Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 26, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,017 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 1,098,972 | |
Trading Symbol | AGEN | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 99,118,911 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 113,863,956 | $ 71,448,016 |
Short-term investments | 9,960,187 | 4,988,751 |
Inventories | 87,450 | 88,200 |
Accounts Receivable | 6,774,982 | 11,352,022 |
Prepaid expenses | 6,628,841 | 2,596,675 |
Other current assets | 634,948 | 838,538 |
Total current assets | 137,950,364 | 91,312,202 |
Property, plant and equipment, net of accumulated amortization and depreciation of $32,085,778 and $31,243,967 at March 31, 2017 and December 31, 2016, respectively | 25,460,769 | 25,633,985 |
Goodwill | 22,667,587 | 22,392,411 |
Acquired intangible assets, net of accumulated amortization of $3,780,707 and $3,193,092 at March 31, 2017 and December 31, 2016, respectively | 15,907,296 | 16,364,726 |
Other long-term assets | 1,282,662 | 1,282,662 |
Total assets | 203,268,678 | 156,985,986 |
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Current portion, long-term debt | 146,061 | 146,061 |
Current portion, deferred revenue | 2,610,722 | 2,610,719 |
Accounts payable | 4,817,614 | 5,428,452 |
Accrued liabilities | 22,466,764 | 27,874,703 |
Other current liabilities | 6,313,167 | 4,791,265 |
Total current liabilities | 36,354,328 | 40,851,200 |
Long-term debt, net of current portion | 134,156,906 | 130,542,424 |
Deferred revenue, net of current portion | 11,692,151 | 12,344,782 |
Contingent purchase price considerations | 7,365,000 | 7,561,000 |
Other long-term liabilities | 4,795,558 | 4,812,846 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Common stock, par value $0.01 per share; 240,000,000 shares authorized; 98,702,552 and 87,794,933 shares issued at March 31, 2017 and December 31, 2016, respectively | 987,026 | 877,949 |
Additional paid-in capital | 933,222,206 | 866,854,348 |
Accumulated other comprehensive loss | (1,661,398) | (1,529,559) |
Accumulated deficit | (923,643,415) | (905,329,320) |
Total stockholders’ equity (deficit) | 8,904,735 | (39,126,266) |
Total liabilities and stockholders’ equity (deficit) | 203,268,678 | 156,985,986 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized: Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at March 31, 2017 and December 31, 2016; liquidation value of $32,470,942 at March 31, 2017 | $ 316 | $ 316 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property plant and equipment, accumulated amortization and depreciation | $ 32,085,778 | $ 31,243,967 |
Acquired intangible assets, accumulated amortization | $ 3,780,707 | $ 3,193,092 |
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 | 240,000,000 | 240,000,000 |
Common stock, shares issued | 98,702,552 | 87,794,933 |
Series A-1 convertible preferred stock [Member] | ||
Series A-1 convertible preferred stock, shares designated | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares issued | 31,620 | 31,620 |
Series A-1 convertible preferred stock, shares outstanding | 31,620 | 31,620 |
Series A-1 convertible preferred stock, liquidation value | $ 32,470,942 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Service | $ 147,456 | |
Research and development | $ 26,955,843 | 5,811,420 |
Total revenues | 26,955,843 | 5,958,876 |
Operating expenses: | ||
Research and development | (32,639,991) | (25,038,478) |
General and administrative | (7,769,508) | (9,231,521) |
Contingent purchase price consideration fair value adjustment | 196,000 | 342,000 |
Operating loss | (13,257,656) | (27,969,123) |
Other expense: | ||
Non-operating income | 740,134 | 323,083 |
Interest expense, net | (4,585,657) | (4,132,463) |
Net loss | (17,103,179) | (31,778,503) |
Dividends on Series A-1 convertible preferred stock | (51,264) | (50,941) |
Net loss attributable to common stockholders | $ (17,154,443) | $ (31,829,444) |
Per common share data: | ||
Basic and diluted net loss attributable to common stockholders | $ (0.18) | $ (0.37) |
Weighted average number of common shares outstanding: | ||
Basic and diluted | 93,508,120 | 86,686,515 |
Other comprehensive (loss) income: | ||
Foreign currency translation (loss) gain | $ (131,839) | $ 539,396 |
Unrealized loss on investments | (765) | |
Other comprehensive (loss) gain | (131,839) | 538,631 |
Comprehensive loss | $ (17,286,282) | $ (31,290,813) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (17,103,179) | $ (31,778,503) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,527,748 | 1,244,417 |
Share-based compensation | 2,377,164 | 4,762,477 |
Non-cash interest expense | 4,403,836 | 3,954,998 |
Loss on disposal of assets | 29,287 | |
Gain on issuance of stock for settlement of milestone obligation | (14,063) | |
Change in fair value of contingent obligations | (196,000) | (342,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 4,577,040 | (369,445) |
Prepaid expenses | (4,028,153) | (811,976) |
Accounts payable | (1,076,393) | (2,263,635) |
Deferred revenue | (652,631) | (1,537,574) |
Accrued liabilities and other current liabilities | (3,947,380) | 5,575,656 |
Other operating assets and liabilities | (728,288) | 32,606 |
Net cash used in operating activities | (14,831,012) | (21,532,979) |
Cash flows from investing activities: | ||
Proceeds from sale of plant and equipment | 115,000 | |
Purchases of plant and equipment | (417,002) | (1,536,948) |
Purchases of held-to-maturity securities | (9,960,188) | (34,923,535) |
Proceeds from securities held-to-maturity | 5,000,000 | |
Net cash used in investing activities | (5,262,190) | (36,460,483) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 61,836,887 | |
Proceeds from employee stock purchases and option exercises | 304,003 | 437,074 |
Payment under a purchase agreement for in-process research and development | (1,000,000) | |
Payment of capital lease obligation | (66,861) | |
Net cash provided by (used in) financing activities | 62,074,029 | (562,926) |
Effect of exchange rate changes on cash | 435,113 | 184,081 |
Net increase (decrease) in cash and cash equivalents | 42,415,940 | (58,372,307) |
Cash and cash equivalents, beginning of period | 71,448,016 | 136,702,873 |
Cash and cash equivalents, end of period | 113,863,956 | 78,330,566 |
Supplemental cash flow information: | ||
Cash paid for interest | 276,164 | 276,164 |
Supplemental disclosures - non-cash activities: | ||
Purchases of plant and equipment in accounts payable and accrued liabilities | 463,719 | $ 333,045 |
Milestone obligation [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Issuance of common stock, $0.01 par value, issued in connection with the settlement of milestone obligation | $ 1,485,937 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | Mar. 31, 2017$ / shares |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Milestone obligation [Member] | |
Supplemental disclosures - non-cash activities: | |
Common stock, par value | $ 0.01 |
Business, Liquidity and Basis o
Business, Liquidity and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Description Of Business [Abstract] | |
Business, Liquidity And Basis of Presentation | Note A - Business, Liquidity and Basis of Presentation Agenus Inc. (including its subsidiaries, collectively referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is a clinical stage immuno-oncology company focused on the discovery and development of therapies that engage the body’s immune system to fight cancer. Our approach to cancer immunotherapy involves a diverse portfolio of antibody-based therapeutics, adjuvants and cancer vaccine platforms. We, in collaboration with our partners, are developing a number of immuno-modulatory antibodies against important nodes of immune regulation. These include antibodies targeting CTLA-4, GITR, OX40 and PD-1 that are in clinical development. Our discovery pipeline consists of a number of proprietary checkpoint modulating (“CPM”) antibodies against innovative targets such as TIGIT and 4-1BB (also known as CD137). We believe that tailored combination therapies are essential to combat some of the most resistant cancers. Accordingly, our immune education strategy focuses on pursing antibodies as well as vaccine candidates in conjunction with adjuvants. We are developing a comprehensive immuno-oncology portfolio driven by the following platforms and programs, which we intend to utilize individually and in combination: • our antibody discovery platforms, including our Retrocyte Display™, SECANT ® • our antibody candidate programs, including our CPM programs; • our vaccine programs, including Prophage™, AutoSynVax™ and PhosPhoSynVax TM • our saponin-based vaccine adjuvants, principally our QS-21 Stimulon ® 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. Part of our strategy is to develop and commercialize some of our product candidates by continuing our existing arrangements with academic and corporate collaborators and licensees and by entering into new collaborations. Our cash, cash equivalents, and short-term investments at March 31, 2017 were $123.8 million, an increase of $47.4 million from December 31, 2016. The following table outlines our quarter end cash, cash equivalents and short-term investments balances and the changes therein. Quarter Ended March 31, 2017 Cash, cash equivalents and short-term investments $ 123.8 Increase in cash, cash equivalents and short-term investments $ 47.4 Cash used in operating activities $ (14.8 ) Reported net loss $ (17.3 ) We have incurred significant losses since our inception. As of March 31, 2017, we had an accumulated deficit of $923.6 million. Since our inception, we have financed our operations primarily through the sale of equity and convertible and other notes, and interest income earned on cash, cash equivalents, and short-term investments balances. We believe that, based on our current plans and activities, our cash, cash equivalents and short-term investments balance of $123.8 million as of March 31, 2017 will be sufficient to satisfy our liquidity requirements for more than one year from when these financial statements were issued. We expect to raise additional funds in advance of depleting our current funds. 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, if necessary. 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 three months ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. 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, 2016 filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2017. 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. For our foreign subsidiaries the local currency is the functional currency. Assets and liabilities of our foreign subsidiaries 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 during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total stockholders’ equity (deficit). |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note B - Net Loss Per Share Basic net loss 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 as of March 31, 2017 and 2016, as they would be anti-dilutive: Three Months Ended March 31, 2017 2016 Warrants 4,351,450 4,351,450 Stock options 14,940,852 9,474,652 Nonvested shares 2,605,674 1,934,951 Convertible preferred stock 333,333 333,333 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Investments | Note C - Investments Cash equivalents and short-term investments consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 96,809 $ 96,809 $ 38,913 $ 38,913 U.S. Treasury Bills 24,937 24,937 14,978 14,978 Total $ 121,746 $ 121,746 $ 53,891 $ 53,891 For the three months ended March 31, 2017, we received proceeds of approximately $5.0 million from the maturity of U.S. Treasury Bills classified as short-term investments. As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses for the three months ended March 31, 2017 and 2016. Of the investments listed above, $111.8 million and $48.9 million have been classified as cash equivalents and $10.0 million and $5.0 million as short-term investments on our condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016, respectively. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | Note D - Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2017 (in thousands): Balance, December 31, 2016 $ 22,392 Foreign currency translation adjustment 276 Balance, March 31, 2017 $ 22,668 Acquired intangible assets consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): As of March 31, 2017 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,436 $ (2,868 ) $ 13,568 Trademarks 4.5 years 806 (562 ) 244 Other 2-6 years 566 (351 ) 215 In-process research and development Indefinite 1,880 — 1,880 Total $ 19,688 $ (3,781 ) $ 15,907 As of December 31, 2016 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,358 $ (2,384 ) $ 13,973 Trademarks 4.5 years 791 (505 ) 286 Other 2-6 years 563 (303 ) 260 In-process research and development Indefinite 1,846 — 1,846 Total $ 19,558 $ (3,193 ) $ 16,365 The weighted average amortization period of our finite-lived intangible assets is 9 years. Amortization expense related to acquired intangibles is estimated at $1.6 million for the remainder of 2017, $2.0 million for the year ending December 31, 2018, $1.9 million for the year ending December 31, 2019 and $1.9 million for each of the years ending December 31, 2020 and 2021. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Note E - Debt Debt obligations consisted of the following as of March 31, 2017 and December 31, 2016(in thousands): Debt instrument Principal at March 31, 2017 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at March 31, 2017 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,764 ) 12,236 Note Purchase Agreement 100,000 23,451 (1,312 ) (217 ) 121,922 Total long-term $ 114,000 $ 23,451 $ (1,312 ) $ (1,981 ) $ 134,157 Total $ 114,146 $ 23,451 $ (1,312 ) $ (1,981 ) $ 134,303 Debt instrument Principal at December 31, 2016 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at December 31, 2016 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,311 ) 12,689 Note Purchase Agreement 100,000 19,421 (1,345 ) (222 ) 117,853 Total long-term $ 114,000 $ 19,421 $ (1,345 ) $ (1,533 ) $ 130,542 Total $ 114,146 $ 19,421 $ (1,345 ) $ (1,533 ) $ 130,688 In June 2016, we executed a capital lease agreement that expires in June 2020 for equipment with a carrying value of approximately $0.9 million, which is included in property, plant and equipment, net on our condensed consolidated balance sheets as of March 31, 2017. Under the terms of the capital lease agreement, we will remit payments to the lessor of $216,000 for the remainder of 2017, $288,000 for each of the years 2018 through 2019 and $144,000 for the year ending December 31, 2020. As of March 31, 2017, our remaining obligations under the capital lease agreement are approximately $0.8 million, of which $290,000 and $530,000 are classified as other current and other long-term liabilities, respectively, on our condensed consolidated balance sheets. In March 2017, we and the holders of our subordinated notes issued in February 2015 (the “2015 Subordinated Notes”) entered into an Amendment to Notes and Warrants, pursuant to which the parties (i) extended the term of the 2013 Warrants by two years from April 15, 2017 to April 15, 2019 and (ii) extended the maturity date of the 2015 Notes by two years from February 20, 2018 to February 20, 2020. This resulted in an additional debt discount of $0.7 million, which will be amortized using the effective interest method over three years, the expected life of the 2015 Subordinated Notes. The 2013 Warrants and 2015 Subordinated Notes are otherwise unchanged. |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Accrued and Other Current Liabilities | Note F - Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Payroll $ 3,116 $ 6,504 Professional fees 2,773 2,373 Contract manufacturing costs 8,252 10,492 Research services 6,388 5,639 Leasehold improvements 259 1,280 Other 1,679 1,587 Total $ 22,467 $ 27,875 Other current liabilities consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Current portion of deferred purchase price $ 4,000 $ 3,948 Liability-classified stock awards 1,982 511 Other 332 333 Total $ 6,314 $ 4,792 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note G - Fair Value Measurements We measure our cash equivalents and short-term investments and contingent purchase price considerations at fair value. Our cash equivalents and short-term investments are comprised solely of U.S. Treasury Bills that are valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized as Level 1 assets. The fair values of our contingent purchase price considerations, $7.4 million, are based on significant inputs not observable in the market, which require it to be reported as Level 3 liabilities within the fair value hierarchy. The valuation of these liabilities use assumptions we believe would be made by a market participant and are based on estimates from a Monte Carlo simulation of our market capitalization and share price, and other factors impacting the probability of triggering the milestone payments. Market capitalization and share price were evolved using a geometric brownian motion, calculated daily for the life of the contingent purchase price considerations. Assets and liabilities measured at fair value are summarized below (in thousands): Description March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 14,977 $ 14,977 $ — $ — Short-term investments 9,959 9,959 — — Total $ 24,936 $ 24,936 $ — $ — Liabilities: Contingent purchase price considerations $ 7,365 $ — $ — $ 7,365 Total $ 7,365 $ — $ — $ 7,365 Description December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 9,990 $ 9,990 $ — $ — Short-term investments 4,988 4,988 — — Total $ 14,978 $ 14,978 $ — $ — Liabilities: Contingent purchase price consideration $ 7,561 $ — $ — $ 7,561 Total $ 7,561 $ — $ — $ 7,561 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2017 (in thousands): Balance, December 31, 2016 $ 7,561 Change in fair value of contingent purchase price considerations during the period (196 ) Balance, March 31, 2017 $ 7,365 The estimated fair values of all of our financial instruments, excluding our outstanding debt, approximate their carrying amounts in our condensed consolidated balance sheets. The fair value of our outstanding debt balance at March 31, 2017 and December 31, 2016 was $132.7 million and $129.2 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology that 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 principal amount of our outstanding debt balance at both March 31, 2017 and December 31, 2016 was $114.1 million. |
Collaboration Agreement
Collaboration Agreement | 3 Months Ended |
Mar. 31, 2017 | |
Collaboration [Abstract] | |
Collaboration Agreement | Note H - Collaboration Agreement On February 14, 2017, we amended our License, Development and Commercialization Agreement, dated January 9, 2015, with Incyte Corporation (“Incyte”) by entering into a First Amendment to License, Development and Commercialization Agreement (the “Amendment”). Pursuant to the terms of the Amendment, the GITR and OX40 programs immediately converted from profit-share programs to royalty-bearing programs and we became eligible to receive a flat 15% royalty on global net sales should any candidates from either of these two programs be approved. Incyte is now responsible for global development and commercialization and all associated costs for these programs. In addition, the profit-share programs relating to the two undisclosed targets were removed from the collaboration, with one reverting to Incyte and one to us. Should any of those programs be successfully developed by a party, the other party will be eligible to receive the same milestone payments as the royalty-bearing programs and royalties at a 15% rate on global net sales. The terms for the remaining three royalty-bearing programs targeting TIM-3, LAG-3 and one undisclosed target remain unchanged, with Incyte being responsible for global development and commercialization and all associated costs. The Amendment gives Incyte exclusive rights and all decision-making authority for manufacturing, development, and commercialization with respect to all royalty-bearing programs. In connection with the Amendment, Incyte paid us $20.0 million in accelerated milestones related to the clinical development of the antibody candidates targeting GITR and OX40. We are now eligible to receive up to an additional $510.0 million in future potential development, regulatory and commercial milestones across all programs in the collaboration. The Company recognized the $20.0 million received as revenue during the three months ended March 31, 2017. On February 14, 2017, we also entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Incyte, pursuant to which Incyte purchased 10 million shares of our common stock (the “Shares”) at a purchase price of $6.00 per share. Immediately following the transaction, Incyte owned approximately 18.1% of our outstanding shares. Under the Stock Purchase Agreement, Incyte agreed not to dispose of any of the Shares for a period of 12 months and to vote the Shares in accordance with the recommendations of the Agenus board of directors in connection with certain equity incentive plan or compensation matters for a period of 18 months, and we agreed to certain registration rights with respect to the Shares. Under the Amendment, the parties also revised the existing standstill provision to permit Incyte’s acquisition of the Shares, but Incyte is precluded from acquiring any additional shares of our voting stock until December 31, 2019. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Mar. 31, 2017 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation Plans | Note I - Share-based Compensation Plans We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including 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 three months ended March 31, 2017 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 11,693,400 $ 4.51 Granted 3,504,682 3.78 Exercised (33,715 ) 3.15 Forfeited (171,373 ) 5.45 Expired (52,142 ) 6.47 Outstanding at March 31, 2017 14,940,852 $ 4.33 7.88 $ 2,274,218 Vested or expected to vest at March 31, 2017 14,940,852 $ 4.33 7.88 $ 2,274,218 Exercisable at March 31, 2017 7,184,446 $ 4.50 6.30 $ 2,134,535 The weighted average grant-date fair values of stock options granted during the three months ended March 31, 2017 and 2016 were $1.90 and $1.83, respectively. As of March 31, 2017, $15.8 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 2.7 years. As of March 31, 2017, unrecognized expense for options granted to outside advisors for which performance (vesting) has not yet been completed but the exercise price of the option is known is $1.1 million. 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 outside advisor completes his or her performance under the option agreement. 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 three months ended March 31, 2017 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 1,942,476 $ 6.45 Granted 700,050 3.77 Vested (6,250 ) 4.24 Forfeited (30,602 ) 8.78 Outstanding at March 31, 2017 2,605,674 $ 5.71 As of March 31, 2017, there was approximately $8.9 million of unrecognized share-based compensation expense related to these nonvested shares awarded to employees which pertained primarily to performance based awards for which, if all milestones are achieved, will be recognized over a 1.9 year period. The total intrinsic value of shares vested during the three months ended March 31, 2017, was $26,000. During the three months ended March 31, 2017, 56,627 shares were issued under the 2009 Employee Stock Purchase Plan, 6,250 shares were issued as a result of the vesting of nonvested stock and 33,715 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three months ended March 31, 2017 and 2016, was as follows (in thousands): Three Months Ended March 31, 2017 2016 Research and development $ 1,127 $ 2,290 General and administrative 1,250 2,472 Total share-based compensation expense $ 2,377 $ 4,762 |
Benefit Plans
Benefit Plans | 3 Months Ended |
Mar. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | Note J - Benefit Plans We maintain a multiple employer benefit plan that covers certain international employees. The annual measurement date for this plan is December 31. Benefits are based upon years of service and compensation. For the three months ended March 31, 2017 and 2016, we contributed approximately $42,000 and $39,000, respectively, to our international multiple employer benefit plan. For the remainder of the year ending December 31, 2017, we expect to contribute approximately $134,000 to our international multiple employer benefit plan. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note K - Recent Accounting Pronouncements 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. In March 2016, the FASB issued an amendment to the standard, ASU 2016-8, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued an additional amendment to the standard, ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), which clarifies the guidance on identifying performance obligations and the implementation guidance on licensing. In August 2015, the FASB issued ASU No. 2015-14, which defers the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date, including interim periods within those periods. The FASB also approved permitting early adoption of the standard, but not before the original effective date of December 15, 2016. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The Company has not yet determined which method will be used. We are currently evaluating the potential impact that ASU 2014-09 may have on our financial position and results of operations. To date, the Company’s sources of collaboration and other revenue have primarily been collaboration agreements. The most significant differences between Topic 606 and previous guidance for license and collaboration revenue are: (i) allocating consideration to performance obligations; and (ii) estimating and determining the timing of recognition of variable consideration received from licensees, including up-front license payments, contingent milestones and royalties. Revenues from contingent milestone payments may be recognized earlier under Topic 606 than under Topic 605, based on an assessment of the probability of a significant reversal of such milestone revenue at each reporting date. This assessment may result in recognizing milestone revenue before the milestone event has been achieved. Under previous guidance, milestone revenue was typically recognized when the milestone event was achieved. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-2”) which supersedes Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-2 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. Footnote 15 provides details on our current lease arrangements. While we continue to evaluate the provisions of ASC 842 to determine how it will be affected, the primary effect of adopting the new standard will be to record assets and obligations for current operating leases. Upon adoption, based on leases in place as of December 31, 2016, the we expect to recognize assets and liabilities of approximately $13.8 million related to our operating leases. The adoption of ASC 842 is not expected to have a material impact on the Company’s results of operations or cash flows. In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”). ASU 2016-09 provides for the simplification of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 applies to all entities and is effective for the annual effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. We adopted ASU 2016-09 on January 1, 2017, and recorded a cumulative adjustment of $1.2 million in retained earnings to reflect the retrospective change in awards expected to vest. In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU 2017-01”), which provides guidance regarding the definition of a business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for the Company in the first quarter of 2018, with early adoption permitted, and prospective application required. We will apply the provisions of ASU 2017-01 to any relevant transactions no later than the first quarter of 2018 and may consider earlier adoption for relevant transactions which occur in 2017. No other new accounting pronouncement issued or effective during the three months ended March 31, 2017 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Net Loss Per Share (Policies)
Net Loss Per Share (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note B - Net Loss Per Share Basic net loss 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 as of March 31, 2017 and 2016, as they would be anti-dilutive: Three Months Ended March 31, 2017 2016 Warrants 4,351,450 4,351,450 Stock options 14,940,852 9,474,652 Nonvested shares 2,605,674 1,934,951 Convertible preferred stock 333,333 333,333 |
Business, Liquidity and Basis19
Business, Liquidity and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Description Of Business [Abstract] | |
Schedule of Cash, Cash Equivalents and Short-Term Investments | The following table outlines our quarter end cash, cash equivalents and short-term investments balances and the changes therein. Quarter Ended March 31, 2017 Cash, cash equivalents and short-term investments $ 123.8 Increase in cash, cash equivalents and short-term investments $ 47.4 Cash used in operating activities $ (14.8 ) Reported net loss $ (17.3 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding | the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of March 31, 2017 and 2016, as they would be anti-dilutive: Three Months Ended March 31, 2017 2016 Warrants 4,351,450 4,351,450 Stock options 14,940,852 9,474,652 Nonvested shares 2,605,674 1,934,951 Convertible preferred stock 333,333 333,333 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents and Short-term Investments | Cash equivalents and short-term investments consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 96,809 $ 96,809 $ 38,913 $ 38,913 U.S. Treasury Bills 24,937 24,937 14,978 14,978 Total $ 121,746 $ 121,746 $ 53,891 $ 53,891 |
Goodwill and Acquired Intangi22
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table sets forth the changes in the carrying amount of goodwill for the three months ended March 31, 2017 (in thousands): Balance, December 31, 2016 $ 22,392 Foreign currency translation adjustment 276 Balance, March 31, 2017 $ 22,668 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): As of March 31, 2017 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,436 $ (2,868 ) $ 13,568 Trademarks 4.5 years 806 (562 ) 244 Other 2-6 years 566 (351 ) 215 In-process research and development Indefinite 1,880 — 1,880 Total $ 19,688 $ (3,781 ) $ 15,907 As of December 31, 2016 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,358 $ (2,384 ) $ 13,973 Trademarks 4.5 years 791 (505 ) 286 Other 2-6 years 563 (303 ) 260 In-process research and development Indefinite 1,846 — 1,846 Total $ 19,558 $ (3,193 ) $ 16,365 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of March 31, 2017 and December 31, 2016(in thousands): Debt instrument Principal at March 31, 2017 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at March 31, 2017 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,764 ) 12,236 Note Purchase Agreement 100,000 23,451 (1,312 ) (217 ) 121,922 Total long-term $ 114,000 $ 23,451 $ (1,312 ) $ (1,981 ) $ 134,157 Total $ 114,146 $ 23,451 $ (1,312 ) $ (1,981 ) $ 134,303 Debt instrument Principal at December 31, 2016 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at December 31, 2016 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,311 ) 12,689 Note Purchase Agreement 100,000 19,421 (1,345 ) (222 ) 117,853 Total long-term $ 114,000 $ 19,421 $ (1,345 ) $ (1,533 ) $ 130,542 Total $ 114,146 $ 19,421 $ (1,345 ) $ (1,533 ) $ 130,688 |
Accrued and Other Current Lia24
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Payroll $ 3,116 $ 6,504 Professional fees 2,773 2,373 Contract manufacturing costs 8,252 10,492 Research services 6,388 5,639 Leasehold improvements 259 1,280 Other 1,679 1,587 Total $ 22,467 $ 27,875 |
Other Current Liabilities | Other current liabilities consisted of the following as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Current portion of deferred purchase price $ 4,000 $ 3,948 Liability-classified stock awards 1,982 511 Other 332 333 Total $ 6,314 $ 4,792 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value are summarized below (in thousands): Description March 31, 2017 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 14,977 $ 14,977 $ — $ — Short-term investments 9,959 9,959 — — Total $ 24,936 $ 24,936 $ — $ — Liabilities: Contingent purchase price considerations $ 7,365 $ — $ — $ 7,365 Total $ 7,365 $ — $ — $ 7,365 Description December 31, 2016 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash equivalents $ 9,990 $ 9,990 $ — $ — Short-term investments 4,988 4,988 — — Total $ 14,978 $ 14,978 $ — $ — Liabilities: Contingent purchase price consideration $ 7,561 $ — $ — $ 7,561 Total $ 7,561 $ — $ — $ 7,561 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of March 31, 2017 (in thousands): Balance, December 31, 2016 $ 7,561 Change in fair value of contingent purchase price considerations during the period (196 ) Balance, March 31, 2017 $ 7,365 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share Based Compensation [Abstract] | |
Schedule Of Stock Option Activity | A summary of option activity for the three months ended March 31, 2017 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 11,693,400 $ 4.51 Granted 3,504,682 3.78 Exercised (33,715 ) 3.15 Forfeited (171,373 ) 5.45 Expired (52,142 ) 6.47 Outstanding at March 31, 2017 14,940,852 $ 4.33 7.88 $ 2,274,218 Vested or expected to vest at March 31, 2017 14,940,852 $ 4.33 7.88 $ 2,274,218 Exercisable at March 31, 2017 7,184,446 $ 4.50 6.30 $ 2,134,535 |
Schedule Of Nonvested Shares | A summary of nonvested stock activity for the three months ended March 31, 2017 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 1,942,476 $ 6.45 Granted 700,050 3.77 Vested (6,250 ) 4.24 Forfeited (30,602 ) 8.78 Outstanding at March 31, 2017 2,605,674 $ 5.71 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three months ended March 31, 2017 and 2016, was as follows (in thousands): Three Months Ended March 31, 2017 2016 Research and development $ 1,127 $ 2,290 General and administrative 1,250 2,472 Total share-based compensation expense $ 2,377 $ 4,762 |
Business, Liquidity and Basis27
Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Description Of Business [Abstract] | ||
Cash, cash equivalents, and short-term investments | $ 123,800,000 | |
Increase in cash cash equivalents and short term investments | 47,400,000 | |
Accumulated deficit | $ 923,643,415 | $ 905,329,320 |
Business, Liquidity and Basis28
Business, Liquidity and Basis of Presentation - Schedule of Cash, Cash Equivalents and Short-Term Investments (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Description Of Business [Abstract] | ||
Cash, cash equivalents and short-term investments | $ 123,800,000 | |
Increase in cash, cash equivalents and short-term investments | 47,400,000 | |
Cash used in operating activities | (14,831,012) | $ (21,532,979) |
Reported net loss | $ (17,103,179) | $ (31,778,503) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,351,450 | 4,351,450 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 14,940,852 | 9,474,652 |
Nonvested Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,605,674 | 1,934,951 |
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 |
Schedule of Cash Equivalents an
Schedule of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | $ 121,746 | $ 53,891 |
Cost [Member] | Institutional Money Market Funds [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 96,809 | 38,913 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 121,746 | 53,891 |
Estimated Fair Value [Member] | Institutional Money Market Funds [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 96,809 | 38,913 |
U.S. Treasury Bills [Member] | Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | 24,937 | 14,978 |
U.S. Treasury Bills [Member] | Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents and short-term investments | $ 24,937 | $ 14,978 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 111,800,000 | $ 48,900,000 |
Short-term investments | 9,960,187 | $ 4,988,751 |
U.S. Treasury Bills [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Proceeds from sale of short-term investments | $ 5,000,000 |
Goodwill and Acquired Intangi32
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 22,392,411 |
Foreign currency translation adjustment | 276,000 |
Ending balance | $ 22,667,587 |
Goodwill and Acquired Intangi33
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,688,000 | $ 19,558,000 |
Accumulated amortization | (3,780,707) | (3,193,092) |
Net carrying amount | 15,907,296 | 16,364,726 |
Indefinite-lived Intangible Assets Acquired | 1,880,000 | 1,846,000 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,436,000 | 16,358,000 |
Accumulated amortization | (2,868,000) | (2,384,000) |
Net carrying amount | $ 13,568,000 | $ 13,973,000 |
Intellectual Property [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 7 years | 7 years |
Intellectual Property [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | 15 years |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | 4 years 6 months |
Gross carrying amount | $ 806,000 | $ 791,000 |
Accumulated amortization | (562,000) | (505,000) |
Net carrying amount | 244,000 | 286,000 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 566,000 | 563,000 |
Accumulated amortization | (351,000) | (303,000) |
Net carrying amount | $ 215,000 | $ 260,000 |
Other [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 2 years | 2 years |
Other [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 6 years | 6 years |
Goodwill and Acquired Intangi34
Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2017 | $ 1.6 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2018 | 2 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2019 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2020 | 1.9 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, December 31, 2021 | $ 1.9 |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | $ 114,000 | $ 114,000 |
Non-cash Interest, Long-term Portion | 23,451 | 19,421 |
Unamortized Debt Issuance Costs, Long-term Portion | (1,312) | (1,345) |
Unamortized Debt Discount, Long-term Portion | (1,981) | (1,533) |
Balance, Long-term Portion | 134,157 | 130,542 |
Principal, Balance Total | 114,146 | 114,146 |
Non-cash Interest Total | 23,451 | 19,421 |
Unamortized Debt Issuance Costs Total | (1,312) | (1,345) |
Unamortized Debt Discount Total | (1,981) | (1,533) |
Balance, Long-Term Debt Total | 134,303 | 130,688 |
2015 Subordinated Notes [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 14,000 | 14,000 |
Unamortized Debt Discount, Long-term Portion | (1,764) | (1,311) |
Balance, Long-term Portion | 12,236 | 12,689 |
Note Purchase Agreement [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 100,000 | 100,000 |
Non-cash Interest, Long-term Portion | 23,451 | 19,421 |
Unamortized Debt Issuance Costs, Long-term Portion | (1,312) | (1,345) |
Unamortized Debt Discount, Long-term Portion | (217) | (222) |
Balance, Long-term Portion | 121,922 | 117,853 |
Debentures [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 146 | 146 |
Balance, Short-term Portion | $ 146 | $ 146 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Feb. 28, 2017 | Mar. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Carrying value of capital lease included in property, plant and equipment, net | $ 25,460,769 | $ 25,460,769 | $ 25,633,985 | |
Debt discount | $ 1,981,000 | 1,981,000 | $ 1,533,000 | |
2013 Warrants [Member] | ||||
Debt Instrument [Line Items] | ||||
Warrant expiration date | Apr. 15, 2017 | Apr. 15, 2019 | ||
Notes 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt discount | $ 700,000 | $ 700,000 | ||
Debt discount amortization period | 3 years | |||
Equipment [Member] | ||||
Debt Instrument [Line Items] | ||||
Capital lease expiration period | 2020-06 | |||
Remainder of 2017 | $ 216,000 | $ 216,000 | ||
2,018 | 288,000 | 288,000 | ||
2,019 | 288,000 | 288,000 | ||
December 31, 2020 | 144,000 | 144,000 | ||
Capital lease obligations | 800,000 | 800,000 | ||
Equipment [Member] | Other Current Liabilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Capital lease obligations included in other current liabilities | 290,000 | 290,000 | ||
Equipment [Member] | Other Long-term Liabilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Capital lease obligations included in other long-term liabilities | 530,000 | 530,000 | ||
Capital Lease [Member] | Equipment [Member] | ||||
Debt Instrument [Line Items] | ||||
Carrying value of capital lease included in property, plant and equipment, net | $ 900,000 | $ 900,000 | ||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Feb. 20, 2018 | Feb. 20, 2020 |
Accrued and Other Current Lia37
Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 3,116,000 | $ 6,504,000 |
Professional fees | 2,773,000 | 2,373,000 |
Contract manufacturing costs | 8,252,000 | 10,492,000 |
Research services | 6,388,000 | 5,639,000 |
Leasehold improvements | 259,000 | 1,280,000 |
Other | 1,679,000 | 1,587,000 |
Total | $ 22,466,764 | $ 27,874,703 |
Accrued and Other Current Lia38
Accrued and Other Current Liabilities (Other Current Liabilities) (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Current portion of deferred purchase price | $ 4,000,000 | $ 3,948,000 |
Liability-classified stock awards | 1,982,000 | 511,000 |
Other | 332,000 | 333,000 |
Total | $ 6,313,167 | $ 4,791,265 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | $ 7,365 | $ 7,561 |
Long-term Debt, Gross | 114,146 | 114,146 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | 0 | 0 |
Debt Instrument, Fair Value Disclosure | $ 132,700 | $ 129,200 |
Fair Value Measurements Asset a
Fair Value Measurements Asset and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | $ 14,977 | $ 9,990 |
Short-term investments, Fair Value Disclosure | 9,959 | 4,988 |
Total | 24,936 | 14,978 |
Contingent purchase price considerations, Fair Value Disclosure | 7,365 | 7,561 |
Total | 7,365 | 7,561 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | 14,977 | 9,990 |
Short-term investments, Fair Value Disclosure | 9,959 | 4,988 |
Total | 24,936 | 14,978 |
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | 0 | 0 |
Short-term investments, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Contingent purchase price considerations, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Cash equivalents, Fair Value Disclosure | 0 | 0 |
Short-term investments, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Contingent purchase price considerations, Fair Value Disclosure | 7,365 | 7,561 |
Total | $ 7,365 | $ 7,561 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 7,561 |
Balance, end of period | 7,365 |
Contingent purchase price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of considerations during the period | $ (196) |
Collaboration Agreement (Narrat
Collaboration Agreement (Narrative) (Details) - Incyte Corporation [Member] - USD ($) $ / shares in Units, shares in Millions | Feb. 14, 2017 | Mar. 31, 2017 |
Collaboration Agreement [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Percentage of royalty payments on net sales | 15.00% | |
Accelerated milestone payments received and recognized as revenue | $ 20,000,000 | |
Collaboration Agreement [Member] | Maximum [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Potential milestone payments receivable | $ 510,000,000 | |
Stock Purchase Agreement [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Shares sold at the market, shares | 10 | |
Number of shares purchased, price per share | $ 6 | |
Percentage of shares owned | 18.10% |
Share-Based Compensation Plan43
Share-Based Compensation Plans (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 1.90 | $ 1.83 |
Intrinsic value of shares vested | $ 26,000 | |
Vesting of nonvested shares, shares | 6,250 | |
Shares issued from exercise of options | 33,715 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, options | $ 15,800,000 | |
Outside Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, options | $ 1,100,000 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 2 years 8 months 12 days | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost | $ 8,900,000 | |
Performance Based Award [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 1 year 10 months 24 days | |
2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |
2009 EIP [Member] | Minimum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 3 years | |
2009 EIP [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 4 years | |
2009 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 56,627 |
Share-Based Compensation Plan44
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 11,693,400 |
Options Granted | shares | 3,504,682 |
Options Exercised | shares | (33,715) |
Options Forfeited | shares | (171,373) |
Options Expired | shares | (52,142) |
Options Outstanding, Ending Balance | shares | 14,940,852 |
Options Vested or expected to vest | shares | 14,940,852 |
Options Exercisable | shares | 7,184,446 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.51 |
Options Granted, Weighted Average Exercise Price | $ / shares | 3.78 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 3.15 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 5.45 |
Options Expired, Weighted Average Exercise Price | $ / shares | 6.47 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 4.33 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 4.33 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.50 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 10 months 17 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 10 months 17 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 6 years 3 months 18 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 2,274,218 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 2,274,218 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 2,134,535 |
Share-Based Compensation Plan45
Share-Based Compensation Plans (Summary Of Nonvested Stock Activity) (Details) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation [Abstract] | |
Nonvested Shares Outstanding, Beginning Balance | shares | 1,942,476 |
Nonvested Shares Granted | shares | 700,050 |
Nonvested Shares Vested | shares | (6,250) |
Nonvested Shares Forfeited | shares | (30,602) |
Nonvested Shares Outstanding, Ending Balance | shares | 2,605,674 |
Nonvested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 6.45 |
Nonvested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares | 3.77 |
Nonvested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares | 4.24 |
Nonvested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares | 8.78 |
Nonvested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 5.71 |
Share-Based Compensation Plan46
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,377 | $ 4,762 |
Research and Development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,127 | 2,290 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 1,250 | $ 2,472 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - Foreign Postretirement Benefit Plan, Defined Benefit [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined benefit plan, contributions by employer | $ 42,000 | $ 39,000 |
Defined benefit plans, estimated future employer contributions for the remainder of fiscal year | $ 134,000 |
Recent Accounting Pronounceme48
Recent Accounting Pronouncements (Narrative) (Details) - USD ($) $ in Millions | Jan. 01, 2017 | Dec. 31, 2016 |
ASU 2016-02 [Member] | ||
New Accounting Pronouncement Early Adoption [Line Items] | ||
Operating leases expect to recognize assets and liabilities | $ 13.8 | |
ASU 2016-09 [Member] | ||
New Accounting Pronouncement Early Adoption [Line Items] | ||
Cumulative adjustment in retained earnings | $ 1.2 |