Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 17, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | ARENA PHARMACEUTICALS, INC. | ||
Entity Central Index Key | 0001080709 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-31161 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Trading Symbol | ARNA | ||
Entity Common Stock, Shares Outstanding | 61,659,385 | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 4.2 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Address, Postal Zip Code | 84060 | ||
Entity Tax Identification Number | 23-2908305 | ||
Local Phone Number | 453.7200 | ||
City Area Code | 858 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 136 Heber Avenue | ||
Entity Address, Address Line Two | Suite 204 | ||
Entity Address, City or Town | Park City | ||
Entity Address, State or Province | UT | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Certain information required by Part III of this Annual Report on Form 10-K is incorporated by reference from the Registrant’s Definitive Proxy Statement for the Annual Meeting of Stockholders to be held in June 2022, which will be filed with the Securities and Exchange Commission on or before May 2, 2022. | ||
Entity Filer Category | Large Accelerated Filer |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Location | San Diego, California |
Auditor Name | KPMG LLP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 224,572 | $ 219,544 |
Short-term investments, available-for-sale | 325,897 | 884,497 |
Prepaid expenses and other current assets | 18,996 | 35,266 |
Total current assets | 569,465 | 1,139,307 |
Investments, available-for-sale | 160,796 | 0 |
Land, property and equipment, net | 19,125 | 22,090 |
Other non-current assets | 35,319 | 29,323 |
Total assets | 784,705 | 1,190,720 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 32,135 | 35,351 |
Accrued clinical and preclinical study fees | 29,129 | 18,325 |
Current portion of lease financing obligations | 5,052 | 4,401 |
Total current liabilities | 66,316 | 58,077 |
Lease financing obligations, less current portion | 36,159 | 41,211 |
Other long-term liabilities | 8,993 | 10,963 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, 7,500,000 shares authorized, no shares issued and outstanding at December 31, 2021, and 2020 | 0 | 0 |
Common stock, $0.0001 par value, 147,000,000 shares authorized at December 31, 2021, and 2020; 61,564,122 and 58,611,210 shares issued and outstanding at December 31, 2021 and 2020, respectively | 6 | 6 |
Additional paid-in capital | 2,797,675 | 2,587,494 |
Accumulated other comprehensive (loss) income | (280) | 700 |
Accumulated deficit | (2,124,164) | (1,507,731) |
Total stockholders' equity | 673,237 | 1,080,469 |
Total liabilities and equity | $ 784,705 | $ 1,190,720 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 7,500,000 | 7,500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 147,000,000 | |
Common stock, shares issued (in shares) | 61,564,122 | 58,611,210 |
Common stock, shares outstanding (in shares) | 61,564,122 | 58,611,210 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues | |||
Total revenues | $ 54 | $ 319 | $ 806,431 |
Operating costs and expenses | |||
Research and development | 419,509 | 323,740 | 231,496 |
Acquired in-process research and development | 70,000 | 0 | 0 |
Selling, general and administrative | 126,206 | 103,218 | 77,616 |
Transaction costs | 8,638 | 0 | 14,573 |
Total operating costs and expenses | 624,353 | 426,958 | 323,685 |
(Loss) income from operations | (624,299) | (426,639) | 482,746 |
Interest and other income (expense) | |||
Interest income | 1,428 | 11,052 | 26,872 |
Interest expense | (4,159) | (4,523) | (4,791) |
Other (expense) income, net | (3,272) | 2,421 | 3,061 |
Gain from Longboard equity method investment | 13,869 | 12,955 | 0 |
Total interest and other income, net | 7,866 | 21,905 | 25,142 |
(Loss) income before income taxes | (616,433) | (404,734) | 507,888 |
Income tax provision | 0 | 0 | (110,333) |
Net (loss) income | $ (616,433) | $ (404,734) | $ 397,555 |
Net (loss) income per share, basic: | |||
Net (loss) per share, basic (dollars per share) | $ (10.14) | $ (7.39) | $ 7.99 |
Net (loss) per share, diluted (dollars per share) | $ (10.14) | $ (7.39) | $ 7.69 |
Net (loss) income per share, diluted: | |||
Shares used in calculating net (loss) income per share, basic (in shares) | 60,776,000 | 54,767,000 | 49,779,000 |
Shares used in calculating net (loss) income per share, diluted (in shares) | 60,776,000 | 54,767,000 | 51,698,000 |
Comprehensive (Loss) Income: | |||
Net (loss) income | $ (616,433) | $ (404,734) | $ 397,555 |
Foreign currency translation adjustment | 188 | 161 | (11) |
Unrealized (loss) gain on available-for-sale investments | (1,168) | (764) | 1,469 |
Comprehensive (loss) income | (617,413) | (405,337) | 399,013 |
Collaboration and other revenue | |||
Revenues | |||
Total revenues | 54 | 57 | 7,284 |
United Therapeutics revenue | |||
Revenues | |||
Total revenues | 0 | 0 | 800,000 |
Royalty revenue | |||
Revenues | |||
Total revenues | $ 0 | $ 262 | $ (853) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 49,422,991 | ||||
Beginning balance at Dec. 31, 2018 | $ 606,258 | $ 5 | $ 2,106,960 | $ (155) | $ (1,500,552) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued from stock plans, net of payroll taxes paid (in shares) | 747,962 | ||||
Shares issued from stock plans, net of payroll taxes paid | 13,147 | 13,147 | |||
Share-based compensation expense | 53,047 | 53,047 | |||
Unrealized loss on available-for-sale investments | 1,469 | 1,469 | |||
Translation gain (loss) | (11) | (11) | |||
Net (loss) income | 397,555 | 397,555 | |||
Ending balance (in shares) at Dec. 31, 2019 | 50,170,953 | ||||
Ending balance at Dec. 31, 2019 | 1,071,465 | $ 5 | 2,173,154 | 1,303 | (1,102,997) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 6,325,000 | ||||
Issuance of common stock, net | 301,820 | $ 1 | 301,819 | ||
Shares issued from stock plans, net of payroll taxes paid (in shares) | 2,115,257 | ||||
Shares issued from stock plans, net of payroll taxes paid | 52,601 | 52,601 | |||
Share-based compensation expense | 59,920 | 59,920 | |||
Unrealized loss on available-for-sale investments | (764) | (764) | |||
Translation gain (loss) | 161 | 161 | |||
Net (loss) income | $ (404,734) | (404,734) | |||
Ending balance (in shares) at Dec. 31, 2020 | 58,611,210 | 58,611,210 | |||
Ending balance at Dec. 31, 2020 | $ 1,080,469 | $ 6 | 2,587,494 | 700 | (1,507,731) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net (in shares) | 1,241,142 | ||||
Issuance of common stock, net | 98,438 | 98,438 | |||
Shares issued from stock plans, net of payroll taxes paid (in shares) | 1,711,770 | ||||
Shares issued from stock plans, net of payroll taxes paid | 41,370 | 41,370 | |||
Share-based compensation expense | 70,373 | 70,373 | |||
Unrealized loss on available-for-sale investments | (1,168) | (1,168) | |||
Translation gain (loss) | 188 | 188 | |||
Net (loss) income | $ (616,433) | (616,433) | |||
Ending balance (in shares) at Dec. 31, 2021 | 61,564,122 | 61,564,122 | |||
Ending balance at Dec. 31, 2021 | $ 673,237 | $ 6 | $ 2,797,675 | $ (280) | $ (2,124,164) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities: | |||
Net (loss) income | $ (616,433) | $ (404,734) | $ 397,555 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Acquired in-process research and development | 70,000 | 0 | 0 |
Depreciation and amortization | 3,872 | 3,858 | 3,233 |
Deferred income taxes | 0 | 0 | 110,333 |
Share-based compensation | 70,373 | 59,920 | 53,047 |
Gain from Longboard equity method investment | (13,869) | (12,955) | 0 |
Amortization of original issue discounts, net of premiums, on available- for-sale investments | 4,247 | 1,550 | (5,628) |
Other operating activities, net | 6,615 | 754 | 3,946 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,101 | 344 | 3,432 |
Prepaid expenses and other assets | 16,460 | (12,602) | (8,133) |
Accounts payable, accrued clinical and other current liabilities | 5,618 | 10,771 | 10,909 |
Net cash (used in) provided by operating activities - continuing operations | (452,016) | (353,094) | 568,694 |
Investing activities: | |||
Cash paid for acquired in-process research and development | (70,000) | 0 | 0 |
Purchases of available-for-sale investments | (612,218) | (1,033,665) | (1,469,220) |
Proceeds from sale and maturity of available-for-sale investments | 1,004,607 | 1,014,083 | 976,093 |
Purchases of property and equipment | (988) | (820) | (4,819) |
Other non-current assets | 0 | (1,000) | 0 |
Net cash provided by (used in) investing activities - continuing operations | 321,401 | (21,402) | (497,946) |
Net cash provided by investing activities - discontinued operations | 0 | 0 | 997 |
Net cash provided by (used in) investing activities | 321,401 | (21,402) | (496,949) |
Financing activities: | |||
Principal payments on lease financing obligations | (4,401) | (3,815) | (3,282) |
Proceeds from issuance of common stock under ATM facility, net | 98,438 | 0 | 0 |
Proceeds from issuance of common stock in public offering, net | 0 | 301,819 | 0 |
Proceeds from issuance of common stock from stock plans, net | 41,370 | 52,602 | 13,147 |
Net cash provided by financing activities | 135,407 | 350,606 | 9,865 |
Effect of exchange rate changes on cash | 236 | 160 | (10) |
Net increase in cash, cash equivalents and restricted cash | 5,028 | (23,730) | 81,600 |
Cash, cash equivalents and restricted cash at beginning of year | 219,770 | 243,500 | 161,900 |
Cash, cash equivalents and restricted cash at end of year | 224,798 | 219,770 | 243,500 |
Supplemental disclosure of cash flow information: | |||
Interest paid | $ 4,077 | $ 4,458 | $ 4,787 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | The Company and Summary of Significant Accounting Policies The Company Arena Pharmaceuticals, Inc., or Arena, was incorporated on April 14, 1997, and commenced operations in July 1997. The Company is a biopharmaceutical company focused on delivering novel, transformational medicines with optimized pharmacology and pharmacokinetics to patients globally. The Company’s internally developed pipeline includes multiple potentially first- or best-in-class assets with broad clinical utility. The Company’s most advanced investigational clinical programs include: etrasimod (APD334), being evaluated in a Phase 3 program for ulcerative colitis, or UC, a Phase 2b/3 program for Crohn’s disease, or CD, a Phase 2 program in alopecia areata, or AA, and a Phase 2b program for eosinophilic esophagitis, or EoE . The Company also plans to evaluate etrasimod in a Phase 3 program in atopic dermatitis, or AD. In addition, the Company is evaluating APD418, which is being developed for the treatment of acute heart failure, or AHF, in a Phase 2 trial. A second compound in its cardiovascular therapeutic area, temanogrel, is being evaluated in a Phase 2 trial in microvascular obstruction, or MVO, and a P hase 2 trial in Raynaud’s phenomenon secondary to systemic sclerosis, or SSc-RP. The Company is also evaluating possible strategic options for olorinab, a potential treatment for a broad range of visceral pain conditions associated with gastrointestinal diseases . The Company operates in one business segment. The Company’s principal executive offices are located in Park City, Utah, and its primary clinical operations are conducted in San Diego, California and Boston, Massachusetts; and in Zug, Switzerland by Arena Pharmaceuticals Development GmbH, or APD GmbH, the Company’s wholly-owned subsidiary. Pending Transaction with Pfizer On December 12, 2021, Arena entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pfizer Inc., a Delaware corporation (“Parent”), and Antioch Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into Arena (the “Merger”), with Arena surviving the Merger. At the effective time of the Merger (the “Effective Time”), each: (i) share of common stock of the Company, par value $0.0001 per share (each, a “Share”), issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by the Company as treasury stock, (B) Shares owned by Parent or Merger Sub and (C) any dissenting shares) will no longer be outstanding and will automatically be cancelled, retired and converted into the right to receive an amount in cash equal to $100.00, without interest thereon (the “Merger Consideration”); (ii) option to purchase Shares (each, a “Company Option”) granted by the Company under the Company’s 2021 Long-Term Incentive Plan or prior stock plans (collectively, the “Company Stock Plans”) that is outstanding as of immediately prior to the Effective Time, whether or not then vested, will be cancelled and immediately cease to be outstanding and converted into the right to receive an amount in cash equal to the product of (1) the excess, if any, of the Merger Consideration over the per-share exercise price of such Company Option, multiplied by (2) the number of Shares then subject to such Company Option; (iii) Company restricted stock unit, except as described in “(iv)” below, subject to vesting conditions based solely on continued employment or service to the Company or any of its subsidiaries granted by the Company under a Company Stock Plan that is unvested and outstanding as of immediately prior to the Effective Time will be cancelled and immediately cease to be outstanding and converted into the right to receive an amount in cash equal to the Merger Consideration; (iv) Company restricted stock unit that is granted after December 12, 2021 (each, a “2022 Company RSU”) that is unvested and outstanding as of immediately prior to the Effective Time will be substituted automatically with a Parent restricted stock unit with respect to that number of shares of Parent common stock (each, an “Adjusted RSU”) that is equal to the product of (1) the total number of Shares subject to the 2022 Company RSU immediately prior to the Effective Time multiplied by (2)(a) the Merger Consideration divided by (b) the average of the volume-weighted average sales price per share of common stock of Parent on the New York Stock Exchange for the consecutive period of 15 trading days ending on (and including) the trading day that is four trading days prior to the Effective Time, with any fractional shares rounded to the nearest whole share. Each Adjusted RSU will otherwise be subject to the same terms and conditions applicable to such 2022 Company RSU immediately prior to the Effective Time (including vesting terms, and subject to accelerated vesting in connection with certain qualifying terminations of employment following the Effective Time); and (v) Company restricted stock unit granted by the Company under a Company Stock Plan that is subject to performance-based vesting conditions (each, a “Company PRSU”) that is unvested and outstanding as of immediately prior to the Effective Time will be cancelled and immediately cease to be outstanding and converted into the right to receive an amount in cash equal to the Merger Consideration (with all the performance-based vesting conditions associated with such Company PRSU being deemed achieved at the greater of actual completed performance at the Effective Time or at target for any Company PRSU). Consummation of the Merger is subject to certain conditions, including, but not limited to, the: (i) Company’s receipt of the approval of the Company’s stockholders representing a majority of the outstanding Shares (the “Company Requisite Vote”), which was obtained on February 2, 2022; (ii) expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) and the receipt of certain additional clearances or approvals of certain other governmental bodies applicable to the Merger; and (iii) the absence of any law or order prohibiting or making illegal the consummation of the Merger. The Merger is targeted to close in the first half of 2022. Other than transaction expenses associated with the Merger Agreement of $7.3 million recorded in Transaction costs in the accompanying consolidated statements of operations for the year ended December 31, 2021, the terms of the Merger Agreement did not have a material impact on the Company’s consolidated financial statements. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP, and reflect all of the Company’s activities, including those of its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. To limit the spread of coronavirus disease 2019, or COVID-19, governments have taken various actions including the issuance of stay-at-home orders and social distancing guidelines, causing some businesses to suspend operations and or experience a reduction in demand for many products from direct or ultimate customers. Accordingly, businesses have adjusted, reduced or suspended operating activities. Beginning the week of March 16, 2020, substantially all of the Company’s workforce began working from home, either all or substantially all of the time. In addition, the Company has experienced delays in site initiation and participant enrollment and screening rates in certain of its clinical development programs as a result of the COVID-19 pandemic. The potential impact, if any, that these site-level delays could have on the Company’s development program timelines remains uncertain. The effects of the stay-at-home orders and the Company’s work-from-home policies may negatively impact productivity, disrupt its business and delay its development programs, and may delay the Company’s regulatory and commercialization timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on its ability to conduct its business in the ordinary course. The Company’s future research and development expenses and selling, general and administrative expenses may vary significantly if it experiences an increased impact from COVID-19 on the costs and timing associated with the conduct of its clinical trials and other related business activities. Liquidity As of December 31, 2021, the Company had cash, cash equivalents and available-for-sale investments of approximately $0.7 billion. The Company believes its cash, cash equivalents and available-for-sale investments will be sufficient to fund its operations for at least the next 12 months from the date these consolidated financial statements are issued. The Company will require substantial cash to achieve its objectives of discovering, developing and commercializing drugs, as this process typically takes many years and potentially hundreds of millions of dollars for an individual drug. The Company may not have adequate available cash, or assets that could be readily turned into cash, to meet these objectives in the long term. The Company will need to obtain significant funds under its existing collaborations and license agreements, under new collaboration, licensing or other commercial agreements for one or more of its drug candidates and programs or patent portfolios, or from other potential sources of liquidity, which may include the sale of equity, issuance of debt or other transactions. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements upon adoption. The following table provides a brief description of recently issued or adopted accounting standards: Standard Description Effective Date Effect on the Financial ASU 2016-13, Measurement of Credit Losses (Topic 326): Financial Statements – Credit Losses ASU 2016-13 revised the measurement of credit losses for financial assets measured at amortized cost from an incurred loss to an expected loss methodology. January 1, 2020 The Company adopted ASU 2016-13 on January 1, 2020 which did not have a material impact on its consolidated financial statements. ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 modifies ASC 740, Income Taxes to simplify the accounting for income taxes in various areas. January 1, 2021 The Company adopted ASU 2019-12 on January 1, 2021 which did not have a material impact on its consolidated financial statements. ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) ASU 2020-01 clarifies the interactions between Topic 321 (equity securities), Topic 323 (equity method and joint ventures) and Topic 815 (derivatives and hedge accounting). The ASU addresses the accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. January 1, 2021 The Company adopted ASU 2020-01 on January 1, 2021 which did not have a material impact on its consolidated financial statements. ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Cost ASU 2020-08 clarifies an entity should, for each reporting period, reevaluate the amortization period for a premium paid on an individual callable debt security that has multiple call dates. January 1, 2021 The Company adopted ASU 2020-08 on January 1, 2021 which did not have a material impact on its consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts (including assets, liabilities, revenues and expenses) and related disclosures. The amounts reported could differ under different estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of three months or less when purchased. The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flows, in thousands: December 31, December 31, Cash and cash equivalents $ 224,572 $ 219,544 Restricted cash included in other non-current assets 226 226 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 224,798 $ 219,770 The restricted cash relates to the Company’s property leases. The restriction will lapse when the related leases expire. Available-for-Sale Investments The Company defines investments as income-yielding securities that can be readily converted to cash and classifies such investments as available-for-sale. The Company carries these securities at fair value and reports unrealized gains and losses as a separate component of accumulated other comprehensive income or loss. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. Realized gains and losses and declines in securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on available-for-sale securities are included in interest income. Concentrations of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and available-for-sale investments. The Company limits its exposure to credit loss by holding cash primarily in US dollars or placing its cash and investments in US government, agency or government-sponsored enterprise obligations and in corporate debt instruments that are rated investment grade, in accordance with an investment policy approved by its Board of Directors. The Company’s customers are typically other biopharmaceutical companies to which it licenses its intellectual property, or sells research and development services or other services under license or collaboration agreements. For the year ended December 31, 2021 and 2020, the Company recognized an immaterial amount of revenue. For the year ended December 31, 2019, more than 99% of the Company’s annual revenue was from United Therapeutics. The Company monitors its customers’ financial credit worthiness in order to assess and respond to any changes in their credit profile. During the years ended December 31, 2021, 2020, and 2019, the Company did not record any write-offs or reserves against accounts receivable . Equity Method Investment Investments and ownership interests are accounted for under equity method accounting if the Company has the ability to exercise significant influence but does not have a controlling financial interest. The Company records its interest in the net earnings of its equity method investees within other income or loss in the consolidated statements of operations. The Company records its interest in the net earnings of its equity method investments based on the most recently available financial statements of the investees. The carrying amount of the investment in equity interests is adjusted to reflect the Company's interest in net earnings, dividends received and impairments. The Company reviews for impairment whenever factors indicate that the carrying amount of the investment might not be recoverable. In such a case, the decrease in value is recognized in the period the impairment occurs in the consolidated statements of operations. Property and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets (generally) 3 to 15 years using the straight-line method. Buildings are stated at cost and depreciated over an estimated useful life of approximately 20 years using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term using the straight-line method. Capital improvements are stated at cost and amortized over the estimated useful lives of the underlying assets using the straight-line method. Long-lived Assets If indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted cash flows. If impairment is indicated, the Company measures the impairment loss by comparing the fair value to the carrying value of the asset. Foreign Currency The functional currency of the Company’s wholly owned subsidiary in Switzerland, APD GmbH, is the Swiss franc. Accordingly, all assets and liabilities of this subsidiary are translated to US dollars based on the applicable exchange rate on the balance sheet date. Revenue and expense components are translated to US dollars at weighted-average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are reported as a separate component of accumulated other comprehensive income or loss in the equity section of the Company’s consolidated balance sheets. Foreign currency transaction gains and losses are primarily the result of remeasuring US dollar-denominated receivables and payables of the Company’s foreign subsidiaries. Share-based Compensation The Company’s share-based awards are measured at fair value and recognized over the requisite service or performance period. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model, based on the market price of the underlying common stock, expected term, expected stock price volatility and expected risk-free interest rate. Expected volatility is computed using historical volatility for a period equal to the expected term. The expected term of options is determined based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards, vesting schedules and post-vesting terminations. The risk-free interest rates are based on the US Treasury yield curve, with a remaining term approximately equal to the expected term used in the option pricing model. The Company accounts for forfeitures in the period they occur. The fair value of each restricted stock unit award is estimated based on the market price of the underlying common stock on the date of the grant. The fair value of restricted stock unit awards that include market-based performance conditions is estimated on the date of grant using a Monte Carlo simulation model, based on the market price of the underlying common stock, expected performance measurement period, expected stock price volatility and expected risk-free interest rate. Revenue Recognition The Company’s revenues to date have been generated primarily through collaboration and license agreements. The Company’s collaboration and license agreements frequently contain multiple types of promised goods or services including (i) intellectual property licenses, (ii) product research, development and regulatory services and (iii) product manufacturing. Consideration received under these arrangements may include upfront payments, research and development funding, cost reimbursements, milestone payments, payments for product sales and royalty payments. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services and excludes sales incentives and amounts collected on behalf of third parties. The Company analyzes the nature of these performance obligations in the context of individual collaboration and license agreements in order to assess the distinct performance obligations. The Company applies the following five steps to recognize revenue: i) Identify the contract with a customer . The Company considers the terms and conditions of its collaboration and license agreements to identify contracts within the scope of ASC 606. The Company considers that it has a contract with a customer when the contract is approved, it can identify each party's rights regarding the goods and services to be transferred, it can identify the payment terms for the goods and services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company uses judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. ii) Identify the performance obligations in the contract. Performance obligations in the Company’s collaboration and license agreements are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s performance obligations generally consist of intellectual property licenses, research, development and/or regulatory services and manufacturing and supply commitments. iii) Determine the transaction price. The Company determines the transaction price based on the consideration to which it expects to be entitled in exchange for transferring goods and services to the customer. In determining the transaction price, any variable consideration would be considered, to the extent applicable, if, in its judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In accordance with the royalty exception under ASC 606 for licenses of intellectual property, the transaction price excludes future royalty payments to be received from the Company’s customers. None of the Company’s collaboration and license agreements contain consideration payable to its customer or a significant financing component. iv) Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. v) Recognize revenue when or as performance obligation are satisfied. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised goods or services to a customer. The Company recognizes revenue when it transfers control of the goods or services to its customers for an amount that reflects the consideration that it expects to receive in exchange for those services. Performance Obligations The following is a description of principal goods and services from which the Company generates revenue. Intellectual property licenses The Company generates revenue from licensing its intellectual property including know-how and development and commercialization rights. These licenses provide customers with a term-based license to further research, develop and commercialize its internally discovered drug candidates. The consideration the Company receives in the form of nonrefundable upfront consideration related to the functional intellectual property licenses is recognized when it transfers such license to the customer unless the license is combined with other goods or services into one performance obligation, in which case the revenue is recognized over a period of time based on the Company’s estimated pattern in which it satisfies the combined performance obligation. The Company’s licensing agreements are generally cancellable. Customers have the right to terminate their contracts upon notice. The Company has the right to terminate the contracts generally only if the customer is in breach of the contract and fails to remedy the breach in accordance with the contractual terms. Intellectual property sales The Company generates royalty revenue from sales of its intellectual property. The Company estimates the future royalty payments and recognizes revenue with a corresponding contract asset at a point in time when it transfers the intellectual property to the customer. The Company periodically reassesses its estimate of the future royalty payments and recognizes any estimate adjustments as revenue in the current period. Research, development and regulatory services The Company generates revenue from research, development and regulatory services it provides to its customers in connection with the licensed intellectual property. The services the Company provides to its customers primarily includes scientific research activities, preparation for and management of clinical trials, and assistance during the regulatory approval application process. Revenue associated with these services is recognized based on its estimate of total consideration to be received for such services and the pattern in which it performs the services. The pattern of performance is generally determined to be the amount of incurred expenses reimbursed by the customer as a percentage of total expected reimbursable expenses associated with the contract. Contracts with Multiple Performance Obligations Most of the Company’s collaboration and license agreements with customers contain multiple promised goods or services. Based on the characteristics of the promised goods and services the Company analyzes whether they are separate or combined performance obligations. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price based on its overall pricing and discounting objectives, taking into consideration the type of services, estimates of hourly market rates, and stage of the research, development or clinical trials. Variable Consideration The Company’s contracts with customers primarily include two types of variable consideration: (i) development and regulatory milestone payments, which are due to the Company upon achievement of specific development and regulatory milestones and (ii) one-time sales-based payments and sales-based royalties associated with sold or licensed intellectual property. Due to uncertainty associated with achievement of the development and regulatory milestones, the related milestone payments are excluded from the contract consideration and the corresponding revenue is not recognized until the Company concludes it is probable that reversal of such milestone revenue will not occur. Product sales-based royalties under licensed intellectual property and one-time payments are accounted for under the royalty exception. The Company recognizes revenue for sales-based royalties under licensed intellectual property and one-time payments at the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Disaggregation of Revenue The Company operates in one reportable business segment. The Company provides goods and services to its customers in collaboration and license agreements pursuant to various geographical markets. Cost to Obtain and Fulfill a Contract The Company generally does not incur costs to obtain new contracts. Costs to fulfill contracts are expensed as incurred. Remaining Performance Obligations The Company continues to be eligible to receive consideration in the form of milestones and royalties. Under the royalty exception in ASC 606 for licensed intellectual property, the Company does not recognize any revenue for the variable amounts related to sales-based royalties and milestones until the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Accordingly, the revenue related to future sales-based royalties and milestones are excluded from the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied . Research and Development Expenses Research and development expenses, which consist primarily of salaries and other personnel costs, clinical trial costs and preclinical study fees, manufacturing costs for non-commercial products, and the development of earlier-stage programs and technologies, are expensed as incurred when these expenditures have no alternative future use. The Company accrues clinical trial expenses based on work performed. In determining the amount to accrue, the Company relies on estimates of total costs incurred based on enrollment, the completion of trials and other events. The Company follows this method because it believes reasonably dependable estimates of the costs applicable to various stages of a clinical trial can be made. However, the actual costs and timing of clinical trials are uncertain, subject to risks and may change depending on a number of factors. Differences between the actual clinical trial costs and the estimated clinical trial costs that the Company has accrued in any prior period are recognized in the subsequent period in which the actual costs become known. Historically, these differences have not been material; however, material differences could occur in the future. Payments made to reimburse collaborators for the Company’s share of their research and development activities are recorded as research and development expenses, and are recognized as the work is performed. Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company reports components of comprehensive income or loss in the period in which they are recognized. For the years ended December 31, 2021, 2020 and 2019, comprehensive income (loss) consisted of net income (loss), foreign currency translation gains and losses, and unrealized gains and losses related to available-for-sale investments. (Loss) Income Per Share The Company calculates basic and diluted loss per share using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, employee stock purchase plan rights, restricted stock units, and performance-based restricted stock units are considered to be common stock equivalents but are not included in the calculations of diluted net loss per share for periods of losses as their effect would be anti-dilutive. Since the Company reported a net loss for the years ended December 31, 2021, and 2020, in addition to excluding potentially dilutive out-of-the money securities, the Company excluded from its calculation of loss per share all potentially dilutive (i) in-the-money stock options, (ii) RSUs, (iii) PRSUs and (iv) shares to be purchased under the employee stock purchase plan. The diluted net loss per share is the same as basic net loss per share for periods a net loss was reported. Diluted weighted average shares excluded potential common shares related to outstanding stock options, non-vested restricted stock units and shares to be purchased under the employee stock purchase plan totaling 4.2 million, 5.2 million, and 4.0 million for the years 2021, 2020, and 2019, respec |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | Fair Value Disclosures The Company’s investments include cash equivalents and available-for-sale investment securities consisting of money market funds, US treasury notes, and high quality, marketable debt instruments of corporations and government sponsored enterprises in accordance with the Company’s investment policy. The Company’s investment policy defines allowable investment securities and establishes guidelines relating to credit quality, diversification, and maturities of its investments to preserve principal and maintain liquidity. The Company measures its financial assets and liabilities at fair value, which is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level valuation hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial assets and liabilities: Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets or inputs that are observable for the asset or liability, either directly or indirectly. Level 3 – Significant unobservable inputs based on the Company’s assumptions. The following tables present the Company’s valuation hierarchy for its financial assets that are measured at fair value on a recurring basis, in thousands: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds (1) $ 170,171 $ — $ — $ 170,171 US government and government agency notes (2) 195,184 — — 195,184 Corporate debt securities (2) — 176,808 — 176,808 Commercial paper (2) — 114,701 — 114,701 $ 365,355 $ 291,509 $ — $ 656,864 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds (1) $ 64,361 $ — $ — $ 64,361 US government and government agency notes (2) 621,400 — — 621,400 Corporate debt securities (2) — 162,906 — 162,906 Commercial paper (3) — 131,525 — 131,525 $ 685,761 $ 294,431 $ — $ 980,192 ______________________ (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. (2) Included in available-for-sale investments in the accompanying consolidated balance sheets. (3) Included in either cash and cash equivalents or available-for-sale investments in the accompanying consolidated balance sheets. The Company obtains the fair value of its Level 2 financial instruments from third-party pricing services. The pricing services utilize industry standard valuation models whereby all significant inputs, including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, bids, offers, or other market-related data, are observable. The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and matrices and obtaining market values from other pricing sources. The Company did not adjust or override any fair value measurements provided by these pricing services as of December 31, 2021 and 2020, respectively. The Company has not transferred any investment securities between the classification levels. |
Investments, Available-for-Sale
Investments, Available-for-Sale | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments, Available-for-Sale | Investments, Available-for-Sale Investments, available-for-sale, consisted of the following, in thousands: December 31, 2021 Maturity in years Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value US government and government agency notes Less than 1 $ 89,011 $ — $ (37) $ 88,974 Corporate debt securities Less than 1 122,408 — (186) 122,222 Commercial paper Less than 1 114,733 — (32) 114,701 Short-term investments, available-for-sale $ 326,152 $ — $ (255) $ 325,897 US government and government agency notes 1 - 5 $ 106,501 $ — $ (291) $ 106,210 Corporate debt securities 1 - 5 54,751 — (165) 54,586 Investments, available-for-sale $ 161,252 $ — $ (456) $ 160,796 December 31, 2020 Maturity in years Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value US government and government agency notes Less than 1 $ 621,281 $ 178 $ (59) $ 621,400 Corporate debt securities Less than 1 160,244 362 (38) 160,568 Commercial paper Less than 1 102,513 22 (6) 102,529 Short-term investments, available-for-sale $ 884,038 $ 562 $ (103) $ 884,497 |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Land, property and equipment, net consisted of the following, in thousands: December 31, 2021 2020 Land $ 4,950 $ 4,950 Building and capital improvements 45,211 45,246 Leasehold improvements 20,116 19,464 Machinery and equipment 70 158 Computers and software 2,979 2,943 Furniture and office equipment 2,026 1,992 75,352 74,753 Less accumulated depreciation and amortization (56,227) (52,663) Land, property and equipment, net $ 19,125 $ 22,090 As of December 31, 2021, the majority of the Company’s long-lived assets were located in the United States. Accounts payable and other accrued liabilities consisted of the following, in thousands: December 31, 2021 2020 Accounts payable $ 13,304 $ 12,004 Accrued compensation 8,162 18,846 Other accrued liabilities 10,669 4,501 Total accounts payable and other accrued liabilities $ 32,135 $ 35,351 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases San Diego, California The Company has three properties in San Diego, California, under sale and leaseback agreements. The terms of these leases contain a purchase option and stipulate annual increases in monthly lease payments of 2.5%. The Company accounts for its sale and leaseback transactions using the financing method. Under the financing method, the book value of the properties and related accumulated depreciation remain on the Company’s balance sheet and no sale is recognized. The sales price of the properties is recorded as a financing obligation, and a portion of each lease payment is recorded as interest expense. For the years ended December 31, 2021, 2020, and 2019, the Company recorded interest expense of $4.1 million, $4.5 million, and $4.8 million respectively, related to these leases. The Company expects interest expense related to its facilities to total $12.6 million from December 31, 2021, through the remaining terms of the leases in fiscal year 2027. At December 31, 2021, the total financing obligation associated with these sale and leaseback agreements was $41.2 million. The aggregate residual value of the facilities at the end of the lease terms is $5.0 million. The Company leases an additional property in San Diego, California under an operating lease, which expires in May 2027, contains a purchase option and stipulates annual increases in monthly lease payments of 2.5%. Upon adoption of ASC 842, the Company recorded an operating lease liability of $6.3 million based on the present value of the remaining minimum lease payments under the terms of its existing operating lease with a corresponding right-of-use asset of $5.9 million. As this lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the effective date of adoption in determining the present value of the remaining minimum lease payments. The weighted-average discount rate used was 7.25%. Boston, Massachusetts In the third quarter of 2019, the Company entered into a lease agreement for approximately 12,755 square feet of office space in Boston, Massachusetts with a lease inception date of September 1, 2019. This lease is classified as an operating lease and expires in December 2026. The lease stipulates annual increases in monthly lease payments of 2.0%. At the lease inception date, the Company recorded an operating lease liability of $5.2 million based on the present value of the remaining minimum lease payments under the terms of this lease with a corresponding right-of-use asset of $5.2 million. As this lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the effective date of adoption in determining the present value of remaining minimum lease payments. The weighted-average discount rate used was 7.25%. Zug, Switzerland In the second quarter of 2019, the Company entered into a lease in Zug, Switzerland, for approximately 10,500 square feet of office space with a lease inception date of June 1, 2019. This lease expires in May 2024. At the lease inception, the Company recorded an operating lease liability of $1.4 million based on the present value of the remaining minimum lease payments under the terms of this operating lease with a corresponding right-of-use asset of $1.5 million. As this lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available as of the lease inception in determining the present value of remaining minimum lease payments. The weighted-average discount rate used was 7.25%. In the third quarter of 2019, the Company entered into an addendum to this lease for approximately 4,050 square feet of additional office space in the same location with the same landlord and a lease inception date of January 1, 2020. As of December 31, 2021, the balance of the right-of-use assets associated with the leases described above was $9.1 million and is included in other non-current assets included in accounts payable and other accrued liabilities and the non-current portion of the lease liabilities of $8.3 million is included in other long-term liabilities The weighted-average remaining lease term for all operating leases as of December 31, 2021 was 4.8 years. At December 31, 2021, the future lease payments under the Company’s existing financing and non-cancellable operating leases were as follows, in thousands: Year ending December 31, Financing Obligations Operating Leases 2022 $ 7,960 $ 2,416 2023 8,889 2,620 2024 9,111 2,295 2025 9,339 2,077 2026 9,572 2,124 Thereafter 4,029 466 Total minimum lease payments 48,900 $ 11,998 Less amounts representing interest (12,639) Add amounts representing residual value 4,950 Lease financing obligations 41,211 Less current portion (5,052) $ 36,159 The Company has other leases primarily for office space that it enters into from time to time. These leases have terms of 12 months or less from lease commencement date and are considered short-term leases and not recorded on the consolidated balance sheets; however, the lease expenditures recognized are captured and reported as incurred. Subleases In 2016 and 2018, the Company entered into agreements to sublease several of its California properties. All the Company’s subleases expire in May 2027. The terms of the subleases stipulate annual increases in monthly rental payments. The Company recognized rent income from its subleases of $3.0 million for each of the years ended December 31, 2021, 2020 and 2019. The Company recognizes rent income on a straight-line basis over the term of the subleases. Expected minimum rental payments to be received under the sublease are as follows, in thousands: Year ending December 31, 2022 $ 3,487 2023 3,794 2024 3,896 2025 4,000 2026 4,106 Thereafter 1,734 Total $ 21,017 |
Leases | Leases San Diego, California The Company has three properties in San Diego, California, under sale and leaseback agreements. The terms of these leases contain a purchase option and stipulate annual increases in monthly lease payments of 2.5%. The Company accounts for its sale and leaseback transactions using the financing method. Under the financing method, the book value of the properties and related accumulated depreciation remain on the Company’s balance sheet and no sale is recognized. The sales price of the properties is recorded as a financing obligation, and a portion of each lease payment is recorded as interest expense. For the years ended December 31, 2021, 2020, and 2019, the Company recorded interest expense of $4.1 million, $4.5 million, and $4.8 million respectively, related to these leases. The Company expects interest expense related to its facilities to total $12.6 million from December 31, 2021, through the remaining terms of the leases in fiscal year 2027. At December 31, 2021, the total financing obligation associated with these sale and leaseback agreements was $41.2 million. The aggregate residual value of the facilities at the end of the lease terms is $5.0 million. The Company leases an additional property in San Diego, California under an operating lease, which expires in May 2027, contains a purchase option and stipulates annual increases in monthly lease payments of 2.5%. Upon adoption of ASC 842, the Company recorded an operating lease liability of $6.3 million based on the present value of the remaining minimum lease payments under the terms of its existing operating lease with a corresponding right-of-use asset of $5.9 million. As this lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the effective date of adoption in determining the present value of the remaining minimum lease payments. The weighted-average discount rate used was 7.25%. Boston, Massachusetts In the third quarter of 2019, the Company entered into a lease agreement for approximately 12,755 square feet of office space in Boston, Massachusetts with a lease inception date of September 1, 2019. This lease is classified as an operating lease and expires in December 2026. The lease stipulates annual increases in monthly lease payments of 2.0%. At the lease inception date, the Company recorded an operating lease liability of $5.2 million based on the present value of the remaining minimum lease payments under the terms of this lease with a corresponding right-of-use asset of $5.2 million. As this lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at the effective date of adoption in determining the present value of remaining minimum lease payments. The weighted-average discount rate used was 7.25%. Zug, Switzerland In the second quarter of 2019, the Company entered into a lease in Zug, Switzerland, for approximately 10,500 square feet of office space with a lease inception date of June 1, 2019. This lease expires in May 2024. At the lease inception, the Company recorded an operating lease liability of $1.4 million based on the present value of the remaining minimum lease payments under the terms of this operating lease with a corresponding right-of-use asset of $1.5 million. As this lease did not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available as of the lease inception in determining the present value of remaining minimum lease payments. The weighted-average discount rate used was 7.25%. In the third quarter of 2019, the Company entered into an addendum to this lease for approximately 4,050 square feet of additional office space in the same location with the same landlord and a lease inception date of January 1, 2020. As of December 31, 2021, the balance of the right-of-use assets associated with the leases described above was $9.1 million and is included in other non-current assets included in accounts payable and other accrued liabilities and the non-current portion of the lease liabilities of $8.3 million is included in other long-term liabilities The weighted-average remaining lease term for all operating leases as of December 31, 2021 was 4.8 years. At December 31, 2021, the future lease payments under the Company’s existing financing and non-cancellable operating leases were as follows, in thousands: Year ending December 31, Financing Obligations Operating Leases 2022 $ 7,960 $ 2,416 2023 8,889 2,620 2024 9,111 2,295 2025 9,339 2,077 2026 9,572 2,124 Thereafter 4,029 466 Total minimum lease payments 48,900 $ 11,998 Less amounts representing interest (12,639) Add amounts representing residual value 4,950 Lease financing obligations 41,211 Less current portion (5,052) $ 36,159 The Company has other leases primarily for office space that it enters into from time to time. These leases have terms of 12 months or less from lease commencement date and are considered short-term leases and not recorded on the consolidated balance sheets; however, the lease expenditures recognized are captured and reported as incurred. Subleases In 2016 and 2018, the Company entered into agreements to sublease several of its California properties. All the Company’s subleases expire in May 2027. The terms of the subleases stipulate annual increases in monthly rental payments. The Company recognized rent income from its subleases of $3.0 million for each of the years ended December 31, 2021, 2020 and 2019. The Company recognizes rent income on a straight-line basis over the term of the subleases. Expected minimum rental payments to be received under the sublease are as follows, in thousands: Year ending December 31, 2022 $ 3,487 2023 3,794 2024 3,896 2025 4,000 2026 4,106 Thereafter 1,734 Total $ 21,017 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method InvestmentIn October 2020, the Company announced the launch and $56.0 million Series A financing of Longboard Pharmaceuticals, Inc., or Longboard (formerly known as Arena Neuroscience, Inc.), which was expected to focus on developing novel central nervous system, or CNS, targeted assets discovered by the Company’s G-protein-coupled receptor, or GPCR, research engine. Longboard was previously a wholly owned subsidiary of Arena. As of the completion of Longboard’s Series A financing in October 2020, the Company’s ownership in Longboard comprised approximately 33.4% of the outstanding shares of capital stock of Longboard. The Company has licensed certain development and worldwide commercialization rights to Longboard and is entitled to receive royalties on potential sales of LP352, LP143 and LP659, in the future. In October 2020, the Company also entered into a separate services agreement with Longboard, pursuant to which it agreed to perform certain research and development services, general and administrative services, management services and other mutually agreed services for Longboard and receive service fees. The Company’s investment is accounted for as an equity method investment, and the investee, Longboard, is considered a related party. In March 2021, Longboard completed an initial public offering (“IPO”) and the Company’s ownership was diluted to 23.5%. The Company recorded a gain of approximately $13.9 million during the three months ended March 31, 2021 as a result of the offering to account for the related ownership dilution of its equity method investment. The gain was determined based upon the Company’s proportionate share of the increase in the net assets of Longboard from the offering. The carrying value and ownership percentage of the Company’s equity method investment is as follows, in thousands, except ownership percentages: December 31, 2021 December 31, 2020 Balance Sheet Location Carrying Value Ownership % Carrying Value Ownership % Longboard Other non-current assets $ 19,619 23.1 % $ 12,331 33.4 % Equity method investment activity included in the Company’s consolidated statements of operations is as follows, in thousands: Income Statement Location Year Ended Year Ended Equity in losses from Longboard Other (expense) income, net $ (6,581) $ (664) Gain from Longboard IPO Gain from Longboard equity method investment 13,869 — Gain from deconsolidation Gain from Longboard equity method investment — 12,955 Accounts receivable due from Longboard related to the service agreement was approximatel y $0.3 million as of December 31, 2021 and is classified in “Prepaid expenses and other current assets” in the consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In February 2020, the Company entered into a sales agreement with Credit Suisse Securities (USA) LLC, SVB Leerink LLC and Cantor Fitzgerald & Co., pursuant to which it may sell and issue shares of its common stock having an aggregate offering price of up to $250.0 million from time to time in transactions that are deemed to be “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, or Securities Act. During the first quarter of 2021, the Company sold 1.2 million shares of common stock under the sales agreement at a weighted average price of $81.06 per share and realized gross proceeds of $100.6 million. In June 2020, the Company completed the sale of an aggregate of 6,325,000 shares of common stock in an underwritten public offering. Net proceeds from the offering were approximately $301.8 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. Equity Compensation Plans In June 2021 , the Company’s stockholders approved the 2021 Long-Term Incentive Plan, or 2021 LTIP. Upon such approval, the Company’s Amended and Restated 2020 Long-Term Incentive Plan, or 2020 LTIP, was terminated. Notwithstanding such termination or the previous termination of its 2017 Long-Term Incentive Plan, 2013 Long-Term Incentive Plan, 2012 Long-Term Incentive Plan, 2009 Long-Term Incentive Plan, and 2006 Long-Term Incentive Plan, as amended, or, together with the 2020 LTIP, the Prior Plans, all outstanding awards under the Prior Plans continue to be governed under the terms of the Prior Plans. Since the Company’s stockholders approved the 2021 LTIP, the Compensation Committee of the Company’s Board of Directors has from time to time amended the 2021 LTIP to incorporate into the 2021 LTIP inducement equity awards granted to new employees of the Company or its subsidiary APD GmbH. The number of shares of common stock authorized for issuance under the 2021 LTIP may be increased by the number of shares subject to any stock awards under the Prior Plans that are forfeited, expire or otherwise terminate without the issuance of such shares and would otherwise be returned to the share reserve under the Prior Plans but for their termination and as otherwise provided in the 2021 LTIP. The aggregate number of shares of the Company’s common stock that initially could be issued pursuant to stock awards granted under the 2021 LTIP is 1,466,561 shares. Shares issued after the effective date of the 2021 LTIP pursuant to awards granted under the 2021 LTIP or any of the Company’s Prior Plans reduce the number of shares available for issuance under the 2021 LTIP by 1 share for every share issued. Shares under the 2021 LTIP may be granted as incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance awards. Performance awards may be based on the achievement of operational, financial, research and development, collaboration and license arrangements and other performance metrics provided under the 2021 LTIP, such as total stockholder return, revenue, research, development and regulatory achievements and strategic and operational initiatives. A total of 12,862,657 shares of the Company’s common stock were reserved for future issuance at December 31, 2021, pursuant to the 2021 LTIP and the Company’s Prior Plans, or collectively, its Equity Compensation Plans. Share-Based Compensation Expense The Company recognized share-based compensation expense by function as follows, in thousands: Years Ended December 31, 2021 2020 2019 Selling, general and administrative $ 36,884 $ 33,919 $ 25,686 Research and development 33,489 26,001 27,361 Total share-based compensation expense $ 70,373 $ 59,920 $ 53,047 The Company recognized share-based compensation expense by grant type as follows, in thousands: Years Ended December 31, 2021 2020 2019 Stock options $ 46,946 $ 54,710 $ 36,393 Performance-based restricted stock units 12,752 1,804 15,351 Restricted stock units 9,664 2,716 1,213 Employee stock purchase plan 1,011 690 90 Total share-based compensation expense $ 70,373 $ 59,920 $ 53,047 Stock Options Stock options granted under the 2021 LTIP generally vest over four years with 25% of the shares subject to each option vesting on the first anniversary of the grant date and the remainder of the shares vesting monthly over the following three years in equal installments and, to the extent vested, are exercisable for up to seven years from the date of grant. The fair value of each option issued to employees was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Years Ended December 31, 2021 2020 2019 Expected volatility 53 % 57 % 64 % Expected term (in years) 4.27 4.51 4.47 Risk-free interest rate 0.6 % 0.7 % 2.3 % Expected dividend yield 0.0 % 0.0 % 0.0 % The following table summarizes the stock option activity under the Company’s stock option plans during the year ended December 31, 2021 (in thousands, except per share amounts and years): Options Weighted- Weighted- Intrinsic Value (1) Outstanding at January 1, 2021 8,699 $ 40.33 Granted 1,808 73.27 Exercised (1,402) 32.44 Forfeited/cancelled/expired (1,104) 53.72 Outstanding at December 31, 2021 8,001 $ 47.31 4.27 $ 365,079 Exercisable at December 31, 2021 4,576 $ 38.10 3.34 $ 250,968 ______________________ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2021. The aggregate intrinsic value of options exercised during the year ended December 31, 2021 was $55.6 million. As of December 31, 2021, there was approximately $81.1 million of unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.5 years. Restricted Stock Units The recipient of a restricted stock award has all rights of a stockholder at the date of grant, subject to certain restrictions on transferability and a risk of forfeiture. Restricted stock unit awards generally vest over one Restricted stock awards, restricted stock unit awards and performance awards are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. The following table summarizes the Company’s RSU activity during the year ended December 31, 2021, in thousands (except grant date fair value data): Number of Shares Weighted- Average Grant Date Fair Value Non-vested at December 31, 2020 243 $ 54.00 Granted 696 72.66 Released (77) 53.43 Forfeited/cancelled (144) 68.29 Non-vested at December 31, 2021 718 $ 69.29 As of December 31, 2021, there was approximately $41.5 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a remaining weighted-average period of 3.1 years. Performance-Based Restricted Stock Units In 2021, a total of 216,772 target Performance-Based Restricted Stock Units, or PRSUs, were granted to employees in a company-wide grant. The PRSUs vest upon the closing price of the Company’s common stock, or the Closing Price, reaching certain price thresholds during the three-year performance period ending February 2024, or the Performance Period, and the participant’s subsequent satisfaction of a continuing service requirement of generally 90 calendar days. If, on five consecutive trading days or ten non-consecutive trading days during the Performance Period, the Closing Price equals or exceeds $120.00, $130.00 or $145.00, and the participant thereafter satisfies the continuing service requirement, then the PRSUs are deemed vested at 50%, 100% or 200%, respectively, of the participant’s respective target PRSU amount. The shares may be issued following achievement of each price threshold, and the maximum number of common shares that may be issued pursuant to each PRSU grant equals 200% of the target number of PRSUs granted. As these awards contain a market condition, the Company used a Monte Carlo simulation model to estimate the grant-date fair value, which totaled $22.0 million. The grant-date fair value is recognized as compensation expense over the requisite service period of approximately 1.2 years which was derived from the Monte Carlo simulation; no compensation expense is recognized for service not provided upon separation from the Company. There is no adjustment of compensation expense recognized for service performed regardless of the number of PRSUs, if any, that ultimately vest. Performance awards are share awards that, upon vesting, will deliver to the holder shares of the Company’s common stock. The following table summarizes the Company’s PRSU activity during the year ended December 31, 2021, in thousands (except grant date fair value data): Number of Shares Weighted- Non-vested at January 1, 2021 273 $ 27.97 Granted (1) 434 50.82 Released (273) 27.97 Forfeited/cancelled (67) 52.77 Non-vested at December 31, 2021 367 $ 50.46 _____________________ (1) Pursuant to the terms of the awards granted, the actual number of awards earned could range between 0% and 200% of the above number of awards granted. The amount disclosed represents PRSU grants at maximum payout. As of December 31, 2021, there was approximately $5.8 million of unrecognized compensation expense related to unvested PRSUs. Employee Stock Purchase Plan In June 2019, the Company’s stockholders approved the 2019 Employee Stock Purchase Plan, or 2019 ESPP. Under the 2019 ESPP, substantially all employees can elect to have up to 15% of their annual compensation withheld to purchase up to 2,000 shares of common stock per purchase period, subject to certain limitations. The shares of common stock can be purchased over an offering period with a maximum duration of 12 months and at a price of not less than 85% of the lesser of the fair market value of the common stock on (i) the first trading day of the applicable offering period or (ii) the last trading day of the applicable six-month purchase period. Under applicable accounting guidance, the 2019 ESPP is considered a compensatory plan. During the year ended December 31, 2021 and 2020, a total of 52,180 and 64,456 shares, respectively, were purchased by the Company’s employees under the 2019 ESPP. There were no ESPP purchases in 2019. |
Collaborations and License Agre
Collaborations and License Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Collaborations and License Agreements | Collaborations and License AgreementsThe Company has collaborations or license agreements with the following companies: United Therapeutics Corporation, or United Therapeutics, Everest Medicines Limited, Eisai Co., Ltd. and Eisai Inc., or collectively, Eisai, Boehringer Ingelheim International GmbH, or Boehringer Ingelheim, Beacon Discovery, Inc., or Beacon Discovery, and Aristea Therapeutics, Inc., or Aristea. In the following table, revenue is disaggregated by major customers and timing of revenue recognition, in thousands: Year Ended December 31, Customers 2021 2020 Eisai $ — $ 262 Other 54 57 Total $ 54 $ 319 Year Ended December 31, Timing of revenue recognition 2021 2020 Revenue recognized over time $ — $ 262 Revenue recognized at a point in time 54 57 Total $ 54 $ 319 Aristea Therapeutics, Inc. In July 2021, the Company entered into a strategic collaboration and option agreement to advance the clinical development of RIST4721, an oral CXCR2 antagonist being developed by Aristea Therapeutics, Inc. (“Aristea”) for the treatment of palmoplantar pustulosis (“PPP”) and other neutrophil-mediated diseases. Under the terms of the agreement, the Company paid $60.0 million upfront to Aristea and invested $10.0 million in Aristea’s Series B preferred stock, both of which were paid in July 2021. In return, Aristea granted the Company an exclusive option to acquire Aristea, including rights to all CXCR2 programs, upon completion of the Phase 2b study of RIST4721 in PPP. The agreement also provided a framework during the option period for the companies to jointly explore the development of additional neutrophil-mediated diseases, including hidradenitis suppurativa and inflammatory bowel disease. The Company accounted for the transaction as an asset acquisition and expensed the total $70.0 million payment to Aristea as acquired in-process research and development in the consolidated statement of operations during the year ended December 31, 2021, because: i) the Company is not the primary beneficiary and does not have a controlling financial interest in Aristea, ii) Aristea does not meet the definition of a business from an accounting perspective, and iii) the asset has no alternative future use. United Therapeutics Corporation In November 2018, the Company entered into an exclusive license agreement with United Therapeutics. Under this agreement, the Company granted United Therapeutics an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize ralinepag in any formulation. This transaction was completed in January 2019. United Therapeutics is responsible for all development, manufacturing and commercialization of the licensed products globally. In connection with this transaction, the Company incurred transaction fees of approximately $17.0 million, of which $14.6 million was incurred in 2019 and is presented as transaction costs in the accompanying consolidated statements of operations. The Company received an upfront payment of $800.0 million under the agreement in the first quarter of 2019. The Company is also eligible to receive up to an aggregate of $400.0 million in regulatory milestone payments related to ralinepag, consisting of a payment of $150.0 million upon first marketing approval of an oral formulation of ralinepag in a major non-US market, and a payment of $250.0 million upon US marketing approval of an inhaled formulation of ralinepag to treat pulmonary arterial hypertension, as well as low double-digit, tiered royalties on net sales of ralinepag products, subject to certain adjustments for third party license payments. The promised goods and services under this agreement are accounted for as a single performance obligation consisting of a research, development and commercialization license. The Company’s performance obligation under this agreement was satisfied upon the closing of the transaction in January 2019, and accordingly, the estimated total transaction price of the agreement of $800.0 million was recognized as revenue at the commencement of this agreement in 2020. The future potential milestone payments were excluded from the estimated total transaction price as they are considered constrained. Under the royalty exception in ASC 606 for licensed intellectual property, the Company does not include any variable amounts related to sales-based royalties in the transaction price until the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Everest In December 2018, the Company and Everest entered into an exclusive agreement, or the Everest Agreement, to conduct joint development for the ralinepag and etrasimod programs. Under the Everest Agreement, the Company granted Everest an exclusive, royalty-bearing license to develop and commercialize ralinepag (in any formulation) and etrasimod (in oral formulations), in mainland China, Taiwan, Hong Kong, Macau and South Korea, or collectively, the Territories. Everest is generally responsible for development and commercialization of the licensed products in the Territories and may participate in the portion of the Company’s global clinical trials that is conducted in the Territories. In January 2019, the Company and Everest amended the Everest Agreement by entering into two separate agreements, one for each development program with the terms identical to the original Everest Agreement. Under the agreement with United Therapeutics described above, the Company assigned all its rights and obligations with respect to the ralinepag program under the Everest Agreement, to United Therapeutics. The Company is also eligible to receive up to an aggregate of $110.0 million in success milestones in case of full commercial success of etrasimod products. The Company is also eligible to receive tiered royalties on net sales of etrasimod products in the Territories. The promised goods and services under the Everest Agreement are accounted for as a single performance obligation consisting of a development and commercialization license. As of December 31, 2021, all remaining future potential milestone payments were excluded from the estimated total transaction price as they are considered constrained. For the year ended December 31, 2019, the Company recognized revenues of $5.0 million from the Everest Agreement. The Company did not recognize revenue from the Everest Agreement during the years ended December 31, 2021 and 2020. Eisai In December 2016, the Company amended and restated the terms of the marketing and supply agreement for lorcaserin with Eisai by entering into a Transaction Agreement and a Supply Agreement (collectively, the Eisai Agreement). Under the Transaction Agreement, Eisai acquired an exclusive royalty-bearing license or transfer of intellectual property to global commercialization and manufacturing rights to lorcaserin, including in the territories retained by the Company under the prior agreement, with control over global development and commercialization decisions. Eisai is responsible for all lorcaserin development expenses in the future. The Company also assigned to Eisai its rights under the commercial lorcaserin distribution agreements with Ildong Pharmaceutical Co., Ltd., or Ildong, for South Korea; CY Biotech Company Limited, or CYB, for Taiwan; and Teva Pharmaceuticals Ltd.’s Israeli subsidiary, Abic Marketing Limited, or Teva, for Israel. Until March 31, 2018, when the Company sold the Manufacturing Operations, including the assignment of the Supply Agreement, to Siegfried, it manufactured lorcaserin at its manufacturing facility in Zofingen, Switzerland. Lorcaserin was approved for marketing in the US, and in certain other territories, for the indication of weight management. On February 13, 2020, the FDA issued a drug safety communication announcing that it requested Eisai voluntarily withdraw lorcaserin from the US market based on the FDA’s analysis of data from the Cardiovascular and Metabolic Effects of Lorcaserin in Overweight and Obese Patients – Thrombolysis in Myocardial Infarction 61 (CAMELLIA-TIMI 61) study, and that Eisai has submitted a request to voluntarily withdraw lorcaserin from the US market. On September 30, 2020, Eisai announced that, after consulting with the FDA, it is continuing the lorcaserin expanded access program and has initiated a Phase 3 clinical study of lorcaserin in patients with Dravet syndrome, a severe type of epilepsy characterized by prolonged seizures that begin in the first year of life. In October 2020, the Company entered into a Royalty Purchase Agreement with Longboard pursuant to which Longboard purchased from the Company the right to receive all milestone payments, royalties, interest and other payments relating to net sales of lorcaserin owed or otherwise payable by Eisai. The Company believes that Eisai is solely responsible for any expenses and losses associated with product liability claims, except the Company and Eisai share 50% of losses for any alleged defective manufacturing of lorcaserin that was manufactured by us prior to entering into the Transaction Agreement. For the years ended December 31, 2020 and 2019, the Company recorded royalty revenues of $0.3 million and $(1.1) million, respectively related to the Transaction Agreement. Boehringer Ingelheim International GmbH In December 2015, the Company and Boehringer Ingelheim entered into a collaboration and license agreement, or Boehringer Ingelheim Agreement, under which the Company and Boehringer Ingelheim conduct joint research to identify drug candidates targeting an undisclosed G-protein-coupled receptor, or GPCR, that belongs to the group of orphan central nervous system receptors. Under the Boehringer Ingelheim Agreement, the Company granted Boehringer Ingelheim exclusive rights to its internally discovered, novel compounds and intellectual property for an orphan CNS receptor. The agreement grants Boehringer Ingelheim exclusive worldwide rights to develop, manufacture and commercialize products resulting from the collaboration. In December 2018 and October 2019, the Company earned a milestone payment of $3.5 million and $1.5 million, respectively, upon Boehringer Ingelheim’s initiation of preclinical development of a first and an additional compound. The Company is also eligible to receive up to an aggregate of $246.0 million (of which the first $7.0 million is also payable to Beacon) in additional success milestone payments in case of full commercial success of multiple drug products. The promised goods and services under the Boehringer Ingelheim Agreement are accounted for as a single combined performance obligation consisting of a research license, a development and commercialization license and research services. The Company’s research services performance obligation under the original term of the Boehringer Ingelheim Agreement was completely satisfied as of January 2018, and accordingly the estimated total transaction price of the Boehringer Ingelheim Agreement under the original contractual term was fully recognized as revenue over the period from January 2016 through January 2018. The Company recognizes revenue for the combined performance obligation based on the amount of incurred development expenses reimbursed by the customer as a percentage of total expected reimbursable expenses associated with the contract. As of December 31, 2021, all future potential milestone payments were excluded from the estimated total transaction price as they are considered constrained. For the years ended December 31, 2019, the Company recognized revenue of $1.7 million from the Boehringer Ingelheim Agreement. The Company did not recognize revenue from the Boehringer Ingelheim Agreement during the years ended December 31, 2021 and 2020. Beacon Discovery, Inc. In September 2016, the Company entered into a series of agreements with Beacon, a privately held drug discovery incubator which focuses on identifying and advancing molecules targeting GPCRs. Beacon was founded in 2016 by several of the Company’s former employees. The Company entered into an agreement, or License and Collaboration Agreement, with Beacon, pursuant to which the Company transferred certain equipment to Beacon and granted Beacon a non-exclusive, non-assignable and non-sublicensable license to certain database information relating to compounds, receptors and pharmacology, and transferred certain equipment to Beacon. Beacon will seek to engage global partners to facilitate discovery and development. Beacon has agreed to assign to the Company any intellectual property relating to its existing research and development programs developed in the course of performing research for the Company and grant the Company a non-exclusive license to any intellectual property developed outside the course of performing work for it that is reasonably necessary or useful for developing or commercializing the products under the Company’s research and development programs. The Company is also entitled to rights of negotiation and rights of first refusal to potentially obtain licenses to compounds discovered and developed by Beacon. In addition, the Company is entitled to receive (i) a percentage of any revenue received by Beacon on or after the second anniversary of the effective date of the agreement from any third party pursuant to a third-party license, including upfront payments, milestone payments and royalties; (ii) single-digit royalties on the aggregate net sales of any related products sold by Beacon and its affiliates; and (iii) in the event that Beacon is sold, a percentage of the consideration for such sale transaction. The Company entered a services agreement with Beacon, or Master Services Agreement, pursuant to which Beacon performs certain research services for it. The Company also entered into a separate services agreement with Beacon, or Beacon Services Agreement, pursuant to which Beacon performed its research obligations under the Company’s agreement with Boehringer Ingelheim. In consideration for performing these research obligations, Beacon is entitled to receive the applicable FTE payments that are paid to the Company by Boehringer Ingelheim for the research services and certain milestone payments. The Company also entered into a sublease agreement, or Sublease, with Beacon, pursuant to which it subleased approximately 30,000 square feet of laboratory, office and meeting room space to Beacon until May 2027. In 2020, the Company entered into a new multi-year strategic Collaboration and License Agreement with Beacon, aimed at building novel medicines across a range of GPCR targets believed to play a role in immune and inflammatory diseases. Under the terms of this agreement Beacon is responsible for early drug discovery activities and the Company will be responsible for any potential future development and, ultimately, commercialization activities. The Company is required to pay to Beacon research initiation fees, make quarterly research funding payments for the duration of Beacon’s research activities as well as research, development and regulatory milestone payments depending on the future research and development progress. The Company is also obligated to pay Beacon tiered royalties on net sales of low single digits levels. In the first quarter of 2021, the Company received a $1.1 million payment as a result of the merger (“Merger”) between Eurofins Beacon Discovery Holdings, Inc. (“Eurofins”) and Beacon. This payment satisfied Beacon’s obligation to pay the Company a percentage of the consideration for such sale transaction in the event that Beacon was sold as outlined in the 2016 License and Collaboration Agreement. The Company is eligible to receive future contingent consideration payments based on certain performance metrics achieved by Beacon over a four-year performance period through the first quarter of 2025 up to an aggregate of $2.0 million. Following the Merger, the Company entered into a Consent and Release Agreement that terminated the Company’s rights of negotiation and rights of first refusal to potentially obtain licenses to certain compounds discovered and developed by Beacon. In addition, the Consent and Release Agreement terminated the Company’s right, under the 2016 License and Collaboration Agreement, to receive any revenue received by Beacon including upfront payments, milestone payments and royalties. The 2020 Collaboration and License Agreement with Beacon remains in effect and was not impacted by the Merger. Outpost Medicine LLC In April 2018, the Company and Outpost Medicine entered into a license agreement, or Outpost Agreement, under which Outpost Medicine has an exclusive right to advance LP352 for the potential treatment of genitourinary disorders. For the year ended December 31, 2019, the Company recognized revenues of $0.5 million from the Outpost Agreement. During the year ended December 31, 2020, the Outpost Agreement was terminated. Axovant Sciences GmbH In 2015, the Company entered into a development, marketing and supply agreement with Roivant Sciences Ltd., which subsequently assigned the exclusive rights to develop and commercialize nelotanserin to its subsidiary, Axovant. Under this agreement, Axovant had exclusive worldwide rights to develop and commercialize nelotanserin, subject to regulatory approval. The Company also provided certain services and manufactured and sold nelotanserin to Axovant. The Company refers to this agreement as the Axovant Agreement. In the fourth quarter of 2019, the Axovant Agreement was terminated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The following table summarizes the Company’s (loss) income before income taxes by region for the years presented, in thousands: Years ended December 31, 2021 2020 2019 United States $ (570,860) $ (386,292) $ 298,315 Foreign (45,573) (18,442) 209,573 Total (loss) income before income taxes $ (616,433) $ (404,734) $ 507,888 The Company did not record a benefit for income taxes for the years ended December 31, 2021 and December 31, 2020 because it had a full valuation allowance. The Company recorded an expense for income taxes for the year ended December 31, 2019, due to the usage of the deferred tax assets used to offset the taxable gain resulting from the United Therapeutics transaction. The Company’s effective income tax rate differs from the statutory federal rate of 21% for 2021, 2020 and 2019 due to the following, in thousands: Years ended December 31, 2021 2020 2019 (Benefit) Provision for income taxes at statutory federal rate $ (129,451) $ (84,994) $ 106,657 Change in federal and foreign valuation allowance 173,118 101,091 34,712 Deferred adjustment related to foreign net operating losses — — 15,133 Capital loss on foreign subsidiary liquidation — — (43,685) State Tax, net of federal benefit (38,323) (4,837) 592 Share-based compensation expense (1,114) (5,906) 1,624 Foreign losses at lower effective rates 8,400 3,856 21 Research and development and Orphan Drug credits (13,744) (9,617) (4,730) Permanent differences and other 1,114 407 9 Provision for income taxes $ — $ — $ 110,333 The components of the Company’s net deferred tax assets are as follows, in thousands: December 31, 2021 2020 Deferred tax assets: Federal and California NOL carryforwards $ 371,499 $ 230,994 Federal and California research and development credit carryforwards 97,548 83,589 Foreign NOL carryforwards 977 472 Share-based compensation expense 16,718 13,572 Depreciation 3,250 3,015 Lease liability 1,922 2,200 Other, net 17,596 1,217 Total deferred tax assets 509,510 335,059 Deferred tax liabilities: Right-of-use assets (1,777) (2,051) Equity investment (4,119) (2,512) Total deferred tax liabilities (5,896) (4,563) Net deferred tax assets 503,614 330,496 Valuation allowance (503,614) (330,496) Net deferred tax assets $ — $ — A valuation allowance is recorded against all of the Company’s deferred tax assets, as realization of any of these assets does not meet the more-likely-than-not criteria for recognition. The realization of the Company’s deferred tax assets is dependent upon future taxable income. The Company’s ability to generate taxable income is analyzed regularly on a jurisdiction-by-jurisdiction basis. At such time as it is more-likely-than-not that the Company will generate taxable income in a jurisdiction, it will further reduce or remove the valuation allowance. The valuation allowance increased by $173.1 million from December 31, 2020, to December 31, 2021. At December 31, 2021, the Company had federal NOL carryforwards of $1,437.6 million that will begin to expire in 2028 unless previously utilized. At the same date, the Company had California NOL carryforwards of $951.2 million, which begin expiring in 2028. Federal net operating losses generated after December 31, 2017 carry forward indefinitely. At December 31, 2021, the Company had $1,047.2 million of net operating losses with no expiration. Federal net operating losses generated after December 31, 2017 are also subject to an 80% limitation if utilized after 2020. At December 31, 2021, the Company had federal and California research and development tax credit carryforwards, net of reserves, of $58.9 million and $29.5 million, respectively. At December 31, 2021, the Company had a Federal Orphan Drug Credit carryforward, net of reserves, of $15.0 million. Federal credit carryforwards will begin to expire after 2026 unless previously utilized. The California research and development credit carries forward indefinitely. Additionally, utilization of net operating loss and R&D tax credit carryforwards to offset future taxable income may be subject to an annual limitation, pursuant to Sections 382 and 383 of the IRC. The Company has completed an analysis under Sections 382 and 383 of the IRC through 2021 and no ownership changes limiting its utilization of tax attribute carryforwards has occurred since 2010. Futur e ownership changes may occur that limit the Company's ability to utilize its tax attribute carryforwards. In accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The following table reconciles the beginning and ending amount of unrecognized tax benefits for the years presented, in thousands: Years ended December 31, 2021 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 11,710 $ 9,954 $ 9,033 Additions from tax positions taken in the current year 2,555 1,706 1,017 Additions from tax positions taken in prior years 12 50 — Reductions from tax positions taken in prior years — — (96) Gross unrecognized tax benefits at end of the year $ 14,277 $ 11,710 $ 9,954 Of the Company’s total unrecognized tax benefits at December 31, 2021, $12.8 million will impact its effective tax rate in the event the valuation allowance is removed. The Company does not anticipate that there will be a substantial change in unrecognized tax benefits within the next 12 months. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Because the Company has incurred net losses since its inception, it did not have any accrued interest or penalties included in its consolidated balance sheets at December 31, 2021, or 2020, and did not recognize any interest and/or penalties in its consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2021, 2020, and 2019. The Company is subject to income taxation in the United States at the Federal and state levels. Tax years beginning in 2003 are subject to examination by US and California tax authorities due to the carryforward of unutilized NOLs and tax credits. The Company is also subject to foreign income taxes in the countries in which it operates. To the Company’s knowledge, it is not currently under examination by any taxing authorities. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal ProceedingsBetween January 4, 2022, and January 21, 2022, nine (9) civil actions were filed challenging the adequacy of certain public disclosures made by the Company concerning the Company’s pending transaction with Pfizer. On January 4, 2022, Elaine Wang, a purported stockholder of the Company, commenced an action in the United States District Court for the Southern District of New York, captioned Elaine Wang v. Arena Pharmaceuticals, Inc., et al., Case No. 1:22-cv-00047, against the Company and current members of its board of directors (the “Wang Complaint”). On January 6, 2022, Alex Ciccotelli, a purported stockholder of the Company, commenced an action in the United States District Court for the Southern District of New York, captioned Alex Ciccotelli v. Arena Pharmaceuticals, Inc., et al., Case No. 1:22-cv-00144, against the Company and current members of its board of directors (the “Ciccotelli Complaint”). On January 11, 2022, Darrell Nasalroad, a purported stockholder of the Company, commenced an action in the United States District Court for the Eastern District of New York, captioned Darrell Nasalroad v. Arena Pharmaceuticals, Inc., et al., Case No. 1:22-cv-00167, against the Company and current members of its board of directors (the “Nasalroad Complaint”). On January 12, 2022, Katherine Finger, a purported stockholder of the Company, commenced an action in the United States District Court for the Southern District of California, captioned Katherine Finger v. Arena Pharmaceuticals, Inc., et al., Case No. 3:22-cv-00039-LL-AHG, against the Company and current members of its board of directors (the “Finger Complaint”). On January 13, 2022, Michael Kent, a purported stockholder of the Company, commenced an action in the United States District Court for the District of Delaware, captioned Michael Kent v. Arena Pharmaceuticals, Inc., et al., Case No. 1:22-cv-00052-UNA, against the Company and current members of its board of directors (the “Kent Complaint”). On January 14, 2022, Jeffrey D. Justice, II, a purported stockholder of the Company, commenced an action in the United States District Court for the Eastern District of Pennsylvania, captioned Jeffrey D. Justice, II v. Arena Pharmaceuticals, Inc., et al., Case No. 2:22-cv-00178, against the Company and current members of its board of directors (the “Justice Complaint”). On January 17, 2022, David Kaufmann, a purported stockholder of the Company, commenced an action in the United States District Court for the Southern District of New York, captioned David Kaufmann v. Arena Pharmaceuticals, Inc., et al., Case No. 1:22-cv-00405, against the Company and current members of its board of directors (the “Kaufmann Complaint”). On January 21, 2022, Deatra Harrington, a purported stockholder of the Company, commenced an action in the United States District Court for the Southern District of New York, captioned Deatra Harrington v. Arena Pharmaceuticals, Inc., et al., Case No. 1:22-cv-00551, against the Company and its board of directors (the “Harrington Complaint,” collectively with the Wang Complaint, the Ciccotelli Complaint, the Nasalroad Complaint, the Finger Complaint, the Kent Complaint, the Justice Complaint, and the Kaufmann Complaint, the “Complaints”). The Complaints asserted claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) and sought, among other things, an injunction preventing consummation of the pending transaction with Pfizer, rescission of the pending transaction or rescissory damages in the event it is consummated, declaratory relief that defendants violated the Exchange Act and requiring defendants to issue a proxy statement that includes the allegedly omitted information, an accounting by the defendants for all damages caused to the plaintiffs, and the award of attorneys’ fees and expenses. On January 5, 2022, Herbert Silverberg, a purported stockholder of the Company, commenced a putative class action in the Court of Chancery of the State of Delaware, captioned Herbert Silverberg v. Amit D. Munshi, et al., C.A. No. 2022-0018-PAF, against the Company and current members of its board of directors, and contemporaneously filed motions to expedite discovery and for preliminary injunction (collectively, the “Silverberg Action”). The Silverberg Action asserted a claim for breach of fiduciary duty and sought, among other things, an injunction preventing consummation of the pending transaction with Pfizer, rescission of the pending transaction or damages in the event it is consummated, and the award of attorneys’ fees and expenses. The motion to expedite discovery in the Silverberg Action was denied on January 10, 2022 and, on February 3, 2022, the Silverberg Action was voluntarily dismissed. Defendants believe the claims that were asserted in the Complaints and Silverberg Action were without merit and deny any wrongdoing in connection with the pending transaction with Pfizer or the disclosures related thereto.As of February 23, 2022, all of the Complaints had been voluntarily dismissed. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event In connection with the leases of the San Diego offices, the Company executed an amendment to waive the Company's option to purchase certain leased buildings. In exchange, the Company received a payment of approximately $26.3 million in the first quarter of 2022. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP, and reflect all of the Company’s activities, including those of its wholly owned subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the current period presentation. |
Liquidity | Liquidity As of December 31, 2021, the Company had cash, cash equivalents and available-for-sale investments of approximately $0.7 billion. The Company believes its cash, cash equivalents and available-for-sale investments will be sufficient to fund its operations for at least the next 12 months from the date these consolidated financial statements are issued. The Company will require substantial cash to achieve its objectives of discovering, developing and commercializing drugs, as this process typically takes many years and potentially hundreds of millions of dollars for an individual drug. The Company may not have adequate available cash, or assets that could be readily turned into cash, to meet these objectives in the long term. The Company will need to obtain significant funds under its existing collaborations and license agreements, under new collaboration, licensing or other commercial agreements for one or more of its drug candidates and programs or patent portfolios, or from other potential sources of liquidity, which may include the sale of equity, issuance of debt or other transactions. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its consolidated financial statements upon adoption. The following table provides a brief description of recently issued or adopted accounting standards: Standard Description Effective Date Effect on the Financial ASU 2016-13, Measurement of Credit Losses (Topic 326): Financial Statements – Credit Losses ASU 2016-13 revised the measurement of credit losses for financial assets measured at amortized cost from an incurred loss to an expected loss methodology. January 1, 2020 The Company adopted ASU 2016-13 on January 1, 2020 which did not have a material impact on its consolidated financial statements. ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ASU 2019-12 modifies ASC 740, Income Taxes to simplify the accounting for income taxes in various areas. January 1, 2021 The Company adopted ASU 2019-12 on January 1, 2021 which did not have a material impact on its consolidated financial statements. ASU 2020-01, Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) ASU 2020-01 clarifies the interactions between Topic 321 (equity securities), Topic 323 (equity method and joint ventures) and Topic 815 (derivatives and hedge accounting). The ASU addresses the accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. January 1, 2021 The Company adopted ASU 2020-01 on January 1, 2021 which did not have a material impact on its consolidated financial statements. ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Cost ASU 2020-08 clarifies an entity should, for each reporting period, reevaluate the amortization period for a premium paid on an individual callable debt security that has multiple call dates. January 1, 2021 The Company adopted ASU 2020-08 on January 1, 2021 which did not have a material impact on its consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts (including assets, liabilities, revenues and expenses) and related disclosures. The amounts reported could differ under different estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of three months or less when purchased. The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flows, in thousands: December 31, December 31, Cash and cash equivalents $ 224,572 $ 219,544 Restricted cash included in other non-current assets 226 226 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 224,798 $ 219,770 The restricted cash relates to the Company’s property leases. The restriction will lapse when the related leases expire. |
Available-for-Sale Investments | Available-for-Sale Investments The Company defines investments as income-yielding securities that can be readily converted to cash and classifies such investments as available-for-sale. The Company carries these securities at fair value and reports unrealized gains and losses as a separate component of accumulated other comprehensive income or loss. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. Realized gains and losses and declines in securities are included in other income or expense. The cost of securities sold is based on the specific identification method. Interest and dividends on available-for-sale securities are included in interest income. |
Concentrations of Risk | Concentrations of Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and available-for-sale investments. The Company limits its exposure to credit loss by holding cash primarily in US dollars or placing its cash and investments in US government, agency or government-sponsored enterprise obligations and in corporate debt instruments that are rated investment grade, in accordance with an investment policy approved by its Board of Directors. The Company’s customers are typically other biopharmaceutical companies to which it licenses its intellectual property, or sells research and development services or other services under license or collaboration agreements. For the year ended December 31, 2021 and 2020, the Company recognized an immaterial amount of revenue. For the year ended December 31, 2019, more than 99% of the Company’s annual revenue was from United Therapeutics. The Company monitors its customers’ financial credit worthiness in order to assess and respond to any changes in their credit profile. During the years ended December 31, 2021, 2020, and 2019, the Company did not record any write-offs or reserves against accounts receivable . |
Equity Method Investment | Equity Method Investment Investments and ownership interests are accounted for under equity method accounting if the Company has the ability to exercise significant influence but does not have a controlling financial interest. The Company records its interest in the net earnings of its equity method investees within other income or loss in the consolidated statements of operations. The Company records its interest in the net earnings of its equity method investments based on the most recently available financial statements of the investees. The carrying amount of the investment in equity interests is adjusted to reflect the Company's interest in net earnings, dividends received and impairments. The Company reviews for impairment whenever factors indicate that the carrying amount of the investment might not be recoverable. In such a case, the decrease in value is recognized in the period the impairment occurs in the consolidated statements of operations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated over the estimated useful lives of the assets (generally) 3 to 15 years using the straight-line method. Buildings are stated at cost and depreciated over an estimated useful life of approximately 20 years using the straight-line method. Leasehold improvements are stated at cost and amortized over the shorter of the estimated useful lives of the assets or the lease term using the straight-line method. Capital improvements are stated at cost and amortized over the estimated useful lives of the underlying assets using the straight-line method. |
Long-lived Assets | Long-lived Assets If indicators of impairment exist, the Company assesses the recoverability of the affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted cash flows. If impairment is indicated, the Company measures the impairment loss by comparing the fair value to the carrying value of the asset. |
Foreign Currency | Foreign Currency The functional currency of the Company’s wholly owned subsidiary in Switzerland, APD GmbH, is the Swiss franc. Accordingly, all assets and liabilities of this subsidiary are translated to US dollars based on the applicable exchange rate on the balance sheet date. Revenue and expense components are translated to US dollars at weighted-average exchange rates in effect during the period. Gains and losses resulting from foreign currency translation are reported as a separate component of accumulated other comprehensive income or loss in the equity section of the Company’s consolidated balance sheets. Foreign currency transaction gains and losses are primarily the result of remeasuring US dollar-denominated receivables and payables of the Company’s foreign subsidiaries. |
Share-based Compensation | Share-based Compensation The Company’s share-based awards are measured at fair value and recognized over the requisite service or performance period. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model, based on the market price of the underlying common stock, expected term, expected stock price volatility and expected risk-free interest rate. Expected volatility is computed using historical volatility for a period equal to the expected term. The expected term of options is determined based on historical experience of similar awards, giving consideration to the contractual terms of the share-based awards, vesting schedules and post-vesting terminations. The risk-free interest rates are based on the US Treasury yield curve, with a remaining term approximately equal to the expected term used in the option pricing model. The Company accounts for forfeitures in the period they occur. The fair value of each restricted stock unit award is estimated based on the market price of the underlying common stock on the date of the grant. The fair value of restricted stock unit awards that include market-based performance conditions is estimated on the date of grant using a Monte Carlo simulation model, based on the market price of the underlying common stock, expected performance measurement period, expected stock price volatility and expected risk-free interest rate. |
Revenue from Contract with Customer | Revenue Recognition The Company’s revenues to date have been generated primarily through collaboration and license agreements. The Company’s collaboration and license agreements frequently contain multiple types of promised goods or services including (i) intellectual property licenses, (ii) product research, development and regulatory services and (iii) product manufacturing. Consideration received under these arrangements may include upfront payments, research and development funding, cost reimbursements, milestone payments, payments for product sales and royalty payments. Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services and excludes sales incentives and amounts collected on behalf of third parties. The Company analyzes the nature of these performance obligations in the context of individual collaboration and license agreements in order to assess the distinct performance obligations. The Company applies the following five steps to recognize revenue: i) Identify the contract with a customer . The Company considers the terms and conditions of its collaboration and license agreements to identify contracts within the scope of ASC 606. The Company considers that it has a contract with a customer when the contract is approved, it can identify each party's rights regarding the goods and services to be transferred, it can identify the payment terms for the goods and services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. The Company uses judgment in determining the customer's ability and intent to pay, which is based upon factors including the customer's historical payment experience or, for new customers, credit and financial information pertaining to the customers. ii) Identify the performance obligations in the contract. Performance obligations in the Company’s collaboration and license agreements are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company’s performance obligations generally consist of intellectual property licenses, research, development and/or regulatory services and manufacturing and supply commitments. iii) Determine the transaction price. The Company determines the transaction price based on the consideration to which it expects to be entitled in exchange for transferring goods and services to the customer. In determining the transaction price, any variable consideration would be considered, to the extent applicable, if, in its judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. In accordance with the royalty exception under ASC 606 for licenses of intellectual property, the transaction price excludes future royalty payments to be received from the Company’s customers. None of the Company’s collaboration and license agreements contain consideration payable to its customer or a significant financing component. iv) Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price. v) Recognize revenue when or as performance obligation are satisfied. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised goods or services to a customer. The Company recognizes revenue when it transfers control of the goods or services to its customers for an amount that reflects the consideration that it expects to receive in exchange for those services. Performance Obligations The following is a description of principal goods and services from which the Company generates revenue. Intellectual property licenses The Company generates revenue from licensing its intellectual property including know-how and development and commercialization rights. These licenses provide customers with a term-based license to further research, develop and commercialize its internally discovered drug candidates. The consideration the Company receives in the form of nonrefundable upfront consideration related to the functional intellectual property licenses is recognized when it transfers such license to the customer unless the license is combined with other goods or services into one performance obligation, in which case the revenue is recognized over a period of time based on the Company’s estimated pattern in which it satisfies the combined performance obligation. The Company’s licensing agreements are generally cancellable. Customers have the right to terminate their contracts upon notice. The Company has the right to terminate the contracts generally only if the customer is in breach of the contract and fails to remedy the breach in accordance with the contractual terms. Intellectual property sales The Company generates royalty revenue from sales of its intellectual property. The Company estimates the future royalty payments and recognizes revenue with a corresponding contract asset at a point in time when it transfers the intellectual property to the customer. The Company periodically reassesses its estimate of the future royalty payments and recognizes any estimate adjustments as revenue in the current period. Research, development and regulatory services The Company generates revenue from research, development and regulatory services it provides to its customers in connection with the licensed intellectual property. The services the Company provides to its customers primarily includes scientific research activities, preparation for and management of clinical trials, and assistance during the regulatory approval application process. Revenue associated with these services is recognized based on its estimate of total consideration to be received for such services and the pattern in which it performs the services. The pattern of performance is generally determined to be the amount of incurred expenses reimbursed by the customer as a percentage of total expected reimbursable expenses associated with the contract. Contracts with Multiple Performance Obligations Most of the Company’s collaboration and license agreements with customers contain multiple promised goods or services. Based on the characteristics of the promised goods and services the Company analyzes whether they are separate or combined performance obligations. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price based on its overall pricing and discounting objectives, taking into consideration the type of services, estimates of hourly market rates, and stage of the research, development or clinical trials. Variable Consideration The Company’s contracts with customers primarily include two types of variable consideration: (i) development and regulatory milestone payments, which are due to the Company upon achievement of specific development and regulatory milestones and (ii) one-time sales-based payments and sales-based royalties associated with sold or licensed intellectual property. Due to uncertainty associated with achievement of the development and regulatory milestones, the related milestone payments are excluded from the contract consideration and the corresponding revenue is not recognized until the Company concludes it is probable that reversal of such milestone revenue will not occur. Product sales-based royalties under licensed intellectual property and one-time payments are accounted for under the royalty exception. The Company recognizes revenue for sales-based royalties under licensed intellectual property and one-time payments at the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Disaggregation of Revenue The Company operates in one reportable business segment. The Company provides goods and services to its customers in collaboration and license agreements pursuant to various geographical markets. Cost to Obtain and Fulfill a Contract The Company generally does not incur costs to obtain new contracts. Costs to fulfill contracts are expensed as incurred. Remaining Performance Obligations The Company continues to be eligible to receive consideration in the form of milestones and royalties. Under the royalty exception in ASC 606 for licensed intellectual property, the Company does not recognize any revenue for the variable amounts related to sales-based royalties and milestones until the later of when the sales occur or the performance obligation is satisfied or partially satisfied. Accordingly, the revenue related to future sales-based royalties and milestones are excluded from the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied . |
Research and Development Expenses | Research and Development Expenses Research and development expenses, which consist primarily of salaries and other personnel costs, clinical trial costs and preclinical study fees, manufacturing costs for non-commercial products, and the development of earlier-stage programs and technologies, are expensed as incurred when these expenditures have no alternative future use. The Company accrues clinical trial expenses based on work performed. In determining the amount to accrue, the Company relies on estimates of total costs incurred based on enrollment, the completion of trials and other events. The Company follows this method because it believes reasonably dependable estimates of the costs applicable to various stages of a clinical trial can be made. However, the actual costs and timing of clinical trials are uncertain, subject to risks and may change depending on a number of factors. Differences between the actual clinical trial costs and the estimated clinical trial costs that the Company has accrued in any prior period are recognized in the subsequent period in which the actual costs become known. Historically, these differences have not been material; however, material differences could occur in the future. Payments made to reimburse collaborators for the Company’s share of their research and development activities are recorded as research and development expenses, and are recognized as the work is performed. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income or loss is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. The Company reports components of comprehensive income or loss in the period in which they are recognized. For the years ended December 31, 2021, 2020 and 2019, comprehensive income (loss) consisted of net income (loss), foreign currency translation gains and losses, and unrealized gains and losses related to available-for-sale investments. |
(Loss) Income Per Share | (Loss) Income Per Share The Company calculates basic and diluted loss per share using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares and common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, stock options, employee stock purchase plan rights, restricted stock units, and performance-based restricted stock units are considered to be common stock equivalents but are not included in the calculations of diluted net loss per share for periods of losses as their effect would be anti-dilutive. Since the Company reported a net loss for the years ended December 31, 2021, and 2020, in addition to excluding potentially dilutive out-of-the money securities, the Company excluded from its calculation of loss per share all potentially dilutive (i) in-the-money stock options, (ii) RSUs, (iii) PRSUs and (iv) shares to be purchased under the employee stock purchase plan. The diluted net loss per share is the same as basic net loss per share for periods a net loss was reported. Diluted weighted average shares excluded potential common shares related to outstanding stock options, non-vested restricted stock units and shares to be purchased under the employee stock purchase plan totaling 4.2 million, 5.2 million, and 4.0 million for the years 2021, 2020, and 2019, respectively, as they were anti-dilutive. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The Company’s deferred tax assets and liabilities are determined using the enacted tax rates expected to be in effect for the years in which those tax assets are expected to be realized. The realization of the Company’s deferred tax assets is dependent upon its ability to generate sufficient future taxable income. The Company establishes a valuation allowance when it is more-likely-than-not the future realization of all or some of the deferred tax assets will not be achieved. The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis, and includes a review of all available evidence, both positive and negative. The impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. |
Fair Value Measurements | The Company’s investments include cash equivalents and available-for-sale investment securities consisting of money market funds, US treasury notes, and high quality, marketable debt instruments of corporations and government sponsored enterprises in accordance with the Company’s investment policy. The Company’s investment policy defines allowable investment securities and establishes guidelines relating to credit quality, diversification, and maturities of its investments to preserve principal and maintain liquidity. The Company measures its financial assets and liabilities at fair value, which is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level valuation hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial assets and liabilities: Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical instruments. Level 2 – Quoted prices for similar instruments in active markets or inputs that are observable for the asset or liability, either directly or indirectly. Level 3 – Significant unobservable inputs based on the Company’s assumptions. |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of the components of cash, cash equivalents and restricted cash reported in the consolidated balance sheets to the total of the amount presented in the consolidated statements of cash flows, in thousands: December 31, December 31, Cash and cash equivalents $ 224,572 $ 219,544 Restricted cash included in other non-current assets 226 226 Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows $ 224,798 $ 219,770 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables present the Company’s valuation hierarchy for its financial assets that are measured at fair value on a recurring basis, in thousands: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Money market funds (1) $ 170,171 $ — $ — $ 170,171 US government and government agency notes (2) 195,184 — — 195,184 Corporate debt securities (2) — 176,808 — 176,808 Commercial paper (2) — 114,701 — 114,701 $ 365,355 $ 291,509 $ — $ 656,864 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Money market funds (1) $ 64,361 $ — $ — $ 64,361 US government and government agency notes (2) 621,400 — — 621,400 Corporate debt securities (2) — 162,906 — 162,906 Commercial paper (3) — 131,525 — 131,525 $ 685,761 $ 294,431 $ — $ 980,192 ______________________ (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. (2) Included in available-for-sale investments in the accompanying consolidated balance sheets. (3) Included in either cash and cash equivalents or available-for-sale investments in the accompanying consolidated balance sheets. |
Investments, Available-for-Sa_2
Investments, Available-for-Sale (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments, Available-for-Sale | Investments, available-for-sale, consisted of the following, in thousands: December 31, 2021 Maturity in years Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value US government and government agency notes Less than 1 $ 89,011 $ — $ (37) $ 88,974 Corporate debt securities Less than 1 122,408 — (186) 122,222 Commercial paper Less than 1 114,733 — (32) 114,701 Short-term investments, available-for-sale $ 326,152 $ — $ (255) $ 325,897 US government and government agency notes 1 - 5 $ 106,501 $ — $ (291) $ 106,210 Corporate debt securities 1 - 5 54,751 — (165) 54,586 Investments, available-for-sale $ 161,252 $ — $ (456) $ 160,796 December 31, 2020 Maturity in years Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value US government and government agency notes Less than 1 $ 621,281 $ 178 $ (59) $ 621,400 Corporate debt securities Less than 1 160,244 362 (38) 160,568 Commercial paper Less than 1 102,513 22 (6) 102,529 Short-term investments, available-for-sale $ 884,038 $ 562 $ (103) $ 884,497 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Land, Property and Equipment, Net | Land, property and equipment, net consisted of the following, in thousands: December 31, 2021 2020 Land $ 4,950 $ 4,950 Building and capital improvements 45,211 45,246 Leasehold improvements 20,116 19,464 Machinery and equipment 70 158 Computers and software 2,979 2,943 Furniture and office equipment 2,026 1,992 75,352 74,753 Less accumulated depreciation and amortization (56,227) (52,663) Land, property and equipment, net $ 19,125 $ 22,090 |
Accounts Payable and Other Accrued Liabilities | Accounts payable and other accrued liabilities consisted of the following, in thousands: December 31, 2021 2020 Accounts payable $ 13,304 $ 12,004 Accrued compensation 8,162 18,846 Other accrued liabilities 10,669 4,501 Total accounts payable and other accrued liabilities $ 32,135 $ 35,351 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Future Minimum Lease Payments | At December 31, 2021, the future lease payments under the Company’s existing financing and non-cancellable operating leases were as follows, in thousands: Year ending December 31, Financing Obligations Operating Leases 2022 $ 7,960 $ 2,416 2023 8,889 2,620 2024 9,111 2,295 2025 9,339 2,077 2026 9,572 2,124 Thereafter 4,029 466 Total minimum lease payments 48,900 $ 11,998 Less amounts representing interest (12,639) Add amounts representing residual value 4,950 Lease financing obligations 41,211 Less current portion (5,052) $ 36,159 |
Expected Minimum Rental Payments to be Received under Sublease | Expected minimum rental payments to be received under the sublease are as follows, in thousands: Year ending December 31, 2022 $ 3,487 2023 3,794 2024 3,896 2025 4,000 2026 4,106 Thereafter 1,734 Total $ 21,017 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments | The carrying value and ownership percentage of the Company’s equity method investment is as follows, in thousands, except ownership percentages: December 31, 2021 December 31, 2020 Balance Sheet Location Carrying Value Ownership % Carrying Value Ownership % Longboard Other non-current assets $ 19,619 23.1 % $ 12,331 33.4 % Equity method investment activity included in the Company’s consolidated statements of operations is as follows, in thousands: Income Statement Location Year Ended Year Ended Equity in losses from Longboard Other (expense) income, net $ (6,581) $ (664) Gain from Longboard IPO Gain from Longboard equity method investment 13,869 — Gain from deconsolidation Gain from Longboard equity method investment — 12,955 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share Based Compensation Expense | The Company recognized share-based compensation expense by function as follows, in thousands: Years Ended December 31, 2021 2020 2019 Selling, general and administrative $ 36,884 $ 33,919 $ 25,686 Research and development 33,489 26,001 27,361 Total share-based compensation expense $ 70,373 $ 59,920 $ 53,047 |
Share-based Payment Arrangement, Cost by Plan | The Company recognized share-based compensation expense by grant type as follows, in thousands: Years Ended December 31, 2021 2020 2019 Stock options $ 46,946 $ 54,710 $ 36,393 Performance-based restricted stock units 12,752 1,804 15,351 Restricted stock units 9,664 2,716 1,213 Employee stock purchase plan 1,011 690 90 Total share-based compensation expense $ 70,373 $ 59,920 $ 53,047 |
Weighted-Average Assumptions and Estimated Fair Value of Stock Options | The fair value of each option issued to employees was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Years Ended December 31, 2021 2020 2019 Expected volatility 53 % 57 % 64 % Expected term (in years) 4.27 4.51 4.47 Risk-free interest rate 0.6 % 0.7 % 2.3 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Summary of Stock Option Activity | The following table summarizes the stock option activity under the Company’s stock option plans during the year ended December 31, 2021 (in thousands, except per share amounts and years): Options Weighted- Weighted- Intrinsic Value (1) Outstanding at January 1, 2021 8,699 $ 40.33 Granted 1,808 73.27 Exercised (1,402) 32.44 Forfeited/cancelled/expired (1,104) 53.72 Outstanding at December 31, 2021 8,001 $ 47.31 4.27 $ 365,079 Exercisable at December 31, 2021 4,576 $ 38.10 3.34 $ 250,968 ______________________ (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2021. |
Summary of Restricted Stock Awards, Restricted Stock Unit Awards and Performance Awards Activity | The following table summarizes the Company’s RSU activity during the year ended December 31, 2021, in thousands (except grant date fair value data): Number of Shares Weighted- Average Grant Date Fair Value Non-vested at December 31, 2020 243 $ 54.00 Granted 696 72.66 Released (77) 53.43 Forfeited/cancelled (144) 68.29 Non-vested at December 31, 2021 718 $ 69.29 Number of Shares Weighted- Non-vested at January 1, 2021 273 $ 27.97 Granted (1) 434 50.82 Released (273) 27.97 Forfeited/cancelled (67) 52.77 Non-vested at December 31, 2021 367 $ 50.46 _____________________ (1) Pursuant to the terms of the awards granted, the actual number of awards earned could range between 0% and 200% of the above number of awards granted. The amount disclosed represents PRSU grants at maximum payout. |
Collaborations and License Ag_2
Collaborations and License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Revenue Disaggregated by Major Customers, Timing of Revenue Recognition and Revenue Classification | In the following table, revenue is disaggregated by major customers and timing of revenue recognition, in thousands: Year Ended December 31, Customers 2021 2020 Eisai $ — $ 262 Other 54 57 Total $ 54 $ 319 Year Ended December 31, Timing of revenue recognition 2021 2020 Revenue recognized over time $ — $ 262 Revenue recognized at a point in time 54 57 Total $ 54 $ 319 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of (Loss) Income Before Provision (Benefit) for Income Taxes by Region | The following table summarizes the Company’s (loss) income before income taxes by region for the years presented, in thousands: Years ended December 31, 2021 2020 2019 United States $ (570,860) $ (386,292) $ 298,315 Foreign (45,573) (18,442) 209,573 Total (loss) income before income taxes $ (616,433) $ (404,734) $ 507,888 |
Reconciliation of Provision (Benefit) for Income Taxes at Statutory Federal Rate to Provision (Benefit) for Income Taxes | The Company’s effective income tax rate differs from the statutory federal rate of 21% for 2021, 2020 and 2019 due to the following, in thousands: Years ended December 31, 2021 2020 2019 (Benefit) Provision for income taxes at statutory federal rate $ (129,451) $ (84,994) $ 106,657 Change in federal and foreign valuation allowance 173,118 101,091 34,712 Deferred adjustment related to foreign net operating losses — — 15,133 Capital loss on foreign subsidiary liquidation — — (43,685) State Tax, net of federal benefit (38,323) (4,837) 592 Share-based compensation expense (1,114) (5,906) 1,624 Foreign losses at lower effective rates 8,400 3,856 21 Research and development and Orphan Drug credits (13,744) (9,617) (4,730) Permanent differences and other 1,114 407 9 Provision for income taxes $ — $ — $ 110,333 |
Components of Net Deferred Tax Assets | The components of the Company’s net deferred tax assets are as follows, in thousands: December 31, 2021 2020 Deferred tax assets: Federal and California NOL carryforwards $ 371,499 $ 230,994 Federal and California research and development credit carryforwards 97,548 83,589 Foreign NOL carryforwards 977 472 Share-based compensation expense 16,718 13,572 Depreciation 3,250 3,015 Lease liability 1,922 2,200 Other, net 17,596 1,217 Total deferred tax assets 509,510 335,059 Deferred tax liabilities: Right-of-use assets (1,777) (2,051) Equity investment (4,119) (2,512) Total deferred tax liabilities (5,896) (4,563) Net deferred tax assets 503,614 330,496 Valuation allowance (503,614) (330,496) Net deferred tax assets $ — $ — |
Reconciliation of Unrecognized Tax Benefits | The following table reconciles the beginning and ending amount of unrecognized tax benefits for the years presented, in thousands: Years ended December 31, 2021 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 11,710 $ 9,954 $ 9,033 Additions from tax positions taken in the current year 2,555 1,706 1,017 Additions from tax positions taken in prior years 12 50 — Reductions from tax positions taken in prior years — — (96) Gross unrecognized tax benefits at end of the year $ 14,277 $ 11,710 $ 9,954 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Additional Information (Detail) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)Segment$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019shares | Dec. 12, 2021$ / shares | |
Schedule Of Significant Accounting Policies [Line Items] | ||||
Number of business segments | Segment | 1 | |||
Common stock, par value (in USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Cash and short-term investments | $ | $ 700 | |||
Number of reportable business segment | Segment | 1 | |||
Total antidilutive securities excluded from calculation of diluted net loss per share (in shares) | shares | 4.2 | 5.2 | 4 | |
Pfizer | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Business acquisition, share price (in usd per share) | $ / shares | $ 100 | |||
Transaction costs | $ | $ 7.3 | |||
Building | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful life | 20 years | |||
Minimum | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful life | 3 years | |||
Maximum | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful life | 15 years | |||
Sales revenue, net | Customer Concentration Risk | United Therapeutics | ||||
Schedule Of Significant Accounting Policies [Line Items] | ||||
Concentrations of risk percentage | 99.00% |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Reconciliation of Components of Cash, Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 224,572 | $ 219,544 |
Restricted cash included in other non-current assets | 226 | 226 |
Total cash, cash equivalents and restricted cash presented in the consolidated statements of cash flows | $ 224,798 | $ 219,770 |
Fair Value Disclosures - Financ
Fair Value Disclosures - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Assets, fair value disclosure | $ 656,864 | $ 980,192 |
Money Market Funds | ||
Assets: | ||
Assets, fair value disclosure | 170,171 | 64,361 |
US government and government agency notes | ||
Assets: | ||
Assets, fair value disclosure | 195,184 | 621,400 |
Corporate debt securities | ||
Assets: | ||
Assets, fair value disclosure | 176,808 | 162,906 |
Commercial Paper | ||
Assets: | ||
Assets, fair value disclosure | 114,701 | 131,525 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Assets, fair value disclosure | 365,355 | 685,761 |
Quoted Prices in Active Markets (Level 1) | Money Market Funds | ||
Assets: | ||
Assets, fair value disclosure | 170,171 | 64,361 |
Quoted Prices in Active Markets (Level 1) | US government and government agency notes | ||
Assets: | ||
Assets, fair value disclosure | 195,184 | 621,400 |
Quoted Prices in Active Markets (Level 1) | Corporate debt securities | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Quoted Prices in Active Markets (Level 1) | Commercial Paper | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Assets, fair value disclosure | 291,509 | 294,431 |
Significant Other Observable Inputs (Level 2) | Money Market Funds | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | US government and government agency notes | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets: | ||
Assets, fair value disclosure | 176,808 | 162,906 |
Significant Other Observable Inputs (Level 2) | Commercial Paper | ||
Assets: | ||
Assets, fair value disclosure | 114,701 | 131,525 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Money Market Funds | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) | US government and government agency notes | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Commercial Paper | ||
Assets: | ||
Assets, fair value disclosure | $ 0 | $ 0 |
Investments, Available-for-Sa_3
Investments, Available-for-Sale (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term investments, available-for-sale | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | $ 326,152 | $ 884,038 |
Gross unrealized gains | 0 | 562 |
Gross unrealized losses | (255) | (103) |
Estimated fair value | 325,897 | 884,497 |
Short-term investments, available-for-sale | US government and government agency notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | 89,011 | 621,281 |
Gross unrealized gains | 0 | 178 |
Gross unrealized losses | (37) | (59) |
Estimated fair value | 88,974 | 621,400 |
Short-term investments, available-for-sale | Corporate debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | 122,408 | 160,244 |
Gross unrealized gains | 0 | 362 |
Gross unrealized losses | (186) | (38) |
Estimated fair value | 122,222 | 160,568 |
Short-term investments, available-for-sale | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | 114,733 | 102,513 |
Gross unrealized gains | 0 | 22 |
Gross unrealized losses | (32) | (6) |
Estimated fair value | 114,701 | $ 102,529 |
Investments, available-for-sale | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | 161,252 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (456) | |
Estimated fair value | 160,796 | |
Investments, available-for-sale | US government and government agency notes | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | 106,501 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (291) | |
Estimated fair value | 106,210 | |
Investments, available-for-sale | Corporate debt securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized cost | 54,751 | |
Gross unrealized gains | 0 | |
Gross unrealized losses | (165) | |
Estimated fair value | $ 54,586 |
Balance Sheet Details - Land, P
Balance Sheet Details - Land, Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 75,352 | $ 74,753 |
Less accumulated depreciation and amortization | (56,227) | (52,663) |
Land, property and equipment, net | 19,125 | 22,090 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | 4,950 | 4,950 |
Building and capital improvements | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | 45,211 | 45,246 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | 20,116 | 19,464 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | 70 | 158 |
Computers and software | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | 2,979 | 2,943 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Land, property and equipment, gross | $ 2,026 | $ 1,992 |
Balance Sheet Details - Account
Balance Sheet Details - Accounts Payable and Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 13,304 | $ 12,004 |
Accrued compensation | 8,162 | 18,846 |
Other accrued liabilities | 10,669 | 4,501 |
Total accounts payable and other accrued liabilities | $ 32,135 | $ 35,351 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2019USD ($)ft² | Jun. 30, 2019USD ($)ft² | Dec. 31, 2021USD ($)Property | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018 | Dec. 31, 2016 | Jan. 01, 2019USD ($) | |
Operating Leased Assets [Line Items] | ||||||||
Number of properties under sale and leaseback agreements | Property | 3 | |||||||
Percentage of annual increase in monthly lease payments | 2.50% | |||||||
Sale and leaseback transaction, interest expense | $ 4,100 | $ 4,500 | $ 4,800 | |||||
Sale leaseback transactions income statement interest expense, remaining period | 12,600 | |||||||
Sale and leaseback transaction, total financing obligation | 41,211 | |||||||
Add amounts representing residual value | 5,000 | |||||||
Operating lease, right-of-use asset | $ 9,100 | |||||||
Operating lease, right-of-use asset, statement of financial position [extensible list] | Other Assets, Noncurrent | |||||||
Operating lease, right-of-use liabilities | $ 1,800 | |||||||
Operating lease, liability, current, statement of financial position [Extensible List] | Accounts payable and other accrued liabilities | |||||||
Operating lease liabilities, non current | $ 8,300 | |||||||
Operating lease, liability, noncurrent, statement of financial position [Extensible List] | Other long-term liabilities | |||||||
Operating lease, expense | $ 2,400 | 2,400 | 1,900 | |||||
Operating lease, weighted average remaining lease term | 4 years 9 months 18 days | |||||||
Sublease expiration period | 2027-05 | 2027-05 | ||||||
Sublease income | $ 3,000 | $ 3,000 | $ 3,000 | |||||
Maximum | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Lease term period | 12 months | |||||||
ASC 842 | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Operating lease, liability | $ 6,300 | |||||||
Operating lease, right-of-use asset | $ 5,900 | |||||||
Weighted average discount rate | 7.25% | |||||||
San Diego, California | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Percentage of annual increase in monthly lease payments | 2.50% | |||||||
Operating lease agreement expiration date | 2027-05 | |||||||
Boston, Massachusetts | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Percentage of annual increase in monthly lease payments | 2.00% | |||||||
Operating lease, right-of-use asset | $ 5,200 | |||||||
Weighted average discount rate | 7.25% | |||||||
Operating lease inception date | Sep. 1, 2019 | |||||||
Area of office space | ft² | 12,755 | |||||||
Zug, Switzerland | ||||||||
Operating Leased Assets [Line Items] | ||||||||
Operating lease agreement expiration date | 2024-05 | |||||||
Operating lease, liability | $ 1,400 | |||||||
Operating lease, right-of-use asset | $ 1,500 | |||||||
Weighted average discount rate | 7.25% | |||||||
Area of office space | ft² | 4,050 | 10,500 | ||||||
Additional office space, lease inception date | Jan. 1, 2020 | Jun. 1, 2019 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Financing Obligations | ||
2022 | $ 7,960 | |
2023 | 8,889 | |
2024 | 9,111 | |
2025 | 9,339 | |
2026 | 9,572 | |
Thereafter | 4,029 | |
Total minimum lease payments | 48,900 | |
Less amounts representing interest | (12,639) | |
Add amounts representing residual value | 4,950 | |
Lease financing obligations | 41,211 | |
Less current portion | (5,052) | $ (4,401) |
Lease financing obligations, less current portion | 36,159 | $ 41,211 |
Operating Leases | ||
2022 | 2,416 | |
2023 | 2,620 | |
2024 | 2,295 | |
2025 | 2,077 | |
2026 | 2,124 | |
Thereafter | 466 | |
Total minimum lease payments | $ 11,998 |
Leases - Expected Minimum Renta
Leases - Expected Minimum Rental Payments to be Received under Sublease (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 3,487 |
2023 | 3,794 |
2024 | 3,896 |
2025 | 4,000 |
2026 | 4,106 |
Thereafter | 1,734 |
Total | $ 21,017 |
Equity Method Investment - Narr
Equity Method Investment - Narrative (Details) - USD ($) $ in Thousands | Oct. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | |||||
Gain from Longboard equity method investment | $ 13,869 | $ 12,955 | $ 0 | ||
Longboard | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from issuance or sale of equity | $ 56,000 | ||||
Equity method investment, percentage | 33.40% | 23.50% | |||
Gain from Longboard equity method investment | $ 13,900 | ||||
Accounts receivable | $ 300 |
Equity Method Investment - Carr
Equity Method Investment - Carrying Value (Details) - Longboard - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment | $ 19,619 | $ 12,331 |
Equity method investment, percentage | 23.10% | 33.40% |
Equity Method Investment - Acti
Equity Method Investment - Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of Equity Method Investments [Line Items] | |||
Gain from Longboard equity method investment | $ 13,869 | $ 12,955 | $ 0 |
Longboard | |||
Schedule of Equity Method Investments [Line Items] | |||
Gain from Longboard equity method investment | 13,869 | 0 | |
Gain from deconsolidation | 0 | 12,955 | |
Longboard | Nonoperating Income (Expense) | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity in losses from Longboard | $ (6,581) | $ (664) |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Jan. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | |
Stockholders Equity [Line Items] | |||||||
Proceeds from issuance of common stock under ATM facility, net | $ 98,438 | $ 0 | $ 0 | ||||
Number of shares authorized (in shares) | 1,466,561 | ||||||
Intrinsic value of stock options exercised | $ 55,600 | ||||||
Total common stock issued under employee stock purchase plan (in shares) | 52,180 | 64,456 | 0 | ||||
Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 1,200,000 | ||||||
Sale of stock, price per share (usd per share) | $ 81.06 | ||||||
Sale of stock, consideration received per transaction | $ 100,600 | ||||||
Maximum | |||||||
Stockholders Equity [Line Items] | |||||||
Offering price of common stock | $ 250,000 | ||||||
Amended Long Term Incentive Plan Twenty Twenty | |||||||
Stockholders Equity [Line Items] | |||||||
Stock options exercisable period | 7 years | ||||||
Stock options | |||||||
Stockholders Equity [Line Items] | |||||||
Unrecognized expense (in thousands) | $ 81,100 | ||||||
Remaining weighted-average recognition period (in years) | 2 years 6 months | ||||||
Stock options | Amended Long Term Incentive Plan Twenty Twenty | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting description | three years | Stock options granted under the 2021 LTIP generally vest over four years with 25% of the shares subject to each option vesting on the first anniversary of the grant date and the remainder of the shares vesting monthly over the following three years in equal installments | |||||
Vesting period | 4 years | ||||||
Vesting percentage | 25.00% | ||||||
Remaining vesting period | 3 years | ||||||
Restricted Stock Units (RSUs) | |||||||
Stockholders Equity [Line Items] | |||||||
Unrecognized expense (in thousands) | $ 41,500 | ||||||
Remaining weighted-average recognition period (in years) | 3 years 1 month 6 days | ||||||
Grants in period (in shares) | 696,000 | ||||||
Restricted Stock Units (RSUs) | Amended Long Term Incentive Plan Twenty Twenty | Minimum | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting period | 1 year | ||||||
Restricted Stock Units (RSUs) | Amended Long Term Incentive Plan Twenty Twenty | Maximum | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting period | 4 years | ||||||
Stock Appreciation Rights (SARs) | Amended Long Term Incentive Plan Twenty Twenty | Minimum | |||||||
Stockholders Equity [Line Items] | |||||||
Purchase price of common shares as a percentage of fair market value | 100.00% | ||||||
ESPP | |||||||
Stockholders Equity [Line Items] | |||||||
Maximum percentage of annual compensation contributable to ESPP | 15.00% | ||||||
Maximum number of shares allowed to purchase per purchase period | 2,000 | ||||||
Maximum ESPP offering period | 12 months | ||||||
ESPP | Minimum | |||||||
Stockholders Equity [Line Items] | |||||||
Purchase price of common shares as a percentage of fair market value | 85.00% | ||||||
Performance Based Restricted Stock Units (PRSUs) | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting period | 3 years | ||||||
Unrecognized expense (in thousands) | $ 5,800 | ||||||
Grants in period (in shares) | 434,000 | ||||||
Allocated share-based compensation expense, not yet recognized | $ 22,000 | ||||||
Compensation expense of requisite service period | 1 year 2 months 12 days | ||||||
Performance Based Restricted Stock Units (PRSUs) | Employees | |||||||
Stockholders Equity [Line Items] | |||||||
Grants in period (in shares) | 216,772 | ||||||
Performance Based Restricted Stock Units (PRSUs) | Tranche One | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Performance Based Restricted Stock Units (PRSUs) | Tranche Two | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting percentage | 100.00% | ||||||
Performance Based Restricted Stock Units (PRSUs) | Tranche Three | |||||||
Stockholders Equity [Line Items] | |||||||
Vesting percentage | 200.00% | ||||||
Performance Based Restricted Stock Units (PRSUs) | Minimum | Tranche One | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock closing price (usd per share) | $ 120 | ||||||
Performance Based Restricted Stock Units (PRSUs) | Minimum | Tranche Two | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock closing price (usd per share) | 130 | ||||||
Performance Based Restricted Stock Units (PRSUs) | Minimum | Tranche Three | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock closing price (usd per share) | $ 145 | ||||||
Performance Based Restricted Stock Units (PRSUs) | Maximum | |||||||
Stockholders Equity [Line Items] | |||||||
Number of shares to be awarded as a percentage of target amounts | 200.00% | ||||||
Equity Compensation Plans | |||||||
Stockholders Equity [Line Items] | |||||||
Number of shares authorized (in shares) | 12,862,657 | ||||||
Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Issuance of common stock, net (in shares) | 1,241,142 | 6,325,000 | |||||
Underwritten Public Offering | Common Stock | |||||||
Stockholders Equity [Line Items] | |||||||
Issuance of common stock, net (in shares) | 6,325,000 | ||||||
Proceeds from issuance of common stock under ATM facility, net | $ 301,800 |
Stockholders Equity - Schedule
Stockholders Equity - Schedule of Share Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 70,373 | $ 59,920 | $ 53,047 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 36,884 | 33,919 | 25,686 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 33,489 | $ 26,001 | $ 27,361 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Share Based Compensation Expense by Grant Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 70,373 | $ 59,920 | $ 53,047 |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 46,946 | 54,710 | 36,393 |
Performance Based Restricted Stock Units (PRSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 12,752 | 1,804 | 15,351 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | 9,664 | 2,716 | 1,213 |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based payment arrangement, expense | $ 1,011 | $ 690 | $ 90 |
Stockholders' Equity - Weighted
Stockholders' Equity - Weighted-Average Assumptions and Estimated Fair Value of Stock Options (Detail) - Stock options | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 53.00% | 57.00% | 64.00% |
Expected term (in years) | 4 years 3 months 7 days | 4 years 6 months 3 days | 4 years 5 months 19 days |
Risk-free interest rate | 0.60% | 0.70% | 2.30% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Number of stock options (in shares) | |
Outstanding, number, beginning balance (in shares) | shares | 8,699 |
Granted in period (in shares) | shares | 1,808 |
Exercises in period (in shares) | shares | (1,402) |
Forfeitures in period (in shares) | shares | (1,104) |
Outstanding, number, ending balance (in shares) | shares | 8,001 |
Options, exercisable, number (in shares) | shares | 4,576 |
Weighted- Average Exercise Price | |
Weighted average exercise price, beginning balance (in usd per share) | $ / shares | $ 40.33 |
Grants in period, weighted average exercise price (in usd per share) | $ / shares | 73.27 |
Exercises in period, weighted average exercise price (in usd per share) | $ / shares | 32.44 |
Forfeitures in period, weighted average exercise price (in usd per share) | $ / shares | 53.72 |
Outstanding, weighted average exercise price, ending balance (in usd per share) | $ / shares | 47.31 |
Exercisable, weighted average exercise price (in usd per share) | $ / shares | $ 38.10 |
Weighted average outstanding remaining contractual term | 4 years 3 months 7 days |
Weighted average remaining contractual term | 3 years 4 months 2 days |
Options, outstanding, intrinsic value | $ | $ 365,079 |
Exercisable at December 31, 2021 | $ | $ 250,968 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Restricted Stock and Performance Stock (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units (RSUs) | |
Number of Shares | |
Nonvested awards (in shares) | shares | 243 |
Grants in period (in shares) | shares | 696 |
Released (in shares) | shares | (77) |
Forfeited in period (in shares) | shares | (144) |
Nonvested awards (in shares) | shares | 718 |
Weighted- Average Grant Date Fair Value | |
Weighted average grant-date fair value, beginning balance (in usd per share) | $ / shares | $ 54 |
Weighted average grant-date fair value, granted (in usd per share) | $ / shares | 72.66 |
Weighted average grant-date fair value, vested (in usd per share) | $ / shares | 53.43 |
Weighted average grant-date fair value, forfeited (in usd per share) | $ / shares | 68.29 |
Weighted average grant-date fair value, ending balance (in usd per share) | $ / shares | $ 69.29 |
Performance Based Restricted Stock Units (PRSUs) | |
Number of Shares | |
Nonvested awards (in shares) | shares | 273 |
Grants in period (in shares) | shares | 434 |
Released (in shares) | shares | (273) |
Forfeited in period (in shares) | shares | (67) |
Nonvested awards (in shares) | shares | 367 |
Weighted- Average Grant Date Fair Value | |
Weighted average grant-date fair value, beginning balance (in usd per share) | $ / shares | $ 27.97 |
Weighted average grant-date fair value, granted (in usd per share) | $ / shares | 50.82 |
Weighted average grant-date fair value, vested (in usd per share) | $ / shares | 27.97 |
Weighted average grant-date fair value, forfeited (in usd per share) | $ / shares | 52.77 |
Weighted average grant-date fair value, ending balance (in usd per share) | $ / shares | $ 50.46 |
Grants in period, range of awards earned, minimum | 0.00% |
Grants in period, range of awards earned, maximum | 200.00% |
Collaborations and License Ag_3
Collaborations and License Agreements - Summary of Revenue Disaggregated by Major Customers, Timing of Revenue Recognition and Revenue Classification (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 54 | $ 319 |
Revenue recognized over time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 0 | 262 |
Revenue recognized at a point in time | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 54 | 57 |
Eisai | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | 0 | 262 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue | $ 54 | $ 57 |
Collaborations and License Ag_4
Collaborations and License Agreements - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Acquired in-process research and development | $ 70,000,000 | $ 0 | $ 0 | |||||
Transaction costs | 8,638,000 | 0 | 14,573,000 | |||||
Revenues | 54,000 | 319,000 | 806,431,000 | |||||
Royalty revenue | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Revenues | 0 | 262,000 | $ (853,000) | |||||
United Therapeutics | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative agreement upfront payments | $ 800,000,000 | |||||||
Collaboration agreement estimated transaction price | 800,000,000 | |||||||
United Therapeutics | Maximum | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Additional milestone payments on achievement | 400,000,000 | |||||||
United Therapeutics | Non U.S. Market | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Additional milestone payments on achievement | 150,000,000 | |||||||
United Therapeutics | U.S. Market | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Additional milestone payments on achievement | $ 250,000,000 | |||||||
Aristea Therapeutics, Inc. | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement, rights and obligations, contractual upfront payments | 60,000,000 | |||||||
Acquired in-process research and development | 70,000,000 | |||||||
Aristea Therapeutics, Inc. | Series B Preferred Stock | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement, rights and obligations, contractual upfront payments | 10,000,000 | |||||||
United Therapeutics | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement right description | In November 2018, the Company entered into an exclusive license agreement with United Therapeutics. Under this agreement, the Company granted United Therapeutics an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize ralinepag in any formulation. This transaction was completed in January 2019. | |||||||
Collaborative agreement completion period | 2019-01 | |||||||
Transaction costs | 17,000,000 | $ 14,600,000 | ||||||
Everest | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Recognized revenues | $ 0 | 0 | 5,000,000 | |||||
Everest | Maximum | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Additional milestone payments on achievement | $ 110,000,000 | |||||||
Eisai | Eisai Agreement | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Defective manufacturing loss percentage | 50.00% | |||||||
Eisai | Eisai Agreement | Royalty revenue | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Revenues | 300,000 | (1,100,000) | ||||||
Boehringer Ingelheim | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Additional milestone payments on achievement | $ 246,000,000 | |||||||
Revenues | 0 | $ 0 | 1,700,000 | |||||
Recognized milestone revenue | $ 1,500,000 | $ 3,500,000 | ||||||
Boehringer Ingelheim | Beacon Discovery, Inc. | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Payable on milestone achievements | $ 7,000,000 | |||||||
Outpost Medicine | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Recognized revenues | $ 500,000 | |||||||
Beacon | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Proceeds from collaborative arrangement, due to business acquisition | $ 1,100,000 | |||||||
Collaborative arrangement, contingent consideration, performance metric achievement period | 4 years | |||||||
Collaborative arrangement, contingent consideration, revenue receivable upon achievement of performance metrics | $ 2,000,000 | |||||||
Beacon | Beacon Discovery, Inc. | Sublease Agreement | Variable Interest Entity, Primary Beneficiary | ||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||
Area of office space | ft² | 30,000 |
Income Taxes - Summary of (Loss
Income Taxes - Summary of (Loss) Income Before Provision (Benefit) for Income Taxes by Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (570,860) | $ (386,292) | $ 298,315 |
Foreign | (45,573) | (18,442) | 209,573 |
(Loss) income before income taxes | $ (616,433) | $ (404,734) | $ 507,888 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Benefit for income taxes | $ 0 | $ 0 | $ 110,333,000 |
Statutory federal rate | 21.00% | 21.00% | 21.00% |
Increase in valuation allowance | $ 173,100,000 | ||
NOL carryforwards | $ 1,047,200,000 | ||
Operating loss carryforwards, percentage of limitation | 80.00% | ||
Unrecognized tax benefits, that would impact the effective tax rate | $ 12,800,000 | ||
Accrued interest or penalties | 0 | $ 0 | |
Recognize interest and/or penalties expense | $ 0 | $ 0 | $ 0 |
Tax credit carryforwards beginning year | 2003 | ||
Minimum | |||
Income Tax Disclosure [Line Items] | |||
NOL carryforwards expiration date, year | 2028 | ||
California | |||
Income Tax Disclosure [Line Items] | |||
NOL carryforwards | $ 951,200,000 | ||
California | Minimum | |||
Income Tax Disclosure [Line Items] | |||
NOL carryforwards expiration date, year | 2028 | ||
California | Research and Development Tax Credit | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards amount | $ 29,500,000 | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
NOL carryforwards | $ 1,437,600,000 | ||
Federal | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards expiration year | 2026 | ||
Federal | Research and Development Tax Credit | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards amount | $ 58,900,000 | ||
Federal | Orphan Drug Credit | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards amount | $ 15,000,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Provision (Benefit) for Income Taxes at Statutory Federal Rate to Provision (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
(Benefit) Provision for income taxes at statutory federal rate | $ (129,451) | $ (84,994) | $ 106,657 |
Change in federal and foreign valuation allowance | 173,118 | 101,091 | 34,712 |
Deferred adjustment related to foreign net operating losses | 0 | 0 | 15,133 |
Capital loss on foreign subsidiary liquidation | 0 | 0 | (43,685) |
State Tax, net of federal benefit | (38,323) | (4,837) | 592 |
Share-based compensation expense | (1,114) | (5,906) | 1,624 |
Foreign losses at lower effective rates | 8,400 | 3,856 | 21 |
Research and development and Orphan Drug credits | (13,744) | (9,617) | (4,730) |
Permanent differences and other | 1,114 | 407 | 9 |
Provision for income taxes | $ 0 | $ 0 | $ 110,333 |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal and California NOL carryforwards | $ 371,499 | $ 230,994 |
Federal and California research and development credit carryforwards | 97,548 | 83,589 |
Foreign NOL carryforwards | 977 | 472 |
Share-based compensation expense | 16,718 | 13,572 |
Depreciation | 3,250 | 3,015 |
Lease liability | 1,922 | 2,200 |
Other, net | 17,596 | 1,217 |
Total deferred tax assets | 509,510 | 335,059 |
Deferred tax liabilities: | ||
Right-of-use assets | (1,777) | (2,051) |
Equity investment | (4,119) | (2,512) |
Total deferred tax liabilities | (5,896) | (4,563) |
Net deferred tax assets | 503,614 | 330,496 |
Valuation allowance | $ (503,614) | $ (330,496) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits at the beginning of the year | $ 11,710 | $ 9,954 | $ 9,033 |
Additions from tax positions taken in the current year | 2,555 | 1,706 | 1,017 |
Additions from tax positions taken in prior years | 12 | 50 | 0 |
Reductions from tax positions taken in prior years | 0 | 0 | (96) |
Gross unrecognized tax benefits at end of the year | $ 14,277 | $ 11,710 | $ 9,954 |
Subsequent Event (Detail)
Subsequent Event (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Subsequent Events | |
Subsequent Event [Line Items] | |
Cash received from termination of lease | $ 26.3 |