Agenus (AGEN) 10-Q 7 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 02, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Period Focus	Q3
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		100,182,914

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
ASSETS
Cash and cash equivalents	$ 65,075,357	$ 71,448,016
Short-term investments	4,975,860	4,988,751
Inventories	80,241	88,200
Accounts Receivable	2,191,043	11,352,022
Prepaid expenses	10,784,602	2,596,675
Other current assets	1,236,566	838,538
Total current assets	84,343,669	91,312,202
Property, plant and equipment, net of accumulated amortization and depreciation of $33,204,359 and $31,243,967 at September 30, 2017 and December 31, 2016, respectively	25,635,484	25,633,985
Goodwill	23,078,686	22,392,411
Acquired intangible assets, net of accumulated amortization of $4,952,856 and $3,193,092 at September 30, 2017 and December 31, 2016, respectively	14,929,743	16,364,726
Other long-term assets	1,282,662	1,282,662
Total assets	149,270,244	156,985,986
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current portion, long-term debt	19,956,079	146,061
Current portion, deferred revenue	2,228,407	2,610,719
Accounts payable	6,719,496	5,428,452
Accrued liabilities	20,559,065	27,874,703
Other current liabilities	4,943,705	4,791,265
Total current liabilities	54,406,752	40,851,200
Long-term debt, net of current portion	123,291,452	130,542,424
Deferred revenue, net of current portion	10,720,367	12,344,782
Contingent purchase price considerations	7,684,000	7,561,000
Other long-term liabilities	4,761,933	4,812,846
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.01 per share; 240,000,000 shares authorized; 99,743,257 and 87,794,933 shares issued at September 30, 2017 and December 31, 2016, respectively	997,433	877,949
Additional paid-in capital	940,907,876	866,854,348
Accumulated other comprehensive loss	(2,058,677)	(1,529,559)
Accumulated deficit	(991,441,208)	(905,329,320)
Total stockholders’ deficit	(51,594,260)	(39,126,266)
Total liabilities and stockholders’ deficit	149,270,244	156,985,986
Series A-1 convertible preferred stock [Member]
STOCKHOLDERS’ 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 September 30, 2017 and December 31, 2016; liquidation value of $32,573,712 at September 30, 2017	$ 316	$ 316

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property plant and equipment, accumulated amortization and depreciation	$ 33,204,359	$ 31,243,967
Acquired intangible assets, accumulated amortization	$ 4,952,856	$ 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	99,743,257	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	$ 32,573,712

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Revenue:
Service				$ 147,456
Research and development	$ 3,359,399	$ 4,446,171	$ 34,522,815	16,849,876
Total revenues	3,359,399	4,446,171	34,522,815	16,997,332
Operating expenses:
Research and development	(25,788,707)	(21,588,026)	(84,253,129)	(68,988,290)
General and administrative	(8,050,783)	(8,107,262)	(23,956,543)	(24,456,016)
Contingent purchase price consideration fair value adjustment	(1,184,000)	(10,975,000)	(123,000)	(11,354,000)
Operating loss	(31,664,091)	(36,224,117)	(73,809,857)	(87,800,974)
Other expense:
Non-operating income (expense)	(472,745)	(139,636)	1,917,200	(325,347)
Interest expense, net	(4,704,871)	(4,409,767)	(13,765,271)	(12,745,581)
Net loss	(36,841,707)	(40,773,520)	(85,657,928)	(100,871,902)
Dividends on Series A-1 convertible preferred stock	(51,426)	(51,102)	(154,034)	(153,064)
Net loss attributable to common stockholders	$ (36,893,133)	$ (40,824,622)	$ (85,811,962)	$ (101,024,966)
Per common share data:
Basic and diluted net loss attributable to common stockholders	$ (0.37)	$ (0.47)	$ (0.88)	$ (1.16)
Weighted average number of common shares outstanding:
Basic and diluted	99,891,980	87,206,685	97,557,409	86,954,060
Other comprehensive income (loss):
Foreign currency translation gain (loss)	$ 231,177	$ 98,514	$ (529,118)	$ 493,602
Other comprehensive income (loss)	231,177	98,514	(529,118)	493,602
Comprehensive loss	$ (36,661,956)	$ (40,726,108)	$ (86,341,080)	$ (100,531,364)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (85,657,928)	$ (100,871,902)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,561,815	3,658,483
Share-based compensation	7,083,948	8,701,292
Non-cash interest expense	13,360,630	12,193,674
Gain on disposal of assets	(19,822)
Gain on issuance of stock for settlement of milestone obligation	(14,063)
Change in fair value of contingent obligations	123,000	11,354,000
Changes in operating assets and liabilities:
Accounts receivable	9,160,979	(480,833)
Inventories	7,959
Prepaid expenses	(8,178,360)	(1,067,534)
Accounts payable	1,006,808	(1,272,690)
Deferred revenue	(2,006,858)	(3,286,987)
Accrued liabilities and other current liabilities	(5,962,198)	6,340,539
Other operating assets and liabilities	(1,823,880)	887,383
Net cash used in operating activities	(68,357,970)	(63,844,575)
Cash flows from investing activities:
Proceeds from sale of plant and equipment	120,000
Purchases of plant and equipment	(2,366,429)	(8,191,515)
Purchases of held-to-maturity securities	(14,936,047)	(54,884,101)
Proceeds from securities held-to-maturity	15,000,000	70,000,000
Net cash provided by (used in) investing activities	(2,182,476)	6,924,384
Cash flows from financing activities:
Net proceeds from sale of equity	63,677,302
Proceeds from employee stock purchases and option exercises	833,982	1,092,722
Purchase of treasury shares to satisfy tax withholdings	(527,223)	(667,050)
Payment under a purchase agreement for in-process research and development		(5,000,000)
Payment of capital lease obligation	(216,982)	(72,330)
Net cash provided by (used in) financing activities	63,767,079	(4,646,658)
Effect of exchange rate changes on cash	400,708	302,465
Net decrease in cash and cash equivalents	(6,372,659)	(61,264,384)
Cash and cash equivalents, beginning of period	71,448,016	136,702,873
Cash and cash equivalents, end of period	65,075,357	75,438,489
Supplemental cash flow information:
Cash paid for interest	837,699	837,699
Supplemental disclosures - non-cash activities:
Purchases of plant and equipment in accounts payable and accrued liabilities	222,203	$ 1,000,101
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)	Sep. 30, 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	9 Months Ended
	Sep. 30, 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 (“I-O”) 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 consisting 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 CD-137. 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 I-O 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 ® We also have our own good manufacturing practices manufacturing facility with the capacity to support early phase clinical programs. Our business activities include 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 September 30, 2017 were $70.1 million, a decrease of $6.4 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 June 30, 2017 September 30, 2017 Cash, cash equivalents and short-term investments $ 123.8 $ 96.8 $ 70.1 Increase (decrease) in cash, cash equivalents and short-term investments $ 47.4 $ (27.0 ) $ (26.7 ) Cash used in operating activities $ (14.8 ) $ (27.4 ) $ (26.2 ) Reported net loss $ (17.3 ) $ (31.7 ) $ (36.8 ) We Our future liquidity needs will be determined primarily by the success of our operations with respect to the progression of our product candidates and key development and regulatory events in the future. Potential sources of additional funding include: (1) pursuing collaboration, 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. We believe the execution of one or more of these transactions will enable us to fund our planned operations for at least one year from when these financial statements were issued. Our ability to address our liquidity needs will largely be determined by the success of our product candidates and key development and regulatory events and our decisions in the future as well as the execution of one or more of the aforementioned contemplated transactions. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Operating results for the nine months ended September 30, 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’ deficit.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 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, non-vested 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 September 30, 2017 and 2016, as they would be anti-dilutive: Nine Months Ended September 30, 2017 2016 Warrants 4,351,450 4,351,450 Stock options 14,749,924 11,761,554 Non-vested shares 1,915,991 1,937,023 Convertible preferred stock 333,333 333,333

Investments

Investments	9 Months Ended
	Sep. 30, 2017
Cash And Cash Equivalents [Abstract]
Investments	Note C - Investments Cash equivalents and short-term investments consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 58,690 $ 58,690 $ 38,913 $ 38,913 U.S. Treasury Bills 9,962 9,962 14,978 14,978 Total $ 68,652 $ 68,652 $ 53,891 $ 53,891 For the nine months ended September 30, 2017, we received proceeds of approximately $15.0 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 and nine months ended September 30, 2017 and 2016. Of the investments listed above, $63.7 million and $48.9 million have been classified as cash equivalents and $5.0 million as short-term investments on our condensed consolidated balance sheets as of each of September 30, 2017 and December 31, 2016.

Goodwill and Acquired Intangibl

Goodwill and Acquired Intangible Assets	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 2017 (in thousands): Balance, December 31, 2016 $ 22,392 Foreign currency translation adjustment 687 Balance, September 30, 2017 $ 23,079 Acquired intangible assets consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): As of September 30, 2017 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,553 $ (3,824 ) $ 12,729 Trademarks 4.5 years 828 (667 ) 161 Other 2-6 years 571 (462 ) 109 In-process research and development Indefinite 1,931 — 1,931 Total $ 19,883 $ (4,953 ) $ 14,930 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 $0.9 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	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Debt	Note E - Debt Debt obligations consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): Debt instrument Principal at September 30, 2017 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at September 30, 2017 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Note Purchase Agreement 15,000 4,810 - - 19,810 Total current 15,146 4,810 - - 19,956 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,513 ) 12,487 Note Purchase Agreement 85,000 27,257 (1,246 ) (207 ) 110,804 Total long-term 99,000 27,257 (1,246 ) (1,720 ) 123,291 Total $ 114,146 $ 32,067 $ (1,246 ) $ (1,720 ) $ 143,247 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 September 30, 2017. Under the terms of the capital lease agreement, we will remit payments to the lessor of $72,000 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 September 30, 2017, our remaining obligations under the capital lease agreement are approximately $0.7 million, of which $290,000 and $399,000 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	9 Months Ended
	Sep. 30, 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 September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Payroll $ 5,316 $ 6,504 Professional fees 3,892 2,373 Contract manufacturing costs 6,037 10,492 Research services 3,821 5,639 Leasehold improvements - 1,280 Other 1,493 1,587 Total $ 20,559 $ 27,875 Other current liabilities consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Current portion of deferred purchase price $ 4,000 $ 3,948 Other 944 843 Total $ 4,944 $ 4,791

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 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, $7.7 million, are based on significant inputs not observable in the market, which require them 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 September 30, 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 $ 4,986 $ 4,986 $ — $ — Short-term investments 4,976 4,976 — — Total $ 9,962 $ 9,962 $ — $ — Liabilities: Contingent purchase price considerations $ 7,684 $ — $ — $ 7,684 Total $ 7,684 $ — $ — $ 7,684 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 September 30, 2017 (in thousands): Balance, December 31, 2016 $ 7,561 Change in fair value of contingent purchase price considerations during the period 123 Balance, September 30, 2017 $ 7,684 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 September 30, 2017 and December 31, 2016 was $140.4 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 September 30, 2017 and December 31, 2016 was $114.1 million.

Collaboration Agreement

Collaboration Agreement	9 Months Ended
	Sep. 30, 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 TIGIT and one undisclosed target were removed from the collaboration, with the undisclosed target reverting to Incyte and TIGIT 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 nine months ended September 30, 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 Company’s 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	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 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 4,249,257 3.80 Exercised (117,694 ) 3.59 Forfeited (777,745 ) 4.43 Expired (297,294 ) 9.26 Outstanding at September 30, 2017 14,749,924 $ 4.23 7.58 $ 5,208,328 Vested or expected to vest at September 30, 2017 14,749,924 $ 4.23 7.58 $ 5,208,328 Exercisable at September 30, 2017 7,847,002 $ 4.36 6.38 $ 4,763,684 The weighted average grant-date fair values of stock options granted during the nine months ended September 30, 2017 and 2016 were $1.96 and $2.38, respectively. As of September 30, 2017, $11.0 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 2.5 years. As of September 30, 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 $1.4 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 non-vested stock. The fair value of non-vested market based awards is calculated based on a Monte Carlo simulation as of the date of issuance. The fair value of other non-vested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of non-vested stock activity for the nine months ended September 30, 2017 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 1,942,476 $ 6.45 Granted 711,300 1.84 Vested (584,802 ) 7.72 Forfeited (152,983 ) 6.61 Outstanding at September 30, 2017 1,915,991 $ 4.34 As of September 30, 2017, there was approximately $7.4 million of unrecognized share-based compensation expense related to these non-vested shares awarded to employees which pertained primarily to performance based awards for which, if all milestones are achieved, will be recognized over a 1.0 year period. The total intrinsic value of shares vested during the nine months ended September 30, 2017, was $2.0 million. During the nine months ended September 30, 2017, 121,183 shares were issued under the 2009 Employee Stock Purchase Plan, 584,802 shares were issued as a result of the vesting of non-vested stock and 117,694 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2017 and 2016, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 969 $ 818 $ 3,368 $ 3,689 General and administrative 986 1,565 3,716 5,012 Total share-based compensation expense $ 1,955 $ 2,383 $ 7,084 $ 8,701

Benefit Plans

Benefit Plans	9 Months Ended
	Sep. 30, 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 and nine months ended September 30, 2017, we contributed approximately $39,000 and $124,000, respectively, and for the three and nine months ended September 30, 2016 we contributed approximately $41,000 and $119,000, respectively to our international multiple employer benefit plan. For the remainder of the year ending December 31, 2017, we expect to contribute approximately $54,000 to our international multiple employer benefit plan.

Recent Accounting Pronouncement

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2017
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]
Recent Accounting Pronouncements	Note K - Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We have 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, our 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 2016-02”) 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, 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 our 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 FASB issued 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. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) (“ASU 2017-04”) that will eliminate the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, impairment charge will be based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for the Company in the first quarter of fiscal 2020. Early adoption is permitted. We do not anticipate the adoption of this guidance to have a material impact on our consolidated financial statements, absent any goodwill impairment. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting (“ASU 2017-09”). The amendments in ASU 2017-09 provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The adoption of ASU 2017-09, which will become effective for annual periods beginning after December 15, 2017 and for interim periods within those annual periods, is not expected to have any impact on our financial statement presentation or disclosures. No other new accounting pronouncement issued or effective during the nine months ended September 30, 2017 had or is expected to have a material impact on our consolidated financial statements or disclosures.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	Note L - Subsequent Events Registration Statement on Form S-3 On October 18, 2017, we filed a Registration Statement on Form S-3 (file no. 333-221008), declared effective by the SEC on October 30, 2017 (the “Registration Statement”), covering the offering of up to $250 million of common stock, preferred stock, warrants, debt securities and units. The Registration Statement included a prospectus covering the offering, issuance and sale of up to 15 million shares of our common stock from time to time in “at-the-market offerings” pursuant to a Controlled Equity Offering SM Cantor Fitzgerald & Co. On October 18, 2017, we exercised our right under that certain At Market Issuance Sales Agreement by and between us and MLV & Co. LLC, dated as of October 10, 2014 (the “Prior Sales Agreement”) to terminate the Prior Sales Agreement, which termination took effect upon the effectiveness of the Registration Statement. At the Market Offerings In October 2017, we received net proceeds of approximately $1.9 million from the sale of approximately 408,000 shares of our common stock in at-the-market offerings under our Prior Sales Agreement. Additional Notes On November 2, 2017, we exercised our option to issue an additional $15.0 million aggregate principal amount of notes (the “Additional Notes”) to the purchasers under our existing Note Purchase Agreement (the “NPA”) with Oberland Capital SA Zermatt LLC, as collateral agent (“Oberland”), an affiliate of Oberland as the lead purchaser and other purchasers.

Net Loss Per Share (Policies)

Net Loss Per Share (Policies)	9 Months Ended
	Sep. 30, 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, non-vested 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 September 30, 2017 and 2016, as they would be anti-dilutive: Nine Months Ended September 30, 2017 2016 Warrants 4,351,450 4,351,450 Stock options 14,749,924 11,761,554 Non-vested shares 1,915,991 1,937,023 Convertible preferred stock 333,333 333,333

Business, Liquidity and Basis20

Business, Liquidity and Basis of Presentation (Tables)	9 Months Ended
	Sep. 30, 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 June 30, 2017 September 30, 2017 Cash, cash equivalents and short-term investments $ 123.8 $ 96.8 $ 70.1 Increase (decrease) in cash, cash equivalents and short-term investments $ 47.4 $ (27.0 ) $ (26.7 ) Cash used in operating activities $ (14.8 ) $ (27.4 ) $ (26.2 ) Reported net loss $ (17.3 ) $ (31.7 ) $ (36.8 )

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2017 and 2016, as they would be anti-dilutive: Nine Months Ended September 30, 2017 2016 Warrants 4,351,450 4,351,450 Stock options 14,749,924 11,761,554 Non-vested shares 1,915,991 1,937,023 Convertible preferred stock 333,333 333,333

Investments (Tables)

Investments (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Cost Estimated Fair Value Cost Estimated Fair Value Institutional money market funds $ 58,690 $ 58,690 $ 38,913 $ 38,913 U.S. Treasury Bills 9,962 9,962 14,978 14,978 Total $ 68,652 $ 68,652 $ 53,891 $ 53,891

Goodwill and Acquired Intangi23

Goodwill and Acquired Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 2017 (in thousands): Balance, December 31, 2016 $ 22,392 Foreign currency translation adjustment 687 Balance, September 30, 2017 $ 23,079
Schedule of Acquired Intangible Assets	Acquired intangible assets consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): As of September 30, 2017 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual property 7-15 years $ 16,553 $ (3,824 ) $ 12,729 Trademarks 4.5 years 828 (667 ) 161 Other 2-6 years 571 (462 ) 109 In-process research and development Indefinite 1,931 — 1,931 Total $ 19,883 $ (4,953 ) $ 14,930 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)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of Debt Obligations	Debt obligations consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): Debt instrument Principal at September 30, 2017 Non-cash Interest Unamortized Debt Issuance Costs Unamortized Debt Discount Balance at September 30, 2017 Current Portion: Debentures $ 146 $ — $ — $ — $ 146 Note Purchase Agreement 15,000 4,810 - - 19,810 Total current 15,146 4,810 - - 19,956 Long-term Portion: 2015 Subordinated Notes 14,000 — — (1,513 ) 12,487 Note Purchase Agreement 85,000 27,257 (1,246 ) (207 ) 110,804 Total long-term 99,000 27,257 (1,246 ) (1,720 ) 123,291 Total $ 114,146 $ 32,067 $ (1,246 ) $ (1,720 ) $ 143,247 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 Lia25

Accrued and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2017
Other Liabilities Disclosure [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Payroll $ 5,316 $ 6,504 Professional fees 3,892 2,373 Contract manufacturing costs 6,037 10,492 Research services 3,821 5,639 Leasehold improvements - 1,280 Other 1,493 1,587 Total $ 20,559 $ 27,875
Other Current Liabilities	Other current liabilities consisted of the following as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Current portion of deferred purchase price $ 4,000 $ 3,948 Other 944 843 Total $ 4,944 $ 4,791

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value	Assets and liabilities measured at fair value are summarized below (in thousands): Description September 30, 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 $ 4,986 $ 4,986 $ — $ — Short-term investments 4,976 4,976 — — Total $ 9,962 $ 9,962 $ — $ — Liabilities: Contingent purchase price considerations $ 7,684 $ — $ — $ 7,684 Total $ 7,684 $ — $ — $ 7,684 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
Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs	The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of September 30, 2017 (in thousands): Balance, December 31, 2016 $ 7,561 Change in fair value of contingent purchase price considerations during the period 123 Balance, September 30, 2017 $ 7,684

Share-Based Compensation Plans

Share-Based Compensation Plans (Tables)	9 Months Ended
	Sep. 30, 2017
Share Based Compensation [Abstract]
Schedule Of Stock Option Activity	A summary of option activity for the nine months ended September 30, 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 4,249,257 3.80 Exercised (117,694 ) 3.59 Forfeited (777,745 ) 4.43 Expired (297,294 ) 9.26 Outstanding at September 30, 2017 14,749,924 $ 4.23 7.58 $ 5,208,328 Vested or expected to vest at September 30, 2017 14,749,924 $ 4.23 7.58 $ 5,208,328 Exercisable at September 30, 2017 7,847,002 $ 4.36 6.38 $ 4,763,684
Summary Of Non-vested Stock Activity	A summary of non-vested stock activity for the nine months ended September 30, 2017 is presented below: Non-vested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 1,942,476 $ 6.45 Granted 711,300 1.84 Vested (584,802 ) 7.72 Forfeited (152,983 ) 6.61 Outstanding at September 30, 2017 1,915,991 $ 4.34
Schedule Of Share-Based Compensation Expense	The impact on our results of operations from share-based compensation for the three and nine months ended September 30, 2017 and 2016, was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Research and development $ 969 $ 818 $ 3,368 $ 3,689 General and administrative 986 1,565 3,716 5,012 Total share-based compensation expense $ 1,955 $ 2,383 $ 7,084 $ 8,701

Business, Liquidity and Basis28

Business, Liquidity and Basis of Presentation (Narrative) (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2017	Nov. 02, 2017	Dec. 31, 2016
Description Of Business [Line Items]
Cash, cash equivalents, and short-term investments	$ 70,100,000	$ 96,800,000	$ 123,800,000	$ 70,100,000
Decrease in cash cash equivalents and short term investments	26,700,000	$ 27,000,000	$ (47,400,000)	6,400,000
Accumulated deficit	$ 991,441,208			$ 991,441,208		$ 905,329,320
Oberland Capital SA Zermatt LLC [Member] | Additional Notes [Member] | Subsequent Event [Member]
Description Of Business [Line Items]
Debt Instrument, Face Amount					$ 15,000,000

Business, Liquidity and Basis29

Business, Liquidity and Basis of Presentation - Schedule of Cash, Cash Equivalents and Short-Term Investments (Details) - USD ($)	3 Months Ended				9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Description Of Business [Abstract]
Cash, cash equivalents and short-term investments	$ 70,100,000	$ 96,800,000	$ 123,800,000		$ 70,100,000
Increase (decrease) in cash, cash equivalents and short-term investments	(26,700,000)	(27,000,000)	47,400,000		(6,400,000)
Cash used in operating activities	(26,200,000)	(27,400,000)	(14,800,000)		(68,357,970)	$ (63,844,575)
Reported net loss	$ (36,841,707)	$ (31,700,000)	$ (17,300,000)	$ (40,773,520)	$ (85,657,928)	$ (100,871,902)

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	9 Months Ended
	Sep. 30, 2017	Sep. 30, 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	14,749,924	11,761,554
Non-vested Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,915,991	1,937,023
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	Sep. 30, 2017	Dec. 31, 2016
Cost [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents and short-term investments	$ 68,652	$ 53,891
Cost [Member] | Institutional Money Market Funds [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents and short-term investments	58,690	38,913
Estimated Fair Value [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents and short-term investments	68,652	53,891
Estimated Fair Value [Member] | Institutional Money Market Funds [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents and short-term investments	58,690	38,913
U.S. Treasury Bills [Member] | Cost [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents and short-term investments	9,962	14,978
U.S. Treasury Bills [Member] | Estimated Fair Value [Member]
Cash And Cash Equivalents [Line Items]
Cash equivalents and short-term investments	$ 9,962	$ 14,978

Investments (Narrative) (Detail

Investments (Narrative) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Cash And Cash Equivalents [Line Items]
Cash equivalents	$ 63,700,000	$ 48,900,000
Short-term investments	4,975,860	$ 4,988,751
U.S. Treasury Bills [Member]
Cash And Cash Equivalents [Line Items]
Proceeds from sale of short-term investments	$ 15,000,000

Goodwill and Acquired Intangi33

Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details)	9 Months Ended
	Sep. 30, 2017USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 22,392,411
Foreign currency translation adjustment	687,000
Ending balance	$ 23,078,686

Goodwill and Acquired Intangi34

Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Intangible Assets, Gross (Excluding Goodwill)	$ 19,883,000	$ 19,558,000
Accumulated amortization	(4,952,856)	(3,193,092)
Net carrying amount	14,929,743	16,364,726
Indefinite-lived Intangible Assets Acquired	1,931,000	1,846,000
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	16,553,000	16,358,000
Accumulated amortization	(3,824,000)	(2,384,000)
Net carrying amount	$ 12,729,000	$ 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	$ 828,000	$ 791,000
Accumulated amortization	(667,000)	(505,000)
Net carrying amount	161,000	286,000
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	571,000	563,000
Accumulated amortization	(462,000)	(303,000)
Net carrying amount	$ 109,000	$ 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 Intangi35

Goodwill and Acquired Intangible Assets (Narrative) (Details) $ in Millions	9 Months Ended
	Sep. 30, 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	$ 0.9
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	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Debt instrument, Current Portion
Principal Balance, Short-term Portion	$ 15,146
Non-cash Interest, Short-term Position	4,810
Balance, Short-term Portion	19,956
Debt instrument, Long-term Portion
Principal Balance, Long-term Portion	99,000	$ 114,000
Non-cash Interest, Long-term Portion	27,257	19,421
Unamortized Debt Issuance Costs, Long-term Portion	(1,246)	(1,345)
Unamortized Debt Discount, Long-term Portion	(1,720)	(1,533)
Balance, Long-term Portion	123,291	130,542
Principal, Balance Total	114,146	114,146
Non-cash Interest Total	32,067	19,421
Unamortized Debt Issuance Costs Total	(1,246)	(1,345)
Unamortized Debt Discount Total	(1,720)	(1,533)
Balance, Long-Term Debt Total	143,247	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	(1,513)	(1,311)
Balance, Long-term Portion	12,487	12,689
Note Purchase Agreement [Member]
Debt instrument, Long-term Portion
Principal Balance, Long-term Portion	85,000	100,000
Non-cash Interest, Long-term Portion	27,257	19,421
Unamortized Debt Issuance Costs, Long-term Portion	(1,246)	(1,345)
Unamortized Debt Discount, Long-term Portion	(207)	(222)
Balance, Long-term Portion	110,804	117,853
Debentures [Member]
Debt instrument, Current Portion
Principal Balance, Short-term Portion	146	146
Balance, Short-term Portion	146	$ 146
Note Purchase Agreement [Member]
Debt instrument, Current Portion
Principal Balance, Short-term Portion	15,000
Non-cash Interest, Short-term Position	4,810
Balance, Short-term Portion	$ 19,810

Debt (Narrative) (Details)

Debt (Narrative) (Details) - USD ($)	Feb. 28, 2017	Mar. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Carrying value of capital lease included in property, plant and equipment, net			$ 25,635,484	$ 25,633,985
Debt discount			$ 1,720,000	$ 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
Debt discount amortization period		3 years
Equipment [Member]
Debt Instrument [Line Items]
Capital lease expiration period			2020-06
Remainder of 2017			$ 72,000
2,018			288,000
2,019			288,000
December 31, 2020			144,000
Capital lease obligations			700,000
Equipment [Member] | Other Current Liabilities [Member]
Debt Instrument [Line Items]
Capital lease obligations included in other current liabilities			290,000
Equipment [Member] | Other Long-term Liabilities [Member]
Debt Instrument [Line Items]
Capital lease obligations included in other long-term liabilities			399,000
Capital Lease [Member] | Equipment [Member]
Debt Instrument [Line Items]
Carrying value of capital lease included in property, plant and equipment, net			$ 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 Lia38

Accrued and Other Current Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Accrued Liabilities Current [Abstract]
Payroll	$ 5,316,000	$ 6,504,000
Professional fees	3,892,000	2,373,000
Contract manufacturing costs	6,037,000	10,492,000
Research services	3,821,000	5,639,000
Leasehold improvements		1,280,000
Other	1,493,000	1,587,000
Total	$ 20,559,065	$ 27,874,703

Accrued and Other Current Lia39

Accrued and Other Current Liabilities (Other Current Liabilities) (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Other Liabilities Disclosure [Abstract]
Current portion of deferred purchase price	$ 4,000,000	$ 3,948,000
Other	944,000	843,000
Total	$ 4,943,705	$ 4,791,265

Fair Value Measurements (Narrat

Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Contingent purchase price consideration	$ 7,684	$ 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	$ 140,400	$ 129,200

Fair Value Measurements (Schedu

Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Cash equivalents, Fair Value Disclosure	$ 4,986	$ 9,990
Short-term investments, Fair Value Disclosure	4,976	4,988
Total	9,962	14,978
Contingent purchase price considerations, Fair Value Disclosure	7,684	7,561
Total	7,684	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	4,986	9,990
Short-term investments, Fair Value Disclosure	4,976	4,988
Total	9,962	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	7,684	7,561
Total	$ 7,684	$ 7,561

Fair Value Measurements (Sche42

Fair Value Measurements (Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs) (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Balance, beginning of period	$ 7,561
Balance, end of period	7,684
Contingent purchase price [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Change in fair value of considerations during the period	$ 123

Collaboration Agreement (Narrat

Collaboration Agreement (Narrative) (Details) - Incyte Corporation [Member] - USD ($) $ / shares in Units, shares in Millions	Feb. 14, 2017	Sep. 30, 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 Plan44

Share-Based Compensation Plans (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Weighted average grant-date fair value of options granted	$ 1.96	$ 2.38
Intrinsic value of shares vested	$ 2
Vesting of non-vested shares, shares	584,802
Shares issued from exercise of options	117,694
Employees and directors [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized compensation cost, options	$ 11
Outside Advisors [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized compensation cost, options	$ 1.4
Stock Options [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized compensation cost, weighted average period	2 years 6 months
Restricted Stock [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized compensation cost	$ 7.4
Performance Based Award [Member]
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Unrecognized compensation cost, weighted average period	1 year
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	121,183

Share-Based Compensation Plan45

Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details)	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Share Based Compensation [Abstract]
Options Outstanding, Beginning Balance | shares	11,693,400
Options Granted | shares	4,249,257
Options Exercised | shares	(117,694)
Options Forfeited | shares	(777,745)
Options Expired | shares	(297,294)
Options Outstanding, Ending Balance | shares	14,749,924
Options Vested or expected to vest | shares	14,749,924
Options Exercisable | shares	7,847,002
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 4.51
Options Granted, Weighted Average Exercise Price | $ / shares	3.80
Options Exercised, Weighted Average Exercise Price | $ / shares	3.59
Options Forfeited, Weighted Average Exercise Price | $ / shares	4.43
Options Expired, Weighted Average Exercise Price | $ / shares	9.26
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares	4.23
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares	4.23
Options Exercisable, Weighted Average Exercise Price | $ / shares	$ 4.36
Options Outstanding, Weighted Average Remaining Contractual Term	7 years 6 months 30 days
Options Vested or expected to vest, Weighted Average Remaining Contractual Term	7 years 6 months 30 days
Options Exercisable, Weighted Average Remaining Contractual Term	6 years 4 months 17 days
Options Outstanding, Aggregate Intrinsic Value | $	$ 5,208,328
Options Vested or expected to vest, Aggregate Intrinsic Value | $	5,208,328
Options Exercisable, Aggregate Intrinsic Value | $	$ 4,763,684

Share-Based Compensation Plan46

Share-Based Compensation Plans (Summary Of Non-vested Stock Activity) (Details)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Share Based Compensation [Abstract]
Non-vested Shares Outstanding, Beginning Balance | shares	1,942,476
Non-vested Shares Granted | shares	711,300
Non-vested Shares Vested | shares	(584,802)
Non-vested Shares Forfeited | shares	(152,983)
Non-vested Shares Outstanding, Ending Balance | shares	1,915,991
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 6.45
Non-vested Shares Granted, Weighted Average Grant Date Fair Value | $ / shares	1.84
Non-vested Shares Vested, Weighted Average Grant Date Fair Value | $ / shares	7.72
Non-vested Shares Forfeited, Weighted Average Grant Date Fair Value | $ / shares	6.61
Non-vested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	$ 4.34

Share-Based Compensation Plan47

Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 1,955	$ 2,383	$ 7,084	$ 8,701
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	969	818	3,368	3,689
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 986	$ 1,565	$ 3,716	$ 5,012

Benefit Plans (Narrative) (Deta

Benefit Plans (Narrative) (Details) - Foreign Plan [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan, contributions by employer	$ 39,000	$ 41,000	$ 124,000	$ 119,000
Defined benefit plans, estimated future employer contributions for the remainder of fiscal year	$ 54,000		$ 54,000

Recent Accounting Pronounceme49

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

Subsequent Events (Narrative) (

Subsequent Events (Narrative) (Details) - Subsequent Event [Member] - USD ($)	Nov. 02, 2017	Oct. 31, 2017	Oct. 18, 2017
Oberland Capital SA Zermatt LLC [Member] | Additional Notes [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 15,000,000
Additional notes maximum issuance period	15 days
Sales Agreement [Member]
Subsequent Event [Line Items]
Net proceeds from issuance of common stock		$ 1,900,000
Stock issued during period, shares, new issues		408,000
Maximum [Member]
Subsequent Event [Line Items]
Aggregate gross proceeds available			$ 250,000,000
Maximum [Member] | Sales Agreement [Member]
Subsequent Event [Line Items]
Shares available for sale through sales agent			15,000,000