Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 13, 2015 | Jun. 30, 2014 | |
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | XNPT | ||
Entity Registrant Name | XENOPORT INC | ||
Entity Central Index Key | 1130591 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 62,756,809 | ||
Entity Public Float | $250,400,000 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $11,958 | $20,584 |
Short-term investments | 90,098 | 38,074 |
Accounts receivable | 2,895 | 939 |
Inventories | 1,458 | 1,262 |
Prepaids, restricted investments and other current assets | 3,185 | 2,826 |
Total current assets | 109,594 | 63,685 |
Property and equipment, net | 2,422 | 2,552 |
Long-term inventories | 9,098 | 10,185 |
Restricted investments and other assets | 1,947 | 2,119 |
Total assets | 123,061 | 78,541 |
Current liabilities: | ||
Accounts payable | 2,835 | 1,432 |
Accrued compensation | 7,148 | 2,741 |
Accrued preclinical and clinical costs | 1,554 | 824 |
Other accrued liabilities | 5,117 | 3,938 |
Deferred revenue | 1,134 | 1,134 |
Total current liabilities | 17,788 | 10,069 |
Deferred revenue | 10,864 | 11,997 |
Other noncurrent liability | 3,269 | 2,782 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | ||
Common stock, $0.001 par value; 100,000 shares authorized; 62,475 and 47,800 shares issued and outstanding, at December 31, 2014 and 2013, respectively | 62 | 48 |
Additional paid-in capital | 677,924 | 591,128 |
Accumulated other comprehensive loss | -30 | |
Accumulated deficit | -586,816 | -537,483 |
Total stockholders' equity | 91,140 | 53,693 |
Total liabilities and stockholders' equity | $123,061 | $78,541 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 62,475,000 | 47,800,000 |
Common stock, shares outstanding | 62,474,892 | 47,800,366 |
STATEMENTS_OF_COMPREHENSIVE_IN
STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Product sales, net | $20,173 | $6,414 | |
Collaboration revenue | 26,134 | 1,137 | 11,515 |
Royalty revenue | 561 | 400 | 109 |
Net revenue from unconsolidated joint operating activities | 10,000 | ||
Total revenues | 46,868 | 7,951 | 21,624 |
Operating expenses: | |||
Cost of product sales | 2,094 | 1,170 | |
Research and development | 23,679 | 33,325 | 42,947 |
Selling, general and administrative | 70,194 | 59,084 | 30,244 |
Gain on litigation settlement | -20,499 | ||
Total operating expenses | 95,967 | 93,579 | 52,692 |
Income (loss) from operations | -49,099 | -85,628 | -31,068 |
Interest income | 253 | 213 | 254 |
Interest expense | -487 | -468 | |
Net income (loss) | -49,333 | -85,883 | -30,814 |
Other comprehensive loss: | |||
Unrealized gains (losses) on available-for-sale securities | -30 | -22 | 38 |
Comprehensive income (loss) | ($49,363) | ($85,905) | ($30,776) |
Basic and diluted net income (loss) per share | ($0.81) | ($1.81) | ($0.78) |
Shares used to compute basic and diluted net loss per share | 60,856 | 47,545 | 39,434 |
STATEMENTS_OF_STOCKHOLDERS_EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Glaxo Group Limited | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
In Thousands, except Share data | Glaxo Group Limited | Glaxo Group Limited | ||||||
Beginning Balance at Dec. 31, 2011 | $75,135 | $35 | $495,902 | ($16) | ($420,786) | |||
Beginning Balance (in shares) at Dec. 31, 2011 | 35,514,636 | |||||||
Issuance of common stock upon exercise of options and vesting of restricted stock units (in shares) | 259,650 | |||||||
Issuance of common stock upon exercise of options and vesting of restricted stock units | -480 | 1 | -481 | |||||
Issuance of common stock in connection with Employee Stock Purchase Plan (in shares) | 185,249 | 185,249 | ||||||
Issuance of common stock in connection with Employee Stock Purchase Plan | 763 | 763 | ||||||
Employee stock-based compensation expense | 12,281 | 12,281 | ||||||
Issuance of common stock (in shares) | 7,076,922 | 4,031,212 | ||||||
Issuance of common stock | 43,019 | 30,268 | 7 | 4 | 43,012 | 30,264 | ||
Change in unrealized gains (losses) on investments | 38 | 38 | ||||||
Net loss | -30,814 | -30,814 | ||||||
Ending Balance at Dec. 31, 2012 | 130,210 | 47 | 581,741 | 22 | -451,600 | |||
Ending Balance (in shares) at Dec. 31, 2012 | 47,067,669 | |||||||
Issuance of common stock upon exercise of options and vesting of restricted stock units (in shares) | 590,242 | |||||||
Issuance of common stock upon exercise of options and vesting of restricted stock units | -1,875 | 1 | -1,876 | |||||
Issuance of common stock in connection with Employee Stock Purchase Plan (in shares) | 142,455 | 142,455 | ||||||
Issuance of common stock in connection with Employee Stock Purchase Plan | 719 | 719 | ||||||
Employee stock-based compensation expense | 10,544 | 10,544 | ||||||
Change in unrealized gains (losses) on investments | -22 | -22 | ||||||
Net loss | -85,883 | -85,883 | ||||||
Ending Balance at Dec. 31, 2013 | 53,693 | 48 | 591,128 | -537,483 | ||||
Ending Balance (in shares) at Dec. 31, 2013 | 47,800,366 | 47,800,366 | ||||||
Issuance of common stock upon exercise of options and vesting of restricted stock units (in shares) | 646,806 | |||||||
Issuance of common stock upon exercise of options and vesting of restricted stock units | -395 | -395 | ||||||
Issuance of common stock in connection with Employee Stock Purchase Plan (in shares) | 227,720 | 227,720 | ||||||
Issuance of common stock in connection with Employee Stock Purchase Plan | 714 | 714 | ||||||
Employee stock-based compensation expense | 9,041 | 9,041 | ||||||
Issuance of common stock (in shares) | 13,800,000 | |||||||
Issuance of common stock | 77,450 | 14 | 77,436 | |||||
Change in unrealized gains (losses) on investments | -30 | -30 | ||||||
Net loss | -49,333 | -49,333 | ||||||
Ending Balance at Dec. 31, 2014 | $91,140 | $62 | $677,924 | ($30) | ($586,816) | |||
Ending Balance (in shares) at Dec. 31, 2014 | 62,474,892 | 62,474,892 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net loss | ($49,333) | ($85,883) | ($30,814) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 623 | 1,199 | 2,516 |
Accretion of investment discounts and amortization of investment premiums, net | 1,151 | 1,007 | 1,295 |
Stock-based compensation expense | 9,041 | 10,544 | 12,281 |
Gain on litigation settlement, net of stock premium in connection with the stock purchase agreement with GSK | -11,243 | ||
Changes in assets and liabilities: | |||
Accounts receivable | -1,956 | -939 | |
Prepaids and other current and noncurrent assets | -186 | 16 | 712 |
Inventories | 891 | 286 | |
Accounts payable | 1,403 | 865 | -465 |
Accrued compensation | 4,407 | -2,134 | 699 |
Accrued restructuring charges | -993 | -1,737 | |
Accrued preclinical and clinical costs | 730 | -3,573 | -36 |
Other accrued liabilities, current and noncurrent | 1,666 | 2,839 | 677 |
Deferred revenue, current and noncurrent | -1,133 | -1,137 | -1,515 |
Net cash used in operating activities | -32,696 | -77,903 | -27,630 |
Investing activities | |||
Purchases of investments | -155,885 | -91,000 | -147,645 |
Proceeds from maturities of investments | 102,679 | 154,765 | 112,576 |
Purchases of property and equipment | -493 | -256 | -123 |
Net cash provided by (used in) investing activities | -53,699 | 63,509 | -35,192 |
Financing activities | |||
Net cash proceeds provided by (used in) issuance of common stock and exercise of stock options | 77,769 | -1,156 | 43,302 |
Proceeds from issuance of common stock to GSK in connection with the stock purchase agreement | 30,268 | ||
Net cash provided by (used in) financing activities | 77,769 | -1,156 | 73,570 |
Net increase (decrease) in cash and cash equivalents | -8,626 | -15,550 | 10,748 |
Cash and cash equivalents at beginning of period | 20,584 | 36,134 | 25,386 |
Cash and cash equivalents at end of period | 11,958 | 20,584 | 36,134 |
Non-cash investing activity | |||
Right to the HORIZANT business | 13,557 | ||
Inventories | 11,733 | ||
Manufacturing property and equipment | $1,967 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Organization and Summary of Significant Accounting Policies | 1. Organization and Summary of Significant Accounting Policies | ||||||||||||
Nature of Operations | |||||||||||||
XenoPort, Inc., or the Company, was incorporated in the state of Delaware on May 19, 1999. The Company is a biopharmaceutical company focused on developing and commercializing a portfolio of internally discovered product candidates for the potential treatment of neurological and other disorders. The Company is currently commercializing HORIZANT® (gabapentin enacarbil) Extended-Release Tablets in the United States and developing its novel fumaric acid ester product candidate, XP23829, as a potential treatment for psoriasis and potentially for relapsing forms of multiple sclerosis, or MS. The Company’s other product candidates are: XP21279 and arbaclofen placarbil, or AP, which is licensed to Indivior PLC (formerly Reckitt Benckiser Pharmaceuticals, Inc.) Effective June 2014, the Company granted to Indivior exclusive, world-wide rights to develop and commercialize pharmaceutical products containing AP and other prodrugs of baclofen or R-baclofen, or collectively, the AP Products, for all indications, subject to the Company’s right of first negotiation with Indivior to collaborate to develop and commercialize AP Products for non-addiction indications (See Note 2 for more information). XP21279 is a potential treatment for patients with advanced idiopathic Parkinson’s disease. The Company may develop it further, to the extent that its resources permit, or it may enter into collaboration, partnership, licensing and other similar forms of revenue-generating transactions with third-party business partners for such development. HORIZANT and the Company’s product candidates are prodrugs that are typically created by modifying the chemical structure of currently marketed drugs, referred to as parent drugs, and are designed to correct limitations in the oral absorption, distribution and/or metabolism of the parent drug. HORIZANT and each of the Company’s product candidates are orally-available, patented molecules that address potential markets with clear unmet medical needs. The Company’s facilities are located in Santa Clara, California. | |||||||||||||
On November 8, 2012, the Company reached an agreement with Glaxo Group Limited, or GSK, to terminate the Amended and Restated Development and Commercialization Agreement dated November 7, 2010, between the Company and GSK regarding HORIZANT and resolved all ongoing litigation between the parties. Under the terms of the November 2012 termination and transition agreement, during a transition period that ended on April 30, 2013, GSK continued to exclusively commercialize, promote, manufacture and distribute HORIZANT in the United States. The Company was not eligible to receive any milestone payments from GSK and did not receive any revenue or incur any losses from GSK’s sales of HORIZANT during the transition period. GSK continued to fully fund the costs associated with the management and conduct of required post-marketing clinical studies initiated by GSK prior to the date of the termination and transition agreement. In addition, GSK provided to the Company inventory of gabapentin enacarbil in GSK’s possession that was not required for use by GSK in the manufacture of HORIZANT and related manufacturing property and equipment. In exchange for such inventory, the Company will make annual payments to GSK of $1,000,000 for six years beginning in 2016, which was recorded at its present value as “Other noncurrent liability” on the Company’s balance sheet for the periods ended December 31, 2014 and 2013 and is being accreted at an effective interest rate of 17.5% to its contractual value over the payment period. On May 1, 2013, the Company completed the acquisition of the HORIZANT business in accordance with the termination and transition agreement and assumed all responsibilities and associated rights for the further development, manufacturing and commercialization of HORIZANT in the United States on that date. GSK was responsible for the commercial manufacture and supply of HORIZANT during the transition period. The Company did not assume any liabilities of GSK’s HORIZANT business as of the acquisition date. | |||||||||||||
Basis of Preparation | |||||||||||||
The Company’s financial statements are prepared in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or the Codification, which is the single source of authoritative U.S. generally accepted accounting principles, or GAAP. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents and short-term investments, restricted investments, accounts receivables and accounts payables, approximate their fair value due to their short-term maturities. The Company accounts for the fair value of its financial instruments in accordance with the provisions of the Fair Value Measurement topic of the Codification. | |||||||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company applies the market approach valuation technique for fair value measurements on a recurring basis and attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. All of the Company’s cash equivalents and short-term investments are measured using inputs classified at Level 1 or Level 2 within the fair value hierarchy. Level 1 inputs are quoted prices in active markets for identical assets. Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. | |||||||||||||
Cash Equivalents and Short-Term Investments | |||||||||||||
The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents, which primarily consist of money market funds, U.S. government-sponsored agencies and corporate debt securities. | |||||||||||||
Management determines the appropriate classification of securities at the time of purchase. All investments have been designated as available-for-sale. The Company views its available-for-sale portfolio as available for use in current operations. Accordingly, the Company has classified all investments as short-term, even though the stated maturity may be one year or more beyond the current balance sheet date. Available-for-sale securities are carried at estimated fair value with unrealized gains and losses reported as a component of other comprehensive loss in the statements of comprehensive loss. | |||||||||||||
The cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities, if any, are recorded in interest income and expense. The cost of securities sold is based on the specific-identification method. Interest and dividends are included in interest income. | |||||||||||||
Restricted Investments | |||||||||||||
Under a facilities operating lease agreement, the Company is required to secure a letter of credit with cash or securities. At December 31, 2014 and 2013, the Company recorded $1,500,000 of restricted investments related to the letter of credit (see Note 7 for more information). The $1,500,000 was classified as restricted investments in the accompanying balance sheets at both December 31, 2014 and 2013. | |||||||||||||
In connection with the Company’s license to use radioactive materials in its research facilities, it must maintain a $225,000 letter of credit with the Radiological Health Branch of the State of California. This requirement has been fulfilled through certificates of deposit with a financial institution. The fair value of the secured amount of $225,000 was classified as restricted investments in the accompanying balance sheets at both December 31, 2014 and 2013. | |||||||||||||
Segment Information | |||||||||||||
The Company operates in one operating segment, which is the development and commercialization of product candidates for the potential treatment of neurological and other disorders, and has operations solely in the United States. To date, all of the Company’s revenues from product sales are related to sales of HORIZANT in the United States. The Company also has recognized upfront and milestone payments and royalty revenue from its partnership with Astellas Pharma Inc. and recognized upfront and additional payments from its partnership with Indivior (see Note 2 for more information on these arrangements). | |||||||||||||
Concentrations of Risk | |||||||||||||
The Company invests cash that is not being used for operational purposes. This exposes the Company to credit risk in the event of default by the institutions holding the cash and cash equivalents and available-for-sale securities to the extent of the amounts on its balance sheets. The credit risk is mitigated by the Company’s investment policy, which allows for the purchase of low risk debt securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. The maturities of these securities are maintained at no longer than 16 months. The Company believes its established guidelines for investment of its excess cash enhances safety and liquidity through its policies on diversification and investment maturity. | |||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and available-for-sale investment securities in high-credit quality debt securities issued by the U.S. government, U.S. government-sponsored enterprises and highly rated banks and corporations. The carrying amounts of cash equivalents and available-for-sale investment securities are stated at fair value. | |||||||||||||
The Company is subject to credit risk from its accounts receivable related to product sales. The Company’s trade accounts receivable arises from product sales in the United States. Three wholesale distributors represented 41%, 28% and 26%, respectively, of product sales for the year ended December 31, 2014. These three customers individually comprised 48%, 26% and 22%, respectively, of accounts receivable as of December 31, 2014. Three wholesale distributors represented 47%, 33% and 16%, respectively, of product sales for the year ended December 31, 2013. These three customers individually comprised 45%, 29% and 22%, respectively, of product sales related to accounts receivable as of December 31, 2013. To date, the Company has not experienced any losses with respect to the collection of its accounts receivable and believes that its accounts receivable are collectible. | |||||||||||||
The Company relies on a single third-party contract manufacturer organization to manufacture HORIZANT. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is generally five to ten years for the Company’s laboratory equipment, furniture and fixtures and manufacturing property and equipment and generally three years for the Company’s computer equipment and software. Leasehold improvements are amortized over their estimated useful lives or the remaining lease term, whichever is shorter. | |||||||||||||
Revenue Recognition | |||||||||||||
Product Sales | |||||||||||||
The Company began selling HORIZANT to wholesalers in May 2013 following the return of the Company’s commercial rights from GSK. The Company recognizes revenue from HORIZANT product sales when there is persuasive evidence that an arrangement exists, delivery to the customer has occurred, the price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is recorded net of estimated allowances for customer incentives such as cash discounts for prompt payment, distributor fees, expected returns, as appropriate (which are based on an analysis of historical return rates and deductions of HORIZANT, since its commercial launch by GSK in the second quarter of 2011), government rebates such as Medicaid reimbursements and patient assistance programs. Calculating certain of these items involves estimates and judgments based on contractual terms, historical utilization rates data for HORIZANT and new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company’s expectations regarding future utilization rates for these programs and channel inventory data. If future actual results vary from the Company’s estimates, the Company may need to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. | |||||||||||||
Items Deducted from Gross Product Sales | |||||||||||||
Prompt Pay Discount | |||||||||||||
The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for prompt payment. Based on the Company’s and GSK’s commercialization experience, the Company expects customers to continue to comply with the prompt payment terms to earn the cash discount as the Company is selling HORIZANT to the same customers under similar prompt payment terms and conditions. The Company estimates cash discounts for prompt payment based on contractual terms, GSK’s historical customer utilization rates and the Company’s historical customer utilization rates. The Company accounts for cash discounts by reducing accounts receivable by the full amount and recognizing the discount as a reduction of revenue in the same period the related revenue is recognized. | |||||||||||||
Distributor Fees | |||||||||||||
Under the Company’s inventory management agreements with significant wholesalers, the Company pays the wholesalers a fee primarily for distribution services as well as the maintenance of inventory levels. These distributor fees are based on a contractually determined fixed percentage of sales. The Company accrues the contractual amount and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized. | |||||||||||||
Product Returns | |||||||||||||
The Company does not provide its customers with a general right of product return, but permits returns if the product is damaged or defective when received by the customer, or if the product has or is nearly expired. HORIZANT tablets currently have a shelf-life of 36 months from the date of manufacture. The Company will accept returns for products that will expire within six months or that have expired up to one year after their expiration dates. The Company obtained actual return history classified by the reasons for returns from GSK since GSK’s product launch in 2011, which provides a basis to reasonably estimate the Company’s future product returns. The Company estimates returns taking into consideration Company-specific adjustments to GSK’s returns history, the Company’s returns history, the shelf life of product, shipment and prescription trends and estimated distribution channel inventory levels. | |||||||||||||
Government Rebates and Chargebacks | |||||||||||||
The Company participates in a number of government rebate programs, such as the Medicaid Drug Rebate Program that provides assistance to eligible low-income patients based on each individual state’s guidelines regarding eligibility and services, Public Health Services or 340b programs, and the Medicare Part D Coverage Gap Discount Program, which provides rebates on prescriptions that fall within the “donut hole” coverage gap; and the Department of Veterans Affairs that offers discounts to authorized users of HORIZANT. HORIZANT is also listed on the Federal Supply Schedule, or FSS, of the General Services Administration which provides a discount to the Department of Defense, Department of Veterans Affairs, and TriCare. The Company estimates reductions to the Company’s revenues for government rebate programs based on product pricing, current rebates, GSK’s historical utilization rates, the Company’s actual utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company’s expectations regarding future rebates for these programs and estimated levels of inventory in the distribution channel. | |||||||||||||
Patient Assistance | |||||||||||||
The Company offers a co-pay card program to assist commercially insured patients with the cost of their HORIZANT related co-payments. Participating retail pharmacies get reimbursed by the Company for the amount of the co-pay assistance provided to eligible patients. The Company estimates and accrues the cost of the co-pay program based on historical redemption activity for this program. The Company reimburses the participating pharmacies approximately one month after the prescriptions subject to co-pay assistance are filled. | |||||||||||||
Multiple-Element Arrangements | |||||||||||||
Revenue arrangements are accounted for in accordance with the provisions of the Revenue Recognition-Multiple-Element Arrangements topic of the Codification. | |||||||||||||
In evaluating arrangements with multiple elements, the Company considers whether components of the arrangement represent separate units of accounting based upon whether certain criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. This evaluation requires subjective determinations and requires management to make judgments about the fair value of individual elements and whether such elements are separable from other aspects of the contractual relationship. The consideration received in such arrangements is allocated among the separate units of accounting based on the relative selling price method under which the selling price for each deliverable is determined using vendor-specific objective evidence of selling price, if it exists; otherwise, third-party evidence of selling price. If vendor-specific objective evidence and third-party evidence of selling price are not available for a deliverable, the Company will use its best estimate of the selling price for that deliverable when applying the relative selling price method. The applicable revenue recognition criteria are applied to each of the separate units. | |||||||||||||
Revenues from multiple deliverables combined as a single unit of accounting are deferred and recognized over the period during which the Company remains obligated to perform services. The specific methodology for the recognition of the revenue (e.g., straight-line or according to specific performance criteria) is determined on a case-by-case basis according to the facts and circumstances applicable to a given agreement. | |||||||||||||
Payments received in excess of revenues recognized are recorded as deferred revenue until such time as the revenue recognition criteria have been met. | |||||||||||||
Collaboration revenue consisted of the recognition of revenues from upfront and milestone payments from the Company’s partnership with Astellas Pharma Inc. and from upfront and additional payments from its license agreement with Indivior. Net revenue from unconsolidated joint operating activities included all revenue that resulted solely from the Company’s terminated collaboration agreement with GSK. The Company accounts for the revenue-related activities of these collaboration agreements as follows: | |||||||||||||
• | Up-front, licensing-type payments. Up-front, licensing-type payments are assessed to determine whether or not the licensee is able to obtain any stand-alone value from the license. Where this is not the case, the Company does not consider the license deliverable to be a separate unit of accounting, and the revenue is deferred with revenue recognition for the license fee being assessed in conjunction with the other deliverables that constitute the combined unit of accounting. | ||||||||||||
• | Milestones. Revenue recognition will occur only if the consideration earned from the achievement of a milestone meets all the criteria for the milestone to be considered substantive at the inception of the arrangement, such that it: (i) is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (ii) relates solely to past performance; and (iii) is reasonably relative to all deliverables and payment terms in the arrangement. | ||||||||||||
The Company will assess the nature of contingent payments, and appropriate accounting for, these payments on a case-by-case basis in accordance with the provisions of the Revenue Recognition topic of the Codification. | |||||||||||||
• | Profit and loss sharing. This represented the Company’s share of the profits and losses from the co-promotion of HORIZANT with GSK under the terminated collaboration with GSK. Amounts were recognized in the period in which the related activities occurred, and their financial statement classification was based on the Company’s assessment that these activities constituted part of the Company’s ongoing central operations. | ||||||||||||
• | Product royalties. The Company is entitled to receive royalties on net sales of gabapentin enacarbil (known as REGNITE) in Japan. Astellas initiated sales of REGNITE in Japan in July 2012, and the Company recognizes the associated product royalties when they can be reliably measured and collectability is reasonably assured (generally upon receipt of the royalty payment). | ||||||||||||
Cost of Product Sales | |||||||||||||
Cost of product sales includes direct and indirect costs to manufacture product sold, including tableting, packaging, storage, shipping and handling costs and inventory write-downs, if any. | |||||||||||||
Accounts Receivable | |||||||||||||
Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, wholesaler discounts and chargebacks. The need for bad debt allowance is evaluated each reporting period based on the Company’s assessment of the credit worthiness of its customers. | |||||||||||||
Inventories | |||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out, or FIFO, basis. Inventories include active pharmaceutical ingredient, or API, and contract manufacturing costs. The Company regularly evaluates the Company’s inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales compared to quantities on hand and the remaining shelf life of HORIZANT. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. | |||||||||||||
Inventories that are not expected to be consumed within 12 months following the balance sheet date are classified as long-term inventories. | |||||||||||||
Inventories as of December 31, 2014 and 2013 were summarized as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Raw materials | $ | 9,273 | $ | 10,258 | |||||||||
Work in progress | 517 | 76 | |||||||||||
Finished goods | 766 | 1,113 | |||||||||||
Total inventory | 10,556 | 11,447 | |||||||||||
Less: Long-term inventories | 9,098 | 10,185 | |||||||||||
Total inventory classified as current | $ | 1,458 | $ | 1,262 | |||||||||
Long-term inventories consisted of gabapentin enacarbil API used for production of HORIZANT. The Company evaluates demand for HORIZANT and expected consumption of the API based on long-term projected sales of HORIZANT. | |||||||||||||
Research and Development | |||||||||||||
All research and development costs, including those funded by third parties, are expensed as incurred. Research and development costs consisted of salaries, employee benefits, laboratory supplies, costs associated with clinical trials, including amounts paid to clinical research organizations, other professional services and facility costs. | |||||||||||||
Clinical Trials | |||||||||||||
The Company accrues and expenses the costs for clinical trial activities performed by third parties based upon estimates of the percentage of work completed over the life of the individual study in accordance with agreements established with contract research organizations and clinical trial sites. The Company determines the estimates through discussions with internal clinical personnel and external service providers as to progress or stage of completion of trials or services and the agreed upon fee to be paid for such services. Costs of setting up clinical trial sites for participation in the trials are expensed immediately as research and development expenses. Clinical trial site costs related to patient visits are accrued as patients’ progress through the trial and are reduced by any payments made to the clinical trial site. Non-refundable advance payments for research and development goods or services are recognized as expense as the related goods are delivered or the related services are provided in accordance with the provisions of the Research and Development Arrangements topic of the Codification. | |||||||||||||
Nonretirement Postemployment Benefits | |||||||||||||
On May 31, 2012, the Company adopted the XenoPort Amended and Restated 2012 Severance Plan, or the 2012 Severance Plan, for the benefit of the Company’s non-executive employees. Under the terms of the 2012 Severance Plan, a non-executive employee terminated by the Company because of elimination of his or her position is eligible to receive continuation of medical insurance under COBRA and specified severance payments based on the employee’s level and years of service with the Company. The Company accounts for employee termination benefits in accordance with the provisions of the Compensation-Nonretirement Postemployment Benefits topic of the Codification and records employee termination liabilities once they are both probable and estimable for severance provided under the Company’s existing severance program. | |||||||||||||
On June 14, 2013, the Company implemented a reduction in force that included the elimination of certain non-executive positions as the Company completed certain work projects on its AP development program. As a result, the Company recorded severance benefits charges of $703,000 in 2013, which were included in the “Research and development” line of the “Operating expenses” section of the Company’s statements of comprehensive loss. As of December 31, 2014 and 2013, there were no associated liability balances. | |||||||||||||
Stock-Based Compensation | |||||||||||||
The Compensation — Stock Compensation topic of the Codification establishes accounting for stock-based awards exchanged for employee services. In accordance with this topic, for stock options, awards and stock purchase rights under the Company’s employee stock purchase plan, or ESPP, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. | |||||||||||||
The effect of recording stock-based compensation under the Compensation — Stock Compensation topic was as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share amounts) | |||||||||||||
Stock-based compensation by type of award: | |||||||||||||
Employee stock options and awards | $ | 8,531 | $ | 10,083 | $ | 11,956 | |||||||
ESPP | 510 | 461 | 325 | ||||||||||
Total stock-based compensation | $ | 9,041 | $ | 10,544 | $ | 12,281 | |||||||
Effect on basic and diluted net loss per share | $ | (0.15 | ) | $ | (0.22 | ) | $ | (0.31 | ) | ||||
The Company’s employee non-cash stock-based compensation was reported as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Research and development | $ | 2,062 | $ | 3,059 | $ | 4,364 | |||||||
Selling, general and administrative | 6,979 | 7,485 | 7,917 | ||||||||||
$ | 9,041 | $ | 10,544 | $ | 12,281 | ||||||||
Valuation Assumptions | |||||||||||||
The Company estimates the fair value of all of its stock options and stock purchase rights on the date of grant using a Black-Scholes valuation model that requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company derived the expected life assumptions using data obtained from similar entities, taking into consideration factors such as industry, stage of life cycle, size and financial leverage. The Company has determined that its historical volatility can be used to derive the expected stock price volatility assumption. The Company expenses the resulting charge using the straight-line attribution method over the vesting period. Restricted stock units are measured at the fair value of the Company’s common stock on the date of grant and expensed over the period of vesting using the straight-line attribution approach. The calculation of the Black-Scholes valuations used the following weighted-average assumptions: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Volatility for options | 0.81 | 0.82 | 0.81 | ||||||||||
Volatility for ESPP | 0.55 | 0.59 | 0.65 | ||||||||||
Weighted-average expected life of options (years) | 5.25 | 5.25 | 5.09 | ||||||||||
Weighted-average expected life of ESPP rights (years) | 0.75 | 0.75 | 0.75 | ||||||||||
Risk-free interest rate for options | 1.52-1.77 | % | 0.70-1.60 | % | 0.62-1.02 | % | |||||||
Risk-free interest rate for ESPP rights | 0.05-0.17 | % | 0.07-0.17 | % | 0.07-0.27 | % | |||||||
Income Taxes | |||||||||||||
Income taxes are accounted for in accordance with the Income Taxes topic of the Codification using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more-likely-than-not that the deferred tax assets will not be realized. | |||||||||||||
The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. | |||||||||||||
As of December 31, 2014, the Company had unrecognized tax benefits and expects no significant changes in unrecognized tax benefits in the next 12 months (see Note 10 for more information). | |||||||||||||
The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged to the Company in relation to the underpayment of income taxes. | |||||||||||||
Comprehensive Loss | |||||||||||||
The Company presents all non-owner changes in stockholders’ equity in a single continuous statement of comprehensive loss and shows: (i) each component of net loss along with total net loss; (ii) each component of other comprehensive loss along with a total for other comprehensive loss; and (iii) a total amount for comprehensive loss. The Company’s other comprehensive loss is comprised of unrealized gains (losses) on available-for-sale securities. | |||||||||||||
Advertising Costs | |||||||||||||
Advertising costs, included in selling, general and administrative expenses, are charged to expense as incurred. Advertising expenses for the year ended December 31, 2014 and 2013, was $9,568,000 and $8,244,000, respectively. The Company did not have advertising costs for the year ended December 31, 2012. | |||||||||||||
Net Loss Per Share | |||||||||||||
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period without consideration for potential common shares. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period plus any dilutive potential common shares for the period determined using the treasury-stock method. For purposes of this calculation, restricted stock units, options to purchase stock and warrants are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive. | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net loss | $ | (49,333 | ) | $ | (85,883 | ) | $ | (30,814 | ) | ||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding | 60,856 | 47,545 | 39,434 | ||||||||||
Basic and diluted net loss per share | $ | (0.81 | ) | $ | (1.81 | ) | $ | (0.78 | ) | ||||
Outstanding securities at period end not included in the computation of diluted net loss per share as they had an anti-dilutive effect: | |||||||||||||
Restricted stock units and options to purchase common stock | 7,650 | 6,824 | 6,339 | ||||||||||
Warrants outstanding | — | 283 | 283 | ||||||||||
7,650 | 7,107 | 6,622 | |||||||||||
On January 29, 2014, the Company completed an underwritten public offering of 12,000,000 shares of its common stock at a price to the public of $6.00 per share. On February 21, 2014, the underwriters exercised in full their option to purchase 1,800,000 additional shares. | |||||||||||||
On February 3, 2015, the Company completed a private placement of $115,000,000 aggregate principal amount of 2.50% Convertible Senior Notes due 2022, or the 2022 Notes, to the investment bank acting as the initial purchaser who subsequently resold the 2022 Notes to qualified institutional buyers. The 2022 Notes are convertible at an initial conversion rate of 93.2945 shares of the Company’s common stock per $1,000 principal amount of the 2022 Notes, which is equal to an initial conversion price of approximately $10.72 per share of common stock (see Note 12 for more information). | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), which creates a single source of revenue guidance under GAAP for all companies in all industries. The core principle of ASU 2014-09 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates. ASU 2014-09 also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used. ASU 2014-09 will be effective for the Company in the first quarter of fiscal 2017, and early adoption is not permitted. The Company may adopt ASU 2014-09 either by way of a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company is currently evaluating the impact that ASU 2014-09 will have on its financial statements and has not yet determined which transition method it will apply. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). This update is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments: (1) provide a definition of the term substantial doubt; (2) require an evaluation every reporting period including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2014-15 will be effective for the Company beginning with its annual report for fiscal 2016 and interim periods thereafter. The Company is currently evaluating the impact that ASU 2014-15 will have on its financial statements. |
License_and_Collaboration_Agre
License and Collaboration Agreements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
License and Collaboration Agreements | 2. License and Collaboration Agreements | ||||||||||||
Indivior PLC | |||||||||||||
In May 2014, the Company entered into an exclusive license agreement with Indivior, which became effective on June 19, 2014. Under the terms of this agreement, the Company granted to Indivior exclusive, world-wide rights to develop and commercialize AP Products for all indications, subject to its right of first negotiation with Indivior to collaborate to develop and commercialize AP Products for non-addiction indications. In exchange for these rights, the Company received an upfront, non-refundable cash payment of $20,000,000 in June 2014 and also received an additional $5,000,000 in July 2014 after delivery of specified materials to Indivior. The Company is also eligible to receive aggregate cash payments of up to $120,000,000 upon the achievement by Indivior of certain contingent event-based payments, of which $70,000,000 are regulatory and development-based and $50,000,000 are commercialization-based. In addition, the Company is entitled to receive tiered double-digit royalty payments of up to the mid-teens on a percentage basis on potential future net sales of the products in the United States, and high single-digit royalty payments on potential future net sales of the products outside the United States. The Company also agreed to transfer its existing AP Investigational New Drug applications, or INDs, know-how, and to provide supply transition assistance to facilitate the establishment of Indivior’s AP Product manufacturing capabilities pursuant to a mutually agreed supply transition plan. | |||||||||||||
The Company assessed its transfer and assistance obligations under the Indivior agreement using the multiple-element arrangements revenue recognition guidance since those obligations involved more than one deliverable to Indivior. This analysis involved identification of the deliverables, determining if they qualify as separate units of accounting, arriving at fair value estimates for each separate unit of accounting, and allocating total consideration to each unit of accounting. The Company identified the following non-contingent deliverables under the license agreement: (1) grant of exclusive rights, or the license; (2) transfer of know-how necessary for the manufacture and development of AP Products; (3) transfer of INDs; (4) transfer of specified materials; and (5) supply of transition assistance to facilitate the establishment of Indivior’s AP Product manufacturing capabilities pursuant to a mutually agreed upon supply transition plan. The license, know-how, INDs and supply of transition assistance deliverables were combined into one unit of accounting since each of these deliverables was dependent on, and not separate from each other, and accordingly did not have stand-alone value. The materials represented the other unit of accounting. The total of the upfront cash payment of $20,000,000 and the additional cash payment of $5,000,000 were allocated into two units of accounting using the relative estimated selling price method. The Company developed its best estimate of selling prices for each deliverable in order to allocate the non-contingent arrangement consideration to the two units of accounting. For the license, know-how, INDs and supply of transition assistance, the Company used the discounted cash flow method to estimate the price at which it could sell them on a stand-alone basis. Embedded in the estimate were significant assumptions including: (1) probabilities of success during the development process; (2) potential customer market for the drug; (3) selling price for the drug; (4) costs to develop, maintain and manufacture the developed drug; and (5) discount rate. For the materials, the Company estimated the selling price based on the cost to purchase such materials from third party suppliers. Both the initial upfront cash payment of $20,000,000 and the additional cash payment of $5,000,000 were recognized as collaboration revenue upon the transfer of the deliverables to Indivior, which occurred in the third quarter of 2014. | |||||||||||||
Astellas Pharma Inc. | |||||||||||||
In December 2005, the Company entered into an agreement pursuant to which it licensed to Astellas Pharma Inc., exclusive rights to develop and commercialize gabapentin enacarbil in Japan, Korea, the Philippines, Indonesia, Thailand and Taiwan. Astellas commenced commercialization of gabapentin enacarbil in Japan, and began selling gabapentin enacarbil in July 2012 under the trade name of REGNITE® (gabapentin enacarbil) Extended-Release Tablets. In May 2013, Astellas notified the Company that it did not have plans for the commercialization of gabapentin enacarbil in the five other Asian countries in its territory. As a result, in May 2013, the rights to gabapentin enacarbil in Korea, the Philippines, Indonesia, Thailand and Taiwan reverted to the Company. In the years ended December 31, 2014, 2013 and 2012, the Company recognized collaboration revenue of $1,134,000, $1,137,000 and $1,515,000, respectively, representing amortization of the up-front license payment under this agreement. In the year ended December 31, 2012, the Company also recognized a $10,000,000 milestone payment in connection with the approval of REGNITE in Japan. For the years ended December 31, 2014, 2013 and 2012, the Company recognized $561,000, $400,000 and $109,000, respectively, in royalty revenue. As of December 31, 2014, the Company had recognized an aggregate of $54,073,000 of revenue pursuant to this agreement. At December 31, 2014, $11,998,000 of revenue was deferred under this agreement and was being recognized on a straight-line basis over a period that the Company expects to remain obligated to provide services, of which $1,134,000 was classified within current liabilities and the remaining $10,864,000 was recorded as a noncurrent liability. | |||||||||||||
Glaxo Group Limited | |||||||||||||
Prior to the November 2012 termination and transition agreement (see Note 1 for more information), in January 2012, the Company provided notice to GSK of the Company’s belief that, among other matters, GSK had materially breached its contractual obligation. In February 2012, the Company and GSK commenced litigation. The November 2012 termination and transition agreement provided for a mutual release of claims and resolved all ongoing litigation between the parties (see Note 3 for more information). | |||||||||||||
In February 2007, the Company entered into an exclusive collaboration agreement with GSK to develop and commercialize gabapentin enacarbil in all countries of the world excluding the Astellas territory. In November 2010, the Company amended and restated its collaboration agreement with GSK, pursuant to which the Company reacquired all rights to gabapentin enacarbil outside of the United States previously granted to GSK (which excludes the Astellas territory) and obtained the right, but not the obligation, to pursue development of HORIZANT for: (i) the potential treatment of diabetic peripheral neuropathy; (ii) the potential treatment of postherpetic neuralgia, or PHN, to the extent that a product label would reflect a superiority claim over a currently approved drug; and (iii) any additional indications in the United States. In April 2011, the FDA approved HORIZANT for the treatment of RLS in adults. Shipments of HORIZANT to wholesalers commenced in June 2011, and HORIZANT was commercially launched in July 2011. In June 2012, the FDA approved HORIZANT for the management of PHN in adults. Under the collaboration agreement, GSK remained responsible for further development and regulatory matters with respect to HORIZANT and manufacturing and commercialization of HORIZANT in the United States for all indications. | |||||||||||||
In March 2007, GSK made an up-front, non-refundable license payment of $75,000,000. Under the terms of the amended and restated collaboration agreement, the Company received $130,000,000 in aggregate clinical and regulatory event-based payments that have been fully recognized through December 31, 2012, including $10,000,000 received and fully recognized in June 2012 in connection with the first commercial sale of HORIZANT for the management of PHN in adults. The Company concluded that the up-front license payment did not have value to GSK on a stand-alone basis without the benefit of the specified development activities that the Company performed in connection with HORIZANT and that $85,000,000 of milestones paid for clinical trial and pre-clinical activities were either not sufficiently substantive or not sufficiently at risk to be accounted for using the “when-earned” model. Accordingly, these milestones and the up-front payment were combined into one unit of accounting that was recognized over the development period to commercialization of the product, during which time delivery of substantially all of the efforts required for the completion of the Company’s contractual responsibilities under the GSK agreement occurred, and the Company determined that no additional performance obligations resulted from the amended agreement. As of December 31, 2012, the Company had recognized an aggregate of $205,000,000 of up-front license, milestone and contingent event-based payments pursuant to this agreement and no revenue was deferred under this agreement. | |||||||||||||
The Company’s net revenue from unconsolidated joint operating activities from the GSK collaboration agreement was $0, $0 and $10,000,000 for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
The following table presents the Company’s total revenues that have been recognized during the year indicated pursuant to its current license agreement with Astellas and Indivior and its terminated collaboration agreement with GSK (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Astellas | $ | 1,695 | $ | 1,537 | $ | 11,624 | |||||||
GSK | — | — | 10,000 | ||||||||||
Indivior | 25,000 | — | — | ||||||||||
$ | 26,695 | $ | 1,537 | $ | 21,624 | ||||||||
Acquisitions_and_AcquisitionRe
Acquisitions and Acquisition-Related Items | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Acquisitions and Acquisition-Related Items | 3. Acquisitions and Acquisition-Related Items | ||||||||
On November 8, 2012, the Company reached an agreement with GSK to terminate the collaboration agreement dated November 7, 2010 between the Company and GSK (see Note 1 for more information on the termination and transition agreement and see Note 2 for more information on the terminated collaboration agreement). | |||||||||
Pursuant to a separate stock purchase agreement entered into between the parties on November 8, 2012, GSK purchased $20,000,000 of common stock of the Company, or an aggregate of 1,841,112 shares at $10.863 per share, which per share price represented a 12.5 percent premium to the average of the closing prices of the Company’s common stock for the ten trading days prior to October 31, 2012. In addition, the Company was granted a Put Option that was exercisable for six months from November 9, 2012 to require GSK to purchase up to an additional $20,000,000 of common stock of the Company at a 12.5 percent premium to the average of the closing prices of the Company’s common stock for the ten trading days prior to the day the Company exercises this option. On November 9, 2012, the Company exercised the Put Option in full. The value of the Put Option was the difference between the price paid by GSK for the shares put, $20,000,000, and the value of the shares based on the Company’s closing stock price on the day of exercise. On November 9, 2012, pursuant to the exercise of the Put Option, GSK purchased an additional 2,190,100 shares at $9.132 per share. | |||||||||
The Company accounted for the termination and transition agreement and the stock purchase agreement with GSK in accordance with the provisions of the Business Combinations topic of the Codification. Under the provisions of the Business Combinations topic, the acquisition date for a business is the date on which the Company obtains control of the acquiree. The Company obtained control of the HORIZANT business at the end of the transition period, or May 1, 2013. Accordingly, on November 8, 2012, the transaction did not meet the definition of a business combination, and the Company accounted for the transaction as a multiple-element arrangement consisting of the settlement of a pre-existing relationship in exchange for the right to acquire the HORIZANT business at the end of a defined transition period, the sale of common stock at a premium and the obligation by the Company to make certain cash payments to GSK in the future. The value of the HORIZANT business was based on an estimated discounted cash flow analysis attributable to the HORIZANT business. | |||||||||
The following table summarizes the fair value of consideration exchanged as part of the termination and transition agreement (in thousands): | |||||||||
Cash payable to GSK (recorded as “Other noncurrent liability” on the Company’s Balance Sheet for the year ended December 31, 2012) | $ | 2,314 | |||||||
Issuance of common shares to GSK | 30,268 | ||||||||
Cash received for common shares issued to GSK | (40,000 | ) | |||||||
Settlement of litigation with GSK | 20,499 | ||||||||
Transaction costs | 476 | ||||||||
$ | 13,557 | ||||||||
The components of the consideration transferred are described below: | |||||||||
• | The cash payable to GSK represents the net present value of the annual payments to GSK of $1,000,000 for six years beginning in 2016. | ||||||||
• | The Company recorded the issuance of common shares to GSK based on the Company’s closing stock prices on the respective stock issuance dates. The Company issued 1,841,112 and 2,190,100 common shares to GSK on November 8, 2012 and November 9, 2012, respectively. | ||||||||
• | The termination and transition agreement provided for a mutual release of claims and resolved all ongoing litigation between the Company and GSK and effectively settled a preexisting relationship (see Note 1 for more information). As a result, the Company recorded a gain on the settlement of litigation, which represented foregone potential future monetary damages. This amount was valued based on a probability weighted scenario analysis that took into consideration the probability of each potential future alternative outcomes of the litigation between the parties. | ||||||||
• | The transaction costs represent direct external costs incurred by the Company in connection with the November 2012 transaction. | ||||||||
The consideration exchanged was recorded in the Company’s financial statements for the year ended December 31, 2012. | |||||||||
On May 1, 2013, the Company obtained control of, and thus completed the acquisition of, the HORIZANT business. The acquisition constituted a business acquisition as defined under the provisions of the Business Combinations topic. Accordingly, the acquisition reflected the removal of the right to the HORIZANT business (which was recorded at fair value, as determined by a discounted cash flow analysis, that remained unchanged as of May 1, 2013), and the recording of the acquisition date fair values of the acquired inventory and manufacturing property and equipment assets. Assets acquired as a result of this transaction were as follows (in thousands): | |||||||||
Inventories | $ | 11,733 | |||||||
Manufacturing property and equipment | 1,967 | ||||||||
Total assets acquired | $ | 13,700 | |||||||
Inventories were comprised of acquired raw materials, specifically gabapentin enacarbil, and were valued using the cost approach. The cost approach provides a framework for estimating value based on the principle of substitution. The estimated fair value was calculated based on the costs to replace or reproduce the asset, including the cost of recrystallization of the raw material received, while considering any impact on the value of any obsolescence. | |||||||||
Manufacturing property and equipment acquired included certain equipment and a dedicated manufacturing suite for use in the manufacture of HORIZANT and was recorded at fair value using the replacement cost method. The replacement cost method uses an estimate of the cost of replacing or reproducing an asset to measure value. This amount is then reduced to reflect the amount of depreciation that has accrued given the asset’s age. Other factors and adjustments were considered in concluding on the fair value, including obsolescence of the acquired assets. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is ten years. | |||||||||
In 2013, the Company incurred $476,000 in transaction costs related to the HORIZANT business acquisition, which primarily consisted of legal, accounting and valuation-related expenses. These expenses were recorded in the “Selling, general and administrative” line of the “Operating expenses” section of the Company’s statement of comprehensive loss. | |||||||||
The following unaudited supplemental pro forma information summarizes the combined results of operations of the Company and the HORIZANT business as though the acquisition had occurred on January 1, 2012 (in thousands): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Revenues | $ | 9,128 | $ | 28,119 | |||||
Net loss | $ | 92,791 | $ | 84,695 | |||||
These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of the HORIZANT business to reflect the following adjustments: | |||||||||
• | An amendment to depreciation expense included in costs of goods sold to reflect the depreciation of the fair value of the acquired manufacturing property and equipment over the estimated remaining useful lives of the respective assets. | ||||||||
• | The difference between the cost of API that GSK incurred and the Company’s recorded fair value of the API. | ||||||||
• | The difference in selling expense between GSK direct selling expenses and the Company’s third party contractual costs. | ||||||||
The pro forma information presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of January 2012, nor is it indicative of any future results. |
Cash_and_Cash_Equivalents_Shor
Cash and Cash Equivalents, Short-Term Investments and Restricted Investments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Cash and Cash Equivalents, Short-Term Investments and Restricted Investments | 4. Cash and Cash Equivalents, Short-Term Investments and Restricted Investments | ||||||||||||||||
The following are summaries of cash and cash equivalents, short-term investments and restricted investments (in thousands): | |||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
As of December 31, 2014: | |||||||||||||||||
Cash | $ | 3,383 | $ | — | $ | — | $ | 3,383 | |||||||||
Money market funds | 8,576 | — | — | 8,576 | |||||||||||||
U.S. government-sponsored agencies | 2,000 | — | (2 | ) | 1,998 | ||||||||||||
Corporate debt securities | 88,127 | 12 | (40 | ) | 88,099 | ||||||||||||
Certificates of deposit | 1,725 | — | — | 1,725 | |||||||||||||
$ | 103,811 | $ | 12 | $ | (42 | ) | $ | 103,781 | |||||||||
Reported as: | |||||||||||||||||
Cash and cash equivalents | $ | 11,958 | |||||||||||||||
Short-term investments | 90,098 | ||||||||||||||||
Restricted investments | 1,725 | ||||||||||||||||
$ | 103,781 | ||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
As of December 31, 2013: | |||||||||||||||||
Cash | $ | 2,281 | $ | — | $ | — | $ | 2,281 | |||||||||
Money market funds | 10,046 | — | — | 10,046 | |||||||||||||
U.S. government-sponsored agencies | 2,500 | — | — | 2,500 | |||||||||||||
Corporate debt securities | 43,831 | 6 | (6 | ) | 43,831 | ||||||||||||
Certificates of deposit | 1,725 | — | — | 1,725 | |||||||||||||
$ | 60,383 | $ | 6 | $ | (6 | ) | $ | 60,383 | |||||||||
Reported as: | |||||||||||||||||
Cash and cash equivalents | $ | 20,584 | |||||||||||||||
Short-term investments | 38,074 | ||||||||||||||||
Restricted investments | 1,725 | ||||||||||||||||
$ | 60,383 | ||||||||||||||||
At December 31, 2014 and 2013, the contractual maturities of all investments held were less than 16 months and one year, respectively. All investments have been designated as available-for-sale, and changes to unrealized gains and losses are reflected as the only component of accumulated other comprehensive loss. The Company views its available-for-sale portfolio as available for use in current operations. Accordingly, the Company has classified all investments as short-term, even though the stated maturity may be one year or more beyond the current balance sheet date. | |||||||||||||||||
No gross realized gains or losses were recognized in 2014, 2013 and 2012, and accordingly, there were no amounts reclassified out of accumulated other comprehensive loss to earnings in 2014, 2013 or 2012. | |||||||||||||||||
The Company’s available-for-sale investments, which include cash equivalents and short-term investments, are measured at fair value on a recurring basis and are classified at the following fair value hierarchy (see Note 1 for the Company’s accounting policy on measuring fair value of financial instruments) (in thousands): | |||||||||||||||||
Total As of | Fair Value Measurements at Reporting Date Using | ||||||||||||||||
December 31, | |||||||||||||||||
Description | 2014 | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets | Observable | Inputs | |||||||||||||||
for Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 8,576 | $ | 8,576 | $ | — | $ | — | |||||||||
U.S. government-sponsored agencies | 1,998 | — | 1,998 | — | |||||||||||||
Corporate debt securities | 88,099 | — | 88,099 | — | |||||||||||||
Certificates of deposit | 1,725 | — | 1,725 | — | |||||||||||||
Total | $ | 100,398 | $ | 8,576 | $ | 91,822 | $ | — | |||||||||
Total As of | Fair Value Measurements at Reporting Date Using | ||||||||||||||||
December 31, | |||||||||||||||||
Description | 2013 | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets | Observable | Inputs | |||||||||||||||
for Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 10,046 | $ | 10,046 | $ | — | $ | — | |||||||||
U.S. government-sponsored agencies | 2,500 | — | 2,500 | — | |||||||||||||
Corporate debt securities | 43,831 | — | 43,831 | — | |||||||||||||
Certificates of deposit | 1,725 | — | 1,725 | — | |||||||||||||
Total | $ | 58,102 | $ | 10,046 | $ | 48,056 | $ | — | |||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment | 5. Property and Equipment, net | ||||||||
Property and equipment at December 31, 2014 and 2013 consisted of the following (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Laboratory equipment | $ | 10,561 | $ | 10,701 | |||||
Manufacturing property and equipment | 1,975 | 1,967 | |||||||
Furniture and fixtures | 1,076 | 1,107 | |||||||
Computer equipment and software | 5,656 | 5,475 | |||||||
Leasehold improvements | 3,405 | 3,344 | |||||||
22,673 | 22,594 | ||||||||
Less: Accumulated depreciation and amortization | (20,251 | ) | (20,042 | ) | |||||
Property and equipment, net | $ | 2,422 | $ | 2,552 | |||||
Other_Accrued_Liabilities
Other Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Accrued Liabilities | 6. Other Accrued Liabilities | ||||||||
Other accrued liabilities at December 31, 2014 and 2013 were as follows (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued product costs | $ | 2,009 | $ | 1,903 | |||||
Accrued selling and marketing expenses | 1,210 | 883 | |||||||
Accrued general and administrative expenses | 466 | 632 | |||||||
Accrued rebates, allowances and returns | 986 | 315 | |||||||
Other liabilities | 446 | 205 | |||||||
Total other accrued liabilities | $ | 5,117 | $ | 3,938 | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | 7. Commitments and Contingencies | ||||
Operating Leases | |||||
In February 2008, the Company entered into a lease for approximately 59,000 square feet of office space at 3400 Central Expressway, Santa Clara, California, the 3400 Lease. The term of the 3400 Lease extended to August 2013, which was 60 months from the date the premises were considered ready for occupation by the Company. | |||||
Also in February 2008, the Company amended its lease with respect to the Company’s current office space at 3410 Central Expressway, Santa Clara, California, or, as amended, the 3410 Lease, that commenced in December 2001. This amendment extended the term of the 3410 Lease for approximately two years from the original expiration date of December 10, 2011, so that the 3410 Lease would expire in August 2013, on the same date as the 3400 Lease. | |||||
In October 2012, the Company further amended the 3410 Lease to extend the term for an additional two years, so that the 3410 Lease would expire on August 27, 2015. In November 2014, the Company further amended the 3410 Lease to extend the term for an additional nine months, so that the 3410 Lease will expire on May 31, 2016. | |||||
In connection with the 3410 Lease, the Company entered into a letter of credit agreement of $1,500,000 in December 2006. The fair value of the certificate of deposit is presented as restricted investments on the balance sheet at $1,500,000 as of December 31, 2014 and 2013. This letter of credit is required until the termination of the lease. | |||||
The Company recognized rent expense on a straight-line basis over the applicable lease terms. Rent expense was $2,615,000, $2,626,000 and $3,185,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Deferred rent asset of $180,000 and $477,000 at December 31, 2014 and 2013, respectively, represented the difference between rent expense recognized and actual cash payments related to the Company’s operating leases. At December 31, 2014, deferred rent was comprised of a current deferred rent asset of $127,000 and a noncurrent deferred rent asset of $53,000. At December 31, 2013, deferred rent was comprised of a current deferred rent asset of $308,000 and a noncurrent deferred rent asset of $169,000. | |||||
At December 31, 2014, future minimum payments under the Company’s non-cancelable operating lease were as follows (in thousands): | |||||
Year ending December 31: | |||||
2015 | $ | 2,368 | |||
2016 | 986 | ||||
Total minimum lease payments | $ | 3,354 | |||
Guarantees and Indemnifications | |||||
The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The Company may terminate the indemnification agreements with its officers and directors upon 90 days’ written notice, but termination will not affect claims for indemnification relating to events occurring prior to the effective date of termination. The maximum amount of potential future indemnification is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company had not recorded any liabilities for these agreements as of December 31, 2014. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity | 8. Stockholders’ Equity | ||||||||||||||||
Common Stock | |||||||||||||||||
At December 31, 2014 and 2013, the Company was authorized to issue 100,000,000 shares of common stock. On January 29, 2014, the Company completed an underwritten public offering of 12,000,000 shares of its common stock at a price to the public of $6.00 per share. Net cash proceeds from the public offering were $67,300,000, after deducting the underwriting discounts and commissions and offering expenses payable by the Company. On February 21, 2014, the underwriters exercised in full their option to purchase 1,800,000 additional shares resulting in additional net cash proceeds of $10,100,000, after deducting the underwriting discounts and commissions and offering expenses payable by the Company. | |||||||||||||||||
Stockholders’ Rights Plan | |||||||||||||||||
On December 16, 2005, the Company adopted a preferred stock rights plan pursuant to which each share of the Company’s common stock outstanding has attached to it a preferred stock purchase right, or a right, that confers the right to purchase one one-hundredth of a share of Series A junior participating preferred stock at an exercise price of $140.00 per right, subject to adjustment, and will be exercisable only if a person or group acquires beneficial ownership of 15% or more of the Company’s common stock or announces a tender offer for 15% or more of the Company’s common stock. If such a person acquires 15% or more of the Company’s common stock, all rights holders, except such person, will be entitled to acquire the Company’s common stock at a discount through the exercise of the right. The rights plan has been designed to discourage acquisitions of more than 15% of the Company’s common stock without negotiations with the board of directors. The rights expire on January 13, 2016. The rights trade with the Company’s common stock, unless and until they are separated upon the occurrence of certain future events. The board of directors may terminate the rights plan at any time or redeem the rights prior to the time the rights are triggered. | |||||||||||||||||
Equity Incentive Plans | |||||||||||||||||
On June 11, 2014, the Company’s stockholders approved the 2014 Equity Incentive Plan, or the 2014 Plan. The 2014 Plan is intended to be the successor to the 2005 Equity Incentive Plan, the 2005 Non-Employee Directors’ Stock Option Plan and the 2010 Inducement Award Plan, collectively referred to as the Prior Plans. All outstanding stock awards granted under the Prior Plans will continue to be subject to the terms and conditions as set forth in the agreements evidencing such stock awards. | |||||||||||||||||
1999 Stock Plan | |||||||||||||||||
Under the terms of the 1999 Stock Plan, or the 1999 Plan, options or stock purchase rights were granted by the board of directors to employees, directors and consultants. Options granted were either incentive stock options or non-statutory stock options. Incentive stock options were granted to employees with exercise prices of no less than the fair value, and non-statutory options were granted to employees, directors or consultants at exercise prices of no less than 85% of the fair value of the common stock on the grant date as determined by the board of directors. Options vested as determined by the board of directors, generally at the rate of 25% at the end of the first year, with the remaining balance vesting ratably over the next three years for initial employee grants and ratably over four years for subsequent grants. Options granted under the 1999 Plan expire no more than ten years after the date of grant. All options granted under the 1999 Plan have vested. | |||||||||||||||||
2005 Equity Incentive Plan | |||||||||||||||||
In January 2005, the Company’s board of directors adopted the 2005 Equity Incentive Plan, or the 2005 Plan. Under the terms of the 2005 Plan, options vest as determined by the board of directors, generally at the rate of 25% at the end of the first year, with the remaining balance vesting ratably over the next three years for initial employee grants and ratably over four years for subsequent grants. Options granted under the 2005 Plan expire no more than ten years after the date of grant. | |||||||||||||||||
In January 2007, the Company’s board of directors approved the use of grants of restricted stock units to employees, directors or consultants under the 2005 Plan as part of the Company’s long-term incentive compensation program. Restricted stock units have no exercise price, are valued using the closing market price on the date of grant and vest as determined by the board of directors, typically either: (i) in annual tranches over a four-year period at the rate of 25% at the end of each year; (ii) in annual tranches over a three-year period at the rate of 25%, 25% and 50%, respectively, at the end of each year; (iii) in annual tranches over a three-year period at 50% on the second anniversary and 50% on the third year anniversary; or (iv) in one tranche on the one-year anniversary of the grant date. Employees can elect to have the Company withhold a portion of shares to pay for their payroll taxes in connection with the vesting of restricted stock units, where the Company would then make a cash payment for the associated payroll taxes on behalf of the employees, or employees can elect to make the cash payment for the associated payroll taxes. | |||||||||||||||||
In May 2010, the Company granted performance stock unit awards to two executive employees under the 2005 Plan. Each performance stock unit award was scheduled to vest three years from the grant date, with the actual number of shares of common stock of the Company subject to issuance to be between 0% and 200% of the target amount, based on the performance of the Company’s total shareholder return as compared to the total shareholder returns of a group of pre-selected pharmaceutical companies over a performance period ending on the third anniversary of the grant date. The target amount of shares of common stock of the Company that were subject to issuance under the performance stock unit awards was 140,000, and the grant date fair value using a lattice valuation model of these performance stock unit awards was $2,675,000. In 2010, a performance stock unit award representing a target amount of 40,000 shares was cancelled due to the departure of one of the two executive employees. In 2013, 97,300 shares were cancelled based on the performance of the Company’s total shareholder return as compared to the total shareholder returns of a group of pre-selected pharmaceutical companies over the three year performance period. At December 31, 2014 and 2013, there were no shares subject to these performance stock unit awards, and the associated expense recognized in the year ended December 31, 2014, 2013 and 2012 was $0, $232,000 and $638,000, respectively. | |||||||||||||||||
In February 2014, the Company granted performance stock options to its executive officers under the 2005 Plan. Each performance stock option is subject to two, equally weighted, performance conditions. One performance condition relates to the achievement of a pre-determined development criteria and the other relates to achievement of a pre-determined revenue criteria. Each performance stock option vests, if at all, upon achievement of the respective performance condition during a performance period ending on December 31, 2015. Shares associated with each performance condition vest 50% upon achievement of the performance condition, with the remaining 50% to vest on the one-year anniversary date of the initial vest date. The target amount of shares of common stock that are subject to issuance under these performance stock options was 316,000, and the grant date fair value using a Black-Scholes valuation model of these performance stock options was $1,334,000. During the year ended December 31, 2014, the Company recognized $445,000 in expense associated with these performance stock options. | |||||||||||||||||
Under the terms of the 2005 Plan, the maximum number of shares that may be issued shall not exceed the total of 2,000,000, plus any shares issuable from options previously granted from the 1999 Plan at the date of the Company’s initial public offering, plus an annual increase equal to the lesser of (i) 2.5% of the total number of common shares outstanding at the end of the preceding calendar year and (ii) 2,000,000 common shares. During the year ended December 31, 2014, the annual increase to the 2005 Plan reserve was 1,195,009 shares. In June 2014, in connection with the Company’s adoption of the 2014 Equity Incentive Plan, or the 2014 Plan, described below, no further awards may be granted under the 2005 Plan. Although the 2005 Plan has terminated, all outstanding options under the 2005 Plan will continue to be governed by their existing terms. | |||||||||||||||||
2005 Non-Employee Directors’ Stock Option Plan | |||||||||||||||||
In January 2005, the Company’s board of directors adopted the 2005 Non-Employee Directors’ Stock Option Plan, or the 2005 Directors’ Plan, under which non-statutory options are automatically granted to non-employee directors. | |||||||||||||||||
Before May 1, 2012, any individual who first became a non-employee director automatically received an option to purchase 25,000 shares subject to vesting in four equal successive annual installments. From May 1, 2012 to June 10, 2014, any individual who first became a non-employee director automatically received an option to purchase 30,000 shares subject to vesting in 24 successive equal monthly installments. Prior to May 1, 2012, non-employee directors serving on the date of each annual meeting of stockholders received an option to purchase 10,000 shares subject to vesting in 12 successive equal monthly installments measured from the grant date. From May 1, 2012 to June 10, 2014, non-employee directors serving on the date of each annual meeting of stockholders received an option to purchase 15,000 shares subject to vesting in 12 successive equal monthly installments measured from the grant date. Stock options were granted at exercise prices no less than the fair value on the grant date and expired no more than ten years after the date of grant. In addition, from May 1, 2012 to June 10, 2014, any individual who served as a non-employee director on the date of each annual meeting received a restricted stock unit award of 5,000 shares. These restricted stock unit awards vest in full on the one-year anniversary of the grant date. | |||||||||||||||||
Under the terms of the 2005 Directors’ Plan, the maximum number of shares that may be issued shall not exceed the total of 150,000, plus an annual increase equal to the excess of (i) the number of shares subject to options granted in the preceding calendar year, over (ii) the number of shares added back to the share reserve from cancellations, provided that such increase shall not exceed 150,000 shares. During the year ended December 31, 2014, the annual increase to the 2005 Directors’ Plan reserve was 120,000 shares. In June 2014, in connection with the Company’s adoption of the 2014 Plan described below, no further awards may be granted under the 2005 Directors’ Plan. Although the 2005 Directors’ Plan has terminated, all outstanding options under the 2005 Directors’ Plan will continue to be governed by their existing terms. | |||||||||||||||||
New Employee Inducement Stock Awards | |||||||||||||||||
In May 2008, the Company’s then Senior Vice President and Chief Commercialization Officer was granted a new employee inducement stock award outside of the Company’s stockholder-approved equity plans consisting of nonqualified stock options to purchase 140,612 shares of the Company’s common stock. The stock options have a per share exercise price of $42.59, the closing trading price of the Company’s common stock on the NASDAQ Global Market on the May 1, 2008 grant date. The stock options have a ten-year term and vested over four years, with 25% cliff vesting on the first anniversary of the May 1, 2008 grant date, and 1/48th of the shares subject to the options vesting monthly thereafter. The Company also granted to the Company’s Senior Vice President and Chief Commercialization Officer a new employee inducement stock award outside of the Company’s stockholder-approved equity plans consisting of restricted stock units for 10,000 shares of the Company’s common stock. The restricted stock units vested in four equal annual installments on each anniversary of the May 1, 2008 grant date. | |||||||||||||||||
2010 Inducement Award Plan | |||||||||||||||||
In May 2010, the Company’s board of directors adopted the 2010 Inducement Award Plan, or the 2010 Inducement Plan. Under the terms of the 2010 Inducement Plan, options vest as determined by the board of directors or the compensation committee of the board of directors, generally at the rate of 25% at the end of the first year, with the remaining balance vesting ratably over the next three years. Options granted under the 2010 Inducement Plan expire no more than ten years after the date of grant. Restricted stock units have no exercise price, are valued using the closing market price on the date of grant and vest as determined by the board of directors or the compensation committee of the board of directors, typically in annual tranches over a four-year period at the rate of 25% at the end of each year. | |||||||||||||||||
A total of 350,000 shares of common stock were initially authorized for issuance under the 2010 Inducement Plan, and an additional 625,000 shares were authorized for issuance in 2011. Under the terms of the 2010 Inducement Plan, the maximum number of shares that may be issued shall not exceed the total of 975,000. In June 2014, in connection with the Company’s adoption of the 2014 Plan described below, no further awards may be granted under the 2010 Inducement Plan. Although the 2010 Inducement Plan has terminated, all outstanding options under the 2010 Inducement Plan will continue to be governed by their existing terms. | |||||||||||||||||
2014 Equity Incentive Plan | |||||||||||||||||
The terms of the 2014 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards and performance awards that may be settled in cash, stock or other property, that may be granted by the board of directors or the independent compensation committee of the board of directors. Options granted may be either incentive stock options or non-statutory stock options. Incentive stock options may be granted to employees with exercise prices of no less than the fair value, and non-statutory options may be granted to employees, directors or consultants at exercise prices of no less than fair value, of the common stock on the grant date. Options vest as determined by the board of directors or the compensation committee of the board of directors, generally at the rate of 25% at the end of the first year, with the remaining balance vesting ratably over the next three years. Options granted under the 2014 Plan expire no more than ten years after the date of grant. The terms of the 2014 Plan also provides for the grant of restricted awards, which have no exercise price, are valued using the closing market price on the date of grant and vest as determined by the board of directors or the compensation committee of the board of directors, typically in annual tranches over a four-year period at the rate of 25% at the end of each year. The 2014 Plan also provides for the grant of performance stock or cash awards that may vest or become payable upon the attainment of pre-determined performance goals during a performance period. | |||||||||||||||||
Under the terms of the 2014 Plan, any individual who first becomes a non-employee director automatically receives an option to purchase 30,000 shares subject to vesting in 24 successive equal monthly installments. Non-employee directors serving on the date of each annual meeting of stockholders receives an option to purchase 15,000 shares subject to vesting in 12 successive equal monthly installments measured from the grant date. Stock options are granted at exercise prices no less than the fair value on the grant date and expire no more than ten years after the date of grant. In addition, any individual who serves as a non-employee director on the date of each annual meeting receives a restricted stock unit award of 5,000 shares. These restricted stock unit awards vest in full on the earlier of: (1) the one-year anniversary of the grant date or (2) the date of the next annual meeting following the grant date. | |||||||||||||||||
The total number of shares of the Company’s common stock available for issuance under the 2014 Plan is initially 4,471,059 shares plus up to an additional 7,847,852 Returning Shares (as defined below) as such shares become available from time to time. “Returning Shares” means the shares subject to outstanding awards granted under the Prior Plans and the 1999 Stock Plan that, from and after the effective date of the 2014 Plan: (a) expire or terminate for any reason prior to exercise or settlement; (b) are forfeited, cancelled or otherwise returned to the Company because of the failure to meet a contingency or condition required for the vesting of such shares; or (c) other than with respect to outstanding stock options and stock appreciation rights granted under the Prior Plans or the 1999 Stock Plan with an exercise or strike price of at least 100% of the fair market value of the underlying Company common stock on the date of grant, are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with a stock award. Eligible participants under the 2014 Plan include the Company’s employees and directors, including the Company’s executive officers and consultants. At December 31, 2014, there were 4,479,789 shares remaining and available for future grant under the 2014 Plan. | |||||||||||||||||
A summary of option activity as of and for the year ended December 31, 2014 is presented below: | |||||||||||||||||
Shares | Weighted- | Weighted- | Aggregrate | ||||||||||||||
Average | Average | Intrinsic Value | |||||||||||||||
Exercise | Remaining | ||||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(In Thousands) | |||||||||||||||||
Outstanding at January 1, 2014 | 5,368,964 | $ | 16.81 | ||||||||||||||
Options granted | 1,986,620 | 6.12 | |||||||||||||||
Options cancelled | (437,453 | ) | 11.6 | ||||||||||||||
Options exercised | (289,519 | ) | 4.49 | ||||||||||||||
Outstanding at December 31, 2014 | 6,628,612 | 14.49 | 5.86 | $ | (8,283 | ) | |||||||||||
Exercisable at December 31, 2014 | 4,504,585 | $ | 18.26 | 4.45 | $ | (3,427 | ) | ||||||||||
A summary of restricted stock unit activity for the year ended December 31, 2014 is presented below: | |||||||||||||||||
Shares | Weighted- | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Outstanding at January 1, 2014 | 1,455,190 | $ | 7.15 | ||||||||||||||
Awards granted | 394,790 | 6.07 | |||||||||||||||
Awards cancelled | (188,500 | ) | 6.87 | ||||||||||||||
Awards vested | (640,136 | ) | 7.27 | ||||||||||||||
Outstanding at December 31, 2014 | 1,021,344 | $ | 6.7 | ||||||||||||||
The weighted-average grant date fair values of options granted in the years ended December 31, 2014, 2013 and 2012 were $4.05, $5.22 and $3.12 per share, respectively. The weighted-average grant date fair values of restricted stock units granted in the years ended December 31, 2014, 2013 and 2012 were $6.07, $8.13 and $5.22 per share, respectively. | |||||||||||||||||
The aggregate intrinsic value of all options outstanding and exercisable at December 31, 2014 was based on a closing stock price of $8.77. | |||||||||||||||||
The total intrinsic value of options exercised in the years ended December 31, 2014, 2013 and 2012 was $758,000, $304,000 and $137,000, respectively. The total fair value of options that vested in the years ended December 31, 2014, 2013 and 2012 was $4,572,000, $4,786,000 and $8,107,000, respectively. The total fair value of restricted stock units that vested in the years ended December 31, 2014, 2013 and 2012 was $4,656,700, $6,202,000 and $4,372,000, respectively. | |||||||||||||||||
As of December 31, 2014, the total compensation cost related to 2,124,027 unvested options and unvested awards covering 1,021,344 shares not yet recognized was $11,616,000. This amount will be recognized over an estimated weighted-average amortization period of 2.41 years. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
As of December 31, 2014, the Company had reserved a total of 1,445,555 shares of common stock for issuance under the ESPP. In addition, the board of directors may increase the share reserve as of each January 1 through January 1, 2015, by an amount not to exceed the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year or (ii) 250,000 shares. The ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. The price at which the stock is purchased is equal to the lower of 85% of the fair market value of the common stock at the beginning of an offering period or after a purchase period ends. During the years ended December 31, 2014, 2013 and 2012, 227,720, 142,455 shares and 185,249 shares, respectively, were purchased under the ESPP. During the year ended December 31, 2014, the annual increase to the ESPP was 250,000 shares. At December 31, 2014 and 2013, there were 277,882 and 255,602 shares, respectively, remaining and available for future grant under the ESPP. | |||||||||||||||||
Warrants | |||||||||||||||||
At December 31, 2014 and 2013, 0 and 283,420 warrants were outstanding and exercisable for shares of common stock at $25.40 per share, respectively. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Preferred Stock | 9. Preferred Stock |
At December 31, 2014 and 2013, the Company was authorized to issue 5,000,000 shares of preferred stock, of which 1,000,000 shares were authorized for issuance as Series A junior participating preferred stock. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes | 10. Income Taxes | ||||||||
Deferred income taxes reflect the net tax effects of net operating loss, or NOL, and tax credit carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred tax assets were as follows (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net operating loss carryforwards | $ | 182,791 | $ | 161,663 | |||||
Research credit carryforwards | 31,249 | 30,111 | |||||||
Capitalized research and development | 3,760 | 5,579 | |||||||
Deferred revenue | 4,824 | 4,700 | |||||||
Stock awards | 16,901 | 14,672 | |||||||
Other | 3,043 | 1,605 | |||||||
Total net deferred tax assets | 242,568 | 218,330 | |||||||
Valuation allowance | (242,568 | ) | (218,330 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Realization of net deferred tax assets is dependent upon the Company generating future taxable income, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $24,238,000, $27,210,000 and $6,259,000 during 2014, 2013 and 2012, respectively. | |||||||||
As of December 31, 2014, the Company had NOL carryforwards for federal income tax purposes of $463,798,000, which expire in the years 2022 through 2034, and federal research and development tax credits of $24,022,000, which expire in the years 2021 through 2034. | |||||||||
As of December 31, 2014, the Company had NOL carryforwards for state income tax purposes of $367,492,000, which expire in the years 2015 through 2034, and state research and development tax credits of $12,507,000, which do not expire. | |||||||||
Approximately $529,000 of the valuation allowance for net deferred tax assets relates to benefits of stock option deductions that, when recognized, will be allocated directly to additional paid-in capital. | |||||||||
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. To date, the Company has not been audited by the Internal Revenue Service or any state income tax jurisdiction. Tax years 2000 to 2014 remain subject to examination by the U.S. federal jurisdiction and various state jurisdictions. | |||||||||
Utilization of the Company’s NOL and credit carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such annual limitation could result in the expiration of the NOL and credit carryforwards before utilization. As of December 31, 2014, based on the analyses performed on annual limitation as a result of ownership changes that may have occurred from inception through December 2014, the Company expects to be able to use all of its NOL and tax credit carryforwards. | |||||||||
The Company’s unrecognized tax benefits relate to state research and development tax credits claimed on the Company’s state tax returns. The state research and development tax credits have not been utilized, are fully offset by a valuation allowance and currently have no tax impact. | |||||||||
A reconciliation of the Company’s beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||
January 1, 2013 | $ | — | |||||||
Increases related to prior year tax positions | 1,340 | ||||||||
December 31, 2013 | 1,340 | ||||||||
Increases related to currrent year tax positions | 50 | ||||||||
December 31, 2014 | $ | 1,390 | |||||||
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Data (Unaudited) | 11. Quarterly Financial Data (Unaudited) | ||||||||||||||||||||||||||||||||
The following table summarizes the unaudited quarterly financial data for the last two fiscal years (in thousands, except per share data): | |||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
Dec. 31, | Sept. 30, | June 30, | March 31, | Dec. 31, | Sept. 30, | June 30, | March 31, | ||||||||||||||||||||||||||
2014 | 2014(1) | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||||||||||||
Selected Quarterly Data: | |||||||||||||||||||||||||||||||||
Total revenues | $ | 7,091 | $ | 31,068 | $ | 5,334 | $ | 3,375 | $ | 2,879 | $ | 2,527 | $ | 2,086 | $ | 459 | |||||||||||||||||
Gross profit(2) | $ | 6,143 | $ | 5,088 | $ | 4,321 | $ | 2,527 | $ | 2,121 | $ | 1,732 | $ | 1,391 | $ | — | |||||||||||||||||
Net income (loss) | $ | (17,657 | ) | $ | 8,259 | $ | (19,387 | ) | $ | (20,548 | ) | $ | (19,138 | ) | $ | (18,816 | ) | $ | (24,381 | ) | $ | (23,548 | ) | ||||||||||
Basic and diluted net income (loss) per share | $ | (0.28 | ) | $ | 0.13 | $ | (0.31 | ) | $ | (0.36 | ) | $ | (0.40 | ) | $ | (0.39 | ) | $ | (0.51 | ) | $ | (0.50 | ) | ||||||||||
-1 | Total revenues and net income was primarily from the recognition of $25,000,000 in collaboration revenue resulting from the Indivior licensing agreement (see Note 2 for more information). | ||||||||||||||||||||||||||||||||
-2 | Gross profit relates solely to HORIZANT product sales. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | 12. Subsequent Events |
In February 2015, the Company completed a private placement of $115,000,000 principal amount of 2022 Notes. Interest on the 2022 Notes will be payable semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on August 1, 2015, at a rate of 2.50% per year. The 2022 Notes mature on February 1, 2022, unless earlier converted or repurchased. The 2022 Notes are not redeemable prior to the maturity date. The 2022 Notes are convertible at an initial conversion rate of 93.2945 shares of our common stock per $1,000 principal amount of the 2022 Notes, subject to adjustment, which is equal to an initial conversion price of approximately $10.72 per share of common stock. Upon conversion, the 2022 Notes may be settled in shares of the Company’s common stock, together with a cash payment in lieu of delivering any fractional share. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date, the Company will increase the conversion rate for a holder who elects to convert its 2022 Notes in connection with such a corporate event in certain circumstances. If the Company undergoes a fundamental change, which would include specified change of control transactions, or liquidation or dissolution or its common stock ceasing to be listed or quoted on specified national securities exchanges, and the fundamental change occurs prior to the maturity date of the 2022 Notes, holders of the 2022 Notes may require the Company to repurchase 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. | |
On January 29, 2015, the Company entered into Amendment No. 1 to Rights Agreement, originally entered into on December 15, 2005, with Computershare Inc., successor rights agent to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC), as rights agent. This Amendment is entered in connection with the 2022 Notes offering described above and accommodates the structure of a “blocker” in the 2022 Notes such that no holder of the 2022 Notes will be entitled to receive shares of the Company’s common stock deliverable upon conversion of the 2022 Notes to the extent that such receipt would cause the holder to become, directly or indirectly, the “beneficial owner” (as defined in the 2022 Notes) of more than 14.99% of the shares of the Company’s common stock outstanding at such time. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Basis of Preparation | Basis of Preparation | ||||||||||||
The Company’s financial statements are prepared in accordance with the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or the Codification, which is the single source of authoritative U.S. generally accepted accounting principles, or GAAP. | |||||||||||||
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 amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. | |||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||
The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents and short-term investments, restricted investments, accounts receivables and accounts payables, approximate their fair value due to their short-term maturities. The Company accounts for the fair value of its financial instruments in accordance with the provisions of the Fair Value Measurement topic of the Codification. | |||||||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The Company applies the market approach valuation technique for fair value measurements on a recurring basis and attempts to maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. All of the Company’s cash equivalents and short-term investments are measured using inputs classified at Level 1 or Level 2 within the fair value hierarchy. Level 1 inputs are quoted prices in active markets for identical assets. Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to, benchmark yields, interest rate curves, reported trades, broker/dealer quotes and market reference data. | |||||||||||||
Cash Equivalents and Short-Term Investments | Cash Equivalents and Short-Term Investments | ||||||||||||
The Company considers all highly liquid investments with original maturities of 90 days or less at the time of purchase to be cash equivalents, which primarily consist of money market funds, U.S. government-sponsored agencies and corporate debt securities. | |||||||||||||
Management determines the appropriate classification of securities at the time of purchase. All investments have been designated as available-for-sale. The Company views its available-for-sale portfolio as available for use in current operations. Accordingly, the Company has classified all investments as short-term, even though the stated maturity may be one year or more beyond the current balance sheet date. Available-for-sale securities are carried at estimated fair value with unrealized gains and losses reported as a component of other comprehensive loss in the statements of comprehensive loss. | |||||||||||||
The cost of securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion is included in interest income. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities, if any, are recorded in interest income and expense. The cost of securities sold is based on the specific-identification method. Interest and dividends are included in interest income. | |||||||||||||
Restricted Investments | Restricted Investments | ||||||||||||
Under a facilities operating lease agreement, the Company is required to secure a letter of credit with cash or securities. At December 31, 2014 and 2013, the Company recorded $1,500,000 of restricted investments related to the letter of credit (see Note 7 for more information). The $1,500,000 was classified as restricted investments in the accompanying balance sheets at both December 31, 2014 and 2013. | |||||||||||||
In connection with the Company’s license to use radioactive materials in its research facilities, it must maintain a $225,000 letter of credit with the Radiological Health Branch of the State of California. This requirement has been fulfilled through certificates of deposit with a financial institution. The fair value of the secured amount of $225,000 was classified as restricted investments in the accompanying balance sheets at both December 31, 2014 and 2013. | |||||||||||||
Segment Information | Segment Information | ||||||||||||
The Company operates in one operating segment, which is the development and commercialization of product candidates for the potential treatment of neurological and other disorders, and has operations solely in the United States. To date, all of the Company’s revenues from product sales are related to sales of HORIZANT in the United States. The Company also has recognized upfront and milestone payments and royalty revenue from its partnership with Astellas Pharma Inc. and recognized upfront and additional payments from its partnership with Indivior (see Note 2 for more information on these arrangements). | |||||||||||||
Concentrations of Risk | Concentrations of Risk | ||||||||||||
The Company invests cash that is not being used for operational purposes. This exposes the Company to credit risk in the event of default by the institutions holding the cash and cash equivalents and available-for-sale securities to the extent of the amounts on its balance sheets. The credit risk is mitigated by the Company’s investment policy, which allows for the purchase of low risk debt securities issued by the U.S. government, U.S. government-sponsored agencies and highly rated banks and corporations, subject to certain concentration limits. The maturities of these securities are maintained at no longer than 16 months. The Company believes its established guidelines for investment of its excess cash enhances safety and liquidity through its policies on diversification and investment maturity. | |||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and available-for-sale investment securities in high-credit quality debt securities issued by the U.S. government, U.S. government-sponsored enterprises and highly rated banks and corporations. The carrying amounts of cash equivalents and available-for-sale investment securities are stated at fair value. | |||||||||||||
The Company is subject to credit risk from its accounts receivable related to product sales. The Company’s trade accounts receivable arises from product sales in the United States. Three wholesale distributors represented 41%, 28% and 26%, respectively, of product sales for the year ended December 31, 2014. These three customers individually comprised 48%, 26% and 22%, respectively, of accounts receivable as of December 31, 2014. Three wholesale distributors represented 47%, 33% and 16%, respectively, of product sales for the year ended December 31, 2013. These three customers individually comprised 45%, 29% and 22%, respectively, of product sales related to accounts receivable as of December 31, 2013. To date, the Company has not experienced any losses with respect to the collection of its accounts receivable and believes that its accounts receivable are collectible. | |||||||||||||
The Company relies on a single third-party contract manufacturer organization to manufacture HORIZANT. | |||||||||||||
Property and Equipment | Property and Equipment | ||||||||||||
Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the estimated useful lives of the respective assets, which is generally five to ten years for the Company’s laboratory equipment, furniture and fixtures and manufacturing property and equipment and generally three years for the Company’s computer equipment and software. Leasehold improvements are amortized over their estimated useful lives or the remaining lease term, whichever is shorter. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Product Sales | |||||||||||||
The Company began selling HORIZANT to wholesalers in May 2013 following the return of the Company’s commercial rights from GSK. The Company recognizes revenue from HORIZANT product sales when there is persuasive evidence that an arrangement exists, delivery to the customer has occurred, the price is fixed or determinable and collectability is reasonably assured. Revenue from product sales is recorded net of estimated allowances for customer incentives such as cash discounts for prompt payment, distributor fees, expected returns, as appropriate (which are based on an analysis of historical return rates and deductions of HORIZANT, since its commercial launch by GSK in the second quarter of 2011), government rebates such as Medicaid reimbursements and patient assistance programs. Calculating certain of these items involves estimates and judgments based on contractual terms, historical utilization rates data for HORIZANT and new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company’s expectations regarding future utilization rates for these programs and channel inventory data. If future actual results vary from the Company’s estimates, the Company may need to adjust these estimates, which could have an effect on product sales and earnings in the period of adjustment. | |||||||||||||
Items Deducted from Gross Product Sales | |||||||||||||
Prompt Pay Discount | |||||||||||||
The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for prompt payment. Based on the Company’s and GSK’s commercialization experience, the Company expects customers to continue to comply with the prompt payment terms to earn the cash discount as the Company is selling HORIZANT to the same customers under similar prompt payment terms and conditions. The Company estimates cash discounts for prompt payment based on contractual terms, GSK’s historical customer utilization rates and the Company’s historical customer utilization rates. The Company accounts for cash discounts by reducing accounts receivable by the full amount and recognizing the discount as a reduction of revenue in the same period the related revenue is recognized. | |||||||||||||
Distributor Fees | |||||||||||||
Under the Company’s inventory management agreements with significant wholesalers, the Company pays the wholesalers a fee primarily for distribution services as well as the maintenance of inventory levels. These distributor fees are based on a contractually determined fixed percentage of sales. The Company accrues the contractual amount and recognizes the discount as a reduction of revenue in the same period the related revenue is recognized. | |||||||||||||
Product Returns | |||||||||||||
The Company does not provide its customers with a general right of product return, but permits returns if the product is damaged or defective when received by the customer, or if the product has or is nearly expired. HORIZANT tablets currently have a shelf-life of 36 months from the date of manufacture. The Company will accept returns for products that will expire within six months or that have expired up to one year after their expiration dates. The Company obtained actual return history classified by the reasons for returns from GSK since GSK’s product launch in 2011, which provides a basis to reasonably estimate the Company’s future product returns. The Company estimates returns taking into consideration Company-specific adjustments to GSK’s returns history, the Company’s returns history, the shelf life of product, shipment and prescription trends and estimated distribution channel inventory levels. | |||||||||||||
Government Rebates and Chargebacks | |||||||||||||
The Company participates in a number of government rebate programs, such as the Medicaid Drug Rebate Program that provides assistance to eligible low-income patients based on each individual state’s guidelines regarding eligibility and services, Public Health Services or 340b programs, and the Medicare Part D Coverage Gap Discount Program, which provides rebates on prescriptions that fall within the “donut hole” coverage gap; and the Department of Veterans Affairs that offers discounts to authorized users of HORIZANT. HORIZANT is also listed on the Federal Supply Schedule, or FSS, of the General Services Administration which provides a discount to the Department of Defense, Department of Veterans Affairs, and TriCare. The Company estimates reductions to the Company’s revenues for government rebate programs based on product pricing, current rebates, GSK’s historical utilization rates, the Company’s actual utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, the Company’s expectations regarding future rebates for these programs and estimated levels of inventory in the distribution channel. | |||||||||||||
Patient Assistance | |||||||||||||
The Company offers a co-pay card program to assist commercially insured patients with the cost of their HORIZANT related co-payments. Participating retail pharmacies get reimbursed by the Company for the amount of the co-pay assistance provided to eligible patients. The Company estimates and accrues the cost of the co-pay program based on historical redemption activity for this program. The Company reimburses the participating pharmacies approximately one month after the prescriptions subject to co-pay assistance are filled. | |||||||||||||
Multiple-Element Arrangements | |||||||||||||
Revenue arrangements are accounted for in accordance with the provisions of the Revenue Recognition-Multiple-Element Arrangements topic of the Codification. | |||||||||||||
In evaluating arrangements with multiple elements, the Company considers whether components of the arrangement represent separate units of accounting based upon whether certain criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. This evaluation requires subjective determinations and requires management to make judgments about the fair value of individual elements and whether such elements are separable from other aspects of the contractual relationship. The consideration received in such arrangements is allocated among the separate units of accounting based on the relative selling price method under which the selling price for each deliverable is determined using vendor-specific objective evidence of selling price, if it exists; otherwise, third-party evidence of selling price. If vendor-specific objective evidence and third-party evidence of selling price are not available for a deliverable, the Company will use its best estimate of the selling price for that deliverable when applying the relative selling price method. The applicable revenue recognition criteria are applied to each of the separate units. | |||||||||||||
Revenues from multiple deliverables combined as a single unit of accounting are deferred and recognized over the period during which the Company remains obligated to perform services. The specific methodology for the recognition of the revenue (e.g., straight-line or according to specific performance criteria) is determined on a case-by-case basis according to the facts and circumstances applicable to a given agreement. | |||||||||||||
Payments received in excess of revenues recognized are recorded as deferred revenue until such time as the revenue recognition criteria have been met. | |||||||||||||
Collaboration revenue consisted of the recognition of revenues from upfront and milestone payments from the Company’s partnership with Astellas Pharma Inc. and from upfront and additional payments from its license agreement with Indivior. Net revenue from unconsolidated joint operating activities included all revenue that resulted solely from the Company’s terminated collaboration agreement with GSK. The Company accounts for the revenue-related activities of these collaboration agreements as follows: | |||||||||||||
• | Up-front, licensing-type payments. Up-front, licensing-type payments are assessed to determine whether or not the licensee is able to obtain any stand-alone value from the license. Where this is not the case, the Company does not consider the license deliverable to be a separate unit of accounting, and the revenue is deferred with revenue recognition for the license fee being assessed in conjunction with the other deliverables that constitute the combined unit of accounting. | ||||||||||||
• | Milestones. Revenue recognition will occur only if the consideration earned from the achievement of a milestone meets all the criteria for the milestone to be considered substantive at the inception of the arrangement, such that it: (i) is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the item delivered as a result of a specific outcome resulting from the Company’s performance to achieve the milestone; (ii) relates solely to past performance; and (iii) is reasonably relative to all deliverables and payment terms in the arrangement. | ||||||||||||
The Company will assess the nature of contingent payments, and appropriate accounting for, these payments on a case-by-case basis in accordance with the provisions of the Revenue Recognition topic of the Codification. | |||||||||||||
• | Profit and loss sharing. This represented the Company’s share of the profits and losses from the co-promotion of HORIZANT with GSK under the terminated collaboration with GSK. Amounts were recognized in the period in which the related activities occurred, and their financial statement classification was based on the Company’s assessment that these activities constituted part of the Company’s ongoing central operations. | ||||||||||||
• | Product royalties. The Company is entitled to receive royalties on net sales of gabapentin enacarbil (known as REGNITE) in Japan. Astellas initiated sales of REGNITE in Japan in July 2012, and the Company recognizes the associated product royalties when they can be reliably measured and collectability is reasonably assured (generally upon receipt of the royalty payment). | ||||||||||||
Cost of Product Sales | Cost of Product Sales | ||||||||||||
Cost of product sales includes direct and indirect costs to manufacture product sold, including tableting, packaging, storage, shipping and handling costs and inventory write-downs, if any. | |||||||||||||
Accounts Receivable | Accounts Receivable | ||||||||||||
Trade accounts receivable are recorded net of allowances for cash discounts for prompt payment, wholesaler discounts and chargebacks. The need for bad debt allowance is evaluated each reporting period based on the Company’s assessment of the credit worthiness of its customers. | |||||||||||||
Inventories | Inventories | ||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out, or FIFO, basis. Inventories include active pharmaceutical ingredient, or API, and contract manufacturing costs. The Company regularly evaluates the Company’s inventories for excess quantities and obsolescence (expiration), taking into account such factors as historical and anticipated future sales compared to quantities on hand and the remaining shelf life of HORIZANT. Write-downs of inventories are considered to be permanent reductions in the cost basis of inventories. | |||||||||||||
Inventories that are not expected to be consumed within 12 months following the balance sheet date are classified as long-term inventories. | |||||||||||||
Inventories as of December 31, 2014 and 2013 were summarized as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Raw materials | $ | 9,273 | $ | 10,258 | |||||||||
Work in progress | 517 | 76 | |||||||||||
Finished goods | 766 | 1,113 | |||||||||||
Total inventory | 10,556 | 11,447 | |||||||||||
Less: Long-term inventories | 9,098 | 10,185 | |||||||||||
Total inventory classified as current | $ | 1,458 | $ | 1,262 | |||||||||
Long-term inventories consisted of gabapentin enacarbil API used for production of HORIZANT. The Company evaluates demand for HORIZANT and expected consumption of the API based on long-term projected sales of HORIZANT. | |||||||||||||
Research and Development | Research and Development | ||||||||||||
All research and development costs, including those funded by third parties, are expensed as incurred. Research and development costs consisted of salaries, employee benefits, laboratory supplies, costs associated with clinical trials, including amounts paid to clinical research organizations, other professional services and facility costs. | |||||||||||||
Clinical Trials | Clinical Trials | ||||||||||||
The Company accrues and expenses the costs for clinical trial activities performed by third parties based upon estimates of the percentage of work completed over the life of the individual study in accordance with agreements established with contract research organizations and clinical trial sites. The Company determines the estimates through discussions with internal clinical personnel and external service providers as to progress or stage of completion of trials or services and the agreed upon fee to be paid for such services. Costs of setting up clinical trial sites for participation in the trials are expensed immediately as research and development expenses. Clinical trial site costs related to patient visits are accrued as patients’ progress through the trial and are reduced by any payments made to the clinical trial site. Non-refundable advance payments for research and development goods or services are recognized as expense as the related goods are delivered or the related services are provided in accordance with the provisions of the Research and Development Arrangements topic of the Codification. | |||||||||||||
Nonretirement Postemployment Benefits | Nonretirement Postemployment Benefits | ||||||||||||
On May 31, 2012, the Company adopted the XenoPort Amended and Restated 2012 Severance Plan, or the 2012 Severance Plan, for the benefit of the Company’s non-executive employees. Under the terms of the 2012 Severance Plan, a non-executive employee terminated by the Company because of elimination of his or her position is eligible to receive continuation of medical insurance under COBRA and specified severance payments based on the employee’s level and years of service with the Company. The Company accounts for employee termination benefits in accordance with the provisions of the Compensation-Nonretirement Postemployment Benefits topic of the Codification and records employee termination liabilities once they are both probable and estimable for severance provided under the Company’s existing severance program. | |||||||||||||
On June 14, 2013, the Company implemented a reduction in force that included the elimination of certain non-executive positions as the Company completed certain work projects on its AP development program. As a result, the Company recorded severance benefits charges of $703,000 in 2013, which were included in the “Research and development” line of the “Operating expenses” section of the Company’s statements of comprehensive loss. As of December 31, 2014 and 2013, there were no associated liability balances. | |||||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||||
The Compensation — Stock Compensation topic of the Codification establishes accounting for stock-based awards exchanged for employee services. In accordance with this topic, for stock options, awards and stock purchase rights under the Company’s employee stock purchase plan, or ESPP, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. | |||||||||||||
The effect of recording stock-based compensation under the Compensation — Stock Compensation topic was as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share amounts) | |||||||||||||
Stock-based compensation by type of award: | |||||||||||||
Employee stock options and awards | $ | 8,531 | $ | 10,083 | $ | 11,956 | |||||||
ESPP | 510 | 461 | 325 | ||||||||||
Total stock-based compensation | $ | 9,041 | $ | 10,544 | $ | 12,281 | |||||||
Effect on basic and diluted net loss per share | $ | (0.15 | ) | $ | (0.22 | ) | $ | (0.31 | ) | ||||
The Company’s employee non-cash stock-based compensation was reported as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Research and development | $ | 2,062 | $ | 3,059 | $ | 4,364 | |||||||
Selling, general and administrative | 6,979 | 7,485 | 7,917 | ||||||||||
$ | 9,041 | $ | 10,544 | $ | 12,281 | ||||||||
Valuation Assumptions | |||||||||||||
The Company estimates the fair value of all of its stock options and stock purchase rights on the date of grant using a Black-Scholes valuation model that requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company derived the expected life assumptions using data obtained from similar entities, taking into consideration factors such as industry, stage of life cycle, size and financial leverage. The Company has determined that its historical volatility can be used to derive the expected stock price volatility assumption. The Company expenses the resulting charge using the straight-line attribution method over the vesting period. Restricted stock units are measured at the fair value of the Company’s common stock on the date of grant and expensed over the period of vesting using the straight-line attribution approach. The calculation of the Black-Scholes valuations used the following weighted-average assumptions: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Volatility for options | 0.81 | 0.82 | 0.81 | ||||||||||
Volatility for ESPP | 0.55 | 0.59 | 0.65 | ||||||||||
Weighted-average expected life of options (years) | 5.25 | 5.25 | 5.09 | ||||||||||
Weighted-average expected life of ESPP rights (years) | 0.75 | 0.75 | 0.75 | ||||||||||
Risk-free interest rate for options | 1.52-1.77 | % | 0.70-1.60 | % | 0.62-1.02 | % | |||||||
Risk-free interest rate for ESPP rights | 0.05-0.17 | % | 0.07-0.17 | % | 0.07-0.27 | % | |||||||
Income Taxes | Income Taxes | ||||||||||||
Income taxes are accounted for in accordance with the Income Taxes topic of the Codification using the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more-likely-than-not that the deferred tax assets will not be realized. | |||||||||||||
The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at the reporting date. | |||||||||||||
As of December 31, 2014, the Company had unrecognized tax benefits and expects no significant changes in unrecognized tax benefits in the next 12 months (see Note 10 for more information). | |||||||||||||
The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged to the Company in relation to the underpayment of income taxes. | |||||||||||||
Comprehensive Loss | Comprehensive Loss | ||||||||||||
The Company presents all non-owner changes in stockholders’ equity in a single continuous statement of comprehensive loss and shows: (i) each component of net loss along with total net loss; (ii) each component of other comprehensive loss along with a total for other comprehensive loss; and (iii) a total amount for comprehensive loss. The Company’s other comprehensive loss is comprised of unrealized gains (losses) on available-for-sale securities. | |||||||||||||
Advertising Costs | Advertising Costs | ||||||||||||
Advertising costs, included in selling, general and administrative expenses, are charged to expense as incurred. Advertising expenses for the year ended December 31, 2014 and 2013, was $9,568,000 and $8,244,000, respectively. The Company did not have advertising costs for the year ended December 31, 2012. | |||||||||||||
Net Loss Per Share | Net Loss Per Share | ||||||||||||
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period without consideration for potential common shares. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period plus any dilutive potential common shares for the period determined using the treasury-stock method. For purposes of this calculation, restricted stock units, options to purchase stock and warrants are considered to be potential common shares and are only included in the calculation of diluted net loss per share when their effect is dilutive. | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net loss | $ | (49,333 | ) | $ | (85,883 | ) | $ | (30,814 | ) | ||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding | 60,856 | 47,545 | 39,434 | ||||||||||
Basic and diluted net loss per share | $ | (0.81 | ) | $ | (1.81 | ) | $ | (0.78 | ) | ||||
Outstanding securities at period end not included in the computation of diluted net loss per share as they had an anti-dilutive effect: | |||||||||||||
Restricted stock units and options to purchase common stock | 7,650 | 6,824 | 6,339 | ||||||||||
Warrants outstanding | — | 283 | 283 | ||||||||||
7,650 | 7,107 | 6,622 | |||||||||||
On January 29, 2014, the Company completed an underwritten public offering of 12,000,000 shares of its common stock at a price to the public of $6.00 per share. On February 21, 2014, the underwriters exercised in full their option to purchase 1,800,000 additional shares. | |||||||||||||
On February 3, 2015, the Company completed a private placement of $115,000,000 aggregate principal amount of 2.50% Convertible Senior Notes due 2022, or the 2022 Notes, to the investment bank acting as the initial purchaser who subsequently resold the 2022 Notes to qualified institutional buyers. The 2022 Notes are convertible at an initial conversion rate of 93.2945 shares of the Company’s common stock per $1,000 principal amount of the 2022 Notes, which is equal to an initial conversion price of approximately $10.72 per share of common stock (see Note 12 for more information). | |||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), which creates a single source of revenue guidance under GAAP for all companies in all industries. The core principle of ASU 2014-09 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process in order to achieve this core principle, which may require the use of judgment and estimates. ASU 2014-09 also requires expanded qualitative and quantitative disclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and estimates used. ASU 2014-09 will be effective for the Company in the first quarter of fiscal 2017, and early adoption is not permitted. The Company may adopt ASU 2014-09 either by way of a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. The Company is currently evaluating the impact that ASU 2014-09 will have on its financial statements and has not yet determined which transition method it will apply. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15). This update is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments: (1) provide a definition of the term substantial doubt; (2) require an evaluation every reporting period including interim periods; (3) provide principles for considering the mitigating effect of management’s plans; (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans; (5) require an express statement and other disclosures when substantial doubt is not alleviated; and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 will be effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2014-15 will be effective for the Company beginning with its annual report for fiscal 2016 and interim periods thereafter. The Company is currently evaluating the impact that ASU 2014-15 will have on its financial statements. |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Inventory | Inventories as of December 31, 2014 and 2013 were summarized as follows (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Raw materials | $ | 9,273 | $ | 10,258 | |||||||||
Work in progress | 517 | 76 | |||||||||||
Finished goods | 766 | 1,113 | |||||||||||
Total inventory | 10,556 | 11,447 | |||||||||||
Less: Long-term inventories | 9,098 | 10,185 | |||||||||||
Total inventory classified as current | $ | 1,458 | $ | 1,262 | |||||||||
Stock-Based Compensation by Type of Award | The effect of recording stock-based compensation under the Compensation — Stock Compensation topic was as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share amounts) | |||||||||||||
Stock-based compensation by type of award: | |||||||||||||
Employee stock options and awards | $ | 8,531 | $ | 10,083 | $ | 11,956 | |||||||
ESPP | 510 | 461 | 325 | ||||||||||
Total stock-based compensation | $ | 9,041 | $ | 10,544 | $ | 12,281 | |||||||
Effect on basic and diluted net loss per share | $ | (0.15 | ) | $ | (0.22 | ) | $ | (0.31 | ) | ||||
Employee Non-Cash Stock-Based Compensation Excluding Non-Cash Stock-Based Compensation Resulting from Twenty Ten Restructuring Plan | The Company’s employee non-cash stock-based compensation was reported as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands) | |||||||||||||
Research and development | $ | 2,062 | $ | 3,059 | $ | 4,364 | |||||||
Selling, general and administrative | 6,979 | 7,485 | 7,917 | ||||||||||
$ | 9,041 | $ | 10,544 | $ | 12,281 | ||||||||
Black-Scholes Valuation Assumptions to Estimates Fair Value of Stock Options and Stock Purchase Rights | The calculation of the Black-Scholes valuations used the following weighted-average assumptions: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||
Volatility for options | 0.81 | 0.82 | 0.81 | ||||||||||
Volatility for ESPP | 0.55 | 0.59 | 0.65 | ||||||||||
Weighted-average expected life of options (years) | 5.25 | 5.25 | 5.09 | ||||||||||
Weighted-average expected life of ESPP rights (years) | 0.75 | 0.75 | 0.75 | ||||||||||
Risk-free interest rate for options | 1.52-1.77 | % | 0.70-1.60 | % | 0.62-1.02 | % | |||||||
Risk-free interest rate for ESPP rights | 0.05-0.17 | % | 0.07-0.17 | % | 0.07-0.27 | % | |||||||
Net Loss Per Share | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share amounts) | |||||||||||||
Numerator: | |||||||||||||
Net loss | $ | (49,333 | ) | $ | (85,883 | ) | $ | (30,814 | ) | ||||
Denominator: | |||||||||||||
Weighted-average common shares outstanding | 60,856 | 47,545 | 39,434 | ||||||||||
Basic and diluted net loss per share | $ | (0.81 | ) | $ | (1.81 | ) | $ | (0.78 | ) | ||||
Outstanding securities at period end not included in the computation of diluted net loss per share as they had an anti-dilutive effect: | |||||||||||||
Restricted stock units and options to purchase common stock | 7,650 | 6,824 | 6,339 | ||||||||||
Warrants outstanding | — | 283 | 283 | ||||||||||
7,650 | 7,107 | 6,622 | |||||||||||
License_and_Collaboration_Agre1
License and Collaboration Agreements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Revenue from License Agreement | The following table presents the Company’s total revenues that have been recognized during the year indicated pursuant to its current license agreement with Astellas and Indivior and its terminated collaboration agreement with GSK (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Astellas | $ | 1,695 | $ | 1,537 | $ | 11,624 | |||||||
GSK | — | — | 10,000 | ||||||||||
Indivior | 25,000 | — | — | ||||||||||
$ | 26,695 | $ | 1,537 | $ | 21,624 | ||||||||
Acquisitions_and_AcquisitionRe1
Acquisitions and Acquisition-Related Items (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value of Net Identified Assets Acquired and Consideration Exchanged | The following table summarizes the fair value of consideration exchanged as part of the termination and transition agreement (in thousands): | ||||||||
Cash payable to GSK (recorded as “Other noncurrent liability” on the Company’s Balance Sheet for the year ended December 31, 2012) | $ | 2,314 | |||||||
Issuance of common shares to GSK | 30,268 | ||||||||
Cash received for common shares issued to GSK | (40,000 | ) | |||||||
Settlement of litigation with GSK | 20,499 | ||||||||
Transaction costs | 476 | ||||||||
$ | 13,557 | ||||||||
Assets acquired (Detail) | Assets acquired as a result of this transaction were as follows (in thousands): | ||||||||
Inventories | $ | 11,733 | |||||||
Manufacturing property and equipment | 1,967 | ||||||||
Total assets acquired | $ | 13,700 | |||||||
Proforma Consolidated Revenues and Net Loss | The following unaudited supplemental pro forma information summarizes the combined results of operations of the Company and the HORIZANT business as though the acquisition had occurred on January 1, 2012 (in thousands): | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Revenues | $ | 9,128 | $ | 28,119 | |||||
Net loss | $ | 92,791 | $ | 84,695 |
Cash_and_Cash_Equivalents_Shor1
Cash and Cash Equivalents, Short-Term Investments and Restricted Investments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Cash and Cash Equivalents, Short-Term Investments and Restricted Investments | The following are summaries of cash and cash equivalents, short-term investments and restricted investments (in thousands): | ||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
As of December 31, 2014: | |||||||||||||||||
Cash | $ | 3,383 | $ | — | $ | — | $ | 3,383 | |||||||||
Money market funds | 8,576 | — | — | 8,576 | |||||||||||||
U.S. government-sponsored agencies | 2,000 | — | (2 | ) | 1,998 | ||||||||||||
Corporate debt securities | 88,127 | 12 | (40 | ) | 88,099 | ||||||||||||
Certificates of deposit | 1,725 | — | — | 1,725 | |||||||||||||
$ | 103,811 | $ | 12 | $ | (42 | ) | $ | 103,781 | |||||||||
Reported as: | |||||||||||||||||
Cash and cash equivalents | $ | 11,958 | |||||||||||||||
Short-term investments | 90,098 | ||||||||||||||||
Restricted investments | 1,725 | ||||||||||||||||
$ | 103,781 | ||||||||||||||||
Cost | Gross | Gross | Estimated | ||||||||||||||
Unrealized | Unrealized | Fair Value | |||||||||||||||
Gains | Losses | ||||||||||||||||
As of December 31, 2013: | |||||||||||||||||
Cash | $ | 2,281 | $ | — | $ | — | $ | 2,281 | |||||||||
Money market funds | 10,046 | — | — | 10,046 | |||||||||||||
U.S. government-sponsored agencies | 2,500 | — | — | 2,500 | |||||||||||||
Corporate debt securities | 43,831 | 6 | (6 | ) | 43,831 | ||||||||||||
Certificates of deposit | 1,725 | — | — | 1,725 | |||||||||||||
$ | 60,383 | $ | 6 | $ | (6 | ) | $ | 60,383 | |||||||||
Reported as: | |||||||||||||||||
Cash and cash equivalents | $ | 20,584 | |||||||||||||||
Short-term investments | 38,074 | ||||||||||||||||
Restricted investments | 1,725 | ||||||||||||||||
$ | 60,383 | ||||||||||||||||
Available-For-Sale Investments Measured at Fair Value | |||||||||||||||||
Total As of | Fair Value Measurements at Reporting Date Using | ||||||||||||||||
December 31, | |||||||||||||||||
Description | 2014 | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets | Observable | Inputs | |||||||||||||||
for Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 8,576 | $ | 8,576 | $ | — | $ | — | |||||||||
U.S. government-sponsored agencies | 1,998 | — | 1,998 | — | |||||||||||||
Corporate debt securities | 88,099 | — | 88,099 | — | |||||||||||||
Certificates of deposit | 1,725 | — | 1,725 | — | |||||||||||||
Total | $ | 100,398 | $ | 8,576 | $ | 91,822 | $ | — | |||||||||
Total As of | Fair Value Measurements at Reporting Date Using | ||||||||||||||||
December 31, | |||||||||||||||||
Description | 2013 | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Unobservable | |||||||||||||||
Markets | Observable | Inputs | |||||||||||||||
for Identical | Inputs | (Level 3) | |||||||||||||||
Assets | (Level 2) | ||||||||||||||||
(Level 1) | |||||||||||||||||
Money market funds | $ | 10,046 | $ | 10,046 | $ | — | $ | — | |||||||||
U.S. government-sponsored agencies | 2,500 | — | 2,500 | — | |||||||||||||
Corporate debt securities | 43,831 | — | 43,831 | — | |||||||||||||
Certificates of deposit | 1,725 | — | 1,725 | — | |||||||||||||
Total | $ | 58,102 | $ | 10,046 | $ | 48,056 | $ | — | |||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment | Property and equipment at December 31, 2014 and 2013 consisted of the following (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Laboratory equipment | $ | 10,561 | $ | 10,701 | |||||
Manufacturing property and equipment | 1,975 | 1,967 | |||||||
Furniture and fixtures | 1,076 | 1,107 | |||||||
Computer equipment and software | 5,656 | 5,475 | |||||||
Leasehold improvements | 3,405 | 3,344 | |||||||
22,673 | 22,594 | ||||||||
Less: Accumulated depreciation and amortization | (20,251 | ) | (20,042 | ) | |||||
Property and equipment, net | $ | 2,422 | $ | 2,552 | |||||
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Accrued Liabilities | Other accrued liabilities at December 31, 2014 and 2013 were as follows (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued product costs | $ | 2,009 | $ | 1,903 | |||||
Accrued selling and marketing expenses | 1,210 | 883 | |||||||
Accrued general and administrative expenses | 466 | 632 | |||||||
Accrued rebates, allowances and returns | 986 | 315 | |||||||
Other liabilities | 446 | 205 | |||||||
Total other accrued liabilities | $ | 5,117 | $ | 3,938 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Future Minimum Payments under The Company's Non-Cancelable Operating Lease | At December 31, 2014, future minimum payments under the Company’s non-cancelable operating lease were as follows (in thousands): | ||||
Year ending December 31: | |||||
2015 | $ | 2,368 | |||
2016 | 986 | ||||
Total minimum lease payments | $ | 3,354 | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Option Activity | A summary of option activity as of and for the year ended December 31, 2014 is presented below: | ||||||||||||||||
Shares | Weighted- | Weighted- | Aggregrate | ||||||||||||||
Average | Average | Intrinsic Value | |||||||||||||||
Exercise | Remaining | ||||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(In Thousands) | |||||||||||||||||
Outstanding at January 1, 2014 | 5,368,964 | $ | 16.81 | ||||||||||||||
Options granted | 1,986,620 | 6.12 | |||||||||||||||
Options cancelled | (437,453 | ) | 11.6 | ||||||||||||||
Options exercised | (289,519 | ) | 4.49 | ||||||||||||||
Outstanding at December 31, 2014 | 6,628,612 | 14.49 | 5.86 | $ | (8,283 | ) | |||||||||||
Exercisable at December 31, 2014 | 4,504,585 | $ | 18.26 | 4.45 | $ | (3,427 | ) | ||||||||||
Restricted Stock Unit Activity | A summary of restricted stock unit activity for the year ended December 31, 2014 is presented below: | ||||||||||||||||
Shares | Weighted- | ||||||||||||||||
Average | |||||||||||||||||
Grant Date | |||||||||||||||||
Fair Value | |||||||||||||||||
Outstanding at January 1, 2014 | 1,455,190 | $ | 7.15 | ||||||||||||||
Awards granted | 394,790 | 6.07 | |||||||||||||||
Awards cancelled | (188,500 | ) | 6.87 | ||||||||||||||
Awards vested | (640,136 | ) | 7.27 | ||||||||||||||
Outstanding at December 31, 2014 | 1,021,344 | $ | 6.7 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Significant Components of Net Deferred Tax Assets | Significant components of the Company’s net deferred tax assets were as follows (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Net operating loss carryforwards | $ | 182,791 | $ | 161,663 | |||||
Research credit carryforwards | 31,249 | 30,111 | |||||||
Capitalized research and development | 3,760 | 5,579 | |||||||
Deferred revenue | 4,824 | 4,700 | |||||||
Stock awards | 16,901 | 14,672 | |||||||
Other | 3,043 | 1,605 | |||||||
Total net deferred tax assets | 242,568 | 218,330 | |||||||
Valuation allowance | (242,568 | ) | (218,330 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the Company’s beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | ||||||||
January 1, 2013 | $ | — | |||||||
Increases related to prior year tax positions | 1,340 | ||||||||
December 31, 2013 | 1,340 | ||||||||
Increases related to currrent year tax positions | 50 | ||||||||
December 31, 2014 | $ | 1,390 | |||||||
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Quarterly Financial Data | The following table summarizes the unaudited quarterly financial data for the last two fiscal years (in thousands, except per share data): | ||||||||||||||||||||||||||||||||
Quarter Ended | |||||||||||||||||||||||||||||||||
Dec. 31, | Sept. 30, | June 30, | March 31, | Dec. 31, | Sept. 30, | June 30, | March 31, | ||||||||||||||||||||||||||
2014 | 2014(1) | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||||||||||||
Selected Quarterly Data: | |||||||||||||||||||||||||||||||||
Total revenues | $ | 7,091 | $ | 31,068 | $ | 5,334 | $ | 3,375 | $ | 2,879 | $ | 2,527 | $ | 2,086 | $ | 459 | |||||||||||||||||
Gross profit(2) | $ | 6,143 | $ | 5,088 | $ | 4,321 | $ | 2,527 | $ | 2,121 | $ | 1,732 | $ | 1,391 | $ | — | |||||||||||||||||
Net income (loss) | $ | (17,657 | ) | $ | 8,259 | $ | (19,387 | ) | $ | (20,548 | ) | $ | (19,138 | ) | $ | (18,816 | ) | $ | (24,381 | ) | $ | (23,548 | ) | ||||||||||
Basic and diluted net income (loss) per share | $ | (0.28 | ) | $ | 0.13 | $ | (0.31 | ) | $ | (0.36 | ) | $ | (0.40 | ) | $ | (0.39 | ) | $ | (0.51 | ) | $ | (0.50 | ) | ||||||||||
-1 | Total revenues and net income was primarily from the recognition of $25,000,000 in collaboration revenue resulting from the Indivior licensing agreement (see Note 2 for more information). | ||||||||||||||||||||||||||||||||
-2 | Gross profit relates solely to HORIZANT product sales. |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 03, 2015 | Jan. 29, 2014 | Feb. 21, 2014 | Dec. 31, 2006 | |
Segment | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 2 | $1,000,000 | ||||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 3 | 1,000,000 | ||||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 4 | 1,000,000 | ||||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 5 | 1,000,000 | ||||||
Payment for inventory of gabapentin enacarbil in GSK's possession, after year 5 | 1,000,000 | ||||||
Long term commitment period | 6 years | ||||||
Long term commitment effective period | 2016 | ||||||
Effective interest rate | 17.50% | ||||||
Restricted investments | 1,500,000 | 1,500,000 | |||||
Letter of credit pledged | 225,000 | 1,500,000 | |||||
Number of operating segment | 1 | ||||||
Low risk debt securities, maturity period | 16 months | ||||||
Cash discount offers to customers | 2.00% | ||||||
Advertising expenses | 9,568,000 | 8,244,000 | 0 | ||||
Common stock price | $8.77 | ||||||
Underwriters exercised the full option to purchase additional shares | 1,800,000 | ||||||
Computer Equipment | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment estimated useful lives | 3 years | ||||||
Deposits on Leased Facilities | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted investments | 1,500,000 | 1,500,000 | |||||
Certificates of deposit | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Restricted investments | 225,000 | 225,000 | |||||
Sales Revenue, Net | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of wholesale distributors | 3 | 3 | |||||
Accounts Receivable | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Number of customers | 3 | 3 | |||||
Nonretirement Postemployment Benefits | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Severance benefits charges | 703,000 | ||||||
Customer Concentration Risk [Member] | Sales Revenue, Net | Wholesale Distributor One | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 41.00% | 47.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net | Wholesale Distributor Two | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 28.00% | 33.00% | |||||
Customer Concentration Risk [Member] | Sales Revenue, Net | Wholesale Distributor Three | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 26.00% | 16.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable | Wholesale Distributor One | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 48.00% | 45.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable | Wholesale Distributor Two | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 26.00% | 29.00% | |||||
Customer Concentration Risk [Member] | Accounts Receivable | Wholesale Distributor Three | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 22.00% | 22.00% | |||||
Subsequent Event | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Convertible senior notes, principal offer amount | 115,000,000 | ||||||
Convertible senior notes, stated interest rate | 2.50% | ||||||
Convertible senior notes, due date | 2022 | ||||||
Convertible senior notes, conversion share per 1000 principal amount | 93.2945 | ||||||
Convertible senior notes, conversion rate of 93.2945 per principal amount | $1,000 | ||||||
Convertible senior notes, initial conversion price | $10.72 | ||||||
Underwritten Public Offering | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock issued in underwritten public offering | 12,000,000 | ||||||
Common stock price | $6 | ||||||
Maximum | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Maturity period of highly liquid investments classified as cash equivalents | 90 days | ||||||
Maximum | Furniture, Fixtures and Equipment | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment estimated useful lives | 10 years | ||||||
Minimum | Furniture, Fixtures and Equipment | |||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment estimated useful lives | 5 years |
Inventory_Detail
Inventory (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $9,273 | $10,258 |
Work in progress | 517 | 76 |
Finished goods | 766 | 1,113 |
Total inventory | 10,556 | 11,447 |
Less: Long-term inventories | 9,098 | 10,185 |
Total inventory classified as current | $1,458 | $1,262 |
StockBased_Compensation_by_Typ
Stock-Based Compensation by Type of Award (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $9,041 | $10,544 | $12,281 |
Effect on basic and diluted net loss per share | ($0.15) | ($0.22) | ($0.31) |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 8,531 | 10,083 | 11,956 |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $510 | $461 | $325 |
Employee_NonCash_StockBased_Co
Employee Non-Cash Stock-Based Compensation (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-cash stock-based compensation | $9,041 | $10,544 | $12,281 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-cash stock-based compensation | 2,062 | 3,059 | 4,364 |
Selling, general and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-cash stock-based compensation | $6,979 | $7,485 | $7,917 |
BlackScholes_Valuation_Assumpt
Black-Scholes Valuation Assumptions to Estimates Fair Value of Stock Options and Stock Purchase Rights (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility rate | 0.81% | 0.82% | 0.81% |
Weighted-average expected life | 5 years 3 months | 5 years 3 months | 5 years 1 month 2 days |
Risk-free interest rate, minimum | 1.52% | 0.70% | 0.62% |
Risk-free interest rate, maximum | 1.77% | 1.60% | 1.02% |
Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility rate | 0.55% | 0.59% | 0.65% |
Weighted-average expected life | 9 months | 9 months | 9 months |
Risk-free interest rate, minimum | 0.05% | 0.07% | 0.07% |
Risk-free interest rate, maximum | 0.17% | 0.17% | 0.27% |
Net_Loss_Per_Share_Detail
Net Loss Per Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Numerator: | ||||||||||||
Net loss | ($17,657) | $8,259 | [1] | ($19,387) | ($20,548) | ($19,138) | ($18,816) | ($24,381) | ($23,548) | ($49,333) | ($85,883) | ($30,814) |
Denominator: | ||||||||||||
Weighted-average common shares outstanding | 60,856 | 47,545 | 39,434 | |||||||||
Basic and diluted net loss per share | ($0.28) | $0.13 | [1] | ($0.31) | ($0.36) | ($0.40) | ($0.39) | ($0.51) | ($0.50) | ($0.81) | ($1.81) | ($0.78) |
Outstanding securities at period end not included in the computation of diluted net loss per share as they had an anti-dilutive effect: | ||||||||||||
Outstanding securities not included in the computation of diluted net loss per share | 7,650 | 7,107 | 6,622 | |||||||||
Restricted stock units and options to purchase common stock | ||||||||||||
Outstanding securities at period end not included in the computation of diluted net loss per share as they had an anti-dilutive effect: | ||||||||||||
Outstanding securities not included in the computation of diluted net loss per share | 7,650 | 6,824 | 6,339 | |||||||||
Warrants outstanding | ||||||||||||
Outstanding securities at period end not included in the computation of diluted net loss per share as they had an anti-dilutive effect: | ||||||||||||
Outstanding securities not included in the computation of diluted net loss per share | 283 | 283 | ||||||||||
[1] | Total revenues and net income was primarily from the recognition of $25,000,000 in collaboration revenue resulting from the Indivior licensing agreement (see Note 2 for more information). |
License_and_Collaboration_Arra
License and Collaboration Arrangements - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 70 Months Ended | 1 Months Ended | 64 Months Ended | 1 Months Ended | ||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2007 | Jun. 30, 2012 | Jun. 30, 2014 | Jul. 31, 2014 | 31-May-14 | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Collaboration revenue | $26,134,000 | $1,137,000 | $11,515,000 | |||||||||||||||
Revenue recognized | 7,091,000 | 31,068,000 | [1] | 5,334,000 | 3,375,000 | 2,879,000 | 2,527,000 | 2,086,000 | 459,000 | 46,868,000 | 7,951,000 | 21,624,000 | ||||||
Royalty revenue | 561,000 | 400,000 | 109,000 | |||||||||||||||
Deferred revenue, current | 1,134,000 | 1,134,000 | 1,134,000 | 1,134,000 | ||||||||||||||
Deferred revenue, non-current | 10,864,000 | 11,997,000 | 10,864,000 | 11,997,000 | ||||||||||||||
Net revenue from unconsolidated joint operating activities | 10,000,000 | |||||||||||||||||
Indivior PLC | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Collaboration revenue | 25,000,000 | |||||||||||||||||
Glaxo Group Limited | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Net revenue from unconsolidated joint operating activities | 0 | 0 | 10,000,000 | |||||||||||||||
Glaxo Group Limited | Exclusive collaboration to develop and commercialize gabapentin enacarbil | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Revenue recognized | 205,000,000 | |||||||||||||||||
Glaxo Group Limited | Exclusive collaboration to develop and commercialize gabapentin enacarbil | Upon the occurrence of additional clinical and regulatory events | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Payments, maximum amount | 130,000,000 | |||||||||||||||||
Glaxo Group Limited | Exclusive collaboration to develop and commercialize gabapentin enacarbil | Upfront, non-refundable cash payment | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Deferred revenue, initial up-front license payment and payment for specified materials received | 75,000,000 | |||||||||||||||||
Glaxo Group Limited | Exclusive collaboration to develop and commercialize gabapentin enacarbil | In connection with the first commercial sale of Horizan | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Revenue recognized | 10,000,000 | |||||||||||||||||
Glaxo Group Limited | Exclusive collaboration to develop and commercialize gabapentin enacarbil | Clinical Trials and Pre-clinical Activities | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Revenue recognized | 85,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Collaboration revenue | 25,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | Upfront, non-refundable cash payment | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Deferred revenue, initial up-front license payment and payment for specified materials received | 20,000,000 | |||||||||||||||||
Collaboration revenue | 20,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | Additional payment for specified materials | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Deferred revenue, initial up-front license payment and payment for specified materials received | 5,000,000 | |||||||||||||||||
Collaboration revenue | 5,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | Achievement of certain predefined milestones | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Payments, maximum amount | 120,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | Regulatory and development-based milestones | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Payments, maximum amount | 70,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | Commercialization-based milestones | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Payments, maximum amount | 50,000,000 | |||||||||||||||||
Licensing Agreements | Astellas Pharma Inc. | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Revenue recognized | 54,073,000 | |||||||||||||||||
Royalty revenue | 561,000 | 400,000 | 109,000 | |||||||||||||||
Deferred revenue | 11,998,000 | 11,998,000 | ||||||||||||||||
Deferred revenue, current | 1,134,000 | 1,134,000 | ||||||||||||||||
Deferred revenue, non-current | 10,864,000 | 10,864,000 | ||||||||||||||||
Licensing Agreements | Astellas Pharma Inc. | Approval of Regnite in Japan | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Revenue recognized | 10,000,000 | |||||||||||||||||
Licensing Agreements | Astellas Pharma Inc. | Upfront, non-refundable cash payment | ||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||||||||
Collaboration revenue | $1,134,000 | $1,137,000 | $1,515,000 | |||||||||||||||
[1] | Total revenues and net income was primarily from the recognition of $25,000,000 in collaboration revenue resulting from the Indivior licensing agreement (see Note 2 for more information). |
Total_Revenues_Recognized_Purs
Total Revenues Recognized Pursuant to Current License Agreements (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||
Net revenue from unconsolidated joint operating activities | $10,000,000 | |||||||||||
Collaboration revenue | 26,134,000 | 1,137,000 | 11,515,000 | |||||||||
Total revenues | 7,091,000 | 31,068,000 | [1] | 5,334,000 | 3,375,000 | 2,879,000 | 2,527,000 | 2,086,000 | 459,000 | 46,868,000 | 7,951,000 | 21,624,000 |
Collaborative Arrangement | ||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||
Total revenues | 26,695,000 | 1,537,000 | 21,624,000 | |||||||||
Astellas Pharma Inc. | ||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||
Collaboration and royalty revenue | 1,695,000 | 1,537,000 | 11,624,000 | |||||||||
Glaxo Group Limited | ||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||
Net revenue from unconsolidated joint operating activities | 0 | 0 | 10,000,000 | |||||||||
Indivior PLC | ||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||||||
Collaboration revenue | $25,000,000 | |||||||||||
[1] | Total revenues and net income was primarily from the recognition of $25,000,000 in collaboration revenue resulting from the Indivior licensing agreement (see Note 2 for more information). |
Acquisition_and_Acquisition_Re
Acquisition and Acquisition Related items - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Nov. 09, 2012 | Nov. 08, 2012 | Oct. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||||
Proceed from issuance of common stock | $40,000,000 | $30,268,000 | ||||
Percentage of stock issue price over average stock closing price | 12.50% | 12.50% | ||||
Common Stock Trading Days to be Considered For Valuation | 10 days | 10 days | ||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 2 | 1,000,000 | |||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 3 | 1,000,000 | |||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 4 | 1,000,000 | |||||
Payment for inventory of gabapentin enacarbil in GSK's possession, Year 5 | 1,000,000 | |||||
Payment for inventory of gabapentin enacarbil in GSK's possession, after year 5 | 1,000,000 | |||||
Long term commitment period | 6 years | |||||
Long term commitment effective period | 2016 | |||||
Horizant Business | ||||||
Business Acquisition [Line Items] | ||||||
Transaction costs | 476,000 | |||||
Glaxo Group Limited | ||||||
Business Acquisition [Line Items] | ||||||
Proceed from issuance of common stock | 20,000,000 | $20,000,000 | ||||
Stock issued, shares | 2,190,100 | 1,841,112 | ||||
Stock issued, price per-shares | 9.132 | $10.86 |
Fair_Value_of_Net_Identifiable
Fair Value of Net Identifiable Assets Acquired and Consideration Exchanged (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Nov. 08, 2012 | Dec. 31, 2012 | Nov. 08, 2012 |
Business Acquisition [Line Items] | |||
Cash payable to GSK (recorded as "Other noncurrent liability" on the Company's balance sheet for the year ended December 31, 2012) | $2,314 | ||
Issuance of common shares to GSK | 30,268 | ||
Cash received for common shares issued to GSK | -40,000 | -30,268 | |
Settlement of litigation with GSK | 20,499 | ||
Transaction costs | 476 | ||
Consideration transferred , total | $13,557 |
Assets_Acquired_Detail
Assets Acquired (Detail) (USD $) | Dec. 31, 2013 | 1-May-13 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ||
Inventories | $11,733 | |
Manufacturing property and equipment | 1,967 | |
Horizant Business | ||
Business Acquisition [Line Items] | ||
Inventories | 11,733 | |
Manufacturing property and equipment | 1,967 | |
Total assets acquired | $13,700 |
Proforma_Consolidated_Revenue_
Proforma Consolidated Revenue and Net Loss (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ||
Revenues | $9,128 | $28,119 |
Net loss | $92,791 | $84,695 |
Cash_and_Cash_Equivalents_Shor2
Cash and Cash Equivalents, Short-Term Investments and Restricted Investments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Cost | $103,811 | $60,383 |
Gross Unrealized Gains | 12 | 6 |
Gross Unrealized Losses | -42 | -6 |
Estimated Fair Value | 103,781 | 60,383 |
Cash | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Available for Sale Securities Cost | 3,383 | 2,281 |
Available-for-sale investments | 3,383 | 2,281 |
Money market funds | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Available for Sale Securities Cost | 8,576 | 10,046 |
Available-for-sale investments | 8,576 | 10,046 |
U.S. government-sponsored agencies | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Available for Sale Securities Cost | 2,000 | 2,500 |
Gross Unrealized Losses | -2 | |
Available-for-sale investments | 1,998 | 2,500 |
Corporate debt securities | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Available for Sale Securities Cost | 88,127 | 43,831 |
Gross Unrealized Gains | 12 | 6 |
Gross Unrealized Losses | -40 | -6 |
Available-for-sale investments | 88,099 | 43,831 |
Certificates of deposit | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Restricted Cost | 1,725 | 1,725 |
Restricted Fair Value | 1,725 | 1,725 |
Cash and cash equivalents | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Available-for-sale investments | 11,958 | 20,584 |
Short-term investments | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Available-for-sale investments | 90,098 | 38,074 |
Restricted investments | ||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | ||
Restricted Fair Value | $1,725 | $1,725 |
Cash_and_Cash_Equivalents_Shor3
Cash and Cash Equivalents, Short-Term Investments and Restricted Investments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | |||
Gross realized gains or losses recognized | $0 | $0 | $0 |
Amounts reclassified out of accumulated other comprehensive loss to earnings | $0 | $0 | $0 |
Maximum | |||
Cash Cash Equivalents Short Term Investments and Restricted Investments [Line Items] | |||
Contractual maturities of investments held | 16 months | 1 year |
AvailableForSale_Investments_M
Available-For-Sale Investments Measured at Fair Value (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated Fair Value | $103,781 | $60,383 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 8,576 | 10,046 |
U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 1,998 | 2,500 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 88,099 | 43,831 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Fair Value | 1,725 | 1,725 |
Fair Value Measurements, Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated Fair Value | 100,398 | 58,102 |
Fair Value Measurements, Recurring basis | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 8,576 | 10,046 |
Fair Value Measurements, Recurring basis | U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 1,998 | 2,500 |
Fair Value Measurements, Recurring basis | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 88,099 | 43,831 |
Fair Value Measurements, Recurring basis | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Fair Value | 1,725 | 1,725 |
Fair Value Measurements, Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated Fair Value | 8,576 | 10,046 |
Fair Value Measurements, Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 8,576 | 10,046 |
Fair Value Measurements, Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Estimated Fair Value | 91,822 | 48,056 |
Fair Value Measurements, Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. government-sponsored agencies | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 1,998 | 2,500 |
Fair Value Measurements, Recurring basis | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale investments | 88,099 | 43,831 |
Fair Value Measurements, Recurring basis | Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Restricted Fair Value | $1,725 | $1,725 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Laboratory equipment | $10,561 | $10,701 |
Manufacturing property and equipment | 1,975 | 1,967 |
Furniture and fixtures | 1,076 | 1,107 |
Computer equipment and software | 5,656 | 5,475 |
Leasehold improvements | 3,405 | 3,344 |
Property, Plant and Equipment, Gross, Total | 22,673 | 22,594 |
Less: Accumulated depreciation and amortization | -20,251 | -20,042 |
Property and equipment, net | $2,422 | $2,552 |
Other_Accrued_Liabilities_Deta
Other Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ||
Accrued product costs | $2,009 | $1,903 |
Accrued selling and marketing expenses | 1,210 | 883 |
Accrued general and administrative expenses | 466 | 632 |
Accrued rebates, allowances and returns | 986 | 315 |
Other liabilities | 446 | 205 |
Total other accrued liabilities | $5,117 | $3,938 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2014 | Oct. 31, 2012 | Feb. 29, 2008 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2006 | |
Commitments and Contingencies Disclosure [Line Items] | |||||||
Extended lease term | 9 months | 2 years | |||||
Lease commencement date | 2001-12 | ||||||
Letter of credit pledged | $225,000 | $1,500,000 | |||||
Restricted investments | 1,500,000 | 1,500,000 | |||||
Rent expense | 2,615,000 | 2,626,000 | 3,185,000 | ||||
Net deferred rent asset | 180,000 | 477,000 | |||||
Deferred rent asset, current | 127,000 | 308,000 | |||||
Deferred rent asset, noncurrent | $53,000 | $169,000 | |||||
Second Amendment | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Lease expiration date | 27-Aug-15 | ||||||
Third Amendment [Member] | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Lease expiration date | 31-May-16 | ||||||
3400 Central Expressway, Santa Clara, California | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Operating lease, area of office space | 59,000 | ||||||
Operating lease, lease expiration year | 2013-08 | ||||||
Operating lease, lease term | 60 months | ||||||
3410 Central Expressway, Santa Clara, California | First Amendment | |||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||
Operating lease, lease expiration year | 2013-08 | ||||||
Extended lease term | 2 years |
Future_Minimum_Payments_under_
Future Minimum Payments under The Company's Non-Cancelable Operating Lease (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Operating Leases [Line Items] | |
2015 | $2,368 |
2016 | 986 |
Total minimum lease payments | $3,354 |
Stockholders_Equity_Additional
Stockholders Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 25 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Dec. 16, 2005 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 29, 2014 | Feb. 21, 2014 | Jan. 31, 2005 | Jan. 31, 2007 | 31-May-10 | Dec. 31, 2010 | Feb. 28, 2014 | Jun. 10, 2014 | 31-May-08 | Dec. 31, 2011 | Jun. 30, 2014 | Jun. 11, 2014 | |
Stockholders Equity Note [Line Items] | ||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||||||||||||||
Closing stock price | $8.77 | |||||||||||||||
Stockholders' rights plan, expiration date | 13-Jan-16 | |||||||||||||||
Equity Incentive Plans, weighted average exercise price | $6.12 | |||||||||||||||
Stock-based compensation expense | $9,041,000 | $10,544,000 | $12,281,000 | |||||||||||||
Equity Incentive Plans, granted | 1,986,620 | |||||||||||||||
Equity Incentive Plans, weighted-average grant date fair values of options granted | $4.05 | $5.22 | $3.12 | |||||||||||||
Equity Incentive Plans, total intrinsic value of options exercised | 758,000 | 304,000 | 137,000 | |||||||||||||
Total fair value of options vested | 4,572,000 | 4,786,000 | 8,107,000 | |||||||||||||
Equity Incentive Plans, unvested options | 2,124,027 | |||||||||||||||
Equity Incentive Plans, unvested awards | 1,021,344 | |||||||||||||||
Equity Incentive Plans, total compensation cost not yet recognized | 11,616,000 | |||||||||||||||
Equity Incentive Plans, estimated weighted-average amortization period | 2 years 4 months 28 days | |||||||||||||||
Equity Incentive Plans, granted | 227,720 | 142,455 | 185,249 | |||||||||||||
Warrants outstanding | 0 | 283,420 | ||||||||||||||
Warrants exercise price | $25.40 | $25.40 | ||||||||||||||
Underwritten Public Offering | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Common stock issued in underwritten public offering | 12,000,000 | |||||||||||||||
Closing stock price | $6 | |||||||||||||||
Net cash proceeds from shares offering | 67,300,000 | |||||||||||||||
Underwriters Over Allotment Option Exercised In Full | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Common stock issued in underwritten public offering | 1,800,000 | |||||||||||||||
Net cash proceeds from shares offering | 10,100,000 | |||||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, granted | 394,790 | |||||||||||||||
Equity Incentive Plans, cancelled | 188,500 | |||||||||||||||
Equity Incentive Plans, weighted-average grant date fair values | $6.07 | $8.13 | $5.22 | |||||||||||||
Equity Incentive Plans, total fair value of restricted stock units vested | 4,656,700 | 6,202,000 | 4,372,000 | |||||||||||||
Equity Incentive Plans, unvested awards | 1,021,344 | 1,455,190 | ||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Stock-based compensation expense | 510,000 | 461,000 | 325,000 | |||||||||||||
Equity Incentive Plans, shares available for future grant | 277,882 | 255,602 | ||||||||||||||
Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Stock-based compensation expense | 8,531,000 | 10,083,000 | 11,956,000 | |||||||||||||
Minimum | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Acquisition percentage of common stock to triggers exercise of preferred stock rights | 15.00% | |||||||||||||||
Tender offer percentage of common stock to trigger exercise of preferred stock right | 15.00% | |||||||||||||||
Maximum | Employee Stock Purchase Plan | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, exercise prices as a percentage of fair value of common stock | 85.00% | |||||||||||||||
Equity Incentive Plans, shares authorized for issuance | 1,445,555 | |||||||||||||||
Equity Incentive Plans, annual increase in shares issuable as a percentage of common shares outstanding | 1.00% | |||||||||||||||
Equity Incentive Plans, annual increase in number of shares issuable | 250,000 | |||||||||||||||
Stockholder Rights Plan | Series A Junior Participating Preferred Stock | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, weighted average exercise price | 140 | |||||||||||||||
Stock Incentive Plan 1999 | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, exercise prices as a percentage of fair value of common stock | 85.00% | |||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
Stock Incentive Plan 1999 | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
Stock Incentive Plan 1999 | Minimum | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, exercise prices as a percentage of fair value of common stock | 100.00% | |||||||||||||||
Stock Incentive Plan 1999 | Maximum | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, option expiration period | 10 years | |||||||||||||||
2005 Stock Incentive Plan | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
2005 Stock Incentive Plan | Restricted Stock Units (RSUs) | Vesting Scenario One | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
2005 Stock Incentive Plan | Restricted Stock Units (RSUs) | Vesting Scenario Two | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 3 years | |||||||||||||||
Equity Incentive Plans, vesting percentage in year one | 25.00% | |||||||||||||||
Equity Incentive Plans, annual vesting percentage in year two | 25.00% | |||||||||||||||
Equity Incentive Plans, annual vesting percentage in year three | 50.00% | |||||||||||||||
2005 Stock Incentive Plan | Restricted Stock Units (RSUs) | Vesting Scenario Three | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, annual vesting percentage in year two | 50.00% | |||||||||||||||
Equity Incentive Plans, annual vesting percentage in year three | 50.00% | |||||||||||||||
2005 Stock Incentive Plan | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
2005 Stock Incentive Plan | Performance Stock Units | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 3 years | |||||||||||||||
Equity Incentive Plans, granted | 140,000 | |||||||||||||||
Equity Incentive Plans, granted date fair value | 2,675,000 | |||||||||||||||
Equity Incentive Plans, cancelled | 97,300 | 40,000 | ||||||||||||||
Equity Incentive Plans, outstanding | 0 | 0 | ||||||||||||||
Stock-based compensation expense | 0 | 232,000 | 638,000 | |||||||||||||
2005 Stock Incentive Plan | Stock purchase rights, stock bonus rights, stock appreciation rights | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, shares authorized for issuance | 2,000,000 | |||||||||||||||
Equity Incentive Plans, additional shares authorized for issuance | 1,195,009 | |||||||||||||||
Equity Incentive Plans, shares available for future grant | 0 | |||||||||||||||
2005 Stock Incentive Plan | Performance Stock Options | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, granted | 316,000 | |||||||||||||||
Equity Incentive Plans, granted date fair value | 1,334,000 | |||||||||||||||
Stock-based compensation expense | $445,000 | |||||||||||||||
2005 Stock Incentive Plan | Performance Stock Options | Upon Achievement of Performance Condition | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 50.00% | |||||||||||||||
2005 Stock Incentive Plan | Performance Stock Options | Vest up on One-Year Anniversary Date of Initial Vest Date | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 50.00% | |||||||||||||||
2005 Stock Incentive Plan | Minimum | Performance Stock Units | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, common stock subject to issuance | 0.00% | |||||||||||||||
2005 Stock Incentive Plan | Maximum | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, option expiration period | 10 years | |||||||||||||||
2005 Stock Incentive Plan | Maximum | Performance Stock Units | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, common stock subject to issuance | 200.00% | |||||||||||||||
2005 Stock Incentive Plan | Maximum | Stock purchase rights, stock bonus rights, stock appreciation rights | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, annual increase in shares issuable as a percentage of common shares outstanding | 2.50% | |||||||||||||||
Equity Incentive Plans, annual increase in number of shares issuable | 2,000,000 | |||||||||||||||
2005 Non-Employee Directors Stock Option Plan | Restricted Stock Units (RSUs) | On Date Of Annual Meeting Of Shareholders | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 1 year | |||||||||||||||
Equity Incentive Plans, granted | 5,000 | |||||||||||||||
2005 Non-Employee Directors Stock Option Plan | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, additional shares authorized for issuance | 120,000 | |||||||||||||||
Equity Incentive Plans, shares available for future grant | 0 | |||||||||||||||
2005 Non-Employee Directors Stock Option Plan | Employee Stock Option | Initial Grant | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 4 years | 24 months | ||||||||||||||
Equity Incentive Plans, granted | 25,000 | 30,000 | ||||||||||||||
2005 Non-Employee Directors Stock Option Plan | Employee Stock Option | On Date Of Annual Meeting Of Shareholders | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 12 months | 12 months | ||||||||||||||
Equity Incentive Plans, granted | 10,000 | 15,000 | ||||||||||||||
2005 Non-Employee Directors Stock Option Plan | Maximum | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, option expiration period | 10 years | |||||||||||||||
Equity Incentive Plans, shares authorized for issuance | 150,000 | |||||||||||||||
New Employee Inducement Stock Awards | Restricted Stock Units (RSUs) | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
Equity Incentive Plans, granted | 10,000 | |||||||||||||||
New Employee Inducement Stock Awards | Nonqualified Stock Options | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, weighted average exercise price | 42.59 | |||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
Equity Incentive Plans, option expiration period | 10 years | |||||||||||||||
Equity Incentive Plans, granted | 140,612 | |||||||||||||||
Equity Incentive Plans, vesting percentage on first anniversary | 25.00% | |||||||||||||||
Equity Incentive Plans, monthly vesting rate | Jan-48 | |||||||||||||||
2010 Inducement Plan | Restricted Stock Units (RSUs) | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
2010 Inducement Plan | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
Equity Incentive Plans, shares authorized for issuance | 350,000 | |||||||||||||||
Equity Incentive Plans, additional shares authorized for issuance | 625,000 | |||||||||||||||
Equity Incentive Plans, shares available for future grant | 0 | |||||||||||||||
2010 Inducement Plan | Maximum | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, option expiration period | 10 years | |||||||||||||||
Equity Incentive Plans, shares authorized for issuance | 975,000 | |||||||||||||||
2014 Equity Incentive Plan | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, shares available for future grant | 4,479,789 | 4,471,059 | ||||||||||||||
2014 Equity Incentive Plan | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
Equity Incentive Plans, vesting period | 3 years | |||||||||||||||
Equity Incentive Plans, option expiration period | 10 years | |||||||||||||||
2014 Equity Incentive Plan | Employee Stock Option | Initial Grant | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 24 months | |||||||||||||||
Equity Incentive Plans, granted | 30,000 | |||||||||||||||
2014 Equity Incentive Plan | Employee Stock Option | On Date Of Annual Meeting Of Shareholders | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 12 months | |||||||||||||||
Equity Incentive Plans, granted | 15,000 | |||||||||||||||
2014 Equity Incentive Plan | Restricted Stock | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting percentage | 25.00% | |||||||||||||||
Equity Incentive Plans, vesting period | 4 years | |||||||||||||||
2014 Equity Incentive Plan | Restricted Stock | On Date Of Annual Meeting Of Shareholders | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, vesting period | 1 year | |||||||||||||||
Equity Incentive Plans, granted | 5,000 | |||||||||||||||
2014 Equity Incentive Plan | Maximum | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, additional shares authorized for issuance | 7,847,852 | |||||||||||||||
2014 Equity Incentive Plan | Maximum | Employee Stock Option | ||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||
Equity Incentive Plans, option expiration period | 10 years |
Option_Activity_Detail
Option Activity (Detail) (USD $) | 12 Months Ended |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 |
Shares | |
Outstanding at January 1, 2014 | 5,368,964 |
Options granted | 1,986,620 |
Options cancelled | -437,453 |
Options exercised | -289,519 |
Outstanding at December 31, 2014 | 6,628,612 |
Exercisable at December 31, 2014 | 4,504,585 |
Weighted-Average Exercise Price | |
Outstanding at January 1, 2014 | $16.81 |
Options granted | $6.12 |
Options cancelled | $11.60 |
Options exercised | $4.49 |
Outstanding at December 31, 2014 | $14.49 |
Exercisable at December 31, 2014 | $18.26 |
Weighted-Average Remaining Contractual Term | |
Outstanding at December 31, 2014 | 5 years 10 months 10 days |
Exercisable at December 31, 2014 | 4 years 5 months 12 days |
Aggregate Intrinsic Value | |
Outstanding at December 31, 2014 | ($8,283) |
Exercisable at December 31, 2014 | ($3,427) |
Restricted_Stock_Unit_Activity
Restricted Stock Unit Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | |||
Outstanding at December 31, 2014 | 1,021,344 | ||
Restricted Stock Units (RSUs) | |||
Shares | |||
Outstanding at January 1, 2014 | 1,455,190 | ||
Awards granted | 394,790 | ||
Awards cancelled | -188,500 | ||
Awards vested | -640,136 | ||
Outstanding at December 31, 2014 | 1,021,344 | 1,455,190 | |
Weighted-Average Grant Date Fair Value | |||
Outstanding at January 1, 2014 | $7.15 | ||
Awards granted | $6.07 | $8.13 | $5.22 |
Awards cancelled | $6.87 | ||
Awards vested | $7.27 | ||
Outstanding at December 31, 2014 | $6.70 | $7.15 |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Junior Participating Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Significant_Components_of_Net_
Significant Components of Net Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Net operating loss carryforwards | $182,791 | $161,663 |
Research credit carryforwards | 31,249 | 30,111 |
Capitalized research and development | 3,760 | 5,579 |
Deferred revenue | 4,824 | 4,700 |
Stock awards | 16,901 | 14,672 |
Other | 3,043 | 1,605 |
Total net deferred tax assets | 242,568 | 218,330 |
Valuation allowance | -242,568 | -218,330 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | |||
Increase in valuation allowance | $24,238,000 | $27,210,000 | $6,259,000 |
Valuation allowance | 242,568,000 | 218,330,000 | |
Valuation allowance related to stock option | |||
Income Tax Disclosure [Line Items] | |||
Valuation allowance | 529,000 | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 463,798,000 | ||
Research and development tax credit | 24,022,000 | ||
Federal | Expiration Beginning Year | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards, expiration year | 2022 | ||
Research and development tax credit, expiration year | 2021 | ||
Federal | Expiration Ending Year | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards, expiration year | 2034 | ||
Research and development tax credit, expiration year | 2034 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 367,492,000 | ||
Research and development tax credit | $12,507,000 | ||
State | Expiration Beginning Year | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards, expiration year | 2015 | ||
State | Expiration Ending Year | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards, expiration year | 2034 |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Contingency [Line Items] | ||
Beginning balance | $1,340 | |
Increases related to current year tax positions | 50 | |
Increases related to prior year tax positions | 1,340 | |
Ending balance | $1,390 | $1,340 |
Quarterly_Financial_Data_Detai
Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||||
Total revenues | $7,091,000 | $31,068,000 | [1] | $5,334,000 | $3,375,000 | $2,879,000 | $2,527,000 | $2,086,000 | $459,000 | $46,868,000 | $7,951,000 | $21,624,000 | ||||||
Gross profit | 6,143,000 | [2] | 5,088,000 | [1],[2] | 4,321,000 | [2] | 2,527,000 | [2] | 2,121,000 | [2] | 1,732,000 | [2] | 1,391,000 | [2] | ||||
Net income (loss) | -17,657,000 | 8,259,000 | [1] | -19,387,000 | -20,548,000 | -19,138,000 | -18,816,000 | -24,381,000 | -23,548,000 | -49,333,000 | -85,883,000 | -30,814,000 | ||||||
Basic and diluted net income (loss) per share | ($0.28) | $0.13 | [1] | ($0.31) | ($0.36) | ($0.40) | ($0.39) | ($0.51) | ($0.50) | ($0.81) | ($1.81) | ($0.78) | ||||||
Collaboration revenue | 26,134,000 | 1,137,000 | 11,515,000 | |||||||||||||||
Indivior PLC | ||||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||||
Collaboration revenue | 25,000,000 | |||||||||||||||||
Licensing Agreements | Indivior PLC | ||||||||||||||||||
Quarterly Financial Information [Line Items] | ||||||||||||||||||
Collaboration revenue | $25,000,000 | |||||||||||||||||
[1] | Total revenues and net income was primarily from the recognition of $25,000,000 in collaboration revenue resulting from the Indivior licensing agreement (see Note 2 for more information). | |||||||||||||||||
[2] | Gross profit relates solely to HORIZANT product sales. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended | |
Feb. 03, 2015 | Jan. 29, 2015 | |
Subsequent Event [Line Items] | ||
Convertible senior notes, principal offer amount | $115,000,000 | |
Convertible senior notes, due date | 2022 | |
Convertible senior notes, conversion share per 1000 principal amount | 93.2945 | |
Convertible senior notes, conversion rate of 93.2945 per principal amount | $1,000 | |
Convertible senior notes, repayment terms | Interest on the 2022 Notes will be payable semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on August 1, 2015, at a rate of 2.50% per year. | |
Convertible senior notes, interest payment commencement date | 1-Aug-15 | |
Convertible senior notes, stated interest rate | 2.50% | |
Convertible senior notes, repurchase price as a percentage of principal amount upon fundamental change by the company prior to debt maturity | 100.00% | |
Minimum | ||
Subsequent Event [Line Items] | ||
Percentage of common stock shares from convertible debt | 14.99% |