Medicines (MDCO) 10-Q 30 Oct 19 2019 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2019	Oct. 28, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	000-31191
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3324394
Entity Address, Address Line One	8 Sylvan Way
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	973
Local Phone Number	290-6000
Title of 12(b) Security	Common Stock
Trading Symbol	MDCO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		79,723,499
Entity Central Index Key	0001113481
Entity Registrant Name	MEDICINES CO /DE
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 265,850	$ 238,310
Short-term investment	2,525	2,627
Inventory, net	0	864
Prepaid expenses and other current assets	58,354	53,002
Total current assets	326,729	294,803
Fixed assets, net	7,421	8,872
Goodwill	200,571	200,571
Restricted cash	4,466	6,710
Contingent purchase price from sale of businesses	324,099	325,806
Other assets	33,984	4,924
Total assets	897,270	841,686
Current liabilities:
Accounts payable	7,364	695
Accrued expenses	45,878	57,716
Convertible senior notes	362,312	0
Other current liabilities	7,587	0
Total current liabilities	423,141	58,411
Convertible senior notes	464,991	792,752
Other liabilities	35,141	12,787
Total liabilities	923,273	863,950
Equity component of currently redeemable convertible senior notes	33,537	0
Stockholders’ deficit:
Preferred stock, $1.00 par value per share, 5,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock, $0.001 par value per share, 187,500,000 authorized; 82,621,194 issued and 79,608,051 outstanding at September 30, 2019 and 76,861,668 issued and 73,848,525 outstanding at December 31, 2018	83	77
Additional paid-in capital	1,609,574	1,452,975
Treasury stock, at cost; 3,013,143 shares at September 30, 2019 and December 31, 2018	(90,016)	(90,016)
Accumulated deficit	(1,574,638)	(1,380,724)
Accumulated other comprehensive loss	(4,543)	(4,576)
Total stockholders’ deficit	(59,540)	(22,264)
Total liabilities and stockholders’ deficit	$ 897,270	$ 841,686

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value (USD per share)	$ 1	$ 1
Stockholders’ deficit:
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	187,500,000	187,500,000
Common stock, shares, issued (in shares)	82,621,194	76,861,668
Common stock, shares outstanding (in shares)	79,608,051	73,848,525
Treasury stock, shares (in shares)	3,013,143	3,013,143

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement [Abstract]
Net revenues	$ 0	$ (3,300)	$ 0	$ 6,138
Operating expenses:
Cost of revenues	0	890	0	6,558
Asset impairment charges	0	5,073	0	5,073
Research and development	42,770	32,736	97,893	103,396
Selling, general and administrative	18,599	6,826	55,470	56,790
Total operating expenses	61,369	45,525	153,363	171,817
Loss from operations	(61,369)	(48,825)	(153,363)	(165,679)
Co-promotion and license income	4,402	271	4,402	753
Loss on short-term investment	(1,893)	(7,953)	(102)	(41,416)
Interest expense	(16,212)	(12,313)	(48,027)	(36,498)
Other income	1,088	1,119	3,196	4,541
Loss from continuing operations before income taxes	(73,984)	(67,701)	(193,894)	(238,299)
(Provision for) benefit from income taxes	(10)	16,066	(20)	47,375
Loss from continuing operations	(73,994)	(51,635)	(193,914)	(190,924)
(Loss) income from discontinued operations, net of tax	0	(3,999)	0	110,242
Net loss	$ (73,994)	$ (55,634)	$ (193,914)	$ (80,682)
Basic loss per common share:
Loss from continuing operations (USD per share)	$ (0.92)	$ (0.70)	$ (2.55)	$ (2.60)
(Loss) earnings from discontinued operations (USD per share)	0	(0.05)	0	1.50
Basic loss per share (USD per share)	(0.92)	(0.75)	(2.55)	(1.10)
Diluted loss per common share:
Loss from continuing operations (USD per share)	(0.92)	(0.70)	(2.55)	(2.60)
(Loss) earnings from discontinued operations (USD per share)	0	(0.05)	0	1.50
Diluted loss per share (USD per share)	$ (0.92)	$ (0.75)	$ (2.55)	$ (1.10)
Weighted average number of common shares outstanding:
Basic (shares)	80,129	73,544	75,928	73,564
Diluted (shares)	80,129	73,544	75,928	73,564

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net loss	$ (73,994)	$ (55,634)	$ (193,914)	$ (80,682)
Other comprehensive income (loss):
Foreign currency translation adjustment	58	(11)	33	(605)
Amounts reclassified from accumulated other comprehensive loss	0	0	0	1,183
Other comprehensive income (loss)	58	(11)	33	578
Comprehensive loss	$ (73,936)	$ (55,645)	$ (193,881)	$ (80,104)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in	Accumulated Deficit	Accumulated Comprehensive Income
Balance at beginning of period (in shares) at Dec. 31, 2017		76,191	3,013
Balance at beginning of period at Dec. 31, 2017	$ 24,914	$ 76	$ (90,016)	$ 1,377,393	$ (1,257,356)	$ (5,183)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee stock purchases (in shares)		335
Employee stock purchases	8,637			8,637
Issuance of restricted stock (in shares)		35
Issuance of restricted stock awards	0
Non-cash stock compensation	4,454			4,454
Net income (loss)	29,149				29,149
Currency translation adjustment	(471)					(471)
Amounts reclassified from accumulated other comprehensive income	1,183					1,183
Balance at end of period (in shares) at Mar. 31, 2018		76,561	3,013
Balance at end of period at Mar. 31, 2018	67,656	$ 76	$ (90,016)	1,390,484	(1,228,417)	(4,471)
Balance at beginning of period (in shares) at Dec. 31, 2017		76,191	3,013
Balance at beginning of period at Dec. 31, 2017	24,914	$ 76	$ (90,016)	1,377,393	(1,257,356)	(5,183)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(80,682)
Amounts reclassified from accumulated other comprehensive income	1,183
Balance at end of period (in shares) at Sep. 30, 2018		76,878	3,013
Balance at end of period at Sep. 30, 2018	(26,564)	$ 76	$ (90,016)	1,406,229	(1,338,248)	(4,605)
Balance at beginning of period (in shares) at Mar. 31, 2018		76,561	3,013
Balance at beginning of period at Mar. 31, 2018	67,656	$ 76	$ (90,016)	1,390,484	(1,228,417)	(4,471)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee stock purchases (in shares)		130
Employee stock purchases	3,274			3,274
Non-cash stock compensation	4,619			4,619
Net income (loss)	(54,197)				(54,197)
Currency translation adjustment	(123)					(123)
Balance at end of period (in shares) at Jun. 30, 2018		76,691	3,013
Balance at end of period at Jun. 30, 2018	21,229	$ 76	$ (90,016)	1,398,377	(1,282,614)	(4,594)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee stock purchases (in shares)		151
Employee stock purchases	3,681			3,681
Issuance of restricted stock (in shares)		36
Issuance of restricted stock awards	0
Non-cash stock compensation	4,171			4,171
Net income (loss)	(55,634)				(55,634)
Currency translation adjustment	(11)					(11)
Amounts reclassified from accumulated other comprehensive income	0
Balance at end of period (in shares) at Sep. 30, 2018		76,878	3,013
Balance at end of period at Sep. 30, 2018	(26,564)	$ 76	$ (90,016)	1,406,229	(1,338,248)	(4,605)
Balance at beginning of period (in shares) at Dec. 31, 2018		76,862	3,013
Balance at beginning of period at Dec. 31, 2018	(22,264)	$ 77	$ (90,016)	1,452,975	(1,380,724)	(4,576)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee stock purchases (in shares)		33
Employee stock purchases	672			672
Issuance of restricted stock (in shares)		(10)
Issuance of restricted stock awards	0
Non-cash stock compensation	4,446			4,446
Net income (loss)	(59,865)				(59,865)
Currency translation adjustment	(830)					(830)
Equity component of 2024 Notes issuance, net	2,452			2,452
Balance at end of period (in shares) at Mar. 31, 2019		76,885	3,013
Balance at end of period at Mar. 31, 2019	(75,389)	$ 77	$ (90,016)	1,460,545	(1,440,589)	(5,406)
Balance at beginning of period (in shares) at Dec. 31, 2018		76,862	3,013
Balance at beginning of period at Dec. 31, 2018	(22,264)	$ 77	$ (90,016)	1,452,975	(1,380,724)	(4,576)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(193,914)
Amounts reclassified from accumulated other comprehensive income	0
Balance at end of period (in shares) at Sep. 30, 2019		82,621	3,013
Balance at end of period at Sep. 30, 2019	(59,540)	$ 83	$ (90,016)	1,609,574	(1,574,638)	(4,543)
Balance at beginning of period (in shares) at Mar. 31, 2019		76,885	3,013
Balance at beginning of period at Mar. 31, 2019	(75,389)	$ 77	$ (90,016)	1,460,545	(1,440,589)	(5,406)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee stock purchases (in shares)		211
Employee stock purchases	5,438			5,438
Issuance of restricted stock (in shares)		16
Issuance of restricted stock awards	0
Non-cash stock compensation	5,747			5,747
Issuance of common stock (in shares)		5,227
Issuance of common stock	161,583	$ 5		161,578
Net income (loss)	(60,055)				(60,055)
Currency translation adjustment	805					805
Balance at end of period (in shares) at Jun. 30, 2019		82,339	3,013
Balance at end of period at Jun. 30, 2019	38,129	$ 82	$ (90,016)	1,633,308	(1,500,644)	(4,601)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Employee stock purchases (in shares)		189
Employee stock purchases	5,464	$ 1		5,463
Issuance of restricted stock (in shares)		93
Issuance of restricted stock awards	0
Non-cash stock compensation	4,340			4,340
Reclassification from mezzanine equity	(33,537)			(33,537)
Net income (loss)	(73,994)				(73,994)
Currency translation adjustment	58					58
Amounts reclassified from accumulated other comprehensive income	0
Balance at end of period (in shares) at Sep. 30, 2019		82,621	3,013
Balance at end of period at Sep. 30, 2019	$ (59,540)	$ 83	$ (90,016)	$ 1,609,574	$ (1,574,638)	$ (4,543)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities:
Net loss		$ (193,914)	$ (80,682)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,452	1,977
Asset impairment charges		0	5,073
Amortization of debt discount		27,763	20,526
Unrealized foreign currency transaction losses, net		(198)	(111)
Stock compensation expense		14,533	13,244
Gain on sale of business		0	(168,955)
Gain on sale of assets		(500)	(7,026)
Loss on short-term investments		102	41,416
Reserve for excess or obsolete inventory		0	(392)
Changes in contingent purchase price		0	(258)
Changes in operating assets and liabilities:
Accounts receivable		0	6,195
Inventory, net		863	2,202
Prepaid expenses and other assets		2,088	5,549
Accounts payable		6,697	(2,681)
Accrued expenses		(11,070)	(58,774)
Other current liabilities		41	(4,317)
Payments on contingent purchase price		0	(59)
Other liabilities		(7,166)	4,305
Net cash used in operating activities		(159,309)	(222,768)
Cash flows from investing activities:
Proceeds from sale of assets		500	9,900
Purchases of fixed assets		0	(7)
Proceeds from sale of business		0	166,383
Net cash provided by investing activities		500	176,276
Cash flows from financing activities:
Proceeds from issuances of common stock, net		11,574	15,595
Payments on contingent purchase price		0	(511)
Proceeds from the issuance of convertible senior notes		9,500	0
Proceeds from equity offering, net		161,583	0
Debt issuance costs		(280)	0
Net cash provided by financing activities		182,377	15,084
Effect of exchange rate changes on cash		1,728	(1,374)
Increase (decrease) in cash, cash equivalents and restricted cash		25,296	(32,782)
Cash, cash equivalents and restricted cash at beginning of period		245,020	156,900
Cash, cash equivalents and restricted cash at end of period	[1]	270,316	124,118
Supplemental disclosure of cash flow information:
Interest paid		24,540	21,069
Reconciliation of cash, cash equivalents and restricted cash
Total cash, cash equivalents and restricted cash at end of period		$ 245,020	$ 156,900
[1]	The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the condensed consolidated balance sheet: September 30, September 30, Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 265,850 118,708 Restricted cash 4,466 5,410 Total cash, cash equivalents and restricted cash at end of period $ 270,316 $ 124,118

Nature of Business

Nature of Business	9 Months Ended
	Sep. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business	Nature of Business The Medicines Company (the Company) is a biopharmaceutical company driven by its purpose to solve major medical, societal and economic challenges in healthcare. The Company has a singular focus on one of the greatest global healthcare challenges and burdens - that presented by cardiovascular disease, which remains the number one cause of death in the United States and worldwide. The leading cause of cardiovascular disease morbidity and mortality is atherosclerotic cardiovascular disease (ASCVD). The Company takes on that challenge by developing inclisiran, the investigational RNA interference (RNAi) therapeutic, that specifically inhibits production of proprotein convertase subtilisin/kexin type 9 (PCSK9), a key protein that controls LDL-cholesterol (LDL-C) levels. The Company believes inclisiran is uniquely suited to make a significant difference reducing risk in ASCVD. The Company has the right to develop, manufacture and commercialize inclisiran under its collaboration agreement with Alnylam Pharmaceuticals, Inc. (Alnylam).

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Significant Accounting Policies,” in the notes to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the 2018 Form 10-K). Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, comprehensive loss , and cash flows for the periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries. The Company’s results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or any other quarter of the fiscal year ending December 31, 2019 . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the 2018 Form 10-K. Going Concern Due to the divestiture of the Company’s rights to branded Angiomax in the United States to Sandoz Inc. (Sandoz) during 2018, the Company is no longer generating revenues from product sales. Prior to such divestiture, the Company’s revenues generated from product sales had been declining significantly since 2014 due to the introduction of generic competition against Angiomax and the divestiture of certain of the Company’s non-core products. The Company has incurred net losses and negative cash flows from operations since 2014 and had an accumulated deficit of $1,574.6 million as of September 30, 2019. The Company expects to incur significant expenses and operating losses for the foreseeable future as it continues to develop, seek regulatory approval for and commercially launch inclisiran. In January 2015, the Company issued, at par value, $400.0 million aggregate principal amount of 2.5% convertible senior notes due 2022 (the 2022 Notes). As of October 1, 2019, the conditional conversion feature of the 2022 Notes was triggered as a result of the trading price of the Company’s common stock during the third quarter of 2019, and the holders are entitled to convert their 2022 Notes through December 31, 2019. As the Company is required to settle the aggregate principal amount of the 2022 Notes in cash, the liability component related to the 2022 Notes with a carrying amount of $362.3 million was classified as current and the equity component related to the 2022 Notes of $33.5 million was classified as mezzanine (temporary) equity on the accompanying condensed consolidated balance sheet at September 30, 2019. See Note 9, “Convertible Senior Notes” for further details. If the 2022 Notes were converted by the holders, the Company believes that its existing cash and cash equivalents and short term investments of approximately $268.4 million as of September 30, 2019, would not be sufficient to satisfy the Company’s anticipated operating and other funding requirements for the next twelve months from October 30, 2019 (the date of filing this Form 10-Q). In such case, the Company would need to raise additional funds by selling additional equity or debt securities or seek additional financing through other arrangements in order to both satisfy this obligation and meet the Company’s anticipated operating and other funding requirements for the next twelve months. There can be no assurances that public or private financings may be available in amounts or on terms acceptable to the Company, if at all. The Company’s ability to obtain additional debt financing might be limited by the terms of its convertible senior note agreements, market conditions, or otherwise. If the Company were unable to obtain additional financing, it might be required to delay, reduce the scope of, or eliminate one or more of its planned research, development or commercialization activities. Due to these uncertainties, there is substantial doubt about the Company’s ability to continue as a going concern. At present, the Company does not believe that a substantial portion of the 2022 Notes will be submitted by the holders thereof for conversion. The unaudited condensed consolidated financial statements as of September 30, 2019 have been prepared under the assumption that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of the uncertainty discussed above. Equity Financing On June 28, 2019, the Company sold an aggregate of 5,227,273 shares of its common stock, including the exercise in full by the underwriters of an option to purchase additional 681,818 shares of common stock, in an underwritten public offering at a price to the public of $33.00 per share. We received net proceeds of approximately $161.6 million from the sale of shares in the offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the condensed consolidated financial statements and accompanying disclosures. Actual results may be different. Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for loss contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. Research and Development Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments that do not represent payments of contingent purchase price from business combinations that are made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset. Contingent Purchase Price From Sale of Business The Company has contingent assets for certain specified calendar year net sales milestones as part of the 2016 divestitures of its hemostasis portfolio consisting of PreveLeak, Raplixa and Recothrom (the Hemostasis Business) to wholly owned subsidiaries of Mallinckrodt plc (Mallinckrodt) and its non-core cardiovascular assets consisting of Kengreal, Cleviprex and rights to Argatroban for Injection (the Non-Core ACC Products) to Chiesi USA, Inc. (Chiesi USA) and its parent company Chiesi Farmaceutici S.p.A. (Chiesi), which in each case are reflected as contingent purchase price from sale of businesses on the accompanying condensed consolidated balance sheets. The Company also has contingent assets for royalties associated with the sale of the infectious disease business to Melinta, which is reflected as contingent purchase price from sale of business on the accompanying condensed consolidated balance sheets. The Company will recognize any increases in the carrying amount when the milestones or royalties are achieved and reduce the carrying amount as payments are received. The Company will recognize an impairment of the carrying amount when it determines it is probable that the asset has been impaired and the amount of the loss can be reasonably estimated. The Company noted no impairment on the carrying amount of the contingent assets. In addition, the Company determined that the fair values of these contingent payments to be received from Mallinckrodt, Chiesi and Melinta, respectively, are not readily determinable at September 30, 2019, as the estimated future net sales of each of the respective products are determined by the future actions of such parties. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU No. 2016-02 or Topic 842) and subsequent ASUs issued in 2018 and 2019 that contained improvements to this guidance. This new guidance on leasing will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. The Company adopted this new guidance on leasing on January 1, 2019. The Company elected the package of practical expedients upon transition that allows the Company not to reassess the lease classification for expired and existing leases, whether initial direct costs qualify for capitalization for any expired or existing leases or whether any expired contracts are or contain leases. Additionally, the Company elected the optional transition method that allows for a cumulative effect adjustment in the period of adoption and did not restate prior periods. The adoption of the new guidance on leasing resulted in the recognition of a right-of-use asset of $34.9 million and lease obligations of $41.2 million . The difference between the right-of-use assets and the lease obligations is primarily due to unamortized lease incentives and deferred rent related to the Company’s operating leases at December 31, 2018. The impact of the adoption of Topic 842 on the accompanying condensed consolidated balance sheet as of January 1, 2019 was as follows (in thousands): December 31, 2018 Adoption Adjustment January 1, 2019 Other assets $ 4,924 $ 34,925 $ 39,849 Other current liabilities $ — $ 7,508 $ 7,508 Other liabilities $ 12,787 $ 27,417 $ 40,204 The adoption of the new guidance did not have a material impact on the condensed consolidated statement of operations. For further details regarding the adoption of this standard see Note 16, “Leases.” In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments” and subsequently amended by ASU 2019-04 and ASU 2019-05, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. This estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This ASU and its subsequent amendments are effective for public companies for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.

Stock Compensation Expense

Stock Compensation Expense	9 Months Ended
	Sep. 30, 2019
Share-based Payment Arrangement [Abstract]
Stock Compensation Expense	Stock Compensation Expense The Company recorded stock compensation expense of approximately $4.3 million and $4.2 million for the three months ended September 30, 2019 and 2018 , respectively, and $14.5 million and $13.2 million for the nine months ended September 30, 2019 and 2018 , respectively. As of September 30, 2019 , there was approximately $59.2 million of total unrecognized compensation costs related to non-vested share-based employee compensation arrangements granted under the Company’s equity compensation plans. The Company expects to recognize those costs, exclusive of $39.7 million related to stock options which will vest upon the achievement of specified performance goals, over a weighted average period of 1.3 years. During the nine months ended September 30, 2019 and 2018 , the Company issued a total of 546,570 and 753,452 , respectively, of shares of its common stock upon the exercise of stock options, grants of restricted stock, and purchases under the Company’s 2010 employee stock purchase plan (ESPP). Cash received from the exercise of stock options and purchases through the ESPP during the nine months ended September 30, 2019 and 2018 was $11.6 million and $15.6 million , respectively, and is included within the financing activities section of the accompanying condensed consolidated statements of cash flows.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	9 Months Ended
	Sep. 30, 2019
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic loss per share is computed by dividing consolidated net (loss) income by the weighted average number of shares of common stock outstanding during the period, excluding unvested restricted common shares. The potentially dilutive effect of the Company’s stock options, unvested restricted common stock, and convertible senior notes due 2022 (2022 Notes) on earnings per share is computed under the treasury stock method. In addition, the Company analyzes the potential dilutive effect of the convertible senior notes due 2023 (2023 Notes) and 2024 (2024 Notes) on earnings per share under the “if converted” method, in which it is assumed that the outstanding security converts into common stock at the beginning of the period, or at the time of issuance, if later. For periods of income from continuing operations when the effects are not anti-dilutive, diluted (loss) earnings per share is computed by dividing consolidated net (loss) income by the weighted average number of shares outstanding and the impact of all potential dilutive common shares, consisting primarily of stock options, unvested restricted common stock, shares issuable upon conversion of the 2022 Notes, 2023 Notes and 2024 Notes and stock purchase warrants. For periods of loss from continuing operations, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. Due to the periods of loss from continuing operations, the calculation of diluted loss per share for the three and nine months ended September 30, 2019 excluded 19,419,531 and 17,058,234 , respectively, of potentially dilutive stock options, warrants, restricted common shares, and shares issuable upon conversion of the 2022 Notes, 2023 Notes and 2024 Notes as their inclusion would have an anti-dilutive effect. The calculation of diluted loss per share for the three and nine months ended September 30, 2018 excluded 9,866,498 and 9,322,645 , respectively, of potentially dilutive stock options, stock purchase warrants, restricted common shares, and shares issuable upon conversion of the 2022 Notes and 2023 Notes as their inclusion would have an anti-dilutive effect.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes For the three months ended September 30, 2019 and 2018, the Company recorded a provision for income taxes of $0.01 million and benefit from income taxes of $16.1 million , respectively. The worldwide effective income tax rates for the Company for the three months ended September 30, 2019 and 2018 was (0.01)% and 23.73% , respectively. For the nine months ended September 30, 2019 and 2018 , the Company recorded a provision for income taxes of $0.02 million and a benefit from income taxes of $47.4 million , respectively. The worldwide effective income tax rates for the Company for the nine months ended September 30, 2019 and 2018 was (0.01)% and 19.9% , respectively. For the three and nine months ended September 30, 2019 , the Company’s income tax provision is primarily attributable to minimum state taxes and foreign taxes based on income. For the three and nine months ended September 30, 2018 , the Company’s benefit from income taxes is primarily attributable to the utilization of current period losses against a discrete provision for income taxes of $55.2 million from the sale of the Company’s infectious disease business. For further details regarding the sale of the infectious disease business see Note 15, “Discontinued Operations.” The Company considers all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed to reduce its deferred tax assets to the amount that is more likely than not to be realized. The Company placed significant weight on the fact that the Company expects to be in a cumulative net book loss for the three-year period ending December 31, 2019 in recording valuation allowances on substantial portions of its deferred tax assets as of September 30, 2019 . The Company will continue to evaluate its ability to realize its deferred tax assets on a periodic basis and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of ongoing tax audits and the regulatory approval of products currently under development. Any additional changes to the valuation allowance recorded on deferred tax assets in the future would impact the Company’s income taxes.

Cash and Cash Equivalents and I

Cash and Cash Equivalents and Investments	9 Months Ended
	Sep. 30, 2019
Investments, Debt and Equity Securities [Abstract]
Cash and Cash Equivalents and Investments	Cash and Cash Equivalents and Investments The Company considers all highly liquid investments purchased with original maturities at the date of purchase of three months or less to be cash equivalents. At September 30, 2019 and December 31, 2018 , the Company had cash and cash equivalents of $265.9 million and $238.3 million , respectively, which consisted of cash of $253.3 million and $226.0 million , and money market funds with original maturities of less than three months of $12.5 million and $12.3 million at September 30, 2019 and December 31, 2018 , respectively. As of September 30, 2019 and December 31, 2018 , the Company’s common stock investment in Melinta had a readily determinable fair value of $2.5 million and $2.6 million , respectively. During the three and nine months ended September 30, 2019 , the Company recognized losses of $1.9 million and $0.1 million , respectively, all of which was unrealized, in the accompanying condensed consolidated statements of operations, relating to the Company’s investment in Melinta. During the three and nine months ended September 30, 2018 , the Company recognized losses of $8.0 million and $41.4 million , respectively, all of which was unrealized, in the accompanying condensed consolidated statements of operations, relating to the Company’s investment in Melinta. Restricted Cash The Company had restricted cash of $4.5 million and $6.7 million at September 30, 2019 and December 31, 2018 , respectively which included $4.1 million and $6.3 million , respectively, reserved for outstanding letters of credit associated with foreign taxes, and $0.4 million and $0.4 million

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets consist of money market investments. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial assets and liabilities measured at fair value on a recurring basis Financial assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Except for the Company’s Level 2 liabilities which are discussed in Note 9 , “Convertible Senior Notes,” the following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018 , by level, within the fair value hierarchy: As of September 30, 2019 As of December 31, 2018 Assets and Liabilities Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of September 30, 2019 Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2018 (in thousands) Assets: Cash equivalents $ 12,506 $ — $ — $ 12,506 $ 12,298 $ — $ — $ 12,298 Short-term investment 2,525 — — 2,525 2,627 — — 2,627 Total assets at fair value $ 15,031 $ — $ — $ 15,031 $ 14,925 $ — $ — $ 14,925

Inventory

Inventory	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
Inventory	Inventory The major classes of inventory were as follows: September 30, December 31, (in thousands) Raw materials $ — $ 864 Work-in-progress — — Finished goods — — Total $ — $ 864 The Company reviews inventory, including inventory purchase commitments, for slow moving or obsolete amounts based on expected product sales volume and provides reserves against the carrying amount of inventory as appropriate. If annual volume is less than expected, the Company may be required to make additional allowances for excess or obsolete inventory in the future.

Convertible Senior Notes

Convertible Senior Notes	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Convertible Senior Notes	Convertible Senior Notes Convertible Senior Notes Due 2024 In December 2018 and January 2019, the Company issued, at par value, $172.5 million aggregate principal amount of 3.5% 2024 Notes. The 2024 Notes bear cash interest at a rate of 3.5% per year, payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2019. The 2024 Notes will mature on January 15, 2024. The net proceeds to the Company from the offering were $166.8 million after deducting commissions and the offering expenses payable by the Company. The 2024 Notes are governed by an indenture (the 2024 Notes Indenture) with Wells Fargo Bank, National Association, a national banking association, as trustee (the 2024 Notes Trustee). The 2024 Notes are senior unsecured obligations of the Company and will rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2024 Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company’s subsidiaries. Holders may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding October 15, 2023 only under the following circumstances: • during any calendar quarter commencing on or after March 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the 2024 Notes Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events. On or after October 15, 2023, until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s option, based upon a daily conversion value calculated on a proportionate basis for each trading day in a 40 trading day observation period (as more fully described in the 2024 Notes Indenture). The conversion rate for the 2024 Notes was initially, and remains, 39.692 shares of the Company’s common stock per $1,000 principal amount of the 2024 Notes, which is equivalent to an initial conversion price of approximately $25.19 per share of the Company’s common stock. During the second quarter of 2019 and continuing into the third quarter of 2019, the conditional conversion feature of the 2024 Notes was triggered based on the trading price of the Company’s common stock, and the holders are currently entitled to convert the 2024 Notes through December 31, 2019. From July 1, 2019 through October 28, 2019, no holders of the 2024 Notes exercised their conversion option. In the event that the holders elect to convert their 2024 Notes, the Company intends to deliver shares of the Company’s common stock. As of September 30, 2019 , the value of the convertible portion of the 2024 Notes exceeds the principal amount by $169.9 million . If the Company undergoes a fundamental change (as defined in the 2024 Notes Indenture), subject to certain conditions, holders of the 2024 Notes may require the Company to repurchase for cash all or part of their 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2024 Notes Indenture governing the 2024 Notes contains customary events of default with respect to the 2024 Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2024 Notes when due and payable) occurring and continuing, the 2024 Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2024 Notes by notice to the Company and the 2024 Notes Trustee, may, and the 2024 Notes Trustee at the request of such holders (subject to the provisions of the 2024 Notes Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2024 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the 2024 Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. In accounting for the issuance of the 2024 Notes, the Company separated the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2024 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the five -year term of the 2024 Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2024 Notes was $44.4 million and was recorded in additional paid-in capital on the accompanying consolidated balance sheet. In accounting for the transaction costs related to the issuance of the 2024 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2024 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the five -year term of the 2024 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. Additionally, the Company initially recorded a net deferred tax liability of $12.5 million in connection with the 2024 Notes. The 2024 Notes consist of the following: Liability component September 30, 2019 December 31, 2018 (in thousands) Principal $ 172,500 $ 163,000 Less: Debt discount, net(1) (44,037 ) (47,010 ) Net carrying amount $ 128,463 $ 115,990 _______________________________________ (1) Included in the accompanying consolidated balance sheets within convertible senior notes (due 2024) and amortized to interest expense over the remaining life of the 2024 Notes using the effective interest rate method. The fair value of the 2024 Notes was approximately $377.3 million as of September 30, 2019 . The Company estimates the fair value of its 2024 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2024 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7, “Fair Value Measurements,” for definitions of hierarchy levels. As of September 30, 2019 , the remaining contractual life of the 2024 Notes is approximately 4.3 years. The following table sets forth total interest expense recognized related to the 2024 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) (in thousands) Contractual interest expense $ 1,510 $ — $ 4,428 $ — Amortization of debt discount 2,004 — 5,683 — Total $ 3,514 $ — $ 10,111 $ — Effective interest rate of the liability component 11.15 % — % 11.15 % — % Convertible Senior Notes Due 2023 In June 2016, the Company issued, at par value, $402.5 million aggregate principal amount of 2.75% 2023 Notes. The 2023 Notes bear cash interest at a rate of 2.75% per year, payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2017. The 2023 Notes will mature on July 15, 2023. The net proceeds to the Company from the offering were $390.8 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by the Company. The 2023 Notes are governed by an indenture (the 2023 Notes Indenture) with Wells Fargo Bank, National Association, a national banking association, as trustee (the 2023 Notes Trustee). The 2023 Notes are senior unsecured obligations of the Company and will rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2023 Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company’s subsidiaries. Holders may convert their 2023 Notes at their option at any time prior to the close of business on the business day immediately preceding April 15, 2023 only under the following circumstances: • during any calendar quarter commencing on or after September 30, 2016 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the 2023 Notes Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • during any period after the Company has issued notice of redemption until the close of business on the scheduled trading day immediately preceding the relevant redemption date; or • upon the occurrence of specified corporate events. On or after April 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2023 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s option, based upon a daily conversion value calculated on a proportionate basis for each trading day in a 50 trading day observation period (as more fully described in the 2023 Notes Indenture). The conversion rate for the 2023 Notes was initially, and remains, 20.4198 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes, which is equivalent to an initial conversion price of approximately $48.97 per share of the Company’s common stock. The Company may not redeem the 2023 Notes prior to July 15, 2020. The Company may redeem for cash all or any portion of the 2023 Notes, at its option, on or after July 15, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect on the last trading day of, and for at least 19 other trading days (whether or not consecutive) during, any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No redemption date may be designated that falls on or after the 52 nd scheduled trading date prior to maturity. No sinking fund is provided for the 2023 Notes, which means that the Company is not required to redeem or retire the 2023 Notes periodically. If the Company undergoes a fundamental change (as defined in the 2023 Notes Indenture), subject to certain conditions, holders of the 2023 Notes may require the Company to repurchase for cash all or part of their 2023 Notes at a repurchase price equal to 100% of the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2023 Notes Indenture governing the 2023 Notes contains customary events of default with respect to the 2023 Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2023 Notes when due and payable) occurring and continuing, the 2023 Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2023 Notes by notice to the Company and the 2023 Notes Trustee, may, and the 2023 Notes Trustee at the request of such holders (subject to the provisions of the 2023 Notes Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2023 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the 2023 Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. In accounting for the issuance of the 2023 Notes, the Company separated the 2023 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2023 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the seven -year term of the 2023 Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2023 Notes is $101.0 million and is recorded in additional paid-in capital on the accompanying condensed consolidated balance sheet. In accounting for the transaction costs related to the issuance of the 2023 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2023 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the seven -year term of the 2023 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. Additionally, the Company initially recorded a net deferred tax liability of $33.5 million in connection with the 2023 Notes. The 2023 Notes consist of the following: Liability component September 30, 2019 December 31, 2018 (in thousands) Principal $ 402,500 $ 402,500 Less: Debt discount, net (1) (65,972 ) (76,925 ) Net carrying amount $ 336,528 $ 325,575 _______________________________________ (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes (due 2023) and amortized to interest expense over the remaining life of the 2023 Notes using the effective interest rate method. The fair value of the 2023 Notes was approximately $493.7 million as of September 30, 2019 . The Company estimates the fair value of its 2023 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2023 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7 , “Fair Value Measurements,” for definitions of hierarchy levels. As of September 30, 2019 , the remaining contractual life of the 2023 Notes is approximately 3.8 years. The following table sets forth total interest expense recognized related to the 2023 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) (in thousands) Contractual interest expense $ 2,767 $ 2,768 $ 8,301 $ 8,302 Amortization of debt discount 3,738 3,461 10,954 10,143 Total $ 6,505 $ 6,229 $ 19,255 $ 18,445 Effective interest rate of the liability component 7.5 % 7.5 % 7.5 % 7.5 % Capped call transactions In June 2016, the Company entered into capped call transactions with certain counterparties of the 2023 Notes or their respective affiliates or other financial institutions. The Company used approximately $33.9 million of the net proceeds from the offering to pay the cost of the capped call transactions, which is included as a net reduction to additional paid-in capital on the accompanying condensed consolidated balance sheet. The capped call transactions are expected to reduce the potential dilution with respect to shares of the Company’s common stock upon any conversion of the 2023 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2023 Notes, as the case may be, if the market price of the Company’s common stock is then greater than the strike price of the capped call transactions. Such reduction of potential dilution or offset of cash payments is subject to a cap based on the cap price of the capped call transactions. The cap price of the capped calls is currently $64.68 . For any conversions of the 2023 Notes prior to the close of business on the 52 nd scheduled trading day immediately preceding the stated maturity date of the 2023 Notes, including without limitation upon an acquisition of the Company or similar business combination, a corresponding portion of the capped calls will be terminated. Upon such termination, the portion of the capped calls being terminated will be settled at fair value (subject to certain limitations), as determined by the counterparties to the capped calls and no payments will be due from the Company to such counterparties. The capped calls expire on the earlier of (i) the last day on which any Convertible Securities remain outstanding and (ii) the second “Scheduled Trading Day” (as defined in the 2023 Notes Indenture) immediately preceding the “Maturity Date” (as defined in the 2023 Notes Indenture). Convertible Senior Notes Due 2022 In January 2015, the Company issued, at par value, $400.0 million aggregate principal amount of 2.5% 2022 Notes. The 2022 Notes bear cash interest at a rate of 2.5% per year, payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2015. The 2022 Notes will mature on January 15, 2022. The net proceeds to the Company from the offering were $387.2 million after deducting the initial purchasers’ discounts and commissions and the offering expenses payable by the Company. The 2022 Notes are governed by an indenture (the 2022 Notes Indenture) with Wells Fargo Bank, National Association, a national banking association, as trustee (the 2022 Notes Trustee). The 2022 Notes are senior unsecured obligations of the Company and will rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the 2022 Notes; equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and other liabilities (including trade payables) incurred by the Company’s subsidiaries. Holders may convert their 2022 Notes at their option at any time prior to the close of business on the business day immediately preceding October 15, 2021 only under the following circumstances: • during any calendar quarter commencing on or after March 31, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the 2022 Notes Indenture) per $1,000 principal amount of 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • during any period after the Company has issued notice of redemption until the close of business on the scheduled trading day immediately preceding the relevant redemption date; or • upon the occurrence of specified corporate events. On or after October 15, 2021, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2022 Notes at any time, regardless of the circumstances described above. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2022 Notes to be converted and deliver shares of its common stock in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of 2022 Notes being converted, subject to a daily share cap. During the third quarter of 2019, the conditional conversion feature of the 2022 Notes was triggered based on the trading price of the Company’s common stock during the third quarter of 2019, and the holders are currently entitled to convert the 2022 Notes through December 31, 2019. In any period when holders of the 2022 Notes are eligible to exercise their conversion option, the liability component related to the 2022 Notes is classified as current and the equity component related to the 2022 Notes is classified as mezzanine (temporary) equity, as the Company is required to settle the aggregate principal amount of the notes in cash. If in any future period the conversion threshold requirements of the 2022 Notes are not met, then the liability component of the 2022 Notes will be classified as non-current and the difference between (1) the amount of cash deliverable upon conversion (i.e., par value of debt) and (2) the carrying value of the debt component will be reclassified from mezzanine equity to permanent equity, and will continue to be reported as permanent equity for any period in which the debt is not currently convertible. From October 1, 2019 through October 28, 2019 no holders of the 2022 Notes exercised their conversion option. The conversion rate for the 2022 Notes was initially, and remains, 29.8806 shares of the Company’s common stock per $1,000 principal amount of the 2022 Notes, which is equivalent to an initial conversion price of approximately $33.47 per share of the Company’s common stock. The Company may redeem for cash all or any portion of the 2022 Notes, at its option, on or after January 15, 2019 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect on the last trading day of, and for at least 19 other trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2022 Notes, which means that the Company is not required to redeem or retire the 2022 Notes periodically. During the third quarter of 2019, the conditional call feature of the 2022 Notes was triggered based on the trading price of the Company’s common stock during the third quarter of 2019. As of October 29, 2019 the Company has not elected to call the 2022 Notes. If the Company undergoes a “fundamental change” (as defined in the Indenture governing the 2022 Notes Indenture), subject to certain conditions, holders of the 2022 Notes may require the Company to repurchase for cash all or part of their 2022 Notes at a repurchase price equal to 100% of the principal amount of the 2022 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2022 Notes Indenture contains customary events of default with respect to the 2022 Notes, including that upon certain events of default (including the Company’s failure to make any payment of principal or interest on the 2022 Notes when due and payable) occurring and continuing, the 2022 Notes Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding 2022 Notes by notice to the Company and the 2022 Notes Trustee, may, and the 2022 Notes Trustee at the request of such holders (subject to the provisions of the 2022 Notes Indenture) shall, declare 100% of the principal of and accrued and unpaid interest, if any, on all the 2022 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company or a significant subsidiary, 100% of the principal of and accrued and unpaid interest on the 2022 Notes will automatically become due and payable. Upon such a declaration of acceleration, such principal and accrued and unpaid interest, if any, will be due and payable immediately. In accounting for the issuance of the 2022 Notes, the Company separated the 2022 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2022 Notes as a whole. The excess of the principal amount of the liability component over its carrying amount, referred to as the debt discount, is amortized to interest expense over the seven -year term of the 2022 Notes. The equity component is not re-measured as long as it continues to meet the conditions for equity classification. The equity component related to the 2022 Notes was $88.9 million and was recorded in additional paid-in capital on the accompanying condensed consolidated balance sheets. In accounting for the transaction costs related to the issuance of the 2022 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2022 Notes based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the seven -year term of the 2022 Notes, and transaction costs attributable to the equity component are netted with the equity components in stockholders’ equity. Additionally, the Company initially recorded a net deferred tax liability of $31.8 million in connection with the 2022 Notes. The 2022 Notes consist of the following: Liability component September 30, 2019 December 31, 2018 (in thousands) Principal $ 399,997 $ 399,997 Less: Debt discount, net (1) (37,685 ) (48,810 ) Net carrying amount $ 362,312 $ 351,187 _______________________________________ (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes (due 2022) and amortized to interest expense over the remaining life of the 2022 Notes using the effective interest rate method. The fair value of the 2022 Notes was approximately $612.9 million as of September 30, 2019 . The Company estimates the fair value of its 2022 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2022 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities, which are classified as Level 2 measurements within the fair value hierarchy. See Note 7 , “Fair Value Measurements,” for definitions of hierarchy levels. As of September 30, 2019 , the remaining contractual life of the 2022 Notes is approximately 2.3 years. As of September 30, 2019 the value of the convertible portion of the 2022 Notes exceeds the principal amount by $197.6 million . The following table sets forth total interest expense recognized related to the 2022 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) (in thousands) Contractual interest expense $ 2,500 $ 2,500 $ 7,500 $ 7,500 Amortization of debt discount 3,787 3,535 11,125 10,383 Total $ 6,287 $ 6,035 $ 18,625 $ 17,883 Effective interest rate of the liability component 6.5 % 6.5 % 6.5 % 6.5 %

Accumulated Other Comprehensive

Accumulated Other Comprehensive Loss	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Accumulated Other Comprehensive Loss	Accumulated Other Comprehensive Loss The following tables provide a reconciliation of the components of accumulated other comprehensive loss , net of tax, attributable to the Company for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, 2019 2018 Foreign currency translation adjustment Total Foreign currency translation adjustment Total (in thousands) Balance at beginning of period $ (4,601 ) $ (4,601 ) $ (4,594 ) $ (4,594 ) Other comprehensive income (loss) 58 58 (11 ) (11 ) Total other comprehensive income (loss) 58 58 (11 ) (11 ) Balance at end of period $ (4,543 ) $ (4,543 ) $ (4,605 ) $ (4,605 ) Nine Months Ended September 30, 2019 2018 Foreign currency translation adjustment Total Foreign currency translation adjustment Total (in thousands) Balance at beginning of period $ (4,576 ) $ (4,576 ) $ (5,183 ) $ (5,183 ) Other comprehensive loss before reclassifications 33 33 (605 ) (605 ) Amounts reclassified from accumulated other comprehensive loss (1) — — 1,183 1,183 Total other comprehensive (loss) income 33 33 578 578 Balance at end of period $ (4,543 ) $ (4,543 ) $ (4,605 ) $ (4,605 )

Segment and Geographic Informat

Segment and Geographic Information	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Segment and Geographic Information	Segment and Geographic Information The Company manages its business and operations as one segment and is focused on inclisiran as a transformative treatment for ASCVD. The Company allocates resources and assesses financial performance on a consolidated basis. In August 2018, the Company divested its rights to branded Angiomax in the United States to Sandoz, as a result, it no longer has any marketed products. The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. Long-lived assets are comprised of the Company’s noncurrent assets. September 30, 2019 December 31, 2018 ($ in thousands) Long-lived assets: United States $ 564,920 99.0 % $ 541,268 99.0 % Europe 5,593 1.0 % 5,615 1.0 % Rest of world 28 — % — — % Total long-lived assets $ 570,541 100.0 % $ 546,883 100.0 %

Contingencies

Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company accrues for loss contingencies when available information indicates that it is probable that a liability has been incurred and the amount of such loss can be reasonably estimated. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible. The Company is currently party to certain legal proceedings, which are principally contractual litigation matters related to license agreements and divestiture agreements. The Company has assessed such legal proceedings and recorded a loss contingency of $5.2 million during 2018 as a result of settlement of the litigation with Biogen Idec (Biogen) related to Angiomax under the Company’s license agreement with Biogen. For all other matters the Company does not believe that it is probable that a liability has been incurred or that the amount of any potential liability can be reasonably estimated. As a result, the Company did not record a loss contingency related to any of these matters. While it is not possible to determine the outcome of these matters, the Company believes that the resolution of all such matters will not have a material adverse effect on its financial position or liquidity, but could possibly be material to its results of operations in any one accounting period.

Restructuring

Restructuring	9 Months Ended
	Sep. 30, 2019
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring 2018 Workforce Reduction In October 2017, the Company announced its intention to commence a series of workforce reductions, independent of the divestiture of the Company’s infectious disease business (the Workforce Reductions), to improve efficiencies and better align its costs and structure. The Workforce Reductions and the infectious disease business divestiture resulted in the Company reducing its personnel to less than 60 full time employees at such time. Upon signing release agreements, affected employees received the Company’s severance package, including reduction payments and fully paid health care coverage and outplacement services for six months to a year. The impacted employees were eligible to receive severance payments in specified amounts, health benefits and outplacement services. For the three and nine months ended September 30, 2019, there were no material restructuring charges. For the three months ended September 30, 2018, , there were no material restructuring charges. For the nine months ended September 30, 2018, the Company recorded $0.6 million , $3.6 million , and $8.6 million in costs of revenue, research and development and selling, general and administrative expenses, respectively, in the accompanying condensed consolidated statement of operations based on responsibilities of the impacted employees. The following table sets forth details regarding the activities described above during the nine months ended September 30, 2019 : Balance as of January 1, 2019 Expenses, Net Cash Noncash Balance as of September 30, 2019 (in thousands) 2018 Workforce reduction $ 2,334 $ — $ (2,151 ) $ (146 ) $ 37

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Arrangements Involving the Company’s Executive Officers

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Discontinued Operations Sale of Infectious Disease Business On January 5, 2018, the Company completed the sale of its infectious disease business, consisting of the products Vabomere, Orbactiv and Minocin IV and line extensions thereof, and substantially all of the assets related thereto, other than certain pre-clinical assets, to Melinta. At the completion of the sale, the Company received approximately $166.4 million and 3,313,702 shares of Melinta common stock having a market value, based on Melinta's closing share price on January 5, 2018, of approximately $54.5 million . The Company’s common stock investment in Melinta was recorded as a short-term investment with a readily determinable fair value at September 30, 2019 of $2.5 million on the accompanying condensed consolidated balance sheet. See Note 6 “Cash, Cash Equivalents and Investments” for further details. In addition, the Company is entitled to receive a cash payment payable 12 months following the closing of the transaction equal to $25.0 million and a cash payment payable 18 months following the closing of the transaction equal to $25.0 million . On January 5, 2018 the fair value of such payments was approximately $45.9 million , of which $23.3 million was originally recorded in prepaid expenses and other current assets and $22.6 million was originally recorded in other assets on the condensed consolidated balance sheet. Such fair value was estimated using a discounted cash flow model and was classified as a Level 3 fair value measurement due to the use of significant unobservable inputs. See Note 7, “Fair Value Measurements,” for definitions of hierarchy levels. The excess of the cash payments payable to the Company over the initial fair value was amortized to interest income over the 12 and 18 month periods using the effective interest rate method. As of September 30, 2019 , the carrying amounts of these assets of $50.0 million approximate their fair value due to the short term nature of the payments. The Company is also entitled to tiered royalty payments of 5% to 25% on worldwide net sales of (a) Vabomere and (b) Orbactiv and Minocin IV, collectively. On January 5, 2018, the fair value of these contingent payments to be received from Melinta was $246.2 million and was recorded as contingent purchase price from sale of businesses in the accompanying condensed consolidated balance sheet. Substantially all of the fair value was estimated using Monte Carlo simulation models to compute contractual payments which were present valued using a risk-adjusted discount rate. The Company classified this as a Level 3 fair value measurement due to the use of these significant unobservable inputs. See Note 7, “Fair Value Measurements,” for definitions of hierarchy levels. In addition, Melinta assumed the Company’s obligation to make potential milestone payments due under the Company’s acquisition agreement with Rempex Pharmaceuticals, Inc. (Rempex) related to regulatory and sales based milestones of up to $35 million and $120 million , respectively. This is inclusive of a $30 million milestone payment to the former owners of the infectious disease business (Vabomere Milestone Payment), achieved upon receipt of regulatory approval of Vabomere by the European Medicines Agency. As regulatory approval was received by Melinta in November 2018, the Vabomere Milestone Payment is due. The Company remains ultimately responsible to pay the Vabomere Milestone Payment under its agreement with the former owners of the infectious disease business; however the Company believes that it is responsible for such payment only if the former owners of the infectious disease business are unable to collect from Melinta after exercising due diligence in attempting to collect from Melinta before seeking to collect from the Company. In December 2018, Melinta filed a complaint in the Court of Chancery of the State of Delaware alleging that the Company breached certain representations and warranties in the purchase and sale agreement pursuant to which Melinta acquired the Company’s infectious disease business. In connection with the lawsuit, Melinta is seeking indemnification under the purchase and sale agreement and notified the Company that it would not be paying the Vabomere Milestone Payment or the two $25 million deferred payments due to the Company under the purchase and sale agreement because Melinta believes it has the right to set-off such payments against its claimed damages in its lawsuit. The Company contested Melinta’s indemnification and right of set-off assertions. The Company has contested Melinta’ position, and on December 28, 2018, January 22, 2019 and July 16, 2019, the Company sent demand letters to Melinta regarding its failure to pay the Vabomere Milestone Payment, the first deferred payment and the second deferred payment, respectively. Relatedly, on January 7, 2019, the Company received a letter on behalf of Fortis Advisors LLC, (Fortis), in its capacity as the representative for the interests of former equity holders of Rempex, demanding that the Company pay the Vabomere Milestone Payment. On January 28, 2019, the Company notified Fortis that, while the Company agrees it is ultimately responsible for the Vabomere Milestone Payment even though the payment was assumed by Melinta, the Company believes it is responsible for such payment only if Fortis is unable to collect from Melinta after exercising due diligence in attempting to collect from Melinta before seeking to collect from the Company. On March 28, 2019, Fortis filed a complaint in the Court of Chancery of the State of Delaware against Melinta and the Company regarding the non-payment of the Vabomere Milestone Payment. On April 18, 2019, the Company filed an answer to Fortis’s complaint and a crossclaim against Melinta, alleging breach of contract and requesting that the Court order Melinta to fulfill its obligations under the purchase and sale agreement, including complying with payment obligations in connection with the Vabomere Milestone Payment, among other relief. That same day, Melinta filed a motion to dismiss Fortis’s complaint, and filed its opening brief in support of that motion on May 31, 2019. On May 3, 2019, the Company filed a motion to dismiss Melinta’s amended complaint against it, and on June 10, 2019, the Company filed its opening brief in support of that motion. On May 8, 2019, Melinta filed its answer to the Company’s crossclaim. On May 20, 2019, Fortis filed both a motion for partial judgment on the pleadings against the Company and its brief in support of that motion. On June 21, 2019, the Company filed both a motion for judgment on the pleadings against Melinta and a combined answering and opening brief, which both opposed Fortis’s motion for partial judgment on the pleadings and supported the Company’s affirmative motion for judgment on the pleadings against Melinta. Fortis filed its reply brief in further support of its motion on July 10, 2019. Melinta filed its answering brief in opposition to the Company’s motion to dismiss on August 2, 2019, and the Company filed its reply brief in further support of its motion on September 6, 2019. Melinta filed its answering brief in opposition to the Company’s motion on August 7, 2019, and the Company filed its reply brief in further support of its motion on September 11, 2019. Oral argument on Fortis’s motion for partial judgment on the pleadings occurred on September 19, 2019 and a decision from the judge on the motion is pending. The Company and Melinta agreed to postpone oral argument on the Company’s motion for judgment on the pleadings against Melinta from September 19, 2019 to January 8, 2020. Although the Company vigorously contests Fortis’s claims on the basis that they must first exercise due diligence in attempting to collect the Vabomere Milestone Payment from Melinta before they seek to collect from the Company, litigation is subject to inherent uncertainty. The Company believes Melinta’s claims are meritless and it will vigorously defend any and all claims brought against itself by Melinta and seek full payment by Melinta of its obligations under the purchase and sale agreement. Financial results of the infectious disease business are presented as “Income (loss) from discontinued operations, net of tax” on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2018 . The following table presents key financial results of the infectious disease business included in “Income (loss) from discontinued operations, net of tax” for the three and nine months ended September 30, 2018 . Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 (In thousands) Net product revenues $ — $ (107 ) Operating expenses: Cost of revenue — 197 Research and development 24 534 Selling, general and administrative (80 ) 2,997 Total operating expenses (56 ) 3,728 Income (loss) from operations 56 (3,835 ) Gain from sale of business — 168,955 Other (expense) income, net (52 ) 358 Income from discontinued operations before income taxes 4 165,478 Benefit from income taxes 4,003 55,236 (loss) income from discontinued operations, net of tax $ (3,999 ) $ 110,242 Cumulative translation adjustment (CTA) gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sale of the infectious disease business, the Company reclassified $1.2 million of CTA gains from accumulated comprehensive loss to the Company’s results of discontinued operations. This amount was included in gain from sale of business for the nine months ended September 30, 2018. Disposition related costs during the nine months ended September 30, 2018 of approximately $11.9 million for advisory, legal and regulatory fees incurred in connection with the sale of the infectious disease business were recorded in the gain from the sale of the business. The significant cash flow items from discontinued operations for the nine months ended September 30, 2018 were as follows: Nine months ended September 30, 2018 (In thousands) Gain on sale of business $ (168,955 ) Proceeds from sale of business 166,383

Leases

Leases	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Leases	Leases The Company leases its principal office in Parsippany, New Jersey, U.S. The lease for the Parsippany office covers 173,146 square feet and expires January 2024. The Company also leases 63,000 square feet of office and laboratory space in San Diego, California. This lease expires in September 2028. On January 11, 2018, the Company entered into an agreement to sublease 32,039 square feet of the office and laboratory space in San Diego. On August 24, 2018, the Company entered into an agreement to sublease the remaining office and laboratory space in San Diego. The sublease agreements have initial terms of 84 months and 48 months, respectively. The Company recognizes lease expense on a straight-line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, the Company elected to account for non-lease components associated with its leases and lease components as a single lease component. The Company’s lease and sublease portfolio consists of operating leases and are included on the accompanying condensed consolidated balance sheet as follows: September 30, (in thousands) Other assets $ 31,554 Liabilities Other current liabilities $ 7,587 Other liabilities 30,106 Total Lease Liabilities $ 37,693 Equipment leases with an initial term of 12 months or less are not recorded on the accompanying condensed consolidated balance sheet. The Company recognizes rent expense for these leases on a straight-line basis over the lease term and is not material. The Company recognizes a right-of-use asset, which represents the Company’s right to use the underlying asset for the lease term, and a lease liability, which represents the present value of the Company’s obligation to make payments arising over the lease term. The present value of the lease payments are calculated using an incremental borrowing rate as the Company’s leases do not provide an implicit interest rate. The Company’s weighted average discount rate and lease terms for its operating leases as of September 30, 2019 was 8.61% and 6.8 years , respectively. For the three months ended September 30, 2019 , the Company recorded operating lease costs and sublease income of $1.8 million and $0.8 million , respectively, in selling, general and administrative expenses, in the accompanying condensed consolidated statements of operations. For the nine months ended September 30, 2019 , the Company recorded operating lease costs and sublease income of $5.3 million and $2.3 million , respectively, in selling, general and administrative expenses, in the accompanying condensed consolidated statements of operations. The accompanying statement of cash flows includes $3.7 million in net cashed used in operating activities, related to net cash payments for operating leases. The Company’s operating lease payments for the remainder of 2019 is expected to be $2.0 million , and for the years ended December 31, 2020, 2021, 2022, 2023 and thereafter are expected to be $8.6 million , $8.7 million , $8.8 million , $6.6 million and $15.4 million , respectively, inclusive of interest of approximately $12.1 million .

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting solely of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, comprehensive loss , and cash flows for the periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned and majority owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has no unconsolidated subsidiaries. The Company’s results of operations for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected from the Company for the entire fiscal year or any other quarter of the fiscal year ending December 31, 2019 . These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the 2018 Form 10-K.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs, expenses and accumulated other comprehensive loss that are reported in the condensed consolidated financial statements and accompanying disclosures. Actual results may be different.
Contingencies	Contingencies The Company may be, from time to time, a party to various disputes and claims arising from normal business activities. The Company continually assesses litigation to determine if an unfavorable outcome would lead to a probable loss or reasonably possible loss which could be estimated. In accordance with the guidance of the Financial Accounting Standards Board (FASB) on accounting for loss contingencies, the Company accrues for all contingencies at the earliest date at which the Company deems it probable that a liability has been incurred and the amount of such liability can be reasonably estimated. If the estimate of a probable loss is a range and no amount within the range is more likely than another, the Company accrues the minimum of the range. In the cases where the Company believes that a reasonably possible loss exists, the Company discloses the facts and circumstances of the litigation, including an estimable range, if possible.
Research and Development	Research and Development Research and development costs are expensed as incurred. Clinical study costs are accrued over the service periods specified in the contracts and adjusted as necessary based upon an ongoing review of the level of effort and costs actually incurred. Payments for a product license prior to regulatory approval of the product and payments for milestones achieved prior to regulatory approval of the product are expensed in the period incurred as research and development. Milestone payments that do not represent payments of contingent purchase price from business combinations that are made in connection with regulatory approvals are capitalized and amortized to cost of revenue over the remaining useful life of the asset.
Contingent Purchase Price From Sale of Business	Contingent Purchase Price From Sale of Business The Company has contingent assets for certain specified calendar year net sales milestones as part of the 2016 divestitures of its hemostasis portfolio consisting of PreveLeak, Raplixa and Recothrom (the Hemostasis Business) to wholly owned subsidiaries of Mallinckrodt plc (Mallinckrodt) and its non-core cardiovascular assets consisting of Kengreal, Cleviprex and rights to Argatroban for Injection (the Non-Core ACC Products) to Chiesi USA, Inc. (Chiesi USA) and its parent company Chiesi Farmaceutici S.p.A. (Chiesi), which in each case are reflected as contingent purchase price from sale of businesses on the accompanying condensed consolidated balance sheets. The Company also has contingent assets for royalties associated with the sale of the infectious disease business to Melinta, which is reflected as contingent purchase price from sale of business on the accompanying condensed consolidated balance sheets. The Company will recognize any increases in the carrying amount when the milestones or royalties are achieved and reduce the carrying amount as payments are received. The Company will recognize an impairment of the carrying amount when it determines it is probable that the asset has been impaired and the amount of the loss can be reasonably estimated. The Company noted no impairment on the carrying amount of the contingent assets. In addition, the Company determined that the fair values of these contingent payments to be received from Mallinckrodt, Chiesi and Melinta, respectively, are not readily determinable at September 30, 2019, as the estimated future net sales of each of the respective products are determined by the future actions of such parties.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (ASU No. 2016-02 or Topic 842) and subsequent ASUs issued in 2018 and 2019 that contained improvements to this guidance. This new guidance on leasing will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. The Company adopted this new guidance on leasing on January 1, 2019. The Company elected the package of practical expedients upon transition that allows the Company not to reassess the lease classification for expired and existing leases, whether initial direct costs qualify for capitalization for any expired or existing leases or whether any expired contracts are or contain leases. Additionally, the Company elected the optional transition method that allows for a cumulative effect adjustment in the period of adoption and did not restate prior periods. The adoption of the new guidance on leasing resulted in the recognition of a right-of-use asset of $34.9 million and lease obligations of $41.2 million . The difference between the right-of-use assets and the lease obligations is primarily due to unamortized lease incentives and deferred rent related to the Company’s operating leases at December 31, 2018. The impact of the adoption of Topic 842 on the accompanying condensed consolidated balance sheet as of January 1, 2019 was as follows (in thousands): December 31, 2018 Adoption Adjustment January 1, 2019 Other assets $ 4,924 $ 34,925 $ 39,849 Other current liabilities $ — $ 7,508 $ 7,508 Other liabilities $ 12,787 $ 27,417 $ 40,204 The adoption of the new guidance did not have a material impact on the condensed consolidated statement of operations. For further details regarding the adoption of this standard see Note 16, “Leases.” In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit losses on Financial Instruments” and subsequently amended by ASU 2019-04 and ASU 2019-05, which introduces a forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. This estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. This ASU and its subsequent amendments are effective for public companies for fiscal years and interim periods within those fiscal years beginning after December 15, 2019, with early adoption permitted. The Company expects to adopt this guidance when effective and is currently evaluating the effect that the updated standard will have on its consolidated financial statements and related disclosures.
Earnings (Loss) Per Share	Basic loss per share is computed by dividing consolidated net (loss) income by the weighted average number of shares of common stock outstanding during the period, excluding unvested restricted common shares. The potentially dilutive effect of the Company’s stock options, unvested restricted common stock, and convertible senior notes due 2022 (2022 Notes) on earnings per share is computed under the treasury stock method. In addition, the Company analyzes the potential dilutive effect of the convertible senior notes due 2023 (2023 Notes) and 2024 (2024 Notes) on earnings per share under the “if converted” method, in which it is assumed that the outstanding security converts into common stock at the beginning of the period, or at the time of issuance, if later. For periods of income from continuing operations when the effects are not anti-dilutive, diluted (loss) earnings per share is computed by dividing consolidated net (loss) income by the weighted average number of shares outstanding and the impact of all potential dilutive common shares, consisting primarily of stock options, unvested restricted common stock, shares issuable upon conversion of the 2022 Notes, 2023 Notes and 2024 Notes and stock purchase warrants. For periods of loss from continuing operations, diluted loss per share is calculated similar to basic loss per share as the effect of including all potentially dilutive common share equivalents is anti-dilutive. Due to the periods of loss from continuing operations, the calculation of diluted loss per share for the three and nine months ended September 30, 2019 excluded 19,419,531 and 17,058,234 , respectively, of potentially dilutive stock options, warrants, restricted common shares, and shares issuable upon conversion of the 2022 Notes, 2023 Notes and 2024 Notes as their inclusion would have an anti-dilutive effect. The calculation of diluted loss per share for the three and nine months ended September 30, 2018 excluded 9,866,498 and 9,322,645 , respectively, of potentially dilutive stock options, stock purchase warrants, restricted common shares, and shares issuable upon conversion of the 2022 Notes and 2023 Notes as their inclusion would have an anti-dilutive effect.
Fair Value Measurements	Fair Value Measurements The Company applies a fair value framework in order to measure and disclose its financial assets and liabilities. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. The Company’s Level 1 assets consist of money market investments. Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Fair values are determined by utilizing quoted prices for similar assets and liabilities in active markets or other market observable inputs such as interest rates and yield curves. Level 3
Segment and Geographic Information	Segment and Geographic Information The Company manages its business and operations as one segment and is focused on inclisiran as a transformative treatment for ASCVD. The Company allocates resources and assesses financial performance on a consolidated basis. In August 2018, the Company divested its rights to branded Angiomax in the United States to Sandoz, as a result, it no longer has any marketed products.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Schedule of New Accounting Pronouncements and Changes in Accounting Principles	The impact of the adoption of Topic 842 on the accompanying condensed consolidated balance sheet as of January 1, 2019 was as follows (in thousands): December 31, 2018 Adoption Adjustment January 1, 2019 Other assets $ 4,924 $ 34,925 $ 39,849 Other current liabilities $ — $ 7,508 $ 7,508 Other liabilities $ 12,787 $ 27,417 $ 40,204

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Assets and Liabilities Measured at Fair Value on Recurring Basis	Except for the Company’s Level 2 liabilities which are discussed in Note 9 , “Convertible Senior Notes,” the following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2019 and December 31, 2018 , by level, within the fair value hierarchy: As of September 30, 2019 As of December 31, 2018 Assets and Liabilities Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of September 30, 2019 Quoted Prices In Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balance as of December 31, 2018 (in thousands) Assets: Cash equivalents $ 12,506 $ — $ — $ 12,506 $ 12,298 $ — $ — $ 12,298 Short-term investment 2,525 — — 2,525 2,627 — — 2,627 Total assets at fair value $ 15,031 $ — $ — $ 15,031 $ 14,925 $ — $ — $ 14,925

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2019
Inventory Disclosure [Abstract]
Schedule of Inventory	The major classes of inventory were as follows: September 30, December 31, (in thousands) Raw materials $ — $ 864 Work-in-progress — — Finished goods — — Total $ — $ 864

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Schedule of Debt	The 2022 Notes consist of the following: Liability component September 30, 2019 December 31, 2018 (in thousands) Principal $ 399,997 $ 399,997 Less: Debt discount, net (1) (37,685 ) (48,810 ) Net carrying amount $ 362,312 $ 351,187 _______________________________________ (1) The 2024 Notes consist of the following: Liability component September 30, 2019 December 31, 2018 (in thousands) Principal $ 172,500 $ 163,000 Less: Debt discount, net(1) (44,037 ) (47,010 ) Net carrying amount $ 128,463 $ 115,990 _______________________________________ (1) Included in the accompanying consolidated balance sheets within convertible senior notes (due 2024) and amortized to interest expense over the remaining life of the 2024 Notes using the effective interest rate method. The 2023 Notes consist of the following: Liability component September 30, 2019 December 31, 2018 (in thousands) Principal $ 402,500 $ 402,500 Less: Debt discount, net (1) (65,972 ) (76,925 ) Net carrying amount $ 336,528 $ 325,575 _______________________________________ (1) Included in the accompanying condensed consolidated balance sheets within convertible senior notes (due 2023) and amortized to interest expense over the remaining life of the 2023 Notes using the effective interest rate method.
Schedule of Interest Expense	The following table sets forth total interest expense recognized related to the 2023 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) (in thousands) Contractual interest expense $ 2,767 $ 2,768 $ 8,301 $ 8,302 Amortization of debt discount 3,738 3,461 10,954 10,143 Total $ 6,505 $ 6,229 $ 19,255 $ 18,445 Effective interest rate of the liability component 7.5 % 7.5 % 7.5 % 7.5 % The following table sets forth total interest expense recognized related to the 2022 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) (in thousands) Contractual interest expense $ 2,500 $ 2,500 $ 7,500 $ 7,500 Amortization of debt discount 3,787 3,535 11,125 10,383 Total $ 6,287 $ 6,035 $ 18,625 $ 17,883 Effective interest rate of the liability component 6.5 % 6.5 % 6.5 % 6.5 % The following table sets forth total interest expense recognized related to the 2024 Notes: Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 (in thousands) (in thousands) Contractual interest expense $ 1,510 $ — $ 4,428 $ — Amortization of debt discount 2,004 — 5,683 — Total $ 3,514 $ — $ 10,111 $ — Effective interest rate of the liability component 11.15 % — % 11.15 % — %

Accumulated Other Comprehensi_2

Accumulated Other Comprehensive Loss (Tables)	9 Months Ended
	Sep. 30, 2019
Equity [Abstract]
Schedule of Accumulated Other Comprehensive Loss	The following tables provide a reconciliation of the components of accumulated other comprehensive loss , net of tax, attributable to the Company for the three and nine months ended September 30, 2019 and 2018 : Three Months Ended September 30, 2019 2018 Foreign currency translation adjustment Total Foreign currency translation adjustment Total (in thousands) Balance at beginning of period $ (4,601 ) $ (4,601 ) $ (4,594 ) $ (4,594 ) Other comprehensive income (loss) 58 58 (11 ) (11 ) Total other comprehensive income (loss) 58 58 (11 ) (11 ) Balance at end of period $ (4,543 ) $ (4,543 ) $ (4,605 ) $ (4,605 ) Nine Months Ended September 30, 2019 2018 Foreign currency translation adjustment Total Foreign currency translation adjustment Total (in thousands) Balance at beginning of period $ (4,576 ) $ (4,576 ) $ (5,183 ) $ (5,183 ) Other comprehensive loss before reclassifications 33 33 (605 ) (605 ) Amounts reclassified from accumulated other comprehensive loss (1) — — 1,183 1,183 Total other comprehensive (loss) income 33 33 578 578 Balance at end of period $ (4,543 ) $ (4,543 ) $ (4,605 ) $ (4,605 )

Segment and Geographic Inform_2

Segment and Geographic Information (Tables)	9 Months Ended
	Sep. 30, 2019
Segment Reporting [Abstract]
Reconciliation of Assets from Segment to Consolidated	The geographic segment information provided below is classified based on the major geographic regions in which the Company operates. Long-lived assets are comprised of the Company’s noncurrent assets. September 30, 2019 December 31, 2018 ($ in thousands) Long-lived assets: United States $ 564,920 99.0 % $ 541,268 99.0 % Europe 5,593 1.0 % 5,615 1.0 % Rest of world 28 — % — — % Total long-lived assets $ 570,541 100.0 % $ 546,883 100.0 %

Restructuring (Tables)

Restructuring (Tables)	9 Months Ended
	Sep. 30, 2019
Restructuring and Related Activities [Abstract]
Restructuring Activity	The following table sets forth details regarding the activities described above during the nine months ended September 30, 2019 : Balance as of January 1, 2019 Expenses, Net Cash Noncash Balance as of September 30, 2019 (in thousands) 2018 Workforce reduction $ 2,334 $ — $ (2,151 ) $ (146 ) $ 37

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	The following table presents key financial results of the infectious disease business included in “Income (loss) from discontinued operations, net of tax” for the three and nine months ended September 30, 2018 . Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 (In thousands) Net product revenues $ — $ (107 ) Operating expenses: Cost of revenue — 197 Research and development 24 534 Selling, general and administrative (80 ) 2,997 Total operating expenses (56 ) 3,728 Income (loss) from operations 56 (3,835 ) Gain from sale of business — 168,955 Other (expense) income, net (52 ) 358 Income from discontinued operations before income taxes 4 165,478 Benefit from income taxes 4,003 55,236 (loss) income from discontinued operations, net of tax $ (3,999 ) $ 110,242 The significant cash flow items from discontinued operations for the nine months ended September 30, 2018 were as follows: Nine months ended September 30, 2018 (In thousands) Gain on sale of business $ (168,955 ) Proceeds from sale of business 166,383

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2019
Leases [Abstract]
Lessee, Operating Lease	The Company’s lease and sublease portfolio consists of operating leases and are included on the accompanying condensed consolidated balance sheet as follows: September 30, (in thousands) Other assets $ 31,554 Liabilities Other current liabilities $ 7,587 Other liabilities 30,106 Total Lease Liabilities $ 37,693

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Jun. 28, 2019	Sep. 30, 2019	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018	Jan. 31, 2015
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Accumulated deficit		$ 1,574,638,000	$ 1,574,600,000		$ 1,380,724,000
Price per share (USD per share)	$ 33
Cash, cash equivalents and short-term investments			$ 268,400,000
Right-of-use asset		31,554,000
Lease obligations		37,693,000
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Right-of-use asset				$ 34,900,000
Lease obligations				$ 41,200,000
Public Stock Offering
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares of common stock issued (in shares)	5,227,273
Proceeds from sale of shares	$ 161,600,000
Over-Allotment Option
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shares of common stock issued (in shares)	681,818
Senior Notes | Convertible Senior Notes Due 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Debt issued at par value						$ 400,000,000
Interest rate						2.50%
Carrying amount of debt		362,312,000			$ 351,187,000
Carrying amount, equity component		$ 33,500,000				$ 88,900,000

Significant Accounting Polici_5

Significant Accounting Policies - Impact of Adoption Of Topic 842 (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other assets		$ 39,849	$ 4,924
Other current liabilities	$ 7,587	7,508	0
Other liabilities	$ 35,141	40,204	$ 12,787
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Other assets		34,925
Other current liabilities		7,508
Other liabilities		$ 27,417

Stock Compensation Expense (Det

Stock Compensation Expense (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Payment Arrangement [Abstract]
Recorded share-based compensation expense	$ 4.3	$ 4.2	$ 14.5	$ 13.2
Total unrecognized compensation costs related to non-vested share-based compensation	59.2		59.2
Unrecognized compensation expense	$ 39.7		$ 39.7
Period for recognition			1 year 3 months 18 days
Common stock issued (in shares)			546,570	753,452
Cash received from exercise of stock options and purchases through the ESPP			$ 11.6	$ 15.6

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings Per Share [Abstract]
Antidilutive shares excluded from computation of diluted loss per share (in shares)	19,419,531	9,866,498	17,058,234	9,322,645

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Disclosure [Abstract]
Income tax provision (benefit)	$ 10	$ (16,066)	$ 20	$ (47,375)
Effective income tax rate	(0.01%)	23.73%	(0.01%)	19.90%
Discrete tax provision		$ 55,200		$ 55,200

Cash and Cash Equivalents and_2

Cash and Cash Equivalents and Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 265,850	$ 118,708	$ 265,850	$ 118,708	$ 238,310
Cash	253,300		253,300		226,000
Money market funds with original maturities of less than three months	12,500		12,500		12,300
Readily determinable fair value of common stock investment	2,525		2,525		2,627
Loss on short-term investment	1,893	7,953	102	41,416
Restricted Cash
Restricted cash	4,466	$ 5,410	4,466	$ 5,410	6,710
Restricted cash reserved for outstanding letters of credit associated with foreign taxes	4,100		4,100		6,300
Restricted cash reserved for other U.S. operating expenses	400		400		400
Melinta
Cash and Cash Equivalents [Line Items]
Readily determinable fair value of common stock investment	$ 2,500		$ 2,500		$ 2,600

Fair Value Measurements - Asset

Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets:
Cash equivalents	$ 12,506	$ 12,298
Short-term investment	2,525	2,627
Total assets at fair value	15,031	14,925
Quoted Prices In Active Markets for Identical Assets (Level 1)
Assets:
Cash equivalents	12,506	12,298
Short-term investment	2,525	2,627
Total assets at fair value	15,031	14,925
Significant Other Observable Inputs (Level 2)
Assets:
Cash equivalents	0	0
Short-term investment	0	0
Total assets at fair value	0	0
Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	0	0
Short-term investment	0	0
Total assets at fair value	$ 0	$ 0

Inventory (Details)

Inventory (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 0	$ 864
Work-in-progress	0	0
Finished goods	0	0
Total	$ 0	$ 864

Convertible Senior Notes - Conv

Convertible Senior Notes - Convertible Senior Notes Due 2024 (Narrative) (Details) - Senior Notes - Convertible Senior Notes Due 2024	2 Months Ended	9 Months Ended
	Jan. 31, 2019USD ($)day$ / shares	Sep. 30, 2019USD ($)
Debt Instrument [Line Items]
Debt issued at par value	$ 172,500,000
Interest rate	3.50%
Proceeds from offering	$ 166,800,000
Trading days | day	20
Redemption consecutive trading period	30 days
Redemption stock price conversion threshold (greater than or equal to)	130.00%
Consecutive measurement period	5 days
Percent of trading price (less than)	98.00%
Consecutive trading days | day	40
Conversion price (USD per share) | $ / shares	$ 25.19
If-converted value in excess of principal		$ 169,900,000
Conversion ratio	0.039692
Percent of principal amount plus accrued and unpaid interest	100.00%
Debt default principal amount percentage	25.00%
Debt instrument, term	5 years
Carrying amount, equity component	$ 44,400,000
Net deferred tax liabilities	$ 12,500,000
Remaining contractual life		4 years 3 months 18 days
Significant Other Observable Inputs (Level 2)
Debt Instrument [Line Items]
Fair value of notes		$ 377,300,000

Convertible Senior Notes - Sche

Convertible Senior Notes - Schedule of Debt (Details) - Senior Notes - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Convertible Senior Notes Due 2024
Debt Instrument [Line Items]
Principal	$ 172,500	$ 163,000
Less: Debt discount, net	(44,037)	(47,010)
Net carrying amount	128,463	115,990
Convertible Senior Notes Due 2023
Debt Instrument [Line Items]
Principal	402,500	402,500
Less: Debt discount, net	(65,972)	(76,925)
Net carrying amount	336,528	325,575
Convertible Senior Notes Due 2022
Debt Instrument [Line Items]
Principal	399,997	399,997
Less: Debt discount, net	(37,685)	(48,810)
Net carrying amount	$ 362,312	$ 351,187

Convertible Senior Notes - Sc_2

Convertible Senior Notes - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Debt Instrument [Line Items]
Amortization of debt discount			$ 27,763	$ 20,526
Senior Notes | Convertible Senior Notes Due 2024
Debt Instrument [Line Items]
Contractual interest expense	$ 1,510	$ 0	4,428
Amortization of debt discount	2,004	0	5,683
Total	$ 3,514	$ 0	$ 10,111
Effective interest rate of the liability component	11.15%	0.00%	11.15%	0.00%
Senior Notes | Convertible Senior Notes Due 2023
Debt Instrument [Line Items]
Contractual interest expense	$ 2,767	$ 2,768	$ 8,301	$ 8,302
Amortization of debt discount	3,738	3,461	10,954	10,143
Total	$ 6,505	$ 6,229	$ 19,255	$ 18,445
Effective interest rate of the liability component	7.50%	7.50%	7.50%	7.50%
Senior Notes | Convertible Senior Notes Due 2022
Debt Instrument [Line Items]
Contractual interest expense	$ 2,500	$ 2,500	$ 7,500	$ 7,500
Amortization of debt discount	3,787	3,535	11,125	10,383
Total	$ 6,287	$ 6,035	$ 18,625	$ 17,883
Effective interest rate of the liability component	6.50%	6.50%	6.50%	6.50%

Convertible Senior Notes - Co_2

Convertible Senior Notes - Convertible Senior Notes Due 2023 (Narrative) (Details) - Convertible Senior Notes Due 2023 - Senior Notes	1 Months Ended	9 Months Ended
	Jun. 30, 2016USD ($)day$ / shares	Sep. 30, 2019USD ($)
Debt Instrument [Line Items]
Debt issued at par value	$ 402,500,000
Interest rate	2.75%
Proceeds from offering	$ 390,800,000
Trading days | day	20
Redemption consecutive trading period	30 days
Redemption stock price conversion threshold (greater than or equal to)	130.00%
Consecutive measurement period	5 days
Percent of trading price (less than)	98.00%
Consecutive trading days | day	50
Conversion ratio	0.0204198
Conversion price (USD per share) | $ / shares	$ 48.97
Redemption trading period	19 days
Percent of principal amount plus accrued and unpaid interest	100.00%
Threshold consecutive trading days prior to maturity | day	52
Debt default principal amount percentage	25.00%
Debt instrument, term	7 years
Carrying amount, equity component	$ 101,000,000
Net deferred tax liabilities	$ 33,500,000
Remaining contractual life		3 years 9 months 18 days
Significant Other Observable Inputs (Level 2)
Debt Instrument [Line Items]
Fair value of notes		$ 493,700,000

Convertible Senior Notes - Capp

Convertible Senior Notes - Capped call transactions (Narrative) (Details) - Senior Notes - Convertible Senior Notes Due 2023 $ / shares in Units, $ in Millions	1 Months Ended	9 Months Ended
	Jun. 30, 2016USD ($)day	Sep. 30, 2019$ / shares
Debt Instrument [Line Items]
Threshold consecutive trading days prior to maturity	52
Call Option
Debt Instrument [Line Items]
Net proceeds used to pay the cost of the capped call transactions | $	$ 33.9
Cap price (usd per share) | $ / shares		$ 64.68
Threshold consecutive trading days prior to maturity	52

Convertible Senior Notes - Co_3

Convertible Senior Notes - Convertible Senior Notes Due 2022 (Narrative) (Details) - Senior Notes - Convertible Senior Notes Due 2022	1 Months Ended	9 Months Ended
	Jan. 31, 2015USD ($)day$ / shares	Sep. 30, 2019USD ($)
Debt Instrument [Line Items]
Debt issued at par value	$ 400,000,000
Interest rate	2.50%
Proceeds from offering	$ 387,200,000
Trading days | day	20
Redemption consecutive trading period	30 days
Redemption stock price conversion threshold (greater than or equal to)	130.00%
Consecutive measurement period	5 days
Percent of trading price (less than)	98.00%
Conversion ratio	0.0298806
Conversion price (USD per share) | $ / shares	$ 33.47
Redemption trading period	19 days
Percent of principal amount plus accrued and unpaid interest	100.00%
Debt default principal amount percentage	25.00%
Debt instrument, term	7 years
Carrying amount, equity component	$ 88,900,000	$ 33,500,000
Net deferred tax liabilities	$ 31,800,000
Remaining contractual life		2 years 3 months 18 days
If-converted value in excess of principal		$ 197,600,000
Significant Other Observable Inputs (Level 2)
Debt Instrument [Line Items]
Fair value of notes		$ 612,900,000

Accumulated Other Comprehensi_3

Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	$ 38,129	$ 21,229	$ (22,264)	$ 24,914
Other comprehensive income (loss)	58	(11)	33	(605)
Amounts reclassified from accumulated other comprehensive loss			0	1,183
Other comprehensive income (loss)	58	(11)	33	578
Balance at end of period	(59,540)	(26,564)	(59,540)	(26,564)
Total
Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	(4,601)	(4,594)	(4,576)	(5,183)
Balance at end of period	(4,543)	(4,605)	(4,543)	(4,605)
Foreign currency translation adjustment
Accumulated Other Comprehensive Loss [Roll Forward]
Balance at beginning of period	(4,601)	(4,594)	(4,576)	(5,183)
Other comprehensive income (loss)	58	(11)	33	(605)
Amounts reclassified from accumulated other comprehensive loss			0	1,183
Other comprehensive income (loss)	58	(11)	33	578
Balance at end of period	$ (4,543)	$ (4,605)	$ (4,543)	$ (4,605)

Segment and Geographic Inform_3

Segment and Geographic Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019USD ($)segment	Dec. 31, 2018USD ($)
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of operating segments | segment	1
Long-lived assets	$ 570,541	$ 546,883
Percentage of long-lived assets by geographic segments	100.00%	100.00%
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 564,920	$ 541,268
Percentage of long-lived assets by geographic segments	99.00%	99.00%
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 5,593	$ 5,615
Percentage of long-lived assets by geographic segments	1.00%	1.00%
Rest of world
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	$ 28	$ 0
Percentage of long-lived assets by geographic segments	0.00%	0.00%

Contingencies (Details)

Contingencies (Details) $ in Millions	12 Months Ended
	Dec. 31, 2018USD ($)
Biogen Idec matter
Loss Contingencies [Line Items]
Loss contingency, settlement	$ 5.2

Restructuring (Details)

Restructuring (Details) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2017position	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring charges		$ 0	$ 0	$ 0	$ 0
Cost of goods sold
Restructuring Cost and Reserve [Line Items]
Restructuring charges					600
Research and development
Restructuring Cost and Reserve [Line Items]
Restructuring charges					3,600
Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Restructuring charges					$ 8,600
Workforce Reductions
Restructuring Cost and Reserve [Line Items]
Number of positions expected to be eliminated | position	60
Workforce Reductions | Minimum
Restructuring Cost and Reserve [Line Items]
Period of coverage	6 months
Workforce Reductions | Maximum
Restructuring Cost and Reserve [Line Items]
Period of coverage	1 year
Employee Severance | Workforce Reductions
Restructuring Reserve [Roll Forward]
Beginning balance				2,334
Expenses, Net				0
Cash				(2,151)
Noncash				(146)
Ending balance		$ 37		$ 37

Discontinued Operations - Addit

Discontinued Operations - Additional Information (Details) - USD ($)	Jan. 05, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock investment		$ 2,525,000		$ 2,627,000
Amounts reclassified from accumulated other comprehensive income		0	$ 1,183,000
Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total sale price	$ 166,400,000
Consideration received (in shares)	3,313,702
Consideration received, market value	$ 54,500,000
Receivable due in 12 months	25,000,000
Receivable due in 18 months	25,000,000
Fair value of payments	45,900,000
Contingent payments	$ 246,200,000
Disposition related costs			$ 11,900,000
Minimum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Excess cash payments over fair value, amortization period	12 months
Minimum | Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Tiered royalty payments, percent of net sales	5.00%
Maximum
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Excess cash payments over fair value, amortization period	18 months
Maximum | Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Tiered royalty payments, percent of net sales	25.00%
Prepaid Expenses and Other Current Assets | Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Fair value of payments	$ 23,300,000
Other Assets | Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Fair value of payments	22,600,000	50,000,000
Melinta | Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Regulatory based milestone obligation	35,000,000
Sales based milestone obligation	120,000,000
Milestone payment to former owners	$ 30,000,000
Melinta
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Common stock investment		$ 2,500,000		$ 2,600,000

Discontinued Operations - Key F

Discontinued Operations - Key Financial Results (Details) - Infectious Disease Business - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Net product revenues	$ 0	$ (107)
Operating expenses:
Cost of product revenue	0	197
Research and development	24	534
Selling, general and administrative	(80)	2,997
Total operating expenses	(56)	3,728
Income (loss) from operations	56	(3,835)
Gain from sale of business	0	168,955
Other (expense) income, net	(52)	358
Income (loss) from discontinued operations before income taxes	4	165,478
Benefit for income taxes	4,003	55,236
Income (loss) from discontinued operations, net of tax	$ (3,999)	$ 110,242

Discontinued Operations - Depre

Discontinued Operations - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of business		$ 0	$ 166,383
Infectious Disease Business | Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain on sale of business	$ 0		(168,955)
Proceeds from sale of business			$ 166,383

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Millions	Aug. 24, 2018	Jan. 11, 2018	Sep. 30, 2019USD ($)ft²	Sep. 30, 2019USD ($)ft²
Lessee, Lease, Description [Line Items]
Weighted average discount rate			8.61%	8.61%
Weighted average lease term			6 years 9 months 18 days	6 years 9 months 18 days
Lease cost			$ 1.8	$ 5.3
Sublease income			0.8	2.3
Payments for operating leases				3.7
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
Remainder of 2019			2	2
2020			8.6	8.6
2021			8.7	8.7
2022			8.8	8.8
2023			6.6	6.6
Thereafter			15.4	15.4
Operating lease interest			$ 12.1	$ 12.1
Equipment
Lessee, Lease, Description [Line Items]
Lease term			12 months	12 months
Parsippany Office
Lessee, Lease, Description [Line Items]
Office space (sq ft) | ft²			173,146	173,146
San Diego Office And Laboratory Space
Lessee, Lease, Description [Line Items]
Office space (sq ft) | ft²			63,000	63,000
San Diego Office And Laboratory Space, Sublease
Lessee, Lease, Description [Line Items]
Office space (sq ft) | ft²			32,039	32,039
Sublease renewal term		84 months
San Diego Office And Laboratory, Remaining Space, Sublease
Lessee, Lease, Description [Line Items]
Sublease renewal term	48 months

Leases - Leases Included in Bal

Leases - Leases Included in Balance Sheet (Details) $ in Thousands	Sep. 30, 2019USD ($)
Leases [Abstract]
Other assets	$ 31,554
Liabilities
Other current liabilities	7,587
Other liabilities	30,106
Total Lease Liabilities	$ 37,693

Uncategorized Items - mdco93020

Label	Element	Value
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (210,000)
Retained Earnings [Member]
Cumulative Effect of New Accounting Principle in Period of Adoption	us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ (210,000)