0001558370-22-002373 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 89,959	$ 81,467
Short-term marketable securities	83,506	211,474
Receivables from collaborative arrangements	14,065	15,868
Amounts due from TRC, LLC	43,534	53,799
Prepaid clinical and development services	10,245	20,374
Other prepaid and current assets	8,561	10,359
Total current assets	249,870	393,341
Property and equipment, net	13,657	16,422
Operating lease assets	39,690	43,260
Equity in net assets of TRC, LLC	67,537	12,750
Restricted cash	837	833
Other assets	3,228	2,451
Total assets	374,819	469,057
Current liabilities:
Accounts payable	3,098	6,775
Accrued personnel-related expenses	12,796	35,238
Accrued clinical and development expenses	17,010	28,799
Accrued general and administrative expenses	2,898	6,048
Accrued interest payable	3,940	3,974
Current portion of non-recourse notes due 2035, net	16,940	19,334
Operating lease liabilities	503	9,867
Deferred revenue	98	11,523
Other accrued liabilities	1,304	2,013
Total current liabilities	58,587	123,571
Convertible senior notes due 2023, net	228,035	226,963
Non-recourse notes due 2035, net	371,359	372,873
Long-term operating lease liabilities	52,681	47,220
Long-term deferred revenue	310	348
Other long-term liabilities	2,420	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; 74,435 and 64,328 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	1	1
Additional paid-in capital	1,387,469	1,222,818
Accumulated other comprehensive income		47
Accumulated deficit	(1,726,043)	(1,526,617)
Total shareholders' deficit	(338,573)	(303,751)
Total liabilities and shareholders' deficit	$ 374,819	$ 469,057

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 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	74,435	64,328
Ordinary shares, outstanding shares	74,435	64,328

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Total revenue	$ 55,311	$ 71,857	$ 73,414
Expenses:
Research and development (1)	193,657	260,953	219,248
Selling, general and administrative (1)	99,296	108,661	106,081
Restructuring and related expenses	20,142
Total expenses	313,095	369,614	325,329
Total share-based compensation expense	62,061	62,976	60,450
Loss from operations	(257,784)	(297,757)	(251,915)
Income from investment in TRC, LLC	103,987	68,438	33,705
Interest expense	(46,889)	(44,585)	(31,862)
Loss on extinguishment of debt		(15,464)
Interest and other income, net	1,109	2,831	8,395
Loss before income taxes	(199,577)	(286,537)	(241,677)
Provision for income tax benefit	151	8,520	5,222
Net loss	$ (199,426)	$ (278,017)	$ (236,455)
Net loss per share:
Basic net loss per share	$ (2.87)	$ (4.46)	$ (4.25)
Diluted net loss per share	$ (2.87)	$ (4.46)	$ (4.25)
Shares used to compute basic net loss per share	69,461	62,345	55,610
Shares used to compute diluted net loss per share	69,461	62,345	55,610
Research and development
Expenses:
Restructuring and related expenses	$ 10,600
Total share-based compensation expense	25,634	$ 31,294	$ 28,953
Selling, general and administrative
Expenses:
Restructuring and related expenses	9,500
Total share-based compensation expense	28,065	31,682	31,497
Restructuring and related expenses
Expenses:
Total share-based compensation expense	8,362
Collaborative revenue
Revenue:
Total revenue	11,463	26,464	31,250
Licensing revenue
Revenue:
Total revenue		1,500	28,500
Viatris collaboration agreement
Revenue:
Total revenue	$ 43,848	$ 43,893	$ 13,664

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	$ (199,426)	$ (278,017)	$ (236,455)
Other comprehensive income (loss):
Net unrealized gain (loss) on available-for-sale investments, net of tax	(47)	(98)	311
Comprehensive loss	$ (199,473)	$ (278,115)	$ (236,144)

- 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	Total
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
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 marketable securities			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
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		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 marketable securities			(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
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		3,466			3,466
Proceeds from ESPP purchases (in shares)	275
Employee share-based compensation expense		62,061			62,061
Issuance of restricted shares (in shares)	2,682
Option exercises		5			5
Repurchase of shares to satisfy tax withholding		(9,061)			(9,061)
Repurchase of shares to satisfy tax withholding (in shares)	(555)
Net unrealized gain (loss) on marketable securities			$ (47)		(47)
Net loss				(199,426)	(199,426)
Balances at Dec. 31, 2021	$ 1	$ 1,387,469		$ (1,726,043)	$ (338,573)
Balances (in shares) at Dec. 31, 2021	74,435				74,435

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net loss	$ (199,426)	$ (278,017)	$ (236,455)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,912	6,798	6,441
Amortization and accretion income, net	10	(1,079)	(3,451)
Share-based compensation	62,061	62,976	60,450
Loss on disposal of property and equipment	39
Amortization of right-of-use assets	3,786	3,344	3,224
Gain from lease modification	(1,863)
Undistributed earnings from TRC, LLC	(44,516)	(37,975)	(23,152)
Interest shortfall on 2035 notes, net	5,713	17,643
Loss on extinguishment of debt		15,464
Other	10	(95)	146
Changes in operating assets and liabilities:
Accounts receivable			620
Receivables from collaborative and licensing arrangements	1,803	6,128	(11,943)
Prepaid clinical and development services	10,129	(17,638)	(561)
Other prepaid and current assets	2,867	(2,327)	(73)
Tax receivable		(258)	(3,700)
Other assets	(972)	(852)	(358)
Accounts payable	(3,534)	3,658	(4,274)
Accrued personnel-related expenses, accrued clinical and development expenses, and other accrued liabilities	(37,225)	5,983	10,626
Accrued interest payable	(34)	(1,685)	2,573
Deferred revenue	(11,463)	(26,465)	(31,245)
Operating lease liabilities	(1,742)	1,600	(2,317)
Other long-term liabilities	587	(7,606)	(4,748)
Net cash used in operating activities	(207,858)	(250,403)	(238,197)
Investing activities
Purchases of property and equipment	(3,406)	(6,616)	(3,176)
Purchases of marketable securities	(158,305)	(401,987)	(423,898)
Maturities of marketable securities	286,199	399,318	339,018
Proceeds from the sale of marketable securities		19,942
Proceeds from the sale of property and equipment	6	64	5
Proceeds from the sale of VIBATIV business, net			5,000
Net cash provided by (used in) investing activities	124,494	10,721	(83,051)
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)
Principal payment on 2035 notes	(10,730)	(235,347)	(2,152)
Payment of redemption premium on 2033 notes		(11,470)
Principal payment on 2033 notes	(10,730)	(235,347)	(2,152)
Proceeds from ESPP purchases	3,466	3,701	3,474
Proceeds from option exercises	5	1,361	3,142
Repurchase of shares to satisfy tax withholding	(9,061)	(9,749)	(3,173)
Net cash provided by financing activities	91,860	263,085	1,291
Net increase (decrease) in cash, cash equivalents, and restricted cash	8,496	23,403	(319,957)
Cash, cash equivalents, and restricted cash at beginning of period	82,300	58,897	378,854
Cash, cash equivalents, and restricted cash at end of period	90,796	82,300	58,897
Supplemental disclosure of cash flow information
Cash paid for interest	39,029	24,024	26,178
Cash (received) paid for income taxes, net	$ (4,089)	$ 14	22
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, 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 biopharmaceutical company primarily focused on the discovery, development and commercialization of respiratory medicines. The Company’s core purpose is to create medicines that make a difference^® in people’s lives.

Basis of Presentation

The Company’s consolidated financial statements as of December 31, 2021 and 2020, and for the year ended December 31, 2021, 2020, and 2019 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. 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 4. Cash, Cash Equivalents, and Restricted Cash” for more information.

Investments in Marketable Securities

The Company invests in marketable securities, primarily commercial paper, 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 6. Debt”.

Receivables from Collaborative Arrangements

For the periods presented, the Company’s receivables from collaborative arrangements relate to amounts due arising from its collaboration (and licensing) agreements. When appropriate, the Company provides for an allowance for credit losses. 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 receivables from collaborative arrangements.

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, 2021, 2020, and 2019, 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, 2021 or 2020.

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, 2021 or 2020.

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 was no impairment of long-lived assets recorded for the year ended December 31, 2021, 2020, or 2019.

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). 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.

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 R&D 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 R&D 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 R&D activities. Such changes in estimates will be recognized as R&D 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 $9.3 million, $6.3 million and $2.4 million for the year ended December 31, 2021, 2020, and 2019, respectively.

Fair Value of Share-Based Compensation Awards

The Company issues share-based awards to employees and non-employees, generally in the form of share options and restricted share units (“RSUs”). Share-based compensation expense is calculated based on awards ultimately expected to vest and is reduced for actual forfeitures as they occur. The Company expenses these share-based awards over the requisite service period on a straight-line basis, based on the grant date fair value of the awards.

The Company determines the fair value of RSUs using the closing market price of the Company's common shares on the day of grant. 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 pricing 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.

The Company also issues performance share units that settle in the Company's shares. The fair value is determined on the date of the grant using the number of shares expected to be earned and the ending market value of the shares on grant date. The number of shares expected to vest is determined by assessing the probability that the performance criteria will be met and the associated targeted payout level that is forecasted will be achieved. For performance share units, the Company recognizes share-based compensation expense over the requisite service period using the accelerated attribution method when achievement of the performance criteria becomes probable.

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, 2021 and 2020, 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. Amounts due from TRC that we believe will be collected within one year and our equity in the net assets of TRC are reflected on our consolidated balance sheets as a current asset and a non-current asset, respectively. 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, 2021, that are expected to be collected from TRC and used to make a principal repayment on the Non-Recourse 2035 Notes within the next twelve months. The determination of the amounts likely to be received from TRC within the next twelve months requires significant judgement due to the significant variability of the amounts paid to the Company, as compared to the royalties due. Consequently, the actual amount paid to the holders of the 2035 Notes within twelve months of the reporting date may differ significantly from that recorded in the consolidated balance sheets.

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 $75.0 million and $63.4 million, as of December 31, 2021 and December 31, 2020, 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)	2021		2020		2019
Numerator:
Net loss	$	(199,426)	$	(278,017)	$	(236,455)
Denominator:
Weighted-average ordinary shares outstanding		69,518		62,808		56,452
Less: weighted-average ordinary shares subject to forfeiture		(57)		(463)		(842)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		69,461		62,345		55,610
Basic and diluted net loss per share	$	(2.87)	$	(4.46)	$	(4.25)

For the year ended December 31, 2021, 2020, and 2019, 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)	2021	2020	2019
Share issuances under equity incentive plans and ESPP	7,469	6,553	6,577
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676
Total	14,145	13,229	13,253

In addition, there were 414,000 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. There were no such shares excluded as of December 31, 2021 and 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 13.0% of the Company’s ordinary shares outstanding as of December 31, 2021. 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. was a member of the Company’s board of directors until his resignation effective September 11, 2021. 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, $0.5 million and $0.4 million for the year ended December 31, 2021, 2020, and 2019, respectively.

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 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 815-40) (“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. The Company evaluated ASU 2020-06 and determined that its adoption will not have a material impact on the Company’s 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, 2021

Revenue

Revenue

2. Revenue

Revenues from Collaborative Arrangements

The Company recognized revenues from its collaborative arrangements as follows:



	Year Ended December 31,
(In thousands)	2021		2020		2019
Janssen	$	11,425	$	26,426	$	31,096
Other		38		38		154
Total collaboration revenue	$	11,463	$	26,464	$	31,250

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)	2021		2020		2019
Collaboration revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	11,463	$	26,464	$	31,245
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”). The Company received an upfront payment of $100.0 million.

Under the terms of the Janssen Agreement, following the initial Phase 2 development period, including the completion of the Phase 2 Crohn’s study, Janssen had the right to obtain an exclusive license to develop and commercialize izencitinib and certain related back-up compounds by paying the Company $200.0 million. Upon any such election, the Company and Janssen would 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 additional milestone payments from Janssen. In August 2021, the Company completed a Phase 2b/3 (RHEA) induction and maintenance study of izencitinib in ulcerative colitis and announced that the study results did not meet its primary endpoint. Based on the study results, in December 2021, the Company received notice from Janssen that the Janssen Agreement would be terminated effective January 16, 2022.

The Janssen Agreement was considered to be within the scope of Accounting Standards Codification, Topic 808, Collaborative Arrangements (“ASC 808”) and the Company identified research and development activities as its performance obligations. The Company further determined that the transaction price under the arrangement was the $100.0 million upfront payment which was allocated to the performance obligations. The $200.0 million potential opt-in and other milestones payments were considered variable consideration and not included in the transaction price as they 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.

For the year ended December 31, 2021, 2020, and 2019, the Company recognized $11.4 million, $26.4 million, and $31.1 million, respectively, as revenue from collaboration arrangements related to the Janssen Agreement, and as of December 31, 2021, all of the revenue related to the $100.0 million upfront payment has been fully recognized as collaboration revenue.

Collaboration revenue was 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 would have impacted the timing and amount of revenue recognized in any given reporting period. As a result of the notice from Janssen that the Janssen Agreement would be terminated effective January 16, 2022, the Company has no future performance obligations associated with the remaining collaboration revenue that was recognized in the fourth quarter of 2021. For the year ended December 31, 2021, 2020, and 2019, the Company incurred $18.3 million, $38.5 million, and $39.9 million, respectively, in research and development costs related to the Janssen Agreement.

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 December 31, 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 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, if any, 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)	2021		2020		2019
Viatris collaboration agreement - Amounts receivable from Viatris	$	43,848	$	43,893	$	13,664
Collaboration loss - Amounts payable to Viatris	$	—	$	—	$	1,582

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, 2021, 2020, and 2019 of $56.7 million, $50.0 million, and $19.3 million, respectively, before deducting shared expenses.

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)	2021		2020		2019
Janssen	$	5,819	$	8,554	$	5,129
Viatris		2,072		1,524		460
Total reduction to R&D expense, net	$	7,891	$	10,078	$	5,589

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 were 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
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Segment Information

12 Months Ended

Dec. 31, 2021

Segment Information

Segment Information

3. 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)	2021		2020		2019
US	$	55,273	$	70,319	$	54,760
Europe		38		1,538		18,654
Total revenue	$	55,311	$	71,857	$	73,414

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)	2021		2020		2019
Viatris	79	%	63	%	44	%
Janssen	21	%	37	%	42	%
Pfizer	—		—		14	%

- 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

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

Cash, Cash Equivalents, and Restricted Cash

12 Months Ended

Dec. 31, 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 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)	2021		2020		2019
Cash and cash equivalents	$	89,959	$	81,467	$	58,064
Restricted cash		837		833		833
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows	$	90,796	$	82,300	$	58,897

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 maintains 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 consolidated balance sheets.

The Company periodically engages in foreign exchange transactions as a part of its operations. For the year ended December 31, 2021 and 2020, the Company recognized net realized and unrealized foreign currency losses of

$0.9 million and $0.3 million, respectively. For the year ended December 31, 2019, Company recognized net realized and unrealized foreign currency gains of $0.2 million. These amounts are included in the Company’s consolidated statements of operations within “Interest and other income, net”.

Investments and Fair Value Measurements

12 Months Ended

Dec. 31, 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:


		December 31, 2021
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	29,986	$	—	$	(2)	$	29,984
Corporate notes	Level 2		5,034		—		(2)		5,032
Commercial paper	Level 2		48,490		1		(1)		48,490
Marketable securities			83,510		1		(5)		83,506
Money market funds	Level 1		50,228		—		—		50,228
Total		$	133,738	$	1	$	(5)	$	133,734


		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 December 31, 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 2 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, 2021 or 2020.

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


	December 31, 2021
	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
US government securities	$	19,991	$	(2)	$	—	$	—	$	19,991	$	(2)
Corporate notes		5,031		(2)		—		—		5,031		(2)
Commercial paper		9,995		(1)		—		—		9,995		(1)
Total	$	35,017	$	(5)	$	—	$	—	$	35,017	$	(5)


	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 at 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, 2021.

As of December 31, 2021, the Company’s accumulated other comprehensive income (loss) on its consolidated balance sheets included the net unrealized gains or losses on available-for-sale investments shown in the table above. For the year ended December 31, 2021, the Company did not sell any marketable securities. 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. The Company did not sell any of its marketable securities for the year ended December 31, 2019.

Debt

12 Months Ended

Dec. 31, 2021

Debt

Debt

6. Debt

Debt consisted of the following liability components:


	December 31,
(In thousands)	2021		2020
9.5% Non-Recourse 2035 Notes:
Principal amount	$	413,291	$	418,572
Less: 5% retained by the Company		(20,665)		(20,929)
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(3,062)		(3,847)
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,265)		(1,589)
		388,299		392,207
3.25% Convertible 2023 Notes:
Principal amount		230,000		230,000
Unamortized debt issuance costs		(1,965)		(3,037)
		228,035		226,963

Total debt	$	616,334	$	619,170

Debt interest expense consists of the following components:


	Year Ended December 31,
(In thousands)	2021		2020		2019
Stated coupon interest	$	44,707	$	42,625	$	28,811
Amortization of debt issuance costs		2,182		1,960		3,051
Total debt interest expense	$	46,889	$	44,585	$	31,862

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 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 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.

Over the course of 2021, $5.7 million of net interest shortfall was added to and $10.7 million of net principal payments was deducted from the Non-Recourse 2035 Notes. This resulted in a $5.0 million net principal decrease of the Non-Recourse 2035 Notes which represented royalties received in excess of the interest payable through the respective payment dates. As of December 31, 2021, the Non-Recourse 2035 Notes’ issuance-to-date net interest shortfall was $23.4 million and the issuance-to-date net principal paydown was $10.7 million.

The Non-Recourse 2035 Notes are not convertible into Company equity and have no security interest in nor rights under any agreement with 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 to the Company.

As of December 31, 2021, the net principal and estimated fair value of the Non-Recourse 2035 Notes were $392.6 million and $373.0 million, respectively. 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 were 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, 2021 and 2020.

The estimated fair value of the Convertible Senior 2023 Notes was $220.2 million and $217.9 million at December 31, 2021 and 2020, 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, 2021 and 2020. 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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-Name Accounting Standards Codification
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Reference 4: 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=123466505&loc=SL123495334-112611

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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases

12 Months Ended

Dec. 31, 2021

Leases

Leases

7. Leases

As of December 31, 2021, the Company leased approximately 162,000 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”). The lease includes a tenant improvement allowance that expires in November 2022 and had a remaining balance of $10.2 million and $12.1 million, as of December 31, 2021 and 2020, 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 July 2021, the Company terminated approximately 8,000 square feet of original office space in one of the buildings and returned the space to the building’s landlord for their use. The Company determined that the termination would be accounted for as a lease modification under ASC 842, Leases (“ASC 842”). As a result of the modification, the Company reduced the value of its operating lease assets and liabilities in the consolidated balance sheets, by $1.1 million and $3.0 million, respectively, resulting in a gain of $1.9 million which partially offset operating expenses in the consolidated statements of operations.

Additionally, in July 2021, the Company entered into a separate agreement under which it subleased approximately 21,000 square feet of its South San Francisco office and laboratory space, effective October 2021. Under the terms of the sublease agreement, the sublease term continues through September 2028, and the parties have no option to extend the sublease. Either the Company or the subtenant may terminate the sublease by giving the other party ten days prior written notice. The Company is entitled to receive an initial monthly base rent of $0.1 million, with annual base rent increases of 3% and the subtenant’s proportionate share of the building’s operating expenses. The Company expects to receive a total of $13.1 million over the sublease term which represents a $3.8 million premium over its proportionate lease payment obligations under the head lease. Under the terms of the head lease, 50% of the sublease premium, equal to $1.9 million, shall be shared with the landlord and 50% shall be retained by the Company. In October 2021, the Company began recognizing the sublease income on a straight-line basis over the term of the sublease which was reflected as a reduction in operating expenses in the consolidated statements of operations. No lease modification was deemed to have occurred by entering into the sublease agreement because the Company was not released, either fully or in part, from its obligations under the head lease with the landlord.

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 two options to extend the SSF Lease and the option to terminate the Dublin 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 primarily due to office-related deferred rent payments that are payable in future periods and tenant improvement reimbursements.


(In thousands)	Classification	December 31, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease assets	$	39,690	$	43,260

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	503	$	9,867
Non-current:
Operating lease liabilities	Long-term operating lease liabilities		52,681		47,220
Total operating lease liabilities		$	53,184	$	57,087

Lease expense and sublease income were included within operating expenses in the consolidated statements of operations as follows:


		Year Ended		Year Ended		Year Ended
(In thousands)	Classification	December 31, 2021		December 31, 2020		December 31, 2019
Operating lease expense	Selling, general and administrative expense	$	6,248	$	7,974	$	7,959
Operating lease expense	Research and development expense		1,377		758		164
Total operating lease expense ⁽¹⁾		$	7,625	$	8,732	$	8,123

		Year Ended		Year Ended		Year Ended
(In thousands)	Classification	December 31, 2021		December 31, 2020		December 31, 2019
Operating sublease income	Selling, general and administrative expense	$	466	$	—	$	—

(1)	Excludes short-term leases which were not material 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, 2021		December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,971	$	3,804

As of December 31, 2021, the maturities of the Company’s lease liabilities were as follows:


(In thousands)
Year ending December 31:
2022	$	9,390
2023		9,655
2024		9,865
2025		10,133
2026		10,425
Thereafter		36,552
Total operating lease payments	$	86,020
Less: Estimated tenant improvement allowance		(10,214)
Less: Imputed interest		(22,622)
Present value of operating lease liabilities	$	53,184

As of December 31, 2021, the undiscounted cash flows to be received related to the Company’s sublease were as follows:


(In thousands)
Year ending December 31:
2022	$	1,717
2023		1,768
2024		1,821
2025		1,876
2026		1,932
Thereafter		3,516
Total operating sublease receipts	$	12,630

As of December 31, 2021, the weighted-average remaining lease term was 8.3 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, 2021

Theravance Respiratory Company, LLC

Theravance Respiratory Company, LLC

8. 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, 2021, 2020, and 2019, the Company recognized net royalty income of $104.0 million, $68.4 million, and $33.7 million, respectively, in 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 $3.4 million, $2.2 million, $2.7 million for the year ended December 31, 2021, 2020, and 2019, respectively. The Company’s share of TRC expenses for 2021, 2020, and 2019 was primarily comprised of TRC legal and related fees associated with the arbitration between Innoviva, as the manager of TRC, and TRC and the Company (see below for more information regarding the arbitration).

For the year ended December 31, 2021, the Company received $59.5 million from TRC related to TRELEGY royalties, and as of December 31, 2021, the amounts due from TRC of $43.5 million were recorded as a current asset in the consolidated balance sheets within “Amounts due from TRC, LLC”. The Company has also recorded $67.5 million as a long-term asset within “Equity in net assets of TRC, LLC” in the consolidated balance sheets which represented its share of TRC’s net assets which included funds withheld by TRC for future investments. For the year ended December 31, 2021, the Company recognized a net unrealized loss of $0.3 million associated with the estimated fair market value of certain equity investments previously made by TRC.

TRC’s summary financial information, including the portion of equity interest that the Company does not own, was as follows as of or for the year ended December 31:



	Year Ended December 31,
(In thousands)	2021		2020		2019
Current assets	$	93,275	$	63,027	$	36,737
Non-current assets		37,695		16,959		—
Current liabilities		252		508		3,069
Royalty revenue and gross profit		126,688		73,089		42,790
Revenue from collaborative arrangements for the period ended		—		10,000		—
Income from continuing operations		122,732		80,477		39,410
Net income	$	121,191	$	81,662	$	39,653

SEC Rule 3-09 of Regulation S-X requires that a company include audited financial statements for equity method investees when such investees are individually significant for a company’s fiscal year. For the year ended December 31, 2021, the income from the Company’s investment in TRC was determined to be significant. As a result, TRC’s audited financial statements for the year ended December 31, 2021 were included as Exhibit 10.72 in this Annual Report on Form 10-K.

TRC Arbitration

The Company initiated an arbitration proceeding in October 2020 against Innoviva and TRC, challenging the authority of Innoviva and TRC to pursue a business plan to use TRELEGY royalties to invest in certain privately-held companies, rather than distribute such funds that would otherwise be available for distribution to the Company under the

terms of the TRC LLC Agreement to the Company in a manner that it believes is consistent with the TRC LLC Agreement and its 85% economic interest in TRC.

On March 30, 2021, the arbitrator ruled that, the Company had not shown that at the then current levels of investment, Innoviva and TRC had not breached the TRC LLC Agreement as of the date of the arbitration. 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 then 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. While the TRC LLC Agreement provides that Innoviva must consider in good faith any comments the Company provides, an applicable financial plan becomes effective 30 days after the draft plan is provided to the Company. The Company has objected to the proposed investments in private companies presented in draft TRC quarterly financial plans to date. If TRC identifies and consummates investments and incurs associated fees identified in a TRC quarterly plan, even over the Company’s objections, distributions by TRC to its members in subsequent quarters will be reduced.

The Company’s objections with regard to a 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.

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property and Equipment

Property and Equipment

9. Property and Equipment

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


	December 31,
(In thousands)	2021		2020
Computer equipment	$	2,341	$	2,314
Software		2,063		2,076
Furniture and fixtures		3,605		3,812
Laboratory equipment		20,087		29,753
Leasehold improvements		24,053		24,275
Subtotal		52,149		62,230
Less: accumulated depreciation		(38,492)		(45,808)
Property and equipment, net	$	13,657	$	16,422

For the year ended December 31, 2021, 2020, and 2019, depreciation expense for property and equipment was $3.5 million, $3.3 million, and $3.3 million, respectively.

Share-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-Based Compensation

Share-Based Compensation

10. 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.

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 was dependent on the Company meeting its critical operating goals and objectives during the five-year period from 2016 to December 2020, as well as, continued employment. The awards were broken into three separate tranches, and expenses associated with these awards were recognized during the years 2016 to 2020 as the performance conditions were achieved. As of the first quarter of 2020, the performance conditions associated with all three tranches were achieved. The Company recognized $0.4 million, $3.0 million, and $1.9 million of share-based compensation expense associated with these awards for the

year ended December 31, 2021, 2020, and 2019, respectively, and the expenses associated with these awards have been fully recognized as of December 31, 2021.

Separate from the performance-contingent awards described above, the Company periodically grants performance-contingent RSUs to employees. For the year ended December 31, 2021, 2020, and 2019, the Company recognized $0.4 million, $1.0 million, and $1.0 million, respectively, of share-based compensation expense related to such awards. As of December 31, 2021, there were 325,000 shares of these performance-contingent RSUs outstanding that have a maximum remaining share-based compensation expense of $2.9 million with performance expiration dates through December 2025.

Share-Based Compensation Modifications Due to Corporate Restructuring

As a result of the Company’s corporate restructuring announcement in September 2021 (see “Note 14. Corporate Restructuring”), the Board of Directors’ Compensation Committee approved the acceleration of certain equity awards for employees affected by the restructuring. The Company accounted for this acceleration as a Type III modification (improbable to probable) which resulted in a fair value of $5.6 million as of the modification date, which was recorded in “Restructuring and related expenses” within the consolidated statements of operations. The total cumulative compensation cost previously recognized for these awards of $2.8 million within “Research and development” and “Selling, general and administrative” through the modification date, was reversed. The acceleration resulted in a net incremental share-based compensation expense of $2.8 million for the year ended December 31, 2021 and impacted approximately 160 terminated employees that met the conditions of the acceleration.

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)	2021		2020		2019
Research and development	$	25,634	$	31,294	$	28,953
Selling, general and administrative		28,065		31,682		31,497
Restructuring and related expenses		8,362		—		—
Total share-based compensation expense	$	62,061	$	62,976	$	60,450

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


	Year Ended December 31,
(In thousands)	2021		2020		2019
Innoviva equity:
Options	$	—	$	—	$	—
RSUs		—		—		—
RSAs		—		—		64
Performance RSAs		—		—		—
Theravance Biopharma equity:
Options		5,473		6,536		6,381
RSUs		54,931		49,803		39,520
Performance RSAs and RSUs		763		3,943		12,717
ESPP		894		2,694		1,768
Total share-based compensation expense	$	62,061	$	62,976	$	60,450

As of December 31, 2021, 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	$	4,535	1.98
RSUs		88,220	2.77
Performance RSAs and RSUs ⁽¹⁾		795	2.37
ESPP		1	0.70
Total	$	93,551

(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, 2021:


	Number of Shares	Weighted-Average	Exercise Price of			Aggregate
	Subject to	Remaining Contractual	Outstanding Options			Intrinsic Value
	Outstanding Options	Term (Years)	(in dollars)			(in thousands)
Outstanding at December 31, 2020	3,299,179		$	24.58
Granted	230,750			18.85
Exercised	(275)			16.76
Forfeited	(658,086)			22.41
Outstanding at December 31, 2021	2,871,568	4.63		24.62	$	1,070
Exercisable at December 31, 2021		3.95				867
Vested and expected to vest at December 31, 2021		4.62				1,070

The following table summarizes additional information for options under the 2013 EIP and 2014 NEEIP.


	2021		2020		2019
Weighted average fair value of options (in dollars)	$	9.25	$	11.03	$	10.20
Total intrinsic value of options exercised (in thousands)	$	1	$	384	$	822

The following table summarizes total RSU and RSA activity (including performance RSUs and RSAs) for the year ended December 31, 2021:


	Number of Shares	Number of Shares
	Subject to	Outstanding Subject to
	Outstanding RSUs	Performance Conditions (RSAs)
Outstanding at December 31, 2020	4,993,918	414,000
Granted	7,850,175	—
Released	(2,682,186)	(414,000)
Forfeited	(1,808,058)	—
Outstanding at December 31, 2021	8,353,849	—

The total estimated fair value of RSUs vested was $49.3 million and $52.8 million in 2021 and 2020, 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,
	2021		2020		2019
Options
Risk-free interest rate		0.5% - 1.2%		0.3% - 1.7%		1.6% - 2.5%
Expected term (in years)		5.3 - 6.1		5.2 - 6.1		6.0
Volatility		52% - 53%		50% - 53%		51% - 53%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	9.25	$	11.03	$	10.20
2013 ESPP
Risk-free interest rate		0.03% - 0.2%		0.1% - 0.2%		1.5% - 2.4%
Expected term (in years)		0.5 - 2.0		0.5 - 2.0		0.5 - 2.0
Volatility		40% - 79%		53% - 76%		40% - 48%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	3.52	$	8.04	$	6.17

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Taxes

Income Taxes

11. 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 a 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)	2021		2020		2019
Income (loss) before provision for income taxes:
Cayman Islands	$	—	$	37,567	$	11,779
United States		(16,568)		(46,500)		(99,225)
Ireland		(182,775)		(277,105)		(154,217)
United Kingdom		(234)		(499)		(14)
Total	$	(199,577)	$	(286,537)	$	(241,677)

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


	Year Ended December 31,
(In thousands)	2021			2020			2019
Provision for income tax benefit (expense):
Current:
Cayman Islands	$	—		$	—		$	—
United States		173			8,545			5,210
Ireland		(8)			(13)			—
United Kingdom		(14)			(12)			12
Subtotal		151			8,520			5,222
Deferred		—			—			—
Total	$	151		$	8,520		$	5,222
Effective tax rate		0.08	%		2.97	%		2.16	%

The provision for income tax benefit was $0.2 million, $8.5 million, and $5.2 million for the year ended December 31, 2021, 2020, and 2019, respectively.

The 2021 and 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, 2021, 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,
	2021		2020		2019
Provision at statutory income tax rate	25.00	%	25.00	%	25.00	%
Foreign rate differential	(10.52)		(11.49)		(6.96)
Share-based compensation	(4.14)		0.75		(1.17)
Non-deductible executive compensation	(1.62)		(0.63)		(0.51)
Uncertain tax positions	(5.25)		(1.26)		(0.63)
Research and development tax credit carryforwards	2.38		1.83		2.50
Intangible asset	2.44		10.01		—
Change in valuation allowance	(7.62)		(20.56)		(14.90)
Other	(0.59)		(0.68)		(1.17)
Effective tax rate	0.08	%	2.97	%	2.16	%

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)	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	115,606	$	82,821
Capital loss carryforwards		19,409		19,409
Research and development tax credit carryforwards		28,372		24,075
Fixed assets and intangibles		287,177		310,187
Share-based compensation		10,432		15,087
Accruals		3,590		8,145
Operating lease liabilities		11,607		11,662
Other		10,505		346
Subtotal		486,698		471,732
Valuation allowance		(477,868)		(462,711)
Total deferred tax assets		8,830		9,021

Deferred tax liabilities:
Operating lease assets		(8,575)		(8,680)
Prepaid assets		(254)		(341)
Total deferred tax liabilities		(8,830)		(9,021)
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, 2021, the Company’s deferred tax assets were offset in full by a valuation allowance.

The valuation allowance as of December 31, 2021 increased from $462.7 million to $477.9 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, 2021, the Company had $305.0 million of US federal net operating loss carryforwards and $24.7 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, 2021, this amount was $260.1 million. The Company had state net operating loss carryforwards of $90.4 million which generally begin to expire in 2034 and state research and development credit carryforwards of $23.4 million to be carried forward indefinitely.

The Company also had Irish net operating loss carryforwards of $739.6 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 not material for the year ended December 31, 2021 and 2020.

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, 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
Gross decrease in tax positions for prior years		(395)
Gross increase in tax positions for current year		11,971
Unrecognized tax benefits as of December 31, 2021	$	75,023

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 $75.0 million and $63.4 million, as of December 31, 2021 and December 31, 2020, 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 2018 and forward remain open to examination in Ireland, tax years 2019 and forward remain open to examination in the US, and the tax years 2016 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 2021 or 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.

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+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

12. Commitments and Contingencies

Performance-Contingent Awards

In 2016, the Compensation Committee granted long-term incentive cash bonus awards to certain employees. The vesting and payout of such awards was dependent on the Company meeting its critical operating goals and objectives during a five-year period from 2016 to December 2020, as well as continued employment. The awards were broken into three separate tranches, and expenses associated with these awards were recognized during the years 2016 to 2021 as the performance conditions were achieved.

The performance conditions associated with the first tranche of the cash bonus awards were completed in the second quarter of 2018, the performance conditions associated with the second tranche were completed in the first quarter of 2019, and the performance conditions associated with the third tranche were completed in the first quarter of 2020. The Company recognized $0.4 million, $3.3 million, and $14.2 million of cash bonus expense for the year ended December 31, 2021, 2020, and 2019, respectively, and the expenses associated with these awards have been fully recognized as of December 31, 2021.

Guarantees and Indemnifications

The Company indemnifies its officers and directors for certain events or occurrences, subject to certain limits. The Company maintains insurance policies that may limit its exposure, and therefore, 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, 2021. However, no assurances can be given regarding the amounts that may ultimately be covered by the insurers, and the Company may incur substantial liabilities because of these indemnification obligations.

Public Offering of Ordinary Shares

12 Months Ended

Dec. 31, 2021

Public Offering of Ordinary Shares

Public Offering of Ordinary Shares

13. 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 $115.6 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.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Corporate Restructuring

12 Months Ended

Dec. 31, 2021

Corporate Restructuring

Corporate Restructuring

14. Corporate Restructuring

Following unfavorable clinical results related to the Company’s late-stage development programs, on September 15, 2021, the Company announced a strategic update and corporate restructuring (the “Restructuring”) to focus on leveraging its expertise in developing and commercializing respiratory therapeutics. As part of the Restructuring, the Company initiated a reduction in workforce of approximately 75%, an estimated 270 positions. Approximately 75% of the total reduction in workforce was completed at the end of November 2021, and the remainder will be completed by the end of February 2022.

The Company estimates that it will incur total Restructuring and related expenses of approximately $32.0 million comprised of $17.0 million in cash expenses and $15.0 million in non-cash expenses. These expenses are primarily comprised of severance and other related costs which are being recognized ratably over the future service period.

For the year ended December 31, 2021, the Company incurred Restructuring and related expenses of $20.1 million of which $10.6 million related R&D expenses and $9.5 million related to selling, general and administrative expenses. Of the total $20.1 million, cash-related expenses were $11.5 million and non-cash expenses were $8.6 million which were primarily related to the modification of equity-based awards for employees affected by the Restructuring and certain related awards for other employees.

Selected information relating to accrued cash-related Restructuring expenses was as follows:


(In thousands)
Balance at December 31, 2020	$	—
Net accruals		11,867
Cash paid		(2,317)
Balance at December 31, 2021	$	9,550

The Company expects to recognize the majority of the remaining Restructuring and related expenses of approximately $12.0 million, comprised of $5.0 million in cash-related expenses and $7.0 million in non-cash expenses, in the first quarter of 2022 and the balance by the third quarter of 2022. The remaining Restructuring and related expense estimates are subject to a number of assumptions, and actual amounts may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the Restructuring.

The Company also completed an evaluation of the impact of the Restructuring on the carrying value of its long-lived assets, such as property and equipment and operating lease assets. This process includes evaluating the estimated remaining lives, significant changes in the use, and potential impairment charges related to its long-lived assets. Based on its evaluation, the Company determined that its long-lived assets were not impaired as of December 31, 2021, and it did not recognize any impairment charges related to its long-lived assets for the year ended December 31, 2021. The Company may incur additional costs not currently contemplated due to events that may occur because of, or that are associated with, the Restructuring.

SUPPLEMENTARY FINANCIAL DATA (UNAUDITED)

12 Months Ended

Dec. 31, 2021

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, 2021 and 2020. 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,
2021
Total revenue	$	14,257	$	12,914	$	13,194	$	14,946
Costs and expenses		98,149		77,024		66,809		71,113
Loss from operations		(83,892)		(64,110)		(53,615)		(56,167)
Net loss		(79,679)		(52,405)		(35,308)		(32,034)
Basic and diluted net loss per share	$	(1.24)	$	(0.80)	$	(0.48)	$	(0.43)
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)


Share of Total YUPELRI Net Sales ⁽¹⁾
	For the Quarter Ended
	March 31,		June 30,		September 30,		December 31,
2021	$	12,908	$	14,621	$	13,806	$	15,344
2020	$	12,880	$	10,589	$	12,960	$	13,550

(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, 2021

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 2 —

Level 3 —

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

Receivables from Collaborative Arrangements

collateral. For the periods presented, the Company did not have any material write-offs of receivables from collaborative arrangements.

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

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 R&D 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)	2021		2020		2019
Numerator:
Net loss	$	(199,426)	$	(278,017)	$	(236,455)
Denominator:
Weighted-average ordinary shares outstanding		69,518		62,808		56,452
Less: weighted-average ordinary shares subject to forfeiture		(57)		(463)		(842)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		69,461		62,345		55,610
Basic and diluted net loss per share	$	(2.87)	$	(4.46)	$	(4.25)

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)	2021	2020	2019
Share issuances under equity incentive plans and ESPP	7,469	6,553	6,577
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676
Total	14,145	13,229	13,253

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 Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

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)	2021		2020		2019
Numerator:
Net loss	$	(199,426)	$	(278,017)	$	(236,455)
Denominator:
Weighted-average ordinary shares outstanding		69,518		62,808		56,452
Less: weighted-average ordinary shares subject to forfeiture		(57)		(463)		(842)
Weighted-average ordinary shares used to compute basic and diluted net loss per share		69,461		62,345		55,610
Basic and diluted net loss per share	$	(2.87)	$	(4.46)	$	(4.25)

Schedule of anti-dilutive securities



	Year Ended December 31,
(In thousands)	2021	2020	2019
Share issuances under equity incentive plans and ESPP	7,469	6,553	6,577
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676
Total	14,145	13,229	13,253

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Revenue

Schedule of revenue recognized from collaborative arrangements



	Year Ended December 31,
(In thousands)	2021		2020		2019
Janssen	$	11,425	$	26,426	$	31,096
Other		38		38		154
Total collaboration revenue	$	11,463	$	26,464	$	31,250

Summary of changes in deferred revenue



	Year Ended December 31,
(In thousands)	2021		2020		2019
Collaboration revenue recognized in the period from:
Amounts included in deferred revenue at the beginning of the period	$	11,463	$	26,464	$	31,245
Performance obligations satisfied in previous period		—		—		—

Summary of profit sharing revenue and collaboration loss



	Year Ended December 31,
(In thousands)	2021		2020		2019
Viatris collaboration agreement - Amounts receivable from Viatris	$	43,848	$	43,893	$	13,664
Collaboration loss - Amounts payable to Viatris	$	—	$	—	$	1,582

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



	Year Ended December 31,
(In thousands)	2021		2020		2019
Janssen	$	5,819	$	8,554	$	5,129
Viatris		2,072		1,524		460
Total reduction to R&D expense, net	$	7,891	$	10,078	$	5,589

Segment Information (Tables)

12 Months Ended

Dec. 31, 2021

Segment Information

Schedule of total revenue by geographic region


	Year Ended December 31,
(In thousands)	2021		2020		2019
US	$	55,273	$	70,319	$	54,760
Europe		38		1,538		18,654
Total revenue	$	55,311	$	71,857	$	73,414

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)	2021		2020		2019
Viatris	79	%	63	%	44	%
Janssen	21	%	37	%	42	%
Pfizer	—		—		14	%

Cash, Cash Equivalents, and Restricted Cash (Tables)

12 Months Ended

Dec. 31, 2021

Cash, Cash Equivalents, and Restricted Cash

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


	December 31,
(In thousands)	2021		2020		2019
Cash and cash equivalents	$	89,959	$	81,467	$	58,064
Restricted cash		837		833		833
Total cash, cash equivalents, and restricted cash shown on the consolidated statements of cash flows	$	90,796	$	82,300	$	58,897

Investments and Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Investments and Fair Value Measurements

Schedule of available-for-sale securities


		December 31, 2021
				Gross		Gross
		Amortized		Unrealized		Unrealized		Estimated
(In thousands)		Cost		Gains		Losses		Fair Value
US government securities	Level 1	$	29,986	$	—	$	(2)	$	29,984
Corporate notes	Level 2		5,034		—		(2)		5,032
Commercial paper	Level 2		48,490		1		(1)		48,490
Marketable securities			83,510		1		(5)		83,506
Money market funds	Level 1		50,228		—		—		50,228
Total		$	133,738	$	1	$	(5)	$	133,734


		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, 2021
	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
US government securities	$	19,991	$	(2)	$	—	$	—	$	19,991	$	(2)
Corporate notes		5,031		(2)		—		—		5,031		(2)
Commercial paper		9,995		(1)		—		—		9,995		(1)
Total	$	35,017	$	(5)	$	—	$	—	$	35,017	$	(5)


	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)

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt

Schedule of debt


	December 31,
(In thousands)	2021		2020
9.5% Non-Recourse 2035 Notes:
Principal amount	$	413,291	$	418,572
Less: 5% retained by the Company		(20,665)		(20,929)
Unamortized debt issuance costs - 9.5% Non-Recourse 2035 Notes		(3,062)		(3,847)
Unamortized debt issuance costs - Modified 9.0% Non-Recourse 2033 Notes		(1,265)		(1,589)
		388,299		392,207
3.25% Convertible 2023 Notes:
Principal amount		230,000		230,000
Unamortized debt issuance costs		(1,965)		(3,037)
		228,035		226,963

Total debt	$	616,334	$	619,170

Schedule of debt interest expense


	Year Ended December 31,
(In thousands)	2021		2020		2019
Stated coupon interest	$	44,707	$	42,625	$	28,811
Amortization of debt issuance costs		2,182		1,960		3,051
Total debt interest expense	$	46,889	$	44,585	$	31,862

- 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

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+ Details

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Lessee, Lease, Description [Line Items]

Summary of supplemental balance sheet information related to leases


(In thousands)	Classification	December 31, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease assets	$	39,690	$	43,260

Liabilities
Current:
Operating lease liabilities	Operating lease liabilities	$	503	$	9,867
Non-current:
Operating lease liabilities	Long-term operating lease liabilities		52,681		47,220
Total operating lease liabilities		$	53,184	$	57,087

Summary of components of lease expense


		Year Ended		Year Ended		Year Ended
(In thousands)	Classification	December 31, 2021		December 31, 2020		December 31, 2019
Operating lease expense	Selling, general and administrative expense	$	6,248	$	7,974	$	7,959
Operating lease expense	Research and development expense		1,377		758		164
Total operating lease expense ⁽¹⁾		$	7,625	$	8,732	$	8,123

		Year Ended		Year Ended		Year Ended
(In thousands)	Classification	December 31, 2021		December 31, 2020		December 31, 2019
Operating sublease income	Selling, general and administrative expense	$	466	$	—	$	—

(1)	Excludes short-term leases which were not material and office lease service-related charges.

Summary of cash information related to leases


	Year Ended		Year Ended
(In thousands)	December 31, 2021		December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,971	$	3,804

Summary of maturities of lease liabilities


(In thousands)
Year ending December 31:
2022	$	9,390
2023		9,655
2024		9,865
2025		10,133
2026		10,425
Thereafter		36,552
Total operating lease payments	$	86,020
Less: Estimated tenant improvement allowance		(10,214)
Less: Imputed interest		(22,622)
Present value of operating lease liabilities	$	53,184

Sublease

Lessee, Lease, Description [Line Items]

Summary of maturities of lease liabilities


(In thousands)
Year ending December 31:
2022	$	1,717
2023		1,768
2024		1,821
2025		1,876
2026		1,932
Thereafter		3,516
Total operating sublease receipts	$	12,630

Theravance Respiratory Company, LLC (Tables)

12 Months Ended

Dec. 31, 2021

Theravance Respiratory Company, LLC

Summary financial information



	Year Ended December 31,
(In thousands)	2021		2020		2019
Current assets	$	93,275	$	63,027	$	36,737
Non-current assets		37,695		16,959		—
Current liabilities		252		508		3,069
Royalty revenue and gross profit		126,688		73,089		42,790
Revenue from collaborative arrangements for the period ended		—		10,000		—
Income from continuing operations		122,732		80,477		39,410
Net income	$	121,191	$	81,662	$	39,653

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property and Equipment

Schedule of property and equipment


	December 31,
(In thousands)	2021		2020
Computer equipment	$	2,341	$	2,314
Software		2,063		2,076
Furniture and fixtures		3,605		3,812
Laboratory equipment		20,087		29,753
Leasehold improvements		24,053		24,275
Subtotal		52,149		62,230
Less: accumulated depreciation		(38,492)		(45,808)
Property and equipment, net	$	13,657	$	16,422

Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-Based Compensation

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



	Year Ended December 31,
(In thousands)	2021		2020		2019
Research and development	$	25,634	$	31,294	$	28,953
Selling, general and administrative		28,065		31,682		31,497
Restructuring and related expenses		8,362		—		—
Total share-based compensation expense	$	62,061	$	62,976	$	60,450

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


	Year Ended December 31,
(In thousands)	2021		2020		2019
Innoviva equity:
Options	$	—	$	—	$	—
RSUs		—		—		—
RSAs		—		—		64
Performance RSAs		—		—		—
Theravance Biopharma equity:
Options		5,473		6,536		6,381
RSUs		54,931		49,803		39,520
Performance RSAs and RSUs		763		3,943		12,717
ESPP		894		2,694		1,768
Total share-based compensation expense	$	62,061	$	62,976	$	60,450

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	$	4,535	1.98
RSUs		88,220	2.77
Performance RSAs and RSUs ⁽¹⁾		795	2.37
ESPP		1	0.70
Total	$	93,551

(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	Exercise Price of			Aggregate
	Subject to	Remaining Contractual	Outstanding Options			Intrinsic Value
	Outstanding Options	Term (Years)	(in dollars)			(in thousands)
Outstanding at December 31, 2020	3,299,179		$	24.58
Granted	230,750			18.85
Exercised	(275)			16.76
Forfeited	(658,086)			22.41
Outstanding at December 31, 2021	2,871,568	4.63		24.62	$	1,070
Exercisable at December 31, 2021		3.95				867
Vested and expected to vest at December 31, 2021		4.62				1,070


	2021		2020		2019
Weighted average fair value of options (in dollars)	$	9.25	$	11.03	$	10.20
Total intrinsic value of options exercised (in thousands)	$	1	$	384	$	822

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, 2020	4,993,918	414,000
Granted	7,850,175	—
Released	(2,682,186)	(414,000)
Forfeited	(1,808,058)	—
Outstanding at December 31, 2021	8,353,849	—

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


	Year Ended December 31,
	2021		2020		2019
Options
Risk-free interest rate		0.5% - 1.2%		0.3% - 1.7%		1.6% - 2.5%
Expected term (in years)		5.3 - 6.1		5.2 - 6.1		6.0
Volatility		52% - 53%		50% - 53%		51% - 53%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	9.25	$	11.03	$	10.20
2013 ESPP
Risk-free interest rate		0.03% - 0.2%		0.1% - 0.2%		1.5% - 2.4%
Expected term (in years)		0.5 - 2.0		0.5 - 2.0		0.5 - 2.0
Volatility		40% - 79%		53% - 76%		40% - 48%
Dividend yield		—		—		—
Weighted-average estimated fair value	$	3.52	$	8.04	$	6.17

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Taxes

Schedule of components of the loss before income taxes


	Year Ended December 31,
(In thousands)	2021		2020		2019
Income (loss) before provision for income taxes:
Cayman Islands	$	—	$	37,567	$	11,779
United States		(16,568)		(46,500)		(99,225)
Ireland		(182,775)		(277,105)		(154,217)
United Kingdom		(234)		(499)		(14)
Total	$	(199,577)	$	(286,537)	$	(241,677)

Schedule of the components of the provision for income taxes


	Year Ended December 31,
(In thousands)	2021			2020			2019
Provision for income tax benefit (expense):
Current:
Cayman Islands	$	—		$	—		$	—
United States		173			8,545			5,210
Ireland		(8)			(13)			—
United Kingdom		(14)			(12)			12
Subtotal		151			8,520			5,222
Deferred		—			—			—
Total	$	151		$	8,520		$	5,222
Effective tax rate		0.08	%		2.97	%		2.16	%

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


	Year Ended December 31,
	2021		2020		2019
Provision at statutory income tax rate	25.00	%	25.00	%	25.00	%
Foreign rate differential	(10.52)		(11.49)		(6.96)
Share-based compensation	(4.14)		0.75		(1.17)
Non-deductible executive compensation	(1.62)		(0.63)		(0.51)
Uncertain tax positions	(5.25)		(1.26)		(0.63)
Research and development tax credit carryforwards	2.38		1.83		2.50
Intangible asset	2.44		10.01		—
Change in valuation allowance	(7.62)		(20.56)		(14.90)
Other	(0.59)		(0.68)		(1.17)
Effective tax rate	0.08	%	2.97	%	2.16	%

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


	December 31,
(In thousands)	2021			2020
Deferred tax assets:
Net operating loss carryforwards	$	115,606	$	82,821
Capital loss carryforwards		19,409		19,409
Research and development tax credit carryforwards		28,372		24,075
Fixed assets and intangibles		287,177		310,187
Share-based compensation		10,432		15,087
Accruals		3,590		8,145
Operating lease liabilities		11,607		11,662
Other		10,505		346
Subtotal		486,698		471,732
Valuation allowance		(477,868)		(462,711)
Total deferred tax assets		8,830		9,021

Deferred tax liabilities:
Operating lease assets		(8,575)		(8,680)
Prepaid assets		(254)		(341)
Total deferred tax liabilities		(8,830)		(9,021)
Net deferred tax assets (liabilities)	$	—	$	—

Reconciliation of unrecognized tax benefits


(In thousands)
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
Gross decrease in tax positions for prior years		(395)
Gross increase in tax positions for current year		11,971
Unrecognized tax benefits as of December 31, 2021	$	75,023

Corporate Restructuring (Tables)

12 Months Ended

Dec. 31, 2021

Corporate Restructuring

Schedule of information related to accrued restructuring, severance costs and one-time termination


(In thousands)
Balance at December 31, 2020	$	—
Net accruals		11,867
Cash paid		(2,317)
Balance at December 31, 2021	$	9,550

Organization and Summary of Significant Accounting Policies - Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2021 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, 2021
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, 2021	Dec. 31, 2020
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, 2021	Dec. 31, 2020	Dec. 31, 2019
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, 2021	Jul. 10, 2020
TRC
Allowance for Doubtful Accounts
Percentage of equity interest	85.00%	85.00%

Organization and Summary of Significant Accounting Policies - Advertising Expenses (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Summary of Significant Accounting Policies
Advertising expenses	$ 9.3	$ 6.3	$ 2.4

Organization and Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization and Summary of Significant Accounting Policies
US federal, state and foreign unrecognized tax benefits	$ 75,023	$ 63,447	$ 58,763

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, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net loss	$ (32,034)	$ (35,308)	$ (52,405)	$ (79,679)	$ (58,434)	$ (73,643)	$ (62,887)	$ (83,053)	$ (199,426)	$ (278,017)	$ (236,455)
Denominator:
Weighted-average ordinary shares outstanding									69,518	62,808	56,452
Less: weighted-average ordinary shares subject to forfeiture									(57)	(463)	(842)
Weighted-average shares used to compute basic net loss per share									69,461	62,345	55,610
Weighted-average shares used to compute diluted net loss per share									69,461	62,345	55,610
Basic net loss per share	$ (0.43)	$ (0.48)	$ (0.80)	$ (1.24)	$ (0.92)	$ (1.16)	$ (1.00)	$ (1.40)	$ (2.87)	$ (4.46)	$ (4.25)
Diluted net loss per share	$ (0.43)	$ (0.48)	$ (0.80)	$ (1.24)	$ (0.92)	$ (1.16)	$ (1.00)	$ (1.40)	$ (2.87)	$ (4.46)	$ (4.25)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- 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, 2021	Dec. 31, 2020	Dec. 31, 2019
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	14,145,000	13,229,000	13,253,000
Share issuances under equity incentive plans and ESPP
Anti-Dilutive Securities
Anti-dilutive securities (in shares)	7,469,000	6,553,000	6,577,000
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	0	414,000

Organization and Summary of Significant Accounting Policies - Related Parties (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
GSK
Related party transactions
Ordinary shares held (in percent)	13.00%
Member board of directors
Related party transactions
Fees incurred related to related party	$ 0.5	$ 0.5	$ 0.4
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, 2021	Dec. 31, 2020	Dec. 31, 2019
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	$ 11,463	$ 26,464	$ 31,245
Janssen
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	11,425	26,426	31,096
Other
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	38	38	154
Collaborative revenue
Collaboration revenue recognized in the period from:
Revenue from collaborative arrangements	$ 11,463	$ 26,464	$ 31,250

Revenue - Janssen Biotech Agreement (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended								12 Months Ended
	Feb. 28, 2018	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangements and Co-Promote Agreement
Revenues		$ 14,946	$ 13,194	$ 12,914	$ 14,257	$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 55,311	$ 71,857	$ 73,414
Percentage of profit share	33.00%									35.00%
Revenue from collaborative arrangements										$ 11,463	26,464	31,245
Research and development										193,657	260,953	219,248
Janssen
Collaborative Arrangements and Co-Promote Agreement
Upfront payment receivable	$ 100,000									100,000
Percentage of profit share	67.00%
Revenue from collaborative arrangements										11,425	26,426	31,096
Research and development										$ 18,300	$ 38,500	$ 39,900
Janssen \| Collaborative Arrangement
Collaborative Arrangements and Co-Promote Agreement
Upfront payment receivable	$ 100,000
Janssen \| Collaborative Arrangement \| Izencitinib
Collaborative Arrangements and Co-Promote Agreement
Collaborative arrangement, opt in fee	$ 200,000

Revenue - Development and Commercialization Agreement (Details) - USD ($)	1 Months Ended			3 Months Ended								12 Months Ended
	Mar. 31, 2020	Jun. 30, 2019	Feb. 28, 2018	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2016
Collaborative Arrangements and Co-Promote Agreement
Milestone payment				$ 14,946,000	$ 13,194,000	$ 12,914,000	$ 14,257,000	$ 18,730,000	$ 18,257,000	$ 15,008,000	$ 19,862,000	$ 55,311,000	$ 71,857,000	$ 73,414,000
Percentage of profit share			33.00%									35.00%
YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment				$ 15,344,000	$ 13,806,000	$ 14,621,000	$ 12,908,000	$ 13,550,000	$ 12,960,000	$ 10,589,000	$ 12,880,000
Mylan
Collaborative Arrangements and Co-Promote Agreement
Percentage of profit share												65.00%
Viatris
Collaborative Arrangements and Co-Promote Agreement
Milestone payment	$ 1,500,000
Upfront payment receivable		$ 18,500,000
Percentage of profit share												65.00%
Viatris \| Revefenacin Monotherapy (TD-4208)
Collaborative Arrangements and Co-Promote Agreement
Initial cash payment															$ 15,000,000.0
Milestone payment												$ 160,000,000.0
Transaction price															$ 15,000,000.0
Viatris \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		9,000,000.0
Viatris \| YUPELRI Monotherapy \| Development and Commercialization Agreement
Collaborative Arrangements and Co-Promote Agreement
Milestone payment												160,000,000.0
Viatris \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		7,500,000										45,000,000.0
Viatris \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		37,500,000										205,000,000.0
Viatris \| Sales milestones \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment												150,000,000.0
Viatris \| Regulatory actions \| YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment												$ 10,000,000.0
Viatris \| Development and Sales Milestones \| Future potential combination products
Collaborative Arrangements and Co-Promote Agreement
Milestone payment		$ 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

Revenue - Condensed Statement Of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 11,463	$ 26,464	$ 31,245
Viatris collaboration agreement
Development and Collaboration Agreement
Revenue from collaborative arrangements	$ 43,848	43,893	13,664
Collaboration Loss			1,582
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	$ 56,700	$ 50,000	$ 19,300
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, 2021	Dec. 31, 2020	Dec. 31, 2019
Research and Development Reimbursement
Total reduction to R and D expense	$ 7,891	$ 10,078	$ 5,589
Janssen
Research and Development Reimbursement
Total reduction to R and D expense	5,819	8,554	5,129
Viatris
Research and Development Reimbursement
Total reduction to R and D expense	$ 2,072	$ 1,524	$ 460

Revenue - Revenue from Licensing Arrangements (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended								12 Months Ended
	Mar. 31, 2020	Jun. 30, 2019	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Collaborative Arrangements and Co-Promote Agreement
Milestone payment			$ 14,946	$ 13,194	$ 12,914	$ 14,257	$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 55,311	$ 71,857	$ 73,414
YUPELRI Monotherapy
Collaborative Arrangements and Co-Promote Agreement
Milestone payment			$ 15,344	$ 13,806	$ 14,621	$ 12,908	$ 13,550	$ 12,960	$ 10,589	$ 12,880
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
Pfizer \| Sales milestones
Collaborative Arrangements and Co-Promote Agreement
Milestone payment													$ 240,000

Segment Information - Geographic region (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segment Information
Total revenue	$ 14,946	$ 13,194	$ 12,914	$ 14,257	$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 55,311	$ 71,857	$ 73,414
United States
Segment Information
Total revenue									55,273	70,319	54,760
Europe
Segment Information
Total revenue									$ 38	$ 1,538	$ 18,654

- 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=123359005&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=123359005&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=123359005&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=123359005&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=123359005&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=123351226&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=123359005&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=123359005&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=123359005&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=123351226&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, 2021	Dec. 31, 2020	Dec. 31, 2019
Viatris
Segment Information
Percentage of total revenues	79.00%	63.00%	44.00%
Janssen
Segment Information
Percentage of total revenues	21.00%	37.00%	42.00%
Pfizer
Segment Information
Percentage of total revenues	0.00%	0.00%	14.00%

Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Cash and cash equivalents	$ 89,959	$ 81,467	$ 58,064
Restricted cash	837	833	833
Total cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows	90,796	82,300	58,897	$ 378,854
Realized and unrealized (loss) gain on foreign currency transactions	$ (900)	$ (300)	$ 200
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, 2021	Dec. 31, 2020
Available for sale securities:
Amortized Cost	$ 133,738	$ 211,427
Gross Unrealized Gains	1	53
Gross Unrealized Losses	(5)	(6)
Estimated Fair Value	133,734	211,474
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	35,017	44,420
Estimated Fair Value Total	35,017	44,420
Gross unrealized lesser than 12 months	(5)	(6)
Gross unrealized loss, Total	(5)	(6)
Marketable securities
Available for sale securities:
Amortized Cost	83,510	211,427
Gross Unrealized Gains	1	53
Gross Unrealized Losses	(5)	(6)
Estimated Fair Value	83,506	211,474
U.S. government securities
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	19,991
Estimated Fair Value Total	19,991
Gross unrealized lesser than 12 months	(2)
Gross unrealized loss, Total	(2)
U.S. government securities \| Quoted Prices in Active Markets for Identical Assets, Level 1
Available for sale securities:
Amortized Cost	29,986	75,036
Gross Unrealized Gains		34
Gross Unrealized Losses	(2)
Estimated Fair Value	29,984	75,070
U.S. government agency securities \| Significant Other Observable Inputs, Level 2
Available for sale securities:
Amortized Cost		74,971
Gross Unrealized Gains		18
Estimated Fair Value		74,989
U.S. corporate notes
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	5,031	5,045
Estimated Fair Value Total	5,031	5,045
Gross unrealized lesser than 12 months	(2)	(1)
Gross unrealized loss, Total	(2)	(1)
U.S. corporate notes \| Significant Other Observable Inputs, Level 2
Available for sale securities:
Amortized Cost	5,034	5,046
Gross Unrealized Losses	(2)	(1)
Estimated Fair Value	5,032	5,045
U.S. commercial paper
Debt Securities, Available-for-sale, Unrealized Gain (Loss) [Abstract]
Estimated Fair Value lesser than 12 months	9,995	39,375
Estimated Fair Value Total	9,995	39,375
Gross unrealized lesser than 12 months	(1)	(5)
Gross unrealized loss, Total	(1)	(5)
U.S. commercial paper \| Significant Other Observable Inputs, Level 2
Available for sale securities:
Amortized Cost	48,490	56,374
Gross Unrealized Gains	1	1
Gross Unrealized Losses	(1)	(5)
Estimated Fair Value	48,490	$ 56,370
Money market funds \| Quoted Prices in Active Markets for Identical Assets, Level 1
Available for sale securities:
Amortized Cost	50,228
Estimated Fair Value	$ 50,228

Investments and Fair Value Measurements - Convertible senior notes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Maturity period for marketable securities
Maximum contractual maturity period	6 months
Weighted average contractual maturity period	2 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
Unrealized losses
Net unrealized losses	$ 0
Available-for-sale securities sold		$ 19,900	$ 0

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, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 10, 2020
Debt Instrument [Line Items]
Total long-term debt						$ 616,334,000	$ 619,170,000
Long-term debt interest expense
Stated coupon interest						44,707,000	42,625,000	$ 28,811,000
Amortization of debt issuance costs						2,182,000	1,960,000	3,051,000
Total debt interest expense						46,889,000	44,585,000	31,862,000
Loss on extinguishment of debt							15,464,000
Principal payment on notes						10,730,000	235,347,000	$ 2,152,000
Issuer II Class C Units
Long-term debt interest expense
Percentage of equity interest		75.00%
9.5% Non-Recourse 2035 Notes
Debt Instrument [Line Items]
Principal amount		$ 400,000,000.0				413,291,000	418,572,000
Less: 5% retained by the Company						(20,665,000)	(20,929,000)
Unamortized debt issuance costs						(3,062,000)	(3,847,000)
Total long-term debt						$ 388,299,000	392,207,000
Long-term debt interest expense
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						$ 392,600,000	397,600,000
Estimated fair value						373,000,000.0	399,600,000
9.0% Non-Recourse 2033 Notes
Debt Instrument [Line Items]
Unamortized debt issuance costs						$ (1,265,000)	(1,589,000)
Long-term debt interest expense
Proceeds from issuance of debt				$ 250,000,000.0
Interest rate (as a percent)				9.00%		9.00%
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					$ 230,000,000.0	$ 230,000,000	230,000,000
Unamortized debt issuance costs						(1,965,000)	(3,037,000)
Total long-term debt						$ 228,035,000	$ 226,963,000
Long-term debt interest expense
Proceeds from issuance of debt					222,500,000
Transaction costs					$ 7,500,000
Interest rate (as a percent)					3.25%		3.25%	3.25%
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 \| Significant Other Observable Inputs, Level 2
Long-term debt interest expense
Notes fair value						$ 220,200,000	$ 217,900,000
TRC
Debt Instrument [Line Items]
Principal amount						$ 10,700,000
Long-term debt interest expense
Percentage of economic interest		85.00%				85.00%
Net interest shortfall						$ 5,700,000
Percentage of equity interest						85.00%			85.00%
Principal payment on notes						$ 5,000,000.0
Net interest shortfall						23,400,000
Net principal paydown						$ 10,700,000
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%
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
Redemption price to principal amount, in percent			5.00%

Leases (Details) $ in Thousands	1 Months Ended	12 Months Ended
Leases (Details) $ in Thousands	Jul. 31, 2021 USD ($) ft²	Dec. 31, 2021 USD ($) ft² building Option	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Lessee, Lease, Description [Line Items]
Area of leased space \| ft²		162,000
Number of building leased \| building		2
Tenant improvement allowance		$ (10,214)	$ (12,100)
Area of lease space terminated \| ft²	8,000
Decrease in operating lease assets	$ 1,100
Decrease in operating lease liabilities	3,000	1,742	$ (1,600)	$ 2,317
Gain on lease modification	$ 1,900	$ 1,863
Area of subleased property \| ft²	21,000
Monthly base rent	$ 100
Increase in annual base rent (as a percent)	3.00%
Expected sublease income	$ 13,100
Premium component in sublease income	$ 3,800
Percentage of excess sublease income over lease obligations received to be shared with lessor	50.00%
Premium component in sublease income to be shared with lessor	$ 1,900
Percentage of excess sublease income over lease obligations to be retained	50.00%
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 \| ft²		6,100
Tenant improvement allowance		$ 10,200
Option to terminate		true

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Assets and liabilities
Operating lease assets	$ 39,690	$ 43,260
Operating lease liabilities, current	503	$ 9,867
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		Operating lease liabilities, current	Operating lease liabilities, current
Operating lease liabilities	52,681	$ 47,220
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]		Operating lease liabilities	Operating lease liabilities
Total operating lease liabilities	$ 53,184	$ 57,087

Leases - Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 7,625	$ 8,732	$ 8,123
Selling, general and administrative
Lessee, Lease, Description [Line Items]
Operating lease expense	6,248	7,974	7,959
Operating sublease income	466
Research and development
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 1,377	$ 758	$ 164

Leases - Maturity of Lease Liabilities and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Nov. 30, 2018
Maturity of Lease Liabilities
2022	$ 9,390
2023	9,655
2024	9,865
2025	10,133
2026	10,425
Thereafter	36,552
Total operating lease payments	86,020
Less: Estimated tenant improvement allowance	(10,214)	$ (12,100)
Less: Imputed interest	(22,622)
Present value of operating lease liabilities	53,184	57,087
Operating cash flows from operating leases	$ 8,971	$ 3,804
Weighted-average remaining lease term (years)	8 years 3 months 18 days
Weighted-average discount rate	8.64%
Sublease
Maturity of Lease Liabilities
2022	$ 1,717
2023	1,768
2024	1,821
2025	1,876
2026	1,932
Thereafter	3,516
Total operating lease payments	$ 12,630
9.0% Non-Recourse 2033 Notes
Maturity of Lease Liabilities
Interest rate (as a percent)	9.00%		9.00%

Theravance Respiratory Company, LLC (Details) - TRC		12 Months Ended
Theravance Respiratory Company, LLC (Details) - TRC	Feb. 21, 2020	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jul. 10, 2020
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
Royalty payments		$ 104,000,000.0	$ 68,400,000	$ 33,700,000
Royalty expenses		3,400,000	$ 2,200,000	$ 2,700,000
Amount due		43,500,000
Long-term asset		67,500,000
Net unrealized loss		300,000
Payment received		$ 59,500,000

Theravance Respiratory Company, LLC - Summary financial information (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 10, 2020
Summary financial information
Current assets	$ 249,870				$ 393,341				$ 249,870	$ 393,341
Current liabilities	58,587				123,571				58,587	123,571
Revenues	14,946	$ 13,194	$ 12,914	$ 14,257	18,730	$ 18,257	$ 15,008	$ 19,862	55,311	71,857	$ 73,414
Net income	(32,034)	$ (35,308)	$ (52,405)	$ (79,679)	(58,434)	$ (73,643)	$ (62,887)	$ (83,053)	(199,426)	(278,017)	(236,455)
TRC
Summary financial information
Current assets	93,275				63,027				93,275	63,027	36,737
Non-current assets	37,695				16,959				37,695	16,959
Current liabilities	$ 252				$ 508				252	508	3,069
Income from continuing operations									122,732	80,477	39,410
Net income									$ 121,191	81,662	39,653
Percentage of equity interest	85.00%								85.00%			85.00%
TRC \| Royalties
Summary financial information
Revenues									$ 126,688	73,089	$ 42,790
TRC \| Collaborative Arrangement, Transaction with Party to Collaborative Arrangements
Summary financial information
Revenues										$ 10,000

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and Equipment
Property and equipment, gross	$ 52,149	$ 62,230
Less: accumulated depreciation	(38,492)	(45,808)
Property and equipment, net	13,657	16,422
Depreciation expense	3,500	3,300	$ 3,300
Proceeds from the sale of property and equipment	6	64	$ 5
Computer equipment
Property and Equipment
Property and equipment, gross	2,341	2,314
Software
Property and Equipment
Property and equipment, gross	2,063	2,076
Furniture and fixtures
Property and Equipment
Property and equipment, gross	3,605	3,812
Laboratory equipment
Property and Equipment
Property and equipment, gross	20,087	29,753
Leasehold improvements
Property and Equipment
Property and equipment, gross	24,053	$ 24,275
Property and equipment
Property and Equipment
Proceeds from the sale of property and equipment	$ 1,900

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 Equity Incentive Plan
Share-Based Compensation
Shares approved for grant (in shares)			5,428,571
2013 Equity Incentive Plan \| 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 Equity Incentive Plan \| Stock 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 Equity Incentive Plan \| Stock options \| Vesting after one year
Share-Based Compensation
Vesting period			1 year
Vesting of RSU (as a percent)			25.00%
2013 Equity Incentive Plan \| Stock options \| Monthly vesting over the remaining three years
Share-Based Compensation
Vesting period			3 years
Vesting of RSU (as a percent)			75.00%
2013 Employee Share Purchase Plan
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 Employee Share Purchase Plan \| 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 \| Stock 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 \| Stock options \| Vesting after one year
Share-Based Compensation
Vesting of RSU (as a percent)		25.00%
2014 NEEIP \| Stock options \| Monthly vesting over the remaining three years
Share-Based Compensation
Vesting of RSU (as a percent)		75.00%

Share-Based Compensation - Performance Contingent Awards (Details) $ in Thousands		1 Months Ended	12 Months Ended
	Sep. 15, 2021 employee	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) employee shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2016 shares
Share-Based Compensation
Incremental Share-Based Compensation expense			$ 2,800
Number of employees reduction in workforce \| employee	270
Cumulative compensation cost		$ 2,800
Total share-based compensation expense			62,061	$ 62,976	$ 60,450
Research and development
Share-Based Compensation
Total share-based compensation expense			25,634	31,294	28,953
Selling, general and administrative
Share-Based Compensation
Total share-based compensation expense			$ 28,065	31,682	31,497
Restructuring and related expenses
Share-Based Compensation
Incremental Share-Based Compensation expense		$ 5,600
Number of employees reduction in workforce \| employee			160
Total share-based compensation expense			$ 8,362
Performance-Contingent Awards - RSAs
Share-Based Compensation
Shares approved for grant (in shares) \| shares						1,575,000
Vesting period						5 years
Total Max. Expense			$ 2,900
Performance-Contingent Awards - RSUs
Share-Based Compensation
RSUs outstanding (in shares) \| shares			325,000
Performance-Contingent Awards - RSUs \| Senior management
Share-Based Compensation
Shares approved for grant (in shares) \| shares						135,000
Performance-Contingent Awards - RSUs.
Share-Based Compensation
Total share-based compensation expense			$ 400	1,000	1,000
First tranche
Share-Based Compensation
Total share-based compensation expense			$ 400	$ 3,000	$ 1,900

Share-Based Compensation - Share Based Compensation Expense By Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-Based Compensation
Total share-based compensation expense	$ 62,061	$ 62,976	$ 60,450
Unrecognized compensation cost	93,551
Stock options
Share-Based Compensation
Total share-based compensation expense	5,473	6,536	6,381
Unrecognized compensation cost	$ 4,535
Weighted-average amortization period - years	1 year 11 months 23 days
RSUs
Share-Based Compensation
Total share-based compensation expense	$ 54,931	49,803	39,520
Unrecognized compensation cost	$ 88,220
Weighted-average amortization period - years	2 years 9 months 7 days
RSAs
Share-Based Compensation
Total share-based compensation expense			64
Performance-Contingent Awards - RSAs and RSUs
Share-Based Compensation
Total share-based compensation expense	$ 763	3,943	12,717
Unrecognized compensation cost	$ 795
Weighted-average amortization period - years	2 years 4 months 13 days
ESPP
Share-Based Compensation
Total share-based compensation expense	$ 894	$ 2,694	$ 1,768
Unrecognized compensation cost	$ 1
Weighted-average amortization period - years	8 months 12 days

Share-Based Compensation - Compensation Awards (Details) - 2013 EIP and 2014 NEEIP - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares Subject To Outstanding Options
Balance at the beginning of the year	3,299,179
Granted ( in shares)	230,750
Exercised (in shares)	(275)
Forfeited (in shares)	(658,086)
Balance at the end of the year	2,871,568	3,299,179
Weighted-Average Exercise Price of Outstanding Options
Balance at the beginning of the year (in dollars per share)	$ 24.58
Granted (in dollars per share)	18.85
Exercised (in dollars per share)	16.76
Forfeited (in dollars per share)	22.41
Balance at the end of the year (in dollars per share)	$ 24.62	$ 24.58
Additional disclosures
Weighted-Average Remaining Contractual Term (Years), Outstanding	4 years 7 months 17 days
Weighted-Average Remaining Contractual Term (Years), Exercisable	3 years 11 months 12 days
Weighted-Average Remaining Contractual Term (Years), Vested and expected to vest	4 years 7 months 13 days
Aggregate intrinsic value of options outstanding	$ 1,070
Aggregate intrinsic value of options exercisable	$ 867
Weighted-average estimated fair value (in dollars per share)	$ 9.25	$ 11.03	$ 10.20
Aggregate intrinsic value of vested or expected to vest	$ 1,070
Total intrinsic value of options exercised	$ 1	$ 384	$ 822

Share-Based Compensation - RSU and RSA activity (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
RSUs
RSU and RSA activity ( including Performance RSUs and RSAs)
Outstanding at beginning of year	4,993,918
Granted (in shares)	7,850,175
Released (in shares)	(2,682,186)
Forfeited (in shares)	(1,808,058)
Outstanding at end of year	8,353,849	4,993,918
Additional disclosures
Total estimated fair value of RSUs vested	$ 49.3	$ 52.8
Performance-Contingent Awards - RSAs
RSU and RSA activity ( including Performance RSUs and RSAs)
Outstanding at beginning of year	414,000
Released (in shares)	(414,000)
Outstanding at end of year		414,000

Share-Based Compensation - Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock options
Weighted-average assumptions
Risk-free interest rate, minimum (as a percent)	0.50%	0.30%	1.60%
Risk-free interest rate, maximum (as a percent)	1.20%	1.70%	2.50%
Expected term (in years)			6 years
Expected volatility, minimum (as a percent)	52.00%	50.00%	51.00%
Expected volatility, maximum (as a percent)	53.00%	53.00%	53.00%
Weighted-average estimated fair value (in dollars per share)	$ 9.25	$ 11.03	$ 10.20
Minimum \| Stock options
Weighted-average assumptions
Expected term (in years)	5 years 3 months 18 days	5 years 2 months 12 days
Maximum \| Stock options
Weighted-average assumptions
Expected term (in years)	6 years 1 month 6 days	6 years 1 month 6 days
2013 Employee Share Purchase Plan
Weighted-average assumptions
Risk-free interest rate, minimum (as a percent)	0.03%	0.10%	1.50%
Risk-free interest rate, maximum (as a percent)	0.20%	0.20%	2.40%
Expected volatility, minimum (as a percent)	40.00%	53.00%	40.00%
Expected volatility, maximum (as a percent)	79.00%	76.00%	48.00%
Weighted-average estimated fair value (in dollars per share)	$ 3.52	$ 8.04	$ 6.17
2013 Employee Share Purchase Plan \| Minimum
Weighted-average assumptions
Expected term (in years)	6 months	6 months	6 months
2013 Employee Share Purchase Plan \| 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, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Loss before income taxes	$ (199,577)	$ (286,537)	$ (241,677)
Cayman Islands
Income Taxes
Loss before income taxes		37,567	11,779
United States
Income Taxes
Loss before income taxes	(16,568)	(46,500)	(99,225)
Ireland
Income Taxes
Loss before income taxes	(182,775)	(277,105)	(154,217)
United Kingdom
Income Taxes
Loss before income taxes	$ (234)	$ (499)	$ (14)

- 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
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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 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Components of provision for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Provision for income tax benefit (expense)
Current	$ 151	$ 8,520	$ 5,222
Income tax benefit	$ 151	$ 8,520	$ 5,222
Effective tax rate (as a percent)	0.08%	2.97%	2.16%
Provision for income taxes on undistributed earnings of foreign subsidiaries	$ 0
Undistributed earnings		$ 0
United States
Provision for income tax benefit (expense)
Current	173	8,545	$ 5,210
Ireland
Provision for income tax benefit (expense)
Current	$ (8)	$ (13)
Effective tax rate (as a percent)	0.08%	2.97%	2.16%
United Kingdom
Provision for income tax benefit (expense)
Current	$ (14)	$ (12)	$ 12

- 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, 2021	Dec. 31, 2020	Dec. 31, 2019
The differences between the U.S. federal statutory income tax rate to the Company's effective tax rate
Effective tax rate (as a percent)	0.08%	2.97%	2.16%
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)	(10.52%)	(11.49%)	(6.96%)
Share-based compensation (as a percent)	(4.14%)	0.75%	(1.17%)
Non-deductible executive compensation (as a percent)	(1.62%)	(0.63%)	(0.51%)
Uncertain tax positions (as a percent)	(5.25%)	(1.26%)	(0.63%)
Research and development tax credit carryforwards (as a percent)	2.38%	1.83%	2.50%
Intangible asset	2.44%	10.01%
Change in valuation allowance (as a percent)	(7.62%)	(20.56%)	(14.90%)
Other (as a percent)	(0.59%)	(0.68%)	(1.17%)
Effective tax rate (as a percent)	0.08%	2.97%	2.16%

Income Taxes - Deferred income taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 115,606	$ 82,821
Capital loss carryforwards	19,409	19,409
Research and development tax credit carryforwards	28,372	24,075
Fixed assets and intangibles	287,177	310,187
Share-based compensation	10,432	15,087
Accruals	3,590	8,145
Operating lease liabilities	11,607	11,662
Other	10,505	346
Subtotal	486,698	471,732
Valuation allowance	(477,868)	(462,711)
Total deferred tax assets	8,830	9,021
Deferred tax liabilities:
Operating lease assets	(8,575)	(8,680)
Prepaid assets	(254)	(341)
Total deferred tax liabilities	(8,830)	(9,021)
Information related to valuation allowance
Valuation allowance	477,868	$ 462,711
Ireland
Information related to valuation allowance
Net operating loss carryforwards	739,600
Research and Development
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	260,100
Capital loss carryforwards \| Ireland
Information related to valuation allowance
R&D tax credit	58,800
Federal
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	305,000
Federal \| Research and Development
Components of Deferred Tax Assets [Abstract]
Research and development tax credit carryforwards	24,700
State
Components of Deferred Tax Assets [Abstract]
Net operating loss carryforwards	90,400
State \| Research and Development
Components of Deferred Tax Assets [Abstract]
Research and development tax credit carryforwards	$ 23,400

Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Gross unrecognized tax benefits
Unrecognized tax benefits at the beginning of the period	$ 63,447	$ 58,763
Gross decrease in tax positions for prior years	(395)	(8,059)
Gross increase in tax positions for current year	11,971	12,743
Unrecognized tax benefits at the end of the period	$ 75,023	$ 63,447

Income Taxes - US Tax Reform (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Unrecognized Tax Benefits	$ 75,023	$ 63,447	$ 58,763

Commitments and Contingencies - Performance-Contingent Awards (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2016
Commitments and Contingencies
Guarantees and Indemnifications Liability	$ 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 \| Third tranche
Commitments and Contingencies
Cash bonus awards recognized	$ 0.4	$ 3.3	$ 14.2

Public Offering of Ordinary Shares - (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jun. 29, 2021	Dec. 31, 2021	Dec. 31, 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	$ 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

Corporate Restructuring (Details) $ in Thousands			3 Months Ended	12 Months Ended
Corporate Restructuring (Details) $ in Thousands	Nov. 30, 2021	Sep. 15, 2021 employee	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Corporate Restructuring
Reduction in workforce (as a percent)	75.00%	75.00%
Number of employees reduction in workforce \| employee		270
Cash expenses related to the costs of employee severance				$ 17,000
Restructuring costs				20,142
Non-cash charges related to modification of equity-awards for terminated and remaining employee				15,000
Forecast
Corporate Restructuring
Cash expenses related to the costs of employee severance			$ 12,000
Restructuring costs			5,000
Non-cash charges related to modification of equity-awards for terminated and remaining employee			$ 7,000
Research and development
Corporate Restructuring
Restructuring costs				10,600
Selling, general and administrative
Corporate Restructuring
Restructuring costs				9,500
Severance
Corporate Restructuring
Cash expenses related to the costs of employee severance				11,500
Employee-related separation costs				20,100
Non-cash charges related to modification of equity-awards for terminated and remaining employee				8,600
Minimum
Corporate Restructuring
Employee-related separation costs				$ 32,000

Corporate Restructuring - Accrued restructuring, severance costs and one-time termination costs (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Restructuring Reserve [Roll Forward]
Net accruals	$ 11,867
Cash paid	(2,317)
Balance at December 31, 2021	$ 9,550

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, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Total revenue		$ 14,946	$ 13,194	$ 12,914	$ 14,257	$ 18,730	$ 18,257	$ 15,008	$ 19,862	$ 55,311	$ 71,857	$ 73,414
Costs and expenses		71,113	66,809	77,024	98,149	95,220	94,872	87,184	92,338	313,095	369,614	325,329
Loss from operations		(56,167)	(53,615)	(64,110)	(83,892)	(76,490)	(76,615)	(72,176)	(72,476)	(257,784)	(297,757)	(251,915)
Net loss		$ (32,034)	$ (35,308)	$ (52,405)	$ (79,679)	$ (58,434)	$ (73,643)	$ (62,887)	$ (83,053)	$ (199,426)	$ (278,017)	$ (236,455)
Basic net loss per share		$ (0.43)	$ (0.48)	$ (0.80)	$ (1.24)	$ (0.92)	$ (1.16)	$ (1.00)	$ (1.40)	$ (2.87)	$ (4.46)	$ (4.25)
Diluted net loss per share		$ (0.43)	$ (0.48)	$ (0.80)	$ (1.24)	$ (0.92)	$ (1.16)	$ (1.00)	$ (1.40)	$ (2.87)	$ (4.46)	$ (4.25)
Percentage of profit share	33.00%									35.00%
YUPELRI Monotherapy
Total revenue		$ 15,344	$ 13,806	$ 14,621	$ 12,908	$ 13,550	$ 12,960	$ 10,589	$ 12,880
Percentage of Net Sales										35.00%
Mylan
Percentage of profit share										65.00%