Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Oct. 24, 2013 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 30-Sep-13 | |
Document Fiscal Year Focus | 2013 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ARADIGM CORP | |
Entity Central Index Key | 1013238 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 586,892,904 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $38,693 | $7,414 |
Short-term investments | 230 | 203 |
Receivables | 13,111 | 41 |
Prepaid and other current assets | 1,271 | 106 |
Total current assets | 53,305 | 7,764 |
Property and equipment, net | 461 | 727 |
Other assets | 389 | 475 |
Total assets | 54,155 | 8,966 |
Current liabilities: | ||
Accounts payable | 572 | 330 |
Accrued clinical and cost of other studies | 263 | 500 |
Accrued compensation | 566 | 184 |
Deferred revenue | 8,770 | |
Facility lease exit obligation | 162 | 144 |
Other accrued liabilities | 263 | 127 |
Total current liabilities | 10,596 | 1,285 |
Deferred rent | 138 | 144 |
Facility lease exit obligation, non-current | 340 | 465 |
Note payable, net of discount and accrued interest | 8,885 | 8,513 |
Total liabilities | 19,959 | 10,407 |
Commitments and contingencies | ||
Shareholders' equity (deficit): | ||
Preferred stock, 5,000,000 shares authorized, none outstanding | ||
Common stock, no par value; authorized shares: 1,001,830,627 at September 30, 2013; 297,527,214 at December 31, 2012; issued and outstanding shares: 586,375,325 at September 30, 2013; 251,346,385 at December 31, 2012 | 426,465 | 369,919 |
Accumulated deficit | -392,269 | -371,360 |
Total shareholders' equity (deficit) | 34,196 | -1,441 |
Total liabilities and shareholders' equity (deficit) | $54,155 | $8,966 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | ||
Common stock, par value | ||
Common stock, shares authorized | 1,001,830,627 | 297,527,214 |
Common stock, shares issued | 586,375,325 | 251,346,385 |
Common stock, shares outstanding | 586,375,325 | 251,346,385 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenue: | ||||
Collaboration revenue | $4,301 | $4,301 | ||
Royalty revenue | 251 | 262 | 778 | 784 |
Total revenues | 4,552 | 262 | 5,079 | 784 |
Operating expenses: | ||||
Research and development | 1,593 | 818 | 5,000 | 2,304 |
General and administrative | 1,463 | 1,013 | 3,801 | 3,009 |
Collaboration arrangement acquisition cost | 15,943 | 15,943 | ||
Restructuring and asset impairment | 7 | 8 | 21 | 26 |
Total operating expenses | 19,006 | 1,839 | 24,765 | 5,339 |
Loss from operations | -14,454 | -1,577 | -19,686 | -4,555 |
Interest income | 1 | 2 | 4 | 9 |
Interest expense | -421 | -383 | -1,222 | -1,135 |
Other income (expense) net | -4 | -5 | -2 | |
Net loss | -14,874 | -1,962 | -20,909 | -5,683 |
Change in unrealized losses on available-for-sale securities | -1 | |||
Comprehensive loss | ($14,874) | ($1,962) | ($20,909) | ($5,684) |
Basic and diluted net loss per common share | ($0.04) | ($0.01) | ($0.07) | ($0.03) |
Shares used in computing basic and diluted net loss per common share | 374,126 | 198,670 | 291,950 | 198,336 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ||
Net loss | ($20,909) | ($5,683) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization and accretion of investments | 29 | 14 |
Collaboration arrangement acquisition cost | 15,943 | |
Depreciation and amortization | 277 | 297 |
Stock-based compensation expense | 338 | 384 |
Amortization of note discount | 67 | 41 |
Changes in operating assets and liabilities: | ||
Receivables | -13,070 | -22 |
Prepaid and other current assets | -1,165 | -46 |
Other assets | 86 | 84 |
Accounts payable | 242 | 208 |
Accrued compensation | 382 | 63 |
Other liabilities | 204 | 183 |
Deferred rent | -6 | 12 |
Deferred revenue | 8,770 | |
Facility lease exit obligation | -107 | -89 |
Net cash used in operating activities | -8,919 | -4,554 |
Cash flows from investing activities: | ||
Capital expenditures | -11 | -5 |
Purchases of short-term investments | -2,852 | -2,299 |
Proceeds from sales and maturities of short-term investments | 2,796 | 7,800 |
Net cash provided by (used in) investing activities | -67 | 5,496 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 40,265 | 38 |
Net cash provided by financing activities | 40,265 | 38 |
Net increase in cash and cash equivalents | 31,279 | 980 |
Cash and cash equivalents at beginning of period | 7,414 | 2,148 |
Cash and cash equivalents at end of period | $38,693 | $3,128 |
Organization_Basis_of_Presenta
Organization, Basis of Presentation and Liquidity | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Liquidity | 1. Organization, Basis of Presentation and Liquidity |
Organization | |
Aradigm Corporation (the “Company,” “we,” “our,” or “us”) is a California corporation, incorporated in 1991, focused on the development and commercialization of drugs delivered by inhalation for the treatment of severe respiratory diseases. The Company’s principal activities to date have included conducting research and development and developing collaborations. Management does not anticipate receiving any revenues from the sale of products in the upcoming year, except for royalty revenue from Zogenix. The Company operates as a single operating segment. | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for fair presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 27, 2013 (the “2012 Annual Report on Form 10-K”). The results of the Company’s consolidated operations for the interim periods presented are not necessarily indicative of operating results for the full fiscal year or any future interim period. | |
The consolidated balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, please refer to the consolidated financial statements and notes thereto included in the 2012 Annual Report on Form 10-K. | |
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated in consolidation. | |
Liquidity | |
The Company has incurred significant operating losses and negative cash flows from operations. At September 30, 2013, the Company had an accumulated deficit of $392.3 million, working capital of $42.7 million and shareholders’ equity of $34.2 million. The Company believes that its cash, cash equivalents and short-term investments totaling $38.9 million as of September 30, 2013 will be sufficient to fund its operations at least through 2014. However, the Company’s business strategy may require it to, or it may otherwise determine to, raise additional capital at any time through equity financing(s), strategic transactions or otherwise. Such additional funding may be necessary to continue to develop the Company’s potential product candidates. In addition, the Company may determine to raise capital opportunistically. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies |
Use of Estimates | |
The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates include useful lives for property and equipment and related depreciation calculations, assumptions for valuing options and warrants, and income taxes. Actual results could differ from these estimates. | |
Cash and Cash Equivalents | |
All highly liquid investments with maturities of three months or less at the time of purchase are classified as cash equivalents. | |
Investments | |
Management determines the appropriate classification of the Company’s marketable securities, which consist solely of debt securities, at the time of purchase. All investments are classified as available-for-sale, carried at estimated fair value and reported in cash and cash equivalents or short-term investments. Unrealized gains and losses on available-for-sale securities are excluded from earnings and losses. Fair values of investments are based on quoted market prices where available. Investment income is recognized when earned and includes interest, dividends, amortization of purchase premiums and discounts, and realized gains and losses on sales of securities. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. When the Company determines that the decline in fair value of an investment below the Company’s accounting basis is other-than-temporary, the Company reduces the carrying value of the securities held and records a loss equal to the amount of any such decline. No such reductions were required during any of the periods presented. | |
Property and Equipment | |
The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful lives of the respective assets. Machinery and equipment includes external costs incurred for validation of the equipment. The Company does not capitalize internal validation expense. Computer equipment and software includes capitalized computer software. All of the Company’s capitalized software is purchased; the Company has not internally developed computer software. Leasehold improvements are depreciated over the shorter of the term of the lease or useful life of the improvement. | |
Impairment of Long-Lived Assets | |
The Company reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values and the loss is recognized in the consolidated statements of operations. | |
Accounting for Costs Associated with Exit or Disposal Activities | |
The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. The Company accounted for the partial sublease of its headquarters building as an exit activity and recorded the sublease loss in its statement of operations (see Note 5). | |
Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. In periods subsequent to initial measurement, changes to the liability are measured using the credit-adjusted risk-free rate that was used to measure the liability initially. | |
Revenue Recognition | |
Contract revenues consist of revenues from grants, collaboration agreements and feasibility studies. License and collaboration revenue is primarily generated through agreements with strategic partners for the development and commercialization of our product candidates. The terms of the agreements typically include non-refundable upfront fees, funding of research and development activities, payments based upon achievement of milestones and royalties on net product sales. The Company recognizes revenue under the provisions of the SEC issued Staff Accounting Bulletin 104, Topic 13, Revenue Recognition Revised and Updated and ASC 605-25, Revenue Recognition-Multiple Elements (“ASC 605-25”). Revenue for arrangements not having multiple deliverables, as outlined in ASC 605-25, is recognized once costs are incurred and collectability is reasonably assured. | |
Collaborative license and development agreements that require the Company to provide multiple deliverables, such as a license, research and product steering committee service and other performance obligations, are accounted for in accordance with ASC 605-25. Under ASC 605-25, delivered items are evaluated to determine whether such items have value to the Company’s collaborators on a stand-alone basis and whether such objective reliable evidence of fair value of the undelivered item exists. The Company performs its analysis at the inception of each arrangement and as each product or service is delivered. Deliverables that meet these criteria are considered a separate unit of accounting. If a product or service is not separable, the combined deliverables are accounted for as a single unit of accounting and revenue is recognized over the performance obligation period. The appropriate revenue recognition criteria are identified and applied to each separate unit of accounting. | |
Assuming the elements meet the revenue recognition guidelines, the revenue recognition methodology prescribed for each unit of accounting is summarized below: | |
Upfront Fees—The Company defers recognition of non-refundable upfront fees if there are continuing performance obligations without which the technology licensed has no utility to the licensee. If the Company has continuing performance obligations through research and development services that are required because know-how and expertise related to the technology is proprietary to the Company, or can only be performed by the Company, then such up-front fees are deferred and recognized over the estimated period of the performance obligation. The Company bases the estimate of the period of performance on factors in the contract. Actual time frames could vary and could result in material changes to the results of operations. When the collaboration partners request the Company to continue performing the research and development services in collaboration beyond the initial period of performance the remaining unamortized deferred revenue and any new continuation or license fees are recognized over the extended period of performance. | |
Funded Research and Development—Revenue from research and development services is recognized during the period in which the services are performed and is based upon the number of full-time-equivalent personnel working on the specific project at the agreed-upon rate. The full-time equivalent amount can vary each year if the contracts allow for a percentage increase determined by relevant salary surveys, if applicable. Reimbursements from collaborative partners for agreed upon direct costs including direct materials and outsourced, or subcontracted, pre-clinical studies are classified as revenue and recognized in the period the reimbursable expenses are incurred. Payments received in advance are recorded as deferred revenue until the research and development services are performed or costs are incurred. | |
Milestones—Substantive milestone payments are considered to be performance bonuses that are recognized upon achievement of the milestone only if all of the following conditions are met: the milestone payments are non-refundable; achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; substantive effort is involved in achieving the milestone; the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each subsequent milestone payment. If any of these conditions are not met, the milestone payments are deferred and recognized as revenue over the term of the arrangement as the Company completes its performance obligations. | |
Royalties—The Company recognizes royalty revenues from licensed products upon the sale of the related products. | |
Research and Development | |
Research and development expenses consist of costs incurred for company-sponsored, collaborative and contracted research and development activities. These costs include direct and research-related overhead expenses. The Company expenses research and development costs as such costs are incurred. | |
Stock-Based Compensation | |
The Company accounts for share-based payment arrangements in accordance with ASC 718, Compensation-Stock Compensation and ASC 505-50, Equity-Equity Based Payments to Non-Employees which requires the recognition of compensation expense, using a fair-value based method, for all costs related to share-based payments including stock options and restricted stock awards and stock issued under the Company’s employee stock purchase plan. These standards require companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. See Note 8 for further discussion of the Company’s stock-based compensation plans. | |
Income Taxes | |
The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. As part of the process of preparing the financial statements, the Company is required to estimate income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the balance sheets. | |
The Company assesses the likelihood that it will be able to recover its deferred tax assets. It considers all available evidence, both positive and negative, including the historical levels of income and losses, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. If the Company does not consider it more likely than not that it will recover its deferred tax assets, the Company records a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. At September 30, 2013 and December 31, 2012, the Company believed that the amount of its deferred income taxes would not be ultimately recovered. Accordingly, the Company recorded a full valuation allowance for deferred tax assets. However, should there be a change in the Company’s ability to recover its deferred tax assets, the Company would recognize a benefit to its tax provision in the period in which it determines that it is more likely than not that it will recover its deferred tax assets. | |
The Company entered into a financing transaction that will likely cause an ownership change under IRC Section 382. The precise impact of that ownership has not been calculated as of the quarter ended September 30, 2013. The Company will be calculating the impact in utilizing its net operating losses in the various taxing jurisdictions in which it files before filing tax returns. | |
Net Loss Per Common Share | |
Basic net loss per common share is computed using the weighted-average number of shares of common stock outstanding during the period less the weighted-average number of restricted shares of common stock subject to repurchase. Diluted net income/(loss) per common share is based on the weighted average number of common and common equivalent shares, such as stock options and unvested restricted stock shares outstanding during the period. Potentially dilutive securities were not included for the three and nine months ended September 30, 2013 because inclusion of such shares would have been anti-dilutive. | |
Recently Issued Accounting Pronouncements | |
There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company’s recent 2012 Form 10-K that are of significance or potential significance to the Company. |
Cash_Cash_Equivalents_and_Shor
Cash, Cash Equivalents and Short-Term Investments | 9 Months Ended |
Sep. 30, 2013 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-Term Investments | 3. Cash, Cash Equivalents and Short-Term Investments |
At September 30, 2013 and December 31, 2012, the balance of the Company’s cash, cash equivalents and short-term investments approximated their fair values. All short-term investments at September 30, 2013 mature in less than one year. The Company invests its cash and cash equivalents and short-term investments in money market funds, commercial paper, certificates of deposit and corporate and government notes. All of these securities are classified as available-for-sale with the unrealized gain and loss being recorded in accumulated other comprehensive income. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Fair Value Measurements | 4. Fair Value Measurements | ||||||||||||||||
The Company follows ASC 820, Fair Value Measurements, which clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value and expands disclosures about the use of fair value measurements. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 values are based on quoted prices in active markets. Level 2 values are based on significant other observable inputs. Level 3 values are based on significant unobservable inputs. The following table presents the fair value level for the assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The Company does not have any liabilities that are measured at fair value. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Description | Balance | (In thousands) | Significant | Significant | |||||||||||||
Sept 30, 2013 | Quoted Prices | Other | Unobservable | ||||||||||||||
in Active | Observable | Inputs | |||||||||||||||
Markets for | Inputs | (Level 3) | |||||||||||||||
Identical Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Cash and cash equivalents | $ | 38,693 | $ | 38,693 | $ | — | $ | — | |||||||||
Short-term investments: | |||||||||||||||||
Certificates of deposit | $ | 230 | $ | — | $ | 230 | $ | — | |||||||||
The Company’s cash and cash equivalents at September 30, 2013 consist of cash and money market funds. Money market funds are valued using quoted market prices. The Company’s short-term investments at September 30, 2013 consist of certificates of deposit. The Company uses an independent third party pricing service to value these securities. The pricing service uses observable inputs such as new issue money market rates, adjustment spreads, corporate actions and other factors and applies a series of matrices pricing model. The Company performs a review of prices reported by the pricing service to determine if they are reasonable estimates of fair value. In addition, the Company performs a review of its securities to determine the proper classification in accordance with the fair value hierarchy. |
Sublease_Agreement_and_Lease_E
Sublease Agreement and Lease Exit Liability | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Restructuring And Related Activities [Abstract] | |||||
Sublease Agreement and Lease Exit Liability | 5. Sublease Agreement and Lease Exit Liability | ||||
On July 18, 2007, the Company entered into a sublease agreement with Mendel Biotechnology, Inc. (“Mendel”) to lease approximately 48,000 square feet of the Company’s 72,000 square foot headquarters facility located in Hayward, CA. In April 2009, the Company entered into an amendment to its sublease agreement with Mendel to sublease an additional 1,550 square feet. In January 2012, the Company entered into a second amendment to the sublease with Mendel in which Mendel leased an additional 3,300 square feet and at this time Mendel waived their right to early termination. The sublease with Mendel now expires concurrently with the Company’s master lease for the Hayward facility in July of 2016. | |||||
During the year ended December 31, 2007, the Company recorded a $2.1 million lease exit liability and related expense for the expected loss on the sublease, because the monthly payments the Company expects to receive under the sublease are less than the amounts that the Company will owe the lessor for the sublease space. The Company recorded an additional sublease loss on the subsequent amendment of the lease in April 2009. The fair value of the lease exit liability was determined using a credit-adjusted risk-free rate to discount the estimated future net cash flows, consisting of the minimum lease payments to the lessor for the sublease space and payments the Company will receive under the sublease. The sublease loss and ongoing accretion expense required to record the lease exit liability at its fair value using the interest method have been recorded as part of restructuring and asset impairment expense in the consolidated statement of operations and comprehensive loss. | |||||
The lease exit liability activity for the nine months ended September 30, 2013 is as follows (in thousands): | |||||
Nine Months Ended | |||||
30-Sep-13 | |||||
Balance at January 1, 2013 | $ | 609 | |||
Accretion expense | 21 | ||||
Lease payments | (128 | ) | |||
Balance at September 30, 2013 | $ | 502 | |||
Collaboration_Agreement
Collaboration Agreement | 9 Months Ended |
Sep. 30, 2013 | |
Text Block [Abstract] | |
Collaboration Agreement | 6. Collaboration Agreement |
Grifols License and Collaboration Agreement | |
On May 20, 2013, the Company and Grifols, S.A., (“Grifols”) and certain other investors (the “Investors”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which the Company agreed, subject to the terms and conditions set forth in the Stock Purchase Agreement, to issue and sell a total of 209,774,558 shares of the Company’s common stock (“Common Stock”), to Grifols and an additional 124,193,546 shares of Common Stock to the Investors, for a total sale of 333,968,104 shares of Common Stock (the “Company Stock Sale”), for a purchase price of $0.124 per share. The aggregate gross consideration payable to the Company in the Company Stock Sale is approximately $41.4 million. | |
In conjunction with signing the Stock Purchase Agreement, the Company and Grifols agreed to enter into a License and Collaboration Agreement (the “License Agreement”) at the closing of the Company Stock Sale. The License Agreement would exclusively license the Company’s inhaled liposomal ciprofloxacin compounds for the indication of non-cystic fibrosis bronchiectasis and other indications (the “Program”) to Grifols on a worldwide basis. Grifols would fund development expenses and commercialize products from the Program (“Products”), and pay development milestones and royalties on future commercial sales of Products. The License Agreement is described further below. | |
The Company held a special meeting of its shareholders on July 15, 2013 to (i) approve certain amendments to the Company’s charter, including amendments necessary to increase the total number of shares of Common Stock authorized to be issued by the Company to at least 706,830,627 shares, including the 333,968,104 shares to be sold in the Company Stock Sale (the “Charter Amendment”) and (ii) to approve the Company’s closing of the Company Stock Sale and entering into the License Agreement, Governance Agreement and other agreements described below and in the Stock Purchase Agreement (the “Transactions”). Shareholders of the Company holding more than 50% of the outstanding shares of the Company’s Common Stock voted in favor of these proposals at the special meeting. | |
The closing of the Transactions was subject to certain closing conditions, including, among others the Company’s entering into binding terms with a third party to commercially manufacture Products to permit the Company to satisfy its obligation to commercially supply Grifols with Products. All conditions to the closing of the Transactions were met as of August 27, 2013 and the Company Stock Sale was completed on August 27, 2013. | |
Grifols paid approximately $26.0 million for the shares of the Company’s common stock at a purchase price of $0.124 per share, which reflected the contractual price for the Company’s common stock as stated in the Stock Purchase Agreement on May 20, 2013. Following the announcement of the collaboration, execution of a supply agreement and satisfaction of other conditions of closing, the stock price rose to $0.20 at the time of closing. Consequently, the contractual price of $0.124 per share resulted in a $0.076 per share discount from the August 27, 2013 closing price of $0.20 per share, or a discount of approximately $15.9 million from the fair market value of the common stock on the effective date of the Grifols License and Collaboration Agreement. The Company determined this transaction was not within the scope of ASC 605-25 and, accordingly, the Company recorded the sale of common stock to Grifols at fair value based on the closing price of the Company’s stock on August 27, 2013 of $0.20 per share. This discount, which is a non-cash charge, has been recorded as Collaboration Arrangement Acquisition Cost in the Company’s Condensed Consolidated Statement of Operations for the three and nine-month period ended September 30, 2013. | |
License Agreement | |
The License Agreement was signed simultaneously with the closing of the Company Stock Sale. Under the License Agreement, the Company granted to Grifols an exclusive license to the Program, the lead product candidate of which is named Pulmaquin®. The license permits Grifols to commercialize Products throughout the world and grants Grifols a back-up manufacturing right to produce Products. | |
The Company is responsible for developing the Product for non-cystic fibrosis bronchiectasis or pulmonary infections associated with non-cystic fibrosis bronchiectasis, in accordance with an agreed upon development plan and pursuant to a Grifols-funded budget of $65 million (which includes allocations for the Company’s internal, fully-burdened expenses). Any excess expenses are the responsibility of the Company. The Company will develop the Product for additional indications at Grifols’ sole expense if Grifols elects to pursue such development. | |
The Company is responsible for obtaining regulatory approval of the first indication for the Product in the United States and the European Union. Grifols is responsible for additional regulatory expenses, including the cost of obtaining approval outside the United States and European Union, and the cost of maintaining approvals globally. Grifols is responsible to use diligent efforts to commercialize the Product in countries where regulatory approval has been obtained. | |
The Company is responsible for supplying Grifols’ requirements of the Product, and must establish primary and back-up suppliers acceptable to Grifols. Grifols will purchase Products from the Company on a cost pass-through basis plus a margin. | |
The collaboration between Grifols and the Company is governed by a joint committee comprised of equal representation by the Company and Grifols and operated on a consensus basis. In the event that the parties do not agree, Grifols has deciding authority, except with respect to specific matters specified in the License Agreement. The Company has no obligation to participate in the joint committee after the first commercial sale of the product, but may do so at its discretion. Accordingly, the Company determined that it can separate performance obligations that occur over the development period from performance obligations that will occur during the commercialization period. | |
With respect to the US and EU development and approval of Pulmaquin for non-cystic fibrosis bronchiectasis management, Grifols will pay to Aradigm reimbursements of development costs up to $65 million and development milestone payments of up to $25 million. Additionally, royalty payments on a country-by-country basis on net sales at a rate of either 12.5% or 20% (depending on the amount of net sales) for so long as there is patent coverage or orphan drug designation (or, if longer, 10 years), except that payments will be reduced by half on a country-by-country basis in the event that another inhaled liposomal product containing ciprofloxacin is being sold for an indication for which the Aradigm product has regulatory approval. Royalty payments may also be reduced by 50% if Aradigm has no valid patent claim or orphan drug protection in that country. | |
Revenue has been recognized under the License Agreement as follows at September 30, 2013: The Company has a deferred revenue balance of $8.8 million for the reimbursement of development expenses at the quarter ended September 30, 2013 as well as collaboration revenues of $4.3 million for the reimbursement of development expenses for the quarter ended September 30, 2013. | |
Option Agreement | |
Simultaneously with execution of the License Agreement, Aradigm entered into an Option Agreement (the “Option Agreement”) with Grifols granting Grifols a limited term option to license Aradigm’s AERx® pulmonary drug delivery platform for use with another molecule. The Option Agreement affords Grifols a limited period of time to conduct a diligence assessment. If Grifols elects to proceed with a license, Grifols will pay Aradigm a low single digit royalty on net sales but bear all costs associated with development and commercialization. | |
Governance Agreement | |
In connection with and simultaneously with the closing of the Company Stock Sale, the Company and Grifols entered into a Governance Agreement (the “Governance Agreement”), which sets forth certain rights and obligations of the Company and Grifols concerning, among other things, certain corporate governance matters, certain limitations on future acquisitions of shares of Common Stock by Grifols, and certain rights by Grifols to maintain a target level of ownership in the Company. | |
On the date the Governance Agreement was executed, the Company’s board of directors was reconstituted to consist of its chief executive officer, three independent directors under the NASDAQ Marketplace Rules and two persons designated by Grifols. The number of persons Grifols is entitled to designate for consideration for election to the Company’s board of directors by the Company’s nominating committee will thereafter depend on the percentage of beneficial ownership of the Company held by Grifols. | |
The Governance Agreement also provides that during the period beginning on the date of Closing and ending 12 months after the first commercial sale of a Product (the “Restricted Period”), Grifols will not directly or indirectly acquire or offer to acquire any shares of Common Stock except (i) with the approval of the Company’s board of directors and a majority of its independent directors, (ii) effected solely to the extent necessary to maintain the beneficial ownership of Grifols and its affiliates at an amount equal to 35% (the “Target Percentage”) of the shares of Common Stock on a Fully Diluted Basis (as defined in the Governance Agreement), or (iii) in order to maintain its ownership percentage in the event that the Company issues new securities, in accordance with the provisions of the Governance Agreement. The Restricted Period terminates upon the occurrence of certain events, including a change in control of the Company and a third party publicly proposing to acquire the Company. The Governance Agreement further imposes certain “standstill” obligations on Grifols during the Restricted Period, pursuant to which Grifols and certain related persons are prohibited from soliciting proxies from the Company’s shareholders, granting proxies or entering into voting agreements and seeking additional representation on the Company’s board of directors. | |
The Governance Agreement provides Grifols with certain preemptive rights to participate in future issuances of Common Stock or equivalents of Common Stock by the Company, or the right to acquire shares of Common Stock from third parties or on the open market to maintain its Fully Diluted Ownership at the Target Percentage. | |
The Governance Agreement requires the approval of Grifols for certain actions by the Company which would adversely affect Grifols’ rights under the Governance Agreement, and for the Company to terminate the employment of its Chief Executive Officer or to appoint any successor Chief Executive Officer. | |
Registration Rights Agreements | |
In connection with and concurrently with the closing of the Company Stock Sale, the Company entered into a Registration Rights Agreement with Grifols (the “Grifols Registration Rights Agreement”), pursuant to which the Company agreed to provide registration rights to Grifols with respect to the shares of Common Stock to be acquired in the Company Stock Sale. Under such agreement, Grifols will be entitled to require the Company to file with the SEC certain registration statements under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the resale of the shares of Common Stock acquired by Grifols in the Company Stock Sale up to three times on Form S-1 and up to six times on Form S-3, and to include its shares of Common Stock in any registration the Company proposes for its own account or for the account of one or more of its shareholders. | |
In connection with and concurrently with the closing of the Company Stock Sale, the Company and the Investors also entered into a Registration Rights Agreement (the “Investors Registration Rights Agreement”). Pursuant to the Investors Registration Rights Agreement, the Company is required to file a registration statement to cover the resale of the shares of the Common Stock acquired by the investors in the Company Stock Sale. The failure on the part of the Company to satisfy the deadlines set forth in the Investors Registration Rights Agreement may subject the Company to payment of certain monetary penalties. In addition, pursuant to the terms of the Stock Purchase Agreement, the Company has agreed, among other things, not to file any other registration statement (other than any registration statement on Form S-4 or Form S-8, and subject to certain other limitations and exclusions) until the Common Stock subject thereto is covered by an effective registration statement or freely salable under Rule 144 under the Securities Act. |
Royalty_Agreement_Note_Payable
Royalty Agreement, Note Payable and Accrued Interest | 9 Months Ended |
Sep. 30, 2013 | |
Text Block [Abstract] | |
Royalty Agreement, Note Payable and Accrued Interest | 7. Royalty Agreement, Note Payable and Accrued Interest |
Zogenix | |
In August 2006, the Company sold all assets related to its needle-free injector technology platform and products, including 12 U.S. patents along with foreign counterparts, to Zogenix, Inc. In July 2009, Zogenix was granted approval by the U.S. Food and Drug Administration (“FDA”) of the SUMAVEL* DosePro* (sumatriptan injection) needle-free delivery system for the treatment of acute migraine and cluster headache. The Company is entitled to quarterly royalty payments of 3% of net sales on all SUMAVEL DosePro sales. The Company recorded royalty revenue of $251,000 for the three months ended September 30, 2013. | |
Royalty Financing | |
On June 21, 2011, the Company entered into an $8.5 million royalty financing agreement with a syndicate of lenders. The agreement created a debt obligation (the “Term Loan”) that will be repaid through and secured by royalties from net sales of the SUMAVEL DosePro (sumatriptan injection) needle-free delivery system payable to the Company under its Asset Purchase Agreement (“APA”) with Zogenix. | |
Under the terms of the royalty financing agreement, the Company received a loan of $8.5 million, less fees and expenses (approximately $473,000) and an additional $250,000 set aside for an Interest Reserve Account. The lenders are entitled to receive 100% of all royalties payable to the Company under the APA until the principal and accrued interest of the Term Loan are fully repaid, after which time the benefit of any further royalties made under the APA will accrue to Aradigm. The Term Loan will accrue interest at the rate equal to the greater of a) LIBOR or b) 1.50%, plus a margin of 14.5%. To the extent royalty payments are insufficient to pay accrued and unpaid interest under the financing the shortfall will be capitalized and added to the principal balance of the Term Loan. The lenders were granted a security interest in the assets of an Aradigm subsidiary, Aradigm Royalty Financing LLC, which holds Aradigm’s rights to receive royalty payments under the APA. The lenders have no recourse to other assets of Aradigm for repayment of the loan. | |
While the term loan is non-recourse to the assets of Aradigm Corporation, the term loan agreement contains a minimum royalty covenant. If the minimum royalty covenant is breached and the subsidiary does not cure the breach through a cash contribution to pay down the accrued principal and interest, then the lenders have the right to declare the agreement in default and obtain the right to all future royalties and payments due to Aradigm under the Zogenix asset purchase agreement. In 2012, the minimum royalty covenant was breached and the Company made cash payments of approximately $167,000 to the lenders for accrued interest in order to cure the breach. In the three months ended September 30, 2013 the covenant was again breached and the cumulative cash shortfall the Company would need to contribute to keep the agreement from default stands at $352,000. The Company has elected not to make this or any further cash contributions and is working with the lenders to transfer rights to the lenders for all future payments from Zogenix under the APA. | |
The Company capitalized the fees and expenses of approximately $473,000 and recorded this amount in other assets. The capitalized expenses were to be amortized to interest expense using the effective interest method over a period of 48 months, but the full amount of the remaining capitalized fees and expenses will be recognized upon the completion of the transfer of payment rights to the lenders. | |
In connection with the transaction, the Company issued to the lenders warrants to purchase a total of 2,840,909 shares of the Company’s common stock at a strike price of $0.22 per share, representing a 20% premium above the average closing price of the Company’s common stock for the ten trading days immediately preceding the closing of the transaction. The warrants expire on December 31, 2016. In accordance with Accounting Standards Topic 815 – Derivatives and Hedging, the warrants were accounted for as equity instruments and their fair value was determined to be approximately $390,000. The relative fair value of the warrants is considered a discount against the note and was recorded as a reduction of the note payable. The note discount is being amortized to interest expense using the effective interest method with an annual rate of 18.7% over a period of 48 months. |
StockBased_Compensation_and_St
Stock-Based Compensation and Stock Options, Awards and Units | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Stock-Based Compensation and Stock Options, Awards and Units | 8. Stock-Based Compensation and Stock Options, Awards and Units | ||||||||||||||||||||
The following table shows the stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Research and development | $ | 41 | $ | 8 | $ | 98 | $ | 85 | |||||||||||||
General and administrative | 93 | 97 | 240 | 299 | |||||||||||||||||
Total stock-based compensation expense | $ | 134 | $ | 105 | $ | 338 | $ | 384 | |||||||||||||
There was no capitalized stock-based employee compensation cost for the three and nine months ended September 30, 2013 and 2012. Since the Company did not record a tax provision during the quarters ended September 30, 2013 and 2012, there was no recognized tax benefit associated with stock-based compensation expense. | |||||||||||||||||||||
The total amount of unrecognized compensation cost related to non-vested stock options and stock purchases, net of forfeitures, was $0.2 million as of September 30, 2013. This amount will be recognized over a weighted average period of 0.66 years. | |||||||||||||||||||||
For restricted stock awards, the Company recognizes compensation expense over the vesting period for the fair value of the stock award on the measurement date. The total fair value of restricted stock awards that vested during the nine months ended September 30, 2013 was $283,000. The Company retained purchase rights with respect to 547,000 shares of unvested restricted stock awards issued pursuant to stock purchase agreements at no cost per share as of September 30, 2013. As of September 30, 2013, there was $0.1 million of total unrecognized compensation costs, net of forfeitures, related to non-vested stock awards which are expected to be recognized over a weighted average period of 0.64 years. | |||||||||||||||||||||
Stock Option Plans: 1996 Equity Incentive Plan, 2005 Equity Incentive Plan and 1996 Non-Employee Directors’ Plan | |||||||||||||||||||||
The 1996 Equity Incentive Plan (the “1996 Plan”) and the 2005 Equity Incentive Plan (the “2005 Plan”), which amended, restated and retitled the 1996 Plan, were adopted to provide a means by which selected officers, directors, scientific advisory board members and employees of and consultants to the Company and its affiliates could be given an opportunity to acquire an equity interest in the Company. All employees, directors, officers, scientific advisory board members and consultants of the Company are eligible to participate in the 2005 Plan. During 2000, the Board of Directors approved the termination of the 1996 Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”). This termination had no effect on options already outstanding under the Directors’ Plan. | |||||||||||||||||||||
Stock Option Activity | |||||||||||||||||||||
The following is a summary of activity under the 1996 Plan, the 2005 Plan and the Directors’ Plan for the nine months ended September 30, 2013: | |||||||||||||||||||||
Shares Available for | |||||||||||||||||||||
Future Grant | |||||||||||||||||||||
Balance at January 1, 2013 | 2,954,024 | ||||||||||||||||||||
Options granted | (630,000 | ) | |||||||||||||||||||
Increase in authorized shares | 40,000,000 | ||||||||||||||||||||
Options cancelled | 40,900 | ||||||||||||||||||||
Restricted share awards granted | (713,333 | ) | |||||||||||||||||||
Balance at September 30, 2013 | 41,651,591 | ||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
Number of | Exercise Price Range | Weighted | |||||||||||||||||||
Shares | Average | ||||||||||||||||||||
Exercise | |||||||||||||||||||||
Price | |||||||||||||||||||||
Balance at January 1, 2013 | 6,755,200 | $ | 0.12 | — | $ | 12 | $ | 0.83 | |||||||||||||
Options granted | 630,000 | $ | 0.12 | — | $ | 0.15 | $ | 0.15 | |||||||||||||
Options cancelled | (40,900 | ) | $ | 4.75 | — | $ | 9.45 | $ | 5.81 | ||||||||||||
Balance at September 30, 2013 | 7,344,300 | $ | 0.12 | — | $ | 12 | $ | 0.78 | |||||||||||||
Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at September 30, 2013 for those stock options for which the quoted market price was in excess of the exercise price (“in-the-money options”). As of September 30, 2013, options to purchase 6,905,174 shares of common stock were exercisable and had an aggregate intrinsic value of approximately $125,000. No stock options were exercised during the nine months ended September 30, 2013. | |||||||||||||||||||||
A summary of the Company’s unvested restricted stock and performance bonus stock awards as of September 30, 2013 is presented below representing the maximum number of shares that could be earned or vested under the 2005 Plan: | |||||||||||||||||||||
Number | Weighted Average | ||||||||||||||||||||
of | Grant Date Fair | ||||||||||||||||||||
Shares | Value | ||||||||||||||||||||
Balance at December 31, 2012 | 1,453,084 | $ | 0.14 | ||||||||||||||||||
Restricted share awards issued | 713,333 | 0.15 | |||||||||||||||||||
Restricted share awards vested | (1,619,417 | ) | 0.14 | ||||||||||||||||||
Balance at September 30, 2013 | 547,000 | $ | 0.18 | ||||||||||||||||||
In 2013, the non-employee members of the Board of Directors elected to forego all or a portion of their annual cash retainer in exchange for restricted stock awards. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Net Loss Per Common Share | 9. Net Loss Per Common Share | ||||||||
The Company computes basic net loss per common share using the weighted-average number of shares of common stock outstanding during the period less the weighted-average number of shares of common stock subject to repurchase. The effects of including the incremental shares associated with options, warrants and unvested restricted stock are anti-dilutive, and are not included in the diluted weighted average number of shares of common stock outstanding for the nine month periods ended September 30, 2013 and 2012. | |||||||||
The Company excluded the following securities from the calculation of diluted net loss per common share for the nine months ended September 30, 2013 and 2012, as their effect would be anti-dilutive (in thousands): | |||||||||
Nine months ended | |||||||||
Sep 30, | |||||||||
2013 | 2012 | ||||||||
Outstanding stock options | 7,344 | 6,844 | |||||||
Unvested restricted stock | 547 | 1,482 | |||||||
Unvested restricted stock units | 412 | 412 |
Comprehensive_Loss
Comprehensive Loss | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Equity [Abstract] | |||||||||
Comprehensive Loss | 10. Comprehensive Loss | ||||||||
Comprehensive loss includes net loss and other comprehensive loss, which for the Company primarily comprised of unrealized holding gains and losses on the Company’s available-for-sale securities that are excluded from the accompanying condensed consolidated statements of operations in computing net loss and reported separately in shareholders’ equity (deficit). Comprehensive loss and its components are as follows (in thousands): | |||||||||
Nine months ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Net loss | $ | (20,909 | ) | $ | (5,683 | ) | |||
Other comprehensive loss: | |||||||||
Change in unrealized loss on available-for-sale securities | — | (1 | ) | ||||||
Comprehensive loss | $ | (20,909 | ) | $ | (5,684 | ) | |||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates |
The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates include useful lives for property and equipment and related depreciation calculations, assumptions for valuing options and warrants, and income taxes. Actual results could differ from these estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
All highly liquid investments with maturities of three months or less at the time of purchase are classified as cash equivalents. | |
Investments | Investments |
Management determines the appropriate classification of the Company’s marketable securities, which consist solely of debt securities, at the time of purchase. All investments are classified as available-for-sale, carried at estimated fair value and reported in cash and cash equivalents or short-term investments. Unrealized gains and losses on available-for-sale securities are excluded from earnings and losses. Fair values of investments are based on quoted market prices where available. Investment income is recognized when earned and includes interest, dividends, amortization of purchase premiums and discounts, and realized gains and losses on sales of securities. The cost of securities sold is based on the specific identification method. The Company regularly reviews all of its investments for other-than-temporary declines in fair value. When the Company determines that the decline in fair value of an investment below the Company’s accounting basis is other-than-temporary, the Company reduces the carrying value of the securities held and records a loss equal to the amount of any such decline. No such reductions were required during any of the periods presented. | |
Property and Equipment | Property and Equipment |
The Company records property and equipment at cost and calculates depreciation using the straight-line method over the estimated useful lives of the respective assets. Machinery and equipment includes external costs incurred for validation of the equipment. The Company does not capitalize internal validation expense. Computer equipment and software includes capitalized computer software. All of the Company’s capitalized software is purchased; the Company has not internally developed computer software. Leasehold improvements are depreciated over the shorter of the term of the lease or useful life of the improvement. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
The Company reviews for impairment whenever events or changes in circumstances indicate that the carrying amount of property and equipment may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written down to their estimated fair values and the loss is recognized in the consolidated statements of operations. | |
Accounting for Costs Associated with Exit or Disposal Activities | Accounting for Costs Associated with Exit or Disposal Activities |
The Company recognizes a liability for the cost associated with an exit or disposal activity that is measured initially at its fair value in the period in which the liability is incurred. The Company accounted for the partial sublease of its headquarters building as an exit activity and recorded the sublease loss in its statement of operations (see Note 5). | |
Costs to terminate an operating lease or other contracts are (a) costs to terminate the contract before the end of its term or (b) costs that will continue to be incurred under the contract for its remaining term without economic benefit to the entity. In periods subsequent to initial measurement, changes to the liability are measured using the credit-adjusted risk-free rate that was used to measure the liability initially. | |
Revenue Recognition | Revenue Recognition |
Contract revenues consist of revenues from grants, collaboration agreements and feasibility studies. License and collaboration revenue is primarily generated through agreements with strategic partners for the development and commercialization of our product candidates. The terms of the agreements typically include non-refundable upfront fees, funding of research and development activities, payments based upon achievement of milestones and royalties on net product sales. The Company recognizes revenue under the provisions of the SEC issued Staff Accounting Bulletin 104, Topic 13, Revenue Recognition Revised and Updated and ASC 605-25, Revenue Recognition-Multiple Elements (“ASC 605-25”). Revenue for arrangements not having multiple deliverables, as outlined in ASC 605-25, is recognized once costs are incurred and collectability is reasonably assured. | |
Collaborative license and development agreements that require the Company to provide multiple deliverables, such as a license, research and product steering committee service and other performance obligations, are accounted for in accordance with ASC 605-25. Under ASC 605-25, delivered items are evaluated to determine whether such items have value to the Company’s collaborators on a stand-alone basis and whether such objective reliable evidence of fair value of the undelivered item exists. The Company performs its analysis at the inception of each arrangement and as each product or service is delivered. Deliverables that meet these criteria are considered a separate unit of accounting. If a product or service is not separable, the combined deliverables are accounted for as a single unit of accounting and revenue is recognized over the performance obligation period. The appropriate revenue recognition criteria are identified and applied to each separate unit of accounting. | |
Assuming the elements meet the revenue recognition guidelines, the revenue recognition methodology prescribed for each unit of accounting is summarized below: | |
Upfront Fees—The Company defers recognition of non-refundable upfront fees if there are continuing performance obligations without which the technology licensed has no utility to the licensee. If the Company has continuing performance obligations through research and development services that are required because know-how and expertise related to the technology is proprietary to the Company, or can only be performed by the Company, then such up-front fees are deferred and recognized over the estimated period of the performance obligation. The Company bases the estimate of the period of performance on factors in the contract. Actual time frames could vary and could result in material changes to the results of operations. When the collaboration partners request the Company to continue performing the research and development services in collaboration beyond the initial period of performance the remaining unamortized deferred revenue and any new continuation or license fees are recognized over the extended period of performance. | |
Funded Research and Development—Revenue from research and development services is recognized during the period in which the services are performed and is based upon the number of full-time-equivalent personnel working on the specific project at the agreed-upon rate. The full-time equivalent amount can vary each year if the contracts allow for a percentage increase determined by relevant salary surveys, if applicable. Reimbursements from collaborative partners for agreed upon direct costs including direct materials and outsourced, or subcontracted, pre-clinical studies are classified as revenue and recognized in the period the reimbursable expenses are incurred. Payments received in advance are recorded as deferred revenue until the research and development services are performed or costs are incurred. | |
Milestones—Substantive milestone payments are considered to be performance bonuses that are recognized upon achievement of the milestone only if all of the following conditions are met: the milestone payments are non-refundable; achievement of the milestone involves a degree of risk and was not reasonably assured at the inception of the arrangement; substantive effort is involved in achieving the milestone; the amount of the milestone is reasonable in relation to the effort expended or the risk associated with achievement of the milestone; and a reasonable amount of time passes between the up-front license payment and the first milestone payment as well as between each subsequent milestone payment. If any of these conditions are not met, the milestone payments are deferred and recognized as revenue over the term of the arrangement as the Company completes its performance obligations. | |
Royalties—The Company recognizes royalty revenues from licensed products upon the sale of the related products. | |
Research and Development | Research and Development |
Research and development expenses consist of costs incurred for company-sponsored, collaborative and contracted research and development activities. These costs include direct and research-related overhead expenses. The Company expenses research and development costs as such costs are incurred. | |
Stock-Based Compensation | Stock-Based Compensation |
The Company accounts for share-based payment arrangements in accordance with ASC 718, Compensation-Stock Compensation and ASC 505-50, Equity-Equity Based Payments to Non-Employees which requires the recognition of compensation expense, using a fair-value based method, for all costs related to share-based payments including stock options and restricted stock awards and stock issued under the Company’s employee stock purchase plan. These standards require companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. See Note 8 for further discussion of the Company’s stock-based compensation plans. | |
Income Taxes | Income Taxes |
The Company makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. As part of the process of preparing the financial statements, the Company is required to estimate income taxes in each of the jurisdictions in which it operates. This process involves the Company estimating its current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in the balance sheets. | |
The Company assesses the likelihood that it will be able to recover its deferred tax assets. It considers all available evidence, both positive and negative, including the historical levels of income and losses, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. If the Company does not consider it more likely than not that it will recover its deferred tax assets, the Company records a valuation allowance against the deferred tax assets that it estimates will not ultimately be recoverable. At September 30, 2013 and December 31, 2012, the Company believed that the amount of its deferred income taxes would not be ultimately recovered. Accordingly, the Company recorded a full valuation allowance for deferred tax assets. However, should there be a change in the Company’s ability to recover its deferred tax assets, the Company would recognize a benefit to its tax provision in the period in which it determines that it is more likely than not that it will recover its deferred tax assets. | |
The Company entered into a financing transaction that will likely cause an ownership change under IRC Section 382. The precise impact of that ownership has not been calculated as of the quarter ended September 30, 2013. The Company will be calculating the impact in utilizing its net operating losses in the various taxing jurisdictions in which it files before filing tax returns. | |
Net Loss Per Common Share | Net Loss Per Common Share |
Basic net loss per common share is computed using the weighted-average number of shares of common stock outstanding during the period less the weighted-average number of restricted shares of common stock subject to repurchase. Diluted net income/(loss) per common share is based on the weighted average number of common and common equivalent shares, such as stock options and unvested restricted stock shares outstanding during the period. Potentially dilutive securities were not included for the three and nine months ended September 30, 2013 because inclusion of such shares would have been anti-dilutive. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2013, as compared to the recent accounting pronouncements described in the Company’s recent 2012 Form 10-K that are of significance or potential significance to the Company. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||
Summary of Assets Measured at Fair Value on Recurring Basis | The following table presents the fair value level for the assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The Company does not have any liabilities that are measured at fair value. | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Description | Balance | (In thousands) | Significant | Significant | |||||||||||||
Sept 30, 2013 | Quoted Prices | Other | Unobservable | ||||||||||||||
in Active | Observable | Inputs | |||||||||||||||
Markets for | Inputs | (Level 3) | |||||||||||||||
Identical Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Cash and cash equivalents | $ | 38,693 | $ | 38,693 | $ | — | $ | — | |||||||||
Short-term investments: | |||||||||||||||||
Certificates of deposit | $ | 230 | $ | — | $ | 230 | $ | — | |||||||||
Sublease_Agreement_and_Lease_E1
Sublease Agreement and Lease Exit Liability (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Restructuring And Related Activities [Abstract] | |||||
Schedule of Lease Exit Liability Activity | The lease exit liability activity for the nine months ended September 30, 2013 is as follows (in thousands): | ||||
Nine Months Ended | |||||
30-Sep-13 | |||||
Balance at January 1, 2013 | $ | 609 | |||
Accretion expense | 21 | ||||
Lease payments | (128 | ) | |||
Balance at September 30, 2013 | $ | 502 | |||
StockBased_Compensation_and_St1
Stock-Based Compensation and Stock Options, Awards and Units (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||
Schedule of Stock-Based Compensation Expense | The following table shows the stock-based compensation expense included in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2013 and 2012 (in thousands): | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||
Costs and expenses: | |||||||||||||||||||||
Research and development | $ | 41 | $ | 8 | $ | 98 | $ | 85 | |||||||||||||
General and administrative | 93 | 97 | 240 | 299 | |||||||||||||||||
Total stock-based compensation expense | $ | 134 | $ | 105 | $ | 338 | $ | 384 | |||||||||||||
Schedule of Activity Under Stock Option Plan | The following is a summary of activity under the 1996 Plan, the 2005 Plan and the Directors’ Plan for the nine months ended September 30, 2013: | ||||||||||||||||||||
Shares Available for | |||||||||||||||||||||
Future Grant | |||||||||||||||||||||
Balance at January 1, 2013 | 2,954,024 | ||||||||||||||||||||
Options granted | (630,000 | ) | |||||||||||||||||||
Increase in authorized shares | 40,000,000 | ||||||||||||||||||||
Options cancelled | 40,900 | ||||||||||||||||||||
Restricted share awards granted | (713,333 | ) | |||||||||||||||||||
Balance at September 30, 2013 | 41,651,591 | ||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
Number of | Exercise Price Range | Weighted | |||||||||||||||||||
Shares | Average | ||||||||||||||||||||
Exercise | |||||||||||||||||||||
Price | |||||||||||||||||||||
Balance at January 1, 2013 | 6,755,200 | $ | 0.12 | — | $ | 12 | $ | 0.83 | |||||||||||||
Options granted | 630,000 | $ | 0.12 | — | $ | 0.15 | $ | 0.15 | |||||||||||||
Options cancelled | (40,900 | ) | $ | 4.75 | — | $ | 9.45 | $ | 5.81 | ||||||||||||
Balance at September 30, 2013 | 7,344,300 | $ | 0.12 | — | $ | 12 | $ | 0.78 | |||||||||||||
Schedule of Unvested Restricted Stock and Performance Bonus Stock Award | A summary of the Company’s unvested restricted stock and performance bonus stock awards as of September 30, 2013 is presented below representing the maximum number of shares that could be earned or vested under the 2005 Plan: | ||||||||||||||||||||
Number | Weighted Average | ||||||||||||||||||||
of | Grant Date Fair | ||||||||||||||||||||
Shares | Value | ||||||||||||||||||||
Balance at December 31, 2012 | 1,453,084 | $ | 0.14 | ||||||||||||||||||
Restricted share awards issued | 713,333 | 0.15 | |||||||||||||||||||
Restricted share awards vested | (1,619,417 | ) | 0.14 | ||||||||||||||||||
Balance at September 30, 2013 | 547,000 | $ | 0.18 | ||||||||||||||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Securities Excluded from Calculation of Diluted Net Loss per Common Share | The Company excluded the following securities from the calculation of diluted net loss per common share for the nine months ended September 30, 2013 and 2012, as their effect would be anti-dilutive (in thousands): | ||||||||
Nine months ended | |||||||||
Sep 30, | |||||||||
2013 | 2012 | ||||||||
Outstanding stock options | 7,344 | 6,844 | |||||||
Unvested restricted stock | 547 | 1,482 | |||||||
Unvested restricted stock units | 412 | 412 |
Comprehensive_Loss_Tables
Comprehensive Loss (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Equity [Abstract] | |||||||||
Schedule of Comprehensive Loss and its Components | Comprehensive loss and its components are as follows (in thousands): | ||||||||
Nine months ended | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Net loss | $ | (20,909 | ) | $ | (5,683 | ) | |||
Other comprehensive loss: | |||||||||
Change in unrealized loss on available-for-sale securities | — | (1 | ) | ||||||
Comprehensive loss | $ | (20,909 | ) | $ | (5,684 | ) | |||
Organization_Basis_of_Presenta1
Organization, Basis of Presentation and Liquidity - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Segment | ||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Number of operating segment | 1 | |
Accumulated deficit | ($392,269,000) | ($371,360,000) |
Working capital | 42,700,000 | |
Shareholders' equity (deficit) | 34,196,000 | -1,441,000 |
Cash, cash equivalents and short-term investments | $38,900,000 |
Cash_Cash_Equivalents_and_Shor1
Cash, Cash Equivalents and Short-Term Investments - Additional Information (Detail) (Maximum [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Maximum [Member] | |
Cash and Cash Equivalents [Line Items] | |
Short-term investment maturity period | 1 year |
Fair_Value_Measurements_Summar
Fair Value Measurements - Summary of Assets Measured at Fair Value on Recurring Basis (Detail) (Recurring [Member], USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents | $38,693 |
Certificates of deposit [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 230 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents | 38,693 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of deposit [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | |
Significant Other Observable Inputs (Level 2) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents | |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of deposit [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total | 230 |
Significant Unobservable Inputs (Level 3) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash and cash equivalents | |
Significant Unobservable Inputs (Level 3) [Member] | Certificates of deposit [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total |
Sublease_Agreement_and_Lease_E2
Sublease Agreement and Lease Exit Liability - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2007 | Jan. 31, 2012 | Apr. 30, 2009 | Jul. 18, 2007 | Jul. 18, 2007 |
Mendel [Member] | Mendel [Member] | Mendel [Member] | 3929 Point Eden Way, Hayward, CA [Member] | |||
sqft | sqft | sqft | sqft | |||
Schedule Of Leases [Line Items] | ||||||
Number of square feet | 3,300 | 1,550 | 48,000 | 72,000 | ||
Lease agreement initiation date | 18-Jul-07 | |||||
Impairment expense related to the sublease | $2.10 |
Sublease_Agreement_and_Lease_E3
Sublease Agreement and Lease Exit Liability - Schedule of Lease Exit Liability Activity (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Leases [Abstract] | |
Balance at January 1, 2013 | $609 |
Accretion expense | 21 |
Lease payments | -128 |
Balance at September 30, 2013 | $502 |
Collaboration_Agreement_Additi
Collaboration Agreement - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 15, 2013 | 20-May-13 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Aug. 27, 2013 | Sep. 30, 2013 | 20-May-13 | 20-May-13 | |
License Agreement with Grifols [Member] | License Agreement with Grifols [Member] | License Agreement with Grifols [Member] | License Agreement with Grifols [Member] | License Agreement with Grifols [Member] | Governance Agreement [Member] | Grifols [Member] | Grifols [Member] | Grifols [Member] | Investor [Member] | ||||||||
December 31, 2013 [Member] | Minimum [Member] | Maximum [Member] | Person | ||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Stock Purchase Agreement | 20-May-13 | ||||||||||||||||
Common stock, shares issued and sell | 586,375,325 | 586,375,325 | 333,968,104 | 251,346,385 | 209,774,558 | 124,193,546 | |||||||||||
Common stock, purchase price per share | $0.12 | ||||||||||||||||
Proceed from common stock shares | $426,465,000 | $426,465,000 | $41,400,000 | $369,919,000 | |||||||||||||
Common Stock authorized shares | 1,001,830,627 | 1,001,830,627 | 706,830,627 | 297,527,214 | |||||||||||||
Shareholders holding percentage | 50.00% | ||||||||||||||||
Payment received from investors and related party | 40,265,000 | 38,000 | 26,000,000 | ||||||||||||||
Closing price of common stock | $0.20 | ||||||||||||||||
Common stock discount per share | $0.08 | ||||||||||||||||
Common stock discount on shares | 15,900,000 | ||||||||||||||||
Future reimbursable research and development expenses by partner | 65,000,000 | ||||||||||||||||
Payments for development milestones by partner | 25,000,000 | ||||||||||||||||
Royalty payments on net sales rate | 12.50% | 20.00% | |||||||||||||||
Patent coverage or orphan drug designation period | 10 years | ||||||||||||||||
Percentage of reduction on royalty payment | 50.00% | ||||||||||||||||
Deferred revenue balance | 8,800,000 | ||||||||||||||||
Collaboration revenues | $4,301,000 | $4,301,000 | $4,300,000 | ||||||||||||||
Number of independent directors | 3 | ||||||||||||||||
Number of directors designated by partner | 2 | ||||||||||||||||
Number of chief executive officer | 1 | ||||||||||||||||
Period to be consider after the first commercial sale for restriction to acquire and sale of stock by Grifols | 12 months | ||||||||||||||||
Minimum target percentage of beneficial ownership to be maintain under governance agreement | 35.00% |
Royalty_Agreement_Note_Payable1
Royalty Agreement, Note Payable and Accrued Interest - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 21, 2011 | Aug. 31, 2006 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Patents | |||||||
Debt Instrument [Line Items] | |||||||
United States patents along with foreign counterparts | 12 | ||||||
Quarterly royalty payments rate | 3.00% | ||||||
Royalty revenue | $251,000 | $262,000 | $778,000 | $784,000 | |||
Royalty financing agreement with a syndicate of lenders | 8,500,000 | 8,885,000 | 8,885,000 | 8,513,000 | |||
Royalty financing agreement fees and expenses | 473,000 | ||||||
Additional Interest Reserve Account | 250,000 | ||||||
Royalties payable rate | 100.00% | ||||||
Term Loan accrue interest to LIBOR or plus | A) LIBOR or b) 1.50%, plus a margin of 14.5% | ||||||
Accrued interest paid to cure the breach | 167,000 | ||||||
Cumulative cash shortfall agreement from default stands | 352,000 | 352,000 | |||||
Number of trading days for the average closing price | 10 days | ||||||
Warrants expiration date | 31-Dec-16 | ||||||
Discount Interest Rate | 18.70% | ||||||
Capital expenses amortized to interest expense for how many months | 48 months | ||||||
Warrants [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Lender warrants to purchase common stock | 2,840,909 | ||||||
Class of warrant or right, exercise price of warrants or rights | $0.22 | ||||||
Common stock premium rate | 20.00% | ||||||
Warrants accounted for equity instruments, fair value, discount against note | $390,000 |
StockBased_Compensation_and_St2
Stock-Based Compensation and Stock Options, Awards and Units - Schedule of Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Costs and expenses: | ||||
Total stock-based compensation expense | $134 | $105 | $338 | $384 |
Research and development [Member] | ||||
Costs and expenses: | ||||
Total stock-based compensation expense | 41 | 8 | 98 | 85 |
General and administrative [Member] | ||||
Costs and expenses: | ||||
Total stock-based compensation expense | $93 | $97 | $240 | $299 |
StockBased_Compensation_and_St3
Stock-Based Compensation and Stock Options, Awards and Units - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Capitalized stock-based employee compensation cost | $0 | $0 | $0 | $0 |
Tax provision related to stock-based compensation | 0 | 0 | ||
Recognized tax benefit associated with stock-based compensation expense | 0 | 0 | ||
Total fair value of restricted stock awards | 283,000 | |||
Stock options of common stock exercisable, shares | 6,905,174 | 6,905,174 | ||
Stock options, aggregate intrinsic value | 125,000 | 125,000 | ||
Stock options exercised during the period | 0 | |||
Non-vested stock options and stock purchases [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total amount of unrecognized compensation cost | 200,000 | 200,000 | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period expected to be recognized, total unrecognized compensation cost, in years | 7 months 28 days | |||
Non-vested stock awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total amount of unrecognized compensation cost | $100,000 | $100,000 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average period expected to be recognized, total unrecognized compensation cost, in years | 7 months 21 days | |||
Company retained purchase rights on unvested restricted stock awards, shares | 547,000 | 547,000 |
StockBased_Compensation_and_St4
Stock-Based Compensation and Stock Options, Awards and Units - Schedule of Activity Under Stock Option Plan (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Available for Future Grant, Beginning balance | 2,954,024 |
Options granted, Shares Available for Future Grant | -630,000 |
Increase in authorized shares | 40,000,000 |
Options cancelled, Shares Available for Future Grant | 40,900 |
Restricted share awards granted, Shares Available for Future Grant | -713,333 |
Shares Available for Future Grant, Ending balance | 41,651,591 |
Number of Shares, Beginning balance | 6,755,200 |
Options granted, Number of Shares | 630,000 |
Options cancelled, Number of Shares | -40,900 |
Number of Shares, Ending balance | 7,344,300 |
Weighted Average Exercise Price, Beginning balance | $0.83 |
Options granted, Weighted Average Exercise Price | $0.15 |
Options cancelled, Weighted Average Exercise Price | $5.81 |
Weighted Average Exercise Price, Ending balance | $0.78 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Beginning Balance | $12 |
Options granted, Exercise Price Range | $0.15 |
Options cancelled, Exercise Price Range | $9.45 |
Exercise Price Range, Ending Balance | $12 |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Exercise Price Range, Beginning Balance | $0.12 |
Options granted, Exercise Price Range | $0.12 |
Options cancelled, Exercise Price Range | $4.75 |
Exercise Price Range, Ending Balance | $0.12 |
StockBased_Compensation_and_St5
Stock-Based Compensation and Stock Options, Awards and Units - Schedule of Unvested Restricted Stock and Performance Bonus Stock Award (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted share awards issued, Number of Shares | 713,333 |
Unvested restricted stock awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Beginning Balance, Number of Shares | 1,453,084 |
Restricted share awards issued, Number of Shares | 713,333 |
Restricted share awards vested, Number of Shares | -1,619,417 |
Ending Balance, Number of Shares | 547,000 |
Beginning Balance, Weighted Average Grant Date Fair Value | 0.14 |
Restricted share awards issued, Weighted Average Grant Date Fair Value | 0.15 |
Restricted share awards vested, Weighted Average Grant Date Fair Value | 0.14 |
Ending Balance, Weighted Average Grant Date Fair Value | 0.18 |
Net_Loss_Per_Common_Share_Sche
Net Loss Per Common Share - Schedule of Securities Excluded from Calculation of Diluted Net Loss per Common Share (Detail) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Outstanding stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from the calculation of diluted net loss per common share | 7,344 | 6,844 |
Unvested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from the calculation of diluted net loss per common share | 547 | 1,482 |
Unvested restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded from the calculation of diluted net loss per common share | 412 | 412 |
Comprehensive_Loss_Schedule_of
Comprehensive Loss - Schedule of Comprehensive Loss and its Components (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Comprehensive Income Net Of Tax [Abstract] | ||||
Net loss | ($14,874) | ($1,962) | ($20,909) | ($5,683) |
Other comprehensive loss: | ||||
Change in unrealized loss on available-for-sale securities | -1 | |||
Comprehensive loss | ($14,874) | ($1,962) | ($20,909) | ($5,684) |