Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
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 | ' | 62,679,445 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | $48,270,380 | $27,351,969 |
Short-term investments | 14,545,393 | 0 |
Inventories | 95,700 | 0 |
Accounts receivable | 0 | 1,200 |
Prepaid expenses | 1,131,756 | 658,412 |
Other current assets | 2,988,859 | 162,997 |
Total current assets | 67,032,088 | 28,174,578 |
Plant and equipment, net of accumulated amortization and depreciation of $27,856,858 and $27,637,443 at June 30, 2014 and December 31, 2013, respectively | 4,542,907 | 2,784,845 |
Goodwill | 19,550,840 | 2,572,203 |
Acquired intangible assets, net of accumulated amortization of $219,887 at June 30, 2014 | 7,811,646 | 0 |
Other long-term assets | 1,250,216 | 1,303,855 |
Total assets | 100,187,697 | 34,835,481 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ' | ' |
Current portion, long-term debt | 7,428,701 | 3,518,550 |
Current portion, deferred revenue | 2,528,067 | 1,660,679 |
Accounts payable | 929,905 | 834,740 |
Accrued liabilities | 5,657,929 | 4,215,221 |
Other current liabilities | 2,024,630 | 66,683 |
Total current liabilities | 18,569,232 | 10,295,873 |
Other long-term debt | 0 | 5,347,690 |
Deferred revenue | 3,101,680 | 3,193,809 |
Contingent royalty obligation | 7,360,783 | 18,799,141 |
Contingent purchase price consideration | 10,854,000 | 0 |
Other long-term liabilities | 2,669,293 | 1,679,671 |
Commitments and contingencies | ' | ' |
STOCKHOLDERS’ EQUITY (DEFICIT) | ' | ' |
Common stock, par value $0.01 per share; 140,000,000 and 70,000,000 shares authorized at June 30, 2014 and December 31, 2013, respectively; 62,652,214 and 36,391,191 shares issued at June 30, 2014 and December 31, 2013, respectively | 626,522 | 363,912 |
Additional paid-in capital | 714,088,885 | 644,571,866 |
Treasury stock, at cost; 0 and 43,490 shares of common stock at June 30, 2014 and December 31, 2013, respectively | 0 | -324,792 |
Accumulated other comprehensive income | 135,637 | 0 |
Accumulated deficit | -657,218,682 | -649,092,036 |
Total stockholders’ equity (deficit) | 57,632,709 | -4,480,703 |
Total liabilities and stockholders’ equity (deficit) | 100,187,697 | 34,835,481 |
Series A-1 convertible preferred stock [Member] | ' | ' |
STOCKHOLDERS’ EQUITY (DEFICIT) | ' | ' |
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized at June 30, 2014 and December 31, 2013: | 316 | 316 |
Series B2 convertible preferred stock | ' | ' |
STOCKHOLDERS’ EQUITY (DEFICIT) | ' | ' |
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized at June 30, 2014 and December 31, 2013: | $31 | $31 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Plant and equipment, accumulated amortization and depreciation | $27,856,858 | $27,637,443 |
Accumulated Amortization | 219,887 | 0 |
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 | 140,000,000 | 70,000,000 |
Common stock, shares issued | 62,652,214 | 36,391,191 |
Treasury stock, shares | 0 | 43,490 |
Series A-1 convertible preferred stock, liquidation value | $32,371,737 | ' |
Series A convertible preferred stock | ' | ' |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Series A-1 convertible preferred stock [Member] | ' | ' |
Convertible preferred stock, shares designated | 31,620 | 31,620 |
Preferred stock, shares outstanding | 31,620 | 31,620 |
Preferred stock, shares issued | 31,620 | 31,620 |
Series B-2 convertible preferred stock [Member] | ' | ' |
Convertible preferred stock, shares designated | 3,105 | 3,105 |
Preferred stock, shares outstanding | 3,105 | 3,105 |
Preferred stock, shares issued | 3,105 | 3,105 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue: | ' | ' | ' | ' |
Service revenue | $0 | $320,536 | $0 | $1,045,760 |
Grant revenue | 29,970 | 0 | 58,738 | 0 |
Research and development revenue | 3,044,118 | 486,860 | 3,736,206 | 870,877 |
Total revenues | 3,074,088 | 807,396 | 3,794,944 | 1,916,637 |
Operating expenses: | ' | ' | ' | ' |
Cost of service revenue | 0 | -176,681 | 0 | -449,457 |
Research and development | -5,222,704 | -3,316,763 | -9,695,237 | -5,870,885 |
General and administrative | -5,847,356 | -4,642,238 | -11,290,115 | -7,533,779 |
Contingent purchase price consideration fair value adjustment | -224,000 | 0 | -1,133,000 | 0 |
Operating loss | -8,219,972 | -7,328,286 | -18,323,408 | -11,937,484 |
Other income (expense): | ' | ' | ' | ' |
Non-operating income (expense) | 754,363 | -3,322,657 | 10,576,829 | -3,319,777 |
Interest expense, net | -296,126 | -490,684 | -651,935 | -1,719,387 |
Net loss | -7,761,735 | -11,141,627 | -8,398,514 | -16,976,648 |
Dividends on Series A and A-1 convertible preferred stock | -51,107 | -50,785 | -102,133 | -3,057,971 |
Net loss attributable to common stockholders | -7,812,842 | -11,192,412 | -8,500,647 | -20,034,619 |
Per common share data: | ' | ' | ' | ' |
Basic and diluted net loss attributable to common stockholders | ($0.12) | ($0.40) | ($0.15) | ($0.76) |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic and diluted | 62,607,779 | 27,845,705 | 56,615,583 | 26,466,358 |
Foreign currency translation (loss) gain | -81,733 | 0 | 133,684 | 0 |
Unrealized gain on investments | 1,953 | 0 | 1,953 | 0 |
Other comprehensive (loss) income | -79,780 | 0 | 135,637 | 0 |
Comprehensive loss | ($7,892,622) | ($11,192,412) | ($8,365,010) | ($20,034,619) |
Comprehensive_income_loss_Stat
Comprehensive income (loss) Statement (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | ($81,733) | $0 | $133,684 | $0 |
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax | 1,953 | 0 | 1,953 | 0 |
Other Comprehensive Income (Loss), Net of Tax | ($79,780) | $0 | $135,637 | $0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($8,398,514) | ($16,976,648) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 589,407 | 311,993 |
Share-based compensation | 2,422,244 | 2,526,026 |
Noncash interest expense | 306,881 | 1,541,723 |
Loss on disposal of assets | 1,150 | 17,944 |
Change in fair value of contingent obligations | -10,512,858 | 0 |
Loss on extinguishment of debt | 0 | 3,322,657 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | 1,200 | 349,847 |
Inventories | -95,700 | 11,999 |
Prepaid expenses | -88,132 | -192,880 |
Accounts payable | -562,062 | -242,106 |
Deferred revenue | -1,229,554 | -868,831 |
Accrued liabilities and other current liabilities | 544,269 | 409,264 |
Other operating assets and liabilities | -2,598,582 | 230,977 |
Net cash used in operating activities | -19,620,251 | -9,558,035 |
Cash flows from investing activities: | ' | ' |
Cash acquired in acquisition | 514,470 | 0 |
Purchases of plant and equipment | -771,097 | -591,378 |
Payments to Acquire Available-for-sale Securities | -14,543,440 | 0 |
Net cash used in investing activities | -14,800,067 | -591,378 |
Cash flows from financing activities: | ' | ' |
Net proceeds from sales of equity | 56,792,252 | 2,274,768 |
Proceeds from employee stock purchases | 84,271 | 50,568 |
Financing of property and equipment | -24,114 | -21,452 |
Debt Issuance Cost | 0 | -177,802 |
Proceeds from Issuance of Debt | 0 | 10,000,000 |
Proceeds from (Repayments of) Debt | -1,666,667 | -10,000,000 |
Net cash provided by financing activities | 55,185,742 | 2,126,082 |
Effect of exchange rate changes on cash | 152,987 | 0 |
Net increase (decrease) in cash and cash equivalents | 20,918,411 | -8,023,331 |
Cash and cash equivalents, beginning of period | 27,351,969 | 21,468,269 |
Cash and cash equivalents, end of period | 48,270,380 | 13,444,938 |
Supplemental cash flow information: | ' | ' |
Cash paid for interest | 367,155 | 152,747 |
Non-cash investing and financing activity: | ' | ' |
Deemed dividend on Series A convertible preferred stock | 0 | 2,906,664 |
Issuance of common stock, $0.01 par value, for acquisition of 4-Antibody AG | 10,102,259 | 0 |
Contingent purchase price consideration issued in connection with the acquisition of 4-Antibody AG | 9,721,000 | 0 |
Issuance of common stock, $0.01 par value, as payment of long-term debt | 953,765 | 11,275,000 |
Conversion Of Notes Payable To Future Royalties | 0 | 19,090,658 |
Elimination of noncontrolling interest | $0 | $5,580,124 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | Jun. 30, 2014 | 8-May-14 | Feb. 12, 2014 | Dec. 31, 2013 | Apr. 15, 2013 |
Supplemental Cash Flow Elements [Abstract] | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 | $0.01 | $0.01 | $0.01 |
Description_of_Business
Description of Business | 6 Months Ended |
Jun. 30, 2014 | |
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 an immuno-oncology company developing a portfolio of checkpoint modulators (CPMs), heat shock protein peptide-based vaccines and adjuvants. | |
Our core technology portfolio consists of our Retrocyte Display® Technology Platform and Checkpoint Modulator Antibody Programs, our Heat Shock Protein ("HSP")-Based Platform, and our Saponin Adjuvant Platform. | |
Our Retrocyte Display® Technology Platform and Checkpoint Modulator Antibody Programs (CPM antibody programs) became part of our technology portfolio through our acquisition of 4-Antibody AG ("4-AB") in February 2014 (see Note C). We have developed a powerful fully-human and humanized monoclonal antibody drug discovery and optimization technology platform that we are using to develop a novel pipeline of antibody therapeutic drug candidates. Our proprietary discovery engine Retrocyte Display® uses a high-throughput approach incorporating IgG format human antibody libraries express in mammalian B-lineage cells. Our CPM antibody programs target GITR, OX40, CTLA-4, LAG-3, TIM-3 and PD-1. | |
Within our HSP Based Platform are our heat shock protein vaccines, Prophage Series for cancer and HerpV for infectious diseases, both currently in Phase 2 studies. Derived from each patient’s individual tumor, our Prophage Series vaccines contain the antigenic fingerprint of the patient’s particular cancer and are designed to reprogram the body’s immune system to target only the cancer cells bearing this fingerprint. Prophage Series vaccines are currently being studied both newly diagnosed and recurrent glioblastoma multiforme, or GBM. Our HerpV vaccine is comprised of recombinant human heat shock protein-70 complexed with 32 distinct synthetic peptides from the herpes simplex virus-2 proteome. This vaccine is being evaluated in a Phase 2 trial in patients with genital herpes. | |
Within our Saponin Adjuvant Platform is our QS-21 Stimulon® adjuvant, or QS-21 Stimulon, which, we believe, is one of the most widely tested vaccine adjuvants in clinical development. QS-21 Stimulon is designed to strengthen the body’s immune response to a vaccine’s antigen, potentially increasing the vaccine’s potency. QS-21 Stimulon is a key component in the development of several investigational vaccines across a wide variety of infectious diseases and therapeutic vaccines intended to treat cancer and degenerative disorders. Our QS-21 Stimulon is extensively partnered with GlaxoSmithKline (GSK) and JANSSEN Alzheimer Immunotherapy and includes several candidates in Phase 2 and Phase 3 clinical trials. If any of our partners’ products containing QS-21 Stimulon successfully complete clinical development and receive approval of commercial sale, we are generally entitled to receive milestone payments as well as royalties on product sales for ten years after commercial launch, with some exceptions. | |
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 the internal development of our product candidates, we continue to pursue collaborative, out-licensing and/or partnering opportunities for our portfolio programs and product candidates, as well as explore in-licensing, acquisitions and collaborative arrangements in areas of synergy with our existing programs. | |
We have incurred significant losses since our inception. As of June 30, 2014, we had an accumulated deficit of $657.2 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, cash equivalents, and short-term investment balance of $62.8 million as of June 30, 2014, plus potential proceeds from our existing license, supply, and collaborative agreements, will be sufficient to satisfy our liquidity requirements through the first half of 2015. 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) pursuing collaborative, out-licensing and/or partnering opportunities for our portfolio programs and product candidates with 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 substantial out-licensing or partnering arrangements for our Retrocyte Display® Technology Platform, CPM antibody programs, HerpV and the Prophage Series vaccines, and vaccines containing QS-21 Stimulon under development by our licensees. Our long term success will also be dependent on the successful identification, development and commercialization of potential other product candidates, each of which will require additional capital with no certainty of timing or probability of success. 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. | |
Our 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 research and 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 our CPM antibody programs are preclinical, 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 or, the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements. Therefore, we cannot predict if or when 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. | |
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 six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. 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, 2013 filed with the Securities and Exchange Commission. | |
For our subsidiary 4-AB, which operates in Switzerland and Germany, the local currency is the functional currency. Assets and liabilities of 4-AB are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive income in total stockholders’ equity. | |
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) | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
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, convertible preferred stock, and convertible notes. 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 because they would be anti-dilutive: | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Warrants | 2,951,450 | 2,642,712 | |||||
Stock options | 6,995,648 | 3,705,012 | |||||
Nonvested shares | 87,202 | 130,136 | |||||
Convertible preferred stock | 333,333 | 333,333 | |||||
4Antibody_Acquisition_Notes
4-Antibody Acquisition (Notes) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Business Combination Disclosure [Text Block] | ' | |||||||
Note C - 4-Antibody Acquisition | ||||||||
On January 10, 2014, we entered into a Share Exchange Agreement providing for our acquisition of all of the outstanding capital stock of 4-AB, from the shareholders of 4-AB (the “4-AB Shareholders”). The transaction closed on February 12, 2014 (the "Closing Date"). In exchange for their shares, the 4-AB Shareholders received an aggregate of 3,334,079 shares of our common stock paid upon closing and valued at $10.1 million. Contingent milestone payments of up to $40 million (the "contingent purchase price consideration"), payable in cash or shares of our common stock at our option, will be due to the 4-AB Shareholders as follows (i) $20 million upon our market capitalization exceeding $300 million for ten consecutive trading days prior to the earliest of (a) the fifth anniversary of the Closing Date (b) the sale of the 4-AB or (c) the sale of Agenus, (ii) $10 million upon our market capitalization exceeding $750 million for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date (b) the sale of 4-AB or (c) the sale of Agenus, and (iii) $10 million upon our market capitalization exceeding $1.0 billion for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date (b) the sale of 4-AB or (c) the sale of Agenus. We assigned an estimated preliminary fair value of $9.7 million to the contingent purchase price consideration. This acquisition provided us with the Retrocyte Display® Technology Platform for the rapid discovery and optimization of fully-human and humanized monoclonal antibodies against a wide array of molecular targets and a portfolio CPM antibodies. | ||||||||
The acquisition of 4-AB was accounted for under the acquisition method of accounting. The purchase price of approximately $19.8 million has been allocated to the tangible and intangible assets acquired and liabilities assumed. The fair value estimate of assets acquired and liabilities assumed is pending completion and final review by our management. Primary areas yet to be finalized include the fair value of certain tangible assets acquired and liabilities assumed, and the valuation of intangible assets acquired. The final purchase price allocation may differ from that presented below due to adjustments that may result from completion of the valuation of the assets acquired and liabilities assumed. | ||||||||
The following table summarizes the purchase price of the 4-AB acquisition, the identified assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||
Assets acquired: | ||||||||
Cash | $ | 514 | ||||||
Other current assets | 600 | |||||||
Plant and equipment | 1,340 | |||||||
In-process research and development | 2,100 | |||||||
Patented technology | 5,700 | |||||||
Other finite-lived intangible | 190 | |||||||
Goodwill | 16,891 | |||||||
Total assets | 27,335 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 649 | |||||||
Other current liabilities | 2,889 | |||||||
Convertible notes | 1,142 | |||||||
Deferred revenue | 1,890 | |||||||
Deferred tax liability | 420 | |||||||
Other long-term liabilities | 522 | |||||||
Total liabilities | 7,512 | |||||||
Total purchase price | $ | 19,823 | ||||||
The estimated fair value of the in-process research and development ("IPR&D") and patented technology was determined using the income approach and the relief from royalty rate method, respectively, using significant inputs, including an 18% discount rate, that are not observable. We consider the fair value of the IPR&D and patented technology to be Level 3 due to the significant estimates and assumptions used by management in establishing the estimated fair values. | ||||||||
All of the convertible notes assumed by us in the acquisition were converted into approximately 383,000 shares of our common stock on May 8, 2014. | ||||||||
The following table summarizes the supplemental statements of operations information on an unaudited pro forma basis as if the 4-AB acquisition had occurred on January 1, 2013 (in thousands except per share data): | ||||||||
Six months ended June 30, | ||||||||
2014 | 2013 | |||||||
Pro forma revenues | $ | 4,000 | $ | 4,343 | ||||
Pro forma net loss attributable to common stockholders | $ | (9,093 | ) | $ | (21,526 | ) | ||
Basic and diluted pro forma net loss attributable to common stockholders per share | $ | (0.15 | ) | $ | (0.72 | ) | ||
The pro forma results presented above are for illustrative purposes only for the periods presented and do not purport to be indicative of the actual results which would have occurred had the transaction been completed as of the beginning of the period, nor are they indicative of results of operations which may occur in the future. For the six months ended June 30, 2014, revenues and net loss related to 4-AB of $961,000 and $3.5 million, respectively, are included in our condensed consolidated statement of operations and comprehensive loss. For the three months ended June 30, 2014, revenues and net loss related to 4-AB are $659,000 and $1.9 million, respectively. |
Goodwill_and_other_intangibles
Goodwill and other intangibles (Notes) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||
Goodwill and Acquired Intangible assets | ||||||||||||||
The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2014 (in thousands): | ||||||||||||||
Balance, December 31, 2013 | $ | 2,572 | ||||||||||||
Goodwill from 4-AB acquisition | 16,891 | |||||||||||||
Foreign currency translation adjustment | 88 | |||||||||||||
Balance, June 30, 2014 | $ | 19,551 | ||||||||||||
Acquired intangible assets consisted of the following at June 30, 2014 (in thousands): | ||||||||||||||
Amortization period (years) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
Intellectual Property | 15 years | $ | 4,826 | $ | (121 | ) | $ | 4,705 | ||||||
Trademarks | 4.5 years | 905 | (75 | ) | 830 | |||||||||
Other | 3 years | 191 | (24 | ) | 167 | |||||||||
In-process research and development | Indefinite | 2,110 | — | 2,110 | ||||||||||
Total | $ | 8,032 | $ | (220 | ) | $ | 7,812 | |||||||
The weighted average amortization period of our finite-lived intangible assets is 13 years. Amortization expense related to acquired intangibles is estimated at $293,000 for the balance of 2014, $586,000 for each of the years ending 2015 and 2016, $531,000 for the year ending 2017, $448,000 for the year ending 2018, and $322,000 for each of the years 2019-2028, and $38,000 for the year ending 2029. | ||||||||||||||
The acquired IPR&D asset relates to the six pre-clinical CPM antibody programs acquired in the transaction. IPR&D acquired in a business combination is capitalized at fair value until the underlying project is completed and is subject to impairment testing. Once the project is completed, the carrying value of IPR&D is amortized over the estimated useful life of the asset. Post-acquisition research and development expenses related to the acquired IPR&D are expensed as incurred. |
ShareBased_Compensation_Plans_
Share-Based Compensation Plans (Notes) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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 six months ended June 30, 2014 is presented below: | ||||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
Outstanding at December 31, 2013 | 4,163,100 | $ | 5.72 | |||||||||||||
Granted | 2,976,400 | 3.01 | ||||||||||||||
Exercised | (12,781 | ) | 3.41 | |||||||||||||
Forfeited | (68,045 | ) | 3.8 | |||||||||||||
Expired | (63,026 | ) | 13.86 | |||||||||||||
Outstanding at June 30, 2014 | 6,995,648 | $ | 4.52 | 8.3 | $ | 884,687 | ||||||||||
Vested or expected to vest at June 30, 2014 | 6,250,015 | $ | 4.69 | 8.1 | $ | 665,567 | ||||||||||
Exercisable at June 30, 2014 | 2,848,648 | $ | 6.31 | 6.7 | $ | 110,445 | ||||||||||
The weighted average grant-date fair values of stock options granted during the six months ended June 30, 2014 and 2013, were $1.82 and $2.64, respectively. | ||||||||||||||||
As of June 30, 2014, $6.5 million of total unrecognized compensation cost, $390,000 of which pertains to performance awards for which performance has not yet been achieved, related to stock options granted to employees and directors is expected to be recognized over a weighted average period of 2.4 years. | ||||||||||||||||
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 six months ended June 30, 2014 is presented below: | ||||||||||||||||
Nonvested | Weighted | |||||||||||||||
Shares | Average | |||||||||||||||
Grant Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Outstanding at December 31, 2013 | 147,274 | $ | 3.99 | |||||||||||||
Granted | — | — | ||||||||||||||
Vested | (43,864 | ) | 4.32 | |||||||||||||
Forfeited | (16,208 | ) | 3.4 | |||||||||||||
Outstanding at June 30, 2014 | 87,202 | |||||||||||||||
As of June 30, 2014, there was $236,000 of unrecognized share-based compensation expense related to these nonvested shares awarded to employees expected to be recognized over a weighted average period of 2.4 years. As of June 30, 2014, unrecognized expense for nonvested shares awarded to outside advisors is $27,000. The total intrinsic value of shares vested during the six months ended June 30, 2014, was $141,000. | ||||||||||||||||
We issue new shares upon stock option exercises, purchases of stock under our 2009 Employee Stock Purchase Plan, vesting of nonvested stock, issuances under the DDCP, and in lieu of approximately 33% of the base salary of our Chief Executive Officer. During the six months ended June 30, 2014, 18,149 shares were issued under the 2009 Employee Stock Purchase Plan, 43,864 shares were issued as a result of the vesting of nonvested stock, 12,781 shares were issued as a result of stock option exercises, and 25,989 shares were issued to our Chief Executive Officer in lieu of cash salary. Effective June 2014, our Chief Executive Officer will no longer receive shares of our stock in lieu of base salary. | ||||||||||||||||
The impact on our results of operations from share-based compensation for the six months ended June 30, 2014, and 2013, was as follows (in thousands): | ||||||||||||||||
Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Research and development | $ | 407 | $ | 442 | $ | 662 | $ | 658 | ||||||||
General and administrative | 1,060 | 1,375 | 1,760 | 1,868 | ||||||||||||
Total share-based compensation expense | $ | 1,467 | $ | 1,817 | $ | 2,422 | $ | 2,526 | ||||||||
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Other Current Liabilities | ' | |||||||
Accrued and Other Current Liabilities | ||||||||
Accrued liabilities consist of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
30-Jun-14 | December 31, 2013 | |||||||
Professional fees | $ | 2,183 | $ | 1,121 | ||||
Payroll | 1,727 | 1,635 | ||||||
Clinical trials | 821 | 1,021 | ||||||
Other | 927 | 438 | ||||||
$ | 5,658 | $ | 4,215 | |||||
Other current liabilities consist of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Due to collaborator | $ | 1,375 | $ | — | ||||
Other | 650 | 67 | ||||||
$ | 2,025 | $ | 67 | |||||
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Fair Value Measurements [Abstract] | ' | ||||
Fair Value Measurements | ' | ||||
Fair Value Measurements | |||||
We measure our short-term investments, contingent royalty obligation and contingent purchase price consideration at fair value. Our short-term investments are comprised solely of U.S. Treasury securities that are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized as Level 1 liabilities. | |||||
The fair values of our contingent royalty obligation and our contingent purchase price consideration, $7.4 million and $10.9 million, respectively, are based on significant inputs not observable in the market, which require them 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 for the royalty obligation 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 obligation is estimated by applying a risk adjusted discount rate (12.5%) 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 obligation. | |||||
The fair value of our purchase price consideration is based on estimates from Monte Carlo simulation of our market capitalization. Market capitalization was evolved using a geometric brownian motion, calculated daily for the life of the contingent purchase price consideration. | |||||
The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3) , as of June 30, 2014 (amounts in thousands): | |||||
Balance, December 31, 2013 | $ | 18,799 | |||
Contingent purchase price consideration | 9,721 | ||||
Change in fair value of contingent royalty obligation during the period | (11,438 | ) | |||
Change in fair value of contingent purchase price consideration during the period | 1,133 | ||||
Balance, June 30, 2014 | $ | 18,215 | |||
The decrease in fair value of the contingent royalty obligation liability is included in non-operating (loss) income in our condensed consolidated statement of operations for the periods ended June 30, 2014, and related primarily to the termination by GSK of its Phase 3 clinical trial of a vaccine using our QS-21 Stimulon adjuvant in patients with non-small cell lung cancer. 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 our long-term debt at June 30, 2014 and December 31, 2013, was $7.9 million and $9.6 million respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology. The principal value of our long-term debt at June 30, 2014 and December 31, 2013 was $7.9 million and $9.6 million, respectively. | |||||
In connection with the acquisition of 4-AB, we assumed convertible notes which upon a change of control of 4-AB had the ability to convert into shares of our common stock. All of the convertible notes assumed in connection with the acquisition of 4-AB were converted into approximately 383,000 shares of our common stock on May 8, 2014. We have elected to account for these convertible notes using fair value as a Level 1 liability. The fair value of our convertible notes on the date of settlement was approximately $954,000. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Equity | ' |
Equity | |
In February 2014, we issued and sold 22,236,000 shares of our common stock in a public underwritten offering. Net proceeds after deducting offering expenses were approximately $56.2 million. This offering was made under an effective shelf registration statement and proceeds from the offering will be used for general corporate purposes. | |
In February 2014, our Board of Directors retired 43,490 shares of our treasury stock then outstanding and returned those shares to authorized and unissued shares of our common stock. | |
We issued an aggregate of 3,334,079 shares of our common stock in exchange for all of the outstanding capital stock of 4-AB as detailed in Note C. | |
On April 24, 2014, we amended our certificate of incorporation to increase the authorized number of shares of our common stock from 70,000,000 to 140,000,000 shares. | |
All of the convertible notes assumed in connection with the acquisition of 4-AB were converted into approximately 383,000 shares of our common stock on May 8, 2014. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
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. The adoption of ASU 2013-11 did not have any impact on our consolidated financial statements. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, ("ASU 2014-09"). ASU 2014-09 amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. This new standard provides a five step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosures pertaining to revenue recognition in both interim and annual periods. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2016. We are currently evaluating the potential impact that ASU 2014-09 may have on our financial position and results of operations. |
Net_Loss_Income_Per_Share_Tabl
Net (Loss) Income Per Share (Tables) | 6 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Net (Loss) Income Per Share [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table 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, convertible preferred stock, and convertible notes. 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 because they would be anti-dilutive: | |||||||
June 30, | |||||||
2014 | 2013 | ||||||
Warrants | 2,951,450 | 2,642,712 | |||||
Stock options | 6,995,648 | 3,705,012 | |||||
Nonvested shares | 87,202 | 130,136 | |||||
Convertible preferred stock | 333,333 | 333,333 | |||||
4Antibody_Acquisition_Tables
4-Antibody Acquisition (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | |||||||
The following table summarizes the purchase price of the 4-AB acquisition, the identified assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||
Assets acquired: | ||||||||
Cash | $ | 514 | ||||||
Other current assets | 600 | |||||||
Plant and equipment | 1,340 | |||||||
In-process research and development | 2,100 | |||||||
Patented technology | 5,700 | |||||||
Other finite-lived intangible | 190 | |||||||
Goodwill | 16,891 | |||||||
Total assets | 27,335 | |||||||
Liabilities assumed: | ||||||||
Accounts payable | 649 | |||||||
Other current liabilities | 2,889 | |||||||
Convertible notes | 1,142 | |||||||
Deferred revenue | 1,890 | |||||||
Deferred tax liability | 420 | |||||||
Other long-term liabilities | 522 | |||||||
Total liabilities | 7,512 | |||||||
Total purchase price | $ | 19,823 | ||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||
The following table summarizes the supplemental statements of operations information on an unaudited pro forma basis as if the 4-AB acquisition had occurred on January 1, 2013 (in thousands except per share data): | ||||||||
Six months ended June 30, | ||||||||
2014 | 2013 | |||||||
Pro forma revenues | $ | 4,000 | $ | 4,343 | ||||
Pro forma net loss attributable to common stockholders | $ | (9,093 | ) | $ | (21,526 | ) | ||
Basic and diluted pro forma net loss attributable to common stockholders per share | $ | (0.15 | ) | $ | (0.72 | ) |
Goodwill_and_other_intangibles1
Goodwill and other intangibles (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||
The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2014 (in thousands): | ||||||||||||||
Balance, December 31, 2013 | $ | 2,572 | ||||||||||||
Goodwill from 4-AB acquisition | 16,891 | |||||||||||||
Foreign currency translation adjustment | 88 | |||||||||||||
Balance, June 30, 2014 | $ | 19,551 | ||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||
Acquired intangible assets consisted of the following at June 30, 2014 (in thousands): | ||||||||||||||
Amortization period (years) | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||||||
Intellectual Property | 15 years | $ | 4,826 | $ | (121 | ) | $ | 4,705 | ||||||
Trademarks | 4.5 years | 905 | (75 | ) | 830 | |||||||||
Other | 3 years | 191 | (24 | ) | 167 | |||||||||
In-process research and development | Indefinite | 2,110 | — | 2,110 | ||||||||||
Total | $ | 8,032 | $ | (220 | ) | $ | 7,812 | |||||||
ShareBased_Compensation_Plans_1
Share-Based Compensation Plans (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Schedule Of Stock Option Activity | ' | |||||||||||||||
A summary of option activity for the six months ended June 30, 2014 is presented below: | ||||||||||||||||
Options | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | ||||||||||||||
Price | Contractual | |||||||||||||||
Term | ||||||||||||||||
(in years) | ||||||||||||||||
Outstanding at December 31, 2013 | 4,163,100 | $ | 5.72 | |||||||||||||
Granted | 2,976,400 | 3.01 | ||||||||||||||
Exercised | (12,781 | ) | 3.41 | |||||||||||||
Forfeited | (68,045 | ) | 3.8 | |||||||||||||
Expired | (63,026 | ) | 13.86 | |||||||||||||
Outstanding at June 30, 2014 | 6,995,648 | $ | 4.52 | 8.3 | $ | 884,687 | ||||||||||
Vested or expected to vest at June 30, 2014 | 6,250,015 | $ | 4.69 | 8.1 | $ | 665,567 | ||||||||||
Exercisable at June 30, 2014 | 2,848,648 | $ | 6.31 | 6.7 | $ | 110,445 | ||||||||||
Schedule Of Nonvested Shares | ' | |||||||||||||||
A summary of nonvested stock activity for the six months ended June 30, 2014 is presented below: | ||||||||||||||||
Nonvested | Weighted | |||||||||||||||
Shares | Average | |||||||||||||||
Grant Date | ||||||||||||||||
Fair Value | ||||||||||||||||
Outstanding at December 31, 2013 | 147,274 | $ | 3.99 | |||||||||||||
Granted | — | — | ||||||||||||||
Vested | (43,864 | ) | 4.32 | |||||||||||||
Forfeited | (16,208 | ) | 3.4 | |||||||||||||
Outstanding at June 30, 2014 | 87,202 | |||||||||||||||
Schedule Of Share-Based Compensation Expense | ' | |||||||||||||||
The impact on our results of operations from share-based compensation for the six months ended June 30, 2014, and 2013, was as follows (in thousands): | ||||||||||||||||
Quarter Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Research and development | $ | 407 | $ | 442 | $ | 662 | $ | 658 | ||||||||
General and administrative | 1,060 | 1,375 | 1,760 | 1,868 | ||||||||||||
Total share-based compensation expense | $ | 1,467 | $ | 1,817 | $ | 2,422 | $ | 2,526 | ||||||||
Accrued_and_Other_Current_Liab1
Accrued and Other Current Liabilities (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Other Liabilities Disclosure [Abstract] | ' | |||||||
Schedule of Accrued Liabilities [Table Text Block] | ' | |||||||
Accrued liabilities consist of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
30-Jun-14 | December 31, 2013 | |||||||
Professional fees | $ | 2,183 | $ | 1,121 | ||||
Payroll | 1,727 | 1,635 | ||||||
Clinical trials | 821 | 1,021 | ||||||
Other | 927 | 438 | ||||||
$ | 5,658 | $ | 4,215 | |||||
Other Current Liabilities [Table Text Block] | ' | |||||||
Other current liabilities consist of the following as of June 30, 2014 and December 31, 2013 (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Due to collaborator | $ | 1,375 | $ | — | ||||
Other | 650 | 67 | ||||||
$ | 2,025 | $ | 67 | |||||
Fair_Value_Measurements_Fair_v
Fair Value Measurements Fair value measurements (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Fair Value Disclosures [Abstract] | ' | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||
The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3) , as of June 30, 2014 (amounts in thousands): | |||||
Balance, December 31, 2013 | $ | 18,799 | |||
Contingent purchase price consideration | 9,721 | ||||
Change in fair value of contingent royalty obligation during the period | (11,438 | ) | |||
Change in fair value of contingent purchase price consideration during the period | 1,133 | ||||
Balance, June 30, 2014 | $ | 18,215 | |||
Description_of_Business_Detail
Description of Business (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Debt Instruments [Abstract] | ' | ' |
Accumulated deficit | ($657,218,682) | ($649,092,036) |
Cash, Cash Equivalents, and Short-term Investments | $62,800,000 | ' |
Net_Loss_Income_Per_Share_Anti
Net (Loss) Income Per Share Antidilutive securities (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,951,450 | 2,642,712 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,995,648 | 3,705,012 |
Nonvested shares [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 87,202 | 130,136 |
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 |
4Antibody_Acquisition_Narrativ
4-Antibody Acquisition (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | 8-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 12, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
4-antibody acquisition [Member] | 4-antibody acquisition [Member] | 4-antibody acquisition [Member] | 4-antibody acquisition [Member] | Contingent Milestone 1 [Member] | Contingent Milestone 2 [Member] | Contingent Milestone 3 [Member] | ||||||
4-antibody acquisition [Member] | 4-antibody acquisition [Member] | 4-antibody acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | ' | ' | ' | ' | 3,334,079 | ' | ' | ' | ' |
Issuance of common stock, $0.01 par value, for acquisition of 4-Antibody AG | ' | ' | $10,102,259 | $0 | ' | ' | ' | $10,100,000 | ' | ' | ' | ' |
Contingent Consideration | ' | ' | ' | ' | ' | ' | 40,000,000 | 40,000,000 | ' | 20,000,000 | 10,000,000 | 10,000,000 |
Market Capitalization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | 750,000,000 | 1,000,000,000 |
Consecutive Trading Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | '30 days | '30 days |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | 10,854,000 | ' | 10,854,000 | ' | 0 | ' | ' | ' | 9,700,000 | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | 19,800,000 | ' | ' | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | 12.50% | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 383,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | ' | ' | 4,000,000 | 4,343,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | 9,093,000 | 21,526,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Earnings Per Share, Basic | ' | ' | ($0.15) | ($0.72) | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | 3,074,088 | 807,396 | 3,794,944 | 1,916,637 | ' | ' | 659,000 | 961,000 | ' | ' | ' | ' |
Net Loss from Subsidiaries | ' | ' | ' | ' | ' | ' | ($1,900,000) | ($3,500,000) | ' | ' | ' | ' |
4Antibody_Acquisition_Purchase
4-Antibody Acquisition (Purchase Price Allocation) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 12, 2014 |
4-antibody acquisition [Member] | |||
Assets acquired: | ' | ' | ' |
Cash | ' | ' | $514,000 |
Other current assets | ' | ' | 600,000 |
Plant and equipment | ' | ' | 1,340,000 |
In-Process research and development | ' | ' | 2,100,000 |
Patented technology | ' | ' | 5,700,000 |
Other finite-lived intangible | ' | ' | 190,000 |
Goodwill | 19,550,840 | 2,572,203 | 16,891,000 |
Total assets | ' | ' | 27,335,000 |
Liabilities assumed: | ' | ' | ' |
Accounts payable | ' | ' | 649,000 |
Other current liabilities | ' | ' | 2,889,000 |
Convertible notes | ' | ' | 1,142,000 |
Deferred revenue | ' | ' | 1,890,000 |
Deferred tax liability | ' | ' | 420,000 |
Other long-term liabilities | ' | ' | 522,000 |
Total liabilities | ' | ' | 7,512,000 |
Total purchase price | ' | ' | $19,823,000 |
Goodwill_and_other_intangibles2
Goodwill and other intangibles (Narrative) (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '13 years |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $293 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 586 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 531 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 448 |
Finite-Lived Intangible Assets, Amortization Expense, Years Five Through Fourteen | 322 |
Finite-Lived Intangible Assets, Amortization Expense, Year Fifteen | $38 |
Goodwill_and_other_intangibles3
Goodwill and other intangibles (Schedule of Changes in Goodwill) (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Goodwill [Roll Forward] | ' |
Beginning balance | $2,572,203 |
Goodwill from 4-AB acquisition | 16,891,000 |
Foreign currency translation adjustment | 88,000 |
Ending balance | $19,550,840 |
Goodwill_and_other_intangibles4
Goodwill and other intangibles (Acquired Finite-Lived Intangible Assets) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated Amortization | ($219,887) | $0 |
Indefinite-lived Intangible Assets Acquired | 2,110,000 | ' |
Intangible Assets, Gross (Excluding Goodwill) | 8,032,000 | ' |
Intangible Assets, Net (Excluding Goodwill) | 7,811,646 | 0 |
Intellectual Property [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (years) | '15 years | ' |
Gross carrying amount | 4,826,000 | ' |
Accumulated Amortization | -121,000 | ' |
Net carrying amount | 4,705,000 | ' |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (years) | '4 years 6 months | ' |
Gross carrying amount | 905,000 | ' |
Accumulated Amortization | -75,000 | ' |
Net carrying amount | 830,000 | ' |
Other [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization period (years) | '3 years | ' |
Gross carrying amount | 191,000 | ' |
Accumulated Amortization | -24,000 | ' |
Net carrying amount | $167,000 | ' |
ShareBased_Compensation_Plans_2
Share-Based Compensation Plans (Narrative) (Details) (USD $) | 6 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Employees and directors [Member] | Chief Executive Officer [Member] | Outside Advisors [Member] | 2009 EIP [Member] | Common Stock [Member] | Performance awards [Member] | Stock Options [Member] | Restricted Stock [Member] | Minimum [Member] | Maximum [Member] | |||
2009 EIP [Member] | 2009 EIP [Member] | |||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | ' | ' | ' | ' | ' | '10 | ' | ' | ' | ' | ' | ' |
Vesting period, minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years |
Weighted average grant-date fair value of options granted | $1.82 | $2.64 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | ' | ' | $6,500,000 | ' | $27,000 | ' | ' | $390,000 | ' | $236,000 | ' | ' |
Unrecognized compensation cost, weighted average period | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 5 months | '2 years 5 months | ' | ' |
Instrinsic value of shares vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | $141,000 | ' | ' |
Percentage Of Base Compensation Paid From Stock Compensation Plan | ' | ' | ' | 33.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued under ESPP | ' | ' | ' | ' | ' | ' | 18,149 | ' | ' | ' | ' | ' |
Shares issued to CEO | ' | ' | ' | 25,989 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued from exercise of options | 12,781 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting of nonvested shares, shares | ' | ' | ' | ' | ' | ' | 43,864 | ' | ' | ' | ' | ' |
ShareBased_Compensation_Plans_3
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Share-based Compensation [Abstract] | ' |
Options outstanding, beginning balance | 4,163,100 |
Options granted | 2,976,400 |
Options exercised | -12,781 |
Options forfeited | -68,045 |
Options expired | -63,026 |
Options outstanding, ending balance | 6,995,648 |
Options vested or expected to vest | 6,250,015 |
Options exercisable | 2,848,648 |
Options outstanding, weighted average exercise price, beginning balance | $5.72 |
Options granted, weighted average exercise price | $3.01 |
Options exercised, weighted average exercise price | $3.41 |
Options forfeited, weighted average exercise price | $3.80 |
Options expired, weighted average exercise price | $13.86 |
Options outstanding, weighted average exercise price, ending balance | $4.52 |
Options vested or expected to vest, weighted average exercise price | $4.69 |
Options exercisable, weighted average exercise price | $6.31 |
Options outstanding, weighted average remaining contractual term | '8 years 3 months 24 days |
Options vested or expected to vest, weighted average remaining contractual term | '8 years 1 month |
Options exercisable, weighted average remaining contractual term | '6 years 8 months |
Options outstanding, aggregate intrinsic value | $884,687 |
Options vested or expected to vest, aggregate intrinsic value | 665,567 |
Options exercisable, aggregate intrinsic value | $110,445 |
ShareBased_Compensation_Plans_4
Share-Based Compensation Plans (Summary Of Nonvested Stock Activity) (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Share-based Compensation [Abstract] | ' |
Nonvested shares outstanding, beginning balance | 147,274 |
Nonvested shares granted | 0 |
Nonvested shares vested | -43,864 |
Nonvested shares forfeited | -16,208 |
Nonvested shares outstanding, ending balance | 87,202 |
Nonvested shares outstanding, weighted average grant date fair value, beginning balance | $3.99 |
Nonvested shares granted, weighted average grant date fair value | $0 |
Nonvested shares vested, weighted average grant date fair value | $4.32 |
Nonvested shares forfeited in Period, Weighted Average Grant Date Fair Value | $3.40 |
ShareBased_Compensation_Plans_5
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Total share-based compensation expense | $1,467 | $1,817 | $2,422 | $2,526 |
Research and Development Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | 407 | 442 | 662 | 658 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated share-based compensation expense | $1,060 | $1,375 | $1,760 | $1,868 |
Accrued_liabilities_Details
Accrued liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued liabilitites [Abstract] | ' | ' |
Professional fees | $2,183,000 | $1,121,000 |
Payroll | 1,727,000 | 1,635,000 |
Clinical trials | 821,000 | 1,021,000 |
Other | 927,000 | 438,000 |
Accrued liabilities | $5,657,929 | $4,215,221 |
Other_Current_Liabilities_Deta
Other Current Liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Other Liabilities Disclosure [Abstract] | ' | ' |
Due to collaborator | $1,375,000 | $0 |
Other, current | 650,000 | 67,000 |
Other current liabilities | $2,024,630 | $66,683 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 12, 2014 |
Fair Value, Inputs, Level 3 [Member] | Contingent royalty consideration [Member] | Contingent purchase price [Member] | 4-antibody acquisition [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' | ' | ' | ' |
Balance, beginning of period | $18,799,141 | $18,215,000 | ' | ' | ' |
Contingent purchase price consideration | ' | ' | ' | ' | 9,721,000 |
Change in fair value during period | ' | ' | -11,438,000 | 1,133,000 | ' |
Balance, end of period | $18,799,141 | $18,215,000 | ' | ' | ' |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | |||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | 8-May-14 | Jun. 30, 2014 | Feb. 12, 2014 | |
Level 2 [Member] | Level 2 [Member] | Notes 2006 [Member] | 4-antibody acquisition [Member] | 4-antibody acquisition [Member] | 4-antibody acquisition [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | $0 | ' | ' | ' |
Contingent Royalty | 7,360,783 | 18,799,141 | ' | ' | ' | ' | ' | ' |
Contingent purchase price consideration | 10,854,000 | 0 | ' | ' | ' | ' | ' | 9,700,000 |
Debt Instrument, Fair Value Disclosure | ' | ' | 7,900,000 | 9,600,000 | ' | ' | ' | ' |
Long-term Debt | 7,900,000 | 9,600,000 | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 383,000 | ' | ' |
Convertible Debt | ' | ' | $954,000 | $0 | ' | ' | ' | ' |
Fair Value Inputs, Discount Rate | 12.50% | ' | ' | ' | ' | ' | 18.00% | ' |
Equity_Details
Equity (Details) (USD $) | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Feb. 20, 2014 | Jun. 30, 2014 | Apr. 24, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | 8-May-14 | Jun. 30, 2014 |
Underwritten offering [Member] | 4-antibody acquisition [Member] | 4-antibody acquisition [Member] | |||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | 22,236,000 | ' | 3,334,079 |
Proceeds from Issuance of Common Stock | ' | ' | ' | ' | $56.20 | ' | ' |
Treasury Stock, Shares, Retired | 43,490 | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 140,000,000 | 70,000,000 | 70,000,000 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | 383,000 | ' |