Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 24, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 | |
Entity Registrant Name | AGENUS INC | |
Entity Central Index Key | 1,098,972 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 84,307,520 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 124,664,519 | $ 25,714,519 |
Short-term investments | 14,977,200 | 14,509,570 |
Inventories | 88,200 | 95,700 |
Accounts receivable | 4,111,493 | 463,007 |
Prepaid expenses | 1,823,150 | 1,247,548 |
Other current assets | 618,880 | 639,957 |
Total current assets | 146,283,442 | 42,670,301 |
Plant and equipment, net of accumulated amortization and depreciation of $28,983,407 and $28,369,982 at June 30, 2015 and December 31, 2014, respectively | 6,952,418 | 5,996,687 |
Goodwill | 18,774,267 | 17,869,023 |
Acquired intangible assets, net of accumulated amortization of $769,376 and $462,248 at June 30, 2015 and December 31, 2014, respectively | 6,894,809 | 6,773,722 |
Other long-term assets | 1,204,804 | 1,216,795 |
Total assets | 180,109,740 | 74,526,528 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Current portion, long-term debt | 146,060 | 1,257,178 |
Current portion, deferred revenue | 7,776,728 | 184,421 |
Accounts payable | 2,662,254 | 1,710,946 |
Accrued liabilities | 8,924,746 | 5,501,527 |
Other current liabilities | 5,810,788 | 575,351 |
Total current liabilities | 25,320,576 | 9,229,423 |
Other long-term debt | 11,281,396 | 4,769,359 |
Deferred revenue | 16,370,908 | 3,009,568 |
Contingent royalty obligation | 21,647,000 | 15,279,000 |
Contingent purchase price consideration | 10,741,000 | 16,420,300 |
Other long-term liabilities | $ 7,558,579 | $ 2,800,491 |
Commitments and contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock, par value $0.01 per share; 140,000,000 shares authorized; 84,257,543 and 62,720,065 shares issued at June 30, 2015 and December 31, 2014, respectively | $ 842,575 | $ 627,201 |
Additional paid-in capital | 837,463,987 | 715,667,633 |
Accumulated other comprehensive loss | (658,405) | (1,970,420) |
Accumulated deficit | (750,458,192) | (691,306,343) |
Total stockholders’ equity | 87,190,281 | 23,018,387 |
Total liabilities and stockholders’ equity | 180,109,740 | 74,526,528 |
Series A-1 convertible preferred stock [Member] | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.01 per share; 5,000,000 shares authorized: | $ 316 | $ 316 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Plant and equipment, accumulated amortization and depreciation | $ 28,983,407 | $ 28,369,982 |
Accumulated Amortization | $ 769,376 | $ 462,248 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 140,000,000 | 140,000,000 |
Common stock, shares issued | 84,257,543 | 62,720,065 |
Treasury stock, shares | 0 | 0 |
Series A-1 convertible preferred stock, liquidation value | $ 32,113,792 | |
Series A convertible preferred stock | ||
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Series A-1 convertible preferred stock [Member] | ||
Convertible preferred stock, shares designated | 31,620 | 31,620 |
Preferred stock, shares outstanding | 31,620 | 31,620 |
Preferred stock, shares issued | 31,620 | 31,620 |
Series B-2 convertible preferred stock [Member] | ||
Convertible preferred stock, shares designated | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenue: | ||||
Research and development revenue | $ 6,376,699 | $ 3,074,088 | $ 10,329,997 | $ 3,794,944 |
Total revenues | 6,376,699 | 3,074,088 | 10,329,997 | 3,794,944 |
Operating expenses: | ||||
Research and development | (24,773,110) | (5,222,704) | (33,993,253) | (9,695,237) |
General and administrative | (8,015,639) | (6,126,622) | (13,502,748) | (11,290,115) |
Contingent purchase price consideration fair value adjustment | (6,783,000) | (224,000) | (14,320,700) | (1,133,000) |
Operating loss | (33,195,050) | (8,499,238) | (51,486,704) | (18,323,408) |
Other (expense) income: | ||||
Non-operating (expense) income | (6,649,818) | 754,363 | (6,702,763) | 10,576,829 |
Interest expense, net | (565,519) | (296,126) | (962,382) | (651,935) |
Net loss | (40,410,387) | (8,041,001) | (59,151,849) | (8,398,514) |
Dividends on Series A-1 convertible preferred stock | (50,700) | (51,107) | (101,320) | (102,133) |
Net loss attributable to common stockholders | $ (40,461,087) | $ (8,092,108) | $ (59,253,169) | $ (8,500,647) |
Per common share data: | ||||
Basic and diluted net loss attributable to common stockholders | $ (0.53) | $ (0.13) | $ (0.83) | $ (0.15) |
Weighted average number of common shares outstanding: | ||||
Basic and diluted | 76,374,824 | 62,607,779 | 71,547,873 | 56,615,583 |
Foreign currency translation gain (loss) | $ 541,714 | $ (81,733) | $ 1,306,035 | $ 133,684 |
Unrealized gain on investments | 5,980 | 1,953 | 5,980 | 1,953 |
Other comprehensive income (loss) | 547,694 | (79,780) | 1,312,015 | 135,637 |
Comprehensive loss | $ (39,913,393) | $ (8,171,888) | $ (57,941,154) | $ (8,365,010) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (59,151,849) | $ (8,398,514) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 885,497 | 589,407 |
Share-based compensation | 4,445,307 | 2,422,244 |
Non-cash interest expense | 502,692 | 306,881 |
Loss on disposal of assets | 0 | 1,150 |
Change in fair value of contingent obligations | 20,688,700 | (10,512,858) |
Research and Development in Process | 12,245,230 | 0 |
Loss on extinguishment of debt | 154,117 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,952,597) | 1,200 |
Inventories | 7,500 | (95,700) |
Prepaid expenses | (392,932) | (88,132) |
Accounts payable | 797,838 | (562,062) |
Deferred revenue | 20,953,635 | (1,229,554) |
Accrued liabilities and other current liabilities | 3,511,216 | 544,269 |
Other operating assets and liabilities | (10,268,265) | (2,598,582) |
Net cash used in operating activities | (9,573,911) | (19,620,251) |
Cash flows from investing activities: | ||
Cash acquired in acquisition | 0 | 514,470 |
Purchases of plant and equipment | (1,523,511) | (771,097) |
Payments to Acquire Available-for-sale Securities | 14,997,990 | 14,543,440 |
Proceeds from sale of available-for-sale securities | 14,534,486 | 0 |
Net cash used in investing activities | (1,987,015) | (14,800,067) |
Cash flows from financing activities: | ||
Net proceeds from sale of equity | 109,683,304 | 56,792,252 |
Proceeds from employee stock purchases and option exercises | 1,682,235 | 84,271 |
Financing of plant and equipment | 0 | (24,114) |
Proceeds from Issuance of Debt | 9,000,000 | 0 |
Proceeds from (Repayments of) Debt | (1,111,112) | (1,666,667) |
Payment of contingent royalty obligation | (8,386,026) | 0 |
Net cash provided by financing activities | 110,868,401 | 55,185,742 |
Effect of exchange rate changes on cash | (357,475) | 152,987 |
Net increase in cash and cash equivalents | 98,950,000 | 20,918,411 |
Cash and cash equivalents, beginning of period | 25,714,519 | 27,351,969 |
Cash and cash equivalents, end of period | 124,664,519 | 48,270,380 |
Supplemental cash flow information: | ||
Cash paid for interest | 487,325 | 367,155 |
Non-cash investing and financing activities: | ||
Contingent purchase price consideration issued in connection with the acquisition of 4-Antibody AG | 344,550 | 9,721,000 |
Issuance of common stock, $0.01 par value, as payment of long-term debt | 0 | 953,765 |
Celexion asset purchase [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of common stock, $0.01 par value, for acquisition of 4-Antibody AG | 3,000,000 | 0 |
4-antibody acquisition [Member] | ||
Non-cash investing and financing activities: | ||
Issuance of common stock, $0.01 par value, for acquisition of 4-Antibody AG | $ 0 | $ 10,102,259 |
Consolidated Statements of Cas6
Consolidated Statements of Cash Flows (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 | Feb. 12, 2014 |
Supplemental Cash Flow Elements [Abstract] | |||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Description of Business [Abstract] | |
Business, Liquidity And Basis Of Presentation | Business, Liquidity and Basis of Presentation Agenus Inc. (including its subsidiaries, also referred to as “Agenus,” the “Company,” “we,” “us,” and “our”) is an immunology company discovering and developing novel checkpoint modulators, vaccines and adjuvants to treat cancer and other diseases. Our approaches are driven by three platform technologies: • our antibody platforms, including our proprietary Retrocyte Display™ and SECANT ® technologies, and our antibody programs, including checkpoint modulators, or CPMs; • our heat shock protein (HSP)-based vaccines; and • our saponin-based vaccine adjuvants, principally our QS-21 Stimulon ® adjuvant, or QS-21 Stimulon. We have a portfolio of programs in pre-clinical and clinical stages, including a series of CPMs in investigational new drug (IND)-enabling studies, our Prophage Series vaccine, a Phase 3 ready HSP-based autologous vaccine for glioblastoma multiforme, or GBM, a form of brain cancer, and a number of advanced QS-21 Stimulon-containing vaccine candidates in late stage development by our partner, GlaxoSmithKline plc (GSK). For the treatment of cancer, our programs aim to stimulate the immune system to recognize and eradicate cancer cells and disable the mechanisms that cancer cells employ to evade detection and destruction by the immune system. Because of the breadth of our portfolio, we have the ability to combine our proprietary vaccines with a portfolio of checkpoint modulating antibodies against major checkpoint targets to explore and optimize cancer treatments. Our strategy is to develop these agents either alone or in combinations to yield best-in-class treatments. We assess the development, commercialization and/or partnering strategies with respect to each of our internal product candidates periodically based on several factors, including clinical trial results, competitive positioning and funding requirements and resources. Agenus’ core technologies include Retrocyte Display, a powerful proprietary platform designed to effectively discover and optimize novel, fully human and humanized monoclonal antibodies against antigens of interest. Our Retrocyte Display technology is applied to the discovery and development of antibodies, including those targeting significant checkpoint targets. Agenus and its partners currently have pre-clinical programs targeting GITR, OX40, CTLA-4, LAG-3, TIM-3 and PD-1. In April 2015, we expanded our antibody discovery platform through the acquisition of key antibody assets from Celexion, LLC (Celexion); see Note L. Among the acquired assets was the SECANT yeast display platform for the generation of novel monoclonal antibodies and efficient integration of drug targets such as CPMs. On January 9, 2015 and effective February 19, 2015, we entered into a broad, global alliance with Incyte Corporation and a wholly-owned subsidiary thereof (collectively "Incyte") to pursue the discovery and development of CPMs, initially targeting GITR, OX40, TIM-3 and LAG-3 in the fields of hematology and oncology. We also began collaborating with Merck Sharp & Dohme Corp in April 2014 to discover antibodies against two undisclosed CPM targets. We anticipate initiating clinical trials with the first of our CPM antibody candidates in 2016. We have also been advancing a series of HSP-based vaccines to treat cancer and infectious disease. In July 2014, we reported positive results from a Phase 2 clinical trial with our Prophage Series vaccine, which showed that patients with newly-diagnosed GBM who were treated with a combination of our Prophage Series vaccine and standard of care showed substantial improvement both in progression-free survival and median overall survival, as compared to historical control data. We are currently exploring options to advance our Prophage Series vaccine into a Phase 3 clinical trial for newly diagnosed GBM, either alone or through a strategic relationship with a third party. In 2014, we also reported positive results from a Phase 2 clinical trial with our HerpV vaccine candidate for genital herpes and while we do not expect to advance into a Phase 3 clinical trial for genital herpes, we are currently in the process of evaluating the broader application of our HSP peptide-based vaccines. The Company’s QS-21 Stimulon adjuvant is a key component in several of GSK’s pre-clinical and clinical stage vaccine programs, which target prophylactic or therapeutic impact in a variety of infectious diseases and cancer. In December 2014, GSK reported that its Phase 3 clinical trial with shingles vaccine candidate HZ/su, using our QS-21 Stimulon adjuvant, met its primary endpoint, reducing the risk of shingles by 97.2% in adults aged 50 years and older compared to placebo. GSK also reported positive Phase 3 clinical trial results in October 2013 for its malaria vaccine candidate using QS-21 Stimulon, Mosquirix™ (RTS,S), which recently received a positive opinion from the Committee for Medicinal Products for Human Use of the European Medicines Agency. QS-21 Stimulon is also the subject of an out-license agreement with Janssen Sciences Ireland Uc for use in a vaccine for Alzheimer’s disease. 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. We have incurred significant losses since our inception. As of June 30, 2015 we had an accumulated deficit of $750.5 million . To date we have financed our operations primarily through the sale of equity and debt securities. We believe that, based on our current plans and activities, our working capital resources at June 30, 2015 will be sufficient to satisfy our liquidity requirements into 2017. We may attempt to raise additional funds by: (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. Satisfying long-term liquidity needs may require the successful commercialization and/or substantial out-licensing or partnering arrangements for our antibody discovery platforms, CPM antibody programs, HSP-based vaccines, and vaccines containing QS-21 Stimulon under development by our licensees. Our long-term success will also be dependent on the successful identification, development and commercialization of potential other product candidates, each of which will require additional capital with no certainty of timing or probability of success. If we incur operating losses for longer than we expect and/or we are unable to raise additional capital, we may become insolvent and be unable to continue our operations. Our research and development program costs include compensation and other direct costs plus an allocation of indirect costs, based on certain assumptions, and our review of the status of each program. Our product candidates are in various stages of research and development and significant additional expenditures will be required if we start new clinical trials, encounter delays in our programs, apply for regulatory approvals, continue development of our technologies, expand our operations, and/or bring our product candidates to market. The eventual total cost of each clinical trial is dependent on a number of factors such as trial design, length of the trial, number of clinical sites, number of patients, and trial sponsorship. The process of obtaining and maintaining regulatory approvals for new therapeutic products is lengthy, expensive, and uncertain. Because our CPM antibody programs are pre-clinical and the further development of our HSP-based vaccines is subject to evaluation and uncertainty, we are unable to reliably estimate the cost of completing our research and development programs or the timing for bringing such programs to various markets or substantial partnering or out-licensing arrangements. Therefore, we cannot predict if or when material cash inflows from operating activities are likely to commence. We will continue to adjust other spending as needed in order to preserve liquidity. Active programs involving QS-21 Stimulon depend on our collaboration partners or licensees successfully completing clinical trials, successfully manufacturing QS-21 Stimulon to meet demand, obtaining regulatory approvals and successfully commercializing product candidates containing QS-21 Stimulon. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual consolidated financial statements. In the opinion of our management, the condensed consolidated financial statements include all normal and recurring adjustments considered necessary for a fair presentation of our financial position and operating results. All significant intercompany transactions and accounts have been eliminated in consolidation. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. Operating results for the six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . For further information, refer to our consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission. For our subsidiary 4-Antibody AG ("4-AB"), which operates in Switzerland and Germany, the local currency is the functional currency. Assets and liabilities of 4-AB are translated into U.S. dollars using rates in effect at the balance sheet date while revenues and expenses are translated into U.S. dollars using average exchange rates during the period. The cumulative translation adjustment resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in total stockholders’ equity. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Net (Loss) Income Per Share (No
Net (Loss) Income Per Share (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Net (Loss) Income Per Share [Abstract] | |
Earnings Per Share [Text Block] | 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, or DDCP). Diluted income per common share is calculated by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding (including common shares issuable under our DDCP) plus the dilutive effect of outstanding instruments such as warrants, stock options, nonvested shares, convertible preferred stock, and convertible notes. Because we reported a net loss attributable to common stockholders for all periods presented, diluted loss per common share is the same as basic loss per common share, as the effect of utilizing the fully diluted share count would have reduced the net loss per common share. Therefore, the following potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding because they would be anti-dilutive: June 30, 2015 2014 Warrants 4,351,450 2,951,450 Stock options 7,908,570 6,995,648 Nonvested shares 46,705 87,202 Convertible preferred stock 333,333 333,333 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of June 30, 2015 , we have $14.1 million in principal of debt outstanding; $14.0 million of notes and $146,000 of debentures. 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 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 will mature on February 20, 2018, at which point we must repay the outstanding balance in cash. The Company may prepay the 2015 Subordinated Notes at any time, in part or in full, without premium or penalty. The exchange of the 2013 Notes for the 2015 Subordinated Notes was accounted for as a debt extinguishment under the guidance of Accounting Standards Codification 470-50 Debt: Modifications and Extinguishments. For the six months ended June 30, 2015 we recorded a loss on debt extinguishment of approximately $154,000 in non-operating (expense) income in our condensed consolidated statements of operations and comprehensive loss. The debt discount of approximately $3.0 million , which relates to the warrants issued in connection with the 2015 Subordinated Notes, is being amortized using the effective interest method over three years, the expected life of the 2015 Subordinated Notes. In April 2015, we made our final payment of approximately $278,000 under our $5.0 million Loan and Security Agreement with Silicon Valley Bank ("SVB Loan") in accordance with the terms of the SVB Loan. We have no further outstanding indebtedness or obligations under the SVB Loan. |
Collaborations (Notes)
Collaborations (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Collaboration [Abstract] | |
Collaborations | Collaborations Incyte Corporation- 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 proprietary antibody discovery platforms. The Collaboration Agreement is 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. On January 9, 2015 we also entered into a Stock Purchase Agreement with Incyte Corporation (the “Stock Purchase Agreement”) whereby, for an aggregate purchase price of $35.0 million , Incyte purchased approximately 7.76 million shares of our common stock; see Note K for more details. Agreement Structure Under the terms of the Collaboration Agreement, we received a non-creditable, nonrefundable upfront payment of $25.0 million . In addition, the parties will share all costs and profits for the GITR and OX40 antibody programs on a 50:50 basis (profit-share products), and we are eligible to receive up to $20 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 LAG-3 and TIM-3 antibody programs (royalty-bearing products) and we are eligible to receive (i) up to $155 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 retain co-promotion participation rights in the United States on any profit-share product. Through the direction of a joint steering committee, the parties anticipate that, for each program, we will serve as the lead for pre-clinical development activities through IND filing, and Incyte will serve as the lead for clinical development activities. The parties expect to initiate the first clinical trials of antibodies arising from these programs in 2016. For each additional program beyond GITR, OX40, LAG-3 and TIM-3 that the parties elect to bring into the collaboration, if any, 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. After the first anniversary of the effective date of the Collaboration Agreement, 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. Collaboration Revenue Through the three and six months ended June 30, 2015 , we have recognized revenue of approximately $6.0 million and $9.7 million , respectively, under the Collaboration Agreement, of which, $2.6 million and $4.0 million , respectively, is related to the amortization of the $25.0 million non-creditable, nonrefundable upfront payment. As of June 30, 2015 we have deferred revenue outstanding under the Collaboration Agreement of approximately $21.0 million , of which approximately $7.6 million and $13.4 million are classified as current and long-term, respectively, on our condensed consolidated balance sheet. |
Goodwill and acquired intangibl
Goodwill and acquired intangibles (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Acquired Intangible Assets The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2015 (in thousands): Balance, December 31, 2014 $ 17,869 Foreign currency translation adjustment 905 Balance, June 30, 2015 $ 18,774 Acquired intangible assets consisted of the following at June 30, 2015 (in thousands): Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual Property 15 years $ 4,605 $ (422 ) $ 4,183 Trademarks 4.5 years 863 (264 ) 599 Other 3 years 182 (83 ) 99 In-process research and development Indefinite 2,014 — 2,014 Total $ 7,664 $ (769 ) $ 6,895 The weighted average amortization period of our finite-lived intangible assets is 13 years . Amortization expense related to acquired intangibles is estimated at $281,000 for the balance of 2015, $533,000 for each of the years ending 2016 and 2017, $427,000 for the year ending 2018, $308,000 for the year ending 2019, and $311,000 for each of the years 2020-2029. The acquired in-process research and development ("IPR&D") asset relates to the six pre-clinical CPM antibody programs acquired with our acquisition of 4-AB in February 2014. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Investments [Abstract] | |
Cash, Cash Equivalents, and Short-term Investments [Text Block] | Investments Cash equivalents and short-term investments consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Cost Estimated Fair Value Cost Estimated Fair Value Institutional Money Market Funds $ 120,601 $ 120,601 $ 25,149 $ 25,149 U.S. Treasury Bills 14,971 14,977 14,508 14,510 $ 135,572 $ 135,578 $ 39,657 $ 39,659 For the six months ended June 30, 2015 , we received proceeds of approximately $14.5 million from the sale of available-for-sale securities. No proceeds from the maturity of available-for-sale securities were received for the year ended December 31, 2014 . Gross realized gains included in net loss as a result of the sale of available-for-sale securities were immaterial for the six months ended June 30, 2015 . As a result of the short-term nature of our investments, there were minimal unrealized holding gains or losses as June 30, 2015 and December 31, 2014 . Of the investments listed above, $120.6 million and $25.1 million have been classified as cash equivalents and $15.0 million and $14.5 million as short-term investments on our condensed consolidated balance sheet as of June 30, 2015 and December 31, 2014 , respectively. |
Share-Based Compensation Plans
Share-Based Compensation Plans (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Share-based Compensation [Abstract] | |
Share-Based Compensation | Share-based Compensation Plans We primarily use the Black-Scholes option pricing model to value stock options granted to employees and non-employees, including stock options granted to members of our Board of Directors. All stock options have 10 -year terms and generally vest ratably over a 3 or 4 -year period. A non-cash charge to operations for the stock options granted to non-employees that have vesting or other performance criteria is affected each reporting period, until the non-employee options vest, by changes in the fair value of our common stock. A summary of option activity for the six months ended June 30, 2015 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 6,525,724 $ 4.40 Granted 2,187,844 5.40 Exercised (423,240 ) 3.87 Forfeited (248,385 ) 3.20 Expired (133,373 ) 9.87 Outstanding at June 30, 2015 7,908,570 $ 4.65 7.82 $ 32,904,140 Vested or expected to vest at June 30, 2015 7,342,573 $ 4.72 7.68 $ 30,137,314 Exercisable at June 30, 2015 3,790,291 $ 5.19 6.88 $ 14,474,188 The weighted average grant-date fair values of stock options granted during the six months ended June 30, 2015 and 2014 , were $3.59 and $1.82 , respectively. As of June 30, 2015 , $7.2 million of total unrecognized compensation cost, $165,000 of which pertains to a market condition award, related to stock options granted to employees and directors is expected to be recognized over a weighted average period of 1.7 years. As of June 30, 2015 , unrecognized expense for options granted to outside advisors for which performance (vesting) has not yet been completed but the exercise price of the option is known is $1.3 million . Such amount is subject to change each reporting period based upon changes in the fair value of our common stock, expected volatility, and the risk-free interest rate, until the outside advisor completes his or her performance under the option agreement. Certain employees and consultants have been granted nonvested stock. The fair value of nonvested stock is calculated based on the closing sale price of our common stock on the date of issuance. A summary of nonvested stock activity for the six months ended June 30, 2015 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2014 78,828 $ 3.93 Granted — — Vested (30,957 ) 4.01 Forfeited (1,166 ) 3.61 Outstanding at June 30, 2015 46,705 3.88 As of June 30, 2015 , there was $121,000 of unrecognized share-based compensation expense related to these nonvested shares awarded to employees expected to be recognized over a weighted average period of 1.3 years. As of June 30, 2015 , unrecognized expense for nonvested shares awarded to outside advisors is $32,000 . The total intrinsic value of shares vested during the six months ended June 30, 2015 , was $124,000 . During the six months ended June 30, 2015 , 14,680 shares were issued under the 2009 Employee Stock Purchase Plan, 30,957 shares were issued as a result of the vesting of nonvested stock and 423,240 shares were issued as a result of stock option exercises. The impact on our results of operations from share-based compensation for the three and six months ended June 30, 2015 , and 2014 , was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Research and development $ 672 $ 407 $ 1,242 $ 662 General and administrative 2,280 1,060 3,203 1,760 Total share-based compensation expense $ 2,952 $ 1,467 $ 4,445 $ 2,422 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Accrued and Other Current Liabilities Accrued liabilities consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Payroll $ 2,626 $ 3,134 Professional fees 2,605 1,438 Contract Manufacturing Costs 2,074 245 Other 1,620 685 $ 8,925 $ 5,502 Other current liabilities consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Current portion of deferred purchase price (Note L) $ 4,744 $ — Other 1,067 575 $ 5,811 $ 575 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Fair Value Measurements We measure our short-term investments, contingent royalty obligation, and contingent purchase price consideration at fair value. Our short-term investments were comprised solely of U.S. Treasury Bills that were valued using quoted market prices with no valuation adjustments applied. Accordingly, these securities are categorized as Level 1 assets. The fair values of our contingent royalty obligation and our contingent purchase price consideration, $21.6 million and $10.7 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 these liabilities uses assumptions we believe would be made by a market participant. In particular, the valuation analysis for the contingent royalty obligation used the Income Approach based on the sum of the economic income that an asset is anticipated to produce in the future. In this case that asset is the potential royalty income to be paid to us as a result of certain license agreements for QS-21 Stimulon. The fair value of the contingent royalty obligation is estimated by applying a risk adjusted discount rate ( 10.2% ) to the probability adjusted royalty revenue stream based on expected approval dates. These fair value estimates are most sensitive to changes in the probability of regulatory approvals. The Discounted Cash Flow method of the Income Approach was chosen as the method best suited to value the contingent royalty obligation. The fair value of our contingent purchase price consideration is based on estimates from a Monte Carlo simulation of our market capitalization and other factors impacting the probability of triggering the milestone payments. Market capitalization was 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 June 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments $ 14,977 $ 14,977 $ — $ — Liabilities: Contingent royalty obligation 21,647 — — 21,647 Contingent purchase price consideration 10,741 — — 10,741 $ 32,388 $ — $ — $ 32,388 Description December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments $ 14,510 $ 14,510 $ — $ — Liabilities: Contingent royalty obligation 15,279 — — 15,279 Contingent purchase price consideration 16,420 — — 16,420 $ 31,699 $ — $ — $ 31,699 The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of June 30, 2015 (amounts in thousands): Balance, December 31, 2014 $ 31,699 Change in fair value of contingent royalty obligation during the period 6,368 Change in fair value of contingent purchase price consideration during the period 14,321 Payment of contingent purchase price milestone (20,000 ) Balance, June 30, 2015 $ 32,388 The decrease in fair value of the contingent royalty obligation liability is included in non-operating (expense) income in our condensed consolidated statement of operations and comprehensive loss for the six months ended June 30, 2015 . There were no changes in the valuation techniques during the period and there were no transfers into or out of Levels 1 and 2. On January 23, 2015, we achieved the first contingent milestone pursuant to the terms of our Share Exchange Agreement dated January 10, 2014, by and among us, 4-AB, the former shareholder of 4-AB and Vischer AG, as Representative (the "Share Exchange Agreement"), and accordingly we paid $20.0 million . The estimated fair values of all of our financial instruments, excluding our outstanding debt, approximate their carrying amounts in the condensed consolidated balance sheets. The fair value of our outstanding debt was derived by evaluating the nature and terms of each note and considering the prevailing economic and market conditions at the balance sheet date. The fair value of our outstanding debt balance at June 30, 2015 and December 31, 2014 was $14.9 million and $6.1 million , respectively, based on the Level 2 valuation hierarchy of the fair value measurements standard using a present value methodology. The principal amount of our outstanding debt balance at June 30, 2015 and December 31, 2014 was $14.1 million and $6.3 million , respectively. |
Benefit Plans (Notes)
Benefit Plans (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Benefit Plans | Benefit Plans We maintain a multiple employer benefit plan that covers all of our international employees. The annual measurement date for this plan is December 31. Benefits are based upon years of service and compensation. For the three and six months ended June 30, 2015 we contributed approximately $30,000 and $54,000 , respectively, and for the for six months ended June 30, 2014 we contributed approximately $54,000 , to our international multiple employer benefit plan. No contributions were made to our international multiple employer benefit plan during the three months ended June 30, 2014 . For the remainder of the year ending December 31, 2015 we expect to contribute approximately $50,000 to the plan. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Equity | Equity On January 9, 2015, in connection with the execution of the Collaboration Agreement, we also entered into the Stock Purchase Agreement with Incyte Corporation, pursuant to which Incyte purchased approximately 7.76 million shares of our common stock (the “Shares”) in February 2015 for an aggregate purchase price of $35.0 million , or approximately $ 4.51 per share. Under the Stock Purchase Agreement, Incyte has agreed not to dispose of any of the Shares for a period of 12 months and we have agreed to register the Shares for resale under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the achievement of the first contingent milestone pursuant to the Share Exchange Agreement, in March and April 2015, we issued 50,596 shares of our common stock valued at approximately $217,000 and 29,897 shares of our common stock valued at approximately $128,000 , respectively, as payment of a portion of our obligation. In April 2015, in accordance with the payment terms of an asset purchase agreement, as detailed in Note L, we issued approximately 574,140 shares of our common stock to the members of Celexion valued at $3.0 million . In May 2015, we issued and sold 12,650,000 shares of our common stock in an underwritten public offering. Net proceeds after deducting offering expenses were approximately $75.0 million . |
Asset Purchase Agreement
Asset Purchase Agreement | 6 Months Ended |
Jun. 30, 2015 | |
Asset Purchase Agreement [Abstract] | |
Asset Purchase Agreement | Asset Purchase Agreement On April 7, 2015 (the Closing Date), we entered into an Asset Purchase Agreement (the "Purchase Agreement") with Celexion and each of the members of Celexion, pursuant to which, we acquired Celexion’s SECANT yeast display antibody discovery platform, its full-length IgG antibody library, its technology for the discovery of molecules targeting cell membrane-associated antigens, and certain other related intellectual property assets (collectively, the “Purchased Assets”). As consideration for the Purchased Assets, on the Closing Date we paid Celexion $1.0 million in cash and issued Celexion 574,140 shares of our common stock valued at approximately $ 5.23 per share. As additional consideration for the Purchased Assets, we agreed under the Purchase Agreement to pay to Celexion (i) $1.0 million in cash payable on each of the 9-month and 18-month anniversaries of the Closing Date and (ii) $4.0 million on each of the 12-month and 24-month anniversaries of the Closing Date payable at our discretion in cash, shares of our common stock, or any combination thereof. If we elect to pay any of the additional consideration in shares of our common stock, such shares will be issued at a price per share equal to the simple average of the daily closing volume weighted average price over the 20 trading days preceding the date of issuance. We have agreed to file one or more registration statements under the Securities Act to cover the resale of all shares issued as consideration under the Purchase Agreement. This transaction was accounted for as an asset acquisition in accordance with Accounting Standards Codification (ASC) 805 Business Combinations. In accordance with ASC 730 Research and Development, the purchase price of approximately $13.2 million was recorded as research and development expense in our unaudited condensed consolidated statement of operations and comprehensive loss for the three and six month periods ended June 30, 2015 as the IPR&D was deemed to have no future alternative use. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, ("ASU 2014-09"). ASU 2014-09 amends revenue recognition principles and provides a single set of criteria for revenue recognition among all industries. This new standard provides a five step framework whereby revenue is recognized when promised goods or services are transferred to a customer at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires enhanced disclosures pertaining to revenue recognition in both interim and annual periods. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. We are currently evaluating the potential impact that ASU 2014-09 may have on our financial position and results of operations. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , ("ASU 2014-15"). ASU 2014-15 describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the financial statements. The standard provides accounting that will be used along with existing auditing standards. ASU 2014-15 applies to all entities and is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter with early adoption permitted. We are currently evaluating the potential impact that ASU 2014-15 may have on our consolidated financial statements and related disclosures. |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | June 30, 2015 2014 Warrants 4,351,450 2,951,450 Stock options 7,908,570 6,995,648 Nonvested shares 46,705 87,202 Convertible preferred stock 333,333 333,333 |
Goodwill and acquired intangi21
Goodwill and acquired intangibles (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table sets forth the changes in the carrying amount of goodwill for the six months ended June 30, 2015 (in thousands): Balance, December 31, 2014 $ 17,869 Foreign currency translation adjustment 905 Balance, June 30, 2015 $ 18,774 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Acquired intangible assets consisted of the following at June 30, 2015 (in thousands): Amortization period (years) Gross carrying amount Accumulated amortization Net carrying amount Intellectual Property 15 years $ 4,605 $ (422 ) $ 4,183 Trademarks 4.5 years 863 (264 ) 599 Other 3 years 182 (83 ) 99 In-process research and development Indefinite 2,014 — 2,014 Total $ 7,664 $ (769 ) $ 6,895 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Investments [Abstract] | |
Schedule of cash equivalents and short-term investments | Cash equivalents and short-term investments consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Cost Estimated Fair Value Cost Estimated Fair Value Institutional Money Market Funds $ 120,601 $ 120,601 $ 25,149 $ 25,149 U.S. Treasury Bills 14,971 14,977 14,508 14,510 $ 135,572 $ 135,578 $ 39,657 $ 39,659 |
Share-Based Compensation Plan23
Share-Based Compensation Plans (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Share-based Compensation [Abstract] | |
Schedule Of Stock Option Activity | A summary of option activity for the six months ended June 30, 2015 is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 6,525,724 $ 4.40 Granted 2,187,844 5.40 Exercised (423,240 ) 3.87 Forfeited (248,385 ) 3.20 Expired (133,373 ) 9.87 Outstanding at June 30, 2015 7,908,570 $ 4.65 7.82 $ 32,904,140 Vested or expected to vest at June 30, 2015 7,342,573 $ 4.72 7.68 $ 30,137,314 Exercisable at June 30, 2015 3,790,291 $ 5.19 6.88 $ 14,474,188 |
Schedule Of Nonvested Shares | A summary of nonvested stock activity for the six months ended June 30, 2015 is presented below: Nonvested Shares Weighted Average Grant Date Fair Value Outstanding at December 31, 2014 78,828 $ 3.93 Granted — — Vested (30,957 ) 4.01 Forfeited (1,166 ) 3.61 Outstanding at June 30, 2015 46,705 3.88 |
Schedule Of Share-Based Compensation Expense | The impact on our results of operations from share-based compensation for the three and six months ended June 30, 2015 , and 2014 , was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Research and development $ 672 $ 407 $ 1,242 $ 662 General and administrative 2,280 1,060 3,203 1,760 Total share-based compensation expense $ 2,952 $ 1,467 $ 4,445 $ 2,422 |
Accrued and Other Current Lia24
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Payroll $ 2,626 $ 3,134 Professional fees 2,605 1,438 Contract Manufacturing Costs 2,074 245 Other 1,620 685 $ 8,925 $ 5,502 |
Other Current Liabilities [Table Text Block] | Other current liabilities consisted of the following as of June 30, 2015 and December 31, 2014 (in thousands): June 30, 2015 December 31, 2014 Current portion of deferred purchase price (Note L) $ 4,744 $ — Other 1,067 575 $ 5,811 $ 575 |
Fair Value Measurements Fair va
Fair Value Measurements Fair value measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets and liabilities measured at fair value are summarized below (in thousands): Description June 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments $ 14,977 $ 14,977 $ — $ — Liabilities: Contingent royalty obligation 21,647 — — 21,647 Contingent purchase price consideration 10,741 — — 10,741 $ 32,388 $ — $ — $ 32,388 Description December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Short-term investments $ 14,510 $ 14,510 $ — $ — Liabilities: Contingent royalty obligation 15,279 — — 15,279 Contingent purchase price consideration 16,420 — — 16,420 $ 31,699 $ — $ — $ 31,699 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents our liabilities measured at fair value using significant unobservable inputs (Level 3), as of June 30, 2015 (amounts in thousands): Balance, December 31, 2014 $ 31,699 Change in fair value of contingent royalty obligation during the period 6,368 Change in fair value of contingent purchase price consideration during the period 14,321 Payment of contingent purchase price milestone (20,000 ) Balance, June 30, 2015 $ 32,388 |
Description of Business (Detail
Description of Business (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Description of Business [Abstract] | ||
Accumulated deficit | $ (750,458,192) | $ (691,306,343) |
Net (Loss) Income Per Share Ant
Net (Loss) Income Per Share Antidilutive securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,351,450 | 2,951,450 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,908,570 | 6,995,648 |
Nonvested shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 46,705 | 87,202 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 333,333 | 333,333 |
Debt (Details)
Debt (Details) - USD ($) | Feb. 20, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 14,100,000 | $ 6,300,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.10 | |||
Loss on extinguishment of debt | (154,117) | $ 0 | ||
Debt Instrument, Unamortized Discount | $ 3,000,000 | |||
Debt Instrument, Convertible, Remaining Discount Amortization Period | 3 years | |||
Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 14,000,000 | |||
Aquila Debentures [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 146,000 | |||
SVB Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 5,000,000 | |||
Debt Instrument, Periodic Payment, Principal | $ 278,000 | |||
Senior Subordinated Notes [Member] | Notes 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 5,000,000 | |||
Debt Instrument, Face Amount, Additional Amount Issued | $ 9,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||
Debt Instrument, Debt Default Provisions, Face Amount | $ 13,500,000 | |||
Common Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
warrants issued | 1,400,000 |
Collaborations (Details)
Collaborations (Details) - USD ($) | Feb. 19, 2015 | Jan. 09, 2015 | May. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 75,000,000 | |||||||
Stock Issued During Period, Shares, New Issues | 12,650,000 | |||||||
Revenues | $ 6,376,699 | $ 3,074,088 | $ 10,329,997 | $ 3,794,944 | ||||
Deferred Revenue, Current | 7,776,728 | 7,776,728 | $ 184,421 | |||||
Deferred Revenue, Noncurrent | 16,370,908 | 16,370,908 | $ 3,009,568 | |||||
Profit-share products [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Milestone Payments for License Costs | $ 20,000,000 | |||||||
Royalty-bearing products [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Milestone Payments for License Costs | 155,000,000 | |||||||
Incyte [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Deferred Revenue | 21,000,000 | 21,000,000 | ||||||
Deferred Revenue, Current | 7,600,000 | 7,600,000 | ||||||
Deferred Revenue, Noncurrent | 13,400,000 | 13,400,000 | ||||||
Stock Purchase Agreement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Proceeds from Issuance of Common Stock | $ 35,000,000 | |||||||
Stock Issued During Period, Shares, New Issues | 7,760,000 | |||||||
Collaborative Arrangement [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Revenues | 6,000,000 | 9,700,000 | ||||||
Revenues | $ 2,600,000 | $ 4,000,000 | ||||||
Collaborative Arrangement [Member] | Incyte [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Proceeds from Collaborators | $ 25,000,000 |
Goodwill and acquired intangi30
Goodwill and acquired intangibles (Narrative) (Details) - Jun. 30, 2015 - USD ($) | Total |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 281,000 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 533,000 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 427,000 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 308,000 |
Finite-Lived Intangible Assets, Amortization Expense, Years Five Through Fourteen | $ 311,000 |
Goodwill and acquired intangi31
Goodwill and acquired intangibles (Schedule of Changes in Goodwill) (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 17,869,023 |
Foreign currency translation adjustment | 905,000 |
Ending balance | $ 18,774,267 |
Goodwill and acquired intangi32
Goodwill and acquired intangibles (Acquired Finite-Lived Intangible Assets) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (769,376) | $ (462,248) |
Net carrying amount | 6,895,000 | |
Indefinite-lived Intangible Assets Acquired | 2,014,000 | |
Intangible Assets, Gross (Excluding Goodwill) | $ 7,664,000 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 15 years | |
Gross carrying amount | $ 4,605,000 | |
Accumulated Amortization | (422,000) | |
Net carrying amount | $ 4,183,000 | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 4 years 6 months | |
Gross carrying amount | $ 863,000 | |
Accumulated Amortization | (264,000) | |
Net carrying amount | $ 599,000 | |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization period (years) | 3 years | |
Gross carrying amount | $ 182,000 | |
Accumulated Amortization | (83,000) | |
Net carrying amount | $ 99,000 |
Investments (Details)
Investments (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Proceeds from Sale of Available-for-sale Securities | $ 14,500,000 | |
Short-term investments | 14,977,200 | $ 14,509,570 |
Cost [Member] | ||
Cash, Cash Equivalents, and Short-term Investments | 135,572,000 | 39,657,000 |
Estimate of Fair Value [Member] | ||
Cash, Cash Equivalents, and Short-term Investments | 135,578,000 | 39,659,000 |
Money Market Funds [Member] | Cost [Member] | ||
Cash Equivalents, at Carrying Value | 120,601,000 | 25,149,000 |
Money Market Funds [Member] | Estimate of Fair Value [Member] | ||
Cash Equivalents, at Carrying Value | 120,601,000 | 25,149,000 |
US Treasury Bills [Member] | Cost [Member] | ||
Short-term investments | 14,971,000 | 14,508,000 |
US Treasury Bills [Member] | Estimate of Fair Value [Member] | ||
Short-term investments | 14,977,000 | 14,510,000 |
US Treasury Bills [Member] | ||
Short-term investments | $ 14,977,000 | $ 14,510,000 |
Share-Based Compensation Plan34
Share-Based Compensation Plans (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Weighted average grant-date fair value of options granted | $ 3.59 | $ 1.82 |
Instrinsic value of shares vested | $ 124,000 | |
Shares issued from exercise of options | 423,240 | |
Vesting of nonvested shares, shares | 30,957 | |
Employees and directors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 7,200,000 | |
Outside Advisors [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 32,000 | |
Consultant [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,261,000 | |
2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 10 years | |
2009 ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Shares issued under ESPP | 14,680 | |
Market Condition awards [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 165,000 | |
Stock Options [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Unrecognized compensation cost, weighted average period | 1 year 8 months | |
Restricted Stock [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 121,000 | |
Unrecognized compensation cost, weighted average period | 1 year 3 months | |
Minimum [Member] | 2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 3 years | |
Maximum [Member] | 2009 EIP [Member] | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Vesting period, minimum | 4 years |
Share-Based Compensation Plan35
Share-Based Compensation Plans (Schedule Of Stock Option Activity) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 3.59 | $ 1.82 |
Options outstanding, beginning balance | 6,525,724 | |
Options granted | 2,187,844 | |
Options exercised | (423,240) | |
Options forfeited | (248,385) | |
Options expired | (133,373) | |
Options vested or expected to vest | 7,342,573 | |
Options exercisable | 3,790,291 | |
Options outstanding, weighted average exercise price, beginning balance | $ 4.40 | |
Options granted, weighted average exercise price | 5.40 | |
Options exercised, weighted average exercise price | 3.87 | |
Options forfeited, weighted average exercise price | 3.20 | |
Options expired, weighted average exercise price | 9.87 | |
Options outstanding, weighted average exercise price, ending balance | 4.65 | |
Options vested or expected to vest, weighted average exercise price | 4.72 | |
Options exercisable, weighted average exercise price | $ 5.19 | |
Options outstanding, weighted average remaining contractual term | 7 years 9 months 25 days | |
Options vested or expected to vest, weighted average remaining contractual term | 7 years 8 months 6 days | |
Options exercisable, weighted average remaining contractual term | 6 years 10 months 16 days | |
Options outstanding, aggregate intrinsic value | $ 32,904,140 | |
Options vested or expected to vest, aggregate intrinsic value | 30,137,314 | |
Options exercisable, aggregate intrinsic value | $ 14,474,188 |
Share-Based Compensation Plan36
Share-Based Compensation Plans (Summary Of Nonvested Stock Activity) (Details) - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Share-based Compensation [Abstract] | |
Nonvested shares outstanding, beginning balance | 78,828 |
Nonvested shares granted | 0 |
Nonvested shares forfeited | (1,166) |
Nonvested shares outstanding, ending balance | 46,705 |
Nonvested shares outstanding, weighted average grant date fair value, beginning balance | $ 3.93 |
Nonvested shares granted, weighted average grant date fair value | $ 0 |
Vesting of nonvested shares, shares | 30,957 |
Nonvested shares vested, weighted average grant date fair value | $ 4.01 |
Nonvested shares forfeited in Period, Weighted Average Grant Date Fair Value | 3.61 |
Nonvested shares outstanding, weighted average grant date fair value, ending balance | $ 3.88 |
Share-Based Compensation Plan37
Share-Based Compensation Plans (Schedule Of Share-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense | $ 2,952 | $ 1,467 | $ 4,445 | $ 2,422 |
Research and Development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | 672 | 407 | 1,242 | 662 |
General and Administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation expense | $ 2,280 | $ 1,060 | $ 3,203 | $ 1,760 |
Accrued and Other Current Lia38
Accrued and Other Current Liabilities Schedule of accrued liabilities (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued Liabilities Disclosure [Abstract] | ||
Accrued Professional Fees, Current | $ 2,605,000 | $ 1,438,000 |
Accrued Salaries, Current | 2,626,000 | 3,134,000 |
Accrued contract manufacturing costs | 2,074,000 | 245,000 |
Other Accrued Liabilities, Current | 1,620,000 | 685,000 |
Accrued Liabilities, Current | $ 8,924,746 | $ 5,501,527 |
Schedule of Other Current Liabi
Schedule of Other Current Liabilities (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Other Liabilities Disclosure [Abstract] | ||
Current portion purchase price | $ 4,744,000 | $ 0 |
Other, current | 1,067,000 | 575,000 |
Other current liabilities | $ 5,810,788 | $ 575,351 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Balance, beginning of period | $ 31,699 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Balance, end of period | 32,388 |
Contingent royalty consideration [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Change in fair value during period | 6,368 |
Payment of contingent royalty obligation | (20,000) |
Contingent purchase price [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Change in fair value during period | $ 14,321 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Gross | $ 14,100,000 | $ 6,300,000 |
Contingent Royalty | 21,647,000 | 15,279,000 |
Contingent purchase price consideration | $ 10,741,000 | 16,420,300 |
Fair Value Inputs, Discount Rate | 10.20% | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Instrument, Fair Value Disclosure | $ 14,900,000 | 6,100,000 |
Convertible Debt | 0 | |
Notes 2006 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Gross | $ 0 | |
contingent royalty consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment of contingent royalty obligation | $ 20,000,000 |
Fair Value Measurements Asset a
Fair Value Measurements Asset and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Obligations, Fair Value Disclosure | $ 21,647 | $ 15,279 |
Purchase Price Consideration, Fair Value Disclosure | 10,741 | 16,420 |
Nonfinancial Liabilities Fair Value Disclosure | 32,388 | 31,699 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments, Fair Value Disclosure | 14,977 | 14,510 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Obligations, Fair Value Disclosure | 21,647 | 15,279 |
Purchase Price Consideration, Fair Value Disclosure | 10,741 | 16,420 |
Nonfinancial Liabilities Fair Value Disclosure | $ 32,388 | $ 31,699 |
Benefit Plans (Details)
Benefit Plans (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Contributions by Employer | $ 0 | |||
Foreign Postretirement Benefit Plan, Defined Benefit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Contributions by Employer | $ 30,000 | $ 54,000 | $ 54,000 | |
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year | $ 50,000 |
Equity (Details)
Equity (Details) - USD ($) | Apr. 07, 2015 | Feb. 19, 2015 | May. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 |
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 12,650,000 | ||||
Proceeds from Issuance of Common Stock | $ 75,000,000 | ||||
Shares issued for contingent milestone payment | 29,897 | 50,596 | |||
Shares issued for contingent milestone payment, value | $ 128,000 | $ 217,000 | |||
Stock Issued During Period, Shares, Purchase of Assets | 574,140 | ||||
Stock Issued During Period, Price Per Share | $ 3,000,000 | ||||
Stock Purchase Agreement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 7,760,000 | ||||
Proceeds from Issuance of Common Stock | $ 35,000,000 | ||||
Share Price | $ 4.51 |
Asset Purchase Agreement (Detai
Asset Purchase Agreement (Details) - USD ($) | Apr. 07, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | |||||
Shares issued for purchased assets | 574,140 | ||||
Shares issued for purchased assets (in US$ per share) | $ 3,000,000 | ||||
Research and development expense | $ 24,773,110 | $ 5,222,704 | $ 33,993,253 | $ 9,695,237 | |
Celexion, LLC [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Cash consideration for purchased assets | $ 1,000,000 | ||||
Shares issued for purchased assets | 574,140 | ||||
Shares issued for purchased assets (in US$ per share) | $ 5.23 | ||||
Contingent cash payment on each of 9-month and 18-month anniversaries | $ 1,000,000 | ||||
Contingent payment on each of 12-month and 24-month anniversaries | $ 4,000,000 | ||||
Research and development expense | $ 13,200,000 | $ 13,200,000 |