0001558370-21-010555 | 10-Q | XBRL Viewer

Theravance Respiratory Company, LLC

6 Months Ended

Jun. 30, 2021

7. 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 condensed consolidated financial statements. TRC is recognized in the Company’s condensed consolidated financial statements under the equity method of accounting.

For the three and six months ended June 30, 2021, the Company recognized net royalty income of $21.9 million and $38.5 million, respectively, in the condensed 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 $0.3 million and $3.1 million for the three and six months ended June 30, 2021, respectively. The share of TRC expenses for the three and six months ended June 30, 2021 was primarily comprised of TRC legal and related fees associated with the most recent arbitration between Innoviva, as the manager of TRC, and TRC and the Company (see below for more information regarding the arbitration).

For the three and six months ended June 30, 2020, the Company recognized net royalty income of $21.4 million and $34.9 million, respectively. These amounts were recorded net of the Company’s share of TRC’s expenses of $0.4 million and $0.6 million for the three and six months ended June 30, 2020, respectively.

For the three and six months ended June 30, 2021, the Company also recognized a net unrealized loss of $0.2 million and a net unrealized gain of $0.3 million, respectively, associated with the estimated fair market value of certain equity investments made by TRC.

As of June 30, 2021, the amounts due from TRC of $27.7 million were recorded as a current asset in the condensed consolidated balance sheets within “Amounts due from TRC, LLC”. In addition, the Company has recorded $35.8 million as a long-term asset within “Equity in net assets of TRC, LLC” in the condensed consolidated balance sheets which represented its share of TRC’s net assets including funds withheld by TRC for future investments.

TRC’s summarized income statement information is presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Royalty revenue and gross profit	$	26,386	$	25,633	$	48,470	$	41,768
Income from continuing operations		26,050		25,153		44,853		41,017
Net income	$	25,796	$	25,154	$	44,116	$	41,054

On June 10, 2020, the Company disclosed in a Form 8-K that it had formally objected to TRC and Innoviva, 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 this regard, the Company initiated an arbitration proceeding in October 2020 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 that it believes is consistent with the TRC LLC Agreement and its 85% economic interest in TRC. The arbitration hearing was held during the week of February 16, 2021, with post-hearing briefing and arguments taking place over the following few weeks.

On March 30, 2021, the arbitrator ruled that, at its current levels of investment, Innoviva and TRC had not breached the TRC LLC Agreement. The arbitrator further ruled that Innoviva and TRC had not breached the implied covenant of good faith and fair dealing; or their fiduciary duties. The arbitrator also ruled that (i) Innoviva is entitled to indemnification from TRC for all legal fees and expenses reasonably incurred in the arbitration and (ii) the Company is entitled to indemnification from TRC for legal fees and costs incurred in defending an action Innoviva brought against it in the Delaware Court of Chancery. The arbitrator noted in the ruling that although the Company failed to show that Innoviva’s investment activities, at the current levels of investment, have or will have a material and adverse effect on its economic interest in TRC, this does not mean that any future investments or actions will not require the Company’s consent. The arbitrator noted in the ruling that the Company may, in the future, have a consent right over the decision to continue this investment strategy or whether to make a particular investment if, for example, Innoviva develops a track record of poor investments, over allocates royalties to these investment activities, or fails to distribute sufficient investment returns, and such facts cause the strategy or investment to have a material adverse effect on the Company’s economic interest in TRC.

Pursuant to the terms of the TRC LLC Agreement, Innoviva is required to deliver to the Company a draft quarterly financial plan 30 days prior to the end of each fiscal quarter covering the next fiscal quarter. As previously disclosed, on June 2, 2021, the Company received from Innoviva the draft TRC quarterly financial plan for the quarter ending September 30, 2021. The draft financial plan noted that Innoviva intends to invest TRC funds into two private companies and incur significant fees and costs associated with these possible investments. The Company provided comments to TRC regarding these proposed actions by TRC with Innoviva, and objected to the withholding of funds by TRC for these and similar investments. While the LLC Agreement provides that Innoviva must consider in good faith any comments the Company provides, the financial plan became effective 30 days after the draft plan was provided to the Company. If, as reflected in the draft plan, TRC makes these contemplated investments and incurs the associated fees and costs as well as the other costs identified in the plan, distributions by TRC to its members in the third quarter of 2021 will be reduced substantially.

The Company’s objections with regard to the TRC quarterly plan or other actions by TRC could result in additional legal proceedings between the Company, TRC and Innoviva, as was the case when the Company initiated arbitration proceedings against Innoviva and TRC in May 2019 and again in October 2020. Any such legal proceedings could divert the attention of management and cause the Company to incur significant costs, regardless of the outcome, which the Company cannot predict. If such proceedings were pursued, there can be no assurance that they would result in the Company receiving additional distributions from TRC. An adverse result could materially and adversely affect the funds that the Company would otherwise expect to receive from TRC in the future.

Theravance Respiratory Company, LLC (Tables)

6 Months Ended

Jun. 30, 2021

Theravance Respiratory Company, LLC

Summary financial information


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Royalty revenue and gross profit	$	26,386	$	25,633	$	48,470	$	41,768
Income from continuing operations		26,050		25,153		44,853		41,017
Net income	$	25,796	$	25,154	$	44,116	$	41,054

Net Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Numerator:
Net loss	$ (52,405)	$ (62,887)	$ (132,084)	$ (145,940)
Denominator:
Weighted-average ordinary shares outstanding	65,669	63,275	65,199	61,676
Less: weighted-average ordinary shares subject to forfeiture		(414)	(114)	(514)
Weighted-average ordinary shares used to compute basic and diluted net loss per share	65,669	62,861	65,085	61,162
Basic and diluted net loss per share	$ (0.80)	$ (1.00)	$ (2.03)	$ (2.39)

- Definition

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

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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities
Net loss	$ (132,084)	$ (145,940)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,926	4,034
Amortization and accretion income, net	31	(854)
Share-based compensation	30,773	31,861
Amortization of right-of-use assets	1,752	1,420
Undistributed earnings from TRC, LLC	2,986	(6,934)
Interest shortfall on 2035 notes, net		1,093
Loss on extinguishment of debt		15,464
Other	(168)	(4)
Changes in operating assets and liabilities:
Receivables from collaborative and licensing arrangements	3,648	10,583
Prepaid clinical and development services	4,461	(5,775)
Other prepaid and current assets	(1,993)	(264)
Other assets	997	(373)
Accounts payable	4,026	6,012
Accrued personnel-related expenses, accrued clinical and development expenses, and other accrued liabilities	(33,125)	(5,753)
Accrued interest payable	(74)	(1,957)
Deferred revenue	(5,852)	(12,120)
Operating lease liabilities	1,718	885
Other long-term liabilities		175
Net cash used in operating activities	(119,978)	(108,447)
Investing activities
Purchases of property and equipment	(1,923)	(3,322)
Purchases of marketable securities	(40,014)	(280,495)
Maturities of marketable securities	191,400	155,703
Proceeds from the sale of marketable securities		19,927
Proceeds from the sale of property and equipment		1
Net cash provided by (used in) investing activities	149,463	(108,186)
Financing activities
Proceeds from the sale of ordinary shares, net	108,180	139,915
Proceeds from issuance of 2035 notes, net		380,000
Payment of issuance costs on 2035 notes		(5,326)
Payment of redemption premium on 2033 notes		(11,470)
Principal payment on 2033 notes	(10,730)	(235,347)
Proceeds from ESPP purchases	2,862	2,545
Proceeds from option exercises	5	936
Repurchase of shares to satisfy tax withholding	(6,320)	(7,948)
Net cash provided by financing activities	93,997	263,305
Net increase in cash, cash equivalents, and restricted cash	123,482	46,671
Cash, cash equivalents, and restricted cash at beginning of period	82,300	58,897
Cash, cash equivalents, and restricted cash at end of period	205,782	105,568
Supplemental disclosure of cash flow information
Cash paid for interest	22,490	20,287
Cash paid for income taxes, net	$ 12	$ 14

Revenue

6 Months Ended

Jun. 30, 2021

Revenue

Revenue

3. Revenue

Revenue from Collaborative Arrangements

The Company recognized revenues from its collaborative arrangements as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Janssen	$	1,971	$	5,479	$	5,833	$	12,101
Other		9		9		19		19
Total collaboration revenue	$	1,980	$	5,488	$	5,852	$	12,120

All of the recognized revenues from the Company’s collaborative arrangements presented above were included in deferred revenue at the beginning of the respective periods.

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 three and six months ended June 30, 2021, the Company recognized $2.0 million and $5.8 million, respectively, as revenue from collaboration arrangements related to the Janssen Agreement. The remaining transaction price of $5.6 million, related to the $100.0 million upfront payment, was recorded in deferred revenue on the condensed consolidated balance sheets and will be recognized as collaboration revenue as the research and development services are delivered over the Phase 2 development period which is currently expected to continue through the late fourth quarter of 2021 or early first quarter of 2022. 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 three and six months ended June 30, 2021, the Company incurred $6.1 million and $13.5 million, respectively, in research and development costs related to the Janssen Agreement. For the three and six months ended June 30, 2020, the Company incurred $9.0 million and $19.2 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.

As of June 30, 2021, 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, which included the delivery by the Company of a license to Viatris to develop and commercialize revefenacin in exchange for $15.0 million received in 2015, 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 with the $15.0 million for the delivery of the license as the transaction price.

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 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 condensed 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 condensed consolidated statements of operations as revenue from “Viatris collaboration agreement” irrespective of whether the overall collaboration is profitable. Amounts payable to Viatris, if any, in connection with the commercialization of YUPELRI are recorded within the condensed 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 in the Company’s condensed consolidated statements of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Viatris collaboration agreement - Amounts receivable from Viatris	$	10,934	$	9,520	$	21,319	$	21,250

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 three and six months ended June 30, 2021 of $14.6 million and $27.5 million, respectively, before deducting shared expenses.

For the three and six months ended June 30, 2020, the Company’s implied 35% share of net sales of YUPELRI was $10.6 million and $23.5 million, respectively, before deducting shared expenses.

Reimbursement of R&D Expense

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 expense related to the reimbursement payments:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Janssen	$	1,193	$	1,563	$	2,525	$	2,770
Viatris		67		351		161		1,622
Total reduction to R&D expense, net	$	1,260	$	1,914	$	2,686	$	4,392

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.

- 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
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Jun. 30, 2021	Dec. 31, 2020
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	73,470	64,328
Ordinary shares, outstanding shares	73,470	64,328

Revenue - Condensed Statement Of Operations (Details) - Viatris collaboration agreement - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 10,934	$ 9,520	$ 21,319	$ 21,250
YUPELRI Monotherapy
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 14,600	$ 10,600	$ 27,500	$ 23,500
Percentage of net sales			35.00%	35.00%

Investments and Fair Value Measurements - Convertible senior notes (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Maturity period for marketable securities
Maximum contractual maturity period		6 months
Weighted average contractual maturity period		1 month
Fair value transfers
Fair value of assets transferred from Level 1 to Level 2		$ 0
Unrealized losses
Net unrealized losses		$ 0
Available-for-sale securities sold	$ 5,000		$ 19,900

Investments and Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2021

Investments and Fair Value Measurements

Schedule of available-for-sale securities


		June 30, 2021
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	20,014	$	3	$	—	$	20,017
Commercial paper	Level 2		52,868		5		—		52,873
Marketable securities			72,882		8		—		72,890
Money market funds	Level 1		162,607		—		—		162,607
Total		$	235,489	$	8	$	—	$	235,497


		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

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)

Net Loss per Share (Tables)

6 Months Ended

Jun. 30, 2021

Net Loss per Share

Schedule of basic and diluted net loss per share


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2021		2020		2021		2020
Numerator:
Net loss	$	(52,405)	$	(62,887)	$	(132,084)	$	(145,940)
Denominator:
Weighted-average ordinary shares outstanding		65,669		63,275		65,199		61,676
Less: weighted-average ordinary shares subject to forfeiture		—		(414)		(114)		(514)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		65,669		62,861		65,085		61,162
Basic and diluted net loss per share	$	(0.80)	$	(1.00)	$	(2.03)	$	(2.39)

Schedule of anti-dilutive securities


	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2021	2020	2021	2020
Share issuances under equity incentive plans and ESPP	6,228	5,713	8,307	5,741
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676	6,676
Total	12,904	12,389	14,983	12,417

Investments and Fair Value Measurements

6 Months Ended

Jun. 30, 2021

Investments and Fair Value Measurements

Investments and Fair Value Measurements

5. 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:


		June 30, 2021
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	20,014	$	3	$	—	$	20,017
Commercial paper	Level 2		52,868		5		—		52,873
Marketable securities			72,882		8		—		72,890
Money market funds	Level 1		162,607		—		—		162,607
Total		$	235,489	$	8	$	—	$	235,497


		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

As of June 30, 2021, all of the Company’s available-for-sale securities had contractual maturities within 6 months and the weighted-average maturity of marketable securities was approximately 1 month. 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 three and six months ended June 30, 2021.

As of June 30, 2021, the Company did not have any available-for-sale debt securities with unrealized losses. Available-for-sale debt securities with unrealized losses as of December 31, 2020 is 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)

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 June 30, 2021.

As of June 30, 2021, the Company’s accumulated other comprehensive income on its condensed consolidated balance sheets consisted of net unrealized gains on available-for-sale investments. For the three and six months ended June 30, 2021, the Company did not sell any marketable securities, and for the three and six months ended June 30, 2020, the Company sold marketable securities for total proceeds of $5.0 million and $19.9 million, respectively, and recognized minimal net realized gains from the sales based on the specific identification method.

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2021	Jul. 30, 2021
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
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	PO 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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Title of 12(b) Security	Ordinary Share $0.00001 Par Value
Trading Symbol	TBPH
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		73,470,151
Entity Central Index Key	0001583107
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Amendment Flag	false

Organization and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2021

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 condensed consolidated financial information as of June 30, 2021, and for the three and six months ended June 30, 2021 and 2020 is unaudited but includes all adjustments (consisting only of normal recurring adjustments), which are considered necessary for a fair presentation of the financial position at such date and of the operating results and cash flows for those periods, and have been prepared in accordance with United States (“US”) generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated December 31, 2020 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021.

The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other interim period or for any future period. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and intercompany transactions and balances have been eliminated.

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 condensed 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.

Significant Accounting Policies

There have been no material revisions in the Company’s significant accounting policies described in Note 1 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020.

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“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 the 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 became effective for annual reporting periods and interim periods within those years beginning after December 15, 2020. The

adoption of ASU 2019-12 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

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 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 condensed 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 condensed consolidated financial statements and related disclosures.

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2021
Organization and Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The Company’s condensed consolidated financial information as of June 30, 2021, and for the three and six months ended June 30, 2021 and 2020 is unaudited but includes all adjustments (consisting only of normal recurring adjustments), which are considered necessary for a fair presentation of the financial position at such date and of the operating results and cash flows for those periods, and have been prepared in accordance with United States (“US”) generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated December 31, 2020 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2021. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, or for any other interim period or for any future period. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and intercompany transactions and balances have been eliminated.
Use of Estimates	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 condensed 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.
Significant Accounting Policies	Significant Accounting Policies There have been no material revisions in the Company’s significant accounting policies described in Note 1 to the consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2020.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“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 the 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 became effective for annual reporting periods and interim periods within those years beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted 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 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 condensed 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 condensed consolidated financial statements and related disclosures.

Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt

Schedule of debt


	June 30,
(In thousands)	2021
9.5% Non-Recourse 2035 Notes:
Principal amount	$	407,277
Less: 5% retained by the Company		(20,364)
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(3,470)
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,433)
		382,010
3.25% Convertible 2023 Notes:
Principal amount		230,000
Unamortized debt issuance costs		(2,501)
		227,499

Total debt	$	609,509

- 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.

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+ Details

Public Offering of Ordinary Shares

6 Months Ended

Jun. 30, 2021

Public Offering of Ordinary Shares

Stockholders' Equity Note Disclosure [Text Block]

10. Public Offering of Ordinary Shares

On June 29, 2021, the Company sold 6,700,000 ordinary shares at a price to the public of $15.00 per share (the “Shares”). Under the terms of the underwriting agreement, on June 29, 2021, the underwriters also exercised a 30-day option

to purchase an additional 1,005,000 ordinary shares for a total of 7,705,000 ordinary shares sold. The total gross proceeds to the Company from the offering were approximately $115.6 million, before deducting underwriting discounts and commissions and estimated 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.

Public Offering of Ordinary Shares - (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	6 Months Ended
	Jun. 29, 2021	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	7,705,000
Share price (in dollars per share)	$ 15.00
Proceeds from sale of ordinary shares	$ 115,600	$ 108,180	$ 108,180	$ 139,915
Over allotment option
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	1,005,000
Option to purchase additional shares, number of days	30 days
Public Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	6,700,000

Share-Based Compensation - Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
Share-Based Compensation - Expense (Details) - USD ($)	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Share-Based Compensation
Total share-based compensation expense	$ 14,941,000	$ 16,585,000	$ 30,773	$ 31,861,000
Performance-Contingent Awards - RSUs
Share-Based Compensation
Total share-based compensation expense	$ 100,000	$ 1,100,000	600,000	$ 2,400,000
Performance-Contingent Awards - RSUs \| Maximum potential expense
Share-Based Compensation
Total share-based compensation expense			$ 600,000

Revenue - Reimbursement of R and D Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Research and Development Reimbursement
Total reduction to R and D expense	$ 1,260	$ 1,914	$ 2,686	$ 4,392
Janssen
Research and Development Reimbursement
Total reduction to R and D expense	1,193	1,563	2,525	2,770
Viatris
Research and Development Reimbursement
Total reduction to R and D expense	$ 67	$ 351	$ 161	$ 1,622

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Cash and cash equivalents	$ 204,949	$ 81,467	$ 104,735
Restricted cash	833		833
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows	$ 205,782	$ 82,300	$ 105,568	$ 58,897
9.5% non-recourse notes due 2035
Interest rate (as a percent)	9.50%

Revenue - Janssen Biotech Agreement (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2018	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Collaborative Arrangements and Co-Promote Agreement
Revenues		$ 12,914	$ 15,008	$ 27,171	$ 34,870
Percentage of profit share	33.00%			35.00%
Research and development		51,093	62,404	$ 118,692	128,417
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		1,971	5,479	5,833	12,101
Deferred revenue		5,600		5,600
Research and development		$ 6,100	$ 9,000	$ 13,500	$ 19,200
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 \| Izencitinib
Collaborative Arrangements and Co-Promote Agreement
Collaborative arrangement, opt in fee	$ 200,000

Revenue - Revenue from Collaborative Arrangements (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Janssen
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	$ 1,971	$ 5,479	$ 5,833	$ 12,101
Other
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	9	9	19	19
Collaborative revenue
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	$ 1,980	$ 5,488	$ 5,852	$ 12,120

Cash, Cash Equivalents, and Restricted Cash

6 Months Ended

Jun. 30, 2021

Cash, Cash Equivalents, and Restricted Cash

Cash, Cash Equivalents, and Restricted Cash

4. 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 condensed consolidated balance sheets that sum to the total of the same such amount shown on the condensed consolidated statements of cash flows.


	June 30,
(In thousands)	2021		2020
Cash and cash equivalents	$	204,949	$	104,735
Restricted cash		833		833
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows	$	205,782	$	105,568

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 also maintained restricted cash for debt servicing of its 9.5% non-recourse 2035 notes. See “Note 6. 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 condensed consolidated balance sheets.

Theravance Respiratory Company, LLC - Summary - Summary financial information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Feb. 21, 2020
Summary financial information
Current assets	$ 333,180		$ 333,180		$ 393,341
Current liabilities	67,127		67,127		$ 123,571
Revenues	12,914	$ 15,008	27,171	$ 34,870
Operating Income (Loss)	(64,110)	(72,176)	(148,002)	(144,652)
Net income	(52,405)	(62,887)	(132,084)	(145,940)
TRC
Summary financial information
Operating Income (Loss)	25,153	26,050	44,853	41,017
Net income	$ 25,154	25,796	$ 44,116	41,054
Percentage of equity interest	85.00%		85.00%			85.00%
TRC \| Royalties
Summary financial information
Revenues	$ 25,633	$ 26,386	$ 48,470	$ 41,768

- 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

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.

+ References

+ Details

- 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
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Revenue - Revenue from Licensing Arrangements (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		6 Months Ended
	Mar. 31, 2020	Jun. 30, 2019	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Collaborative Arrangements and Co-Promote Agreement
Milestone payment			$ 12,914	$ 15,008	$ 27,171	$ 34,870
Viatris
Collaborative Arrangements and Co-Promote Agreement
Upfront payment receivable		$ 18,500
Milestone payment	$ 1,500
Viatris \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		37,500			205,000
Viatris \| Revefenacin Monotherapy (TD-4208)
Collaborative Arrangements and Co-Promote Agreement
Milestone payment					160,000
Viatris \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		9,000
Viatris \| YUPELRI Monotherapy \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment					150,000
Viatris \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		7,500			$ 45,000
Viatris \| Future potential combination products \| Development and Sales Milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		$ 54,000

- Definition

+ References

+ Details

Net Loss per Share

6 Months Ended

Jun. 30, 2021

Net Loss per Share

Net Loss per Share

2. 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.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2021		2020		2021		2020
Numerator:
Net loss	$	(52,405)	$	(62,887)	$	(132,084)	$	(145,940)
Denominator:
Weighted-average ordinary shares outstanding		65,669		63,275		65,199		61,676
Less: weighted-average ordinary shares subject to forfeiture		—		(414)		(114)		(514)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		65,669		62,861		65,085		61,162
Basic and diluted net loss per share	$	(0.80)	$	(1.00)	$	(2.03)	$	(2.39)

For the three and six months ended June 30, 2021 and 2020, 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:


	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2021	2020	2021	2020
Share issuances under equity incentive plans and ESPP	6,228	5,713	8,307	5,741
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676	6,676
Total	12,904	12,389	14,983	12,417

Share-Based Compensation

6 Months Ended

Jun. 30, 2021

Share-Based Compensation

Share-Based Compensation

8. Share-Based Compensation

The Company periodically grants performance-contingent share-based awards to employees. For the three and six months ended June 30, 2021, the Company recognized $0.1 million and $0.6 million, respectively, of share-based compensation expense related to these types of awards. As of June 30, 2021, the maximum remaining share-based compensation expense related to outstanding performance-contingent awards was $0.6 million which had performance expiration dates through June 2022. For the three and six months ended June 30, 2020, the Company recognized $1.1 million and $2.4 million, respectively, of share-based compensation expense related to performance-contingent share-based awards.

Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Revenue

Schedule of revenue recognized from collaborative arrangements


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Janssen	$	1,971	$	5,479	$	5,833	$	12,101
Other		9		9		19		19
Total collaboration revenue	$	1,980	$	5,488	$	5,852	$	12,120

Summary of profit sharing revenue and collaboration loss


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Viatris collaboration agreement - Amounts receivable from Viatris	$	10,934	$	9,520	$	21,319	$	21,250

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


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2021		2020		2021		2020
Janssen	$	1,193	$	1,563	$	2,525	$	2,770
Viatris		67		351		161		1,622
Total reduction to R&D expense, net	$	1,260	$	1,914	$	2,686	$	4,392

Theravance Respiratory Company, LLC (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($) item	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($)	Feb. 21, 2020
Theravance Respiratory Company, LLC
Equity method investments	$ 35,822		$ 35,822		$ 12,750
TRC
Theravance Respiratory Company, LLC
Percentage of equity interest	85.00%		85.00%			85.00%
Percentage of economic interest			85.00%
Number of fiscal quarters \| item			4
Royalty payments	$ 21,900	$ 21,400	$ 38,500	$ 34,900
Royalty expenses	300	$ 400	3,100	$ 600
Unrealized gains	200		300
Amount due	27,700		27,700
Long-term asset	$ 35,800		$ 35,800

Net Loss per Share - Anti-dilutive Securities (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	12,904	12,389	14,983	12,417
Share issuances under equity incentive plans and ESPP
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	6,228	5,713	8,307	5,741
Share issuances upon the conversion of convertible senior notes
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	6,676	6,676	6,676	6,676

Investments and Fair Value Measurements - Available-for-sale securities (Details) - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Available for sale securities:
Amortized Cost	$ 235,489	$ 211,427
Gross Unrealized Gains	8	53
Gross Unrealized Losses		(6)
Estimated Fair Value	235,497	211,474
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months		44,420
Estimated Fair Value Total		44,420
Gross unrealized lesser than 12 months		(6)
Gross unrealized loss, Total		(6)
Marketable securities
Available for sale securities:
Amortized Cost	72,882	211,427
Gross Unrealized Gains	8	53
Gross Unrealized Losses		(6)
Estimated Fair Value	72,890	211,474
US government securities \| Level 1
Available for sale securities:
Amortized Cost	20,014	75,036
Gross Unrealized Gains	3	34
Estimated Fair Value	20,017	75,070
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
Estimated Fair Value Total		5,045
Gross unrealized lesser than 12 months		(1)
Gross unrealized loss, Total		(1)
Corporate notes \| Level 2
Available for sale securities:
Amortized Cost		5,046
Gross Unrealized Losses		(1)
Estimated Fair Value		5,045
Commercial paper
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months		39,375
Estimated Fair Value Total		39,375
Gross unrealized lesser than 12 months		(5)
Gross unrealized loss, Total		(5)
Commercial paper \| Level 2
Available for sale securities:
Amortized Cost	52,868	56,374
Gross Unrealized Gains	5	1
Gross Unrealized Losses		(5)
Estimated Fair Value	52,873	$ 56,370
Money market funds \| Level 1
Available for sale securities:
Amortized Cost	162,607
Estimated Fair Value	$ 162,607

Revenue - Development and Commercialization Agreement (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2020	Jun. 30, 2019	Feb. 28, 2018	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2016
Collaborative Arrangements and Co-Promote Agreement
Milestone payment				$ 12,914	$ 15,008	$ 27,171	$ 34,870
Percentage of profit share			33.00%			35.00%
Viatris
Collaborative Arrangements and Co-Promote Agreement
Milestone payment	$ 1,500
Upfront payment receivable		$ 18,500
Percentage of profit share						65.00%
Viatris \| Revefenacin Monotherapy (TD-4208)
Collaborative Arrangements and Co-Promote Agreement
Initial cash payment								$ 15,000
Milestone payment						$ 160,000
Transaction price								$ 15,000
Viatris \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		9,000
Viatris \| YUPELRI Monotherapy \| Development and Commercialization Agreement
Collaborative Arrangements and Co-Promote Agreement
Milestone payment						160,000
Viatris \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		7,500				45,000
Viatris \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		37,500				205,000
Viatris \| Sales milestones \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment						150,000
Viatris \| Regulatory actions \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment						$ 10,000
Viatris \| Development and Sales Milestones \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		$ 54,000

Cash, Cash Equivalents, and Restricted Cash (Tables)

6 Months Ended

Jun. 30, 2021

Cash, Cash Equivalents, and Restricted Cash

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


	June 30,
(In thousands)	2021		2020
Cash and cash equivalents	$	204,949	$	104,735
Restricted cash		833		833
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows	$	205,782	$	105,568

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue:
Total revenue	$ 12,914,000	$ 15,008,000	$ 27,171,000	$ 34,870,000
Costs and expenses:
Research and development (1)	51,093,000	62,404,000	118,692,000	128,417,000
Selling, general and administrative (1)	25,931,000	24,780,000	56,481,000	51,105,000
Total costs and expenses	77,024,000	87,184,000	175,173,000	179,522,000
Loss from operations	(64,110,000)	(72,176,000)	(148,002,000)	(144,652,000)
Income from investment in TRC, LLC	21,926,000	21,381,000	38,473,000	34,896,000
Interest expense	(11,612,000)	(11,391,000)	(23,485,000)	(21,332,000)
Loss on extinguishment of debt				(15,464,000)
Interest and other income (expense), net	1,171,000	(662,000)	937,000	798,000
Loss before income taxes	(52,625,000)	(62,848,000)	(132,077,000)	(145,754,000)
Provision for income tax benefit (expense)	220,000	(39,000)	(7,000)	(186,000)
Net loss	(52,405,000)	(62,887,000)	(132,084,000)	(145,940,000)
Net unrealized gain (loss) on available-for-sale investments	(9,000)	(232,000)	(39,000)	135,000
Total comprehensive loss	$ (52,414,000)	$ (63,119,000)	$ (132,123,000)	$ (145,805,000)
Net loss per share:
Basic and diluted net loss per share	$ (0.80)	$ (1.00)	$ (2.03)	$ (2.39)
Shares used to compute basic and diluted net loss per share	65,669	62,861	65,085	61,162
Total share-based compensation expense	$ 14,941,000	$ 16,585,000	$ 30,773	$ 31,861,000
Research and development
Net loss per share:
Total share-based compensation expense	7,315,000	8,098,000	15,236	15,963,000
Selling, general and administrative
Net loss per share:
Total share-based compensation expense	7,626,000	8,487,000	15,537	15,898,000
Collaborative revenue
Revenue:
Total revenue	1,980,000	5,488,000	5,852,000	12,120,000
Licensing revenue
Revenue:
Total revenue				1,500,000
Viatris collaboration agreement
Revenue:
Total revenue	$ 10,934,000	$ 9,520,000	$ 21,319,000	$ 21,250,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 204,949	$ 81,467
Short-term marketable securities	60,004	211,474
Receivables from collaborative arrangements	12,220	15,868
Amounts due from TRC, LLC	27,741	53,799
Prepaid clinical and development services	15,913	20,374
Other prepaid and current assets	12,353	10,359
Total current assets	333,180	393,341
Property and equipment, net	16,583	16,422
Operating lease assets	41,508	43,260
Equity in net assets of TRC, LLC	35,822	12,750
Restricted cash	833	833
Other assets	1,325	2,451
Total assets	429,251	469,057
Current liabilities:
Accounts payable	10,702	6,775
Accrued personnel-related expenses	14,635	35,238
Accrued clinical and development expenses	19,457	28,799
Accrued general and administrative expenses	3,269	6,048
Accrued interest payable	3,900	3,974
Current portion of non-recourse notes due 2035, net	6,941	19,334
Operating lease liabilities	1,037	9,867
Deferred revenue	5,690	11,523
Other accrued liabilities	1,496	2,013
Total current liabilities	67,127	123,571
Convertible senior notes due 2023, net	227,499	226,963
Non-recourse notes due 2035, net	375,069	372,873
Long-term operating lease liabilities	57,768	47,220
Long-term deferred revenue	329	348
Other long-term liabilities	1,833	1,833
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; 73,470 and 64,328 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively	1	1
Additional paid-in capital	1,358,318	1,222,818
Accumulated other comprehensive income	8	47
Accumulated deficit	(1,658,701)	(1,526,617)
Total shareholders' deficit	(300,374)	(303,751)
Total liabilities and shareholders' deficit	$ 429,251	$ 469,057

Income Taxes - Components of provision for income taxes (Details) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Provision for income tax benefit (expense)
Income Tax Expense	$ (220,000)	$ 200,000	$ 39,000	$ 7,000	$ 186,000
Provision for income taxes on undistributed earnings of foreign subsidiaries	$ 0			$ 0

- Definition

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

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands	Ordinary Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
Balances at Dec. 31, 2019	$ 1	$ 1,024,614	$ 145	$ (1,248,600)	$ (223,840)
Balances (in shares) at Dec. 31, 2019	57,015
Increase (Decrease) in Stockholders' Equity
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		2,545			2,545
Proceeds from ESPP purchases (in shares)	168
Employee share-based compensation expense		31,861			31,861
Issuance of restricted shares (in shares)	1,097
Option exercises		936			936
Option exercises (in shares)	41
Repurchase of shares to satisfy tax withholding		(7,948)			(7,948)
Repurchase of shares to satisfy tax withholding (in shares)	(306)
Net unrealized gain (loss) on available-for-sale investments			135		135
Net loss				(145,940)	(145,940)
Balances at Jun. 30, 2020	$ 1	1,191,923	280	(1,394,540)	(202,336)
Balances (in shares) at Jun. 30, 2020	63,515
Balances at Mar. 31, 2020	$ 1	1,173,204	512	(1,331,653)	(157,936)
Balances (in shares) at Mar. 31, 2020	63,004
Increase (Decrease) in Stockholders' Equity
Proceeds from ESPP purchases		2,545			2,545
Proceeds from ESPP purchases (in shares)	168
Employee share-based compensation expense		16,585			16,585
Issuance of restricted shares (in shares)	353
Option exercises		733			733
Option exercises (in shares)	33
Repurchase of shares to satisfy tax withholding		(1,144)			(1,144)
Repurchase of shares to satisfy tax withholding (in shares)	(43)
Net unrealized gain (loss) on available-for-sale investments			(232)		(232)
Net loss				(62,887)	(62,887)
Balances at Jun. 30, 2020	$ 1	1,191,923	280	(1,394,540)	(202,336)
Balances (in shares) at Jun. 30, 2020	63,515
Increase (Decrease) in Stockholders' Equity
Cumulative effect upon the adoption of ASC 606					(1,526,617)
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
Net proceeds from sale of ordinary shares		108,180			$ 108,180
Net proceeds from sale of ordinary shares (in shares)	7,705
Proceeds from ESPP purchases		2,862			2,862
Proceeds from ESPP purchases (in shares)	189
Employee share-based compensation expense		30,773			30,773
Issuance of restricted shares (in shares)	1,587
Option exercises		5			5
Repurchase of shares to satisfy tax withholding		(6,320)			(6,320)
Repurchase of shares to satisfy tax withholding (in shares)	(339)
Net unrealized gain (loss) on available-for-sale investments			(39)		(39)
Net loss				(132,084)	(132,084)
Balances at Jun. 30, 2021	$ 1	1,358,318	8	(1,658,701)	$ (300,374)
Balances (in shares) at Jun. 30, 2021	73,470				73,470
Balances at Mar. 31, 2021	$ 1	1,233,060	17	(1,606,296)	$ (373,218)
Balances (in shares) at Mar. 31, 2021	65,218
Increase (Decrease) in Stockholders' Equity
Net proceeds from sale of ordinary shares		108,180			108,180
Net proceeds from sale of ordinary shares (in shares)	7,705
Proceeds from ESPP purchases		2,862			2,862
Proceeds from ESPP purchases (in shares)	189
Employee share-based compensation expense		14,941			14,941
Issuance of restricted shares (in shares)	399
Option exercises		2			2
Repurchase of shares to satisfy tax withholding		(727)			(727)
Repurchase of shares to satisfy tax withholding (in shares)	(41)
Net unrealized gain (loss) on available-for-sale investments			(9)		(9)
Net loss				(52,405)	(52,405)
Balances at Jun. 30, 2021	$ 1	$ 1,358,318	$ 8	$ (1,658,701)	$ (300,374)
Balances (in shares) at Jun. 30, 2021	73,470				73,470
Increase (Decrease) in Stockholders' Equity
Cumulative effect upon the adoption of ASC 606					$ (1,658,701)

Income Taxes

6 Months Ended

Jun. 30, 2021

Income Taxes

Income Taxes

9. Income Taxes

For the three months ended June 30, 2021, the Company recognized an income tax benefit of $0.2 million, and for the six months ended June 30, 2021, the Company recognized an income tax expense of $7,000. The income tax provisions for the three and six months ended June 20, 2021 were primarily attributed to recording contingent liabilities for uncertain tax positions taken with respect to transfer pricing and tax 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.

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 June 30, 2021, the Company’s deferred tax assets were offset in full by a valuation allowance.

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 condensed consolidated statements of operations.

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 US continues to enact legislation in response to the COVID-19 pandemic, including the Consolidated Appropriations Act, 2021 and the American Rescue Plan Act of 2021. The Company has considered the corporate income tax provisions included in these two acts and believes that they do not have a material impact on the Company’s provision for income tax expense for the three and six months ended June 30, 2021.

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

Debt (Details) - USD ($) $ in Thousands		6 Months Ended
Debt (Details) - USD ($) $ in Thousands	Feb. 21, 2020	Jun. 30, 2021	Jun. 30, 2020
Debt Instrument [Line Items]
Total long-term debt		$ 609,509
Interest shortfall on 2035 notes, net			$ 1,093
Principal payment on notes		10,730	$ 235,347
Issuer II Class C Units
Debt Instrument [Line Items]
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	407,277
Less: 5% retained by the Company		(20,364)
Unamortized debt issuance costs		(3,470)
Total long-term debt		$ 382,010
Interest rate (as a percent)	9.50%	9.50%
Percentage of note to be sold	95.00%
Percentage of note to be retained	5.00%
Net principal		$ 386,900
Estimated fair value		388,800
9.0% Non-Recourse 2033 Notes
Debt Instrument [Line Items]
Unamortized debt issuance costs		$ (1,433)
Interest rate (as a percent)		9.00%
3.25% Convertible Senior Notes Due 2023
Debt Instrument [Line Items]
Principal amount		$ 230,000
Unamortized debt issuance costs		(2,501)
Total long-term debt		$ 227,499
Interest rate (as a percent)		3.25%
Notes fair value		$ 217,900
TRC
Debt Instrument [Line Items]
Percentage of economic interest		85.00%
Percentage of equity interest	85.00%	85.00%
Principal payment on notes		$ 10,700
TRC \| Minimum
Debt Instrument [Line Items]
Upward tiering royalties (as a percent)	6.50%
TRC \| Maximum
Debt Instrument [Line Items]
Upward tiering royalties (as a percent)	10.00%
TRC \| Issuer II Class C Units
Debt Instrument [Line Items]
Percentage of economic interest	63.75%
Theravance Biopharma R&D, Inc. \| 9.5% Non-Recourse 2035 Notes
Debt Instrument [Line Items]
Interest rate (as a percent)		5.00%

Debt

6 Months Ended

Jun. 30, 2021

Debt

Debt

6. Debt

Debt consisted of the following liability components:


	June 30,
(In thousands)	2021
9.5% Non-Recourse 2035 Notes:
Principal amount	$	407,277
Less: 5% retained by the Company		(20,364)
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(3,470)
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,433)
		382,010
3.25% Convertible 2023 Notes:
Principal amount		230,000
Unamortized debt issuance costs		(2,501)
		227,499

Total debt	$	609,509

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 condensed consolidated financial statements.

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 are 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. 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. During the six months ended June 30, 2021, the net principal amount of the Non-Recourse 2035 Notes decreased by $10.7 million which represented royalties received in excess of the interest payable through the respective payment date.

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”). 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 June 30, 2021, that are expected to be used to make a principal repayment on the Non-Recourse 2035 Notes within the next 12 months.

As of June 30, 2021, the net principal and estimated fair value of the Non-Recourse 2035 Notes were $386.9 million and $388.8 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.

3.25% Convertible Senior Notes Due 2023

The Company had $230.0 million of 3.25% convertible senior notes due in 2023 (“Convertible Senior 2023 Notes”) outstanding as of June 30, 2021 with an estimated fair value of $217.9 million. The estimated fair value was primarily based upon the underlying price of Theravance Biopharma’s publicly traded shares and other observable inputs as of June 30, 2021. 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.