0000950170-22-021854 | 10-Q | XBRL Viewer

Commitments and Contingencies - Schedule of Operating Lease Amounts Recorded in Condensed Consolidated Balance Sheet (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Operating Leases

Prepaid expenses and other current assets

^[1]

$ 18,197

$ 49,536

Operating right-of-use assets

$ 84,716

$ 87,220

Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]

Accrued and other liabilities

Operating lease liabilities, current

$ 4,115

$ 3,927

Operating lease liabilities, noncurrent

126,942

133,561

Total operating lease liabilities

$ 131,057

$ 137,488

[1]	Current portion of lease liabilities recorded in prepaid expenses and other current assets for which the lease incentives to be received exceed the minimum lease payments to be paid over the next 12 months.

Stock-Based Awards - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 24,814	$ 22,944	$ 77,217	$ 59,413
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	12,607	11,165	39,791	30,455
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation	$ 12,207	$ 11,779	$ 37,426	$ 28,958

Income Taxes (Additional Information) (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 10.5	$ 7.4

Commitments and Contingencies - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022 (excluding the nine months ended September 30, 2022)	$ 4,846
2023	19,408
2024	18,567
2025	16,259
2026	16,703
Thereafter	103,855
Total lease payments	179,638
Less: imputed interest	(40,108)
Less: net tenant improvement allowance yet to be received	(26,670)
Present value of operating lease liabilities	$ 112,860

Net Income (Loss) Per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from calculation of diluted net loss per share (in shares)	10,575,325	7,383,338	11,438,772	6,303,487
Options Issued and Outstanding
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from calculation of diluted net loss per share (in shares)	8,381,275	6,316,134	8,717,954	5,278,033
Restricted Shares Subject to Future Vesting
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive shares excluded from calculation of diluted net loss per share (in shares)	2,194,050	1,067,204	2,720,818	1,025,454

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Accounting Policies [Abstract]
Allowance for losses on available-for-sale debt securities	$ 0	$ 0

Balance Sheet Components - Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]
Milestone payable	$ 0	$ 95,000
Net profit-sharing amount	61,684	0
Accrued income taxes	98,189	6,217
Accrued royalties	27,771	58,672
Research and development expenses	40,116	28,073
Payroll and related expenses	23,714	29,753
Other professional and consulting expenses	5,633	2,791
Operating lease liabilities, current	4,115	3,927
Excess funds payable under grant agreements	0	1,825
Other accrued expenses	21,394	10,254
Total accrued and other liabilities	$ 282,616	$ 236,512

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	133,027,358	131,161,404
Common stock, shares outstanding	133,027,358	131,161,404

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Summary of Financial Assets Measured at Fair Value on a Recurring Basis

The following tables summarize the Company’s Level 1 and Level 2 financial assets measured at fair value on a recurring basis by level within the fair value hierarchy as of September 30, 2022 and December 31, 2021:


		September 30, 2022
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Aggregate Fair Value
		(in thousands)
Assets:
Money market funds(1)	Level 1	$	978,367	$	—	$	—		$	978,367
U.S. government treasuries	Level 2		1,385,672		—		(11,626	)		1,374,046
Total financial assets		$	2,364,039	$	—	$	(11,626	)	$	2,352,413

(1) Includes $21.7 million of restricted cash equivalents.


		December 31, 2021
	Valuation Hierarchy	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Aggregate Fair Value
		(in thousands)
Assets:
Money market funds(1)	Level 1	$	345,098	$	—	$	—		$	345,098
U.S. government treasuries	Level 2		419,442		—		(872	)		418,570
Total financial assets		$	764,540	$	—	$	(872	)	$	763,668

(1) Includes $15.6 million of restricted cash equivalents.

Summary of Changes in Estimated Fair Value of Contingent Consideration

The following table sets forth the changes in the estimated fair value of the Company’s contingent consideration (in thousands):


	Contingent Consideration
Balance at December 31, 2021	$	22,822
Changes in fair value		7,890
Balance at September 30, 2022	$	30,712

TomegaVax

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Estimated Fair Value of Significant Unobservable Inputs

As of September 30, 2022, the fair value of the remaining contingent consideration was estimated using the following significant unobservable inputs:


Unobservable input		Value
Volatility		90.0%
Risk-free rate		4.1%

Humabs | Clinical and Regulatory Milestones

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Estimated Fair Value of Significant Unobservable Inputs

As of September 30, 2022, the Company calculated the estimated fair value of the remaining clinical and regulatory milestones related to VIR-3434 using the following significant unobservable inputs:


Unobservable input		Range (Weighted-Average)1
Discount rates		8.1% - 9.2% (8.7%)
Probability of achievement		22.1% - 60% (42.1%)

(1)

Unobservable inputs were weighted based on the relative fair value of the clinical and regulatory milestone payments.

Humabs | Commercial Milestones

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]

Estimated Fair Value of Significant Unobservable Inputs

As of September 30, 2022, the Monte Carlo simulation assumed a commercial product launch and associated discrete revenue forecasts, as well as the following significant unobservable inputs for the remaining commercial milestones related to VIR-3434:


Unobservable input		Value
Volatility		90.0%
Discount rate		12.0%
Probability of achievement		26.0%

Balance Sheet Components - Schedule of Property and Equipment Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 119,150	$ 57,326
Less accumulated depreciation and amortization	(18,924)	(14,492)
Total property and equipment, net	100,226	42,834
Laboratory Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	30,022	20,012
Computer Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	2,560	1,112
Furniture and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment, gross	1,911	1,443
Leasehold Improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	8,780	7,834
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 75,877	$ 26,925

Fair Value Measurements - Estimated Fair Value of Significant Unobservable Inputs (Details)	Sep. 30, 2022
TomegaVax \| Measurement Input Risk Free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.041
TomegaVax \| Measurement Input Expected Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.900
Humabs \| Clinical and Regulatory Milestones \| Probability of Achievement \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.221
Humabs \| Clinical and Regulatory Milestones \| Probability of Achievement \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.60
Humabs \| Clinical and Regulatory Milestones \| Probability of Achievement \| Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	(0.421)
Humabs \| Clinical and Regulatory Milestones \| Measurement Input, Discount Rate \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.081
Humabs \| Clinical and Regulatory Milestones \| Measurement Input, Discount Rate \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.092
Humabs \| Clinical and Regulatory Milestones \| Measurement Input, Discount Rate \| Weighted Average
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	(0.087)
Humabs \| Commercial Milestones \| Probability of Achievement
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.260
Humabs \| Commercial Milestones \| Measurement Input Expected Revenue Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.900
Humabs \| Commercial Milestones \| Measurement Input, Discount Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value contingent consideration measurement input	0.120

Related Party Transaction

9 Months Ended

Sep. 30, 2022

Related Party Transaction

9. Related Party Transaction

As a result of the Brii Agreement, the Company holds a minority equity interest in Brii Bio through its parent company, Brii Bio Parent. Additionally, a member of the Company’s board of directors serves on Brii Bio Parent’s board of directors.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 617,440	$ 3,330
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in estimated constraint on profit-sharing amount	353,526	0
Depreciation and amortization	4,431	3,891
Amortization of intangible assets	399	399
Accretion of discounts on investments, net	(1,315)	(859)
Noncash lease expense	6,473	4,471
Change in fair value of equity investments	120,019	(164,072)
Change in estimated fair value of contingent consideration	7,890	63,246
Payment for contingent consideration in excess of acquisition date fair value	(93,803)	(8,140)
Stock-based compensation	77,217	59,413
Other	301	486
Changes in operating assets and liabilities:
Receivable from collaboration	491,872	(93,003)
Prepaid expenses and other current assets	11,023	1,878
Other assets	(3,434)	(1,051)
Accounts payable	(2,003)	(959)
Accrued liabilities and other long-term liabilities	65,144	(13,490)
Operating lease liabilities	(2,547)	(383)
Deferred revenue	(24,506)	89,559
Net cash provided by (used in) operating activities	1,628,127	(55,284)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of an equipment	22	0
Purchases of property and equipment	(55,432)	(8,750)
Purchases of investments	(1,069,752)	(55,729)
Maturities of investments	84,836	301,243
Proceeds from disposal of an equipment	0	4
Net cash (used in) provided by investing activities	(1,040,326)	236,768
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock in connection with a grant agreement	28,462	0
Proceeds from issuance of common stock in connection with a collaboration agreement	0	85,213
Payment of principal on financing lease obligation	(183)	(187)
Proceeds from exercise of stock options	3,602	9,635
Issuance of common stock under ESPP	2,066
Payment of contingent consideration	(1,197)	0
Net cash provided by financing activities	32,750	94,661
Net increase in cash, cash equivalents and restricted cash and cash equivalents	620,551	276,145
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period	363,415	451,487
Cash, cash equivalents and restricted cash and cash equivalents at end of period	983,966	727,632
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for payment of contingent consideration	0	1,860
Property and equipment purchases included in accounts payable and accrued liabilities	6,413	4,191
Operating lease liabilities obtained in exchange of right-of-use asset	3,969	90
SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION
Cash paid during the period for income tax	191,653	0
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS:
Cash and cash equivalents	963,735	714,521
Restricted cash and cash equivalents, current	12,955	6,112
Restricted cash and cash equivalents, noncurrent	7,276	6,999
Total cash, cash equivalents and restricted cash	$ 983,966	$ 727,632

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Lease Agreements

The Company has various operating lease arrangements for office and laboratory spaces located in California, Oregon, Missouri and Switzerland with contractual lease periods expiring between 2022 and 2033. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain lease agreements also provide the Company with the option to renew for additional periods ranging from one to five years. These renewal options are not considered in the remaining lease term unless it is reasonably certain that the Company will exercise such options.

Throughout the term of the lease agreements, the Company is responsible for paying certain operating costs, in addition to rent, such as common area maintenance, taxes, utilities and insurance. These additional charges are considered variable lease costs and are recognized in the period in which the costs are incurred.

The maturity of the Company’s operating lease liabilities as of September 30, 2022 was as follows (in thousands):


	Amounts
2022 (excluding the nine months ended September 30, 2022)	$	4,846
2023		19,408
2024		18,567
2025		16,259
2026		16,703
Thereafter		103,855
Total lease payments		179,638
Less: imputed interest		(40,108	)
Less: net tenant improvement allowance yet to be received		(26,670	)
Present value of operating lease liabilities	$	112,860

The following amounts were recorded in the unaudited condensed consolidated balance sheets for the periods ended:


	September 30, 2022		December 31, 2021
	(in thousands)
Operating Leases
Prepaid expenses and other current assets (1)	$	18,197	$	49,536
Operating right-of-use assets		84,716		87,220

Accrued and other liabilities	$	4,115	$	3,927
Operating lease liabilities, noncurrent		126,942		133,561
Total operating lease liabilities	$	131,057	$	137,488

(1)

Current portion of lease liabilities recorded in prepaid expenses and other current assets for which the lease incentives to be received exceed the minimum lease payments to be paid over the next 12 months.

Manufacturing and Supply Letter Agreements

In April 2020, the Company and Samsung Biologics Co., Ltd. (“Samsung”) entered into a binding letter agreement (the “Samsung Letter Agreement”), under which Samsung performs development and manufacturing services for the Company’s SARS-CoV-2 antibody program. In August 2020, the Company, GlaxoSmithKline Trading Services Limited (“GSKTSL”) and Samsung entered into an Assignment and Novation Agreement effective as of July 31, 2020, under which the Company assigned and transferred to GSKTSL all of the Company’s right, title, and interest in, to and under the Samsung Letter Agreement, and GSKTSL became the Company’s successor in interest in and to all of the Company’s rights, duties, and obligations in, to and under the Samsung Letter Agreement.

In August 2020, GSKTSL entered into a Master Services Agreement with Samsung (the “Samsung MSA”) in connection with the performance of the obligations of the Company and GSK under the 2020 GSK Agreement. In accordance with the terms of the 2020 GSK Agreement, the Company continues to be responsible for 72.5% of the costs under the Samsung MSA, and GSK bears 27.5% of such costs under the Samsung MSA, subject to certain conditions and exceptions. The Company’s commitment has been substantially recognized on its balance sheet as part of the profit-sharing amount constrained as of September 30, 2022, which is part of accrued and other liabilities, as discussed in Note 6—Collaboration and License Agreements.

In September 2022, the Company and a third-party contract development manufacturing organization (the “CDMO”) entered into a letter agreement under which the Company agreed to pay $7.2 million to the CDMO to reserve manufacturing capacity for VIR-2482 (“Reservation Fee”). The Reservation Fee will be creditable against a future manufacturing charge if the Company and the CDMO subsequently execute a master service agreement (“MSA”) and scope of work (“SOW”). In addition, the Company is required to pre-pay $5.0 million for raw materials that the CDMO will procure to enable manufacturing of VIR-2482. The Reservation Fee and the prepayment of $5.0 million are not refundable, even if the Company and the CDMO fail to execute the MSA and SOW.

Indemnification

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Under such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. In addition, the Company has entered into indemnification agreements with its directors and certain officers that may require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no demands have been made upon the Company to provide indemnification under these agreements, and thus, there are no indemnification claims that the Company is aware of that could have a material effect on the unaudited condensed consolidated balance sheets, unaudited condensed consolidated statements of operations, or unaudited condensed consolidated statements of cash flows.

Income taxes (Tables)

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Schedule Of Income Tax Expense Benefit And Effective Tax Rate

The table below presents our income before benefit from (provision for) income taxes, benefit from (provision for) income taxes and effective tax rate for all periods presented (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30
	2022			2021			2022			2021
Income before provision for income taxes	$	217,732		$	110,762		$	905,918		$	3,913
Provision for income taxes	$	(42,420	)	$	(334	)	$	(288,478	)	$	(583	)
Effective tax rate		19.5	%		0.3	%		31.8	%		14.9	%

Fair Value Measurements - Financial Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy (Parenthetical) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Long-Term Investments	$ 34,102	$ 201,388
Level 1 \| Money Market Funds
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Restricted cash equivalents	$ 21,700	$ 15,600

Income taxes - Schedule of income (loss) before income taxes, income tax (expense) benefit and effective income tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Income before provision for income taxes	$ 217,732	$ 110,762	$ 905,918	$ 3,913
Provision for income taxes	$ (42,420)	$ (334)	$ (288,478)	$ (583)
Effective tax rate	19.50%	0.30%	31.80%	14.90%

- 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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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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+ Details

- Definition

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

+ References + Details

Grant Agreements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 13, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Accrued and other liabilities		$ 282,616		$ 282,616		$ 236,512
Grant Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue from grants		3,125	$ 903	7,704	$ 5,356
Human Immunodeficiency Virus ('HIV') Grant \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Grant awarded amount. maximum		55,700		55,700
Vaccinal Antibody Grant \| Grant Revenue
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Revenue from grants		2,800	$ 900	7,400	$ 5,200
Vaccinal Antibody Grant \| Bill And Melinda Gates Foundation
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Deferred revenue		24,300		24,300		6,900
Common Stock, Shares Purchased	881,365
Common Stock, Shares Purchased, Share Price	$ 45.38
Common Stock, Shares Purchased , Aggregate Purchase Price	$ 40,000
Common stock, shares issued, fair market value	$ 28,500
Closing stock price	$ 37.65
Underlying shares, Premium received	$ 11,300
Accrued and other liabilities		$ 0		0		$ 1,800
BARDA
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Potential maximum amount of grant				1,000,000
Maximum amount of grant during the base period				$ 55,000

Stock-Based Awards - Summary of Assumptions Used for Estimating the Fair Value of Stock Options Granted (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility, minimum	110.60%	106.90%	103.80%	103.10%
Expected stock price volatility, maximum	110.80%	111.50%	111.20%	111.50%
Risk-free interest rate, minimum	3.00%	0.80%	1.60%	0.60%
Risk-free interest rate, maximum	3.60%	1.00%	3.60%	1.20%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term of options (in years)		5 years 3 months 18 days	5 years 3 months 18 days	5 years 3 months 18 days
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term of options (in years)	6 years 1 month 6 days	6 years 1 month 6 days	6 years 1 month 6 days	6 years 1 month 6 days

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	1 Months Ended	9 Months Ended
	Aug. 31, 2020	Sep. 30, 2022
Commitments And Contingencies [Line Items]
Lease arrangement, contractual expiration period, beginning year		2022
Lease arrangement, contractual expiration period, ending year		2033
Lessee, operating lease, existence of option to extend [true false]		true
Lessee, operating lease, option to extend		These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain lease agreements also provide the Company with the option to renew for additional periods ranging from one to five years.
GSKTSL \| Wuxi Biologics Letter Agreement Assignment And master Service Agreements \| Antibody Program
Commitments And Contingencies [Line Items]
Percentage of development costs	72.50%
GSK \| Wuxi Biologics Letter Agreement Assignment And master Service Agreements \| Antibody Program
Commitments And Contingencies [Line Items]
Percentage of development costs responsible by GSK	27.50%
CDMO
Commitments And Contingencies [Line Items]
Payment committed for manufacturing capacity		$ 7.2
Pre pay for raw materials		5.0
Non-refundable prepayment for raw materials		$ 5.0
Minimum [Member]
Commitments And Contingencies [Line Items]
Lessee, operating lease, renewal term		1 year
Maximum
Commitments And Contingencies [Line Items]
Lessee, operating lease, renewal term		5 years

Stock-Based Awards (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Assumptions Used for Estimating the Fair Value of Stock Options Granted

The fair value of stock options granted to employees was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Expected term of options (in years)		6.1	5.3 - 6.1		5.3 - 6.1		5.3 - 6.1
Expected stock price volatility	110.6% - 110.8%		106.9% - 111.5%		103.8% - 111.2%		103.1% - 111.5%
Risk-free interest rate	3.0% - 3.6%		0.8% - 1.0%		1.6% - 3.6%		0.6% - 1.2%
Expected dividend yield		—		—		—		—

Summary of Stock-based Compensation Expense

The following table sets forth the total stock-based compensation expense for all awards granted to employees and non-employees and the ESPP in the unaudited condensed consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
	(in thousands)
Research and development	$	12,607	$	11,165	$	39,791	$	30,455
Selling, general and administrative		12,207		11,779		37,426		28,958
Total stock-based compensation	$	24,814	$	22,944	$	77,217	$	59,413

Fair Value Measurements - Financial Assets Measured at Fair Value on a Recurring Basis by Level Within Fair Value Hierarchy (Details) - USD ($)
$ in Thousands

Sep. 30, 2022

Dec. 31, 2021

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Financial Assets, Amortized Cost

$ 2,364,039

$ 764,540

Financial Assets, Gross Unrealized Holding Gains

Financial Assets, Gross Unrealized Holding Losses

(11,626)

(872)

Financial Assets, Aggregate Fair Value

2,352,413

763,668

Level 1 | Money Market Funds

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Financial Assets, Amortized Cost

978,367

^[1]

345,098

^[2]

Financial Assets, Gross Unrealized Holding Gains

^[1]

^[2]

Financial Assets, Gross Unrealized Holding Losses

^[1]

^[2]

Financial Assets, Aggregate Fair Value

978,367

^[1]

345,098

^[2]

Level 2 | U.S. Government Treasuries

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]

Financial Assets, Amortized Cost

1,385,672

419,442

Financial Assets, Gross Unrealized Holding Gains

Financial Assets, Gross Unrealized Holding Losses

(11,626)

(872)

Financial Assets, Aggregate Fair Value

$ 1,374,046

$ 418,570

[1]	Includes $21.7 million of restricted cash equivalents.
[2]	Includes $15.6 million of restricted cash equivalents.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the SEC regarding interim financial reporting. The unaudited condensed consolidated financial statements include the accounts of Vir and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial information. The condensed consolidated results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for any other future annual or interim period. Certain information and footnote disclosures typically included in the Company’s annual consolidated financial statements have been condensed or omitted. As such, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 28, 2022.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.
Concentration of Credit Risk, Credit Loss and Other Risks and Uncertainties	Concentration of Credit Risk, Credit Loss and Other Risks and Uncertainties Although the Company received Emergency Use Authorization (“EUA”), temporary authorization or marketing approval for sotrovimab (under the brand name Xevudy®), sotrovimab is currently de-authorized in the U.S. and has limitations in use outside of the U.S. In addition, the Company is still subject to a number of other challenges and risks similar to other biopharmaceutical companies in the early stage, including, but not limited to, the need to obtain adequate additional funding, possible failure of preclinical testing or clinical trials, the need to obtain marketing approval for its other product candidates, competitors developing new technological innovations, the need to successfully commercialize and gain market acceptance of sotrovimab and other product candidates and protection of proprietary technology. If the Company does not successfully obtain regulatory approval, commercialize or partner any of its product candidates, it will be unable to generate revenue from product sales or maintain profitability. In addition, to the extent the COVID-19 pandemic, including the emergence of new variants or subvariants, adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. The Company has implemented a number of plans and policies designed to address and mitigate the impact of the COVID-19 pandemic on its business. The Company anticipates that the COVID-19 pandemic and geopolitical events, including civil or political unrest (such as the ongoing war between Ukraine and Russia), will continue to have an impact on the clinical development timelines for some of its clinical programs. The extent to which the COVID-19 pandemic impacts the Company’s business, clinical development and regulatory efforts, corporate development objectives and the value of and market for its common stock, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time. Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and investments. Cash and cash equivalents are deposited in checking and sweep accounts at a financial institution. Such deposits may, at times, exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company’s investment policy limits investments to certain types of securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents and investments, and issuers of the investments to the extent recorded on the unaudited condensed consolidated balance sheets. As of September 30, 2022, the Company has no off-balance sheet concentrations of credit risk. The Company is exposed to credit losses primarily through receivables from customers and collaborators and through its available-for-sale debt securities. The Company’s expected loss allowance methodology for the receivables is developed using historical collection experience, current and future economic market conditions, a review of the current aging status and financial condition of the entities. Specific allowance amounts are established to record the appropriate allowance for customers that have a higher probability of default. Balances are written off when determined to be uncollectible. The Company’s expected loss allowance methodology for the debt securities is developed by reviewing the extent of the unrealized loss, the size, term, geographical location, and industry of the issuer, the issuers’ credit ratings and any changes in those ratings, as well as reviewing current and future economic market conditions and the issuers’ current status and financial condition. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and interest rate policies and determined that the estimate of credit losses was not significantly impacted. During the nine months ended September 30, 2022 and 2021, there was no allowance for losses on available-for-sale debt securities attributable to credit risk.
Investments	Investments Investments include available-for-sale debt securities and equity investments, which are carried at estimated fair value. Available-for-Sale Debt Securities The Company’s valuations of marketable securities are generally derived from independent pricing services based on quoted prices in active markets for similar securities at period end. Generally, investments with original maturities beyond three months at the date of purchase and which mature at, or less than 12 months from, the unaudited condensed consolidated balance sheet date are considered short-term investments, with all others considered to be long-term investments. Unrealized gains and losses deemed temporary in nature are reported as a component of accumulated comprehensive income (loss). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity, which is included in interest income on the unaudited condensed consolidated statements of operations. The cost of securities sold is based on the specific identification method. Equity Investments Under Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, the Company measures its investment in equity securities at fair value at each reporting date based on the market price at period end if it has a readily determinable fair value. Otherwise, the investments in equity securities are measured at cost less impairment, adjusted for observable price changes for identical or similar investments of the same issuer unless the Company has significant influence or control over the investee. Changes in fair value resulting from observable price changes are presented as change in fair value of equity investments and changes in fair value resulting from foreign currency translation are included in other income (expense), net on the unaudited condensed consolidated statements of operations.
Restricted Cash and Cash Equivalents	Restricted Cash and Cash Equivalents Restricted cash and cash equivalents represent money market funds to secure standby letters of credit and security deposits with financial institutions, both under office and laboratory space lease agreements. Additionally, funds received from certain grants are restricted as to their use and are therefore classified as restricted cash and cash equivalents.
Revenue Recognition	Revenue Recognition Collaboration, License and Contract Revenue Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when the Company’s customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods and services. To determine revenue recognition for arrangements within the scope of ASC 606, the Company 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 Company satisfies a performance obligation. For collaborative arrangements that fall within the scope of ASC 808, Collaborative Arrangements (“ASC 808”), the Company first determines which elements of the collaboration are deemed to be a performance obligation with a customer within the scope of ASC 606. For elements of collaboration arrangements that are accounted for pursuant to ASC 808 and are not subject to the guidance in ASC 606, the Company applies the revenue recognition model under ASC 606, including the royalty exception guidance and/or variable consideration guidance under ASC 606 as described below, or other guidance, as deemed appropriate. When the Company is considered an agent in elements of collaboration arrangements within the scope of ASC 808, it records its share of collaboration revenue in the period in which such sales occur. The Company is considered an agent when the collaboration partner controls the product before transfer to the customers and has the ability to direct the use of and obtain substantially all of the remaining benefits from the product. In these instances, collaboration revenue is based upon the net sales reported by the Company's collaboration partners, net of cost of goods sold and allowable expenses (e.g., manufacturing, distribution, medical affairs, selling, and marketing expenses) in the period. In order to record collaboration revenue, the Company utilizes certain information from its collaboration partner, including actual net product sales and costs incurred for sales activities, and makes key judgments based on business updates related to commercial and clinical activities such as expected commercial demand, commercial supply plan, manufacturing commitments, risks related to expired or obsolete inventories, and risks related to potential product returns or contract terminations. For the periods covered in the financial statements presented, there have been no material changes to prior period estimates of revenues and expenses, except the profit-share amount previously constrained which was partially released in the three months ended September 30, 2022, as discussed in Note 6—Collaboration and License Agreement. The Company has entered into a number of license and collaboration agreements that fall within the scope of ASC 606. The Company evaluates the promised goods or services in these agreements to determine which ones represent distinct performance obligations. These agreements may include the following types of promised goods or services: (i) grants of licenses, (ii) performance of research and development services, and (iii) participation on joint research and/or development committees. They also may include options to obtain licenses to the Company’s intellectual property. Prior to recognizing revenue, the Company makes estimates of the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved. These estimates are re-assessed each reporting period as required. These agreements may include the following types of consideration: non-refundable upfront payments, reimbursement for research services, research, development or regulatory milestone payments, profit-sharing arrangements, and royalty and commercial sales milestone payments. If there are multiple distinct performance obligations, the Company allocates the transaction price to each distinct performance obligation based on their estimated standalone selling prices (“SSP”). The Company estimates the SSP for each distinct performance obligation by considering information such as market conditions, entity-specific factors, and information about its customer that is reasonably available. The Company considers estimation approaches that allow it to maximize the use of observable inputs. These estimation approaches may include the adjusted market assessment approach, the expected cost plus a margin approach or the residual approach. The Company also considers whether to use a different estimation approach or a combination of approaches to estimate the SSP for each distinct performance obligation. Developing certain assumptions (e.g., treatable patient population, expected market share, probability of success and product profitability, discount rate based on weighted-average cost of capital) to estimate the SSP of a distinct performance obligation requires significant judgment. For performance obligations satisfied over time, the Company estimates the efforts needed to complete the performance obligation and recognizes revenue by measuring the progress towards complete satisfaction of the performance obligation using an input measure. For arrangements that include sales-based royalties, including commercial milestone payments based on pre-specified level of sales, 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). Achievement of these royalties and commercial milestones may solely depend upon the performance of the licensee. Grant Revenue Grants received, including cost reimbursement agreements, are assessed to determine if the agreement should be accounted for as an exchange transaction or a contribution. An agreement is accounted for as a contribution if the resource provider does not receive commensurate value in return for the assets transferred. Contributions are recognized as grant revenue when all donor-imposed conditions have been met.
Acquisitions	Acquisitions Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, assets acquired, including in-process research and development (“IPR&D”) projects, and liabilities assumed are recorded at their respective fair values as of the acquisition date. Any excess fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with the business combination are recorded at their fair values on the acquisition date and are remeasured each subsequent reporting period until the related contingencies are resolved and are classified as contingent consideration on the unaudited condensed consolidated balance sheets. The changes in fair values of contingent consideration related to the achievement of various milestones are recorded within research and development expenses or selling, general and administrative expenses based on the nature of the relevant underlying activities. When the Company determines that an entity acquired does not meet the definition of a business, the transaction is accounted for as an acquisition of assets. Therefore, the consideration paid to acquire IPR&D is expensed, and no goodwill is recorded. Any contingent consideration is generally recognized only when it becomes payable or is paid.
Embedded Derivatives	Embedded Derivatives The Company evaluates its acquisitions, collaborative arrangements and other business development transactions to determine if embedded components of these contracts meet the definition of a derivative under ASC 815, Derivatives and Hedging. In general, embedded derivatives are required to be bifurcated from the host instrument if (i) the embedded feature is not clearly and closely related to the host contract and (ii) the embedded feature, if considered a freestanding instrument, meets the definition of a derivative. Embedded derivatives are reported on the unaudited condensed consolidated balance sheets at their estimated fair values. Contingent consideration related to asset acquisitions that meet the definition of an embedded derivative is classified as contingent consideration on the unaudited condensed consolidated balance sheets. Any change in estimated fair values, as determined at each measurement period, are recorded in the unaudited condensed consolidated statements of operations based on the nature of the related contingencies. Changes in fair values of embedded derivatives related to the achievement of various milestones for product candidates are recorded within research and development expenses or selling, general and administrative expenses based on the nature of the relevant underlying activities. Otherwise, changes in fair values are recorded within other income (expense), net.
New Accounting Pronouncement Recently Adopted	New Accounting Pronouncement Recently Adopted In November 2021, the Financial Accounting Standards Board issued ASU No. 2021-10, Government Assistance (Topic 832) (“ASU 2021-10”), which adds certain disclosure requirements with respect to government assistance, including (1) the types of assistance, (2) an entity’s accounting for the assistance, and (3) the effect of the assistance on financial statements. ASU 2021-10 is effective for annual periods beginning after December 15, 2021. The Company's adoption of ASU 2021-10 on January 1, 2022 did not result in any material impact on its consolidated financial statements and related disclosures.

Grant Agreements

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Grant Agreements

5. Grant Agreements

Bill & Melinda Gates Foundation Grants

The Company has entered into various grant agreements with the Bill & Melinda Gates Foundation, under which it was awarded grants totaling up to $55.7 million to support its HIV vaccine program, tuberculosis vaccine program, HIV vaccinal antibody program and malaria vaccinal antibody program. The term of the grant agreements will expire at various dates through December 2023, unless earlier terminated by the Bill & Melinda Gates Foundation for the Company’s breach, failure to progress the funded project, in the event of the Company’s change of control, change in the Company’s tax status, or significant changes in the Company’s leadership that the Bill & Melinda Gates Foundation reasonably believes may threaten the success of the project.

Concurrently with the execution of the grant agreement for the vaccinal antibody program, the Company entered into a stock purchase agreement with the Bill & Melinda Gates Foundation, under which the Bill & Melinda Gates Foundation purchased 881,365 shares of the Company’s common stock on January 13, 2022, at a price per share of $45.38, for an aggregate purchase price of approximately $40.0 million. The fair market value of the common stock issued to the Bill & Melinda Gates Foundation was $28.5 million, based on the closing stock price of $37.65 per share on the closing date and taking into account a discount for the lack of marketability due to the restrictions in place on the underlying shares, resulting in a $11.3 million premium received by the Company. The Company accounted for the common stock issued to the Bill & Melinda Gates Foundation based on its fair market value on the closing date and

determined that the premium paid by the Bill & Melinda Gates Foundation should be included in the deferred revenue from the vaccinal antibody grant.

Payments received in advance that are related to future research activities along with the aforementioned premium received are deferred and recognized as revenue when the donor-imposed conditions are met, which is as the research and development activities are performed. The premium received by the Company is deferred and recognized over the same period as the grant proportionally. The Company recognized grant revenue of $2.8 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $7.4 million and $5.2 million for the nine months ended September 30, 2022 and 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company had deferred revenue of $24.3 million and $6.9 million, respectively. As of September 30, 2022 and December 31, 2021, the Company had zero and $1.8 million, respectively, within accrued and other liabilities, which may need to be refunded to the Bill & Melinda Gates Foundation.

Biomedical Advanced Research and Development Authority

In September 2022, the Company entered into an other transaction for advanced research agreement (the “BARDA Agreement”) with the Biomedical Advanced Research and Development Authority (“BARDA”), part of the U.S. Department of Health and Human Services’ Administration for Strategic Preparedness and Response. Under the BARDA Agreement, the Company may receive up to an estimated $1.0 billion to advance the development of a full portfolio of innovative solutions to address influenza and potentially other infectious disease threats. The Base Period (as defined below) for the BARDA Agreement includes government funding of approximately $55.0 million to reimburse expenses incurred by the Company to support the development of VIR-2482, an investigational prophylactic monoclonal antibody designed with the aim to protect against seasonal and pandemic influenza, including expenses related to the Phase 2 pre-exposure prophylaxis trial of VIR-2482. The BARDA Agreement also provides for additional BARDA funding upon the exercise by BARDA of up to twelve options to further support the development of pre-exposure prophylactic antibodies including and beyond VIR-2482 for the prevention of influenza illness or possibly supporting medical countermeasures for other pathogens of pandemic potential. The BARDA Agreement has an initial term that commenced on September 30, 2022 and extends through January 2026 (“Base Period”), which may be extended by mutual written agreement of the Company and BARDA if certain conditions are met or if BARDA exercises any of its options, as described above, and is terminable by the Company and BARDA at any time under specified circumstances, including for convenience.

The Company did not recognize any grant revenue from the BARDA Agreement for the three months ended September 30, 2022.

Fair Value Measurements - Summary of Changes in Estimated Fair Value of Financial Liabilities (Details) - Level 3 - Contingent Consideration Liability $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at December 31, 2021	$ 22,822
Changes in fair value recognized	7,890
Balance at September 30, 2022	$ 30,712

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Maturities of Operating Lease Liabilities

The maturity of the Company’s operating lease liabilities as of September 30, 2022 was as follows (in thousands):


	Amounts
2022 (excluding the nine months ended September 30, 2022)	$	4,846
2023		19,408
2024		18,567
2025		16,259
2026		16,703
Thereafter		103,855
Total lease payments		179,638
Less: imputed interest		(40,108	)
Less: net tenant improvement allowance yet to be received		(26,670	)
Present value of operating lease liabilities	$	112,860

Schedule of Operating Lease Amounts Recorded in Condensed Consolidated Balance Sheet

The following amounts were recorded in the unaudited condensed consolidated balance sheets for the periods ended:


	September 30, 2022		December 31, 2021
	(in thousands)
Operating Leases
Prepaid expenses and other current assets (1)	$	18,197	$	49,536
Operating right-of-use assets		84,716		87,220

Accrued and other liabilities	$	4,115	$	3,927
Operating lease liabilities, noncurrent		126,942		133,561
Total operating lease liabilities	$	131,057	$	137,488

(1)

Net Income (Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income (loss) Per Share

The following is a calculation of the basic and diluted net income per share (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income, basic and diluted	$	175,312	$	110,428	$	617,440	$	3,330

Weighted-average shares outstanding, basic		132,729,530		130,665,831		132,422,028		129,520,837
Weighted-average effect of dilutive securities:
Options to purchase common stock		2,144,302		3,173,930		2,227,493		3,757,681
Restricted shares subject to future vesting		75,759		14,658		55,080		36,138
Shares to purchase under Employee Stock Purchase Plan		13,726		—		7,176		—
Contingently issuable shares		—		—		—		4,323
Weighted-average shares outstanding, diluted		134,963,317		133,854,419		134,711,777		133,318,979

Net income per share, basic	$	1.32	$	0.85	$	4.66	$	0.03
Net income per share, diluted	$	1.30	$	0.82	$	4.58	$	0.02

Schedule of Potentially Dilutive Securities Not Included in the Diluted Per Share Calculations

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: