Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 12, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Entity Registrant Name | AGENUS INC | ||
Entity Central Index Key | 0001098972 | ||
Trading Symbol | AGEN | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 161,589,924 | ||
Entity Public Float | $ 406.8 | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $.01 Par Value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-29089 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 06-1562417 | ||
Entity Address, Address Line One | 3 Forbes Road | ||
Entity Address, City or Town | Lexington | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 02421 | ||
City Area Code | 781 | ||
Local Phone Number | 674-4400 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference [Text Block] | Portions of the Registrant’s Definitive Proxy Statement relating to the 2020 Annual Meeting of Stockholders, which the registrant intends to file with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2019, are incorporated by reference into Part III of this Report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 61,808,000 | $ 53,054,000 |
Inventories | 0 | 55,000 |
Accounts Receivable | 16,293,000 | 938,000 |
Prepaid expenses | 7,420,000 | 19,265,000 |
Other current assets | 1,015,000 | 1,496,000 |
Total current assets | 86,536,000 | 74,808,000 |
Property, plant and equipment, net of accumulated amortization and depreciation of $42,861 and $38,068 at December 31, 2019 and 2018, respectively | 26,326,000 | 25,116,000 |
Operating lease right-of-use assets | 7,364,000 | |
Goodwill | 23,188,000 | 22,925,000 |
Acquired intangible assets, net of accumulated amortization of $9,431 and $7,472 at December 31, 2019 and 2018, respectively | 10,504,000 | 12,338,000 |
Other long-term assets | 1,417,000 | 1,214,000 |
Total assets | 155,335,000 | 136,401,000 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT | ||
Current portion, long-term debt | 646,000 | 146,000 |
Current portion, liability related to sale of future royalties and milestones | 45,961,000 | 27,443,000 |
Current portion, deferred revenue | 29,174,000 | 1,814,000 |
Current portion, operating lease liabilities | 1,347,000 | |
Accounts payable | 13,564,000 | 13,624,000 |
Accrued liabilities | 31,332,000 | 24,551,000 |
Other current liabilities | 185,000 | 484,000 |
Total current liabilities | 122,209,000 | 68,062,000 |
Long-term debt | 13,380,000 | 13,212,000 |
Liability related to sale of future royalties and milestones, net of current portion | 175,408,000 | 182,817,000 |
Deferred revenue, net of current portion | 27,705,000 | 1,165,000 |
Operating lease liabilities, net of current portion | 8,020,000 | |
Contingent purchase price consideration | 8,843,000 | 3,038,000 |
Other long-term liabilities | 4,190,000 | 2,773,000 |
Commitments and contingencies (Note 19) | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, par value $0.01 per share; 400,000,000 shares and 240,000,000 shares authorized; 137,818,068 shares and 119,996,331 shares issued at December 31, 2019 and 2018, respectively | 1,378,000 | 1,200,000 |
Additional paid-in capital | 1,059,583,000 | 1,005,183,000 |
Accumulated other comprehensive loss | (1,324,000) | (1,539,000) |
Accumulated deficit | (1,284,993,000) | (1,177,311,000) |
Total stockholders’ deficit attributable to Agenus Inc. | (225,356,000) | (172,467,000) |
Non-controlling interest | (5,981,000) | (2,078,000) |
Total stockholders’ deficit | (231,337,000) | (174,545,000) |
Total liabilities, convertible preferred stock and stockholders’ deficit | 155,335,000 | 136,401,000 |
Series C-1 Convertible Preferred Stock [Member] | ||
CONVERTIBLE PREFERRED STOCK | ||
Series C-1 convertible preferred stock; 12,459 shares and 18,459 shares designated, issued, and outstanding at December 31, 2019 and 2018, respectively | 26,917,000 | 39,879,000 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Series A-1 convertible preferred stock; 31,620 shares designated, issued, and outstanding at December 31, 2019 and 2018; liquidation value of $33,040 and $32,832 at December 31, 2019, and 2018, respectively | 0 | 0 |
Total stockholders’ deficit | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property plant and equipment, accumulated amortization and depreciation | $ 42,861 | $ 38,068 |
Acquired intangible assets, accumulated amortization | $ 9,431 | $ 7,472 |
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 | 400,000,000 | 240,000,000 |
Common stock, shares issued | 137,818,068 | 119,996,331 |
Series C-1 Convertible Preferred Stock [Member] | ||
Series C-1 convertible preferred stock, shares designated | 12,459 | 18,459 |
Series C-1 convertible preferred stock, shares issued | 12,459 | 18,459 |
Series C-1 convertible preferred stock, shares outstanding | 12,459 | 18,459 |
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 | $ 33,040 | $ 32,832 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | |||
Total revenues | $ 150,048 | $ 36,784 | $ 42,877 |
Operating expenses: | |||
Research and development | (168,339) | (124,600) | (116,125) |
General and administrative | (46,041) | (37,340) | (33,741) |
Contingent purchase price consideration fair value adjustment | (5,805) | 1,335 | 3,188 |
Operating loss | (70,137) | (123,821) | (103,801) |
Other income (expense): | |||
Loss on early extinguishment of debt | (10,767) | ||
Non-operating income (expense) | 28 | (2,183) | 1,977 |
Interest expense, net | (41,451) | (25,273) | (18,868) |
Net loss | (111,560) | (162,044) | (120,692) |
Dividends on Series A-1 convertible preferred stock | (208) | (207) | (206) |
Less: net loss attributable to non-controlling interest | (3,903) | (2,352) | |
Net loss attributable to Agenus Inc. common stockholders | $ (107,865) | $ (159,899) | $ (120,898) |
Per common share data: | |||
Basic and diluted net loss attributable to Agenus Inc. common stockholders | $ (0.80) | $ (1.44) | $ (1.23) |
Weighted average number of Agenus Inc. common shares outstanding: | |||
Basic and diluted | 134,982 | 110,772 | 98,415 |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | $ 215 | $ 630 | $ (615) |
Pension liability | (25) | ||
Other comprehensive income (loss) | 215 | 630 | (640) |
Comprehensive loss | (107,650) | (159,269) | (121,538) |
Royalty sales milestone [Member] | |||
Revenue: | |||
Total revenues | 15,100 | ||
Other Revenues [Member] | |||
Revenue: | |||
Total revenues | 4,679 | 168 | |
Research and Development [Member] | |||
Revenue: | |||
Total revenues | 99,845 | 19,475 | $ 42,709 |
Non Cash Royalty Revenue Related To The Sale Of Future Royalties And Milestone [Member] | |||
Revenue: | |||
Total revenues | $ 30,424 | $ 17,309 |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Amendment to 2013 Warrants [Member] | SECANT Yeast Display Acquisition [Member] | Common Stock [Member] | Common Stock [Member]SECANT Yeast Display Acquisition [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Amendment to 2013 Warrants [Member] | Additional Paid-in Capital [Member]SECANT Yeast Display Acquisition [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] | Accumulated Deficit [Member] | Series C-1 Convertible Preferred Stock [Member] | Series A-1 convertible preferred stock [Member] |
Stockholders' Equity, Beginning Balance at Dec. 31, 2016 | $ (39,126) | $ 878 | $ 866,854 | $ (1,529) | $ (905,329) | $ 0 | ||||||||
Balance, shares at Dec. 31, 2016 | 87,795,000 | 32,000 | ||||||||||||
Net loss | (120,692) | (120,692) | ||||||||||||
Other comprehensive loss | (640) | (640) | ||||||||||||
Adoption of ASC | (82) | 1,211 | (1,293) | |||||||||||
Shares sold under Stock Purchase Agreement, values | 60,000 | $ 100 | 59,900 | |||||||||||
Shares sold under Stock Purchase Agreement, shares | 10,000,000 | |||||||||||||
Share-based compensation | 10,924 | 10,924 | ||||||||||||
Reclassification of liability | 2,016 | 2,016 | ||||||||||||
Vesting of nonvested shares, value | (527) | $ 11 | (11) | $ (527) | ||||||||||
Vesting of nonvested shares, shares | 1,097,000 | (156,000) | ||||||||||||
Shares sold at the market, value | 5,560 | $ 13 | 5,547 | |||||||||||
Shares sold at the market, shares | 1,315,000 | |||||||||||||
Issuance of warrants | $ 731 | $ 731 | ||||||||||||
Retirement of treasury shares, value | $ (2) | (1,364) | $ 527 | 839 | ||||||||||
Retirement of treasury shares, share | (156,000) | 156,000 | ||||||||||||
Issuance of shares related to milestone achievement, values | 1,486 | $ 4 | 1,482 | |||||||||||
Issuance of shares related to milestone achievement, shares | 373,000 | |||||||||||||
Issuance of stock for acquisition, value | $ 3,548 | $ 10 | $ 3,538 | |||||||||||
Issuance of stock for acquisition, share | 999,000 | |||||||||||||
Exercise of stock options and employee share purchases, value | 987 | $ 3 | 984 | |||||||||||
Exercise of stock options and employee share purchases, shares | 283,000 | |||||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2017 | (75,815) | $ 1,017 | 951,812 | (2,169) | (1,026,475) | $ 0 | ||||||||
Balance, shares at Dec. 31, 2017 | 101,706,000 | 32,000 | ||||||||||||
Net loss | (162,044) | $ (2,352) | (159,692) | |||||||||||
Other comprehensive loss | 630 | 630 | ||||||||||||
Adoption of ASC | ASC 606 [Member] | 8,856 | 8,856 | ||||||||||||
AgenTus share distribution | 274 | 274 | ||||||||||||
Share-based compensation | 7,351 | 7,351 | ||||||||||||
Vesting of nonvested shares, value | $ 1 | (1) | ||||||||||||
Vesting of nonvested shares, shares | 53,000 | |||||||||||||
Shares sold at the market, value | 44,919 | $ 178 | 44,741 | |||||||||||
Shares sold at the market, shares | 17,799,000 | |||||||||||||
Issuance of Series C-1 convertible preferred stock, net of issuance costs, value | $ 39,879 | |||||||||||||
Issuance of Series C-1 convertible preferred stock, net of issuance costs, shares | 18,000 | |||||||||||||
Payment of consultant in shares | 50 | $ 0 | 50 | |||||||||||
Payment of consultant in shares, shares | 26,000 | |||||||||||||
Exercise of stock options and employee share purchases, value | 1,234 | $ 4 | 1,230 | |||||||||||
Exercise of stock options and employee share purchases, shares | 413,000 | |||||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2018 | (174,545) | $ 1,200 | 1,005,183 | (1,539) | (2,078) | (1,177,311) | $ 0 | |||||||
Temporary Equity, shares at Dec. 31, 2018 | 18,459 | |||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2018 | $ 39,879 | |||||||||||||
Balance, shares at Dec. 31, 2018 | 119,997,000 | 32,000 | ||||||||||||
Net loss | (111,560) | (3,903) | (107,657) | |||||||||||
Other comprehensive loss | 215 | 215 | ||||||||||||
Adoption of ASC | (25) | (25) | ||||||||||||
Shares sold under Stock Purchase Agreement, values | 30,000 | $ 111 | 29,889 | |||||||||||
Shares sold under Stock Purchase Agreement, shares | 11,111,000 | |||||||||||||
Share-based compensation | 9,892 | 9,892 | ||||||||||||
Vesting of nonvested shares, value | $ 1 | (1) | ||||||||||||
Vesting of nonvested shares, shares | 130,000 | |||||||||||||
Conversion of Series C-1 convertible preferred stock | 12,962 | $ 60 | 12,902 | $ (12,962) | ||||||||||
Conversion of Series C-1 convertible preferred stock, shares | 6,000,000 | (6,000) | ||||||||||||
Payment of consultant in shares | 81 | $ 0 | 81 | |||||||||||
Payment of consultant in shares, shares | 29,000 | |||||||||||||
Exercise of stock options and employee share purchases, value | 1,643 | $ 6 | 1,637 | |||||||||||
Exercise of stock options and employee share purchases, shares | 552,000 | |||||||||||||
Stockholders' Equity, Ending Balance at Dec. 31, 2019 | $ (231,337) | $ 1,378 | $ 1,059,583 | $ (1,324) | $ (5,981) | $ (1,284,993) | $ 0 | |||||||
Temporary Equity, shares at Dec. 31, 2019 | 12,459 | |||||||||||||
Temporary Equity, Ending Balance at Dec. 31, 2019 | $ 26,917 | |||||||||||||
Balance, shares at Dec. 31, 2019 | 137,819,000 | 32,000 |
Consolidated Statements of Co_2
Consolidated Statements of Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Series C-1 Convertible Preferred Stock [Member] | |
Issuance costs | $ 122 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (111,560) | $ (162,044) | $ (120,692) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,662 | 6,288 | 6,006 |
Share-based compensation | 9,892 | 7,625 | 12,429 |
Non-cash royalty revenue | (30,424) | (17,309) | |
Non-cash interest expense | 42,201 | 24,599 | 18,242 |
Loss on disposal of assets | 58 | 145 | 24 |
Change in fair value of contingent obligations | 5,805 | (1,335) | (3,188) |
Gain on issuance of stock for settlement of milestone obligation | (566) | ||
Loss on extinguishment of debt | 10,767 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (15,355) | 196 | 10,217 |
Inventories | 55 | 24 | 9 |
Prepaid expenses | 11,792 | (8,210) | (8,453) |
Accounts payable | (234) | 5,366 | 1,646 |
Deferred revenue | 53,900 | (397) | (2,722) |
Accrued liabilities and other current liabilities | 7,097 | 3,303 | (4,849) |
Other operating assets and liabilities | 1,429 | (113) | (2,329) |
Net cash used in operating activities | (18,682) | (131,095) | (94,226) |
Cash flows from investing activities: | |||
Proceeds from sale of plant and equipment | 6 | 120 | |
Purchases of plant and equipment | (4,657) | (3,597) | (3,120) |
Purchases of available-for-sale securities | (14,936) | ||
Proceeds from sale of available-for-sale securities | 20,000 | ||
Net cash provided by (used in) investing activities | (4,657) | (3,591) | 2,064 |
Cash flows from financing activities: | |||
Net proceeds from sale of equity | 30,000 | 44,919 | 65,560 |
Proceeds from employee stock purchases and option exercises | 1,643 | 1,234 | 987 |
Purchase of treasury shares to satisfy tax withholdings | (527) | ||
Proceeds from issuance of long-term debt | 15,000 | ||
Debt issuance costs | (150) | ||
Proceeds from sale of future royalties | 204,878 | ||
Transaction costs from sale of future royalties and milestones | (494) | ||
Repayments of debt | (161,847) | ||
Payment of finance lease obligation | (320) | (283) | (331) |
Net cash provided by (used in) financing activities | 31,323 | 128,286 | 80,539 |
Effect of exchange rate changes on cash | 770 | (733) | 362 |
Net decrease in cash and cash equivalents | 8,754 | (7,133) | (11,261) |
Cash and cash equivalents, beginning of period | 53,054 | 60,187 | 71,448 |
Cash and cash equivalents, end of period | 61,808 | 53,054 | 60,187 |
Supplemental cash flow information: | |||
Cash paid for interest | 1,224 | 1,171 | 1,120 |
Supplemental disclosures - non-cash activities: | |||
Purchases of plant and equipment in accounts payable and accrued liabilities | 1,242 | 300 | 968 |
Lease right-of-use assets obtained in exchange for new operating lease liabilities | 3,017 | ||
Milestone obligation [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Issuance of common stock | 1,486 | ||
Payment to Consultant [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Issuance of common stock | $ 81 | 50 | |
SECANT Yeast Display technology [Member] | |||
Supplemental disclosures - non-cash activities: | |||
Issuance of common stock | $ 3,548 | ||
Series C-1 Convertible Preferred Stock [Member] | |||
Cash flows from financing activities: | |||
Net proceeds from sale of C-1 Preferred Stock | $ 39,879 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | |
Payment to Consultant [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Common stock, par value | $ 0.01 | |
SECANT Yeast Display technology [Member] | ||
Supplemental disclosures - non-cash activities: | ||
Common stock, par value | $ 0.01 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Description Of Business [Abstract] | |
Description of Business | (1) Description of Business 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 advancing an extensive pipeline of immune checkpoint antibodies, adoptive cell therapies and neoantigen cancer vaccines, to fight cancer. Our business is designed to drive success in I-O through speed, innovation and effective combination therapies. We believe that combination therapies and a deep understanding of each patient’s cancer will drive substantial expansion of the patient population benefiting from current I-O therapies. In addition to a diverse pipeline, we have assembled fully integrated end-to-end capabilities including novel target discovery, antibody generation, cell line development and good manufacturing practice (“GMP”) manufacturing. We believe that these fully integrated capabilities enable us to produce novel candidates on timelines that are shorter than the industry standard. Leveraging from our science and capabilities, we have forged important partnerships to advance our innovation. 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 multiple antibody discovery platforms, including our proprietary display technologies, designed to drive the discovery of future CPM antibody candidates; • our antibody candidate programs, including our CPM programs; • our vaccine programs, including Prophage™, AutoSynVax™ and PhosPhoSynVax • our saponin-based vaccine adjuvants, principally our QS-21 Stimulon™ adjuvant, or QS-21 Stimulon; and • our cell therapy subsidiary, AgenTus Therapeutics, Inc., which is designed to drive the discovery of future adoptive cell therapy, or “living drugs” (Activated, CAR-T and TCR) 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 and cash equivalents at December 31, 2019 were $61.8 million, an increase of $8.8 million from December 31, 2018. We have incurred significant losses since our inception. As of December 31, 2019, we had an accumulated deficit of $1.28 billion. Although we plan to launch our first commercial product in 2021, we do not expect to be profitable in 2021. During the past five years, we have financed our operations primarily through funding from corporate partnerships and novel financing mechanisms. Based on our current plans and projections, we believe that our cash resources of $61.8 million as of December 31, 2019 combined with cash from partnership milestones already triggered and expected later this year, as well as proceeds from financing transactions already completed in the first quarter of 2020, will be sufficient to satisfy our liquidity requirements through the fourth quarter of 2020. We are presently in multiple partnership and out licensing discussions which, if consummated, could extend our cash resources into and beyond next year. Until we are successful in our efforts for capital infusion through these transactions or other financing options, and because the completion of such transactions is not entirely within our control, in accordance with accounting guidance we are required to disclose that substantial doubt exists about our ability to continue as a going concern for a period of one year after the date of filing of this Annual Report on Form 10-K. Management continues to address the Company’s liquidity position and will adjust spending as needed in order to preserve liquidity. We also continue to monitor the likelihood of success of our key initiatives and have a plan to discontinue funding of such activities if they do not prove to be successful, or, if by the second quarter of 2020 the anticipated additional cash resources are not put into place, restrict funding of non-core programs, restrict capital expenditures and/or reduce the scale of our operations as necessary to ensure sufficient cash resources through the fourth quarter of 2020. 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 . Research and development program costs include compensation and other direct costs plus an allocation of indirect costs, based on certain assumptions, and our review of the status of each program. Our product candidates are in various stages of development and significant additional expenditures will be required if we start new trials, encounter delays in our programs, apply for regulatory approvals, continue development of our technologies, expand our operations, and/or bring our product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, and number of patients. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because many of our antibody and neoantigen vaccine programs are early stage, and because any further development of HSP-based vaccines is dependent on clinical trial results, among other factors, we are unable to reliably estimate the cost of completing our research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements, and, therefore, when, if ever, material cash inflows are likely to commence. We will continue to adjust our spending as needed in order to preserve liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Agenus and our subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Non-controlling interest in the consolidated financial statements represents the portion of AgenTus Therapeutics not owned by Agenus. (b) Segment Information We are managed and currently operate as two segments. However, we have concluded that our two operating segments meet all three criteria required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting . (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. (d) Cash and Cash Equivalents We consider all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds. (e) Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are primarily cash equivalents, investments, and accounts receivable. We invest our cash, cash equivalents and short-term investments in accordance with our investment policy, which specifies high credit quality standards and limits the amount of credit exposure from any single issue, issuer, or type of investment. We carry balances in excess of federally insured levels, however, we have not experienced any losses to date from this practice. (f) Inventories Inventories are stated at the lower of cost or net realizable value. Cost has been determined using standard costs that approximate the first-in, first-out method. We had no inventory as of December 31, 2019 and inventory as of December 31, 2018 consisted solely of finished goods. (g) Accounts Receivable Accounts receivable are amounts due from our collaboration partners as a result of research and development and manufacturing services provided and milestones achieved. We considered the need for an allowance for doubtful accounts and have concluded that no allowance was needed as of December 31, 2019 and 2018, as the estimated risk of loss on our accounts receivable was determined to be minimal. (h) Property, Plant and Equipment Property, plant and equipment, including software developed for internal use, are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Amortization and depreciation of plant and equipment was $4.8 million, $4.3 million, and $3.8 million, for the years ended December 31, 2019, 2018, and 2017, respectively. (i) Fair Value of Financial Instruments The estimated fair values of all our financial instruments approximate their carrying amounts in the consolidated balance sheets. The fair value of our outstanding debt is based on a present value methodology. The outstanding principal amount of our debt, including the current portion, was $14.1 million at December 31, 2019 and 2018, respectively. (j) Revenue Recognition The adoption of ASC 606 resulted in a cumulative adjustment to decrease our accumulated deficit by $ For the years ended December 31, 2019, 2018 and 2017, 60%, 43% and 87%, respectively, of our revenue was earned from one collaboration partner. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note 13. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note 13. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: 1. Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and 2. Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. (k) Foreign Currency Transactions Gains and losses from our foreign currency-based accounts and transactions, such as those resulting from the translation and settlement of receivables and payables denominated in foreign currencies, are included in the consolidated statements of operations within other income (expense). We do not currently use derivative financial instruments to manage the risks associated with foreign currency fluctuations. We recorded a foreign currency gain of $0.1 million for the year ended December 31, 2019, a foreign currency loss of $2.2 million for the year ended December 31, 2018, and a foreign currency gain of $1.9 million for the year ended December 31, 2017. (l) Research and Development Research and development expenses include the costs associated with our internal research and development activities, including salaries and benefits, share-based compensation, occupancy costs, clinical manufacturing costs, related administrative costs, and research and development conducted for us by outside advisors, such as sponsored university-based research partners and clinical study partners. We account for our clinical study costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost based on estimates of when the patient receives treatment, beginning when the patient enrolls in the trial. Research and development expenses also include the cost of clinical trial materials shipped to our research partners. Research and development costs are expensed as incurred. (m) Share-Based Compensation We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. (n) Income Taxes Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such items are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Deferred tax assets are recognized when they are more likely than not expected to be realized. (o) Net Loss Per Share Basic income and 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). 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 Directors’ Deferred Compensation Plan) 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 December 31, 2019, 2018, and 2017, as they would be anti-dilutive: Year Ended 2019 2018 2017 Warrants 1,400 2,900 4,351 Stock options 27,164 18,614 14,367 Nonvested shares 2,120 2,214 1,314 Series A-1 convertible preferred stock 333 333 333 Series C-1 convertible preferred stock 12,459 18,459 - (p) Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Annually we assess whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. We perform our annual impairment test as of October 31 of each year. The first step of our impairment analysis compares the fair value of our reporting units to their net book value to determine if there is an indicator of impairment. We operate as two reporting units. ASC 350, Intangibles, Goodwill and Other (q) In-process Research and Development Acquired in-process research and development (“IPR&D”) represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The revenue and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing a new drug. Additionally, the projections consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by us and our competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the projects and uncertainties in the economic estimates used in the projections. Upon the acquisition of IPR&D, we complete an assessment of whether our acquisition constitutes the purchase of a single asset or a group of assets. We consider multiple factors in this assessment, including the nature of the technology acquired, the presence or absence of separate cash flows, the development process and stage of completion, quantitative significance and our rationale for entering into the transaction. If we acquire an asset or group of assets that do not meet the definition of a business under applicable accounting standards, then the acquired IPR&D is expensed on its acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. We review amounts capitalized as acquired IPR&D for impairment at least annually, as of October 31, or whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. When performing our impairment assessment, we have the option to first assess qualitative factors to determine whether it is necessary to estimate the fair value of our acquired IPR&D. If we elect this option and believe, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of our acquired IPR&D is less than its carrying amount, we estimate the fair value using the same methodology as described above. If the carrying value of our acquired IPR&D exceeds its fair value, then the intangible asset is written-down to its fair value. Alternatively, we may elect to not first assess qualitative factors and immediately estimate the fair value of our acquired IPR&D. No IPR&D impairments were recognized for the years presented. (r) Long-lived Assets If required based on certain events and circumstances, recoverability of assets to be held and used, other than goodwill and intangible assets not being amortized, is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Authoritative guidance requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. (s) Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”) which supersedes Topic 840, Leases (“ASC 840”). We adopted ASC 842 on January 1, 2019 using the alternative transition method and recorded a cumulative effect adjustment to beginning retained earnings without restating prior periods. Accordingly, all financial information and disclosures for periods before January 1, 2019 continue to be presented under the requirements of ASC 840. We elected the package of practical expedients, which allowed us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease and our initial direct costs for any leases that existed prior to adoption of the new standard. At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in such arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of-use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred, or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our condensed consolidated statement of operations. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability. We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options). We account for the sublease of space in our main Lexington, Massachusetts facility from the perspective of a lessor. Our sublease is classified as an operating lease. We record sublease income as a reduction of operating expense. Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheet. Impact of Adopting ASC 842 on the Condensed Consolidated Financial Statements We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands): As Reported December 31, 2018 ASC 842 Adjustment Adjusted January 1, 2019 Condensed Consolidated Balance Sheet Data: Operating lease right-of-use assets $ — $ 5,687 $ 5,687 Current portion, operating lease liabilities — 1,510 1,510 Other current liabilities 484 (95 ) 389 Operating lease liabilities, net of current portion — 6,216 6,216 Other long-term liabilities 2,773 (1,921 ) 852 Accumulated deficit $ (1,177,311 ) $ (25 ) $ (1,177,336 ) The adoption did not have an impact on our condensed consolidated statement of operations or our condensed consolidated statement of cash flows. See Note 15 for additional information regarding our leases. (t) Recent Accounting Pronouncements Recently Issued and Adopted In February 2016, the FASB issued ASC 842 which supersedes ASC 840, Leases. ASC 842 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. We adopted the new standard on January 1, 2019 and have used the effective date as our date of initial application. See Note 2 (s) and Note 15. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The amendments in ASU 2018-07 simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. We adopted the new standard on January 1, 2019. The adoption did not have a material impact on our consolidated financial statements. Recently Issued, Not Yet Adopted 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, an 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 2023. 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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The amendments in ASU 2018-13 modify the disclosure requirements of fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We are currently evaluating the impact of adoption of ASU 2018-13 on our financial statement disclosures. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASC 606”) (“ASU 2018-18”). ASU 2018-18 (1) clarifies that certain transactions between collaborative arrangement participants should be accounted for under ASC 606, when the collaborative arrangement participant is a customer in the context of a unit of account, (2) adds unit-of-account guidance in ASC 808 to align with ASC 606 when an entity is assessing whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606, (3) precludes presenting transactions together with revenue when those transactions involve collaborative arrangement participants that are not directly related to third parties and are not customers. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2018-18 on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 enhances and simplifies multiple aspects of the income tax accounting guidance in ASC 740. The standard will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2019-12 on our consolidated financial statements. No other new accounting pronouncement issued or effective during the year ended December 31, 2019 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Acquisitions | (3) Business Acquisitions 4-Antibody On January 10, 2014, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) providing for our acquisition of all of the outstanding capital stock of Agenus Switzerland Inc. (formerly known as 4-Antibody AG) (“4-AB”), from the shareholders of 4-AB (the “4-AB Shareholders”). The transaction closed on February 12, 2014 (the “Closing Date”). In exchange for their shares, the 4-AB Shareholders received an aggregate of 3,334,079 shares of our common stock paid upon closing and valued at $10.1 million. Contingent milestone payments of up to $40.0 million (the “contingent purchase price consideration”), payable in cash or shares of our common stock at our option, are due to the 4-AB Shareholders as follows: (i) $20.0 million upon our market capitalization exceeding $300.0 million for 10 consecutive trading days prior to the earliest of (a) the fifth anniversary of the Closing Date (b) the sale of the 4-AB or (c) the sale of Agenus; (ii) $10.0 million upon our market capitalization exceeding $750.0 million for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date (b) the sale of 4-AB, or (c) the sale of Agenus, and (iii) $10.0 million upon our market capitalization exceeding $1.0 billion for 30 consecutive trading days prior to the earliest of (a) the tenth anniversary of the Closing Date, (b) the sale of 4-AB, or (c) the sale of Agenus. We assigned an acquisition date fair value of $9.7 million to the contingent purchase price consideration. During January 2015, the first milestone noted above was achieved. This acquisition provided us with the Retrocyte Display technology platform for the rapid discovery and optimization of fully-human and humanized monoclonal antibodies against a wide array of molecular targets and a portfolio of CPM antibodies. PhosImmune Inc. On December 23, 2015 (the “PhosImmune Closing Date”), we entered into a Purchase Agreement with PhosImmune Inc., a privately-held Virginia corporation (“PhosImmune”), the securityholders of PhosImmune (the “PhosImmune Securityholders”) and Fanelli Haag PLLC, as representative of the PhosImmune Securityholders providing for the acquisition of all outstanding securities of PhosImmune. On the PhosImmune Closing Date, in exchange for their shares, the PhosImmune Securityholders received $2.5 million in cash and an aggregate of 1,631,521 of our common stock paid upon closing and valued at $7.4 million. Contingent milestone payments up to $35.0 million payable in cash and/or stock at our option are due as follows: (i) $5.0 million upon the closing trading price of our common stock equals or exceeds $8.00 for 60 consecutive trading days prior to the earlier of (a) the fifth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus; (ii) $15.0 million if the closing trading price of our common stock equals or exceeds $13.00 for 60 consecutive trading days prior to the earlier of (a) the tenth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus; and (iii) $15.0 million if the closing trading price of our common stock equals or exceeds $19.00 for 60 consecutive trading days prior to the earlier of (a) the tenth anniversary of the PhosImmune Closing Date or (b) the sale of Agenus. We assigned an acquisition date fair value of $2.5 million to the contingent purchase price consideration. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets | (4) Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for year ended December 31, 2019 (in thousands): Balance, December 31, 2018 $ 22,925 Effect of foreign currency 263 Balance, December 31, 2019 $ 23,188 Acquired intangible assets consisted of the following at December 31, 2019 and 2018 (in thousands): As of December 31, 2019 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual Property 7-15 years $ 16,584 $ (8,044 ) $ 8,540 Trademarks 4.5 years 834 (834 ) - Other 2-6 years 572 (553 ) 19 In-process research and development Indefinite 1,945 — 1,945 Total $ 19,935 $ (9,431 ) $ 10,504 As of December 31, 2018 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual Property 7-15 years $ 16,509 $ (6,147 ) $ 10,362 Trademarks 4.5 years 820 (820 ) — Other 2-6 years 569 (505 ) 64 In-process research and development Indefinite 1,912 — 1,912 Total $ 19,810 $ (7,472 ) $ 12,338 The weighted average amortization period of our finite-lived intangible assets is approximately 9 years. Amortization expense for the years ended December 31, 2019, 2018, and 2017 was $2.0 million, $2.0 million and $2.3 million, respectively. Amortization expense related to acquired intangibles is estimated at $1.9 million for each of 2020, 2021 and 2022, $1.4 million for 2023 and $0.3 million for 2024. The acquired IPR&D asset relates to the six pre-clinical antibody programs acquired in the Agenus Switzerland transaction. IPR&D acquired in a business combination is capitalized at fair value until the underlying project is completed and is subject to impairment testing. Once the project is completed, the carrying value of IPR&D is amortized over the estimated useful life of the asset. Post-acquisition research and development expenses related to the acquired IPR&D are expensed as incurred. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Investments | (5) Investments Cash Equivalents Cash equivalents consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Cost Estimated Fair Value Cost Estimated Fair Value Institutional Money Market Funds $ 55,258 $ 55,258 $ 29,948 $ 29,948 As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses as of December 31, 2019, 2018 and 2017. All the investments listed above have been classified as cash equivalents on our consolidated balance sheet as of December 31, 2019 and 2018, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | (6) Property, Plant and Equipment Property, plant and equipment, net as of December 31, 2019 and 2018 consist of the following (in thousands): 2019 2018 Estimated Depreciable Lives Land $ 2,230 $ 2,230 Indefinite Building and building improvements 5,624 5,451 35 years Furniture, Fixtures, and other 6,394 3,984 3 to 10 years Laboratory and manufacturing equipment 20,880 18,993 4 to 10 years Leasehold improvements 25,350 24,525 2 to 12 years Software and computer equipment 8,709 8,001 3 years 69,187 63,184 Less accumulated depreciation and amortization (42,861 ) (38,068 ) Total $ 26,326 $ 25,116 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (7) Income Taxes We are subject to taxation in the U.S. and in various state, local, and foreign jurisdictions. We remain subject to examination by U.S. Federal, state, local, and foreign tax authorities for tax years 2016 through 2019. With a few exceptions, we are no longer subject to U.S. Federal, state, local, and foreign examinations by tax authorities for the tax year 2015 and prior. However, net operating losses from the tax year 2015 and prior would be subject to examination if and when used in a future tax return to offset taxable income. Our policy is to recognize income tax related penalties and interest, if any, in our provision for income taxes and, to the extent applicable, in the corresponding income tax assets and liabilities, including any amounts for uncertain tax positions. As of December 31, 2019, we had available net operating loss carryforwards of $646.3 million and $184.9 million for Federal and state income tax purposes, respectively, which are available to offset future Federal and state taxable income, if any, $38.6 million of these Federal net operating loss carryforwards do not expire, while the remaining net operating loss carryforwards expire between 2021 and 2038. Our ability to use these net operating losses is limited by change of control provisions under Internal Revenue Code Section 382 and may expire unused. In addition, we have $8.8 million and $9.4 million of Federal and state research and development credits, respectively, available to offset future taxable income. These Federal and state research and development credits expire between 2020 and 2033 and 2020 and 2029, respectively. Additionally, we have $214,000 of state investment tax credits, available to offset future taxable income and expire between 2020 and 2022. We also have foreign income tax net operating loss carryforwards of approximately $1.9 million generated in Switzerland which are available to offset future foreign taxable income, if any, and expire between 2024 and 2026. We also have foreign net operating loss carryforwards, which do not expire, available to offset future foreign taxable income of $7.5 million in the United Kingdom, $8.0 million in Belgium, $55,000 in Ireland, and $289,000 in Hong Kong. The potential impacts of such provisions are among the items considered and reflected in management’s assessment of our valuation allowance requirements. The tax effect of temporary differences and net operating loss and tax credit carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are presented below (in thousands). 2019 2018 Deferred tax assets: U.S. Federal and State net operating loss carryforwards $ 143,126 $ 182,557 Foreign net operating loss carryforwards 4,096 1,524 Research and development tax credits 16,364 18,507 Share-based compensation 4,774 4,824 Intangible Assets 38,710 36,217 Interest expense carryforward 3,893 6,555 Deferred Revenue 47,456 — Lease Liability 2,002 — Other 3,974 4,882 Total deferred tax assets 264,395 255,066 Less: valuation allowance (262,228 ) (254,315 ) Net deferred tax assets 2,167 751 Foreign intangible assets (1,009 ) (1,063 ) Right of use asset (1,599 ) — Other (165 ) (406 ) Deferred tax liabilities (2,773 ) (1,469 ) Net deferred tax liability $ (606 ) $ (718 ) In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the net operating loss and tax credit carryforwards can be utilized or the temporary differences become deductible. We consider projected future taxable income and tax planning strategies in making this assessment. In order to fully realize the deferred tax asset, we will need to generate future taxable income sufficient to utilize net operating losses prior to their expiration. Based upon our history of not generating taxable income due to our business activities focused on product development, we believe that it is more likely than not that deferred tax assets will not be realized through future earnings. Accordingly, a valuation allowance has been established for deferred tax assets which will not be offset by the reversal of deferred tax liabilities. The valuation allowance on the deferred tax assets increased by $7.9 million during the year ended December 31, 2019, while the valuation allowance decreased by $21.9 during the year ended December 31, 2018, respectively. Income tax benefit was nil for the years ended December 31, 2019, 2018 and 2017. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2019 and 2018 and 34% in 2017 to loss before income taxes as a result of the following (in thousands). 2019 2018 2017 Computed “expected” Federal tax benefit $ (23,413 ) $ (34,029 ) $ (41,035 ) (Increase) reduction in income taxes benefit resulting from: Change in valuation allowance 7,913 24,233 (63,868 ) (Decrease) increase due to uncertain tax positions (64 ) 7 — Foreign income inclusion — 11,089 — State and local income benefit, net of Federal income tax benefit 4,144 (11,708 ) (4,561 ) Change in federal tax rate — — 104,764 Foreign rate differential (564 ) 956 2,084 Change in fair value contingent consideration 1,219 (280 ) (1,084 ) Other, net 10,765 9,732 3,700 Income tax benefit $ — $ — $ — A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): 2019 2018 2017 Balance, January 1 $ 4,356 $ 4,349 $ 5,278 Increase related to current year positions 122 — — Increase (decrease) related to previously recognized positions (186 ) 7 — Decrease related to change in federal tax rate — — (929 ) Balance, December 31 $ 4,292 $ 4,356 $ 4,349 These unrecognized tax benefits would all impact the effective tax rate if recognized. There are no positions which we anticipate could change within the next twelve months. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Accrued Liabilities | (8) Accrued Liabilities Accrued liabilities consist of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Payroll $ 9,575 $ 8,770 Professional fees 4,314 3,528 Contract manufacturing costs 8,768 5,947 Research services 6,675 5,348 Other 2,000 958 Total $ 31,332 $ 24,551 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Equity | (9) Equity Effective June 19, 2019, our certificate of incorporation was amended to increase the number of authorized shares of common stock from 240,000,000 to 400,000,000. Under the terms and conditions of the Certificate of Designation creating the Series A-1 Preferred Stock, this stock is convertible by the holder at any time into our common stock, is non-voting, has an initial conversion price of $94.86 per common share, subject to adjustment, and is redeemable by us at its face amount ($31.6 million), plus any accrued and unpaid dividends. The Certificate of Designation does not contemplate a sinking fund. The Series A-1 Preferred Stock ranks senior to both our Series C-1 Convertible Preferred Stock and our common stock. In a liquidation, dissolution, or winding up of the Company, the Series A-1 Preferred Stock’s liquidation preference must be fully satisfied before any distribution could be made to the holders of the common stock. Other than in such a liquidation, no terms of the Series A-1 Preferred Stock affect our ability to declare or pay dividends on our common stock as long as the Series A-1 Preferred Stock’s dividends are accruing. The liquidation value of this Series A-1 Preferred stock is equal to $1,000 per share outstanding plus any accrued unpaid dividends. Dividends in arrears with respect to the Series A-1 Preferred Stock were approximately $1.4 million or $44.92 per share, and $1.2 million, or $38.33 per share, at December 31, 2019 and 2018, respectively. During September 2013, we sold approximately 3,333,000 shares of our common stock and warrants to purchase 1,000,000 shares of our common stock in a registered direct public offering raising net proceeds of approximately $9.5 million, after deducting offering expenses. The common stock and warrants were sold in units, with each unit consisting of one share of common stock and a warrant to purchase 0.3 of a share of common stock. Subject to certain ownership limitations, the warrants became exercisable beginning 6 months following issuance and will expire five years from the date they become exercisable, at an exercise price of $3.75 per share. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The warrants expired unexercised in March 2019. On February 14, 2017, we entered into an additional Stock Purchase Agreement (the “Additional Stock Purchase Agreement”) with Incyte, pursuant to which Incyte purchased 10 million shares of our common stock (the “Additional 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 Additional Stock Purchase Agreement, Incyte agreed not to dispose of any of the Additional Shares for a period of 12 months and to vote the Additional 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, both provisions have expired. We also agreed to certain registration rights with respect to the Additional Shares. The parties also revised the existing standstill provision to permit Incyte’s acquisition of the Additional Shares, but Incyte was precluded from acquiring any additional shares of our voting stock until December 31, 2019. In March 2017, we issued an additional 373,351 shares of our common stock, valued at approximately $1.5 million, to Iontas in accordance with the terms of the Technology Transfer and License Agreement. Subsequently, we filed, and the SEC declared effective, a registration statement covering the resale of the 530,864 shares of our common stock issued. On November 9, 2017 we made the final payment under the Asset Purchase Agreement with Celexion, LLC (“Celexion”) and each of the members of Celexion. We issued to Celexion 999,317 shares of our common stock based on the preceding 20 trading day average of approximately $4.10 per share. The closing price of our common stock on November 9, 2017 was $3.55 per share. As such, we recorded a gain of approximately $550,000 at issuance. Also, on November 9, 2017, we filed a registration statement covering the sale of the 999,317 shares issued to Celexion. The SEC declared the registration statement effective in January 2018. In October 2017, we filed, and the SEC declared effective, a Registration Statement on Form S-3 (the “2017 Registration Statement”), covering the offering of up to $250 million of common stock, preferred stock, warrants, debt securities and units. The 2017 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 In May 2018, we entered into an At Market Issuance Sales Agreement (the “Agreement”) with B. Riley FBR, Inc. (“BRFBR”) with respect to an at-the-market offering program under which we may offer and sell, from time to time at our sole discretion, up to 20 million shares of our common stock through BRFBR as our sales agent. The issuance and sale of the shares under the Agreement are made pursuant to our 2017 Registration Statement. In December 2018, we filed a prospectus supplement with the SEC in connection with the offer and sale of up to an additional 30 million shares from time to time pursuant to the Agreement. During the year ended December 31, 2019, no shares of our common stock were sold in at-the-market offerings under the Agreement. On December 20, 2018, in connection of the Gilead Collaboration Agreement we also entered into the Stock Purchase Agreement (the “Gilead Stock Purchase Agreement”) with Gilead Sciences, Inc. (“Gilead”), pursuant to which Gilead purchased approximately 11.11 million shares of our common stock (the “Shares”) for an aggregate purchase price of $30.0 million, or $2.70 per Share. Gilead owned approximately 8.5% of the outstanding shares of our common stock after such purchase. Under the Stock Purchase Agreement, Gilead has agreed (i) not to dispose of any of the Shares for a period of 12 months, (ii) to certain standstill provisions that generally preclude it from acquiring more than 15% of our outstanding voting stock after taking into account the purchase of the Shares and (iii) to vote the Shares in accordance with the recommendations of our board of directors in connection with certain equity incentive plan or compensation matters for a period of 12 months. In the Gilead Stock Purchase Agreement, we agreed to register the Shares for resale under the Securities Act of 1933, and in October 2019 we filed a registration statement with the SEC accordingly. |
Series C-1 Convertible Preferre
Series C-1 Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Temporary Equity Disclosure [Abstract] | |
Series C-1 Convertible Preferred Stock | (10) Series C-1 Convertible Preferred Stock In October 2018, we entered into a Stock Purchase Agreement with certain institutional investors (the “Purchasers”), pursuant to which we issued and sold an aggregate of 18,459 shares of Series C-1 Convertible Preferred Stock (the “C-1 Preferred Shares”), at a purchase price of $2,167 per share. Each C-1 Preferred Share is convertible into 1,000 shares of our common stock at an initial conversion price of $2.167 per share of common stock, which represents a 10% premium over the prior day’s closing price on Nasdaq. The aggregate purchase price paid by the Purchasers C-1 Preferred Shares was approximately $40,000,000. We received net proceeds of $39.9 million after offering expenses. The Stock Purchase Agreement requires us to register the resale of the Common Stock underlying the C-1 Preferred Shares (the “Conversion Shares”), which occurred in the fourth quarter of 2018. The C-1 Preferred Shares have been classified as temporary or mezzanine equity on our Consolidated Balance Sheets in accordance with U.S. GAAP as the C-1 Convertible Preferred Shares contain deemed liquidation rights that are a contingent redemption feature not solely in the Company’s control. Conversion The C-1 Preferred Shares are convertible at the option of the stockholder into the number of shares of Common Stock determined by dividing the stated value of the C-1 Preferred Shares being converted by the conversion price of $2.167, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. We will not effect any conversion of the C-1 Preferred Shares, and a stockholder shall not have the right to convert any portion of the C-1 Preferred Shares, to the extent that, after giving effect to the conversion such stockholder would beneficially own in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to a notice of conversion (the “Beneficial Ownership Limitation”). By written notice to us, a Purchaser may from time to time increase or decrease the Beneficial Ownership Limitation percentage not in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock pursuant to a notice of conversion; provided that any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the us. In the year ended December 31, 2019, holders of shares of Series C-1 Preferred Stock converted a portion of such shares into 6.0 million shares of our common stock. As of December 31, 2019, 12,459 shares of Series C-1 Convertible Preferred Stock remained outstanding. Voting The C-1 Preferred Shares do not have voting rights. However, as long as any Preferred Shares are outstanding, we may not, without the affirmative vote of the holders of a majority of the then-outstanding C-1 Preferred Shares, (i) alter or change adversely the powers, preferences or rights given to the C-1 Preferred Shares or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, our Certificate of Incorporation or bylaws, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock, if such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the C-1 Preferred Shares, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise, (ii) issue further C-1 Preferred Shares or increase or decrease (other than by conversion) the number of authorized C-1 Preferred Shares, or (iii) enter into any agreement with respect to any of the foregoing. Dividends The C-1 Preferred Shares are entitled to receive dividends equal (on an as-if-converted-to-Common-Stock-basis, without regard to the Beneficial Ownership Limitation) to and in the same form, and in the same manner, as dividends (other than dividends in the form of Common Stock) actually paid on shares of Common Stock when, and if paid. Liquidation In any liquidation or dissolution of the Company, the C-1 Preferred Shares are entitled to participate in the distribution of assets, to the extent legally available for distribution, on a pari passu basis with the Common Stock. Redemption If at any time while the C-1 Preferred Shares are outstanding, a) the Company effects any merger, consolidation, stock sale or other business combination (other than such a transaction in which the Company is the surviving or continuing entity and its common stock is not exchanged for or converted into other securities, cash or property), b) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, c) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which more than 50% of the common stock not held by the Company or is exchanged for or converted into other securities, cash or property, or d) the Company effects any reclassification of the common stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision or combination covered above) to which the common stock is effectively converted into or exchanged for other securities, cash or property, (in any such case, a “Fundamental Transaction”) then, upon any subsequent conversion of the C-1 Preferred Shares, the holder shall have the right to receive, in lieu of the right to receive shares of common stock, for each share of common stock that would have been issued upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the equivalent amount of common stock. Registration Payment Arrangement We were required to file a registration statement covering the resale of the full number of shares no later than 30 days after the closing of the agreement and must use commercially reasonable efforts to cause the registration statement to be declared effective no later than 90 days after the closing date (no review by the SEC) or in the event of a review by the SEC, 120 days after the closing date. We filed, and the SEC declared effective this registration statement during 2018. If the registration statement is not maintained we must pay to each holder 1.0% of the holder’s ratable interest in the aggregate purchase price on the day of the filing/maintenance failure and on every thirtieth day thereafter until the filing/maintenance failure is cured, up to a maximum of 6% (six months). We currently deem the likelihood that we will ever be required to make payments under this arrangement to be remote, and as such no contingent liability has been recorded in our Consolidated Balance Sheets. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation [Abstract] | |
Share-Based Compensation Plans | (11) Share-based Compensation Plans Our 1999 Equity Incentive Plan, as amended (the “1999 EIP”) authorized awards of incentive stock options within the meaning of Section 422 of the Internal Revenue Code (the “Code”), non-qualified stock options, non-vested (restricted) stock, and unrestricted stock for up to 2.0 million shares of common stock (subject to adjustment for stock splits and similar capital changes and exclusive of options exchanged at the consummation of mergers) to employees and, in the case of non-qualified stock options, non-vested (restricted) stock, and unrestricted stock, to consultants and directors as defined in the 1999 EIP. The plan terminated on November 15, 2009. On March 12, 2009, our Board of Directors adopted, and on June 10, 2009, our stockholders approved, our 2009 Equity Incentive Plan (the “2009 EIP”). The 2009 EIP provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, restricted stock, unrestricted stock and other equity-based awards, such as stock appreciation rights, phantom stock awards, and restricted stock units, for up to 29.2 million shares of our common stock (subject to adjustment in the event of stock splits and other similar events). As of December 31, 2019, no shares remain available for issuance under the 2009 EIP. On April 10, 2019, our Board of Directors adopted, and on June 19, 2019, our stockholders approved, our 2019 Equity Incentive Plan (the “2019 EIP”). The 2019 EIP provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, restricted stock, unrestricted stock and other equity-based awards, such as stock appreciation rights, phantom stock awards, and restricted stock units, which we refer to collectively as Awards, for up to 40.2 million shares of our common stock (subject to adjustment in the event of stock splits and other similar events). The Board of Directors appointed the Compensation Committee to administer the 1999 EIP, the 2009 EIP and the 2019 EIP. No awards will be granted under the 2019 EIP after June 19, 2029. On March 12, 2009, our Board of Directors adopted, and on June 10, 2009, our stockholders approved, the 2009 Employee Stock Purchase Plan (the “2009 ESPP”) to provide eligible employees the opportunity to acquire our common stock in a program designed to comply with Section 423 of the Code. There were 166,666 shares of common stock reserved for issuance under the 2009 ESPP. Rights to purchase common stock under the 2009 ESPP were granted at the discretion of the Compensation Committee, which determined the frequency and duration of individual offerings under the plan and the dates when stock may have been purchased. Eligible employees participated voluntarily and may have withdrawn from any offering at any time before the stock is purchased. Participation terminated automatically upon termination of employment. The purchase price per share of common stock in an offering was 85% of the lesser of its fair value at the beginning of the offering period or on the applicable exercise date and may have been paid through payroll deductions, periodic lump sum payments, the delivery of our common stock, or a combination thereof. Unless otherwise permitted by the Board of Directors, no participant may have acquired more than 3,333 shares of stock in any offering period. No participant was allowed to purchase shares under the 2009 ESPP if such employee would own or would have been deemed to own stock possessing 5% or more of the total combined voting power or value of the Company. The 2009 ESPP plan terminated on June 10, 2019. In the second quarter of 2019, our Board of Directors adopted the 2019 Employee Stock Purchase Plan (the “2019 ESPP”) to provide eligible employees the opportunity to acquire our common stock in a program designed to comply with Section 423 of the Code. There are 500,000 shares reserved for issuance under the 2019 ESPP. The 2019 ESPP is subject to approval by our stockholders. Our Director’s Deferred Compensation Plan, as amended, permits each outside director to defer all, or a portion of, their cash compensation until their service as a director ends or until a specified date into a cash account or a stock account. There are 425,000 shares of our common stock reserved for issuance under this plan. As of December 31, 2019, 72,081 shares had been issued. Amounts deferred to a cash account will earn interest at the rate paid on one-year Treasury bills with interest added to the account annually. Amounts deferred to a stock account will be converted on a quarterly basis into a number of units representing shares of our common stock equal to the amount of compensation which the participant has elected to defer to the stock account divided by the applicable price for our common stock. The applicable price for our common stock has been defined as the average of the closing price of our common stock for all trading days during the calendar quarter preceding the conversion date as reported by The Nasdaq Capital Market. Pursuant to this plan, a total of 412,435 units, each representing a share of our common stock at a weighted average common stock price of $4.52, had been credited to participants’ stock accounts as of December 31, 2019. The compensation charges for this plan were immaterial for all periods presented. On November 4, 2015, our Board of Directors adopted and approved our 2015 Inducement Equity Plan (the “2015 IEP”) in compliance with and in reliance on NASDAQ Listing Rule 5635(c)(4), which exempts inducement grants from the general requirement of the NASDAQ Listing Rules that equity-based compensation plans and arrangements be approved by stockholders. There are 1,500,000 shares of our common stock reserved for issuance under the 2015 IEP. We primarily use the Black-Scholes option pricing model to value options granted to employees and non-employees, as well as options granted to members of our Board of Directors. All stock option grants have 10-year terms and generally vest ratably over a 3 or 4-year period. The fair value of each option granted during the periods was estimated on the date of grant using the following weighted average assumptions: 2019 2018 2017 Expected volatility 64 % 64 % 65 % Expected term in years 5 6 4 Risk-free interest rate 1.8 % 2.8 % 1.7 % Dividend yield 0 % 0 % 0 % Expected volatility is based exclusively on historical volatility data of our common stock. The expected term of stock options granted is based on historical data and other factors and represents the period of time that stock options are expected to be outstanding prior to exercise. The risk-free interest rate is based on U.S. Treasury strips with maturities that match the expected term on the date of grant. A summary of option activity for 2019 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2018 18,613,822 $ 4.15 Granted 11,579,119 3.00 Exercised (466,940 ) 3.15 Forfeited (1,186,465 ) 3.20 Expired (1,375,389 ) 5.08 Outstanding at December 31, 2019 27,164,147 3.67 7.65 $ 19,782,605 Vested or expected to vest at December 31, 2019 27,164,147 3.67 7.65 $ 19,782,605 Exercisable at December 31, 2019 11,785,971 $ 4.33 5.83 $ 3,677,098 The weighted average grant-date fair values of options granted during the years ended December 31, 2019, 2018, and 2017, was $1.77, $1.23, and $1.97, respectively. The aggregate intrinsic value in the table above represents the difference between our closing stock price on the last trading day of fiscal 2019 and the exercise price, multiplied by the number of in-the-money options that would have been received by the option holders had all option holders exercised their options on December 31, 2019 (the intrinsic value is considered to be zero if the exercise price is greater than the closing stock price). This amount changes based on the fair market value of our stock. The total intrinsic value of options exercised during the years ended December 31, 2019, 2018, and 2017, determined on the dates of exercise, was $385,000, $399,000, and $132,000, respectively. During 2019, 2018, and 2017, all options were granted with exercise prices equal to the market value of the underlying shares of common stock on the grant date other than certain awards dated March 2, 2018, August 6, 2018 and December 31, 2018. In March 2018, our Board of Directors approved certain awards subject to forfeiture in the event stockholder approval was not obtained to increase the shares available under our 2009 EIP. This approval was obtained in June 2018. Accordingly, these awards have a grant date of June 2018, with an exercise price as of the date the Board of Director's approved the awards in March 2018. In August 2018, our Board of Directors approved certain awards. However, the awards were not communicated until October 2018. Accordingly, these awards have a grant date of October 2018 with an exercise price as of the date the Board of Director's approved the awards in August 2018. In December 2018, our Board of Directors approved certain awards subject to forfeiture in the event stockholder approval was not obtained for our 2019 EIP. This approval was obtained in June 2019. Accordingly, these awards have a grant date of June 2019, with an exercise price as of the date the Board of Director's approved the awards in December 2018. In August 2018, our Board of Directors approved certain awards. However, the awards were not communicated until October 2018. Accordingly, these awards have a grant date of October 2018 with an exercise price as of the date the Board of Director's approved the awards in August 2018. As of December 31, 2019, there was $20.3 million of unrecognized share-based compensation expense related to stock options granted to employees, consultants and directors for which, if all milestones are achieved, will be recognized over a weighted average period of 2.3 years. 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 2019 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 2,213,967 $ 3.20 Granted 737,682 2.98 Vested (129,675 ) 2.76 Forfeited (702,163 ) 4.14 Outstanding at December 31, 2019 2,119,811 $ 2.84 As of December 31, 2019, there was $3.9 million of unrecognized share-based compensation expense related to these non-vested shares for which, if all milestones are achieved, will be recognized over a period of 1.7 years. The total intrinsic value of shares vested during the years ended December 31, 2019, 2018, and 2017, was $357,000, $242,000, and $3.8 million, respectively. Cash received from option exercises and purchases under our 2009 ESPP for the years ended December 31, 2019, 2018, and 2017, was $1.6 million, $1.2 million, and $1.0 million, respectively. We issue new shares upon option exercises, purchases under our 2009 ESPP and 2019 ESPP, vesting of non-vested stock and under the Director’s Deferred Compensation Plan. During the years ended December 31, 2019, 2018, and 2017, 84,703 shares, 140,313 shares, and 121,183 shares, were issued under the 2009 ESPP, respectively. During the years ended December 31, 2019, 2018, and 2017, 129,675 shares, 53,050 shares, and 1.1 million shares, respectively, were issued as a result of the vesting of non-vested stock. The impact on our results of operations from share-based compensation for the years ended December 31, 2019, 2018, and 2017, was as follows (in thousands). Year Ended 2019 2018 2017 Research and development $ 3,873 $ 3,498 $ 6,159 General and administrative 6,019 4,127 6,270 Total share-based compensation expense $ 9,892 $ 7,625 $ 12,429 |
License, Research and Other Agr
License, Research and Other Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Research And Development [Abstract] | |
License, Research, and Other Agreements | (12) License, Research, and Other Agreements On December 5, 2014, Agenus Switzerland, entered into a license agreement with the Ludwig Institute for Cancer Research Ltd., or Ludwig, which replaced and superseded a prior agreement entered into between the parties in May 2011. Pursuant to the terms of the license agreement, Ludwig granted Agenus Switzerland an exclusive, worldwide license under certain intellectual property rights of Ludwig and Memorial Sloan Kettering Cancer Center arising from the prior agreement to further develop and commercialize GITR, OX40 and TIM-3 antibodies. On January 25, 2016, we and Agenus Switzerland entered into a second license agreement with Ludwig, on substantially similar terms, to develop CTLA-4 and PD-1 antibodies. Pursuant to the December 2014 license agreement, Agenus Switzerland made an upfront payment of $1.0 million to Ludwig. The December 2014 license agreement also obligates Agenus Switzerland to make potential milestone payments of up to $20.0 million for events prior to regulatory approval of licensed GITR, OX40 and TIM-3 products, and potential milestone payments in excess of $80.0 million if such licensed products are approved in multiple jurisdictions, in more than one indication, and certain sales milestones are achieved. Under the January 2016 license agreement, we are obligated to make potential milestone payments of up to $12.0 million for events prior to regulatory approval of CTLA-4 and PD-1 licensed products, and potential milestone payments of up to $32.0 million if certain sales milestones are achieved. Under each of these license agreements, we and/or Agenus Switzerland will also be obligated to pay low to mid-single digit royalties on all net sales of licensed products during the royalty period, and to pay Ludwig a percentage of any sublicensing income, ranging from a low to mid-double digit percentage depending on various factors. During the year ended December 31, 2017, we paid a percentage of sublicensing income totaling $2.0 million to Ludwig under the license agreements. No In connection with the December 2015 acquisition of PhosImmune, we obtained exclusive rights to a portfolio of patent applications and one issued patent relating to phosphopeptide tumor targets (PTTs) under a patent license agreement with the University of Virginia (“UVA”). The UVA license gives us exclusive rights to develop and commercialize the PTT technology and an exclusive option to license any further PTT technology arising from ongoing research at UVA until December 2018. Under the license agreement, we will pay low to mid-single digit running royalties on net sales of PTT products, and a modest flat percentage of sublicensing income. In addition, we may be obligated to make milestone payments of up to $2.7 million for each indication of a licensed PTT product to complete clinical trials and achieve certain sales thresholds. If we fail to meet certain diligence milestones, we may also be required to pay penalties in excess of $150,000. The term of the UVA license agreement ends when the last of the licensed patents expires or becomes no longer valid. As of March 2020, the last granted patent that is licensed to us by UVA will expire in late 2033, and there are currently pending patent applications that, if granted, will not expire until mid-2037. The UVA license agreement may be terminated as follows: (i) by UVA in connection with our bankruptcy or cessation of business relating to the licensed technology, (ii) by UVA if we commit a material, uncured breach or (iii) by us for our convenience on 180 days written notice. We have entered into various agreements with contract manufacturers, institutions, and clinical research organizations (collectively "third party providers") to perform pre-clinical activities and to conduct and monitor our clinical studies. Under these agreements, subject to the enrollment of patients and performance by the applicable third-party provider, we have estimated our total payments to be $319.8 million over the term of the studies. For the years ended December 31, 2019, 2018, and 2017, $87.7 million, $41.5 million, and $35.8 million, respectively, have been expensed in the accompanying consolidated statements of operations related to these third-party providers. Through December 31, 2019, we have expensed $254.0 million as research and development expenses and $239.6 million of this amount has been paid. The timing of expense recognition and future payments related to these agreements is subject to the enrollment of patients and performance by the applicable third-party provider. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2019 | |
Collaboration [Abstract] | |
Revenue from Contracts with Customers | (13) Revenue from Contracts with Customers Gilead Collaboration Agreement On December 20, 2018, we entered into a series of agreements with Gilead focused on the development and commercialization of up to five novel immuno-oncology therapies. Pursuant to the terms of the license agreement, the option and license agreements and the stock purchase agreement we entered into with Gilead (each defined below and, collectively, the “Gilead Collaboration Agreements”), at the closing of the transaction on January 23, 2019 (the “Effective Date”), we received an upfront cash payment from Gilead of $120.0 million and Gilead made a $30.0 million equity investment in Agenus. We are also eligible to receive up to $1.7 billion in aggregate potential milestones. License Agreement Pursuant to the terms of a license agreement between the parties (the “License Agreement”), we granted Gilead an exclusive, worldwide license under certain of our intellectual property rights to develop, manufacture and commercialize our preclinical bispecific antibody, AGEN1423 (now GS-1423), in all fields of use. Pursuant to the License Agreement, Gilead is responsible for all of the development, manufacturing and commercialization costs for any products that Gilead may develop under the License Agreement. In addition, Gilead also received the right of first negotiation for two of our undisclosed antibody programs. The License Agreement will continue until all of Gilead’s applicable payment obligations under the License Agreement have been performed or have expired, or the agreement is earlier terminated. Under the terms of the License Agreement, each party has the right to terminate the agreement for material breach by, or insolvency of, the other party. Gilead may also terminate the License Agreement in its entirety, or on a product-by-product or country-by-country basis, for convenience upon ninety (90) days’ notice. Pursuant to the terms of the License Agreement, we are eligible to receive potential development and commercial milestones of up to $552.5 million in the aggregate, as well as tiered royalty payments on aggregate net sales ranging from the high single digit to mid-teen percent, subject to certain reductions under certain circumstances as described in the License Agreement. We filed an investigational new drug (“IND”) application for AGEN1423 (now GS-1423) in February 2019, and the IND was accepted by the FDA in March 2019. Option and License Agreements Pursuant to the terms of two separate option and license agreements between the parties (each, an “Option and License Agreement” and together, the “Option and License Agreements”), we granted Gilead exclusive options to license exclusively (“License Option”) our bispecific antibody, AGEN1223, and our monospecific antibody, AGEN2373 (together, the “Option Programs”), during the respective Option Periods (defined below). Pursuant to the terms of the Option and License Agreements, we agreed to grant Gilead an exclusive, worldwide license under our intellectual property rights to develop, manufacture and commercialize AGEN1223 or AGEN2373, as applicable, in all fields of use upon Gilead’s exercise of the applicable License Option. Gilead is entitled to exercise its License Option for either or both Option Programs at any time up until ninety (90) days following Gilead’s receipt of a data package with respect to the first complete Phase 1b clinical trial for each Option Program (the “Option Period”). During the Option Period, we are responsible for the costs and expenses related to the development of the Option Programs. After Gilead’s exercise of a License Option, if at all, Gilead would be responsible for all development, manufacturing and commercialization activities relating to the relevant Option Program at Gilead’s cost and expense. During the Option Period, we are eligible to receive milestones of up to $30.0 million in the aggregate. If Gilead exercises a License Option, it would be required to pay an upfront license exercise fee of $50.0 million for each License Option that is exercised. Following any exercise of a License Option, we would be eligible to receive additional development and commercial milestones of up to $520.0 million in the aggregate for each such Option Program, as well as tiered royalty payments on aggregate net sales. For either, but not both, of the Option Programs, we will have the right to opt-in to share Gilead’s development and commercialization costs in the United States for such Option Program in exchange for a profit (loss) share on a 50:50 basis and revised milestone payments. If we opt-in under one Option and License Agreement, our right to opt-in under the other Option and License Agreement automatically terminates. We filed INDs for each of AGEN1223 and AGEN2373 in 2019, and both assets are now in clinical development. Unless earlier terminated, each Option and License Agreement will continue until the earlier of (i) the expiration of the Option Period, without Gilead’s exercise of the License Option; and (ii) the date all of Gilead’s applicable payment obligations under the Option and License Agreement have been performed or have expired. Under the terms of each Option and License Agreement, we and Gilead each have the right to terminate the agreement for material breach by, or insolvency of, the other party. Gilead may also terminate an Option License Agreement in its entirety, or on a product-by-product or country-by-country basis for convenience upon ninety (90) days’ notice. Stock Purchase Agreement Pursuant to the terms of a stock purchase agreement between the parties (the “Stock Purchase Agreement”), Gilead purchased 11,111,111 shares of Agenus common stock (the “Shares”) for an aggregate purchase price of $30.0 million, or $2.70 per share. Gilead owned approximately 8.5% of the outstanding shares of Agenus common stock after such purchase. Under the Stock Purchase Agreement, Gilead has agreed (i) not to dispose of any of the Shares for a period of 12 months, (ii) to certain standstill provisions that generally preclude it from acquiring more than 15% of Agenus’ outstanding voting stock after taking into account the purchase of the Shares and (iii) 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 12 months. In the Stock Purchase Agreement we agreed to register the Shares for resale under the Securities Act of 1933, and in October 2019 we filed a registration statement with the SEC accordingly. Collaboration Revenue We identified the following performance obligations under the Gilead Collaboration Agreements: (1) the license that we granted to Gilead pursuant to the License Agreement (the “AGEN1423 License”), (2) our obligation to complete manufacturing and know-how tech transfer activities to Gilead pursuant to the License Agreement to enable Gilead or its third party contract manufacturing organization to manufacture the licensed antibody (the “AGEN1423 Technology Transfer”), (3) our obligation to advance development of AGEN1223 to the option exercise point pursuant to the AGEN1223 Option and License Agreement (such development activities, the “AGEN1223 R&D Services”), and (4) our obligation to advance development of AGEN2373 to the option exercise point pursuant to the AGEN2373 Option and License Agreement (such development activities, the “AGEN2373 R&D Services”). We determined that the AGEN1423 License was both capable of being distinct and distinct within the context of the contract given both the advanced stage of development and that the IND was anticipated to be accepted within a short period of time after the Effective Date. Gilead can begin deriving benefit from the license prior to the AGEN1423 Technology Transfer being completed. The technology transfer plan includes an extensive list of items to be transferred over time and is separate from the transfer of the AGEN1423 License which occurred at contract inception. As a result, we concluded that the AGEN1423 License and AGEN1423 Technology Transfer are separate performance obligations. We considered whether the AGEN1223 R&D Services and AGEN2373 R&D Services were distinct from one another and from the performance obligations related to AGEN1423. We determined that the research and development services related to each antibody were both capable of being distinct and distinct within the context of the contract given that each program is governed by a separate option agreement with a separate development plan. The services performed to develop each program are independent of one another, and the antibodies are in different stages of development. We concluded that the AGEN1223 R&D Services and AGEN2373 R&D Services are separate performance obligations. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of license and research and development fees totaling $120.0 million would be included in the total transaction price. In addition to the fixed consideration, the variable consideration milestones related to IND acceptance for each of the three antibodies was also included in the transaction price. We determined that based on the likelihood of the triggering event occurring for the acceptance of each IND filling, the most likely amount for each of the three milestones was the stated value, totaling $22.5 million. The variable consideration related to each performance obligation will be allocated entirely to that specific performance obligation. The remaining fixed consideration will be allocated using the relative standalone selling price method. We determined the estimated standalone selling price of the AGEN1423 License by applying a risk adjusted, net present value, estimate of future cash flow approach. We determined the estimated standalone selling price of the AGEN1423 Technology Transfer, and AGEN1223 R&D Services and AGEN2373 R&D Services by using the estimated costs of satisfying these performance obligations, plus an appropriate margin for such services. Revenue attributable to the AGEN1423 License was recognized at a point-in-time, upon delivery of the license to Gilead at the Effective Date. The AGEN1423 Technology Transfer, AGEN1223 R&D Services and AGEN2373 R&D Services are satisfied over time and revenue attributable to these performance obligations will be recognized as the related services are being performed using the input of costs incurred over total costs expected to be incurred. We believe this is the best measure of progress because other measures do not reflect how we transfer our performance obligations to Gilead. A cost-based input method of revenue recognition requires management to make estimates of costs to complete our performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete our performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. For the year ended December 31, 2019, we recognized $86.1 million of license and collaboration revenue related to the Gilead Collaboration Agreement. This amount included $20.6 million of the transaction price recognized based on the partial satisfaction of the over time performance obligations as of period end. We expect to recognize deferred research and development revenue of $28.7 million and $27.7 million in 2020 and 2021, respectively, related to performance obligations that are unsatisfied or partially unsatisfied as of December 31, 2019. UroGen License Agreement In November 2019, we entered into a License Agreement with UroGen Pharma Ltd. (the “UroGen License Agreement”) in which we granted a license of AGEN1884 for use with UroGen's sustained release technology for intravesical delivery in patients with urinary tract cancers. Pursuant to the terms of the UroGen License Agreement, we received an upfront cash payment from UroGen of $10.0 million. We are eligible to receive up to $200.0 million in potential development, regulatory and commercial milestones, as well as 14-20% royalties on net sales of the products containing AGEN1884. We identified the following performance obligations under the UroGen License Agreement: (1) the license of AGEN1884 that we granted UroGen, and (2) the clinical supply of AGEN1884 that we agreed to supply to UroGen. We determined that the license of AGEN1884 was both capable of being distinct and distinct within the context of the contract as the license has significant stand-alone functionality as of contract inception based on the advanced development stage of AGEN1884. We also determined that the clinical supply of AGEN1884 was both capable of being distinct and distinct within the context of the contract as it was considered a readily available resource in the market. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of the license totaling $10.0 million would be included in the total transaction price. We concluded that the combined standalone selling price of the license approximated the $10.0 million upfront fee and as such the full amount will be recognized at a point-in-time, upon delivery of the license to UroGen at contract inception. We will not estimate the transaction price in order to recognize the revenue related to the AGEN1884 supply due to the “as invoiced” practical expedient. For the year ended December 31, 2019, we recognized $10.0 million of license and collaboration revenue related to the UroGen License Agreement. GSK License and Amended GSK Supply Agreements In July 2006, we entered into a license agreement and a supply agreement with GSK for the use of QS-21 Stimulon (the “GSK License Agreement” and the “GSK Supply Agreement”, respectively). In January 2009, we entered into an Amended and Restated Manufacturing Technology Transfer and Supply Agreement (the “Amended GSK Supply Agreement”) under which GSK has the right to manufacture all of its requirements of commercial grade QS-21 Stimulon. GSK is obligated to supply us (or our affiliates, licensees, or customers) certain quantities of commercial grade QS-21 Stimulon for a stated period of time. Under these agreements, GSK paid an upfront license fee of $3.0 million and agreed to pay aggregate milestones of $5.0 million. In July 2007, the Amended GSK Supply Agreement was further amended, and we were paid an additional fixed fee of $7.3 million. In March 2012 we entered into a First Right to Negotiate and Amendment Agreement amending the GSK License Agreement and the Amended GSK Supply Agreement to clarify and include additional rights for the use of our QS-21 Stimulon (the “GSK First Right to Negotiate Agreement”). In addition, we granted GSK the first right to negotiate for the purchase of the Company or certain of our assets, which such rights expired in March 2017. As consideration for entering into the GSK First Right to Negotiate Agreement, GSK paid us an upfront, non-refundable payment of $9.0 million, $2.5 million of which is creditable toward future royalty payments. As of December 31, 2017, we had received all of the potential $24.3 million in upfront and milestone payments related to the GSK Agreements. We were also generally entitled to receive 2% royalties on net sales of prophylactic vaccines for a period of 10 years after the first commercial sale of a resulting GSK product, but we sold these royalty rights to HCR in January 2018 pursuant to the HCR Royalty Purchase Agreement (See Note 17). The GSK License and Amended GSK Supply Agreements may be terminated by either party upon a material breach if the breach is not cured within the time specified in the respective agreement. The termination or expiration of the GSK License Agreement does not relieve either party from any obligation which accrued prior to the termination or expiration. Among other provisions, the license rights granted to GSK survive expiration of the GSK License Agreement. The license rights and payment obligations of GSK under the Amended GSK Supply Agreement survive termination or expiration, except that GSK's license rights and future royalty obligations do not survive if we terminate due to GSK's material breach unless we elect otherwise. We assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, GSK, is a customer. We identified the following performance obligations under the contract: (1) an exclusive license to QS-21 in the specified field and related technology transfer; and (2) and exclusive license to QS-21 in an additional field. We determined that the fixed payments of $19.3 million constituted all of the consideration to be included in the transaction price and to be allocated to the performance obligations based on their relative stand-alone selling prices. The fixed upfront consideration is recognized under ASC 606 based on when control of the combined performance obligation is transferred to the customer, which corresponds with the service period (through December 2014). At contract inception, the milestones of $5.0 million had been excluded from the transaction price, as we could not conclude that it was probable a significant reversal would not occur. Event driven milestones are a form of variable consideration as the payments are variable based on the occurrence of future events. As part of its estimation of the amount, we considered numerous factors, including that receipt of the milestones is outside of our control and contingent upon success in future clinical trials and the licensee’s efforts. Recognition of event driven milestones should be recognized when the variable consideration is able to be estimated. As of December 31, 2017, all milestones had been received, and therefore recognized. Any consideration related to royalties will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to GSK and therefore have also been excluded from the transaction price. For the year ended December 31, 2019, we recognized $15.1 million in royalty sales milestone revenue and $30.4 million in non-cash royalty revenue. For the year ended December 31, 2018, we recognized $17.3 million in non-cash royalty revenue. For the year ended December 31, 2017, we recognized $1.0 million in research and development revenue related to the achievement of a milestone. The cumulative impact of changing the timing of revenue recognition for the GSK License and Amended GSK Supply Agreements as of January 1, 2018 was a decrease to stockholders' deficit of approximately $2.5 million and a corresponding decrease in deferred revenue of $2.5 million for the portion of the upfront fee creditable toward future royalties, as described above. This amount was included in the transition adjustment, as under ASC 606 it would have been recognized as revenue in March 2012, at the time of the amendment. Merck Collaboration and License Agreement During the quarter ended June 30, 2014, we entered into a collaboration and license agreement with Merck to discover and optimize fully-human antibodies against two undisclosed cancer targets using the Retrocyte Display ® For the year ended December 31, 2019, no revenue was recognized. For each of the years ended December 31, 2018 and 2017, we recognized $4.0 million in research and development revenue related to the achievement of milestones. The adoption of ASC 606 did not have an impact on the Merck collaboration and license agreement. Incyte Collaboration Agreement On January 9, 2015 and effective February 19, 2015, we entered into a global license, development and commercialization agreement (the “Collaboration Agreement”) with Incyte pursuant to which the parties plan to develop and commercialize novel immuno-therapeutics using our antibody discovery platforms. The Collaboration Agreement was initially focused on four checkpoint modulator programs directed at GITR, OX40, LAG-3 and TIM-3. In addition to the four identified antibody programs, the parties have an option to jointly nominate and pursue the development and commercialization of antibodies against additional targets during a five-year discovery period which, upon mutual agreement of the parties for no additional consideration, can be extended for an additional three years. In November 2015, we and Incyte jointly nominated and agreed to pursue the development and commercialization of three additional CPM targets. In February 2017, we amended the Collaboration Agreement by entering into a First Amendment to License, Development and Commercialization Agreement (the “First Amendment”). See “Amendment” section below.In October 2019, we further amended the Collaboration Agreement by entering into a Second Amendment to License, Development and Commercialization Agreement (the “Second Amendment”). See “Amendments” section below. Pursuant to the XOMA Royalty Purchase Agreement, we sold to XOMA 33% of the future royalties and 10% of the future milestones that we were entitled to receive from Incyte, excluding the $5.0 million milestone that we recognized in the three months ended September 30, 2018. As of December 31, 2018, we remain eligible to receive up to $450.0 million in future potential development, regulatory and commercial milestones across all programs in the collaboration, as well as 67% of all future royalties on worldwide product sales. On January 9, 2015, we also entered into the Stock Purchase Agreement with Incyte Corporation whereby, for an aggregate purchase price of $35.0 million, Incyte purchased approximately 7.76 million shares of our common stock. Agreement Structure Under the terms of the Collaboration Agreement, we received non-creditable, nonrefundable upfront payments totaling $25.0 million. In addition, until the Amendment, the parties shared all costs and profits for the GITR, OX40 and two of the additional antibody programs on a 50:50 basis (profit-share products), and we were eligible to receive up to $20.0 million in future contingent development milestones under these programs. Incyte is obligated to reimburse us for all development costs that we incur in connection with the TIM-3, LAG-3 and one of the additional antibody programs (royalty-bearing products) and we are eligible to receive (i) up to $155.0 million in future contingent development, regulatory, and commercialization milestone payments and (ii) tiered royalties on global net sales at rates generally ranging from 6% to 12%. For each royalty-bearing product, we will also have the right to elect to co-fund 30% of development costs incurred following initiation of pivotal clinical trials in return for an increase in royalty rates. Additionally, we had the option to retain co-promotion participation rights in the United States on any profit-share product. Through the direction of a joint steering committee, until the Amendment, the parties anticipated that, for each program, we would serve as the lead for pre-clinical development activities through investigational new drug (“IND”) application filing, and Incyte would serve as the lead for clinical development activities. The parties initiated the first clinical trials of antibodies arising from these programs in 2016. For each additional program beyond GITR, OX40, TIM-3 and LAG-3 that the parties elect to bring into the collaboration, we will have the option to designate it as a profit-share product or a royalty-bearing product. The Collaboration Agreement will continue as long as (i) any product is being developed or commercialized or (ii) the discovery period remains in effect. Incyte may terminate the Collaboration Agreement or any individual program for convenience upon 12 months’ notice. The Collaboration Agreement may also be terminated by either party upon the occurrence of an uncured material breach of the other party or by us if Incyte challenges patent rights controlled by us. In addition, either party may terminate the Collaboration Agreement as to any program if the other party is acquired and the acquiring party controls a competing program. Amendments Pursuant to the terms of the First 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 Agenus. 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 First Amendment, Incyte paid us $20.0 million in accelerated milestones related to the clinical development of the antibody candidates targeting GITR and OX40. In February 2017, we also entered into an Additional Stock Purchase Agreement with Incyte, pursuant to which Incyte purchased 10 million shares of our common stock at a purchase price of $6.00 per share. Pursuant to the terms of the Second Amendment, we transitioned preclinical development and IND preparation of the undisclosed target to Incyte. Collaboration Revenue We identified the following performance obligations under the Incyte Collaboration Agreement, as amended: (1) combined license and related research and development (“R&D”) services to a GITR antibody, (2) combined license and related R&D services to an OX40 antibody, (3) combined license and related R&D services to a TIM-3 antibody, (4) combined license and related R&D services to a LAG-3 antibody, (5) combined license and related R&D services to a TIGIT antibody, (6) combined license and related R&D services to a first undisclosed target, (7) combined license and related R&D services to a second undisclosed target, and (8) the option to license certain other mutually agreed-upon antibodies combined with related R&D Services (“Assumed Project Options Development”). Each of these performance obligations consists of a license or option to a license and related R&D services through the filing of an IND for each antibody candidate. We concluded that the licenses could be used with other readily available resources if the know-how was also transferred with the license; however, our knowledge and experience is necessary for further development of the licensed antibodies. Therefore, we determined that each of the licensed antibodies and the related developmental R&D services should be treated as a combined performance obligation. We also evaluated whether the Assumed Project Options Development was a material right. At contract inception Incyte paid us a nonrefundable access fee for the ability to exercise the option and bring additional targets into the program. Both we and Incyte have the ability to explore targets and, if mutually agreed upon, convert those targets into assumed projects for no additional license fee. We concluded that Assumed Project Options Development represents a material right and is therefore a performance obligation. We determined that there were no significant financing components, noncash consideration, or amounts that may be refunded to the customer, and as such the total upfront fixed consideration of the $10.0 million license fee and $15.0 million project access fee would be included in the total transaction price of $25.0 million. This amount was then allocated to the performance obligations on a relative stand-alone selling price basis. The estimated variable consideration to be recognized for developmental R&D services and related reimbursable expenses (“Development Costs”) was determined based on the forecasted amounts in the research plan that had been approved by the both parties via the joint steering committee (“JSC”). Under the Agreement, Development Costs related to Profit-Sharing products are split equally between us and Incyte. Therefore, our expected revenue is 50% of the costs of these programs. Based on review of the budgets presented at the JSC meetings, as well as costs of previous R&D projects, we expected the total development costs over the term of the contract would be $43.4 million. This amount was allocated entirely to the distinct R&D services that forms part of each performance obligation. We determined that the transaction price of the Collaboration Agreement was $75.2 million as of December 31, 2019, a decrease of $3.4 million from the transaction price of $78.6 million as of December 31, 2018. In order to determine the transaction price, we evaluated all the payments to be received during the duration of the contract. We determined that the fixed upfront license fee and project access fee of $10.0 million and $15.0 million, respectively, and the $50.2 million of actual and estimated variable consideration for development costs (including R&D services) and milestones constituted consideration to be included in the transaction price, which is allocated among the performance obligations. For payments made to Incyte related to their work performed on profit-sharing programs, we considered that we will receive a benefit through the performance of a series of distinct R&D services by Incyte. Additionally, the R&D services are being provided by Incyte at fair value. Therefore, the amount paid to Incyte represents the fair value of the services performed, and no excess will be allocated as a reduction of the transaction price. We will record any consideration paid to Incyte in the same manner that we would purchases for other vendors, classified as R&D expense. In summary, each of the performance obligations includes a license or option to a license, and respective R&D services that will be performed over time from program initiation through the filing of an IND with respect to each antibody candidate. We have determined that the combined performance obligation is satisfied over time, and that the input method should be applied for all performance obligations that have consideration allocated to them. The cost-cost measure will be applied based on the percentage of completion of R&D services provided during the period compared to the respective budget. We believe this is the best measure of progress because other measures do not reflect how we transfer our performance obligation to Incyte. We will recognize the fixed consideration allocated to each performance obligation over time as the related R&D services are being performed using the input of R&D costs incurred over total R&D costs expected to be incurred through IND filing, beginning on the date a license is granted. A cost-based input method of revenue recognition requires management to make estimates of costs to complete our performance obligations. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete our performance obligations will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. We considered the nature of the arrangement between Incyte and us in evaluating the classification of the payments to be received under the cost-sharing arrangement. We do not currently have any commercial products available for sale. Our primary operations to date have included researc |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (14) Related Party Transactions Our Audit and Finance Committee approved a charitable contribution to the Children of Armenia Fund (“COAF”) of up to $125,000 for 2019. Dr. Garo H. Armen, our CEO, is the founder and chairman of COAF. The 2019 charitable contribution was comprised of a cash component and a non-cash component. The cash component was $43,000, which we paid in quarterly installments. The non-cash component was $50,000, which was the estimated value of a portion of office space made available to COAF employees. We also consider our transactions with Incyte and Gilead, as disclosed in Note 13, to be related party transactions. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | (15) Leases The majority of our operating lease agreements are for the office, research and development and manufacturing space we use to conduct our operations. We lease space in Lexington, Massachusetts for our manufacturing, research and development, and corporate offices, office space in New York, New York for use as corporate offices, facilities in Berkeley, California, for manufacturing and corporate offices and facilities in Charlottesville, Virginia and Cambridge, United Kingdom for research and development and corporate offices. We have subleased a small portion of the space in our main Lexington facility for part of the associated head lease. These agreements expire at various times between 2020 and 2030, with options to extend certain of the leases. We also have finance lease agreements for equipment used in our research and development and manufacturing activities which expire in 2020. Lease information related to the adoption of ASC 842 The components of lease cost recorded in our condensed consolidated statement of operations were as follows (in thousands): Year ended December 31, 2019 Operating lease cost $ 2,551 Finance lease cost 221 Variable lease cost 1,414 Sublease income (561 ) Net lease cost $ 3,625 Variable lease cost for the year ended December 31, 2019, primarily related to common area maintenance, taxes, utilities and insurance associated with our operating leases. Short-term lease cost for the year ended December 31, 2019 was immaterial. Cash paid for amounts included in the measurement of operating lease liabilities for the year ended December 31, 2019 was approximately $1.4 million. Cash paid for amounts included in the measurement of finance lease liabilities for the year ended December 31, 2019 was immaterial. The following table presents supplemental balance sheet information related to our leases as of December 31, 2019 (in thousands): As of December 31, 2019 Operating Leases Operating lease right-of-use assets $ 7,364 Total operating lease right-of-use assets 7,364 Current portion, operating lease liabilities 1,347 Operating lease liabilities, net of current portion 8,020 Total operating lease liabilities 9,367 Finance Leases Property, plant and equipment, net 796 Total finance lease right-of-use assets 796 Other current liabilities 148 Total finance lease liabilities $ 148 Maturities of our operating lease liabilities in accordance with ASC 842 as of December 31, 2019 were as follows (in thousands): Year Operating Leases Finance leases Expected sublease receipts Net future lease commitments 2020 $ 2,788 $ 159 $ (578 ) $ 2,369 2021 2,566 2,566 2022 2,614 2,614 2023 2,162 2,162 2024 1,207 1,207 Thereafter 4,384 4,384 Total $ 15,721 $ 159 $ (578 ) $ 15,302 Less imputed interest (6,354 ) (11 ) Present value of lease liabilities $ 9,367 $ 148 Total future minimum lease payments of approximately $14.9 million for operating leases that had not yet commenced as of December 31, 2019, as we did not control the underlying assets, are not included in the consolidated financial statements. These leases commenced in January 2020 with a term of 10 years. The weighted-average remaining lease terms and discount rates related to our operating leases were as follows: December 31, 2019 Weighted average remaining lease term (in years) 6.2 Weighted average discount rate 16.6 % |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | (16) Debt Debt obligations consisted of the following as of December 31, 2019 and 2018 (in thousands): Debt instrument Principal at December 31, 2019 Unamortized Debt Discount Balance at December 31, 2019 Current Portion: Debentures $ 146 $ — $ 146 2015 Subordinated Notes 500 — 500 Long-term Portion: 2015 Subordinated Notes 13,500 (120 ) 13,380 Total $ 14,146 $ (120 ) $ 14,026 Debt instrument Principal at December 31, 2018 Unamortized Debt Discount Balance at December 31, 2018 Current Portion: Debentures $ 146 $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 (788 ) 13,212 Total $ 14,146 $ (788 ) $ 13,358 Subordinated Notes On February 20, 2015, we, certain existing investors and certain additional investors entered into an Amended and Restated Note Purchase Agreement, pursuant to which we (i) canceled our senior subordinated promissory notes issued in April 2013 (the “2013 Notes”) in exchange for new senior subordinated promissory notes (the “2015 Subordinated Notes”) in the aggregate principal amount of $5.0 million, (ii) issued additional 2015 Subordinated Notes in the aggregate principal amount of $9.0 million and (iii) issued five year warrants (the “2013 Warrants”) to purchase 1,400,000 shares of our common stock at an exercise price of $5.10 per share. The 2015 Subordinated Notes bear interest at a rate of 8% per annum, payable in cash on the first day of each month in arrears. Among other default and acceleration terms customary for indebtedness of this type, the 2015 Subordinated Notes include default provisions which allow for the noteholders to accelerate the principal payment of the 2015 Subordinated Notes in the event we become involved in certain bankruptcy proceedings, become insolvent, fail to make a payment of principal or (after a grace period) interest on the 2015 Subordinated Notes, default on other indebtedness with an aggregate principal balance of $13.5 million or more if such default has the effect of accelerating the maturity of such indebtedness, or become subject to a legal judgment or similar order for the payment of money in an amount greater than $13.5 million if such amount will not be covered by third-party insurance. The 2015 Subordinated Notes are not convertible into shares of our common stock and were to mature on February 20, 2020, at which point we would have been required to repay the full outstanding balance in cash. In February 2020, we amended $13.5 million of the 2015 Subordinated Notes, extending the due date by three years to February 2023, the remaining $0.5 million of the 2015 Subordinated Notes were repaid in February 2020. As a result, the obligation has been classified as non-current in the accompanying consolidated balance sheet. Refer to Note 23, Subsequent Events for further detail. The Company may prepay the 2015 Subordinated Notes at any time, in part or in full, without premium or penalty. The warrants to purchase 500,000 shares of the Company’s common stock issued in connection with the 2013 Notes (the “2013 Warrants”) had an exercise price of $4.41 per share; and expired on April 15, 2019. In March 2017, we and the holders of the 2015 Subordinated Notes entered into an Amendment to Notes and Warrants, pursuant to which we (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 Notes were otherwise unchanged. The Amendment to Notes and Warrants was accounted for as a debt modification. Note Purchase Agreement Related to Future Royalties In January 2018, we through our wholly-owned subsidiary, Antigenics, entered into a Royalty Purchase Agreement (the “HCR Royalty Purchase Agreement”) with Healthcare Royalty Partners III, L.P., and certain of its affiliates (collectively “HCR”), and we used $161.9 million of the upfront proceeds from HCR to redeem all of our limited recourse notes (the “Notes”) dated September 8, 2015, accordingly, the related note purchase agreement and the Notes issued thereunder were redeemed in full and terminated. In connection with this redemption, we recorded a $10.8 million loss on early extinguishment of debt which primarily reflects the payment of premiums to fully redeem the notes and the write-off of unamortized debt issuance costs and discounts. See Note 18 for additional information on the Royalty Purchase Agreement. The Notes accrued interest at a rate of 13.5% per annum, compounded quarterly, computed on the basis of a 360-day year and the actual number of days elapsed. The Notes had limited recourse and were secured solely by a first priority security interest in the royalties and accounts and payment intangibles relating thereto plus various rights of Antigenics related to the royalties under its contracts with GSK. The redemption price was equal to the outstanding principal amount of the Notes, plus all accrued and unpaid interest thereon, plus a premium payment that would yield an aggregate internal rate of return (“IRR”) for the purchasers of 17.5% in accordance with the terms of the NPA. No non-cash interest expense related to the Notes was recorded for the year ended December 31, 2019. We recorded $849,000 and $17.4 million in non-cash interest expense related to the Notes for the years ended, December 31, 2018 and 2017, respectively, within our consolidated statement of operations and comprehensive loss. Other At December 31, 2019, approximately $146,000 of debentures we assumed in our merger with Aquila Biopharmaceuticals are outstanding. These debentures carry interest at 7% and are callable by the holders. Accordingly, they are classified as short-term debt. |
Liability Related to the Sale o
Liability Related to the Sale of Future Royalties and Milestones | 12 Months Ended |
Dec. 31, 2019 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Liability Related to the Sale of Future Royalties and Milestones | (17) Liability Related to the Sale of Future Royalties and Milestones The following table shows the activity within the liability account in the year ended December 31, 2019 and for the period from the inception of the royalty transactions to December 31, 2019 (in thousands): Year ended December 31, 2019 Period from inception to December 31, 2019 Liability related to sale of future royalties and milestones - beginning balance $ 210,795 $ — Proceeds from sale of future royalties and milestones — 205,000 Non-cash royalty revenue (30,424 ) (47,733 ) Non-cash interest expense recognized 41,474 64,578 Liability related to sale of future royalties and milestones - ending balance 221,845 221,845 Less: unamortized transaction costs (476 ) (476 ) Liability related to sale of future royalties and milestones, net $ 221,369 $ 221,369 Healthcare Royalty Partners On January 6, 2018, we, through Antigenics, entered into the HCR Royalty Purchase Agreement with HCR, which closed on January 19, 2018. Pursuant to the terms of the HCR Royalty Purchase Agreement, we sold to HCR 100% of Antigenics’ worldwide rights to receive royalties GSK on sales of GSK’s vaccines containing our QS-21 Stimulon adjuvant. At closing, we received gross proceeds of $190.0 million from HCR. As part of the transaction, we reimbursed HCR for transaction costs of $100,000 and incurred approximately $500,000 in transaction costs of our own, which are presented net of the liability in the consolidated balance sheet and will be amortized to interest expense over the estimated life of the HCR Royalty Purchase Agreement. Although we sold all of our rights to receive royalties on sales of GSK’s vaccines containing QS-21, we are required to account for these royalties as revenue when earned, and we recorded the $190.0 million in proceeds from this transaction as a liability on our consolidated balance sheet that will be amortized using the interest method over the estimated life of the HCR Royalty Purchase Agreement. The liability is classified between the current and non-current portion of liability related to sale of future royalties and milestones in the consolidated balance sheets based on the estimated recognition of the royalty payments to be received by HCR in the next 12 months from the financial statement reporting date. In the years ended December 31, 2019 and 2018, we recognized $30.4 million and $17.3 million, respectively, of non-cash royalty revenue and we recorded $41.5 million and $23.1 million, respectively, of related non-cash interest expense related to the HCR Royalty Purchase Agreement. As royalties are remitted to HCR from GSK, the balance of the recorded liability will be effectively repaid over the life of the HCR Royalty Purchase Agreement. To determine the amortization of the recorded liability, we are required to estimate the total amount of future royalty payments to be received by HCR. The sum of these amounts less the $190.0 million proceeds we received will be recorded as interest expense over the life of the HCR Royalty Purchase Agreement. Periodically, we assess the estimated royalty payments to be paid to HCR from GSK, and to the extent the amount or timing of the payments is materially different from our original estimates, we will prospectively adjust the amortization of the liability. Since the inception of the HCR Royalty Purchase Agreement our estimate of the effective annual interest rate over the life of the agreement increased to 23.3%, which results in a retrospective interest rate of 21.6%. There are a number of factors that could materially affect the amount and timing of royalty payments from GSK, all of which are not within our control. Such factors include, but are not limited to, changing standards of care, the introduction of competing products, manufacturing or other delays, biosimilar competition, patent protection, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, significant changes in foreign exchange rates, and other events or circumstances that could result in reduced royalty payments from GSK, all of which would result in a reduction of non-cash royalty revenues and the non-cash interest expense over the life of the HCR Royalty Purchase Agreement. Conversely, if sales of GSK’s vaccines containing QS-21 are more than expected, the non-cash royalty revenues and the non-cash interest expense recorded by us would be greater over the life of the HCR Royalty Purchase Agreement. Pursuant to the HCR Royalty Purchase Agreement, we are also entitled to receive up to $40.4 million in milestone payments from HCR (through the royalty payments from GSK) based on sales of GSK’s vaccines as follows: (i) $15.1 million upon reaching $2.0 billion last-twelve-months net sales any time prior to 2024 and (ii) $25.3 million upon reaching $2.75 billion last-twelve-months net sales any time prior to 2026. In the fourth quarter of 2019, the $15.1 million milestone was achieved, as sales for the year ended December 31, 2019 exceeded $2.0 billion. As such, we recognized $15.1 million in royalty sales milestone revenue in the year ended December 31, 2019. Additionally, pursuant to the HCR Royalty Purchase Agreement, we were obligated to pay HCR approximately $25.9 million in 2021 (the “Rebate Payment”) if neither of the following sales milestones are achieved: (i) 2019 sales exceed $1.0 billion or (ii) 2020 sales exceed $1.75 billion. However, we were released from this obligation in the fourth quarter of 2019 when GSK announced that Shingrix sales for the first nine months of 2019 reached 1.28 billion pounds (or approximately $1.6 billion). XOMA On September 20, 2018, we, through our wholly-owned subsidiary, Agenus Royalty Fund, LLC, entered into a Royalty Purchase Agreement (the “XOMA Royalty Purchase Agreement”) with XOMA (US) LLC (“XOMA”). Pursuant to the terms of the XOMA Royalty Purchase Agreement, XOMA paid us $15.0 million at closing in exchange for the right to receive 33% of the future royalties and 10% of the future milestones that we are entitled to receive from Incyte Corporation (“Incyte”) and Merck Sharpe & Dohme (“Merck”) under our agreements with each party (see Note 13), net of certain of our obligations to a third party and excluding the $5.0 million milestone from Incyte that we recognized in the quarter ended September 30, 2018. We retained 90% of the future milestones and 67% of the future royalties under our agreements with Incyte and Merck. Although we sold our rights to receive 33% of future royalties and 10% of future milestones, as a result of our significant continued involvement in the generation of the potential royalties and milestones, we are required to account for the full amount of these royalties and milestones as revenue when earned, and we recorded the $15.0 million in proceeds from this transaction as a liability on our consolidated balance sheet. Under the terms of the XOMA Royalty Purchase Agreement, should the percentage of milestones and royalties ultimately received by XOMA fail to repay the amount received by us at closing we would have no further obligation to XOMA. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | (18) Fair Value Measurements We measure our contingent purchase price consideration at fair value. The fair values of our Agenus Switzerland and PhosImmune contingent purchase price consideration, $6.7 million and $2.1 million, respectively, 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 the liabilities uses assumptions we believe would be made by a market participant. The fair value of our Agenus Switzerland and PhosImmune contingent purchase price consideration is based on estimates from a Monte Carlo simulation of our market capitalization and share price, respectively, 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 consideration. Assets and liabilities measured at fair value are summarized below (in thousands): Description December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration 8,843 — — 8,843 Total $ 8,843 $ — $ — $ 8,843 Description December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration 3,038 — — 3,038 Total $ 3,038 $ — $ — $ 3,038 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of December 31, 2019 (amounts in thousands): Balance, December 31, 2018 $ 3,038 Change in fair value of contingent purchase price consideration during the period 5,805 Balance, December 31, 2019 $ 8,843 There were no changes in the valuation techniques during the period and there were no transfers into or out of Levels 1 and 2. The fair value of our outstanding debt balance at December 31, 2019 and 2018 was $14.2 million and $14.2 million, respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology which 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 December 31, 2019 and 2018 was $14.1 million and $14.1, respectively. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | (19) Contingencies We may currently be, or may become, a party to legal proceedings. While we currently believe that the ultimate outcome of any of these proceedings will not have a material adverse effect on our financial position, results of operations, or liquidity, litigation is subject to inherent uncertainty. Furthermore, litigation consumes both cash and management attention. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Benefit Plans | (20) Benefit Plans We sponsor a defined contribution 401(k) Savings Plan in the US and a defined contribution Group Personal Pension Plan in the UK (the “Plans”) for all eligible employees, as defined in the Plans. Participants may contribute a portion of their compensation, subject to a maximum annual amount, as established by the applicable taxing authority. Each participant is fully vested in his or her contributions and related earnings and losses. During the years ended December 31, 2019, 2018, and 2017 we made discretionary contributions to the Plans of $922,000, $617,000, and $487,000, respectively. For the years ended December 31, 2019, 2018, and 2017, we expensed $922,000, $617,000, and $487,000, respectively, related to the discretionary contribution to the Plans. |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2019 | |
Geographic Information [Abstract] | |
Geographical Information | (21) Geographic Information The following is geographical information regarding our revenues for the years ended December 31, 2019, 2018 and 2017 and our long-lived assets as of December 31, 2019 and 2018 (in thousands): 2019 2018 2017 Revenue: United States $ 149,358 $ 32,784 $ 38,883 Europe 690 4,000 3,994 $ 150,048 $ 36,784 $ 42,877 In the table above, revenue by geographic region is allocated based on the domicile of our respective business operations. 2019 2018 Long-lived Assets: United States $ 23,822 $ 22,681 Europe 3,921 3,649 Total $ 27,743 $ 26,330 In the table above, long-lived assets include “Property, plant and equipment, net” and “Other long-term assets” from the consolidated balance sheets, by the geographic location where the asset resides. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | (22) Quarterly Financial Data (Unaudited) Quarter Ended March 31, June 30, September 30, December 31, 2019 Revenue $ 79,891 $ 15,715 $ 19,940 $ 34,502 Net income (loss) 17,435 (51,867 ) (46,277 ) (30,851 ) Net income (loss) attributable to Agenus Inc. common shareholders 18,454 (50,686 ) (45,526 ) (30,107 ) Per common share, basic and diluted: Basic net income (loss) attributable to Agenus Inc. common stockholders 0.14 (0.38 ) (0.33 ) (0.22 ) Diluted net income (loss) attributable to Agenus Inc. common stockholders 0.12 (0.38 ) (0.33 ) (0.22 ) 2018 Revenue $ 1,636 $ 15,895 $ 12,802 $ 6,451 Net loss (54,261 ) (25,204 ) (33,731 ) (48,848 ) Net loss attributable to Agenus Inc. common shareholders (54,192 ) (24,723 ) (33,177 ) (47,807 ) Per common share, basic and diluted: Basic and diluted net loss attributable to Agenus Inc. common stockholders (0.53 ) (0.24 ) (0.37 ) (0.40 ) Net loss attributable to common stockholders per share is calculated independently for each of the quarters presented. Therefore, the sum of the quarterly net loss per share amounts will not necessarily equal the total for the full fiscal year. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | (23) Subsequent Events Subordinated Note Amendment On February 18, 2020, we entered into an amendment (the “Amendment”) with the holders of the 2015 Subordinated Notes • extended the maturity date of $13.5 million of the 2015 Subordinated Notes by three years from February 20, 2020 to February 20, 2023; • extended the exercise period of the warrants to purchase 1,400,000 shares of the Company’s common stock previously issued in 2015 by three years from February 20, 2020 to February 20, 2023; and • issued new warrants to purchase 675,000 shares of the Company’s common stock with a term of five years and an exercise price of $4.48 per share, which represented a 20% premium over the 30-day average trailing closing price of the Company’s common stock. A description of the terms and conditions of the 2015 Subordinated Notes can be found in Note 16. At the Market Offerings During the period of January 1, 2020 through March 13, 2020, we received net proceeds of approximately $62.9 million from the sale of approximately 23.8 million shares of our common stock in At Market Issuance Sales Agreement with B. Riley FBR, Inc. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | (a) Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Agenus and our subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. Non-controlling interest in the consolidated financial statements represents the portion of AgenTus Therapeutics not owned by Agenus. |
Segment Information | (b) Segment Information We are managed and currently operate as two segments. However, we have concluded that our two operating segments meet all three criteria required by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting . |
Use of Estimates | (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires us 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base those estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | (d) Cash and Cash Equivalents We consider all highly liquid investments purchased with maturities at acquisition of three months or less to be cash equivalents. Cash equivalents consist primarily of money market funds. |
Concentrations of Credit Risk | (e) Concentrations of Credit Risk Financial instruments that potentially subject us to concentrations of credit risk are primarily cash equivalents, investments, and accounts receivable. We invest our cash, cash equivalents and short-term investments in accordance with our investment policy, which specifies high credit quality standards and limits the amount of credit exposure from any single issue, issuer, or type of investment. We carry balances in excess of federally insured levels, however, we have not experienced any losses to date from this practice. |
Inventories | (f) Inventories Inventories are stated at the lower of cost or net realizable value. Cost has been determined using standard costs that approximate the first-in, first-out method. We had no inventory as of December 31, 2019 and inventory as of December 31, 2018 consisted solely of finished goods. |
Accounts Receivable | (g) Accounts Receivable Accounts receivable are amounts due from our collaboration partners as a result of research and development and manufacturing services provided and milestones achieved. We considered the need for an allowance for doubtful accounts and have concluded that no allowance was needed as of December 31, 2019 and 2018, as the estimated risk of loss on our accounts receivable was determined to be minimal. |
Property, Plant and Equipment | (h) Property, Plant and Equipment Property, plant and equipment, including software developed for internal use, are carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are charged to expense as incurred. Amortization and depreciation of plant and equipment was $4.8 million, $4.3 million, and $3.8 million, for the years ended December 31, 2019, 2018, and 2017, respectively. |
Fair Value of Financial Instruments | (i) Fair Value of Financial Instruments The estimated fair values of all our financial instruments approximate their carrying amounts in the consolidated balance sheets. The fair value of our outstanding debt is based on a present value methodology. The outstanding principal amount of our debt, including the current portion, was $14.1 million at December 31, 2019 and 2018, respectively. |
Revenue Recognition | (j) Revenue Recognition The adoption of ASC 606 resulted in a cumulative adjustment to decrease our accumulated deficit by $ For the years ended December 31, 2019, 2018 and 2017, 60%, 43% and 87%, respectively, of our revenue was earned from one collaboration partner. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services. To achieve this core principle, we apply the following five steps: A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the related payment terms, (ii) the contract has commercial substance, and (iii) the Company determines that collection of substantially all consideration for goods and services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s intent and ability to pay, which is based on a variety of factors including the customer’s historical payment experience, or in the case of a new customer, published credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised goods and services, the Company must apply judgment to determine whether promised goods and services are capable of being distinct and are distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. Determining the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s contracts with customers in Note 13. 4) Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative stand-alone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative stand-alone selling prices. Determining the amount of the transaction price to allocate to each separate performance obligation requires significant judgement, which is discussed in further detail for each of the Company’s contracts with customers in Note 13. 5) Recognize revenue when or as the Company satisfies a performance obligation The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either 1) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, 2) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or 3) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer. Examples of control are using the asset to produce goods or services, enhance the value of other assets, settle liabilities, and holding or selling the asset. ASC 606 requires the Company to select a single revenue recognition method for the performance obligation that faithfully depicts the Company’s performance in transferring control of the goods and services. The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation: 1. Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g. surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units of produced or units delivered); and 2. Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation. Licenses of intellectual property: If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from non-refundable, up-front fees allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue from non-refundable, up-front fees. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone payments: At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. ASC 606 suggests two alternatives to use when estimating the amount of variable consideration: the expected value method and the most likely amount method. Under the expected value method, an entity considers the sum of probability-weighted amounts in a range of possible consideration amounts. Under the most likely amount method, an entity considers the single most likely amount in a range of possible consideration amounts. Whichever method is used, it should be consistently applied throughout the life of the contract; however, it is not necessary for the Company to use the same approach for all contracts. The Company uses the most likely amount method for development and regulatory milestone payments. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis. The Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimates of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Royalties: For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Up-front Fees: Depending on the nature of the agreement, up-front payments and fees may be recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less. |
Foreign Currency Transactions | (k) Foreign Currency Transactions Gains and losses from our foreign currency-based accounts and transactions, such as those resulting from the translation and settlement of receivables and payables denominated in foreign currencies, are included in the consolidated statements of operations within other income (expense). We do not currently use derivative financial instruments to manage the risks associated with foreign currency fluctuations. We recorded a foreign currency gain of $0.1 million for the year ended December 31, 2019, a foreign currency loss of $2.2 million for the year ended December 31, 2018, and a foreign currency gain of $1.9 million for the year ended December 31, 2017. |
Research and Development | (l) Research and Development Research and development expenses include the costs associated with our internal research and development activities, including salaries and benefits, share-based compensation, occupancy costs, clinical manufacturing costs, related administrative costs, and research and development conducted for us by outside advisors, such as sponsored university-based research partners and clinical study partners. We account for our clinical study costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost based on estimates of when the patient receives treatment, beginning when the patient enrolls in the trial. Research and development expenses also include the cost of clinical trial materials shipped to our research partners. Research and development costs are expensed as incurred. |
Share-based Compensation | (m) Share-Based Compensation We account for share-based compensation in accordance with the provisions of ASC 718, Compensation—Stock Compensation. |
Income Taxes | (n) Income Taxes Income taxes are accounted for under the asset and liability method with deferred tax assets and liabilities recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such items are expected to be reversed or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. Deferred tax assets are recognized when they are more likely than not expected to be realized. |
Net Loss Per Share | (o) Net Loss Per Share Basic income and 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). 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 Directors’ Deferred Compensation Plan) 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 December 31, 2019, 2018, and 2017, as they would be anti-dilutive: Year Ended 2019 2018 2017 Warrants 1,400 2,900 4,351 Stock options 27,164 18,614 14,367 Nonvested shares 2,120 2,214 1,314 Series A-1 convertible preferred stock 333 333 333 Series C-1 convertible preferred stock 12,459 18,459 - |
Goodwill | (p) Goodwill Goodwill represents the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized, but instead tested for impairment at least annually. Annually we assess whether there is an indication that goodwill is impaired, or more frequently if events and circumstances indicate that the asset might be impaired during the year. We perform our annual impairment test as of October 31 of each year. The first step of our impairment analysis compares the fair value of our reporting units to their net book value to determine if there is an indicator of impairment. We operate as two reporting units. ASC 350, Intangibles, Goodwill and Other |
In-process Research and Development | (q) In-process Research and Development Acquired in-process research and development (“IPR&D”) represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenue from the projects, and discounting the net cash flows to present value. The revenue and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success of developing a new drug. Additionally, the projections consider the relevant market sizes and growth factors, expected trends in technology, and the nature and expected timing of new product introductions by us and our competitors. The rates utilized to discount the net cash flows to their present value are commensurate with the stage of development of the projects and uncertainties in the economic estimates used in the projections. Upon the acquisition of IPR&D, we complete an assessment of whether our acquisition constitutes the purchase of a single asset or a group of assets. We consider multiple factors in this assessment, including the nature of the technology acquired, the presence or absence of separate cash flows, the development process and stage of completion, quantitative significance and our rationale for entering into the transaction. If we acquire an asset or group of assets that do not meet the definition of a business under applicable accounting standards, then the acquired IPR&D is expensed on its acquisition date. Future costs to develop these assets are recorded to research and development expense as they are incurred. We review amounts capitalized as acquired IPR&D for impairment at least annually, as of October 31, or whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. When performing our impairment assessment, we have the option to first assess qualitative factors to determine whether it is necessary to estimate the fair value of our acquired IPR&D. If we elect this option and believe, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of our acquired IPR&D is less than its carrying amount, we estimate the fair value using the same methodology as described above. If the carrying value of our acquired IPR&D exceeds its fair value, then the intangible asset is written-down to its fair value. Alternatively, we may elect to not first assess qualitative factors and immediately estimate the fair value of our acquired IPR&D. No IPR&D impairments were recognized for the years presented. |
Long-lived Assets | (r) Long-lived Assets If required based on certain events and circumstances, recoverability of assets to be held and used, other than goodwill and intangible assets not being amortized, is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Authoritative guidance requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Leases | (s) Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASC 842”) which supersedes Topic 840, Leases (“ASC 840”). We adopted ASC 842 on January 1, 2019 using the alternative transition method and recorded a cumulative effect adjustment to beginning retained earnings without restating prior periods. Accordingly, all financial information and disclosures for periods before January 1, 2019 continue to be presented under the requirements of ASC 840. We elected the package of practical expedients, which allowed us to carry forward our historical lease classification, our assessment of whether a contract is or contains a lease and our initial direct costs for any leases that existed prior to adoption of the new standard. At the inception of an agreement, we determine whether the contract contains a lease. If a lease is identified in such arrangement, we recognize a right-of-use asset and liability on our consolidated balance sheet and determine whether the lease should be classified as a finance or operating lease. We have elected not to recognize assets or liabilities for leases with lease terms of 12 months or less. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset by the end of the lease term, (ii) we hold an option to purchase the leased asset that we are reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease right-of-use assets and liabilities are recognized at the lease commencement date. Lease liabilities are recognized as the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the implicit rate is not readily determinable, as is the case with all our current leases, we utilize our incremental borrowing rate at the lease commencement date. Right-of-use assets are recognized based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred, or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term, unless the right-of-use asset reflects impairment. We will then recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expense in our condensed consolidated statement of operations. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term, unless the lease includes a provision that either (i) results in the transfer of ownership of the underlying asset at the end of the lease term or (ii) includes a purchase option whose exercise is reasonably certain. In either of these instances, the right-of-use asset is amortized over the useful life of the underlying asset. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance lease liability. We do not separate lease and non-lease components for any of our current asset classes when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed in the period incurred. If a lease includes an option to extend or terminate the lease, we reflect the option in the lease term if it is reasonably certain the option will be exercised. Our right of use assets and lease liabilities generally exclude periods covered by renewal options and include periods covered by early termination options (based on our conclusion that it is not reasonably certain that we will exercise such options). We account for the sublease of space in our main Lexington, Massachusetts facility from the perspective of a lessor. Our sublease is classified as an operating lease. We record sublease income as a reduction of operating expense. Operating leases are recorded in “Operating lease right-of-use assets”, “Current portion, operating lease liabilities” and “Operating lease liabilities, net of current portion”, while finance leases are recorded in “Property, plant and equipment, net”, “Other current liabilities” and “Other long-term liabilities” on our condensed consolidated balance sheet. Impact of Adopting ASC 842 on the Condensed Consolidated Financial Statements We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands): As Reported December 31, 2018 ASC 842 Adjustment Adjusted January 1, 2019 Condensed Consolidated Balance Sheet Data: Operating lease right-of-use assets $ — $ 5,687 $ 5,687 Current portion, operating lease liabilities — 1,510 1,510 Other current liabilities 484 (95 ) 389 Operating lease liabilities, net of current portion — 6,216 6,216 Other long-term liabilities 2,773 (1,921 ) 852 Accumulated deficit $ (1,177,311 ) $ (25 ) $ (1,177,336 ) The adoption did not have an impact on our condensed consolidated statement of operations or our condensed consolidated statement of cash flows. See Note 15 for additional information regarding our leases. |
Recent Accounting Pronouncements | (t) Recent Accounting Pronouncements Recently Issued and Adopted In February 2016, the FASB issued ASC 842 which supersedes ASC 840, Leases. ASC 842 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. We adopted the new standard on January 1, 2019 and have used the effective date as our date of initial application. See Note 2 (s) and Note 15. In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). The amendments in ASU 2018-07 simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. We adopted the new standard on January 1, 2019. The adoption did not have a material impact on our consolidated financial statements. Recently Issued, Not Yet Adopted 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, an 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 2023. 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 August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). The amendments in ASU 2018-13 modify the disclosure requirements of fair value measurements. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Certain disclosures are required to be applied on a retrospective basis and others on a prospective basis. We are currently evaluating the impact of adoption of ASU 2018-13 on our financial statement disclosures. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers, (“ASC 606”) (“ASU 2018-18”). ASU 2018-18 (1) clarifies that certain transactions between collaborative arrangement participants should be accounted for under ASC 606, when the collaborative arrangement participant is a customer in the context of a unit of account, (2) adds unit-of-account guidance in ASC 808 to align with ASC 606 when an entity is assessing whether the collaborative arrangement, or a part of the arrangement, is within the scope of ASC 606, (3) precludes presenting transactions together with revenue when those transactions involve collaborative arrangement participants that are not directly related to third parties and are not customers. The standard will be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2018-18 on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 enhances and simplifies multiple aspects of the income tax accounting guidance in ASC 740. The standard will be effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adoption of ASU 2019-12 on our consolidated financial statements. No other new accounting pronouncement issued or effective during the year ended December 31, 2019 had or is expected to have a material impact on our consolidated financial statements or disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [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 December 31, 2019, 2018, and 2017, as they would be anti-dilutive: Year Ended 2019 2018 2017 Warrants 1,400 2,900 4,351 Stock options 27,164 18,614 14,367 Nonvested shares 2,120 2,214 1,314 Series A-1 convertible preferred stock 333 333 333 Series C-1 convertible preferred stock 12,459 18,459 - |
Topic 842 Disclosure of Impact of Adoption to Condensed Consolidated Financial Statements | We recorded the following adjustments to our condensed consolidated balance sheet on the date of adoption (in thousands): As Reported December 31, 2018 ASC 842 Adjustment Adjusted January 1, 2019 Condensed Consolidated Balance Sheet Data: Operating lease right-of-use assets $ — $ 5,687 $ 5,687 Current portion, operating lease liabilities — 1,510 1,510 Other current liabilities 484 (95 ) 389 Operating lease liabilities, net of current portion — 6,216 6,216 Other long-term liabilities 2,773 (1,921 ) 852 Accumulated deficit $ (1,177,311 ) $ (25 ) $ (1,177,336 ) |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 year ended December 31, 2019 (in thousands): Balance, December 31, 2018 $ 22,925 Effect of foreign currency 263 Balance, December 31, 2019 $ 23,188 |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following at December 31, 2019 and 2018 (in thousands): As of December 31, 2019 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual Property 7-15 years $ 16,584 $ (8,044 ) $ 8,540 Trademarks 4.5 years 834 (834 ) - Other 2-6 years 572 (553 ) 19 In-process research and development Indefinite 1,945 — 1,945 Total $ 19,935 $ (9,431 ) $ 10,504 As of December 31, 2018 Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual Property 7-15 years $ 16,509 $ (6,147 ) $ 10,362 Trademarks 4.5 years 820 (820 ) — Other 2-6 years 569 (505 ) 64 In-process research and development Indefinite 1,912 — 1,912 Total $ 19,810 $ (7,472 ) $ 12,338 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Cash Equivalents | Cash equivalents consisted of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Cost Estimated Fair Value Cost Estimated Fair Value Institutional Money Market Funds $ 55,258 $ 55,258 $ 29,948 $ 29,948 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, net | Property, plant and equipment, net as of December 31, 2019 and 2018 consist of the following (in thousands): 2019 2018 Estimated Depreciable Lives Land $ 2,230 $ 2,230 Indefinite Building and building improvements 5,624 5,451 35 years Furniture, Fixtures, and other 6,394 3,984 3 to 10 years Laboratory and manufacturing equipment 20,880 18,993 4 to 10 years Leasehold improvements 25,350 24,525 2 to 12 years Software and computer equipment 8,709 8,001 3 years 69,187 63,184 Less accumulated depreciation and amortization (42,861 ) (38,068 ) Total $ 26,326 $ 25,116 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences and net operating loss and tax credit carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of December 31, 2019 and 2018 are presented below (in thousands). 2019 2018 Deferred tax assets: U.S. Federal and State net operating loss carryforwards $ 143,126 $ 182,557 Foreign net operating loss carryforwards 4,096 1,524 Research and development tax credits 16,364 18,507 Share-based compensation 4,774 4,824 Intangible Assets 38,710 36,217 Interest expense carryforward 3,893 6,555 Deferred Revenue 47,456 — Lease Liability 2,002 — Other 3,974 4,882 Total deferred tax assets 264,395 255,066 Less: valuation allowance (262,228 ) (254,315 ) Net deferred tax assets 2,167 751 Foreign intangible assets (1,009 ) (1,063 ) Right of use asset (1,599 ) — Other (165 ) (406 ) Deferred tax liabilities (2,773 ) (1,469 ) Net deferred tax liability $ (606 ) $ (718 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income tax benefit was nil for the years ended December 31, 2019, 2018 and 2017. Income taxes recorded differed from the amounts computed by applying the U.S. Federal income tax rate of 21% in 2019 and 2018 and 34% in 2017 to loss before income taxes as a result of the following (in thousands). 2019 2018 2017 Computed “expected” Federal tax benefit $ (23,413 ) $ (34,029 ) $ (41,035 ) (Increase) reduction in income taxes benefit resulting from: Change in valuation allowance 7,913 24,233 (63,868 ) (Decrease) increase due to uncertain tax positions (64 ) 7 — Foreign income inclusion — 11,089 — State and local income benefit, net of Federal income tax benefit 4,144 (11,708 ) (4,561 ) Change in federal tax rate — — 104,764 Foreign rate differential (564 ) 956 2,084 Change in fair value contingent consideration 1,219 (280 ) (1,084 ) Other, net 10,765 9,732 3,700 Income tax benefit $ — $ — $ — |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in thousands): 2019 2018 2017 Balance, January 1 $ 4,356 $ 4,349 $ 5,278 Increase related to current year positions 122 — — Increase (decrease) related to previously recognized positions (186 ) 7 — Decrease related to change in federal tax rate — — (929 ) Balance, December 31 $ 4,292 $ 4,356 $ 4,349 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following as of December 31, 2019 and 2018 (in thousands): December 31, 2019 December 31, 2018 Payroll $ 9,575 $ 8,770 Professional fees 4,314 3,528 Contract manufacturing costs 8,768 5,947 Research services 6,675 5,348 Other 2,000 958 Total $ 31,332 $ 24,551 |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share Based Compensation [Abstract] | |
Weighted Average Assumptions used to Estimate Fair Value of Options Granted | The fair value of each option granted during the periods was estimated on the date of grant using the following weighted average assumptions: 2019 2018 2017 Expected volatility 64 % 64 % 65 % Expected term in years 5 6 4 Risk-free interest rate 1.8 % 2.8 % 1.7 % Dividend yield 0 % 0 % 0 % |
Schedule Of Stock Option Activity | A summary of option activity for 2019 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2018 18,613,822 $ 4.15 Granted 11,579,119 3.00 Exercised (466,940 ) 3.15 Forfeited (1,186,465 ) 3.20 Expired (1,375,389 ) 5.08 Outstanding at December 31, 2019 27,164,147 3.67 7.65 $ 19,782,605 Vested or expected to vest at December 31, 2019 27,164,147 3.67 7.65 $ 19,782,605 Exercisable at December 31, 2019 11,785,971 $ 4.33 5.83 $ 3,677,098 |
Summary Of Non-vested Stock Activity | A summary of non-vested stock activity for 2019 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2018 2,213,967 $ 3.20 Granted 737,682 2.98 Vested (129,675 ) 2.76 Forfeited (702,163 ) 4.14 Outstanding at December 31, 2019 2,119,811 $ 2.84 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the years ended December 31, 2019, 2018, and 2017, was as follows (in thousands). Year Ended 2019 2018 2017 Research and development $ 3,873 $ 3,498 $ 6,159 General and administrative 6,019 4,127 6,270 Total share-based compensation expense $ 9,892 $ 7,625 $ 12,429 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Collaboration [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents revenue (in thousands) for years ended December 31, 2019, 2018 and 2017, disaggregated by geographic region and revenue type. Revenue by geographic region is allocated based on the domicile of our respective business operations. Year ended December 31, 2019 United States Europe Total Revenue Type Research and development services $ 1,707 $ — $ 1,707 License fees 75,500 — 75,500 Royalty sales milestone 15,100 — 15,100 Manufacturing services 3,337 — 3,337 Recognition of deferred research and development revenue 22,638 — 22,638 Recognition of deferred grant revenue 652 690 1,342 Non-cash royalties and milestones 30,424 — 30,424 $ 149,358 $ 690 $ 150,048 Year ended December 31, 2018 Revenue Type Research and development services $ 4,150 $ — $ 4,150 License and collaboration milestones 10,000 4,000 14,000 Recognition of deferred research and development revenue 1,325 — 1,325 Non-cash royalty revenue 17,309 — 17,309 $ 32,784 $ 4,000 $ 36,784 Year ended December 31, 2017 Revenue Type Research and development services $ 14,615 $ — $ 14,615 License and collaboration milestones 21,000 3,994 24,994 Recognition of deferred research and development revenue 3,100 — 3,100 Grant revenue 168 — 168 $ 38,883 $ 3,994 $ 42,877 |
Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers | The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands): Year ended December 31, 2019 Balance at beginning of period Additions Deductions Balance at end of period Contract assets: Unbilled receivables from collaboration partners $ - $ - $ - $ - Contract liabilities: Deferred revenue $ 2,052 $ 77,000 $ (22,638 ) $ 56,414 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations | The components of lease cost recorded in our condensed consolidated statement of operations were as follows (in thousands): Year ended December 31, 2019 Operating lease cost $ 2,551 Finance lease cost 221 Variable lease cost 1,414 Sublease income (561 ) Net lease cost $ 3,625 |
Schedule of Supplemental Balance Sheet Information Related to Lease | The following table presents supplemental balance sheet information related to our leases as of December 31, 2019 (in thousands): As of December 31, 2019 Operating Leases Operating lease right-of-use assets $ 7,364 Total operating lease right-of-use assets 7,364 Current portion, operating lease liabilities 1,347 Operating lease liabilities, net of current portion 8,020 Total operating lease liabilities 9,367 Finance Leases Property, plant and equipment, net 796 Total finance lease right-of-use assets 796 Other current liabilities 148 Total finance lease liabilities $ 148 |
Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842 | Maturities of our operating lease liabilities in accordance with ASC 842 as of December 31, 2019 were as follows (in thousands): Year Operating Leases Finance leases Expected sublease receipts Net future lease commitments 2020 $ 2,788 $ 159 $ (578 ) $ 2,369 2021 2,566 2,566 2022 2,614 2,614 2023 2,162 2,162 2024 1,207 1,207 Thereafter 4,384 4,384 Total $ 15,721 $ 159 $ (578 ) $ 15,302 Less imputed interest (6,354 ) (11 ) Present value of lease liabilities $ 9,367 $ 148 |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Operating Leases | The weighted-average remaining lease terms and discount rates related to our operating leases were as follows: December 31, 2019 Weighted average remaining lease term (in years) 6.2 Weighted average discount rate 16.6 % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Debt obligations consisted of the following as of December 31, 2019 and 2018 (in thousands): Debt instrument Principal at December 31, 2019 Unamortized Debt Discount Balance at December 31, 2019 Current Portion: Debentures $ 146 $ — $ 146 2015 Subordinated Notes 500 — 500 Long-term Portion: 2015 Subordinated Notes 13,500 (120 ) 13,380 Total $ 14,146 $ (120 ) $ 14,026 Debt instrument Principal at December 31, 2018 Unamortized Debt Discount Balance at December 31, 2018 Current Portion: Debentures $ 146 $ — $ 146 Long-term Portion: 2015 Subordinated Notes 14,000 (788 ) 13,212 Total $ 14,146 $ (788 ) $ 13,358 |
Liability Related to the Sale_2
Liability Related to the Sale of Future Royalties and Milestones (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Liability Related To Sale Of Future Royalties And Milestones [Abstract] | |
Schedule of Liability Account | The following table shows the activity within the liability account in the year ended December 31, 2019 and for the period from the inception of the royalty transactions to December 31, 2019 (in thousands): Year ended December 31, 2019 Period from inception to December 31, 2019 Liability related to sale of future royalties and milestones - beginning balance $ 210,795 $ — Proceeds from sale of future royalties and milestones — 205,000 Non-cash royalty revenue (30,424 ) (47,733 ) Non-cash interest expense recognized 41,474 64,578 Liability related to sale of future royalties and milestones - ending balance 221,845 221,845 Less: unamortized transaction costs (476 ) (476 ) Liability related to sale of future royalties and milestones, net $ 221,369 $ 221,369 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration 8,843 — — 8,843 Total $ 8,843 $ — $ — $ 8,843 Description December 31, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Contingent purchase price consideration 3,038 — — 3,038 Total $ 3,038 $ — $ — $ 3,038 |
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 December 31, 2019 (amounts in thousands): Balance, December 31, 2018 $ 3,038 Change in fair value of contingent purchase price consideration during the period 5,805 Balance, December 31, 2019 $ 8,843 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Geographic Information [Abstract] | |
Revenue by Geographic Areas | The following is geographical information regarding our revenues for the years ended December 31, 2019, 2018 and 2017 and our long-lived assets as of December 31, 2019 and 2018 (in thousands): 2019 2018 2017 Revenue: United States $ 149,358 $ 32,784 $ 38,883 Europe 690 4,000 3,994 $ 150,048 $ 36,784 $ 42,877 |
Long-lived Assets by Geographic Areas | In the table above, revenue by geographic region is allocated based on the domicile of our respective business operations. 2019 2018 Long-lived Assets: United States $ 23,822 $ 22,681 Europe 3,921 3,649 Total $ 27,743 $ 26,330 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarter Ended March 31, June 30, September 30, December 31, 2019 Revenue $ 79,891 $ 15,715 $ 19,940 $ 34,502 Net income (loss) 17,435 (51,867 ) (46,277 ) (30,851 ) Net income (loss) attributable to Agenus Inc. common shareholders 18,454 (50,686 ) (45,526 ) (30,107 ) Per common share, basic and diluted: Basic net income (loss) attributable to Agenus Inc. common stockholders 0.14 (0.38 ) (0.33 ) (0.22 ) Diluted net income (loss) attributable to Agenus Inc. common stockholders 0.12 (0.38 ) (0.33 ) (0.22 ) 2018 Revenue $ 1,636 $ 15,895 $ 12,802 $ 6,451 Net loss (54,261 ) (25,204 ) (33,731 ) (48,848 ) Net loss attributable to Agenus Inc. common shareholders (54,192 ) (24,723 ) (33,177 ) (47,807 ) Per common share, basic and diluted: Basic and diluted net loss attributable to Agenus Inc. common stockholders (0.53 ) (0.24 ) (0.37 ) (0.40 ) |
Description of Business (Narrat
Description of Business (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Description Of Business [Abstract] | ||||
Cash and cash equivalents | $ 61,808 | $ 53,054 | $ 60,187 | $ 71,448 |
Increase in cash and cash equivalents | 8,754 | (7,133) | $ (11,261) | |
Accumulated deficit | $ 1,284,993 | $ 1,177,311 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Segment Information) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 2 |
Number of reportable segment | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Inventories) (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Inventories | $ 0 | $ 55 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Accounts Receivable) (Narrative) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Property, Plant and Equipment) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Depreciation | $ 4.8 | $ 4.3 | $ 3.8 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Fair Value of Financial Instruments) (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Long-term Debt, Gross | $ 14,146 | $ 14,146 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Revenue Recognition) (Narrative) (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
One collaboration partner [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 60.00% | 43.00% | 87.00% | |
ASC 606 [Member] | ||||
Concentration Risk [Line Items] | ||||
Decrease in accumulated deficit | $ (8.9) | $ (5.7) | ||
Deferred revenue, Period increase (decrease), current portion | (3) | (1) | ||
Deferred revenue, Period increase (decrease), net of portion | $ (5.9) | (4.7) | ||
Decrease in research and development revenue | $ 3.2 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Foreign Currency Transactions) (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Foreign Currency [Abstract] | |||
Foreign Currency Transaction Gain (Loss), before Tax | $ 0.1 | $ (2.2) | $ 1.9 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies (Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Weighted Average Shares Outstanding) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,400 | 2,900 | 4,351 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,164 | 18,614 | 14,367 |
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 | 2,120 | 2,214 | 1,314 |
Series A-1 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 |
Series C-1 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 | 12,459 | 18,459 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies (Goodwill) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
Impairment of goodwill | $ 0 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies (In-process Research and Development) (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
In-process Research and Development [Member] | |
Finite Lived And Indefinite Lived Intangible Assets [Line Items] | |
Impairment of IPR&D | $ 0 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies (Topic 842 Disclosure of Impact of Adoption to Condensed Consolidated Financial Statements) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 7,364 | ||
Current portion, operating lease liabilities | 1,347 | ||
Other current liabilities | 185 | $ 484 | |
Operating lease liabilities, net of current portion | 8,020 | ||
Other long-term liabilities | 4,190 | 2,773 | |
Accumulated deficit | $ (1,284,993) | (1,177,311) | |
As Reported [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Other current liabilities | 484 | ||
Other long-term liabilities | 2,773 | ||
Accumulated deficit | $ (1,177,311) | ||
ASC 842 [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 5,687 | ||
Current portion, operating lease liabilities | 1,510 | ||
Other current liabilities | 389 | ||
Operating lease liabilities, net of current portion | 6,216 | ||
Other long-term liabilities | 852 | ||
Accumulated deficit | (1,177,336) | ||
ASC 842 [Member] | Adjustment [Member] | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | 5,687 | ||
Current portion, operating lease liabilities | 1,510 | ||
Other current liabilities | (95) | ||
Operating lease liabilities, net of current portion | 6,216 | ||
Other long-term liabilities | (1,921) | ||
Accumulated deficit | $ (25) |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) - USD ($) | Dec. 23, 2015 | Feb. 12, 2014 |
4-antibody acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of stock for acquisition, share | 3,334,079 | |
Issuance of stock for acquisition, value | $ 10,100,000 | |
Contingent Consideration | 40,000,000 | |
Business Combination, Contingent Consideration, Liability | 9,700,000 | |
PhosImmune Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Issuance of stock for acquisition, share | 1,631,521 | |
Issuance of stock for acquisition, value | $ 7,400,000 | |
Contingent Consideration | 35,000,000 | |
Business Combination, Contingent Consideration, Liability | 2,500,000 | |
Amount Received by Stock Holders Cash | 2,500,000 | |
Contingent Milestone 1 [Member] | 4-antibody acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Contingent Consideration | 20,000,000 | |
Market Capitalization | $ 300,000,000 | |
Debt Instrument, Redemption, Threshold Trading Days | 10 days | |
Contingent Milestone 1 [Member] | PhosImmune Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Contingent Consideration | $ 5,000,000 | |
Debt Instrument, Redemption, Threshold Trading Days | 60 days | |
Trading Price of our Common Stock | $ 8 | |
Contingent Milestone 2 [Member] | 4-antibody acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Contingent Consideration | $ 10,000,000 | |
Market Capitalization | $ 750,000,000 | |
Debt Instrument, Redemption, Threshold Trading Days | 30 days | |
Contingent Milestone 2 [Member] | PhosImmune Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Contingent Consideration | $ 15,000,000 | |
Debt Instrument, Redemption, Threshold Trading Days | 60 days | |
Trading Price of our Common Stock | $ 13 | |
Contingent Milestone 3 [Member] | 4-antibody acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Contingent Consideration | $ 10,000,000 | |
Market Capitalization | $ 1,000,000,000 | |
Debt Instrument, Redemption, Threshold Trading Days | 30 days | |
Contingent Milestone 3 [Member] | PhosImmune Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Contingent Consideration | $ 15,000,000 | |
Debt Instrument, Redemption, Threshold Trading Days | 60 days | |
Trading Price of our Common Stock | $ 19 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Schedule of Changes in Goodwill) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 22,925 |
Effect of foreign currency | 263 |
Ending balance | $ 23,188 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets (Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible Assets, Gross (Excluding Goodwill) | $ 19,935 | $ 19,810 |
Accumulated amortization | (9,431) | (7,472) |
Net carrying amount | 10,504 | 12,338 |
Indefinite-lived Intangible Assets Acquired | 1,945 | 1,912 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 16,584 | 16,509 |
Accumulated amortization | (8,044) | (6,147) |
Net carrying amount | $ 8,540 | $ 10,362 |
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 | $ 834 | $ 820 |
Accumulated amortization | (834) | (820) |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 572 | 569 |
Accumulated amortization | (553) | (505) |
Net carrying amount | $ 19 | $ 64 |
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 Intangi_5
Goodwill and Acquired Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||
Amortization expense | $ 2 | $ 2 | $ 2.3 |
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2020 | 1.9 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2021 | 1.9 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2022 | 1.9 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2023 | 1.4 | ||
Finite-Lived Intangible Assets, Estimated Amortization Expense, 2024 | $ 0.3 |
Investments (Schedule of Cash E
Investments (Schedule of Cash Equivalents) (Details) - Institutional Money Market Funds [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cost [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 55,258 | $ 29,948 |
Estimated Fair Value [Member] | ||
Cash And Cash Equivalents [Line Items] | ||
Cash equivalents | $ 55,258 | $ 29,948 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Schedule of Property, Plant and Equipment, net) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 69,187 | $ 63,184 |
Plant and equipment, accumulated amortization and depreciation | (42,861) | (38,068) |
Property, Plant and Equipment, Net | 26,326 | 25,116 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,230 | 2,230 |
Property, Plant and Equipment, Useful Life | Indefinite | |
Building and building improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 5,624 | 5,451 |
Property, Plant and Equipment, Useful Life | 35 years | |
Furniture, fixtures and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 6,394 | 3,984 |
Furniture, fixtures and other [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Furniture, fixtures and other [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Laboratory and manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 20,880 | 18,993 |
Laboratory and manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 4 years | |
Laboratory and manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 25,350 | 24,525 |
Leasehold Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 2 years | |
Leasehold Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 12 years | |
Software and computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 8,709 | $ 8,001 |
Property, Plant and Equipment, Useful Life | 3 years |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits | $ 16,364,000 | $ 18,507,000 | |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 7,913,000 | 24,233,000 | $ (63,868,000) |
Income tax benefit | $ 0 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 21.00% | 21.00% | 34.00% |
Internal Revenue Service (IRS) [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 646,300,000 | ||
Operating loss carryforwards that do not expire | 38,600,000 | ||
Research and development tax credits | $ 8,800,000 | ||
Internal Revenue Service (IRS) [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2020 | ||
Internal Revenue Service (IRS) [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2033 | ||
Federal and State [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2021 | ||
Federal and State [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2038 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 184,900,000 | ||
Research and development tax credits | 9,400,000 | ||
Investment tax credit | $ 214,000 | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2020 | ||
Investment tax credit expiration year | 2020 | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Research and development tax credits expiration year | 2029 | ||
Investment tax credit expiration year | 2022 | ||
Foreign Tax Authority [Member] | Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2024 | ||
Foreign Tax Authority [Member] | Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforwards expiration year | 2026 | ||
Foreign Tax Authority [Member] | Switzerland [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 1,900,000 | ||
Foreign Tax Authority [Member] | United Kingdom [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 7,500,000 | ||
Foreign Tax Authority [Member] | Belgium [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 8,000,000 | ||
Foreign Tax Authority [Member] | Ireland [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 55,000 | ||
Foreign Tax Authority [Member] | Hong Kong [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 289,000 | ||
Worldwide [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Valuation Allowance, Deferred Tax Asset, Change in Amount | $ 7,900,000 | $ (21,900,000) |
Income Taxes Deferred tax asset
Income Taxes Deferred tax assets and deferred tax liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
U.S. Federal and State net operating loss carryforwards | $ 143,126 | $ 182,557 |
Foreign net operating loss carryforwards | 4,096 | 1,524 |
Research and development tax credits | 16,364 | 18,507 |
Share-based compensation | 4,774 | 4,824 |
Intangible Assets | 38,710 | 36,217 |
Interest expense carryforward | 3,893 | 6,555 |
Deferred Revenue | 47,456 | |
Lease Liability | 2,002 | |
Other | 3,974 | 4,882 |
Total deferred tax assets | 264,395 | 255,066 |
Less: valuation allowance | (262,228) | (254,315) |
Net deferred tax assets | 2,167 | 751 |
Foreign intangible assets | (1,009) | (1,063) |
Right of use asset | (1,599) | |
Other | (165) | (406) |
Deferred tax liabilities | (2,773) | (1,469) |
Net deferred tax liability | $ (606) | $ (718) |
Income Taxes Tax rate reconcili
Income Taxes Tax rate reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Computed “expected” Federal tax benefit | $ (23,413,000) | $ (34,029,000) | $ (41,035,000) |
Change in valuation allowance | 7,913,000 | 24,233,000 | (63,868,000) |
(Decrease) increase due to uncertain tax positions | (64,000) | 7,000 | |
Foreign income inclusion | 11,089,000 | ||
State and local income benefit, net of Federal income tax benefit | 4,144,000 | (11,708,000) | (4,561,000) |
Change in federal tax rate | 104,764,000 | ||
Foreign rate differential | (564,000) | 956,000 | 2,084,000 |
Change in fair value contingent consideration | 1,219,000 | (280,000) | (1,084,000) |
Other, net | 10,765,000 | 9,732,000 | 3,700,000 |
Income tax benefit | $ 0 | $ 0 | $ 0 |
Income Taxes Unrecognized tax b
Income Taxes Unrecognized tax benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning balance | $ 4,356 | $ 4,349 | $ 5,278 |
Increase related to current year positions | 122 | ||
Increase (decrease) related to previously recognized positions | (186) | 7 | |
Decrease related to change in federal tax rate | (929) | ||
Unrecognized Tax Benefits, Ending balance | $ 4,292 | $ 4,356 | $ 4,349 |
Accrued Liabilities (Schedule o
Accrued Liabilities (Schedule of Accrued Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Payroll | $ 9,575 | $ 8,770 |
Professional fees | 4,314 | 3,528 |
Contract manufacturing costs | 8,768 | 5,947 |
Research services | 6,675 | 5,348 |
Other | 2,000 | 958 |
Total | $ 31,332 | $ 24,551 |
Equity (Narrative) (Details)
Equity (Narrative) (Details) | Dec. 20, 2018USD ($)$ / sharesshares | Nov. 09, 2017USD ($)$ / sharesshares | Feb. 14, 2017$ / sharesshares | Jan. 09, 2015USD ($)shares | Sep. 30, 2013USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Jun. 19, 2019shares | May 31, 2018shares | Oct. 31, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2013USD ($)$ / shares |
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 400,000,000 | 240,000,000 | 240,000,000 | 530,864 | |||||||||
Common stock, shares issued | 137,818,068 | 119,996,331 | |||||||||||
Common stock, value | $ | $ 1,378,000 | $ 1,200,000 | |||||||||||
Common stock closing price per share | $ / shares | $ 3.55 | ||||||||||||
Shares sold at the market, value | $ | $ 44,919,000 | $ 5,560,000 | |||||||||||
Maximum [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, preferred stock, warrants, debt securities and units issuable amount | $ | $ 250,000,000 | ||||||||||||
Celexion, LLC [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Net proceeds from issuance of common stock | $ | $ 550,000 | ||||||||||||
Shares issued for purchased assets | 999,317 | ||||||||||||
Shares issued for purchased assets (in US$ per share) | $ / shares | $ 4.10 | ||||||||||||
Stock Purchase Agreement [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Net proceeds from issuance of common stock | $ | $ 35,000,000 | ||||||||||||
Shares sold at the market, shares | 11,111,111 | 7,760,000 | |||||||||||
Number of shares purchased, price per share | $ / shares | $ 2.70 | ||||||||||||
Stock purchase agreement, additional shares indisposable period | 12 months | ||||||||||||
Stock purchase agreement, additional shares, favorable voting period | 12 months | ||||||||||||
Shares sold at the market, value | $ | $ 30,000,000 | ||||||||||||
Percentage of common stock outstanding shares | 8.50% | ||||||||||||
Maximum percentage of voting stock allowed to acquire | 15.00% | ||||||||||||
Stock Purchase Agreement [Member] | Gilead Sciences Incorporation [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold at the market, shares | 11,110,000 | ||||||||||||
Number of shares purchased, price per share | $ / shares | $ 2.70 | ||||||||||||
Stock purchase agreement, additional shares indisposable period | 12 months | ||||||||||||
Stock purchase agreement, additional shares, favorable voting period | 12 months | ||||||||||||
Shares sold at the market, value | $ | $ 30,000,000 | ||||||||||||
Percentage of common stock outstanding shares | 8.50% | ||||||||||||
Maximum percentage of voting stock allowed to acquire | 15.00% | ||||||||||||
Stock Purchase Agreement [Member] | Incyte Corporation [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold at the market, shares | 10,000,000 | ||||||||||||
Number of shares purchased, price per share | $ / shares | $ 6 | ||||||||||||
Percentage of shares owned | 18.10% | ||||||||||||
Stock purchase agreement, additional shares indisposable period | 12 months | ||||||||||||
Stock purchase agreement, additional shares, favorable voting period | 18 months | ||||||||||||
Stock purchase agreement, description | The parties also revised the existing standstill provision to permit Incyte’s acquisition of the Additional Shares, but Incyte was precluded from acquiring any additional shares of our voting stock until December 31, 2019. | ||||||||||||
Technology Transfer and License Agreement [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares issued | 373,351 | ||||||||||||
Common stock, value | $ | $ 1,500,000 | ||||||||||||
Sales Agreement [Member] | At-The-Market Offerings [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 15,000,000 | ||||||||||||
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold at the market, shares | 0 | ||||||||||||
At Market Issuance Sales Agreement [Member] | Maximum [Member] | B. Riley FBR, Inc. [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Common shares available for sale through sales agent | 20,000,000 | ||||||||||||
Common stock, additional shares reserved for sale | 30,000,000 | ||||||||||||
Registered direct offering [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares sold in registered direct offering, shares | 3,333,000 | ||||||||||||
Warrants issued | 1,000,000 | ||||||||||||
Net proceeds from issuance of common stock | $ | $ 9,500,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 0.3 | ||||||||||||
Class of Warrant or Right, Exercisable Term | 6 months | ||||||||||||
Class of Warrant or Right, Term | 5 years | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 3.75 | ||||||||||||
Series A convertible preferred stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred Stock, Redemption Price Per Share | $ / shares | $ 94.86 | ||||||||||||
Preferred Stock, Redemption Amount | $ | $ 31,600,000 | ||||||||||||
Preferred Stock, Liquidation Preference Per Share | $ / shares | $ 1,000 | ||||||||||||
Series A-1 convertible preferred stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred Stock, Amount of Preferred Dividends in Arrears | $ | $ 1,400,000 | $ 1,200,000 | |||||||||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears | $ / shares | $ 44.92 | $ 38.33 |
Series C-1 Preferred Stock (Nar
Series C-1 Preferred Stock (Narrative) (Details) - USD ($) | Dec. 20, 2018 | Jan. 09, 2015 | Oct. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class Of Stock [Line Items] | |||||
Contingent liability | |||||
Series C-1 Convertible Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Common stock issued upon conversion of each convertible preferred stock | 6,000,000 | ||||
Aggregate proceeds from issuance of convertible prederred stock | $ 39,879,000 | ||||
Series C-1 Convertible Preferred Stock remained outstanding | 12,459 | 18,459 | |||
Stock Purchase Agreement [Member] | |||||
Class Of Stock [Line Items] | |||||
Shares sold at the market, shares | 11,111,111 | 7,760,000 | |||
Number of shares purchased, price per share | $ 2.70 | ||||
Stock Purchase Agreement [Member] | Certain Institutional Investors [Member] | Series C-1 Convertible Preferred Stock [Member] | |||||
Class Of Stock [Line Items] | |||||
Shares sold at the market, shares | 18,459 | ||||
Number of shares purchased, price per share | $ 2,167 | ||||
Common stock issued upon conversion of each convertible preferred stock | 1,000 | ||||
Preferred Stock, Redemption Price Per Share | $ 2.167 | ||||
Price per share premium to closing price percentage | 10.00% | ||||
Aggregate proceeds from issuance of convertible prederred stock | $ 40,000,000 | ||||
Net proceeds from issuance of convertible preferred stock | $ 39,900,000 | ||||
Percentage of beneficial ownership limitation of common stock outstanding | 9.99% | ||||
Notice period of increase beneficial ownership limitation | 61 days | ||||
Convertible peferred stock, redemption description | If at any time while the C-1 Preferred Shares are outstanding, a) the Company effects any merger, consolidation, stock sale or other business combination (other than such a transaction in which the Company is the surviving or continuing entity and its common stock is not exchanged for or converted into other securities, cash or property), b) the Company effects any sale of all or substantially all of its assets in one transaction or a series of related transactions, c) any tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which more than 50% of the common stock not held by the Company or is exchanged for or converted into other securities, cash or property, or d) the Company effects any reclassification of the common stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision or combination covered above) to which the common stock is effectively converted into or exchanged for other securities, cash or property, (in any such case, a “Fundamental Transaction”) then, upon any subsequent conversion of the C-1 Preferred Shares, the holder shall have the right to receive, in lieu of the right to receive shares of common stock, for each share of common stock that would have been issued upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of the equivalent amount of common stock. | ||||
Stock Purchase Agreement [Member] | Certain Institutional Investors [Member] | Series C-1 Convertible Preferred Stock [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Percentage of beneficial ownership limitation of common stock outstanding | 19.99% | ||||
Percentage of redemption of common stock included in tender offer | 50.00% | ||||
Registration Payment Arrangement [Member] | |||||
Class Of Stock [Line Items] | |||||
Period to file registration statement, declared effective on SEC review | 120 days | ||||
Penalty percentage for not meeting the registration agreement | 1.00% | ||||
Penalty period | 6 months | ||||
Contingent liability | $ 0 | ||||
Registration payment arrangement, term | We were required to file a registration statement covering the resale of the full number of shares no later than 30 days after the closing of the agreement and must use commercially reasonable efforts to cause the registration statement to be declared effective no later than 90 days after the closing date (no review by the SEC) or in the event of a review by the SEC, 120 days after the closing date. We filed, and the SEC declared effective this registration statement during 2018. | ||||
Registration Payment Arrangement [Member] | Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Period to file registration statement | 30 days | ||||
Period to file registration statement, declared effective | 90 days | ||||
Penalty percentage for not meeting the registration agreement | 6.00% |
Share-Based Compensation Plan_2
Share-Based Compensation Plans (Narrative) (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2019 | Jun. 19, 2019 | Jun. 10, 2009 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Weighted average grant-date fair value of options granted | $ 1.77 | $ 1.23 | $ 1.97 | |||
Total intrinsic value of options exercised | $ 385,000 | $ 399,000 | $ 132,000 | |||
Intrinsic value of shares vested | $ 357,000 | $ 242,000 | $ 3,800,000 | |||
Vesting of nonvested shares, shares | 129,675 | 53,050 | 1,100,000 | |||
Stock Options [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Unrecognized share-based compensation expense, weighted average period | 2 years 3 months 18 days | |||||
Restricted Stock [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Unrecognized compensation cost | $ 3,900,000 | |||||
Performance Based Award [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Unrecognized share-based compensation expense, weighted average period | 1 year 8 months 12 days | |||||
Employees and directors [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Unrecognized share-based compensation expense, options | $ 20,300,000 | |||||
1999 EIP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 | |||||
2009 EIP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 0 | 29,200,000 | ||||
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 | |||||
2019 EIP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,200,000 | |||||
2009 ESPP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 166,666 | |||||
Share-Based compensation award by Share-based payment award, purchase price as percent of fair value | 85.00% | |||||
Employee stock purchase threshold as a percentage of the total combined voting power of the Company | 5.00% | |||||
Share-based compensation awards expiration date | Jun. 10, 2019 | |||||
Proceeds from Stock Plans | $ 1,600,000 | $ 1,200,000 | $ 1,000,000 | |||
Shares issued under ESPP | 84,703 | 140,313 | 121,183 | |||
2009 ESPP [Member] | Employees and directors [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Maximum number of shares allowed to be purchased by employees | 3,333 | |||||
2019 ESPP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 425,000 | 500,000 | ||||
Shares issued under Director Deferred Compensation Plan | 72,081 | |||||
Shares credited under Director Deferred Compensation Plan | 412,435 | |||||
Weighted average stock price of shares credited under Director Deferred Compensation Plan | $ 4.52 | |||||
2015 IEP [Member] | ||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,500,000 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans (Schedule of Fair Value of Option Granted Estimated on Date of Grant Using Weighted Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation [Abstract] | |||
Expected volatility | 64.00% | 64.00% | 65.00% |
Expected term in years | 5 years | 6 years | 4 years |
Risk-free interest rate | 1.80% | 2.80% | 1.70% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share-Based Compensation Plan_4
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share Based Compensation [Abstract] | |
Options Outstanding, Beginning Balance | shares | 18,613,822 |
Options Granted | shares | 11,579,119 |
Options Exercised | shares | (466,940) |
Options Forfeited | shares | (1,186,465) |
Options Expired | shares | (1,375,389) |
Options Outstanding, Ending Balance | shares | 27,164,147 |
Options Vested or expected to vest | shares | 27,164,147 |
Options Exercisable | shares | 11,785,971 |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 4.15 |
Options Granted, Weighted Average Exercise Price | $ / shares | 3 |
Options Exercised, Weighted Average Exercise Price | $ / shares | 3.15 |
Options Forfeited, Weighted Average Exercise Price | $ / shares | 3.20 |
Options Expired, Weighted Average Exercise Price | $ / shares | 5.08 |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 3.67 |
Options Vested or expected to vest, Weighted Average Exercise Price | $ / shares | 3.67 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 4.33 |
Options Outstanding, Weighted Average Remaining Contractual Term | 7 years 7 months 24 days |
Options Vested or expected to vest, Weighted Average Remaining Contractual Term | 7 years 7 months 24 days |
Options Exercisable, Weighted Average Remaining Contractual Term | 5 years 9 months 29 days |
Options Outstanding, Aggregate Intrinsic Value | $ | $ 19,782,605 |
Options Vested or expected to vest, Aggregate Intrinsic Value | $ | 19,782,605 |
Options Exercisable, Aggregate Intrinsic Value | $ | $ 3,677,098 |
Share-Based Compensation Plan_5
Share-Based Compensation Plans (Summary Of Non-vested Stock Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation [Abstract] | |||
Nonvested Shares Outstanding, Beginning Balance | 2,213,967 | ||
Nonvested Shares Granted | 737,682 | ||
Nonvested Shares Vested | (129,675) | (53,050) | (1,100,000) |
Nonvested Shares Forfeited | (702,163) | ||
Nonvested Shares Outstanding, Ending Balance | 2,119,811 | 2,213,967 | |
Nonvested Shares Outstanding, Weighted Average Grant Date Fair Value, Beginning Balance | $ 3.20 | ||
Nonvested Shares Granted, Weighted Average Grant Date Fair Value | 2.98 | ||
Nonvested Shares Vested, Weighted Average Grant Date Fair Value | 2.76 | ||
Nonvested Shares Forfeited in Period, Weighted Average Grant Date Fair Value | 4.14 | ||
Nonvested Shares Outstanding, Weighted Average Grant Date Fair Value, Ending Balance | $ 2.84 | $ 3.20 |
Share-Based Compensation Plan_6
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 9,892 | $ 7,625 | $ 12,429 |
Research and Development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 3,873 | 3,498 | 6,159 |
General and Administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 6,019 | $ 4,127 | $ 6,270 |
License, Research and Other A_2
License, Research and Other Agreements (Narrative) (Details) - USD ($) | Jan. 25, 2016 | Dec. 05, 2014 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Revenue Arrangement [Line Items] | |||||
Estimate of total payments for clinical trials | $ 319,800,000 | ||||
Clinical trials expense | 87,700,000 | $ 41,500,000 | $ 35,800,000 | ||
Cumulative payments for clinical trials | 239,600,000 | ||||
Research and Development Expense [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Clinical trials expense | 254,000,000 | ||||
UVA license agreement [Member] | Maximum [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Milestone payments for license costs | 2,700,000 | ||||
UVA license agreement [Member] | Minimum [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
Penalties for Milestone Payment | 150,000 | ||||
LICR [Member] | |||||
Deferred Revenue Arrangement [Line Items] | |||||
License costs | $ 1,000,000 | $ 0 | $ 0 | $ 2,000,000 | |
Type of Cost, Good or Service [Extensible List] | us-gaap:LicenseMember | us-gaap:LicenseMember | |||
Milestone payments for license costs pre-regulatory approval | $ 12,000,000 | $ 20,000,000 | |||
Milestone payments for license costs post-regulatory approval | $ 32,000,000 | $ 80,000,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers (Narrative) (Details) | Jan. 23, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 20, 2018USD ($)AgreementProgramOption$ / sharesshares | Sep. 20, 2018 | Jan. 02, 2018USD ($) | Feb. 14, 2017USD ($) | Feb. 14, 2017 | Nov. 30, 2015Program | Feb. 19, 2015USD ($)Program | Jan. 09, 2015USD ($)Programshares | Nov. 30, 2019USD ($) | Feb. 28, 2017$ / sharesshares | Mar. 31, 2012USD ($) | Jul. 31, 2007USD ($) | Jul. 31, 2006USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Shares sold at the market, value | $ 44,919,000 | $ 5,560,000 | ||||||||||||||||||||||||
Revenue recognized | $ 34,502,000 | $ 19,940,000 | $ 15,715,000 | $ 79,891,000 | $ 6,451,000 | $ 12,802,000 | $ 15,895,000 | $ 1,636,000 | $ 150,048,000 | 36,784,000 | 42,877,000 | |||||||||||||||
Non-cash royalty revenue recognized | 30,424,000 | |||||||||||||||||||||||||
Decrease in deferred revenue | 53,900,000 | (397,000) | (2,722,000) | |||||||||||||||||||||||
Contract with customer, liability, revenue recognized | 22,638,000 | |||||||||||||||||||||||||
Asset impairment charges | 0 | |||||||||||||||||||||||||
Deferred revenue, Additions | 77,000,000 | |||||||||||||||||||||||||
Capitalized contract , cost | 0 | 0 | ||||||||||||||||||||||||
GSK Supply Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Milestone payments for license costs | $ 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Additional fixed fee for license costs | $ 7,300,000 | |||||||||||||||||||||||||
Negotiation right expiry date | 2017-03 | |||||||||||||||||||||||||
Proceeds from negotiation right | $ 9,000,000 | |||||||||||||||||||||||||
Proceeds from negotiation right creditable against future royalty payments | $ 2,500,000 | |||||||||||||||||||||||||
Revenue fixed payments | 19,300,000 | |||||||||||||||||||||||||
UroGen License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Proceeds from collaborators | $ 10,000,000 | |||||||||||||||||||||||||
Revenue recognized | 10,000,000 | |||||||||||||||||||||||||
Transaction price recognized | 10,000,000 | |||||||||||||||||||||||||
GSK Agreements [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Royalty payments on net sales (as a percent) | 2.00% | |||||||||||||||||||||||||
Total potential proceeds from license | 24,300,000 | |||||||||||||||||||||||||
Period to receive license fees | 10 years | |||||||||||||||||||||||||
Milestone method revenue recognized | 15,100,000 | |||||||||||||||||||||||||
Non-cash royalty revenue recognized | 30,400,000 | 17,300,000 | ||||||||||||||||||||||||
Decrease to stockholders' deficit | 2,500,000 | |||||||||||||||||||||||||
Decrease in deferred revenue | 2,500,000 | |||||||||||||||||||||||||
Merck Collaboration and License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Potential Payments | 85,500,000 | |||||||||||||||||||||||||
Percentage of future royalties on worldwide product sales | 67.00% | |||||||||||||||||||||||||
License and Collaboration Revenue [Member] | Merck Collaboration and License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 0 | |||||||||||||||||||||||||
Upfront License Fee [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 75,500,000 | |||||||||||||||||||||||||
Upfront License Fee [Member] | GSK Supply Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Proceeds from collaborators | $ 3,000,000 | |||||||||||||||||||||||||
Upfront License Fee [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Upfront cash payment | $ 10,000,000 | |||||||||||||||||||||||||
Research and Development Revenue [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 99,845,000 | 19,475,000 | 42,709,000 | |||||||||||||||||||||||
Research and Development Revenue [Member] | GSK Agreements [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 1,000,000 | |||||||||||||||||||||||||
Research and Development Revenue [Member] | Merck Collaboration and License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||
Profit-share Products [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Milestone payments for license costs | $ 20,000,000 | |||||||||||||||||||||||||
Number of collaboration agreement programs | Program | 2 | |||||||||||||||||||||||||
Royalty-bearing Products [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Milestone payments for license costs | $ 155,000,000 | |||||||||||||||||||||||||
Number of collaboration agreement programs | Program | 1 | |||||||||||||||||||||||||
Research and development services [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 1,707,000 | 4,150,000 | 14,615,000 | |||||||||||||||||||||||
Collaborative Arrangement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Percentage of profit and costs sharing ratio | 50.00% | |||||||||||||||||||||||||
License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Number of license agreement | Agreement | 1 | |||||||||||||||||||||||||
Number of license agreement programs | Program | 2 | |||||||||||||||||||||||||
License agreement termination notice period | 90 days | |||||||||||||||||||||||||
Option And License Agreements [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Number of separate option and license agreements | Option | 2 | |||||||||||||||||||||||||
Upfront license exercise fee | $ 50,000,000 | |||||||||||||||||||||||||
Number of option and license agreement | Option | 1 | |||||||||||||||||||||||||
Collaboration Agreement Termination Notice Period | 90 days | |||||||||||||||||||||||||
Option And License Agreements [Member] | Development Regulatory and Commercialization Milestones [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Milestone payments receivable | $ 520,000,000 | |||||||||||||||||||||||||
Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Shares sold at the market, value | $ 30,000,000 | |||||||||||||||||||||||||
Shares sold at the market, shares | shares | 11,111,111 | 7,760,000 | ||||||||||||||||||||||||
Number of shares purchased, price per share | $ / shares | $ 2.70 | |||||||||||||||||||||||||
Percentage of common stock outstanding shares | 8.50% | |||||||||||||||||||||||||
Stock purchase agreement, additional shares indisposable period | 12 months | |||||||||||||||||||||||||
Maximum percentage of voting stock allowed to acquire | 15.00% | |||||||||||||||||||||||||
Stock purchase agreement, additional shares, favorable voting period | 12 months | |||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 35,000,000 | |||||||||||||||||||||||||
Shares sold at the market, shares | shares | 11,111,111 | 7,760,000 | ||||||||||||||||||||||||
Royalty Purchase Agreement [Member] | Merck Collaboration and License Agreement [Member] | XOMA [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Percentage of sold future royalties right to receive | 33.00% | |||||||||||||||||||||||||
Percentage of sold future milestones right to receive | 10.00% | |||||||||||||||||||||||||
Development Regulatory and Commercialization Milestones [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Reserved right to elect to co-fund of development costs (as a percent) | 30.00% | |||||||||||||||||||||||||
Gilead Collaboration Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Project access fee | 142,500,000 | |||||||||||||||||||||||||
Contract with customer, liability, revenue recognized | 20,600,000 | |||||||||||||||||||||||||
Deferred revenue, Additions | 77,000,000 | |||||||||||||||||||||||||
Contract with customer, net asset liability | 56,400,000 | 56,400,000 | ||||||||||||||||||||||||
Incyte Collaboration Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Contract with customer, liability, revenue recognized | 2,000,000 | |||||||||||||||||||||||||
Incyte Collaboration Agreement [Member] | License and Collaboration Revenue [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 86,100,000 | |||||||||||||||||||||||||
Maximum [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Royalty payments on net sales (as a percent) | 20.00% | |||||||||||||||||||||||||
Maximum [Member] | Development Regulatory and Commercialization Milestones [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Potential milestone payments receivable | $ 200,000,000 | |||||||||||||||||||||||||
Maximum [Member] | License Agreement [Member] | Development Regulatory and Commercialization Milestones [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Potential milestone payments receivable | $ 552,500,000 | |||||||||||||||||||||||||
Maximum [Member] | Option And License Agreements [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Milestone payments receivable | 30,000,000 | |||||||||||||||||||||||||
Maximum [Member] | Development Regulatory and Commercialization Milestones [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Royalty payments on net sales (as a percent) | 12.00% | |||||||||||||||||||||||||
Minimum [Member] | UroGen License Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Royalty payments on net sales (as a percent) | 14.00% | |||||||||||||||||||||||||
Minimum [Member] | Development Regulatory and Commercialization Milestones [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Royalty payments on net sales (as a percent) | 6.00% | |||||||||||||||||||||||||
Gilead Sciences Incorporation [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Milestones stated value | 22,500,000 | |||||||||||||||||||||||||
Gilead Sciences Incorporation [Member] | License and Research and Development Fees [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Proceeds from collaborators | 120,000,000 | |||||||||||||||||||||||||
Gilead Sciences Incorporation [Member] | Collaborative Arrangement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Upfront cash payment | $ 120,000,000 | |||||||||||||||||||||||||
Shares sold at the market, value | $ 30,000,000 | |||||||||||||||||||||||||
Transaction price recognized | 20,600,000 | |||||||||||||||||||||||||
Gilead Sciences Incorporation [Member] | Collaborative Arrangement [Member] | License and Collaboration Revenue [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | $ 86,100,000 | |||||||||||||||||||||||||
Gilead Sciences Incorporation [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Shares sold at the market, value | $ 30,000,000 | |||||||||||||||||||||||||
Shares sold at the market, shares | shares | 11,110,000 | |||||||||||||||||||||||||
Number of shares purchased, price per share | $ / shares | $ 2.70 | |||||||||||||||||||||||||
Percentage of common stock outstanding shares | 8.50% | |||||||||||||||||||||||||
Stock purchase agreement, additional shares indisposable period | 12 months | |||||||||||||||||||||||||
Maximum percentage of voting stock allowed to acquire | 15.00% | |||||||||||||||||||||||||
Stock purchase agreement, additional shares, favorable voting period | 12 months | |||||||||||||||||||||||||
Shares sold at the market, shares | shares | 11,110,000 | |||||||||||||||||||||||||
Gilead Sciences Incorporation [Member] | Maximum [Member] | Collaborative Arrangement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Aggregate potential milestones receivable | $ 1,700,000,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Collaboration Agreement Termination Notice Period | 12 months | |||||||||||||||||||||||||
Transaction price recognized | $ 2,000,000 | |||||||||||||||||||||||||
Percentage of future royalties on worldwide product sales | 67.00% | |||||||||||||||||||||||||
Number of collaboration agreement programs | Program | 4 | |||||||||||||||||||||||||
Discovery period of antibodies development and commercialization period | 5 years | |||||||||||||||||||||||||
Extended discovery period of antibodies development and commercialization period | 3 years | |||||||||||||||||||||||||
Receivables for R & D services | $ 1,200,000 | 1,200,000 | ||||||||||||||||||||||||
Incyte Corporation [Member] | Adjusted Balance Under ASC 605 [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Transaction price recognized | 1,300,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Agenus Inc [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Number of collaboration agreement programs | Program | 3 | |||||||||||||||||||||||||
Incyte Corporation [Member] | License and Collaboration Revenue [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 3,700,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | License and Collaboration Revenue [Member] | Adjusted Balance Under ASC 605 [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 15,500,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Research and Development Revenue [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | $ 37,300,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Research and development services [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 1,700,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Research and development services [Member] | Adjusted Balance Under ASC 605 [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Revenue recognized | 4,200,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Proceeds from collaborators | $ 25,000,000 | |||||||||||||||||||||||||
Royalty payments on net sales (as a percent) | 15.00% | |||||||||||||||||||||||||
Proceeds from milestones recognized | 5,000,000 | |||||||||||||||||||||||||
Upfront payment received related to clinical development | $ 20,000,000 | |||||||||||||||||||||||||
Additional license fees | $ 0 | |||||||||||||||||||||||||
Project access fee | $ 15,000,000 | 25,000,000 | 75,200,000 | 78,600,000 | ||||||||||||||||||||||
Project access fee received | 15,000,000 | |||||||||||||||||||||||||
Increase in transaction price | 3,400,000 | |||||||||||||||||||||||||
Actual and estimated variable consideration for development costs | 50,200,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | ASC 606 [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Decrease to stockholders' deficit | $ 6,400,000 | |||||||||||||||||||||||||
Decrease in deferred revenue | $ 6,400,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | Adjusted Balance Under ASC 605 [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Contract with customer, liability, revenue recognized | 10,000,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | Joint Steering Committee [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Percentage of expected revenue | 50.00% | |||||||||||||||||||||||||
Total development cost | $ 43,400,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Collaborative Arrangement [Member] | Upfront License Fee [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Proceeds from collaborators | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||||
Incyte Corporation [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Shares sold at the market, shares | shares | 10,000,000 | |||||||||||||||||||||||||
Number of shares purchased, price per share | $ / shares | $ 6 | |||||||||||||||||||||||||
Shares sold at the market, shares | shares | 10,000,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Royalty Purchase Agreement [Member] | XOMA [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Percentage of sold future royalties right to receive | 33.00% | |||||||||||||||||||||||||
Percentage of sold future milestones right to receive | 10.00% | |||||||||||||||||||||||||
Proceeds from milestones recognized | $ 5,000,000 | |||||||||||||||||||||||||
Incyte Corporation [Member] | Maximum [Member] | Collaborative Arrangement [Member] | ||||||||||||||||||||||||||
Revenue From Contract With Customer [Line Items] | ||||||||||||||||||||||||||
Potential milestone payments receivable | $ 450,000,000 | $ 450,000,000 | $ 450,000,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers (Narrative) (Details 1) - Gilead Sciences Incorporation [Member] $ in Millions | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 28.7 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Expect to recognize deferred research and development revenue | $ 27.7 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue from Contracts with C_5
Revenue from Contracts with Customers (Summary of Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 34,502 | $ 19,940 | $ 15,715 | $ 79,891 | $ 6,451 | $ 12,802 | $ 15,895 | $ 1,636 | $ 150,048 | $ 36,784 | $ 42,877 |
Research and development services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 1,707 | 4,150 | 14,615 | ||||||||
License Fees [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 75,500 | ||||||||||
Royalty sales milestone [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 15,100 | ||||||||||
Manufacturing services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 3,337 | ||||||||||
Non-cash royalty revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 30,424 | 17,309 | |||||||||
Recognition of Deferred Research and Development Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 22,638 | 1,325 | 3,100 | ||||||||
Non-cash royalties and milestones [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 30,424 | ||||||||||
License and collaboration milestones [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 14,000 | 24,994 | |||||||||
Grant Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 1,342 | 168 | |||||||||
United States [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 149,358 | 32,784 | 38,883 | ||||||||
United States [Member] | Research and development services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 1,707 | 4,150 | 14,615 | ||||||||
United States [Member] | License Fees [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 75,500 | ||||||||||
United States [Member] | Royalty sales milestone [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 15,100 | ||||||||||
United States [Member] | Manufacturing services [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 3,337 | ||||||||||
United States [Member] | Non-cash royalty revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 17,309 | ||||||||||
United States [Member] | Recognition of Deferred Research and Development Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 22,638 | 1,325 | 3,100 | ||||||||
United States [Member] | Non-cash royalties and milestones [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 30,424 | ||||||||||
United States [Member] | License and collaboration milestones [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 10,000 | 21,000 | |||||||||
United States [Member] | Grant Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 652 | 168 | |||||||||
Europe [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | 690 | 4,000 | 3,994 | ||||||||
Europe [Member] | License and collaboration milestones [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 4,000 | $ 3,994 | |||||||||
Europe [Member] | Grant Revenue [Member] | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Revenue | $ 690 |
Revenue from Contracts with C_6
Revenue from Contracts with Customers (Schedule of Information about Contract Assets and Contract Liabilities from Contracts with Customers) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Contract With Customer Asset And Liability [Abstract] | |
Deferred revenue, Beginning Balance | $ 2,052 |
Deferred revenue, Additions | 77,000 |
Deferred revenue, Deductions | (22,638) |
Deferred revenue, Ending Balance | $ 56,414 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - Children of Armenia Fund ("COAF") [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |
Cash charitable contribution | $ 43,000 |
Cash installments payment | Quarterly |
Non-cash charitable contribution | $ 50,000 |
Maximum [Member] | |
Related Party Transaction [Line Items] | |
Charitable contribution | $ 125,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |
Finance lease, expiration period | 2020 |
Cash payments for operating lease liabilities | $ 1.4 |
Operating lease, lease not yet commenced, future minimum lease payments | $ 14.9 |
Operating lease, lease not yet commenced, description | These leases commenced in January 2020 with a term of 10 years. |
Operating lease, lease not yet commenced, term of contract | 10 years |
Minimum [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease, expiration period | 2020 |
Maximum [Member] | |
Lessee Lease Description [Line Items] | |
Operating lease, expiration period | 2030 |
Leases (Schedule of Components
Leases (Schedule of Components of Lease Cost Recorded in Condensed Consolidated Statement of Operations) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 2,551 |
Finance lease cost | 221 |
Variable lease cost | 1,414 |
Sublease income | (561) |
Net lease cost | $ 3,625 |
Leases (Schedule of Supplementa
Leases (Schedule of Supplemental Balance Sheet Information Related to Lease) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lessee Lease Description [Line Items] | |
Total operating lease right-of-use assets | $ 7,364 |
Current portion, operating lease liabilities | 1,347 |
Operating lease liabilities, net of current portion | 8,020 |
Total operating lease liabilities | 9,367 |
Property, plant and equipment, net | 796 |
Other current liabilities | 148 |
Total finance lease liabilities | 148 |
Property, plant and equipment, net [Member] | |
Lessee Lease Description [Line Items] | |
Property, plant and equipment, net | $ 796 |
Leases (Schedule of Maturities
Leases (Schedule of Maturities of Operating Lease Liabilities in Accordance With ASC 842) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, 2020 | $ 2,788 |
Operating Leases, 2021 | 2,566 |
Operating Leases, 2022 | 2,614 |
Operating Leases, 2023 | 2,162 |
Operating Leases, 2024 | 1,207 |
Operating Leases, Thereafter | 4,384 |
Operating Leases, Total | 15,721 |
Operating Leases, Less imputed interest | (6,354) |
Operating Leases, Present value of lease liabilities | 9,367 |
Finance leases, 2020 | 159 |
Finance leases, Total | 159 |
Finance leases, Less imputed interest | (11) |
Finance leases, Present value of lease liabilities | 148 |
Expected sublease receipts, 2020 | (578) |
Expected sublease receipts, Total | (578) |
Net future lease commitments, 2020 | 2,369 |
Net future lease commitments, 2021 | 2,566 |
Net future lease commitments, 2022 | 2,614 |
Net future lease commitments, 2023 | 2,162 |
Net future lease commitments, 2024 | 1,207 |
Net future lease commitments, Thereafter | 4,384 |
Net future lease commitments, Total | $ 15,302 |
Leases (Schedule of Weighted-Av
Leases (Schedule of Weighted-Average Remaining Lease Terms and Discount Rates Related to Operating Leases) (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term (in years) | 6 years 2 months 12 days |
Weighted average discount rate | 16.60% |
Debt - Schedule of Debt Obligat
Debt - Schedule of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt instrument, Long-term Portion | ||
Principal, Balance Total | $ 14,146 | $ 14,146 |
Unamortized Debt Discount Total | (120) | (788) |
Balance, Long-Term Debt Total | 14,026 | 13,358 |
2015 Subordinated Notes [Member] | ||
Debt instrument, Long-term Portion | ||
Principal Balance, Long-term Portion | 13,500 | 14,000 |
Unamortized Debt Discount, Long-term Portion | (120) | (788) |
Balance, Long-term Portion | 13,380 | 13,212 |
Debentures [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 146 | 146 |
Balance, Short-term Portion | 146 | $ 146 |
2015 Subordinated Notes [Member] | ||
Debt instrument, Current Portion | ||
Principal Balance, Short-term Portion | 500 | |
Balance, Short-term Portion | $ 500 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) | Feb. 18, 2020 | Feb. 17, 2020 | Feb. 28, 2017 | Jan. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 20, 2015 |
Debt Instrument [Line Items] | |||||||||
Remaining debt payment | $ 161,847,000 | ||||||||
Debt discount | $ 120,000 | 788,000 | |||||||
Loss on extinguishment of debt | 10,767,000 | ||||||||
Long-term Debt, Gross | $ 14,146,000 | 14,146,000 | |||||||
Antigenics LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument redemption price percentage | 17.50% | ||||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 675,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.48 | ||||||||
Notes 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | $ 700,000 | ||||||||
Debt discount amortization period | 3 years | ||||||||
2013 Warrants [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.41 | $ 5.10 | |||||||
Warrant expiration date | Apr. 15, 2017 | Apr. 15, 2019 | |||||||
2013 Warrants [Member] | Common Stock [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 500,000 | 1,400,000 | |||||||
2013 Warrants [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Warrants issued | 1,400,000 | ||||||||
Limited Recourse Notes [Member] | Oberland Capital SA Zermatt LLC [Member] | Antigenics LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument accrued interest rate percentage | 13.50% | ||||||||
Debt instrument period for computation of interest rate | 360 days | ||||||||
Aquila Debentures [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, interest rate, stated percentage | 7.00% | ||||||||
Long-term Debt, Gross | $ 146,000 | ||||||||
Senior Subordinated Notes [Member] | Notes 2013 Exchanged To Notes 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 5,000,000 | ||||||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 9,000,000 | ||||||||
Debt instrument, interest rate, stated percentage | 8.00% | ||||||||
Debt instrument, debt default provisions face amount | $ 13,500,000 | ||||||||
Debt instrument, maturity date | Feb. 20, 2018 | Feb. 20, 2020 | Feb. 20, 2020 | ||||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, debt default provisions face amount | $ 13,500,000 | ||||||||
Remaining debt payment | $ 500,000 | ||||||||
Debt instrument, maturity date | Feb. 20, 2023 | Feb. 20, 2020 | |||||||
Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Noncash interest expenses | $ 0 | $ 849,000 | $ 17,400,000 | ||||||
Note Purchase Agreement [Member] | Oberland Capital SA Zermatt LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining debt payment | $ 161,900,000 | ||||||||
Loss on extinguishment of debt | $ 10,800,000 |
Liability Related to the Sale_3
Liability Related to the Sale of Future Royalties and Milestones (Schedule of Liability Account) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Liability related to sale of future royalties and milestones - beginning balance | $ 210,795 |
Non-cash royalty revenue | (30,424) |
Non-cash interest expense recognized | 41,474 |
Liability related to sale of future royalties and milestones - ending balance | 221,845 |
Less: unamortized transaction costs | (476) |
Liability related to sale of future royalties and milestones, net | 221,369 |
Period from Inception [Member] | |
Proceeds from sale of future royalties and milestones | 205,000 |
Non-cash royalty revenue | (47,733) |
Non-cash interest expense recognized | 64,578 |
Liability related to sale of future royalties and milestones - ending balance | 221,845 |
Less: unamortized transaction costs | (476) |
Liability related to sale of future royalties and milestones, net | $ 221,369 |
Liability Related to the Sale_4
Liability Related to the Sale of Future Royalties and Milestones (Narrative) (Details) - USD ($) | Sep. 20, 2018 | Jan. 19, 2018 | Jan. 06, 2018 | Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Non-cash royalty revenue recognized | $ 30,424,000 | ||||||
Non-cash interest expense | 41,474,000 | ||||||
Incyte Corporation and Merck Sharpe & Dohme [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Percentage of future milestones retained | 90.00% | ||||||
Percentage of future royalties retained | 67.00% | ||||||
GSK Agreements [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Non-cash royalty revenue recognized | 30,400,000 | $ 17,300,000 | |||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Percentage of purchase of worldwide rights to receive royalties | 100.00% | ||||||
Gross proceeds received for royalty rights | $ 190,000,000 | ||||||
Reimbursed HCR for transaction costs | 100,000 | ||||||
Transaction costs incurred | 500,000 | ||||||
Non-cash royalty revenue recognized | 30,400,000 | 17,300,000 | |||||
Non-cash interest expense | 41,500,000 | $ 23,100,000 | |||||
Effective annual interest rate | 23.30% | ||||||
Prospective effective annual interest rate | 21.60% | ||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Maximum [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Potential milestone payments receivable | 40,400,000 | 15,100,000 | |||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Prior to 2024 [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Potential milestone payments receivable | 15,100,000 | 15,100,000 | |||||
Sales milestones target | $ 2,000,000,000 | $ 2,000,000,000 | |||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | Prior to 2026 [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Potential milestone payments receivable | $ 25,300,000 | ||||||
Sales milestones target | 2,750,000,000 | ||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | 2021 [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Payables upon not achieving sales milestones | 25,900,000 | ||||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | 2019 [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Sales milestones target | 1,000,000,000 | $ 1,600,000,000 | |||||
HCR [Member] | GSK Agreements [Member] | Royalty Purchase Agreement [Member] | 2020 [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Sales milestones target | $ 1,750,000,000 | ||||||
XOMA [Member] | Royalty Purchase Agreement [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Proceeds from royalties and milestones payment | $ 15,000,000 | ||||||
Liability related to sale of future royalties and milestones | $ 15,000,000 | ||||||
XOMA [Member] | Royalty Purchase Agreement [Member] | Incyte Corporation and Merck Sharpe & Dohme [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Percentage of sold future royalties right to receive | 33.00% | ||||||
Percentage of sold future milestones right to receive | 10.00% | ||||||
XOMA [Member] | Royalty Purchase Agreement [Member] | Incyte Corporation [Member] | |||||||
Liability Related To Sale Of Future Royalties And Milestones [Line Items] | |||||||
Percentage of sold future royalties right to receive | 33.00% | ||||||
Percentage of sold future milestones right to receive | 10.00% | ||||||
Proceeds from milestones recognized | $ 5,000,000 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | $ 8,843,000 | $ 3,038,000 |
Fair value of transfers into or out of Levels 1 and 2 | 0 | |
Long-term Debt, Gross | 14,146,000 | 14,146,000 |
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 | 14,200,000 | $ 14,200,000 |
4-antibody acquisition [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | 6,700,000 | |
PhosImmune Inc. [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent purchase price consideration | $ 2,100,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price consideration, Fair Value Disclosure | $ 8,843 | $ 3,038 |
Total | 8,843 | 3,038 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price consideration, 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] | ||
Contingent purchase price consideration, Fair Value Disclosure | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Contingent purchase price consideration, Fair Value Disclosure | 8,843 | 3,038 |
Total | $ 8,843 | $ 3,038 |
Fair Value Measurements (Sche_2
Fair Value Measurements (Schedule of Liabilities Measured at Fair Value Using Significant Unobservable Inputs) (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 3,038 |
Balance, end of period | 8,843 |
Contingent purchase price [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Change in fair value of consideration during the period | $ 5,805 |
Benefit Plans (Narrative) (Deta
Benefit Plans (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 922,000 | $ 617,000 | $ 487,000 |
Expensed plan contributions | $ 922,000 | $ 617,000 | $ 487,000 |
Geographical Information (Detai
Geographical Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Revenue | $ 34,502 | $ 19,940 | $ 15,715 | $ 79,891 | $ 6,451 | $ 12,802 | $ 15,895 | $ 1,636 | $ 150,048 | $ 36,784 | $ 42,877 |
Long-Lived Assets | 27,743 | 26,330 | 27,743 | 26,330 | |||||||
United States [Member] | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Revenue | 149,358 | 32,784 | 38,883 | ||||||||
Long-Lived Assets | 23,822 | 22,681 | 23,822 | 22,681 | |||||||
Europe [Member] | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Revenue | 690 | 4,000 | $ 3,994 | ||||||||
Long-Lived Assets | $ 3,921 | $ 3,649 | $ 3,921 | $ 3,649 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Schedule of Quarterly Financial Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenue | $ 34,502 | $ 19,940 | $ 15,715 | $ 79,891 | $ 6,451 | $ 12,802 | $ 15,895 | $ 1,636 | $ 150,048 | $ 36,784 | $ 42,877 |
Net income (loss) | (30,851) | (46,277) | (51,867) | 17,435 | (48,848) | (33,731) | (25,204) | (54,261) | |||
Net income (loss) attributable to Agenus Inc. common shareholders | $ (30,107) | $ (45,526) | $ (50,686) | $ 18,454 | $ (47,807) | $ (33,177) | $ (24,723) | $ (54,192) | $ (107,865) | $ (159,899) | $ (120,898) |
Basic net income (loss) attributable to Agenus Inc. common stockholders | $ (0.22) | $ (0.33) | $ (0.38) | $ 0.14 | |||||||
Diluted net income (loss) attributable to Agenus Inc. common stockholders | $ (0.22) | $ (0.33) | $ (0.38) | $ 0.12 | |||||||
Basic and diluted net loss attributable to Agenus Inc. common stockholders | $ (0.40) | $ (0.37) | $ (0.24) | $ (0.53) | $ (0.80) | $ (1.44) | $ (1.23) |
Subsequent Events (Narrative) (
Subsequent Events (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 18, 2020 | Feb. 17, 2020 | Feb. 28, 2017 | Mar. 31, 2017 | Mar. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 20, 2015 |
At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares sold at the market, shares | 0 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Shares sold at the market, shares | 17,799,000 | 1,315,000 | |||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 675,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.48 | ||||||||
Price per share premium to closing price percentage | 20.00% | ||||||||
Subsequent Event [Member] | At Market Issuance Sales Agreement [Member] | B. Riley FBR, Inc. [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Net proceeds from issuance of common stock | $ 62.9 | ||||||||
Shares sold at the market, shares | 23,800,000 | ||||||||
2013 Warrants [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.41 | $ 5.10 | |||||||
2013 Warrants [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 500,000 | 1,400,000 | |||||||
2013 Warrants [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants issued | 1,400,000 | ||||||||
Warrants exercise period date | Feb. 20, 2023 | Feb. 20, 2020 | |||||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, maturity date | Feb. 20, 2018 | Feb. 20, 2020 | Feb. 20, 2020 | ||||||
Debt instrument, debt default provisions face amount | $ 13.5 | ||||||||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt instrument, maturity date | Feb. 20, 2023 | Feb. 20, 2020 | |||||||
Debt instrument, debt default provisions face amount | $ 13.5 |