Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 04, 2013 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Entity Registrant Name | 'AGENUS INC | ' |
Entity Central Index Key | '0001098972 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 35,472,835 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash and cash equivalents | $30,204,928 | $21,468,269 |
Inventories | 3,273 | 16,022 |
Accounts receivable | 1,127 | 552,334 |
Prepaid expenses | 655,239 | 545,907 |
Other current assets | 11,829 | 32,156 |
Total current assets | 30,876,396 | 22,614,688 |
Plant and equipment, net of accumulated amortization and depreciation of $27,534,821 and $27,404,751 at September 30, 2013 and December 31, 2012, respectively | 2,887,322 | 2,606,428 |
Goodwill | 2,572,203 | 2,572,203 |
Other long-term assets | 1,334,049 | 1,299,304 |
Total assets | 37,669,970 | 29,092,623 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ' | ' |
Current portion, long-term debt | 3,259,235 | 204,088 |
Current portion, deferred revenue | 1,510,679 | 1,527,883 |
Accounts payable | 365,350 | 634,752 |
Accrued liabilities | 4,439,315 | 2,168,338 |
Other current liabilities | 78,300 | 277,927 |
Liabilities, Current | 9,652,879 | 4,812,988 |
Convertible notes | 0 | 35,679,232 |
Other long-term debt | 6,066,858 | 34,427 |
Deferred revenue | 3,571,479 | 4,800,776 |
Contingent royalty consideration | 19,603,048 | 0 |
Other long-term liabilities | 1,652,656 | 1,365,357 |
Commitments and contingencies | ' | ' |
STOCKHOLDERS’ DEFICIT | ' | ' |
Common stock, par value $0.01 per share; 70,000,000 shares authorized; 35,271,902 and 24,645,112 shares issued at September 30, 2013 and December 31, 2012, respectively | 352,719 | 246,451 |
Additional paid-in capital | 640,409,483 | 595,917,080 |
Treasury stock, at cost; 43,490 shares of common stock at September 30, 2013 and December 31, 2012 | -324,792 | -324,792 |
Accumulated deficit | -643,314,707 | -619,019,367 |
Noncontrolling interest | 0 | 5,580,124 |
Total stockholders’ deficit | -2,876,950 | -17,600,157 |
Total liabilities and stockholders’ deficit | 37,669,970 | 29,092,623 |
Series A-1 convertible preferred stock [Member] | ' | ' |
STOCKHOLDERS’ DEFICIT | ' | ' |
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized at September 30, 2013 and December 31, 2012: | 316 | 0 |
Series A convertible preferred stock | ' | ' |
STOCKHOLDERS’ DEFICIT | ' | ' |
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized at September 30, 2013 and December 31, 2012: | 0 | 316 |
Series B2 convertible preferred stock | ' | ' |
STOCKHOLDERS’ DEFICIT | ' | ' |
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized at September 30, 2013 and December 31, 2012: | $31 | $31 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Plant and equipment, accumulated amortization and depreciation | $27,534,821 | $27,404,751 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 70,000,000 | 70,000,000 |
Common stock, shares issued | 35,271,902 | 24,645,112 |
Treasury stock, shares | 43,490 | 43,490 |
Preferred stock, shares issued Series A | 31,620 | ' |
Series A-1 convertible preferred stock, liquidation value | $32,218,658 | ' |
Series A convertible preferred stock | ' | ' |
Convertible preferred stock, shares designated | ' | 31,620 |
Preferred stock, shares outstanding Series A-1 | 0 | 31,620 |
Preferred stock, shares issued Series A | 0 | 31,620 |
Series A-1 convertible preferred stock [Member] | ' | ' |
Convertible preferred stock, shares designated | 31,620 | ' |
Preferred stock, shares outstanding Series A-1 | 31,620 | 0 |
Preferred stock, shares issued Series A | 31,620 | 0 |
Series B2 convertible preferred stock | ' | ' |
Convertible preferred stock, shares designated | 3,105 | 3,105 |
Preferred stock, shares outstanding Series A-1 | 3,105 | 3,105 |
Preferred stock, shares issued Series A | 3,105 | 3,105 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenue: | ' | ' | ' | ' |
Service revenue | $357,196 | $486,833 | $1,402,957 | $781,591 |
Research and development revenue | 378,796 | 381,971 | 1,249,673 | 14,088,925 |
Total revenues | 735,992 | 868,804 | 2,652,630 | 14,870,516 |
Operating expenses: | ' | ' | ' | ' |
Cost of service revenue | -80,067 | -217,186 | -529,524 | -369,339 |
Research and development | -3,892,929 | -2,605,917 | -9,763,813 | -8,193,847 |
General and administrative | -3,577,778 | -2,586,866 | -11,111,558 | -8,819,319 |
Operating loss | -6,814,782 | -4,541,165 | -18,752,265 | -2,511,989 |
Other income (expense): | ' | ' | ' | ' |
Non-operating (loss) income | -156,890 | 2,880 | -3,476,667 | 110,472 |
Interest expense, net | -347,021 | -1,191,076 | -2,066,408 | -3,483,204 |
Net loss | -7,318,693 | -5,729,361 | -24,295,340 | -5,884,721 |
Dividends on Series A and A-1 convertible preferred stock | -50,865 | -197,625 | -3,108,836 | -592,875 |
Net loss attributable to common stockholders | ($7,369,558) | ($5,926,986) | ($27,404,176) | ($6,477,596) |
Per common share data: | ' | ' | ' | ' |
Basic and diluted net loss attributable to common stockholders | ($0.24) | ($0.24) | ($0.99) | ($0.28) |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Weighted Average Number of Shares Outstanding, Basic and Diluted 1 | 30,345,439 | 24,529,089 | 27,773,594 | 23,275,267 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($24,295,340) | ($5,884,721) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation and amortization | 448,157 | 1,487,324 |
Share-based compensation | 3,292,624 | 3,580,914 |
Noncash interest expense | 1,676,427 | 2,708,718 |
Gain on Sale of Investments | -355,500 | 0 |
Loss on disposal of assets | 17,944 | 703 |
Change in fair value of contingent royalty obligation | 512,390 | 0 |
Loss on extinguishment of debt | 3,322,657 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 551,207 | -369,059 |
Inventories | 12,749 | 4,050 |
Prepaid expenses | -109,332 | -95,573 |
Accounts payable | -269,402 | -340,094 |
Deferred revenue | -1,246,501 | 1,339,584 |
Accrued liabilities and other current liabilities | 2,145,553 | 1,346,219 |
Other operating assets and liabilities | 307,627 | 511,894 |
Net cash (used in) provided by operating activities | -13,988,740 | 4,289,959 |
Cash flows from investing activities: | ' | ' |
Proceeds from Sale of Other Investments | 450,000 | 0 |
Purchases of plant and equipment | -746,995 | -101,051 |
Net cash used in investing activities | -296,995 | -101,051 |
Cash flows from financing activities: | ' | ' |
Net proceeds from sales of equity | 23,131,020 | 10,464,203 |
Proceeds from employee stock purchases | 104,010 | 76,662 |
Financing of property and equipment | -34,834 | -26,982 |
Payments of series A convertible preferred stock dividends | 0 | -592,875 |
Debt Issuance Cost | -177,802 | 0 |
Proceeds from Issuance of Debt | 10,000,000 | 0 |
Repayments of Convertible Debt | -10,000,000 | -100,000 |
Net cash provided by financing activities | 23,022,394 | 9,821,008 |
Net increase in cash and cash equivalents | 8,736,659 | 14,009,916 |
Cash and cash equivalents, beginning of period | 21,468,269 | 10,747,951 |
Cash and cash equivalents, end of period | 30,204,928 | 24,757,867 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 367,277 | 14,055 |
Non-cash financing activity: | ' | ' |
Deemed dividend on Series A convertible preferred stock | 2,906,664 | 0 |
Issuance of senior secured convertible notes as payment in-kind for interest | 0 | 1,499,981 |
Stock Issued During Period, Value, Other | 11,275,000 | 0 |
Common stock, par value | $0.01 | ' |
Contingent royalty consideration | 19,090,658 | 0 |
Elimination of noncontrolling interest | $5,580,124 | $0 |
Description_of_Business
Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Description of Business [Abstract] | ' |
Business, Liquidity And Basis Of Presentation | ' |
Business, Liquidity and Basis of Presentation | |
Agenus Inc. (including its subsidiaries, also referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a biotechnology company working to develop treatments for cancers and infectious diseases. We are focused on immunotherapeutic products based on our core platform technologies with multiple product candidates advancing through the clinic, including several product candidates that have advanced into late-stage clinical trials through corporate partners. | |
Our core technology portfolio consists of our Saponin Platform (based on our saponin adjuvant based technologies) and our Heat Shock Protein (“HSP”) Platform (based on our HSP based technologies). Within our Saponin Platform is QS-21 Stimulon® adjuvant, or QS-21 Stimulon, which is used by our licensees in numerous vaccines under development in trials, some as advanced as Phase 3, for a variety of diseases, including cancer, shingles, malaria, Alzheimer's disease, human immunodeficiency virus, and tuberculosis. Data from two trials being conducted by our licensees using QS-21 Stimulon have been reported during 2013. Within our HSP Platform we are developing our Recombinant Series and our Prophage Series vaccines. HerpV, a therapeutic vaccine candidate from the Recombinant Series which includes QS-21 Stimulon, has been tested in a Phase 1 clinical trial for the treatment of genital herpes and is currently in a Phase 2 trial. In our Prophage Series we have tested product candidates in Phase 3 clinical trials for the treatment of renal cell carcinoma (“RCC”), the most common type of kidney cancer, and for metastatic melanoma, as well as in Phase 1 and Phase 2 clinical trials in a range of indications. Prophage Series vaccine R-100 is registered for use in Russia for the treatment of RCC in patients at intermediate risk of recurrence as Oncophage® vaccine. There are also investigator-sponsored Phase 2 trials fully enrolled in the United States testing the Prophage Series vaccine candidates G-100 and G-200 in newly diagnosed and recurrent glioma, respectively. In addition, in May 2013 the Cancer Therapy Evaluation Program of the National Cancer Institute (NCI) opened patient enrollment in a randomized Phase 2 trial of Prophage Series vaccine G-200 in combination with Avastin® (bevacizumab) in patients with surgically resectable recurrent glioma. | |
Our business activities have included product research and development, intellectual property prosecution, manufacturing, regulatory and clinical affairs, corporate finance and development activities, and support of our collaborations. Our product candidates require clinical trials and approvals from regulatory agencies, as well as acceptance in the marketplace. In addition to our internal development, we continue to pursue partnering opportunities and we are seeking partners for select products in our portfolio, which include QS-21 Stimulon, HerpV, and the Prophage G-Series vaccines, G-100 and G-200. We are also exploring in-licensing, acquisitions and sponsored research opportunities. | |
We have incurred significant losses since our inception. As of September 30, 2013, we had an accumulated deficit of $643.3 million. Since our inception, we have financed our operations primarily through the sale of equity, issuance of debt, and interest income earned on cash, cash equivalents, and short-term investment balances. We believe that, based on our current plans and activities, our cash balance of $30.2 million as of September 30, 2013, plus anticipated proceeds from equity offerings and potential proceeds from license, supply, and collaborative agreements will be sufficient to satisfy our liquidity requirements through 2014. We continue to monitor the likelihood of success of our key initiatives and are prepared to discontinue funding of such activities if they do not prove to be feasible, restrict capital expenditures and/or reduce the scale of our operations. | |
We expect to attempt to raise additional funds in advance of depleting our current funds. We may attempt to raise funds by: (1) out-licensing technologies or products to one or more third parties, (2) renegotiating third party agreements, (3) selling assets, (4) securing additional debt financing, and/or (5) selling equity securities. Satisfying long-term liquidity needs may require the successful commercialization and/or one or more partnering arrangements for (1) HerpV, and the Prophage Series vaccines, (2) vaccines containing QS-21 Stimulon under development by our licensees and/or (3) potential other product candidates, each of which will require additional capital. If we incur operating losses for longer than we expect and/or we are unable to raise additional capital, we may become insolvent and be unable to continue our operations. | |
Research and development program costs include compensation and other direct costs plus an allocation of indirect costs, based on certain assumptions, and our review of the status of each program. Our product candidates are in various stages of development and significant additional expenditures will be required if we start new clinical trials, encounter delays in our programs, apply for regulatory approvals, continue development of our technologies, expand our operations, and/or bring our product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, number of patients, and trial sponsorship. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because HerpV is in a Phase 2 clinical trial and the further development of our Prophage Series vaccines is subject to evaluation and uncertainty, we are unable to reliably estimate the cost of completing our research and development programs, the timing for bringing such programs to various markets, and, therefore, when, if ever, material cash inflows from operating activities are likely to commence. We will continue to adjust other spending as needed in order to preserve liquidity. Programs involving QS-21 Stimulon, other than our HerpV program, depend on our collaborative partners or licensees successfully completing clinical trials, successfully manufacturing QS-21 Stimulon to meet demand, obtaining regulatory approvals and successfully commercializing product candidates containing QS-21 Stimulon. | |
As of September 30, 2013, we had debt outstanding of $10.2 million in principal (payments of approximately $278,000 are due monthly beginning November 2013 and ending April 2015 with an additional $5.0 million due in April 2015). In April 2013, we exchanged our $39.0 million 8% senior secured convertible notes due August 2014 (the "2006 Notes") including accrued and unpaid interest, for $10 million in cash, 2,500,000 shares of our common stock, and a revenue interest in certain QS-21 Stimulon partnered programs and HerpV. The cash portion of this exchange was financed through the issuance of new debt (see Note H for further detail). This exchange resulted in the elimination of $5.6 million of non-controlling interest and a loss on extinguishment of $3.3 million. | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission. | |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Net_Loss_Income_Per_Share_Note
Net (Loss) Income Per Share (Notes) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Net (Loss) Income Per Share [Abstract] | ' | ||||||
Earnings Per Share [Text Block] | ' | ||||||
Net Loss Per Share | |||||||
Basic loss and income per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our Directors' Deferred Compensation Plan, or “DDCP”). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, nonvested shares, and convertible preferred stock. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: | |||||||
September 30, | |||||||
2013 | 2012 | ||||||
Warrants | 3,642,712 | 3,309,378 | |||||
Stock options | 4,164,965 | 2,769,311 | |||||
Nonvested shares | 147,413 | 257,415 | |||||
Convertible preferred stock | 333,333 | 333,333 | |||||
ShareBased_Compensation_Plans_
Share-Based Compensation Plans (Notes) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Share-Based Compensation | ' | |||||||||||||||
Share-based Compensation Plans | ||||||||||||||||
We use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, as well as stock options granted to members of our Board of Directors. All stock options have 10-year terms and generally vest ratably over a 3 or 4-year period. A non-cash charge to operations for the stock options granted to non-employees that have vesting or other performance criteria is affected each reporting period, until the non-employee options vest, by changes in the fair value of our common stock. A summary of option activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
Outstanding at December 31, 2012 | 2,748,883 | $ | 7.07 | |||||||||||||
Granted | 1,459,900 | 3.41 | ||||||||||||||
Exercised | (4,503 | ) | 3.36 | |||||||||||||
Forfeited | (17,188 | ) | 4.82 | |||||||||||||
Expired | (22,127 | ) | 18.17 | |||||||||||||
Outstanding at September 30, 2013 | 4,164,965 | $ | 5.74 | 7.9 | $ | 23,279 | ||||||||||
Vested or expected to vest at September 30, 2013 | 3,935,396 | $ | 5.87 | 7.9 | $ | 18,408 | ||||||||||
Exercisable at September 30, 2013 | 2,023,191 | $ | 7.58 | 6.5 | $ | 2,069 | ||||||||||
The weighted average grant-date fair values of options granted during the nine months ended September 30, 2013 and 2012, were $2.49 and $3.94, respectively. | ||||||||||||||||
During the nine months ended September 30, 2013, and 2012, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date. As of September 30, 2013, $5.5 million of total unrecognized compensation cost related to stock options granted to employees and directors is expected to be recognized over a weighted average period of 2.0 years. | ||||||||||||||||
As of September 30, 2013, unrecognized expense for options granted to outside advisors for which vesting has not yet occurred but the exercise price of the option is known is $86,000. Such amount is subject to change each reporting period based upon changes in the fair value of our common stock, expected volatility, and the risk-free interest rate, until the options have vested. | ||||||||||||||||
Certain employees and consultants have been granted nonvested stock. The fair value of nonvested stock is calculated based on the closing sale price of our common stock on the date of issuance. | ||||||||||||||||
A summary of nonvested stock activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||||
Nonvested | Weighted | |||||||||||||||
Shares | Average | |||||||||||||||
Grant Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Outstanding at December 31, 2012 | 249,968 | $ | 5.38 | |||||||||||||
Granted | 237,552 | 3.8 | ||||||||||||||
Vested | (339,800 | ) | 4.76 | |||||||||||||
Forfeited | (307 | ) | 6.3 | |||||||||||||
Outstanding at September 30, 2013 | 147,413 | 4.27 | ||||||||||||||
As of September 30, 2013, there was $421,000 of unrecognized share-based compensation expense related to these nonvested shares awarded to employees expected to be recognized over a weighted average period of 2.9 years. As of September 30, 2013, unrecognized expenses for nonvested shares awarded to outside advisors is $73,000. The total intrinsic value of shares vested during the nine months ended September 30, 2013, was $1.3 million. | ||||||||||||||||
We issue new shares upon option exercises, purchases under our 2009 Employee Stock Purchase Plan, (the "2009 ESPP"), vesting of nonvested stock, issuances under the DDCP, and in lieu of approximately 33% of the base salary of our Chief Executive Officer ("CEO"). During the nine months ended September 30, 2013, 26,758 shares were issued under the 2009 ESPP, 339,800 shares were issued as a result of the vesting of nonvested stock, 4,503 shares were issued as a result of option exercises, and 29,282 shares were issued to our CEO in lieu of cash salary. | ||||||||||||||||
The impact on our results of operations from share-based compensation for the quarters and nine months ended September 30, 2013, and 2012, was as follows (in thousands): | ||||||||||||||||
Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Research and development | $ | 241 | $ | 255 | $ | 899 | $ | 901 | ||||||||
General and administrative | 526 | 558 | 2,394 | 2,680 | ||||||||||||
Total share-based compensation expense | $ | 767 | $ | 813 | $ | 3,293 | $ | 3,581 | ||||||||
License_Agreements_Notes
License Agreements (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Research and Development [Abstract] | ' |
License, Research, and Other Agreements | ' |
License Agreements | |
In March 2012, we entered into a First Right to Negotiate and Amendment Agreement with GlaxoSmithKline (“GSK”) whereby we granted GSK the first right to negotiate for the purchase of Agenus or certain of our assets and further amended certain existing agreements to clarify certain provisions and grant GSK an additional license and rights thereunder. The first right to negotiate will expire March 2017. Under the terms of the agreement, GSK paid us a nonrefundable payment of $9.0 million, of which $2.5 million is creditable against future manufacturing technology transfer royalty payments. The agreement provides GSK with an additional license to use QS-21 Stimulon in an undisclosed indication and also provides for additional royalty payments for this indication upon commercialization of a vaccine product. Also during March 2012, we received $6.25 million through an amended license of non-core technologies with an existing licensee. This amendment converted the license grant from non-exclusive to exclusive and enabled the licensee to buy-out the current royalty stream structure. As we have no future service obligation under these agreements, we recognized $12.8 million in revenue related to these amendments during the nine months ended September 30, 2012 and included $2.5 million in deferred revenue in our condensed consolidated financial statements. |
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Other Current Liabilities | ' | |||||||
Accrued Liabilities | ||||||||
Accrued liabilities consist of the following as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
30-Sep-13 | December 31, 2012 | |||||||
Professional fees | $ | 1,120 | $ | 919 | ||||
Payroll | 1,470 | 592 | ||||||
Clinical trials | 1,380 | 291 | ||||||
Other | 469 | 366 | ||||||
$ | 4,439 | $ | 2,168 | |||||
Equity
Equity | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Equity | ' |
Equity | |
In February 2013, we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with the holder of our Series A Preferred Stock pursuant to which the holder exchanged all 31,620 of the outstanding shares of our Series A Preferred Stock for an equivalent number of shares of our Series A-1 Preferred Stock. The terms of the Series A-1 Preferred Stock are substantially identical to the Series A Preferred Stock, except that the Series A-1 Preferred Stock accrues a 0.6325% annual dividend, as compared to a 2.5% annual dividend for the Series A Preferred Stock. In exchange for this reduction in dividend obligations, we issued to the holder 666,666 shares of our common stock. The issuance of these shares resulted in a deemed dividend of $2.9 million to the holder, which is reflected in the statement of operations as an adjustment from net loss to net loss attributable to common stockholders. After giving effect to the transactions contemplated by the Exchange Agreement, no shares of Series A Preferred Stock remain outstanding. | |
In April 2013, we issued 2,500,000 shares of our common stock to the holders of our 2006 Notes. See Note H for further detail. | |
During the nine months ended September 30, 2013, we sold an aggregate of approximately 3,726,000 shares of our common stock and received net proceeds of approximately $13.6 million in at the market offerings under our Amended and Restated At Market Sales Issuance Agreement. | |
During September 2013, we sold approximately 3,333,000 shares of the our common stock and warrants to purchase 1,000,000 shares of our common stock in a registered direct public offering raising net proceeds of approximately $9.5 million, after deducting offering expenses. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.3 of a share of common stock. Subject to certain ownership limitations, the warrants will be exercisable beginning six months following issuance and will expire five years from the date they become exercisable, at an exercise price of $3.75 per share. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income, ("ASU 2013-02"). ASU 2013-02 requires entities to disclose items reclassified out of Accumulated Other Comprehensive Income ("AOCI") and into net income in their entirety, the effect of the reclassification on each affected net income line item, and, for AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures. This consolidated standard is effective for annual periods beginning after December 31, 2012 and interim periods within those years. The application of this standard did not have a material impact on our condensed consolidated financial statements. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, ("ASU 2013-11"). ASU 2013-11 amends Accounting Standards Codification 740, Income Taxes, by providing guidance on the financial statement presentation of an unrecognized benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists ("ASC 740"). ASU 2013-11 does not affect the recognition or measurement of uncertain tax positions under ASC 740. ASU 2013-11 will be effective for interim and annual periods beginning after December 15, 2013, with early adoption permitted. We do not expect the adoption of ASU 2013-11 to have any impact on our consolidated financial statements. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
On April 15, 2013, we entered into a Securities Exchange Agreement (the “Exchange”) with the holders of all of our 2006 Notes which were due August 2014 (outstanding principal of $39.0 million). The holders exchanged the 2006 Notes, including all accrued interest thereon, for $10.0 million in cash, 2,500,000 shares of our common stock (for purpose of the Exchange, valued at $4.51 per share) (the “Shares”), and a contractual right to the proceeds of 20% of our revenue interests from certain QS-21 Stimulon partnered programs and a 0.5% royalty on net sales of HerpV. The rights are governed by a Revenue Interests Assignment Agreement dated as of April 15, 2013 between us and the holders of the 2006 Notes. The rights were valued at $19.1 million on April 15, 2013, based on management's estimate with the assistance of a third party valuation and are reflected in the condensed consolidated balance sheet as contingent royalty consideration. We recorded a loss of $3.3 million in non-operating (loss) income based on the Exchange and eliminated $5.6 million of non-controlling interest. | |
In connection with the Exchange, we entered into a Loan and Security Agreement with Silicon Valley Bank for senior secured debt in the aggregate principal amount of $5.0 million (the “SVB Loan”). The SVB Loan bears interest at a rate of 6.75% per annum, payable in cash on the first day of each month. Principal payments of approximately $278,000 are due monthly beginning November 2013 and ending in April 2015. The SVB Loan is secured by a lien against substantially all of our assets and contains a number of restrictions and covenants, including, but not limited to, restrictions and covenants that limit our ability to incur certain additional indebtedness, make certain investments, pay dividends other than dividends required pursuant to pre-existing commitments, make payments on subordinated indebtedness other than regularly scheduled payments of interest, create certain liens, consolidate, merge, sell or otherwise dispose of our assets, and/or change our line of business. The SVB Loan also specifies a number of events of default (some of which are subject to applicable cure periods), including, among other things, covenant defaults, other non-payment defaults, bankruptcy, certain penalties and judgments from a governmental authority, cross-defaults in respect of indebtedness over $50,000, and insolvency defaults. | |
Additionally, any material adverse change with respect to us or our subsidiary, Antigenics Inc., constitutes an event of default. Upon the occurrence of an event of default under the SVB Loan, subject to cure periods in certain circumstances, Silicon Valley Bank may declare all amounts outstanding to be immediately due and payable and may foreclose upon our assets that secure the SVB Loan. During the continuance of an event of default which does not accelerate the maturity of the SVB Loan, interest will accrue at a default rate equal to the otherwise applicable rate plus 5%. We may prepay the SVB Loan at any time, in full, subject to certain notice requirements and a prepayment premium equal to 4% of the outstanding principal amount of the SVB Loan. | |
In addition, in connection with the Exchange, we also entered into a Note Purchase Agreement, dated as of April 15, 2013 with various investors to issue senior subordinated notes (the “Subordinated Notes”) in the aggregate principal amount of $5.0 million and four year warrants to purchase 500,000 unregistered shares of our common stock at an exercise price of $4.41 per share. We recorded a debt discount of $1.1 million based on the relative fair values of the Subordinated Notes and four year warrants. The Subordinated Notes bear interest at a rate of 10% per annum, payable in cash on the first day of each month in arrears and are due April 2015. The Subordinated Notes include default provisions which allow for the acceleration of the principal payment of the Subordinated Notes in the event we become involved in certain bankruptcy proceedings, become insolvent, fail to make a payment of principal or (after a grace period) interest on the Subordinated Notes, default on other indebtedness with an aggregate principal balance of $5 million or more if such default has the effect of accelerating the maturity of such indebtedness, or become subject to a legal judgment or similar order for the payment of money in an amount greater than $5 million if such amount will not be covered by third-party insurance. The debt discount, and issuance costs of approximately $178,000, are being amortized using the effective interest method over two years, the expected life of the SVB Loan and the Subordinated Notes. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Fair Value Measurements [Abstract] | ' | |||||
Fair Value Measurements | ' | |||||
Fair Value Measurements | ||||||
We measure our contingent royalty consideration at fair value. The fair value of our contingent royalty consideration, $19.6 million, is based on significant inputs not observable in the market, which require it to be reported as a Level 3 liability within the fair value hierarchy. The valuation uses assumptions we believe would be made by a market participant. In particular, the valuation analysis used the Income Approach based on the sum of the economic income that an asset is anticipated to produce in the future. In this case that asset is the potential royalty income to be paid to us as a result of certain license agreements for QS-21 Stimulon and the potential net sales generated from HerpV. The fair value of the contingent royalty consideration is estimated by applying a risk adjusted discount rate (11.5%) to the probability adjusted royalty revenue stream based on expected approval dates. These fair value estimates are most sensitive to changes in the probability of regulatory approvals. The Discounted Cash Flow method of the Income Approach was chosen as the method best suited to valuing the contingent royalty consideration. | ||||||
The following table presents our liability measured at fair value using significant unobservable inputs (Level 3) , as of September 30, 2013 (amounts in thousands): | ||||||
Balance, December 31, 2012 | $ | — | ||||
Contingent royalty consideration | 19,091 | |||||
Increase in fair value during the quarter ended September 30, 2013 | 512 | |||||
Balance, September 30, 2013 | $ | 19,603 | ||||
The increase in fair value of the contingent royalty consideration liability is included in non-operating (loss) income in our condensed consolidated statement of operations for the quarter and nine-months ended September 30, 2013. There were no changes in the valuation techniques during the period and there were no transfers into or out of Levels 1 and 2. | ||||||
The estimated fair values of all of our financial instruments, excluding long-term debt, approximate their carrying amounts in the condensed consolidated balance sheets. The fair value of our long-term debt was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. | ||||||
The fair value of the SVB Note and the Subordinated Notes at September 30, 2013, was $10.2 million combined and the fair value of the debt portion of the 2006 Notes as of December 31, 2012, was $32.1 million, both based on the level 2 valuation hierarchy of the fair value measurements standard using a present value methodology. |
Net_Loss_Income_Per_Share_Tabl
Net (Loss) Income Per Share (Tables) | 9 Months Ended | ||||||
Sep. 30, 2013 | |||||||
Net (Loss) Income Per Share [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||
Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: | |||||||
September 30, | |||||||
2013 | 2012 | ||||||
Warrants | 3,642,712 | 3,309,378 | |||||
Stock options | 4,164,965 | 2,769,311 | |||||
Nonvested shares | 147,413 | 257,415 | |||||
Convertible preferred stock | 333,333 | 333,333 | |||||
ShareBased_Compensation_Plans_1
Share-Based Compensation Plans (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Schedule Of Stock Option Activity | ' | |||||||||||||||
A summary of option activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
Outstanding at December 31, 2012 | 2,748,883 | $ | 7.07 | |||||||||||||
Granted | 1,459,900 | 3.41 | ||||||||||||||
Exercised | (4,503 | ) | 3.36 | |||||||||||||
Forfeited | (17,188 | ) | 4.82 | |||||||||||||
Expired | (22,127 | ) | 18.17 | |||||||||||||
Outstanding at September 30, 2013 | 4,164,965 | $ | 5.74 | 7.9 | $ | 23,279 | ||||||||||
Vested or expected to vest at September 30, 2013 | 3,935,396 | $ | 5.87 | 7.9 | $ | 18,408 | ||||||||||
Exercisable at September 30, 2013 | 2,023,191 | $ | 7.58 | 6.5 | $ | 2,069 | ||||||||||
Schedule Of Nonvested Shares | ' | |||||||||||||||
A summary of nonvested stock activity for the nine months ended September 30, 2013 is presented below: | ||||||||||||||||
Nonvested | Weighted | |||||||||||||||
Shares | Average | |||||||||||||||
Grant Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Outstanding at December 31, 2012 | 249,968 | $ | 5.38 | |||||||||||||
Granted | 237,552 | 3.8 | ||||||||||||||
Vested | (339,800 | ) | 4.76 | |||||||||||||
Forfeited | (307 | ) | 6.3 | |||||||||||||
Outstanding at September 30, 2013 | 147,413 | 4.27 | ||||||||||||||
Schedule Of Share-Based Compensation Expense | ' | |||||||||||||||
The impact on our results of operations from share-based compensation for the quarters and nine months ended September 30, 2013, and 2012, was as follows (in thousands): | ||||||||||||||||
Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Research and development | $ | 241 | $ | 255 | $ | 899 | $ | 901 | ||||||||
General and administrative | 526 | 558 | 2,394 | 2,680 | ||||||||||||
Total share-based compensation expense | $ | 767 | $ | 813 | $ | 3,293 | $ | 3,581 | ||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued liabilities consist of the following as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
30-Sep-13 | December 31, 2012 | |||||||
Professional fees | $ | 1,120 | $ | 919 | ||||
Payroll | 1,470 | 592 | ||||||
Clinical trials | 1,380 | 291 | ||||||
Other | 469 | 366 | ||||||
$ | 4,439 | $ | 2,168 | |||||
Fair_Value_Measurements_Fair_v
Fair Value Measurements Fair value measurements (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Fair Value Disclosures [Abstract] | ' | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||
The following table presents our liability measured at fair value using significant unobservable inputs (Level 3) , as of September 30, 2013 (amounts in thousands): | ||||||
Balance, December 31, 2012 | $ | — | ||||
Contingent royalty consideration | 19,091 | |||||
Increase in fair value during the quarter ended September 30, 2013 | 512 | |||||
Balance, September 30, 2013 | $ | 19,603 | ||||
Description_of_Business_Detail
Description of Business (Details) (USD $) | 3 Months Ended | 9 Months Ended | 18 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Apr. 15, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 15, 2015 | Apr. 15, 2013 | Sep. 30, 2013 | Apr. 15, 2013 | Apr. 15, 2013 | Dec. 31, 2012 | Apr. 15, 2013 | Apr. 15, 2013 | Sep. 30, 2013 | |
SVB Note [Member] | SVB Note [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Notes 2006 [Member] | Notes 2006 [Member] | 8% Senior Secured Convertible Notes [Member] | Revenue Interests Assignment Agreement [Member] | Revenue Interests Assignment Agreement [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | ($643,314,707) | ' | ($619,019,367) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | 30,204,928 | 24,757,867 | 21,468,269 | 10,747,951 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt outstanding | ' | 10,200,000 | ' | ' | ' | ' | ' | 5,000,000 | ' | 39,000,000 | 37,500,000 | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | 278,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate | ' | ' | ' | ' | ' | ' | 6.75% | ' | 10.00% | ' | ' | 8.00% | ' | ' |
Repayments of Long-term Debt | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 2,500,000 |
Elimination of noncontrolling interest | ' | 5,580,124 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | $3,322,657 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Loss_Income_Per_Share_Anti
Net (Loss) Income Per Share Antidilutive securities (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,642,712 | 3,309,378 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,164,965 | 2,769,311 |
Nonvested shares [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 147,413 | 257,415 |
Convertible Preferred Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333,333 | 333,333 |
ShareBased_Compensation_Plans_2
Share-Based Compensation Plans (Narrative) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Weighted average grant-date fair value of options granted | $2.49 | $3.94 |
Shares issued from exercise of options | 4,503 | ' |
Employees and directors [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $5,500,000 | ' |
Chief Executive Officer [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Percentage Of Base Compensation Paid From Stock Compensation Plan | 33.00% | ' |
Shares issued to CEO | 29,282 | ' |
Outside Advisors [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 73,000 | ' |
Unrecognized compensation cost options | 86,000 | ' |
2009 EIP [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | '10 | ' |
Common Stock [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Shares issued under ESPP | 26,758 | ' |
Vesting of nonvested shares, shares | 339,800 | ' |
Stock Options [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Unrecognized compensation cost, weighted average period | '2 years 0 months | ' |
Restricted Stock [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 421,000 | ' |
Unrecognized compensation cost, weighted average period | '2 years 11 months | ' |
Instrinsic value of shares vested | $1,300,000 | ' |
Minimum [Member] | 2009 EIP [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Vesting period, minimum | '3 years | ' |
Maximum [Member] | 2009 EIP [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' |
Vesting period, minimum | '4 years | ' |
ShareBased_Compensation_Plans_3
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation [Abstract] | ' |
Options outstanding, beginning balance | 2,748,883 |
Options granted | 1,459,900 |
Options exercised | -4,503 |
Options forfeited | -17,188 |
Options expired | -22,127 |
Options outstanding, ending balance | 4,164,965 |
Options vested or expected to vest | 3,935,396 |
Options exercisable | 2,023,191 |
Options outstanding, weighted average exercise price, beginning balance | $7.07 |
Options granted, weighted average exercise price | $3.41 |
Options exercised, weighted average exercise price | $3.36 |
Options forfeited, weighted average exercise price | $4.82 |
Options expired, weighted average exercise price | $18.17 |
Options outstanding, weighted average exercise price, ending balance | $5.74 |
Options vested or expected to vest, weighted average exercise price | $5.87 |
Options exercisable, weighted average exercise price | $7.58 |
Options outstanding, weighted average remaining contractual term | '7 years 10 months 24 days |
Options vested or expected to vest, weighted average remaining contractual term | '7 years 10 months 24 days |
Options exercisable, weighted average remaining contractual term | '6 years 6 months |
Options outstanding, aggregate intrinsic value | $23,279 |
Options vested or expected to vest, aggregate intrinsic value | 18,408 |
Options exercisable, aggregate intrinsic value | $2,069 |
ShareBased_Compensation_Plans_4
Share-Based Compensation Plans (Summary Of Nonvested Stock Activity) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Share-based Compensation [Abstract] | ' |
Nonvested shares outstanding, beginning balance | 249,968 |
Nonvested shares granted | 237,552 |
Nonvested shares vested | -339,800 |
Nonvested shares forfeited | -307 |
Nonvested shares outstanding, ending balance | 147,413 |
Nonvested shares outstanding, weighted average grant date fair value, beginning balance | $5.38 |
Nonvested shares granted, weighted average grant date fair value | $3.80 |
Nonvested shares vested, weighted average grant date fair value | $4.76 |
Nonvested shares forfeited in Period, Weighted Average Grant Date Fair Value | $6.30 |
Nonvested shares outstanding, weighted average grant date fair value, ending balance | $4.27 |
ShareBased_Compensation_Plans_5
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total share-based compensation expense | $767 | $813 | $3,293 | $3,581 |
Research and Development Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 241 | 255 | 899 | 901 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $526 | $558 | $2,394 | $2,680 |
License_Agreements_Details
License Agreements (Details) (USD $) | 9 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2012 | Mar. 31, 2012 | Mar. 31, 2012 |
GSK First Right to Negotiate Agreement [Member] | Other existing licensee [Member] | ||
Deferred Revenue Arrangement [Line Items] | ' | ' | ' |
Proceeds from negotiation right | ' | $9 | ' |
Proceeds from negotiation right creditable against future royalty payments | 2.5 | 2.5 | ' |
Proceeds from license fees received | ' | ' | 6.25 |
License and services revenue | $12.80 | ' | ' |
Accrued_liabilities_Details
Accrued liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accrued liabilitites [Abstract] | ' | ' |
Professional fees | $1,120,000 | $919,000 |
Payroll | 1,470,000 | 592,000 |
Clinical trials | 1,380,000 | 291,000 |
Other | 469,000 | 366,000 |
Accrued liabilities | $4,439,315 | $2,168,338 |
Equity_Details
Equity (Details) (USD $) | 48 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 9 Months Ended | 2 Months Ended | 9 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Apr. 15, 2017 | Sep. 30, 2013 | Apr. 15, 2013 | Apr. 15, 2013 | Sep. 30, 2013 | Mar. 18, 2013 | Jan. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Revenue Interests Assignment Agreement [Member] | Revenue Interests Assignment Agreement [Member] | Common Stock [Member] | Series A convertible preferred stock | Series A convertible preferred stock | Series A convertible preferred stock | ConvertiblePreferredStockMemberSeriesA1 [Member] | Registered direct offering [Member] | At the market sales [Member] | ||||
Conversion of Equtiy [Member] | ||||||||||||
Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | 0.63% | ' | ' |
Preferred stock, shares issued Series A | ' | 31,620 | ' | ' | ' | ' | ' | 0 | 31,620 | ' | ' | ' |
Common shares issued upon conversion | ' | ' | ' | ' | ' | 666,666 | ' | ' | ' | ' | ' | ' |
Preferred Stock Dividends and Other Adjustments | ' | ' | ' | ' | ' | ' | ' | $2.90 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 2,500,000 | 2,500,000 | ' | ' | ' | ' | ' | 3,333,000 | 3,726,000 |
Proceeds from Issuance of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.50 | $13.60 |
Class of Warrant or Right, Non Exercisable Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' |
Class of Warrant or Right, Term | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | 4.41 | ' | ' | ' | ' | ' | ' | ' | 3.75 | ' |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 9 Months Ended | 48 Months Ended | 3 Months Ended | 18 Months Ended | 24 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||
Apr. 15, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 15, 2017 | Dec. 31, 2012 | Apr. 15, 2013 | Dec. 31, 2012 | Apr. 15, 2013 | Apr. 15, 2015 | Apr. 30, 2015 | Sep. 30, 2013 | Apr. 15, 2013 | Sep. 30, 2013 | Apr. 15, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Notes 2006 [Member] | Notes 2006 [Member] | SVB Note [Member] | SVB Note [Member] | SVB Note [Member] | SVB Note [Member] | Subordinated Notes [Member] | Subordinated Notes [Member] | Revenue Interests Assignment Agreement [Member] | Revenue Interests Assignment Agreement [Member] | QS-21 Stimulon revenue [Member] | HerpV revenue [Member] | ||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | $10,200,000 | ' | ' | ' | $39,000,000 | $37,500,000 | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' |
Repayments of Long-term Debt | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 2,500,000 | ' | ' |
Common stock, par value | ' | $0.01 | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Other | 4.51 | 11,275,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of revenue due under Revenue Interest Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 0.50% |
Contingent royalty consideration | 19,091,000 | 19,603,048 | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | 3,322,657 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Elimination of noncontrolling interest | ' | 5,580,124 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase, Additional Borrowings | ' | 10,000,000 | 0 | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | 6.75% | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | 278,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Cross Default Threshold Amount | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Additional Increase in Percentage Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Prepayment Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 4.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Term | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Other Indebtness Default Threshold Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Legal Judgement Not Covered By Insurance Threshold Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Debt Issuance Cost | ' | $177,802 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Remaining Discount Amortization Period | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 9 Months Ended | |||
Sep. 30, 2013 | Apr. 15, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Long-term Debt, Gross | $10,200,000 | ' | ' | ' |
Contingent royalty consideration | 19,603,048 | 19,091,000 | 0 | 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | 512,000 | ' | ' | ' |
Subordinated Notes [Member] | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Long-term Debt, Gross | 5,000,000 | ' | ' | ' |
Notes 2006 [Member] | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Long-term Debt, Gross | ' | 39,000,000 | 37,500,000 | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Contingent royalty consideration | 19,603,000 | ' | ' | ' |
Level 2 [Member] | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | 10,200,000 | ' | ' | ' |
Convertible notes | ' | ' | 32,100,000 | ' |
Level 2 [Member] | Notes 2006 [Member] | ' | ' | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' |
Convertible notes | ' | ' | $32,100,000 | ' |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Measurements [Abstract] | ' |
Fair Value Inputs, Discount Rate | 11.50% |