 6,100
Transition-related costs	$ 1,100

Segment Information - Geographic region (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Segment Information
Total revenue	$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 29,499	$ 12,427	$ 26,150	$ 5,338	$ 71,857	$ 73,414	$ 60,370
United States
Segment Information
Total revenue									70,319	54,760	49,239
Europe
Segment Information
Total revenue									$ 1,538	$ 18,654	11,117
Asia
Segment Information
Total revenue											$ 14

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Segment Information - Percentage of Revenue (Details) - Total revenue - Customer concentration risk	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Viatris
Segment Information
Percentage of total revenues	63.00%	44.00%	0.00%
Janssen
Segment Information
Percentage of total revenues	37.00%	42.00%	51.00%
Pfizer
Segment Information
Percentage of total revenues	0.00%	14.00%	0.00%
Alfasigma
Segment Information
Percentage of total revenues	0.00%	0.00%	18.00%

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash and cash equivalents	$ 81,467	$ 58,064	$ 378,021
Restricted cash	833	833	833
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows	$ 82,300	$ 58,897	$ 378,854	$ 89,813
9.5% non-recourse notes due 2035
Interest rate (as a percent)	9.50%

Investments and Fair Value Measurements - Available-for-sale securities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Available for sale securities:
Amortized Cost	$ 211,427	$ 274,014
Gross Unrealized Gains	53	148
Gross Unrealized Losses	(6)	(3)
Estimated Fair Value	211,474	274,159
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	44,420	33,644
Estimated Fair Value Total	44,420	33,644
Gross unrealized lesser than 12 months	(6)	(3)
Gross unrealized loss, Total	(6)	(3)
Marketable securities
Available for sale securities:
Amortized Cost	211,427	238,278
Gross Unrealized Gains	53	148
Gross Unrealized Losses	(6)	(3)
Estimated Fair Value	211,474	238,423
US government securities \| Level 1
Available for sale securities:
Amortized Cost	75,036	100,746
Gross Unrealized Gains	34	108
Estimated Fair Value	75,070	100,854
US government agency securities \| Level 2
Available for sale securities:
Amortized Cost	74,971
Gross Unrealized Gains	18
Estimated Fair Value	74,989
Corporate notes
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	5,045	5,507
Estimated Fair Value Total	5,045	5,507
Gross unrealized lesser than 12 months	(1)	(1)
Gross unrealized loss, Total	(1)	(1)
Corporate notes \| Level 2
Available for sale securities:
Amortized Cost	5,046	25,466
Gross Unrealized Gains		9
Gross Unrealized Losses	(1)	(1)
Estimated Fair Value	5,045	25,474
Commercial paper
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	39,375	28,137
Estimated Fair Value Total	39,375	28,137
Gross unrealized lesser than 12 months	(5)	(2)
Gross unrealized loss, Total	(5)	(2)
Commercial paper \| Level 2
Available for sale securities:
Amortized Cost	56,374	112,066
Gross Unrealized Gains	1	31
Gross Unrealized Losses	(5)	(2)
Estimated Fair Value	$ 56,370	112,095
Money market funds \| Level 1
Available for sale securities:
Amortized Cost		35,736
Estimated Fair Value		$ 35,736

Investments and Fair Value Measurements - Convertible senior notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Maturity period for marketable securities
Maximum contractual maturity period	8 months
Weighted average contractual maturity period	3 months
Fair value transfers
Fair value of assets transferred from Level 1 to Level 2	$ 0	$ 0
Fair value of assets transferred from Level 2 to Level 1	0	0
Fair value of liabilities transferred from Level 1 to Level 2	0	0
Fair value of liabilities transferred from Level 2 to Level 1	0	$ 0
Unrealized losses
Net unrealized losses	0
Available-for-sale securities sold	$ 19,900

Debt (Details) - USD ($)			1 Months Ended			12 Months Ended
Debt (Details) - USD ($)	Feb. 28, 2020	Feb. 21, 2020	Feb. 29, 2020	Nov. 30, 2018	Nov. 30, 2016	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total long-term debt						$ 619,170,000	$ 455,041,000
Long-term debt interest expense
Stated coupon interest						42,625,000	28,811,000	$ 9,316,000
Interest shortfall on 2035 notes, net						17,643,000
Loss on extinguishment of debt						(15,464,000)
Amortization of deferred finance cost						1,960,000	3,051,000	$ 1,166,000
Issuer II Class C Units
Long-term debt interest expense
Percentage of economic interest		85.00%
Percentage of equity interest		75.00%
9.5% Non-Recourse 2035 Notes
Debt Instrument [Line Items]
Principal amount		$ 400,000,000.0				418,572,000
Less: 5% retained by the Company						(20,929,000)
Unamortized debt issuance costs						$ (3,847,000)
Long-term debt interest expense
Interest rate (as a percent)		9.50%				9.50%
Percentage of note to be sold		0.95%
Percentage of note to be retained		5.00%
Net principal		$ 17,600,000				$ 397,600,000
Estimated fair value						399,600,000
Unamortized debt issuance costs						3,847,000
9.0% Non-Recourse 2033 Notes
Debt Instrument [Line Items]
Principal amount							247,734,000
Less: 5% retained by the Company							(12,387,000)
Unamortized debt issuance costs						$ (1,589,000)	$ (6,196,000)
Long-term debt interest expense
Proceeds from issuance of debt				$ 250,000,000.0
Interest rate (as a percent)				9.00%		9.00%	9.00%
Loss on extinguishment of debt						$ 15,500,000
Unamortized debt issuance costs						1,589,000	$ 6,196,000
Unamortized deferred financing costs	$ 1,800,000
Creditors fees	$ 500,000			$ 4,400,000
Third party fees				$ 300,000
3.25% Convertible Senior Notes Due 2023
Debt Instrument [Line Items]
Principal amount						230,000,000	230,000,000
Less: 5% retained by the Company					$ (7,500,000)
Unamortized debt issuance costs						$ (3,037,000)	$ (4,110,000)
Long-term debt interest expense
Proceeds from issuance of debt					$ 222,500,000
Interest rate (as a percent)					3.25%	3.25%	3.25%
Unamortized debt issuance costs						$ 3,037,000	$ 4,110,000
Conversion rate, in shares						29.0276
Principal amount for conversion rate						$ 1,000
Conversion price (in dollars per share)						$ 34.45
Redemption price to principal amount, in percent						100.00%
3.25% Convertible Senior Notes Due 2023 \| Level 2
Long-term debt interest expense
Notes fair value						$ 217,900,000	$ 236,000,000.0
TRC
Long-term debt interest expense
Percentage of economic interest		85.00%				85.00%
Percentage of equity interest						85.00%
TRC \| Minimum
Long-term debt interest expense
Upward tiering royalties (as a percent)		6.50%
TRC \| Maximum
Long-term debt interest expense
Upward tiering royalties (as a percent)		10.00%
TRC \| Issuer II Class C Units
Long-term debt interest expense
Percentage of economic interest		63.75%
TRC \| Arbitration against Innoviva and TRC
Long-term debt interest expense
Percentage of economic interest						0.85%
Theravance Biopharma R&D, Inc. \| 9.5% Non-Recourse 2035 Notes
Long-term debt interest expense
Interest rate (as a percent)						5.00%
Theravance Biopharma R&D, Inc. \| 9.0% Non-Recourse 2033 Notes
Long-term debt interest expense
Interest rate (as a percent)				5.00%
Redemption price to principal amount, in percent			5.00%

Leases - General (Details) $ in Thousands	12 Months Ended
Leases - General (Details) $ in Thousands	Dec. 31, 2020 USD ($) ft² building Option	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Area of leased space	170,000
Number of building leased \| building	2
Tenant improvement allowance \| $	$ 12,053	$ 15,600
Number of options to extend \| Option	2
Option to extend	true
Renewal term	5 years
Ireland
Lessee, Lease, Description [Line Items]
Area of leased space	6,100
Option to terminate	true

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Assets and liabilities
Operating lease assets	$ 43,260	$ 46,604
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Operating lease assets	Operating lease assets
Operating lease liabilities, current	$ 9,867	$ 7,762
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Accrued Liabilities, Current	Other Accrued Liabilities, Current
Operating lease liabilities	$ 47,220	$ 47,725
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liabilities	Operating lease liabilities
Total operating lease liabilities	$ 57,087	$ 55,487

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 8,732	$ 8,123	$ 7,985
Selling, general and administrative
Lessee, Lease, Description [Line Items]
Operating lease expense	7,974	7,959	$ 7,985
Research and development
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 758	$ 164

Leases - Maturity of Lease Liabilities and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Nov. 30, 2018
Maturity of Lease Liabilities
2021	$ 10,330
2022	10,345
2023	10,134
2024	10,351
2025	10,649
Thereafter	49,309
Total operating lease payments	101,118
Less: Estimated tenant improvement allowance	(12,053)	$ (15,600)
Less: Imputed interest	(31,978)
Present value of operating lease liabilities	57,087	55,487
Operating cash flows from operating leases	$ 3,804	$ 7,210
Weighted-average remaining lease term (years)	9 years 1 month 6 days
Weighted-average discount rate	8.64%
9.0% Non-Recourse 2033 Notes
Maturity of Lease Liabilities
Interest rate (as a percent)	9.00%	9.00%	9.00%

Theravance Respiratory Company, LLC (Details)		1 Months Ended		3 Months Ended	12 Months Ended
Theravance Respiratory Company, LLC (Details)	Feb. 21, 2020	Oct. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Oct. 31, 2020 USD ($)
Theravance Respiratory Company, LLC
Equity method investments				$ 12,750,000	$ 12,750,000			$ 12,800,000
TRC
Theravance Respiratory Company, LLC
Percentage of equity interest				85.00%	85.00%
Percentage of economic interest	85.00%				85.00%
Number of fiscal quarters					4
Payments to Acquire Equity Method Investments		$ 15,000,000.0
Amount due				$ 53,800,000	$ 53,800,000
Royalty payments					68,400,000	$ 33,700,000	$ 11,200,000
Royalty expenses					2,200,000	$ 2,700,000
Termination fees					$ 8,500,000
TRC \| Arbitration against Innoviva and TRC
Theravance Respiratory Company, LLC
Percentage of economic interest					0.85%
Innoviva
Theravance Respiratory Company, LLC
Partial distribution of funds			$ 21,300,000	$ 2,500,000

Theravance Respiratory Company, LLC - Summary - Summary financial information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Summary financial information
Current assets	$ 393,341				$ 338,488				$ 393,341	$ 338,488
Current liabilities	123,571				111,703				123,571	111,703
Revenues	18,730	$ 18,257	$ 15,008	$ 19,862	29,499	$ 12,427	$ 26,150	$ 5,338	71,857	73,414	$ 60,370
Income from continuing operations and net income for the year ended	(58,434)	$ (73,643)	$ (62,887)	$ (83,053)	(65,606)	$ (58,431)	$ (39,838)	$ (72,580)	(278,017)	(236,455)	(215,524)
TRC
Summary financial information
Current assets	63,027				36,737				63,027	36,737
Non-current assets	16,959								16,959
Current liabilities	$ 508				$ 3,069				508	3,069
Income from continuing operations and net income for the year ended									81,662	39,653	13,261
TRC \| Royalties
Summary financial information
Revenues									73,089	$ 42,790	$ 13,379
TRC \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangements
Summary financial information
Revenues									$ 10,000

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References + Details

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

- Definition

Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.

+ References + Details

- Definition

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

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Property and Equipment
Property and equipment, gross	$ 62,230	$ 60,212
Less: accumulated depreciation	(45,808)	(47,568)
Property and equipment, net	16,422	12,644
Depreciation expense	3,300	3,300	$ 3,000
Computer equipment
Property and Equipment
Property and equipment, gross	2,314	2,119
Software
Property and Equipment
Property and equipment, gross	2,076	1,718
Furniture and fixtures
Property and Equipment
Property and equipment, gross	3,812	3,665
Laboratory equipment
Property and Equipment
Property and equipment, gross	29,753	30,546
Leasehold improvements
Property and Equipment
Property and equipment, gross	$ 24,275	$ 22,164

Share-Based Compensation - Theravance Biopharma Equity Plans (Details)		12 Months Ended
	Jun. 02, 2014 plan	Dec. 31, 2014 shares	Dec. 31, 2013 item shares
Share-Based Compensation
Number of plans \| plan	3
2013 EIP
Share-Based Compensation
Shares approved for grant (in shares)			5,428,571
2013 EIP \| Maximum
Share-Based Compensation
Shares that may be issued as percent of prior year outstanding shares			5.00%
Automatic increase in number of shares that may be issued			3,428,571
2013 EIP \| Options
Share-Based Compensation
Term (in years)			10 years
Vesting period			4 years
Period of forfeiture of unvested option upon termination of service		3 months
2013 EIP \| Options \| Vesting after one year
Share-Based Compensation
Vesting period			1 year
Vesting of RSU (as a percent)			25.00%
2013 EIP \| Options \| Monthly vesting over the remaining three years
Share-Based Compensation
Vesting period			3 years
Vesting of RSU (as a percent)			75.00%
2013 ESPP
Share-Based Compensation
Shares approved for grant (in shares)			857,142
Purchase price as a percentage of fair market value of stock			85.00%
Consecutive and overlapping offering periods			24 months
Number of purchase periods \| item			4
Duration of purchase period			6 months
Maximum contribution as percent of compensation			15.00%
2013 ESPP \| Maximum
Share-Based Compensation
Shares that may be issued as percent of prior year outstanding shares			1.00%
Automatic increase in number of shares that may be issued			571,428
2014 NEEIP
Share-Based Compensation
Shares approved for grant (in shares)		750,000
2014 NEEIP \| Options
Share-Based Compensation
Term (in years)		10 years
Vesting period		4 years
Period of forfeiture of unvested option upon termination of service		3 months
2014 NEEIP \| Options \| Vesting after one year
Share-Based Compensation
Vesting of RSU (as a percent)		25.00%
2014 NEEIP \| Options \| Monthly vesting over the remaining three years
Share-Based Compensation
Vesting of RSU (as a percent)		75.00%

Share-Based Compensation - Innoviva's Equity Plans (Details)	Jun. 02, 2014 plan
Share-Based Compensation
Number of plans	3
2012 Equity Incentive Plan
Share-Based Compensation
Number of plans	1
2012 Equity Incentive Plan \| Options
Share-Based Compensation
Term (in years)	10 years
Vesting period	4 years
Period of forfeiture of unvested option upon termination of service	3 months
Vesting after one year \| 2012 Equity Incentive Plan \| Options
Share-Based Compensation
Vesting of RSU (as a percent)	25.00%
Monthly vesting over the remaining three years \| 2012 Equity Incentive Plan \| Options
Share-Based Compensation
Vesting of RSU (as a percent)	75.00%

Share-Based Compensation - Employee Share Option Exchange Program (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-Based Compensation
Total share-based compensation expense	$ 62,976	$ 60,450	$ 51,313
Options
Share-Based Compensation
Total share-based compensation expense	$ 6,536	6,381	8,441
RSUs
Share-Based Compensation
RSUs issued (in shares)	2,576,326
Total share-based compensation expense	$ 49,803	$ 39,520	$ 34,077

Share-Based Compensation - Performance Contingent Awards (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
Share-Based Compensation
Total share-based compensation expense			$ 62,976	$ 60,450	$ 51,313
Research and development
Share-Based Compensation
Total share-based compensation expense			31,294	28,953	25,563
Selling, general and administrative
Share-Based Compensation
Total share-based compensation expense			$ 31,682	$ 31,497	25,750
Performance-Contingent Awards - RSAs
Share-Based Compensation
Shares approved for grant (in shares)						1,575,000
Vesting period						5 years
Awards outstanding (in shares)			414,000	776,250
Granted (in shares)			0
Performance-Contingent Awards - RSUs
Share-Based Compensation
Awards outstanding (in shares)			54,000	101,250
Granted (in shares)			70,000
Performance-Contingent Awards - RSUs \| Senior management
Share-Based Compensation
Shares approved for grant (in shares)						135,000
Performance-Contingent Awards - RSUs
Share-Based Compensation
Total share-based compensation expense			$ 1,000	$ 1,000
RSUs
Share-Based Compensation
Awards outstanding (in shares)			4,993,918	4,939,774
Total share-based compensation expense			$ 49,803	$ 39,520	34,077
Granted (in shares)			2,576,326
First tranche
Share-Based Compensation
Total share-based compensation expense					1,700
Second tranche
Share-Based Compensation
Total share-based compensation expense			$ 400	$ 1,900	$ 2,600
Third tranche
Share-Based Compensation
Total share-based compensation expense		$ 2,600
Third tranche \| Maximum potential expense
Share-Based Compensation
Total share-based compensation expense			400
Third tranche \| Maximum potential expense \| Research and development
Share-Based Compensation
Total share-based compensation expense			$ 100
Third tranche \| Maximum potential expense \| Selling, general and administrative
Share-Based Compensation
Total share-based compensation expense	$ 300

Share-Based Compensation - Summary of Other Individual Outstanding Performance-Contingent RSUs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense	$ 62,976	$ 60,450	$ 51,313
Employee Performance Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total Max. Expense	$ 500

Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-Based Compensation
Total share-based compensation expense	$ 62,976	$ 60,450	$ 51,313
Research and development
Share-Based Compensation
Total share-based compensation expense	31,294	28,953	25,563
Selling, general and administrative
Share-Based Compensation
Total share-based compensation expense	$ 31,682	$ 31,497	$ 25,750

Share-Based Compensation - Share Based Compensation Expense By Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-Based Compensation
Total share-based compensation expense	$ 62,976	$ 60,450	$ 51,313
Unrecognized compensation cost	114,725
Options
Share-Based Compensation
Total share-based compensation expense	6,536	6,381	8,441
Unrecognized compensation cost	$ 11,513
Weighted-average amortization period - years	2 years 7 months 13 days
RSUs
Share-Based Compensation
Total share-based compensation expense	$ 49,803	39,520	34,077
Unrecognized compensation cost	$ 101,588
Weighted-average amortization period - years	2 years 6 months 10 days
Performance-Contingent Awards - RSAs and RSUs
Share-Based Compensation
Total share-based compensation expense	$ 3,943	12,717	4,707
Unrecognized compensation cost	$ 502
Weighted-average amortization period - years	2 months 15 days
ESPP
Share-Based Compensation
Total share-based compensation expense	$ 2,694	1,768	3,351
Unrecognized compensation cost	$ 1,122
Weighted-average amortization period - years	7 months 13 days
Innoviva \| Options
Share-Based Compensation
Total share-based compensation expense			280
Innoviva \| Restricted shares
Share-Based Compensation
Total share-based compensation expense		$ 64	$ 457

Share-Based Compensation - Compensation Awards (Details) - 2013 EIP and 2014 NEEIP $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2020 USD ($) $ / shares shares
Number of Shares Subject To Outstanding Options
Balance at the beginning of period \| shares	2,950,472
Granted ( in shares) \| shares	600,300
Exercised (in shares) \| shares	(68,171)
Forfeited (in shares) \| shares	(183,422)
Balance at the end of period \| shares	3,299,179
Weighted-Average Exercise Price of Outstanding Options
Balance at the beginning of the period (in dollars per share) \| $ / shares	$ 24.75
Granted (in dollars per share) \| $ / shares	22.58
Exercised (in dollars per share) \| $ / shares	19.96
Forfeited (in dollars per share) \| $ / shares	22.49
Balance at the end of the period (in dollars per share) \| $ / shares	$ 24.58
Additional disclosures
Aggregate intrinsic value of options outstanding \| $	$ 1.2
Aggregate intrinsic value of options exercisable \| $	0.8
Total estimated fair value of options vested \| $	$ 6.4

Share-Based Compensation - RSU and RSA activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
RSUs
RSU and RSA activity ( including Performance RSUs and RSAs)
Outstanding at beginning of year	4,939,774
Granted (in shares)	2,576,326
Released (in shares)	(1,907,307)
Forfeited (in shares)	(614,875)
Outstanding at end of year	4,993,918	4,939,774
Additional disclosures
Aggregate intrinsic value outstanding	$ 88.7
Total estimated fair value of RSUs vested	$ 46.8	$ 32.4
Performance-Contingent Awards - RSAs
RSU and RSA activity ( including Performance RSUs and RSAs)
Outstanding at beginning of year	776,250
Granted (in shares)	0
Released (in shares)	(362,250)
Forfeited (in shares)	0
Outstanding at end of year	414,000	776,250
Additional disclosures
Aggregate intrinsic value outstanding	$ 7.4

Share-Based Compensation - Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Weighted-average assumptions
Expected volatility, maximum (as a percent)	53.00%
Options
Weighted-average assumptions
Risk-free interest rate, minimum (as a percent)	0.30%	1.60%	2.30%
Risk-free interest rate, maximum (as a percent)	1.70%	2.50%	3.00%
Expected term (in years)		6 years	6 years
Expected volatility, minimum (as a percent)	50.00%	51.00%	53.00%
Expected volatility, maximum (as a percent)		53.00%	54.00%
Weighted-average estimated fair value (in dollars per share)	$ 11.03	$ 10.20	$ 14.32
Minimum \| Options
Weighted-average assumptions
Expected term (in years)	5 years 2 months 12 days
Maximum \| Options
Weighted-average assumptions
Expected term (in years)	6 years 1 month 6 days
2013 ESPP
Weighted-average assumptions
Risk-free interest rate, minimum (as a percent)	0.10%	1.50%	2.10%
Risk-free interest rate, maximum (as a percent)	0.20%	2.40%	2.80%
Expected volatility, minimum (as a percent)	53.00%	40.00%	42.00%
Expected volatility, maximum (as a percent)	76.00%	48.00%	53.00%
Weighted-average estimated fair value (in dollars per share)	$ 8.04	$ 6.17	$ 9.13
2013 ESPP \| Minimum
Weighted-average assumptions
Expected term (in years)	6 months	6 months	6 months
2013 ESPP \| Maximum
Weighted-average assumptions
Expected term (in years)	2 years	2 years	2 years

Income Taxes - Components of loss before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Loss before income taxes	$ (286,537)	$ (241,677)	$ (226,085)
Cayman Islands
Income Taxes
Loss before income taxes	37,567	11,779	14,838
United States
Income Taxes
Loss before income taxes	(46,500)	(99,225)	(69,695)
Ireland
Income Taxes
Loss before income taxes	(277,105)	(154,217)	(171,134)
United Kingdom
Income Taxes
Loss before income taxes	$ (499)	$ (14)	$ (94)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Income Taxes - Components of provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Provision for income tax benefit (expense)
Current	$ 8,520	$ 5,222	$ 10,561
Income tax provision	$ (8,520)	$ (5,222)	$ (10,561)
Effective tax rate (as a percent)	2.97%	2.16%	4.67%
Provision for income taxes on undistributed earnings of foreign subsidiaries	$ 0
Undistributed earnings	0
United States
Provision for income tax benefit (expense)
Current	8,545	$ 5,210	$ 10,563
Ireland
Provision for income tax benefit (expense)
Current	$ (13)
Effective tax rate (as a percent)	2.97%	2.16%	4.67%
United Kingdom
Provision for income tax benefit (expense)
Current	$ (12)	$ 12	$ (2)

- Definition

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

+ References + Details

Income Taxes - Irish statutory rate reconciliation (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
The differences between the U.S. federal statutory income tax rate to the Company's effective tax rate
Effective tax rate (as a percent)	2.97%	2.16%	4.67%
Ireland
The differences between the U.S. federal statutory income tax rate to the Company's effective tax rate
Provision at statutory income tax rate (as a percent)	25.00%	25.00%	25.00%
Foreign rate differential (as a percent)	(11.49%)	(6.96%)	(7.51%)
Share-based compensation (as a percent)	0.75%	(1.17%)	0.28%
Non-deductible executive compensation (as a percent)	(0.63%)	(0.51%)	(0.72%)
Uncertain tax positions (as a percent)	(1.26%)	(0.63%)	(4.00%)
Research and development tax credit carryforwards (as a percent)	1.83%	2.50%	1.79%
Foreign exchange loss (as a percent)			8.52%
Intangible asset	10.01%
Change in valuation allowance (as a percent)	(20.56%)	(14.90%)	(18.82%)
Other (as a percent)	(0.68%)	(1.17%)	0.13%
Effective tax rate (as a percent)	2.97%	2.16%	4.67%

Income Taxes - Deferred income taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 82,821	$ 58,161
Capital loss carryforwards	19,409	19,409
Research and development tax credit carryforwards	24,075	15,723
Fixed assets and intangibles	310,187	285,341
Share-based compensation	15,087	15,480
Accruals	8,145	8,245
Operating lease liabilities	11,662	11,358
Other	346	7
Subtotal	471,732	413,724
Valuation allowance	(462,711)	(403,836)
Total deferred tax assets	9,021	9,888
Deferred tax liabilities:
Operating lease assets	(8,680)	(9,429)
Prepaid assets	(341)	(459)
Total deferred tax liabilities	(9,021)	(9,888)
Information related to valuation allowance
Valuation allowance	462,711	$ 403,836
Ireland
Information related to valuation allowance
Net operating loss carryforwards	565,800
Capital loss carryforwards \| Ireland
Information related to valuation allowance
Tax credit carryforward amount	58,800
Federal
Information related to valuation allowance
Net operating loss carryforwards	209,800
Operating loss available	164,900
Federal \| Research and Development
Information related to valuation allowance
Tax credit carryforward amount	21,100
State
Information related to valuation allowance
Net operating loss carryforwards	70,900
State \| Research and Development
Information related to valuation allowance
Tax credit carryforward amount	$ 21,200

Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Gross unrecognized tax benefits
Unrecognized tax benefits at the beginning of the period	$ 58,763	$ 52,404
Gross decrease in tax positions for prior years	(8,059)	(2,010)
Gross increase in tax positions for current year	12,743	8,369
Unrecognized tax benefits at the end of the period	$ 63,447	$ 58,763

Income Taxes - US Tax Reform (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Unrecognized Tax Benefits	$ 63,447	$ 58,763	$ 52,404

Commitments and Contingencies - Performance-Contingent Awards (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2016
Commitments and Contingencies
Guarantees and Indemnifications Liability	$ 0.0	$ 0.0
Long-Term Retention and Incentive Cash Bonus Awards \| Employee
Commitments and Contingencies
Service-based vesting period				5 years
Long-Term Retention and Incentive Cash Bonus Awards \| First tranche
Commitments and Contingencies
Cash bonus awards recognized			$ 3.5
Long-Term Retention and Incentive Cash Bonus Awards \| Second tranche
Commitments and Contingencies
Cash bonus awards recognized	0.5	2.4	$ 1.9
Long-Term Retention and Incentive Cash Bonus Awards \| Third tranche
Commitments and Contingencies
Cash bonus awards recognized	2.8	$ 11.8
Maximum potential of compensation expenses	0.4
Long-Term Retention and Incentive Cash Bonus Awards \| Third tranche \| Research and development
Commitments and Contingencies
Maximum potential of compensation expenses	0.3
Long-Term Retention and Incentive Cash Bonus Awards \| Third tranche \| Selling, general and administrative
Commitments and Contingencies
Maximum potential of compensation expenses	$ 0.1

Public Offering of Ordinary Shares - (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Feb. 14, 2020	Dec. 31, 2020
Public Offering of Ordinary Shares
Net proceeds from sale of ordinary shares (in shares)	5,500,000
Share price (in dollars per share)	$ 27.00
Proceeds from sale of ordinary shares	$ 148,500	$ 139,915

Reduction in Workforce (Details) $ in Millions	1 Months Ended	12 Months Ended
Reduction in Workforce (Details) $ in Millions	Jan. 31, 2019 individual	Dec. 31, 2019 USD ($)
Reduction in Workforce
Number of headcount reduced by Company on sale of VIBATIV \| individual	51
Severance related charges \| $		$ 3.5

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended								12 Months Ended
	Feb. 28, 2018	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Total revenue		$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 29,499	$ 12,427	$ 26,150	$ 5,338	$ 71,857	$ 73,414	$ 60,370
Costs and expenses		95,220	94,872	87,184	92,338	100,071	77,628	68,626	79,004	369,614	325,329	299,121
Loss from operations		(76,490)	(76,615)	(72,176)	(72,476)	(70,572)	(65,201)	(42,476)	(73,666)	(297,757)	(251,915)	(238,751)
Net loss		$ (58,434)	$ (73,643)	$ (62,887)	$ (83,053)	$ (65,606)	$ (58,431)	$ (39,838)	$ (72,580)	$ (278,017)	$ (236,455)	$ (215,524)
Basic and diluted net loss per share (in dollars per share)		$ (0.92)	$ (1.16)	$ (1.00)	$ (1.40)	$ (1.17)	$ (1.05)	$ (0.72)	$ (1.32)	$ (4.46)	$ (4.25)	$ (3.99)
Percentage of profit share	33.00%									35.00%
YUPELRI Monotherapy
Total revenue		$ 13,550	$ 12,960	$ 10,589	$ 12,880	$ 10,352	$ 5,763	$ 3,184	$ 1
Percentage of Net Sales										35.00%
Viatris
Percentage of profit share										65.00%

- Definition

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