Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PTLA | ||
Entity Registrant Name | PORTOLA PHARMACEUTICALS INC | ||
Entity Central Index Key | 1,269,021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 878.6 | ||
Entity Common Stock, Shares Outstanding | 56,557,396 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 188,480 | $ 186,488 |
Short-term investments | 130,291 | 257,713 |
Restricted cash (SRX Cardio) | 178 | 341 |
Receivables from collaborators | 1,000 | |
Prepaid research and development | 7,299 | 16,976 |
Prepaid expenses and other current assets | 2,680 | 3,059 |
Total current assets | 328,928 | 465,577 |
Property and equipment, net | 6,143 | 6,243 |
Intangible asset | 3,151 | 3,151 |
Long-term investments | 15,960 | |
Prepaid and other long-term assets | 5,214 | 11,993 |
Total assets | 343,436 | 502,924 |
Current liabilities: | ||
Accounts payable | 14,546 | 10,279 |
Accrued compensation and employee benefits | 4,806 | 5,459 |
Accrued research and development | 23,818 | 24,195 |
Accrued and other liabilities | 1,696 | 2,826 |
Deferred revenue, current portion | 20,798 | 8,387 |
Total current liabilities | 65,664 | 51,146 |
Notes payable, long-term | 50,061 | |
Long term obligation to Collaborator | 8,000 | |
Deferred revenue, long-term | 24,965 | 18,629 |
Other long-term liabilities | 2,057 | 2,826 |
Total liabilities | 150,747 | 72,601 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.001 par value, 100,000,000 shares authorized at December 31, 2016 and 2015; 56,544,218 shares and 56,359,515 shares issued and outstanding at December 31, 2016 and 2015, respectively | 57 | 57 |
Additional paid-in capital | 1,108,832 | 1,076,791 |
Accumulated deficit | (918,345) | (649,302) |
Accumulated other comprehensive loss | (12) | (150) |
Total Portola stockholders’ equity | 190,532 | 427,396 |
Noncontrolling interest (SRX Cardio) | 2,157 | 2,927 |
Total stockholders' equity | 192,689 | 430,323 |
Total liabilities and stockholders’ equity | $ 343,436 | $ 502,924 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 56,544,218 | 56,359,515 |
Common stock, shares outstanding | 56,544,218 | 56,359,515 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Collaboration and license revenue | $ 35,504,000 | $ 12,070,000 | $ 9,625,000 |
Operating expenses: | |||
Research and development | 246,854,000 | 200,376,000 | 123,639,000 |
Selling, general and administrative | 58,235,000 | 38,869,000 | 23,552,000 |
Total operating expenses | 305,089,000 | 239,245,000 | 147,191,000 |
Loss from operations | (269,585,000) | (227,175,000) | (137,566,000) |
Interest and other income, net | 1,472,000 | 305,000 | 441,000 |
Loss before taxes | (268,113,000) | (226,870,000) | (137,125,000) |
Income tax benefit | 0 | 365,000 | |
Net loss | (268,113,000) | (226,505,000) | (137,125,000) |
Net income attributable to noncontrolling interest (SRX Cardio) | (930,000) | ||
Net loss attributable to Portola | $ (269,043,000) | $ (226,505,000) | $ (137,125,000) |
Net loss per share attributable to Portola common stockholders: | |||
Basic and diluted | $ (4.76) | $ (4.36) | $ (3.19) |
Shares used to compute net loss per share attributable to Portola common stockholders: | |||
Basic and diluted | 56,480,647 | 51,981,463 | 42,977,463 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (268,113) | $ (226,505) | $ (137,125) |
Other comprehensive income: | |||
Unrealized gain (loss) on available-for-sale securities, net of tax | 138 | 89 | (294) |
Comprehensive loss | (267,975) | (226,416) | (137,419) |
Comprehensive income attributable to noncontrolling interest (SRX Cardio) | (930) | ||
Total comprehensive loss attributable to Portola | $ (268,905) | $ (226,416) | $ (137,419) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Common Stock | Common StockIPO | Additional Paid-In Capital | Additional Paid-In CapitalIPO | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest (SRX Cardio) |
Balance at beginning of year at Dec. 31, 2013 | $ 296,335 | $ 41 | $ 581,911 | $ (285,672) | $ 55 | ||||
Balance at beginning of year (in shares) at Dec. 31, 2013 | 40,915,130 | ||||||||
Exercise of employee stock options for cash | 4,399 | $ 1 | 4,398 | ||||||
Exercise of employee stock options for cash (in shares) | 652,125 | ||||||||
Lapse of repurchase rights related to common shares issued pursuant to early exercises (in shares) | 500 | ||||||||
Lapse of repurchase rights related to common shares issued pursuant to early exercises | 4 | 4 | |||||||
Issuance of common stock upon cashless exercise of common stock warrants (shares) | 40,314 | ||||||||
Issuance of common stock pursuant to ESPP purchase (in shares) | 28,737 | ||||||||
Issuance of common stock pursuant to ESPP purchase | 579 | 579 | |||||||
Issuance of stock (in shares) | 7,130,000 | ||||||||
Issuance of stock | $ 174,621 | $ 7 | $ 174,614 | ||||||
Employee stock-based compensation expense | 8,514 | 8,514 | |||||||
Compensation expense relating to stock options granted to consultants | 769 | 769 | |||||||
Unrealized gain (loss) on available-for-sale securities, net of tax | (294) | (294) | |||||||
Net loss | (137,125) | (137,125) | |||||||
Balance at end of the year at Dec. 31, 2014 | 347,802 | $ 49 | 770,789 | (422,797) | (239) | ||||
Balance at end of the year (in shares) at Dec. 31, 2014 | 48,766,806 | ||||||||
Exercise of employee stock options for cash | 11,111 | $ 1 | 11,110 | ||||||
Exercise of employee stock options for cash (in shares) | 1,095,486 | ||||||||
Lapse of repurchase rights related to common shares issued pursuant to early exercises (in shares) | 125 | ||||||||
Issuance of common stock upon cashless exercise of common stock warrants (shares) | 3,041 | ||||||||
Issuance of common stock pursuant to ESPP purchase (in shares) | 30,307 | ||||||||
Issuance of common stock pursuant to ESPP purchase | 837 | $ 1 | 836 | ||||||
Issuance of stock (in shares) | 6,463,750 | ||||||||
Issuance of stock | $ 271,096 | $ 6 | $ 271,090 | ||||||
Employee stock-based compensation expense | 20,172 | 20,172 | |||||||
Compensation expense relating to stock options granted to consultants | 2,794 | 2,794 | |||||||
Unrealized gain (loss) on available-for-sale securities, net of tax | 89 | 89 | |||||||
Development Partner's noncontrolling interest upon consolidation | 2,927 | $ 2,927 | |||||||
Net loss | (226,505) | (226,505) | |||||||
Balance at end of the year at Dec. 31, 2015 | 427,396 | ||||||||
Balance at end of the year (in shares) at Dec. 31, 2015 | 56,359,515 | ||||||||
Balance at end of the year at Dec. 31, 2015 | 430,323 | $ 57 | 1,076,791 | (649,302) | (150) | 2,927 | |||
Exercise of employee stock options for cash | 401 | 401 | |||||||
Exercise of employee stock options for cash (in shares) | 54,045 | ||||||||
Issuance of common stock pursuant to ESPP purchase (in shares) | 62,293 | ||||||||
Issuance of common stock pursuant to ESPP purchase | 1,278 | 1,278 | |||||||
Issuance of common stock pursuant to RSU and PSU release (in shares) | 68,365 | ||||||||
Employee stock-based compensation expense | 30,285 | 30,285 | |||||||
Compensation expense relating to stock options granted to consultants | 77 | 77 | |||||||
Unrealized gain (loss) on available-for-sale securities, net of tax | 138 | 138 | |||||||
Net income attributable to Non Controlling interest (SRX Cardio) | 930 | 930 | |||||||
Dividends to Non Controlling interest (SRX Cardio)'s shareholders | (1,700) | (1,700) | |||||||
Net loss | (269,043) | (269,043) | |||||||
Balance at end of the year at Dec. 31, 2016 | 190,532 | ||||||||
Balance at end of the year (in shares) at Dec. 31, 2016 | 56,544,218 | ||||||||
Balance at end of the year at Dec. 31, 2016 | $ 192,689 | $ 57 | $ 1,108,832 | $ (918,345) | $ (12) | $ 2,157 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (268,113) | $ (226,505) | $ (137,125) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Depreciation and amortization | 1,924 | 1,311 | 1,542 |
Amortization of premium on investment securities | 1,113 | 3,174 | 3,703 |
Stock-based compensation expense | 30,362 | 22,858 | 9,333 |
Non-cash interest | 61 | ||
Change in reserve for uncertain tax position | (365) | ||
Unrealized loss on foreign currency forward contracts | 114 | ||
Changes in operating assets and liabilities: | |||
Receivables from collaborations | 1,000 | (943) | 252 |
Prepaid research and development | 9,677 | (15,290) | (745) |
Prepaid expenses and other current assets | 378 | 1,001 | (1,383) |
Prepaid and other long-term assets | 6,779 | 3,619 | (15,559) |
Accounts payable | 4,308 | (4,061) | 10,763 |
Accrued compensation and employee benefits | (653) | 2,054 | 893 |
Accrued research and development | (377) | 11,650 | (3,565) |
Accrued and other liabilities | (892) | 1,531 | (261) |
Deferred revenue | 18,747 | (9,569) | 31,374 |
Other long-term liabilities | (769) | 2,281 | (42) |
Net cash used in operating activities | (196,455) | (207,252) | (100,706) |
Investing activities | |||
Purchases of property and equipment | (1,864) | (4,746) | (1,629) |
(Increase)/decrease in restricted cash (SRX Cardio) | 163 | (341) | |
Purchases of investments | (252,323) | (266,068) | (332,171) |
Proceeds from sales of investments | 2,603 | ||
Proceeds from maturities of investments | 394,730 | 324,100 | 192,045 |
Net cash provided by/ (used in) investing activities | 140,706 | 52,945 | (139,152) |
Financing activities | |||
Proceeds from public offering of common stock, net of underwriters discount | 272,216 | 175,185 | |
Payment of public offering costs | (242) | (882) | (564) |
Proceeds from issuance of common stock pursuant to equity award plans | 1,683 | 11,948 | 4,978 |
Dividends to Noncontrolling interest (SRX Cardio)'s shareholders | (1,700) | ||
Proceeds from long-term note payables | 50,000 | ||
Proceeds from long-term obligation to Collaborator | 8,000 | ||
Net cash provided by financing activities | 57,741 | 283,282 | 179,599 |
Net increase (decrease) in cash and cash equivalents | 1,992 | 128,974 | (60,259) |
Cash and cash equivalents at beginning of year | 186,488 | 57,514 | 117,773 |
Cash and cash equivalents at end of year | 188,480 | 186,488 | 57,514 |
Noncash investing and financing activities: | |||
Net change in accrued offering cost | $ (238) | 238 | |
Net change in accounts payable related to purchase of property and equipment | $ 5 | $ 89 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization Portola Pharmaceuticals, Inc. (the “Company” or “we” or “our” or “us”) is a biopharmaceutical company focused on the development and commercialization of novel therapeutics in the areas of thrombosis, other hematologic disorders and inflammation for patients who currently have limited or no approved treatment options. We were incorporated in September 2003 in Delaware. Our headquarters and operations are located in South San Francisco, California and we operate in one segment. Our two late stage development programs address significant unmet medical needs in the area of thrombosis, or blood clots. Our lead compound, betrixaban, is a U.S. Food and Drug Administration, or FDA, designated Fast-Track novel oral once-daily inhibitor of Factor Xa. Our second compound, andexanet alfa, an FDA-designated breakthrough therapy and orphan drug, is a recombinant protein designed to reverse anticoagulant activity in patients treated with a Factor Xa inhibitor. Our third compound, cerdulatinib, is being developed for hematologic, or blood, cancers and inflammatory disorders. Cerdulatinib is an orally available dual kinase inhibitor that inhibits spleen tyrosine kinase, or Syk, and janus kinases, or JAK, enzymes that regulate important signaling pathways. We also have an early stage program of highly selective Syk inhibitors, one of which is partnered with Ora, Inc., or Ora, and another early stage program to develop a drug in the field of hypercholesterolemia. Public Offerings In October 2014, we completed an underwritten public offering of 6,200,000 shares of our common stock at a public offering price of $26.00 per share. In addition, the underwriters exercised their over-allotment option to purchase an additional 930,000 shares from us at the public offering price of $26.00. The net proceeds from the offering to us including the over-allotment option, net of underwriting discounts and commissions of approximately $10.2 million were approximately $175.2 million. After deducting offering expenses of approximately $564,000, net proceeds to us were $174.6 million. In March 2015, we completed an underwritten public offering of 2,870,000 shares of our Common Stock, which included 374,348 shares of Common Stock issued pursuant to the over-allotment option granted to our underwriters, at a public offering price of $40.00 per share. The net proceeds from the offering to us including the over-allotment option, net of underwriting discounts, commissions and offering expenses of approximately $358,000, were approximately $108.4 million. In December 2015, we completed an underwritten public offering of 3,593,750 shares of our Common Stock, which included 468,750 shares of Common Stock issued pursuant to the over-allotment option granted to our underwriters, at a public offering price of $48.00 per share. The net proceeds from the offering to us including the over-allotment option, net of underwriting discounts, commissions and offering expenses of approximately $765,000 were approximately $162.7 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Consolidation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of Portola and its wholly owned subsidiaries and SRX Cardio,LLC (“SRX Cardio’) that is a variable interest entity (a “VIE”) for which Portola is deemed, under applicable accounting guidance to be the primary beneficiary as of December 31, 2016. For the consolidated VIE, we record net income attributable to noncontrolling interests in our Consolidated Statements of Operations equal to the percentage of the economic or Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, fair value of assets and liabilities, income taxes, in-process research and development , the consolidation of VIEs and deconsolidation of VIEs Variable Interest Entities We review agreements we enter into with third party entities, pursuant to which we may have a variable interest in the entity, in order to determine if the entity is a VIE. If the entity is a VIE, we assess whether or not we are the primary beneficiary of that entity. In determining whether we are the primary beneficiary of an entity, we apply a qualitative approach that determines whether we have both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. If we determine we are the primary beneficiary of a VIE, we consolidate the statements of operations and financial condition of the VIE into our consolidated financial statements. Our determination about whether we should consolidate such VIEs is made continuously as changes to existing relationships or future transactions may result in a consolidation or deconsolidation event. In-process Research and Development Asset In-process research and development asset relates to our consolidated VIE and is considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If the project is completed, which generally occurs if and when regulatory approval to market a product is obtained, the carrying value of the related intangible asset is amortized as a part of cost of product revenues over the remaining estimated life of the asset beginning in the period in which the project is completed. If the asset becomes impaired or is abandoned, the carrying value of the related intangible asset is written down to its fair value and an impairment charge is taken in the period in which the impairment occurs. In-process research and development asset is tested for impairment on an annual basis, and more frequently if indicators are present or changes in circumstances suggest that impairment may exist. Please refer to Note 8, “Asset Acquisition and License Agreements,” for further information. Cash and Cash Equivalents Cash and cash equivalents consist of cash and other highly liquid investments with original maturities of three months or less from the date of purchase. Investments in Marketable Securities All investments in marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of our investments in debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and were reported as a component of accumulated comprehensive income (loss). Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income, net. Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, receivables from collaborations and investments. Our investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments and issuers of investments to the extent recorded on the consolidated balance sheets. Receivables from collaborations are typically unsecured and are concentrated in the pharmaceutical industry. Accordingly, we may be exposed to credit risk generally associated with pharmaceutical companies or specific to our collaboration agreements. To date, we have not experienced any losses related to these receivables. Certain materials and key components that we utilize in our operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in a biologics drug application (BLA) or new drug application (NDA) filed with the U.S. Food and Drug Administration (FDA) for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from our suppliers were interrupted for any reason, we may be unable to supply any of our product candidates for clinical trials. Collaboration Customer Concentration Collaboration customers who accounted for 10% or more of total collaboration and license revenues were as follows: Year Ended December 31, 2016 2015 2014 Daiichi Sankyo, Inc. 29% 38% 45% Bayer Pharma, AG and Janssen Pharmaceuticals, Inc. 27% 48% 37% Dermavant Sciences GmbH 25% – – Bristol-Myers Squibb Company and Pfizer Inc. 19% 13% 16% Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Impairment of Long-Lived Assets We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Specific potential indicators of impairment include a significant decrease in the fair value of an asset, a significant change in the extent or manner in which an asset is used or a significant physical change in an asset, a significant adverse change in legal factors or in the business climate that affects the value of an asset, an adverse action or assessment by the FDA or another regulator or a projection or forecast that demonstrates continuing losses associated with an income producing asset. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2016, there have been no such losses. Deferred Rent We recognize rent expense on a straight-line basis over the noncancelable term of our operating lease and, accordingly, record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. We also record lessor-funded lease incentives, such as reimbursable leasehold improvements, as a deferred rent liability, which is amortized as a reduction of rent expense over the noncancelable term of our operating lease. Revenue Recognition We generate revenue from collaboration and license agreements for the development and commercialization of our products. Collaboration and license agreements may include non-refundable or partially refundable upfront license fees, partial or complete reimbursement of research and development costs, contingent consideration payments based on the achievement of defined collaboration objectives and royalties on sales of commercialized products. Our performance obligations under our collaborations may include the transfer of intellectual property rights (licenses), obligations to provide research and development services and related clinical drug supply, obligations to provide regulatory approval services and obligations to participate on certain development and/or commercialization committees with the collaborators. If we determine that multiple deliverables exist, the consideration is allocated to one or more units of accounting based upon the best estimate of the selling price of each deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. In order to account for multiple element arrangements, we identify the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in our control. A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered items within the arrangement. For a combined unit of accounting, non-refundable upfront payments are recognized in a manner consistent with the final deliverable, which has generally been ratably over the period we provide research and development services. Amounts received in advance of performance are recorded as deferred revenue in our consolidated balance sheet and are recognized as collaboration revenue. We regularly review the estimated periods of performance related to our collaborations based on the progress made under each arrangement. Our estimates of our performance period may change over the course of the collaboration term. Such a change could have a material impact on the amount of revenue we record in future periods. Payments that are contingent upon achievement of a substantive milestone are recognized in their entirety in the period in which the milestone is achieved. A milestone is defined as an event that can only be achieved based on our performance and there is substantive uncertainty about whether the event will be achieved at the inception of the arrangement. Events that are contingent only on the passage of time or only on counterparty performance are not considered milestones subject to this guidance. Further, the amounts received must relate solely to prior performance, be reasonable relative to all of the deliverables and payment terms within the agreement and commensurate with our performance to achieve the milestone after commencement of the agreement. Payments contingent upon achievement of events that are not considered substantive milestones are allocated to the respective arrangements unit of accounting when received and recognized as revenue based on the revenue recognition policy for that unit of accounting. Amounts received from our collaboration and license agreements are recognized as revenue if the collaboration arrangement involves the sale of services associated with the development and commercialization of our products at amounts that exceed our cost. Under certain collaboration arrangements we receive reimbursement for a portion of our research and development costs. Such funding is recognized as a reduction in research and development expense when we engage in a research and development project jointly with another entity, with both entities participating in project activities and sharing costs and potential benefits of the arrangement. Amounts related to research and development and regulatory approval funding are recognized as the related services or activities are performed, in accordance with the contract terms. Payments may be made to or by us based on the number of full-time equivalent researchers assigned to the collaboration project and the related research and development expenses incurred. Research and Development Research and development costs are expensed as incurred and consist of salaries and benefits, lab supplies, materials and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with collaboration and license agreements are also included in research and development expense. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or services are rendered. Clinical Trial Accruals Clinical trial costs are a component of research and development expenses. We accrue and expense clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. We determine the actual costs through monitoring patient enrollment and discussions with internal personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. The Company has not experienced any material deviations between the accrued clinical trial expenses and actual clinical trial expenses. However, actual services performed, number of patients enrolled and the rate of patient enrollment may vary from our estimates, resulting in adjustments to clinical trial expense in futures periods. Stock-Based Compensation Employee stock-based compensation cost is measured at the grant date, based on the fair value of the award. The compensation cost is recognized as expense on a straight-line basis over the vesting period for options and restricted stock units (“RSUs”) and on an accelerated basis for performance stock options (“PSOs”), market-based performance stock units (“M-PSUs”) and performance-based stock units (“PSUs”). For stock option grants including PSOs, we use the Black-Scholes option pricing model to determine the fair value of stock options. This model requires us to make assumptions such as expected term, dividends, volatility and forfeiture rates that determine the stock options fair value. These key assumptions are based on peer companies compared to historical information and judgment regarding market factors and trends. If actual results are not consistent with our assumptions and judgments used in estimating these factors, we may be required to increase or decrease compensation expense, which could be material to our results of operations. We are also required to make estimates as to the probability of achieving the specific performance criteria underlying the PSOs and PSUs. For M-PSU awards, we use the Monte-Carlo option pricing model to determine the fair value of awards at the date of issue. The Monte-Carlo option-pricing model uses similar input assumptions as the Black-Scholes model; however, it further incorporates into the fair-value determination the possibility that the performance-based market condition may not be satisfied. Compensation costs related to awards with a market-based condition are recognized regardless of whether the market condition is ultimately satisfied. Compensation cost is not reversed if the achievement of the market condition does not occur. For RSUs and PSU awards, we base the fair value of awards on the closing market value of our common stock at the date of grant. Equity instruments issued to nonemployees, consisting of stock options granted to consultants, are valued using the Black-Scholes option-pricing model. Stock-based compensation expense for nonemployee services is subject to remeasurement as the underlying equity instruments vest and is recognized as an expense over the period during which services are received. Income Taxes We provide for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax basis of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits 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. Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the underpayment of income taxes. Foreign Currency Transactions We have financial transactions denominated in foreign currencies, primarily the Euro and British Pound, and, as a result, are exposed to changes in foreign currency exchange rates. Net Loss per Share Attributable to Portola Common Stockholders Basic net loss per share attributable to Portola Common Stockholders is calculated by dividing the net loss attributable to Portola Common Stockholders by the weighted-average number of shares of Common Stock outstanding for the period. Diluted net loss per share attributable to Portola Common Stockholders is computed by giving effect to all potential dilutive Common Stock equivalents outstanding for the period. Diluted net loss per share attributable to Portola Common Stockholders is the same as basic net loss per share attributable to Portola Common Stockholders, since the effects of potentially dilutive securities are antidilutive. Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. . In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. In October 2016, FASB issued ASU No. 2016-16, Income Taxes (topic 740) We are currently evaluating the impact of our pending adoption of this standard on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) We are currently evaluating the impact of our pending adoption of this standard on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern We are required to make a determination as of December 31, 2016 and for each annual and interim period thereafter, whether there is substantial doubt about our ability to continue as a going concern within one year after the issuance date by considering relevant conditions that are known (and reasonably knowable) at the issuance date. The ASU aligns the interpretation of substantial doubt with the definition of “probable” pursuant to ASC 450, Contingencies , meaning that a company’s inability to meet obligations as they come due within one year after the issuance date must be likely to occur. If substantial doubt exists, we are required to disclose as such and to assess whether our plans will or will not alleviate substantial doubt, the results of such assessment determines other specific disclosure requirements. We adopted this standard in the fourth quarter of 2016, performed the requisite analysis and determined that no additional disclosures are necessary. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The new revenue standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We plan to adopt the standard in the first quarter of 2018 using the modified retrospective method. Although we are still evaluating our contracts and assessing all the potential impacts of the standard, we anticipate the adoption may have a material impact on our consolidated financial statements. Specifically, the timing of recognition for certain contingent payments from our collaborators may be impacted by the adoption of the new revenue standard. ASU No. 2014-09 differs from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments or contingent payments. Under our current accounting policy, we recognize contingent or milestone payments as revenue in the period that the payment-triggering event occurred or is achieved. However, under the new revenue standard, it is possible to start to recognize contingent or milestone payments before the payment-triggering event is completely achieved, subject to management’s assessment of whether it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The carrying amounts of certain of our financial instruments, including cash and cash equivalents, restricted cash, short-term investments, receivables from collaborations, prepaid research and development, prepaid expenses and other current assets and accounts payable, accrued research and development, accrued compensation and employee benefits, accrued and other liabilities and deferred revenue, approximate their fair value due to their short maturities. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as 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 reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 – Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3 – Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Where quoted prices are available in an active market, securities are classified as Level 1. We classify money market funds as Level 1. When quoted market prices are not available for the specific security, then we estimate fair value by using 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. 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. We classify our corporate notes, commercial paper, U.S. Treasuries and government agency securities and foreign currency forward contracts as Level 2. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability. Mid-market pricing is used as a practical expedient for fair value measurements. The fair value measurement of any asset or liability must reflect the non-performance risk of the entity and the counterparty to the transaction. Therefore, the impact of the counterparty’s creditworthiness, when in an asset position, and our creditworthiness, when in a liability position, has also been factored into the fair value measurement. In certain cases where there is limited activity or less transparency around inputs to valuation, the related assets or liabilities are classified as Level 3. Our embedded derivative liabilities are measured at fair value using a Monte Carlo simulation model and are included as a component of Notes payable, long-term on the consolidated balance sheets. The assumptions used in the Monte Carlo simulation model include: 1) our estimates of both the probability and timing of regulatory approval of andexanet alfa in the U.S. and EU; 2) probability weighted net sales of andexant alfa; 3) our risk adjusted discount rate that includes a company specific risk premium; 4) cost of debt; 5) volatility; 6) the probability of a change in control occurring during the term of the note; and 7) probability of an event of default. The valuation of our embedded derivative liabilities is most sensitive to the probability of andexanet alfa achieving regulatory approval given the binary nature of such an approval event and the correlation to other assumptions included in the model. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. In certain cases where there is limited activity or less transparency around inputs to valuation, securities are classified as Level 3. Our noncontrolling interest (SRX Cardio) includes the fair value of the contingent future payments, which is valued based on Level 3 inputs. Please refer to Note 8, "Asset Acquisition and License Agreements," for further information. The following table sets forth the fair value of our financial assets and liabilities (excluding consolidated VIE’s cash), allocated into Level 1, Level 2 and Level 3, that was measured on a recurring basis (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 6,254 $ – $ – $ 6,254 Corporate notes and commercial paper – 133,099 – 133,099 U.S. government agency securities – 55,936 – 55,936 Total financial assets $ 6,254 $ 189,035 $ – $ 195,289 Financial Liabilities: Embedded derivative liabilities $ – $ – $ 246 $ 246 December 31, 2015 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 22,074 $ – $ – $ 22,074 Corporate notes and commercial paper – 242,033 – 242,033 U.S. government agency securities – 180,876 – 180,876 Total financial assets $ 22,074 $ 422,909 $ – $ 444,983 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Financial Instruments | 4. Financial Instruments Cash equivalents and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following (in thousands): December 31, 2016 December 31, 2015 Estimated Estimated Unrealized Unrealized Fair Unrealized Unrealized Fair Cost Gains (Losses) Value Cost Gains (Losses) Value Money market funds $ 6,254 $ – $ – $ 6,254 $ 22,074 $ – $ – $ 22,074 Corporate notes and commercial paper 133,112 1 (14 ) $ 133,099 242,089 3 (59 ) 242,033 U.S. government agency securities 55,934 5 (3 ) $ 55,936 180,970 1 (95 ) 180,876 $ 195,300 $ 6 $ (17 ) $ 195,289 $ 445,133 $ 4 $ (154 ) $ 444,983 Classified as: Cash equivalents $ 64,998 $ 171,310 Short-term investments 130,291 257,713 Long-term investments – 15,960 Total cash equivalents and investments $ 195,289 $ 444,983 At December 31, 2016, the remaining contractual maturities of available-for-sale securities were less than one year. There have been no significant realized gains or losses on available-for-sale securities for the periods presented. Available-for-sale debt securities that were in a continuous loss position but were not deemed to be other than temporarily impaired were immaterial at both December 31, 2016 and 2015. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment Property and equipment consists of the following (in thousands): December 31, 2016 2015 Computer equipment $ 1,207 $ 960 Capitalized software $ 1,569 865 Equipment $ 6,747 5,874 Leasehold improvements $ 7,529 7,529 17,052 15,228 Less accumulated depreciation and amortization (10,909 ) (8,985 ) Property and equipment, net $ 6,143 $ 6,243 Accrued and Other Liabilities Accrued and other liabilities consist of the following (in thousands): December 31, 2016 2015 Commercial related $ 324 $ 783 Legal and accounting fees 369 506 Deferred rent 799 721 Other 204 816 Total accrued liabilities $ 1,696 $ 2,826 |
Collaboration and License Agree
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration and License Agreements | 6. Collaboration and License Agreements Summary of Collaboration and License Revenue We have recognized revenue from our collaboration and license agreements as follows (in thousands): Year Ended December 31, 2016 2015 2014 BMS and Pfizer $ 6,583 $ 1,540 $ 1,497 Daiichi Sankyo 10,421 4,578 4,287 Bayer and Janssen 8,248 5,740 3,598 Bayer 1,450 – – Dermavant 8,750 – – Other 52 212 243 Total collaboration and license revenue $ 35,504 $ 12,070 $ 9,625 Bristol-Myers Squibb Company (“BMS”) and Pfizer Inc. (“Pfizer”) In January 2014, we entered into a collaboration agreement with BMS and Pfizer to further study andexanet alfa as a reversal agent for their jointly owned FDA approved oral Factor Xa inhibitor, apixaban, through Phase 3 studies. We initiated Phase 3 studies in the first half of 2014. We are responsible for the cost of conducting this clinical study. Pursuant to our agreement with BMS and Pfizer we are obligated to provide research, development and regulatory approval services and participate in the Joint Collaboration Committee (“JCC”) We identified the following non-cancellable performance deliverables under the January 2014 agreement: 1) the obligation to provide research and development services, which include manufacturing and supplying andexanet alfa and providing various reports, 2) the obligation to provide regulatory approval services, and 3) the obligation to participate in the JCC. We considered the provisions of the multiple-elements arrangement guidance and determined that none of the deliverables have standalone value; all of these obligations will be delivered throughout the estimated period of performance and will be accounted for as a single unit of accounting. The non-contingent upfront consideration under this agreement of $6.5 million is being recognized as collaboration revenue on a straight-line basis over the estimated period of performance. In the third quarter of 2014, we revised the remaining estimated period of performance from the first quarter of 2017 to the first quarter of 2018 to reflect a modification to our clinical development and regulatory plans. The contingent upfront consideration of $6.5 million will be recognized if and when the refundable nature of these amounts lapses based upon the achievement of specified regulatory and/or clinical events. The contingent milestone payments under the January 2014 agreement are not considered substantive because 50% may be refunded upon certain events. The non-contingent portion of milestone payments received are recognized as collaboration revenue on a straight-line basis over the estimated period of performance and the contingent portion of the milestone payments received are recognized if and when the refundable nature of these amounts lapse based upon the achievement of specified regulatory events. During the year ended December 31, 2016, we received the two remaining contingent milestone payments totaling $3.5 million. During the years ended December 31, 2016, 2015 and 2014 we recognized $2.2 million, $1.5 million and $1.5 million in collaboration revenue under this agreement, respectively. The deferred revenue balance under this agreement as of December 31, 2016 and 2015 was $11.2 million and $8.4 million, respectively. In February 2016, we entered into a collaboration and license agreement with BMS and Pfizer whereby BMS and Pfizer obtained exclusive rights to develop and commercialize andexanet alfa in Japan. BMS and Pfizer are responsible for all development, regulatory and commercial activities in Japan and we will reimburse BMS and Pfizer for expenses they incur for research and development activities specific to Factor Xa inhibitors other than apixaban. Pursuant to this agreement, we are obligated to provide certain research and development activities outside of Japan, provide clinical drug supply and related manufacturing services and to participate on various committees in exchange for a non-refundable upfront fee of $15.0 million. We are also eligible to receive, contingent payments totaling up to $20.0 million which may be earned upon achievement of certain regulatory events and up to $70.0 million which may be earned upon achievement of specified annual net sales volumes in Japan. We are also entitled to receive royalties ranging from 5% to15% on net sales of andexanet alfa in Japan. We concluded that the January 2014 and February 2016 agreements should each be accounted for as standalone agreements. We identified the following non-cancellable performance deliverables under the February 2016 agreement: 1) grant of intellectual property license, 2) the obligation to provide research and development services, 3) the obligation to manufacture and provide clinical supply of andexanet alfa, and 4) the obligation to participate in various committees. The February 2016 agreement also contains an obligation to manufacture and provide commercial supply of andexanet alfa which we concluded was a contingent deliverable because andexanet alfa is not yet a commercially approved product and is currently subject to additional clinical studies prior to commercial approval in Japan. We considered the provisions of the multiple-elements arrangement guidance and determined that none of the deliverables have standalone value because of our required expertise associated with the manufacturing process of andexanet alfa and the interdependency of the remaining deliverables on the clinical supply of andexanet alfa. We evaluated the timing of delivery for each of the deliverables and concluded that our obligation to participate on the various committees would be the last delivered element under the arrangement and therefore would be the basis for revenue recognition for the combined unit of accounting. The total upfront consideration under this agreement is being recognized as collaboration revenue on a straight-line basis over the estimated performance period through the first quarter of 2019. We have determined that the future contingent payments meet the definition of a milestone and that such milestones are substantive in that the consideration is reasonable relative to all of the deliverables and payment terms within the agreement are commensurate with our performance to achieve the milestone after commencement of the agreement. Accordingly, revenue for the achievement of the milestone will be recognized in the period when the milestone is achieved and collectability is reasonably assured. As of December 31, 2016, no amounts had been recognized as collaboration revenue for any of these milestones and all the contingent payments remained eligible for achievement as of December 31, 2016. During the year ended December 31, 2016 we recognized $4.4 million in collaboration revenue under this agreement. The deferred revenue balance under this agreement as of December 31, 2016 was $10.6 million. Daiichi Sankyo, Inc. (“Daiichi Sankyo”) In June 2013, we entered into an agreement with Daiichi Sankyo to include subjects dosed with edoxaban, their fXa inhibitor product, in one of our Phase 2 proof-of-concept studies of andexanet alfa. Daiichi Sankyo paid us an upfront fee of $6.0 million which we recognized over the estimated period of performance which completed in the fourth quarter of 2015. For the years ended December 31, 2015 and 2014, we recognized $1.0 million and $2.5 million in collaboration revenue associated with the contingent and the non-contingent element of the arrangement, respectively. There was no deferred revenue balance under this agreement as of December 31, 2016 and 2015. In July 2014, we entered into an agreement with Daiichi Sankyo to study the safety and efficacy of andexanet alfa as a reversal agent to edoxaban, in our Phase 3 and Phase 4 studies. We are responsible for the cost of conducting these clinical studies. Pursuant to our agreement with Daiichi Sankyo we are obligated to provide research, development and regulatory services and to participate in a JCC in exchange for an upfront nonrefundable fee of $15.0 million, up to two contingent payments totaling $5.0 million which are payable upon the initiation of our Phase 3 study and achievement of certain events associated with scaling up our manufacturing process to support a commercial launch, and up to four payments totaling $20.0 million which are payable upon acceptance of filing and regulatory approval of andexanet alfa as a reversal agent to edoxaban by the FDA and EMA. In October 2016, we amended this agreement to expedite the expansion of our Phase 4 trial in exchange for an upfront fee of $15.0 million, $8.0 million of which is payable back to Daiichi Sanko based solely on quarterly royalty payments of 1% of world-wide net sales of andexanet alfa. We are also eligible to receive up to three contingent payments totaling $10.0 million payable upon achieving specified clinical site activation and patient enrollment targets. Additionally, the $2.5 million contingent payment associated with scaling up our manufacturing process from the original agreement has been removed by this amendment. We concluded that the July 2014 agreement and the October 2016 amendment are linked and should be accounted as a combined agreement. We identified the following non-cancellable performance deliverables under the combined agreement: 1) the obligation to provide research and development services, which include manufacturing and supplying andexanet alfa and providing various reports, 2) the obligation to provide regulatory approval services, and 3) the obligation to participate on the JCC. We considered the provisions of the multiple-element arrangement guidance in determining how to recognize the total consideration of the combined agreement. We determined that none of the deliverables have standalone value; all of these obligations will be delivered throughout the estimated period of performance and therefore are accounted for as a single unit of accounting. The $7.0 million nonrefundable portion of the upfront payment received pursuant to the amendment is being recognized as revenue on a straight-line basis over the estimated period of performance through the third quarter of 2018. The $8.0 million refundable portion of the upfront consideration represents an obligation to collaborator and will be relieved as we make royalty payments or written off should we fail to commercialize andexanet alfa. We have determined all but one of the future contingent payments meets the definition of a milestone and that such milestones are substantive in that the consideration is reasonable relative to all of the deliverables and payment terms within the agreement are commensurate with our performance to achieve the milestone after commencement of the agreement. Accordingly, revenue for the achievement of these milestones will be recognized in the period when the milestone is achieved and collectability is reasonably assured. We recognized $5.0 million as collaboration revenue during the year ended December 31, 2016 associated with the achievement of milestones and seven of the contingent payments remained eligible for achievement as of December 31, 2016. During the years ended December 31, 2016, 2015 and 2014 we recognized a total of $9.2 million, $3.5 million and $1.8 million in collaboration revenue under this agreement, respectively. The deferred revenue balance under this agreement as of December 31, 2016 and 2015 was $12.6 million and $9.7 million, respectively. In March 2016, we entered into an agreement with Daiichi Sankyo to perform an ethnic sensitivity study (“ESS-Study”) of Japanese ethnicity, perform any further studies requested by the Japanese regulatory authorities and to deliver services in connection with our collaboration agreement to commercialize andexanet alfa in Japan with BMS and Pfizer. Daiichi Sankyo will reimburse us for 33% of our costs and expenses incurred to conduct the ESS-Study and between 33% and 100% of costs and expenses we incur for other studies that involve edoxaban under the terms of the arrangement. Pursuant to our agreement with Daiichi Sankyo, we are obligated to provide research and development services, clinical drug supply and related manufacturing services, regulatory approval services and to participate in a JCC in exchange for an upfront nonrefundable fee of $5.0 million. We are eligible to receive, up to two contingent payments totaling $10.0 million payable upon the initial and final regulatory approval for andexanet alfa as a reversal agent to edoxaban in Japan. The $10.0 million contingent payments will be reduced to $7.0 million if the Japanese regulatory approval is attained based only upon the ESS-study results. We concluded that the March 2016 agreement should each be accounted for as a standalone agreement. We identified the following non-cancellable performance deliverables under the March 2016 agreement: 1) the obligation to provide research and development services 2) the obligation to provide regulatory approval services, 3) the obligation to manufacture and provide clinical supply of andexanet alfa, and 4) the obligation to participate in the JCC. We considered the provisions of the multiple-element arrangement guidance and determined that none of the deliverables have standalone value and accordingly will be accounted for as a single unit of accounting. The total upfront consideration received under this agreement is being recognized as collaboration revenue on a straight-line basis over the estimated performance period associated with our participation in the JCC through the first quarter of 2019. We have determined that the future contingent payments meet the definition of a milestone and that such milestones are substantive in that the consideration is reasonable relative to all of the deliverables and payment term within the agreement are commensurate with our performance to achieve the milestones after commencement of the agreement. Accordingly, revenue for the achievement of these milestones will be recognized in the period when the milestones are achieved and collectability is reasonably assured. As of December 31, 2016, no amounts had been recognized as collaboration revenue for any of these milestones and the contingent payments remained eligible for achievement as of December 31, 2016. During the year ended December 31, 2016 we recognized $1.3 million in collaboration revenue under this agreement. The deferred revenue balance under this agreement as of December 31, 2016 was $3.7 million. Bayer Pharma, AG (“Bayer”) and Janssen Pharmaceuticals, Inc. (“Janssen”) In February 2013, we entered into a three-way agreement with Bayer and Janssen to include subjects dosed with rivaroxaban, their fXa inhibitor product, in one of our Phase 2 proof-of-concept studies of andexanet alfa. Bayer and Janssen paid us an upfront fee of $5.0 million and $500,000 upon delivery of the final written study report. We recognized the consideration under this agreement over the estimated period of performance which completed in the fourth quarter of 2015. For the years ended December 31, 2015 and 2014, we recognized $500,000 and $1.1 million in collaboration revenue, respectively. There was no deferred revenue under this agreement as of December 31, 2016 or 2015. In January 2014, we entered into a three-way agreement with Bayer and Janssen to study the safety and efficacy of andexanet alfa as a reversal agent to rivaroxaban in our Phase 3 studies. We are responsible for the cost of conducting this clinical study. Pursuant to our agreement with Bayer and Janssen we are obligated to provide research, development and regulatory services and to participate in a JCC in exchange for an upfront nonrefundable fee of $10.0 million, up to three contingent payments totaling $7.0 million which are payable upon achievement of certain events associated with scaling up our manufacturing process to support a commercial launch, and up to three payments totaling $8.0 million which are payable upon initiation of our Phase 3 study and regulatory approval of andexanet alfa as a reversal agent to rivaroxaban by the FDA and EMA. We identified the following non-cancellable performance deliverables under the agreement: 1) the obligation to provide research and development services, which include manufacturing and supplying andexanet alfa and providing various reports, 2) the obligation to provide regulatory approval services, and 3) the obligation to participate on the JCC. We considered the provisions of the multiple-element arrangement guidance in determining how to recognize the total consideration of the agreement. We determined that none of the deliverables have standalone value; all of these obligations will be delivered throughout the estimated period of performance and therefore are accounted for as a single unit of accounting. The total upfront consideration under this agreement is being recognized as revenue on a straight-line basis over the estimated period of performance. In the third quarter of 2014 we updated our estimated period of performance from the first quarter of 2017 to the first quarter of 2018 to reflect a modification to our clinical development and regulatory plans. We have determined all but one of the future contingent payments meet the definition of a milestone and that such milestones are substantive in that the consideration is reasonable relative to all of the deliverables and payment terms within the agreement and commensurate with our performance to achieve the milestone after commencement of the agreement. Accordingly, revenue for the achievement of these milestones will be recognized in the period when the milestone is achieved and collectability is reasonably assured. For the year ended December 31, 2016, we recognized $5.0 million in collaboration revenue associated with achievement of milestones.The contingent payment of $3.0 million was not considered to be a substantive milestone and was received in the third quarter of 2014 and is being recognized as collaboration revenue on a straight-line basis over the estimated remaining performance period through the first quarter of 2018. One remaining contingent payment remained eligible for achievement as of December 31, 2016. During the years ended December 31, 2016 and 2015, we recognized $8.2 million and $5.2 million in collaboration revenue under this agreement, respectively. The deferred revenue balance under this agreement as of December 31, 2016 and 2015 was $4.0 million and $7.2 million, respectively. Bayer In February 2016, we entered into an agreement with Bayer to perform an ESS-Study of Japanese ethnicity, perform any further studies requested by the Japanese regulatory authorities and to deliver services, in connection with our collaboration agreement to commercialize andexanet alfa in Japan with BMS and Pfizer. Bayer will reimburse us 33% of our costs and expenses incurred to conduct the ESS-Study and between 33% and 100% of costs and expenses we incur for other studies that involve rivaroxaban under the terms of the arrangement. Pursuant to our agreement with Bayer we are obligated to provide research and development services, provide clinical drug supply and related manufacturing services, provide regulatory approval services and to participate in a JCC in exchange for an upfront nonrefundable fee of $5.0 million. We are also eligible to receive, one contingent payment of $10.0 million which is payable upon the initial regulatory approval for andexanet alfa for rivaroxaban in Japan. The $10.0 million contingent payment will be reduced to $7.0 million if Japanese regulatory approval is attained based only upon the ESS-study results. We concluded that the January 2014 agreement with Bayer and Janssen and February 2016 agreement with Bayer should each be accounted for as standalone agreements. We identified the following non-cancellable performance deliverables under the February 2016 agreement: 1) the obligation to provide research and development services 2) the obligation to provide regulatory approval services, 3) the obligation to manufacture and provide clinical supply of andexanet alfa, and 4) the obligation to participate in the JCC. We considered the provisions of the multiple-element arrangement guidance and determined that none of the deliverables had standalone value, all of these obligations will be delivered throughout the estimated period of performance and accounted for as a single unit of accounting. The total upfront consideration under this agreement is being recognized as collaboration revenue on a straight-line basis over the estimated performance period through the first quarter of 2019. We have determined that the future contingent payment meets the definition of a milestone and that such milestone is substantive in that the consideration is reasonable relative to all of the deliverables and payment terms within the agreement are commensurate with our performance to achieve the milestone after commencement of the agreement. Accordingly, revenue for the achievement of the milestone will be recognized in the period when the milestone is achieved and collectability is reasonably assured. As of December 31, 2016, no amounts had been recognized as collaboration revenue for this milestone and the contingent payment remained eligible for achievement as of December 31, 2016. During the year ended December 31, 2016 we recognized $1.5 million in collaboration revenue under this agreement. The deferred revenue balance under this agreement as of December 31, 2016 was $3.5 million. Dermavant Sciences GmbH (“Dermavant”) In December 2016, we granted an exclusive, worldwide license to Dermavant to develop and commercialize cerdulatinib in topical formulation for all indications, excluding oncology, in exchange for a non-refundable upfront payment of $8.8 million and contingent development and regulatory milestones of $36.3 million and up to $100.0 million in commercial milestone payments based on worldwide annual net sales. Additionally, Dermavant is required to pay us a 9% royalty on worldwide net sales of all products commercialized under the agreement throughout the license term, which continues on a country-by-country basis until the later of the 10th anniversary of the first commercial sale or the expiration of the last valid patent. We identified the following non-contingent deliverables under the agreement, all of which had been satisfied as of December 31, 2016: 1) grant of an exclusive license to develop and commercialize cerdulatinib in topical formulation, excluding oncology During the year ended December 31, 2016 we recognized $8.8 million in revenue under this agreement as we completed our obligations under these deliverables. Refer to Note 8 “Asset Acquisition and License Agreements” for discussion regarding sublicensing fees due to Astellas Pharma, Inc. (“Astellas”) resulting from this agreement . Ora, Inc. (“Ora”) In May 2015, we entered into a license and collaboration agreement with Ora pursuant to which we granted Ora an exclusive license to co-develop and co-commercialize one of our specific Syk inhibitors, PRT2761. Ora has the primary responsibility for conducting the research and development and regulatory activities under this agreement. We are obligated to provide assistance in accordance with the agreed-upon development plan as well as participate on various committees. Under the terms of this risk and cost sharing agreement, each party will incur its own share of development costs. Third-party related development costs will be shared by Ora and us at approximately 60% and 40%, respectively, until an End of Phase 2 meeting with the FDA, and equally thereafter. We are entitled to receive either 50% of the profits, if any, generated by future sales of the products developed under the agreement or royalty payments on such sales, should we opt out of the agreement. We may opt out of the agreement any time prior to 90 days after an End of Phase 2 meeting with the FDA. The timing of the exercise of our opt out rights would impact future royalties we would be entitled to receive from Ora. Each party may also buy out the rights and interests in the licensed compound by paying the greater of $6.0 million or two times the actual aggregate development cost incurred by both parties before or 90 days after an End of Phase 2 meeting with the FDA. All costs we incur in connection with this agreement will be recognized as research and development expenses. During the years ended December 31, 2016 and 2015 costs of $629,000 and $206,000 have been incurred related to this agreement. |
Purchase Commitments
Purchase Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Purchase Commitments | 7. Purchase Commitments Commercial Supply Agreement (“CSA”) In July 2014, we entered into a CSA with CMC ICOS Biologics, Inc. (“CMC ”), a subsidiary of CMC Biologics S.à.r.l., a privately-held contract manufacturing organization, pursuant to which CMC will manufacture clinical and commercial supply of andexanet alfa. The terms of the CSA required us to purchase an aggregate fixed number of batches of andexanet alfa from CMC beginning in 2015 through 2021. The fixed commitment to purchase batches was divided between two manufacturing lines at CMC: (i) the 2,500 liter manufacturing line which has been used since inception of the program to supply clinical drug product, referred to as “Line A/B”; and (ii) the 6x2,000 liter manufacturing line referred to as “Line C” which was intended to satisfy the drug product requirements of our initial commercial launch. In February 2016, we filed a Biologics License Application (“BLA”) based on the Line A/B manufacturing process and on August 17 2016, we received a Complete Response Letter (“CRL”) from the FDA that focused primarily on Line A/B manufacturing. Given the time and effort required to address the deficiencies raised in the CRL and re-submit the BLA, we made the decision to suspend manufacturing activities on Line C in order to focus on getting andexanet alfa approved using Line A/B. We recorded a charge of $27.3 million in research and development expense in the third quarter of 2016 due to this decision and related uncertainty about whether we would receive future benefits related to advance payments made for Line C manufacturing since inception of the CSA. In December 2016, we entered into an Amended Restated Commercial Supply Agreement (“aCSA”) with CMC that amends and restates the terms of the original CSA. The aCSA increases the number of batches to be manufactured on Line A/B, releases both parties from any obligations related to Line C, and details other services to be provided by CMC to support our regulatory applications in the United States and European Union. Under the aCSA, the batch price is fixed at $1.0 million, and we are required to purchase twenty batches to be manufactured in 2017 and a further ten batches to be manufactured in 2018 contingent upon the successful delivery of specified services in the aCSA. Pursuant to the terms of the aCSA, we received a $33.7 million credit, which may be applied to either satisfy or partially offset specified amounts owed to CMC for services rendered under the aCSA, existing obligations/payables to CMC as of the execution date and future services to be rendered through December 31, 2017. The credit received will have the effect of reducing the cash outlay for 2017 batches by 50% but is not eligible to be applied to the contingent 2018 batches. The term of the aCSA is two years and may be earlier terminated by either party for the other party’s uncured material breach or insolvency. We may terminate the aCSA unilaterally if our applications for regulatory approval for andexanet alfa in the United States and European Union are rejected, for any other safety, efficacy or commercial reasons that lead to the discontinuation, reduction in market demand or commercial infeasibility of andexanet alfa. Under the consolidation guidance, we determined that CMC is a VIE and we are not the primary beneficiary and therefore consolidation of CMC is not required. As of December 31, 2016, we have not provided financial or other support to CMC that was not previously contractually required. We have recorded $1.5 million of accounts payable and $4.0 million of accrued research and development in the consolidated balance sheet as of December 31, 2016. The original CSA and aCSA does not require us to fund operations at CMC and therefore, historically we have quantified our maximum exposure to loss as the aggregate value of prepaid manufacturing services as of each reporting date. Following the charge to research and development expense recorded in the third quarter of 2016, we have no further financial exposure to losses at December 31, 2016. Further, we believe that our total exposure to losses associated with the fixed pricing terms of this agreement is de minimis given the cost per batch, number of batches and time frame over which the batches will be manufactured, pursuant to the amended agreement. Betrixaban Manufacturing Agreement In April 2016, we entered into a Manufacturing Agreement (“the Hovione Agreement”) with Hovione, Limited, (“Hovione”), pursuant to which Hovione will manufacture active pharmaceutical ingredient (“API”) for betrixaban at commercial scale and perform process validation during the term of the agreement. Pursuant to the Hovione Agreement, as amended in September 2016, we have made advance payments of $20.9 to $23.1 |
Asset Acquisition and License A
Asset Acquisition and License Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Research And Development [Abstract] | |
Asset Acquisition and License Agreements | 8. Asset Acquisition and License Agreements Agreement SRX Cardio, LLC (“SRX Cardio”) In December 2015, we entered into an option agreement with SRX Cardio to explore a novel approach to develop a drug in the field of hypercholesterolemia. This agreement provided us an option to enter into an exclusive license agreement as well as responsibility to lead and fund the development effort during the option period. In September 2016, we exercised our right to enter into an exclusive license agreement. Pursuant to the terms of the agreement, we made an upfront payment of $2.2 million to acquire the license and are obligated to pay up to $152.5 million in research and development milestones related to the advancement of the program and royalties in the range of 2% to 6% of worldwide net sales. We may terminate the license agreement upon 90 days notice for convenience and the agreement may also be terminated by either party for a material breach by the other party. We determined that SRX Cardio is and continues to be a variable interest entity and that we hold a variable interest in SRX Cardio’s intellectual property assets and the related potential future product candidates these assets may produce. Due to the absence of other significant development programs at SRX Cardio, we concluded that the variable interest was in the entity as a whole. Given the stage of development, we concluded that SRX Cardio is not considered a business as they lack the processes required to generate outputs. We concluded that the responsibilities assigned to us under the option agreement and as continued via the exclusive license agreement provided us control over those activities most significant to SRX Cardio, and therefore we are considered to be the primary beneficiary of SRX Cardio. Accordingly, SRX Cardio is subject to consolidation and we have consolidated the financial statements of SRX Cardio since inception of the agreement on December 1, 2015 by (a) eliminating all intercompany balances and transactions; and (b) allocating income or loss attributable to the noncontrolling interest in SRX Cardio to net income or loss attributable to noncontrolling interest in our consolidated statement of operations and reflecting noncontrolling interest on our consolidated balance sheet. Our interest in SRX Cardio is limited to the development of the intellectual property asset. The upfront payments of $500,000 and $2.2 million and the obligation to fund the development plan represent our maximum exposure to loss under the agreement. We did not acquire any equity interest in SRX Cardio, any interest in SRX Cardio's cash and cash equivalents or any control over their activities that do not relate to the exclusive license agreement. SRX Cardio does not have any right to the Company's assets except as provided in the exclusive license agreement . At the inception of the agreement, the identifiable assets, assumed liabilities and non-controlling interest of SRX Cardio were recorded at their estimated fair value upon the initial consolidation of SRX Cardio, including the in-process research and development intangible asset. We estimated the fair value of these indefinite lived intangible assets to be $3.2 million and the noncontrolling interest to be $2.9 million. The fair value was estimated using present-value models on potential contingent milestones and royalty payments (“contingent future payments”), based on assumptions regarding the probability of achieving the development milestones, estimate of time to develop the drug candidate, estimates of future cash flows from potential product sales and assumptions regarding the appropriate discount rate. As of December 31, 2016, we have not provided financial or other support to SRX Cardio that was not previously contracted or required. We recorded SRX Cardio’s $178,000 of cash as restricted cash because (a) we do not have any interest in or control over SRX Cardio's cash and (b) the agreement does not provide for these assets to be used for the development of the intellectual property assets developed pursuant to this agreement. We recorded $930,000 as net income attributable to noncontrolling interest (SRX Cardio) on our consolidated statements of operations, reflecting SRX Cardio’s net income for the reporting period after adjusting for the decrease in fair value of contingent future payments. For the year ended December 31, 2016, the fair value of contingent future payments decreased by $870,000 primarily due to changes in our estimated development timeline and market interest rates. Should the development program make substantive advancement, we expect to record increases in the fair value of the contingent milestone and royalty payments with a corresponding increase to net loss or decrease to net income attributable to Portola Shareholders. Millennium Pharmaceuticals, Inc. (“Millennium”) In August 2004, we entered into an agreement to license from Millennium certain exclusive rights to research, develop and commercialize certain compounds that inhibit Factor Xa, including betrixaban. The license agreement requires us to make license fee, milestone, royalty and sublicense sharing payments to Millennium as we develop, commercialize or sublicense betrixaban. The license agreement will continue in force, on a country-by-country basis, until the expiration of the relevant patents or ten years after the launch, whichever is later, or termination by either party pursuant to the agreement. This license agreement may be terminated by either party for the other party’s uncured material breach. In addition, we may terminate this agreement for convenience with 30 days’ advance written notice. Under the agreement, milestone payments are determined based on the indication included in our filing and become payable upon acceptance of our NDA and regulatory approval in the United States and Europe. In December 2016, the FDA accepted our NDA for betrixaban for extended-duration prophylaxis of venous thromboembolism, triggering a $2.0 million milestone payment to Millennium which is recorded as a research and development expense in the consolidated statement of operations. Should betrixaban receive approval in the United States and/or Europe, another $5.0 million will become payable for each such approval event and a tiered single-digit royalty rate would apply to net product sales thereafter. A further $23.0 million in milestone payments would become due if betrixaban was approved for other indications specified in the agreement in the United States and Europe. Astellas Pharma, Inc. (“Astellas”) In December 2010, we amended and restated the original license agreement with Astellas executed in August 2005. The amended and restated license agreement provides us certain exclusive rights to research, develop and commercialize Syk inhibitors. Pursuant to the agreement, we may be required to pay Astellas up to $71.5 million in milestone payments upon the achievement of certain regulatory, approval and sales events for each Syk inhibitor we develop. Additionally, in the event that we enter into an agreement with a third party to develop and commercialize Syk inhibitors, we would be required to pay Astellas 20% of any payments (excluding royalties) received under the collaboration. These payments would be creditable against the aforementioned milestone payments. In addition, we are required to pay Astellas royalties for worldwide sales for any commercial Syk inhibitor product. In December 2016, we out-licensed exclusive rights to cerdulatinb in topical formulation, excluding oncology, to Dermavant Sciences GmbH (“Dermavant”). Twenty percent of the upfront payment received from Dermavant, $1.8 million, is payable to Astellas and was recorded to research and development expense in the consolidated statement of operations for the period ended December 31, 2016. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 9. Notes Payable In December 2016, we entered into a supplemental funding support agreement with BMS and Pfizer whereby we received $50.0 million in exchange for two promissory notes totaling $65.0 million that become due in December 2024. The use of funds is restricted to development activities needed for regulatory approval of andexant alfa by the FDA and EMA as provided for in the agreement. Pursuant to the terms of the agreement, we are required to pay down the note each quarter in an amount equal to 5% of net sales of andexanet alfa in the USA and the EU. Should the initial regulatory approval of andexanet alfa in the USA and EU not be achieved by January 1, 2019, one hundred percent of payments due to us under the Japan License agreement and fifty percent of all other andexanet alfa license fees and milestone payments received from third party collaborators will be applied to the notes payable. In addition, if the approval of andexanet alfa in the USA and EU is not achieved by January 1, 2019, we are able to reduce the repayment amount to $60.0 million if such amount is paid by December 31, 2021 and regardless of the timing of regulatory approval, we may reduce the repayment amount to $62.5 million if such amount is paid by December 31, 2023. Any unpaid amounts shall become immediately due upon: 1) our change of control; 2) event of default; and 3) termination for breach. We have the right to prepay the repayment amount at any time without any penalty. The accounting for such funding agreement requires us to make certain estimates and assumptions, including timing of andexanet alfa approval, timing of royalty payments due to BMS and Pfizer, the expected rate of return to BMS and Pfizer, the split between current and long-term portions of the obligation and accretion of related interest expense. The upfront cash receipt of $50.0 million is recorded as notes payable, long term at issuance. The Company is accruing for interest over the term of the related note at issuance. The carrying value of the notes payable at December 31, 2016, including accrued interest of $60,000, is $49.8 million. We evaluated the features of the notes payable and determined that certain features require acceleration of payments such as pursuant to a change of control or an event of default, as well as the terms that adjust the total amount of interest required to be paid based upon the timing of initial regulatory approval in the U.S. and EU require bifurcation and fair value recognition. We determined the fair value of each derivative using a Monte Carlo simulation model taking into account the probability of these events occurring and potential repayment amounts and timing of such payments that would result under various scenarios (see Note 3). The aggregate fair value of the embedded derivatives was $246,000 at issuance and was included in long-term notes payable as of December 31, 2016. The estimated fair value of the Notes payable at December 31, 2016 was $54.9 million and the fair value was measured using Level 3 inputs. The estimated fair market value was calculated using a Monte Carlo simulation model with inputs consistent with those used in determining the embedded derivative values as described in Note 3. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies We conduct product research and development programs through a combination of internal and collaborative programs that include, among others, arrangements with universities, contract research organizations and clinical research sites. We have contractual arrangements with these organizations; however, these contracts are cancelable on 30 days’ notice and our obligations under these contracts are largely based on services performed with the exception of our contract manufacturers. Non-cancelable purchase commitments with contract manufacturing organizations exclusive of the commercial supply agreement disclosed in Note 7 amount to $52.9 million, $18.4 million and $447,000 in services to be performed in 2017, 2018 and 2019 respectively. Facility Leases We lease our corporate, laboratory and other facilities under an operating lease, which has been subject to several amendments necessary to secure additional space and extend the lease term through March 2020. These amendments provided for aggregate tenant improvement allowances of $6.3 million, which are amortized as a reduction to rent expense on a straight-line basis over the lease term. The facility lease agreement, as amended, provides for an early termination right effective March 2018 with nine months advance notice and a termination fee of $1.0 million. The facility lease agreement, as amended, contains scheduled rent increases over the lease term. The related rent expense for this lease is calculated on a straight-line basis, with the difference recorded as deferred rent. At December 31, 2016, our future minimum commitments under our non-cancelable operating leases were as follows (in thousands): Year ending December 31: 2017 $ 2,603 2018 2,683 2019 2,764 2020 696 Total $ 8,746 Rent expense was $1.8 million, $1.7 million and $1.2 million for the years ended December 31, 2016, 2015 and 2014, respectively. Guarantees and Indemnifications We indemnify each of our officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at our request in such capacity, as permitted under Delaware law and in accordance with our certificate of incorporation and bylaws. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, we currently hold director and officer liability insurance. This insurance allows the transfer of risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe that the fair value of these indemnification obligations is minimal. Accordingly, we have not recognized any liabilities relating to these obligations for any period presented. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | 11. Stock Based Compensation Equity Incentive Plan In January 2013, our Board of Directors adopted our 2013 Equity Incentive Plan, or the 2013 Plan, which became effective upon the closing of our IPO in May 2013. As of December 31, 2016, we are authorized to issue 12,205,425 shares of common stock under the 2013 Plan. The 2013 Plan had 2,391,556 shares of common stock available for future issuance as of December 31, 2016, subject to automatic annual increases each January 1st and will continue through January 1, 2023. The automatic annual share increase is equal to 5 % of the total number of outstanding shares of our common stock on December 31st of the preceding fiscal year, unless the Board of Directors elects to forego or reduce such increase. Further, all remaining shares available under the 2003 Equity Incentive Plan, or the 2003 Plan, were transferred to the 2013 Plan upon adoption. The 2013 Plan provides for the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards and other stock awards 2016 to employees, officers, directors and consultants. Stock Options Incentive stock options may be granted with exercise prices of not less than 100% of the estimated fair value of our common stock and nonstatutory stock options may be granted with an exercise price of not less than 85% of the estimated fair value of the common stock on the date of grant. Stock options granted to a stockholder owning more than 10% of our voting stock must have an exercise price of not less than 110% of the estimated fair value of the common stock on the date of grant. Stock options are generally granted with terms of up to ten years and vest over a period of four years. The following table summarizes stock option activity, under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average Exercise Stock Options Price Per Share Balance at December 31, 2015 4,731,483 $ 24.19 Options granted 1,649,836 29.03 Options exercised (54,045 ) 7.42 Options canceled (510,158 ) 29.45 Balance at December 31, 2016 5,817,116 $ 25.26 Additional information related to the status of stock options at December 31, 2016, is as follows (aggregate intrinsic value in thousands): Weighted- Average Remaining Exercise Price Contractual Aggregate Shares Per Share Life Intrinsic Value Outstanding 5,817,116 $ 25.26 6.9 $ 22,295 Vested and expected to vest 5,680,016 $ 25.11 6.9 $ 22,267 Vested 3,310,206 $ 20.29 5.7 $ 21,966 The aggregate intrinsic values of stock options outstanding and exercisable, vested and expected to vest were calculated as the difference between the exercise price of the stock options and the fair value of our common stock as of December 31, 2016. The aggregate intrinsic value of stock options exercised was $964,000, $35.9 million and $12.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. The weighted-average grant date fair value of employee stock options granted during the years ended December 31, 2016, 2015 and 2014 was $17.15, $22.84 and $15.73 per share, respectively. The total estimated grant date fair value of stock options vested during the years ended December 31, 2016, 2015 and 2014 was $20.8 million, $12.0 million and $9.0 million, respectively. We recognized stock-based compensation expenses of $21.2 million, $15.8 and $8.3 million in 2016, 2015 and 2014 respectively relating to the employee stock options. As of December 31, 2016, total unamortized employee and nonemployee stock-based compensation was $41.8 million, which is expected to be recognized over the remaining estimated vesting period of 2.6 years. Performance Stock Options (“PSOs”) In May 2016, the Compensation Committee of our Board of Directors approved the commencement of granting performance stock option awards to our executive and senior officers. PSOs represent a contingent right to purchase our Common Stock upon achievement of specified conditions. The PSOs granted in May 2016 will vest upon the achievement of certain regulatory and manufacturing goals related to our lead programs. We recognized stock-based compensation expense of $463,000 in 2016 relating to these PSOs. As of December 31, 2016 there was $2.12 million of unrecognized compensation costs related to these PSOs, which could be recognized over an estimated weighted-average period of 1.7 years. The following table summarizes PSO activity under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average Exercise Stock Options Price Per Share Balance at December 31, 2015 – $ – Options granted 271,122 23.76 Options exercised – – Options canceled (90,370 ) 23.76 Balance at December 31, 2016 180,752 $ 23.76 The remaining contractual life of these PSOs is 9.3 years. The aggregate intrinsic value of the outstanding PSOs as of December 31, 2016 is zero. Restricted stock units (“RSUs”) In January 2015, the Compensation Committee of our Board of Directors approved the commencement of granting restricted stock units to our employees. RSUs are share awards that entitle the holder to receive freely tradable shares of our Common Stock upon vesting. The RSUs cannot be transferred, and until they vest, the awards are subject to forfeiture if employment terminates prior to the release of the vesting restrictions. The RSUs, generally vest in equal amounts on each of the first three year anniversaries of the grant date, provided the employee remains continuously employed with us. The fair value of the RSUs is equal to the closing price of our Common Stock on the grant date. The following table summarizes RSU activity, under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average grant date RSU's fair value per share Balance at December 31, 2015 167,750 $ 30.86 RSUs granted 495,806 28.01 RSUs released (55,195 ) 30.88 RSUs canceled (61,854 ) 29.94 Balance at December 31, 2016 546,507 $ 28.38 The total grant date fair value and the total vest date fair value of RSUs vested in 2016 was $1.7 million. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2016 and 2015 was $28.01 and $30.74 per share respectively. We recognized stock-based compensation expenses of $5.3 million and $1.5 million in 2016 and 2015, respectively, relating to these RSUs. As of December 31, 2016, there was $9.9 million of unrecognized compensation costs related to these RSUs, which is expected to be recognized over an estimated weighted-average period of 1.9 years. Performance stock units In January 2015, the Compensation Committee of our Board of Directors approved the commencement of granting performance stock units to our employees. PSUs are share awards that entitle the holder to receive freely tradable shares of our Common Stock upon achievement of specified market or performance conditions. In January 2016, the Compensation Committee of our Board of Directors approved a program to award up to 102,906 PSUs to the management team based on the achievement of certain commercial and regulatory goals related to andexanet alfa and betrixaban, respectively. The following table summarizes PSU activity, under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average grant date PSU's fair value per share Balance at December 31, 2015 205,261 $ 29.33 PSUs granted 102,906 33.49 PSU's released (13,170 ) 50.00 PSUs canceled (9,131 ) 49.36 Balance at December 31, 2016 285,866 $ 29.24 The total grant date fair value and the total vest date fair value of PSUs vested in 2016 was $658,000 and $397,000 respectively. None of the PSUs vested in 2015 and 2014.The weighted-average grant date fair value of PSUs granted during the years ended December 31, 2016 and 2015 was $33.49 and $29.35 per share respectively We recognized stock-based compensation expenses of $2.5 million and $2.3 million in 2016 and 2015 respectively relating to these PSUs . As of December 31, 2016, there was $704,000 of compensation costs related to these PSUs, which is expected to be recognized over an estimated weighted-average period of 2.0 years. Employee Stock Purchase Plan (“ESPP”) The Board of Directors adopted the 2013 ESPP, effective upon the completion of Portola’s initial public offering of its common stock. As of December 31, 2016, we reserved a total of 1,818,314 shares of common stock for issuance under the 2013 ESPP. The reserve for shares available under the ESPP automatically increases on January 1st each year, beginning in 2014, by an amount equal to 2% of the total number of outstanding shares of our common stock on December 31 st Options Granted to Nonemployees We have granted options to purchase shares of common stock to consultants in exchange for services performed. We granted options to purchase 52,000, 66,041 and 33,888 shares with average exercise prices of $24.85, $40.85 and $25.41 per share, respectively, during the years ended December 31, 2016, 2015 and 2014, respectively. These options vest upon grant or various terms up to four years. We recognized non-employees stock compensation expense of $77,000, $2.79 million and $769,000 during the years ended December 31, 2016, 2015 and 2014, respectively. The fair value of non-employees’ options was measured using the Black-Scholes option-pricing model reflecting the same assumptions as applied to employee options in each of the reported years, other than the expected life assumption, which is assumed to be the remaining contractual life of the option. Stock-Based Compensation Stock-based compensation expense, net of estimated forfeitures, is reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 12,905 $ 11,653 $ 4,551 Selling, general and administrative 17,457 11,205 4,782 Total stock-based compensation $ 30,362 $ 22,858 $ 9,333 Valuation Assumptions The Fair value of our stock options including performance stock options and purchase rights under our ESPP were determined using the Black-Scholes option valuation model. Option valuation models require the input of subjective assumptions and these assumptions can vary over time. The risk-free rate is based on U.S. Treasury zero-coupon issues with remaining terms similar to the expected terms of the awards. The expected term of employee options granted is determined using the simplified method (based on the midpoint between the vesting date and the end of the contractual term). As sufficient trading history does not yet exist for our common stock, our estimate of expected volatility is based on the weighted average volatility of other companies with similar products under development, market, size and other factors and our volatility. To date, we have not declared or paid any cash dividends and do not have any plans to do so in the future. Therefore, we used an expected dividend yield of zero. The following table illustrates the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of these awards: Year Ended December 31, 2016 2015 2014 Risk-free interest rate Stock options 1.01%-2.10% 1.54%-1.93% 1.81%-1.89% Performance stock options 1.34%-1.50% – – ESPP 0.26%-0.50% 0.14% 0.08% Expected term Stock options 5.0 -6.1 years 6.0 years 6.0 years Performance stock options 5.4 -6.4 years – – ESPP 0.5 years 0.5 years 0.5 years Expected volatility Stock options 62% - 66% 64% - 66% 69% - 80% Performance stock options 65%-66% – – ESPP 54%-99% 62% 73% Dividend yield Stock options – – – Performance stock options – – – ESPP – – – |
Net Loss per Share Attributable
Net Loss per Share Attributable to Portola Common Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Portola Common Stockholders | 12. Net Loss per Share Attributable to Portola Common Stockholders The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to Portola common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2016 2015 2014 Stock options to purchase Common Stock 5,817,116 4,731,483 4,249,168 Performance stock options 180,752 – Restricted stock units 546,507 167,750 – Performance stock units 285,866 205,261 – Employee stock purchase plan 37,368 15,606 13,040 Common stock warrants 1,500 1,500 6,240 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan We sponsor a 401(k) Plan, which stipulates that eligible employees can elect to contribute to the 401(k) Plan, subject to certain limitations of eligible compensation. We match employee contributions up to a maximum of 3% of employee salary for the years ended December 31, 2016 and 2015 and $2,000 per employee for the year ended December 31, 2014. During the years ended December 31, 2016, 2015 and 2014, we recognized total expense of $819,000, $525,000 and $153,000, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The income tax provision (benefit) consists of the following (in thousands): Year Ended December 31, 2016 2015 Current: Federal $ – $ – State – (365 ) Foreign – – – (365 ) Deferred: Federal $ – $ – State – – Foreign – – – – Total provision (benefit) for income taxes $ - $ (365 ) We did not record an income tax expense for the year ended December 31, 2016. We recorded an income tax benefit of $365,000 for the year ended December 31, 2015. The effective tax rate of our provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2016 2015 2014 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 0.0 % -6.6 % 11.2 % Federal and state credits 9.5 % 2.5 % 2.7 % Stock based compensation -0.1 % 0.0 % -1.6 % FIN 48 release 0.0 % 0.2 % 0.0 % Other 0.1 % 0.0 % -0.1 % Change in valuation allowance -38.6 % -29.9 % -46.2 % Foreign Rate Differential -4.9 % 0.0 % 0.0 % Total tax benefit 0.0 % 0.2 % 0.0 % The components of U.S. deferred tax assets and (liabilities) are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Federal and state net operating loss carryforwards $ 235,015 $ 207,898 Federal and state research tax credit carryforwards 17,927 18,744 Federal Orphan Drug Credit 60,822 – Deferred revenue 15,566 9,192 Stock options 18,734 10,197 Capitalized acquisition costs 819 974 Other 16,298 3,942 Net deferred tax assets before valuation allowance 365,181 250,947 Valuation allowance (365,181 ) (250,947 ) Net deferred tax assets $ – $ – The Company received orphan designation and was eligible to claim a federal orphan drug credit starting in 2015 and reported the credit in 2016. Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which are uncertain. Based on available objective evidence, including the fact that we have incurred significant losses in almost every year since our inception, management believes it is more likely than not that our deferred tax assets are not recognizable. Accordingly, deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by approximately $114.2 million and approximately $67.0 million for the year ended December 31, 2016 and 2015, respectively. As of December 31, 2016, we had net operating loss carryforwards for federal income tax purposes of approximately $694.8 million and federal research tax credits of approximately $16.5 million and orphan drug credit of $71.6 million, which expire at various dates in the period from 2024 to 2036. We also have California net operating loss carry forwards of approximately $223.5 million which expire at various dates in the period from 2017 to 2032 and California research tax credits of approximately $6.4 million. Our federal and state net operating loss carryforwards as of December 31, 2016 include amounts resulting from exercises and sales of stock option awards to employees and non-employees. When we realize the tax benefit associated with these stock option exercises as a reduction to taxable income in our returns, we will account for the tax benefit as credit to stockholders' equity rather than as reduction of our income tax provision in our consolidated financial statements. Our federal net operating losses listed above include $41.9 million of excess stock option benefits that will be creditable to stockholder’s equity when realized. Internal Revenue Code Section 382 limits the use of net operating loss and tax credit carryforwards in certain situations where changes occur in the stock ownership of a company. In the event that we had a change of ownership, utilization of the net operating loss and tax credit carryforwards may be limited under section 382. Uncertain Tax Positions We are subject to taxation in the United States. We have not been audited by the Internal Revenue Service or any state tax authority. The Company is no longer subject to audit by the Internal Revenue Service for income tax returns filed before 2014, and by the material state and local tax authorities for tax returns filed before 2013. However, carryforward tax attributes that were generated prior to these years may still be adjusted upon examination by tax authorities. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefits, beginning of period $ 3,228 $ 2,906 $ 2,048 Increases due to current period positions 6,919 1,091 858 Decreases due to current period positions – – – Increase due to prior period positions 4,266 – – Decreases due to prior period positions (548 ) (404 ) – Decreases due to the lapse of statutes of limitations – (365 ) – Unrecognized tax benefits, end of period $ 13,866 $ 3,228 $ 2,906 The amount of unrecognized income tax benefits that, if recognized, would affect our effective tax rate was $0 as of December 31, 2016 and December 31, 2015. If the $13.8 million and $3.2 million of unrecognized income tax benefits as of December 31, 2016 and 2015, respectively, is recognized, there would be no impact to the effective tax rate as any change will fully offset the valuation allowance. The Company does not expect that the unrecognized tax benefit will change within the next 12 months. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions Our former President and Chief Executive Officer, who is currently a member of our board of directors, is also a co-founder and member of the board of directors of Global Blood Therapeutics, Inc. (“Global Blood”), and a member of the board of directors of MyoKardia, Inc. (“MyoKardia”). In November 2012, we entered into Master Services Agreements with Global Blood and MyoKardia under which we provide certain consulting, preclinical, laboratory and clinical research related services to each of these companies. For the years ended December 31, 2016 and 2015, we recorded a reduction in research and development expense of $313,000 and $352,000 respectively, related to amounts owed to us by Global Blood under the Master Services Agreement and for the year ended December 31, 2014, we recorded a reduction in research and development expense of $ 594,000 related to amounts owed to us by Global Blood and MyoKardia under the Master Services Agreement. As of December 31, 2016 and 2015, receivables from these related parties in the amount of $44,000 and $19,000, respectively, are included in prepaid expenses and other current assets on the consolidated balance sheet. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events In February 2017, we entered into a purchase and sale agreement with HealthCare Royalty Partners (“ HCRP We are required to pay HCRP a royalty based on tiered net worldwide sales of andexanet alfa of 2.0% if a total of $50 million is funded by HCRP, or if a total of $150 million is funded, a tiered royalty rate ranging from 7.85% to 3.58%, with the applicable rate decreasing starting at worldwide net sales levels above $150 million. Total royalty payments are capped at 195% of the funded amount, however, the royalty rates are subject to increase if approval from the FDA is not received before October 2018. If andexanet alfa is not approved for commercial sale the Company has no repayment obligations under this Agreement. |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | 17. Quarterly Financial Data (unaudited) The following table presents certain unaudited quarterly financial information. This information has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the unaudited quarterly results of operations set forth herein. 2016 2015 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Collaboration and license revenue $ 8,258 $ 4,231 $ 9,322 $ 13,693 $ 2,359 $ 2,385 $ 2,912 $ 4,414 Operating expenses $ (73,564 ) $ (61,867 ) $ (100,765 ) $ (68,893 ) $ (48,863 ) $ (61,212 ) $ (58,476 ) $ (70,694 ) Net loss $ (64,974 ) $ (57,339 ) $ (91,036 ) $ (54,764 ) $ (46,913 ) $ (58,329 ) $ (55,158 ) $ (66,105 ) Net income attributable to non controlling interest (SRX Cardio) $ – $ – $ (1,853 ) $ 923 $ – $ – $ – $ – Net loss attributable to Portola $ (64,974 ) $ (57,339 ) $ (92,889 ) $ (53,841 ) $ (46,913 ) $ (58,329 ) $ (55,158 ) $ (66,105 ) Net loss per share attributable to Portola common stockholders: Basic and diluted $ (1.15 ) $ (1.02 ) $ (1.64 ) $ (0.95 ) $ (0.95 ) $ (1.12 ) $ (1.05 ) $ (1.23 ) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accompanying consolidated financial statements include the accounts of Portola and its wholly owned subsidiaries and SRX Cardio,LLC (“SRX Cardio’) that is a variable interest entity (a “VIE”) for which Portola is deemed, under applicable accounting guidance to be the primary beneficiary as of December 31, 2016. For the consolidated VIE, we record net income attributable to noncontrolling interests in our Consolidated Statements of Operations equal to the percentage of the economic or |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities and the reported amounts of revenues and expenses in the consolidated financial statements and the accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, fair value of assets and liabilities, income taxes, in-process research and development , the consolidation of VIEs and deconsolidation of VIEs |
Variable Interest Entities | Variable Interest Entities We review agreements we enter into with third party entities, pursuant to which we may have a variable interest in the entity, in order to determine if the entity is a VIE. If the entity is a VIE, we assess whether or not we are the primary beneficiary of that entity. In determining whether we are the primary beneficiary of an entity, we apply a qualitative approach that determines whether we have both (1) the power to direct the economically significant activities of the entity and (2) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. If we determine we are the primary beneficiary of a VIE, we consolidate the statements of operations and financial condition of the VIE into our consolidated financial statements. Our determination about whether we should consolidate such VIEs is made continuously as changes to existing relationships or future transactions may result in a consolidation or deconsolidation event. |
In-process Research and Development Asset | In-process Research and Development Asset In-process research and development asset relates to our consolidated VIE and is considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If the project is completed, which generally occurs if and when regulatory approval to market a product is obtained, the carrying value of the related intangible asset is amortized as a part of cost of product revenues over the remaining estimated life of the asset beginning in the period in which the project is completed. If the asset becomes impaired or is abandoned, the carrying value of the related intangible asset is written down to its fair value and an impairment charge is taken in the period in which the impairment occurs. In-process research and development asset is tested for impairment on an annual basis, and more frequently if indicators are present or changes in circumstances suggest that impairment may exist. Please refer to Note 8, “Asset Acquisition and License Agreements,” for further information. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and other highly liquid investments with original maturities of three months or less from the date of purchase. |
Investments in Marketable Securities | Investments in Marketable Securities All investments in marketable securities have been classified as “available-for-sale” and are carried at estimated fair value as determined based upon quoted market prices or pricing models for similar securities. Management determines the appropriate classification of our investments in debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Unrealized gains and losses are excluded from earnings and were reported as a component of accumulated comprehensive income (loss). Realized gains and losses and declines in fair value judged to be other than temporary, if any, on available-for-sale securities are included in interest and other income, net. The cost of securities sold is based on the specific-identification method. Interest on marketable securities is included in interest and other income, net. |
Fair Value Measurements | Fair Value Measurements Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, receivables from collaborations and investments. Our investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments and issuers of investments to the extent recorded on the consolidated balance sheets. Receivables from collaborations are typically unsecured and are concentrated in the pharmaceutical industry. Accordingly, we may be exposed to credit risk generally associated with pharmaceutical companies or specific to our collaboration agreements. To date, we have not experienced any losses related to these receivables. Certain materials and key components that we utilize in our operations are obtained through single suppliers. Since the suppliers of key components and materials must be named in a biologics drug application (BLA) or new drug application (NDA) filed with the U.S. Food and Drug Administration (FDA) for a product, significant delays can occur if the qualification of a new supplier is required. If delivery of material from our suppliers were interrupted for any reason, we may be unable to supply any of our product candidates for clinical trials. Collaboration Customer Concentration Collaboration customers who accounted for 10% or more of total collaboration and license revenues were as follows: Year Ended December 31, 2016 2015 2014 Daiichi Sankyo, Inc. 29% 38% 45% Bayer Pharma, AG and Janssen Pharmaceuticals, Inc. 27% 48% 37% Dermavant Sciences GmbH 25% – – Bristol-Myers Squibb Company and Pfizer Inc. 19% 13% 16% |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from two to five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Specific potential indicators of impairment include a significant decrease in the fair value of an asset, a significant change in the extent or manner in which an asset is used or a significant physical change in an asset, a significant adverse change in legal factors or in the business climate that affects the value of an asset, an adverse action or assessment by the FDA or another regulator or a projection or forecast that demonstrates continuing losses associated with an income producing asset. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2016, there have been no such losses. |
Deferred Rent | Deferred Rent We recognize rent expense on a straight-line basis over the noncancelable term of our operating lease and, accordingly, record the difference between cash rent payments and the recognition of rent expense as a deferred rent liability. We also record lessor-funded lease incentives, such as reimbursable leasehold improvements, as a deferred rent liability, which is amortized as a reduction of rent expense over the noncancelable term of our operating lease. |
Revenue Recognition | Revenue Recognition We generate revenue from collaboration and license agreements for the development and commercialization of our products. Collaboration and license agreements may include non-refundable or partially refundable upfront license fees, partial or complete reimbursement of research and development costs, contingent consideration payments based on the achievement of defined collaboration objectives and royalties on sales of commercialized products. Our performance obligations under our collaborations may include the transfer of intellectual property rights (licenses), obligations to provide research and development services and related clinical drug supply, obligations to provide regulatory approval services and obligations to participate on certain development and/or commercialization committees with the collaborators. If we determine that multiple deliverables exist, the consideration is allocated to one or more units of accounting based upon the best estimate of the selling price of each deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific or third-party evidence is available. In order to account for multiple element arrangements, we identify the deliverables at the inception of the arrangement and each deliverable within a multiple deliverable revenue arrangement is accounted for as a separate unit of accounting if both of the following criteria are met: (1) the delivered item or items have value to the customer on a standalone basis and (2) for an arrangement that includes a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and substantially in our control. A delivered item or items that do not qualify as a separate unit of accounting within the arrangement shall be combined with the other applicable undelivered items within the arrangement. For a combined unit of accounting, non-refundable upfront payments are recognized in a manner consistent with the final deliverable, which has generally been ratably over the period we provide research and development services. Amounts received in advance of performance are recorded as deferred revenue in our consolidated balance sheet and are recognized as collaboration revenue. We regularly review the estimated periods of performance related to our collaborations based on the progress made under each arrangement. Our estimates of our performance period may change over the course of the collaboration term. Such a change could have a material impact on the amount of revenue we record in future periods. Payments that are contingent upon achievement of a substantive milestone are recognized in their entirety in the period in which the milestone is achieved. A milestone is defined as an event that can only be achieved based on our performance and there is substantive uncertainty about whether the event will be achieved at the inception of the arrangement. Events that are contingent only on the passage of time or only on counterparty performance are not considered milestones subject to this guidance. Further, the amounts received must relate solely to prior performance, be reasonable relative to all of the deliverables and payment terms within the agreement and commensurate with our performance to achieve the milestone after commencement of the agreement. Payments contingent upon achievement of events that are not considered substantive milestones are allocated to the respective arrangements unit of accounting when received and recognized as revenue based on the revenue recognition policy for that unit of accounting. Amounts received from our collaboration and license agreements are recognized as revenue if the collaboration arrangement involves the sale of services associated with the development and commercialization of our products at amounts that exceed our cost. Under certain collaboration arrangements we receive reimbursement for a portion of our research and development costs. Such funding is recognized as a reduction in research and development expense when we engage in a research and development project jointly with another entity, with both entities participating in project activities and sharing costs and potential benefits of the arrangement. Amounts related to research and development and regulatory approval funding are recognized as the related services or activities are performed, in accordance with the contract terms. Payments may be made to or by us based on the number of full-time equivalent researchers assigned to the collaboration project and the related research and development expenses incurred. |
Research and Development | Research and Development Research and development costs are expensed as incurred and consist of salaries and benefits, lab supplies, materials and facility costs, as well as fees paid to other nonemployees and entities that conduct certain research and development activities on our behalf. Amounts incurred in connection with collaboration and license agreements are also included in research and development expense. Payments made prior to the receipt of goods or services to be used in research and development are capitalized until the goods are received or services are rendered. |
Clinical Trial Expense | Clinical Trial Accruals Clinical trial costs are a component of research and development expenses. We accrue and expense clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. We determine the actual costs through monitoring patient enrollment and discussions with internal personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. The Company has not experienced any material deviations between the accrued clinical trial expenses and actual clinical trial expenses. However, actual services performed, number of patients enrolled and the rate of patient enrollment may vary from our estimates, resulting in adjustments to clinical trial expense in futures periods. |
Stock-Based Compensation | Stock-Based Compensation Employee stock-based compensation cost is measured at the grant date, based on the fair value of the award. The compensation cost is recognized as expense on a straight-line basis over the vesting period for options and restricted stock units (“RSUs”) and on an accelerated basis for performance stock options (“PSOs”), market-based performance stock units (“M-PSUs”) and performance-based stock units (“PSUs”). For stock option grants including PSOs, we use the Black-Scholes option pricing model to determine the fair value of stock options. This model requires us to make assumptions such as expected term, dividends, volatility and forfeiture rates that determine the stock options fair value. These key assumptions are based on peer companies compared to historical information and judgment regarding market factors and trends. If actual results are not consistent with our assumptions and judgments used in estimating these factors, we may be required to increase or decrease compensation expense, which could be material to our results of operations. We are also required to make estimates as to the probability of achieving the specific performance criteria underlying the PSOs and PSUs. For M-PSU awards, we use the Monte-Carlo option pricing model to determine the fair value of awards at the date of issue. The Monte-Carlo option-pricing model uses similar input assumptions as the Black-Scholes model; however, it further incorporates into the fair-value determination the possibility that the performance-based market condition may not be satisfied. Compensation costs related to awards with a market-based condition are recognized regardless of whether the market condition is ultimately satisfied. Compensation cost is not reversed if the achievement of the market condition does not occur. For RSUs and PSU awards, we base the fair value of awards on the closing market value of our common stock at the date of grant. Equity instruments issued to nonemployees, consisting of stock options granted to consultants, are valued using the Black-Scholes option-pricing model. Stock-based compensation expense for nonemployee services is subject to remeasurement as the underlying equity instruments vest and is recognized as an expense over the period during which services are received. |
Income Taxes | Income Taxes We provide for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the consolidated financial statement reporting and tax basis of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits 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. Our policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense or benefit. To date, there have been no interest or penalties charged in relation to the underpayment of income taxes. |
Foreign Currency Transactions | Foreign Currency Transactions We have financial transactions denominated in foreign currencies, primarily the Euro and British Pound, and, as a result, are exposed to changes in foreign currency exchange rates. |
Net Loss per Share Attributable to Portola Common Stockholders | Net Loss per Share Attributable to Portola Common Stockholders Basic net loss per share attributable to Portola Common Stockholders is calculated by dividing the net loss attributable to Portola Common Stockholders by the weighted-average number of shares of Common Stock outstanding for the period. Diluted net loss per share attributable to Portola Common Stockholders is computed by giving effect to all potential dilutive Common Stock equivalents outstanding for the period. Diluted net loss per share attributable to Portola Common Stockholders is the same as basic net loss per share attributable to Portola Common Stockholders, since the effects of potentially dilutive securities are antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. . In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. In October 2016, FASB issued ASU No. 2016-16, Income Taxes (topic 740) We are currently evaluating the impact of our pending adoption of this standard on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) We are currently evaluating the impact of our pending adoption of this standard on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern We are required to make a determination as of December 31, 2016 and for each annual and interim period thereafter, whether there is substantial doubt about our ability to continue as a going concern within one year after the issuance date by considering relevant conditions that are known (and reasonably knowable) at the issuance date. The ASU aligns the interpretation of substantial doubt with the definition of “probable” pursuant to ASC 450, Contingencies , meaning that a company’s inability to meet obligations as they come due within one year after the issuance date must be likely to occur. If substantial doubt exists, we are required to disclose as such and to assess whether our plans will or will not alleviate substantial doubt, the results of such assessment determines other specific disclosure requirements. We adopted this standard in the fourth quarter of 2016, performed the requisite analysis and determined that no additional disclosures are necessary. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The new revenue standard permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We plan to adopt the standard in the first quarter of 2018 using the modified retrospective method. Although we are still evaluating our contracts and assessing all the potential impacts of the standard, we anticipate the adoption may have a material impact on our consolidated financial statements. Specifically, the timing of recognition for certain contingent payments from our collaborators may be impacted by the adoption of the new revenue standard. ASU No. 2014-09 differs from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments or contingent payments. Under our current accounting policy, we recognize contingent or milestone payments as revenue in the period that the payment-triggering event occurred or is achieved. However, under the new revenue standard, it is possible to start to recognize contingent or milestone payments before the payment-triggering event is completely achieved, subject to management’s assessment of whether it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Percentage of Revenue from Significant Collaboration Customers | Collaboration customers who accounted for 10% or more of total collaboration and license revenues were as follows: Year Ended December 31, 2016 2015 2014 Daiichi Sankyo, Inc. 29% 38% 45% Bayer Pharma, AG and Janssen Pharmaceuticals, Inc. 27% 48% 37% Dermavant Sciences GmbH 25% – – Bristol-Myers Squibb Company and Pfizer Inc. 19% 13% 16% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of our financial assets and liabilities (excluding consolidated VIE’s cash), allocated into Level 1, Level 2 and Level 3, that was measured on a recurring basis (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 6,254 $ – $ – $ 6,254 Corporate notes and commercial paper – 133,099 – 133,099 U.S. government agency securities – 55,936 – 55,936 Total financial assets $ 6,254 $ 189,035 $ – $ 195,289 Financial Liabilities: Embedded derivative liabilities $ – $ – $ 246 $ 246 December 31, 2015 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 22,074 $ – $ – $ 22,074 Corporate notes and commercial paper – 242,033 – 242,033 U.S. government agency securities – 180,876 – 180,876 Total financial assets $ 22,074 $ 422,909 $ – $ 444,983 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Cash Equivalents and Investments Classified as Available-for-sale Securities | Cash equivalents and short-term and long-term investments, all of which are classified as available-for-sale securities, consisted of the following (in thousands): December 31, 2016 December 31, 2015 Estimated Estimated Unrealized Unrealized Fair Unrealized Unrealized Fair Cost Gains (Losses) Value Cost Gains (Losses) Value Money market funds $ 6,254 $ – $ – $ 6,254 $ 22,074 $ – $ – $ 22,074 Corporate notes and commercial paper 133,112 1 (14 ) $ 133,099 242,089 3 (59 ) 242,033 U.S. government agency securities 55,934 5 (3 ) $ 55,936 180,970 1 (95 ) 180,876 $ 195,300 $ 6 $ (17 ) $ 195,289 $ 445,133 $ 4 $ (154 ) $ 444,983 Classified as: Cash equivalents $ 64,998 $ 171,310 Short-term investments 130,291 257,713 Long-term investments – 15,960 Total cash equivalents and investments $ 195,289 $ 444,983 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consists of the following (in thousands): December 31, 2016 2015 Computer equipment $ 1,207 $ 960 Capitalized software $ 1,569 865 Equipment $ 6,747 5,874 Leasehold improvements $ 7,529 7,529 17,052 15,228 Less accumulated depreciation and amortization (10,909 ) (8,985 ) Property and equipment, net $ 6,143 $ 6,243 |
Accrued Expenses | Accrued and other liabilities consist of the following (in thousands): December 31, 2016 2015 Commercial related $ 324 $ 783 Legal and accounting fees 369 506 Deferred rent 799 721 Other 204 816 Total accrued liabilities $ 1,696 $ 2,826 |
Collaboration and License Agr30
Collaboration and License Agreements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Revenue from Collaboration and License Agreements | We have recognized revenue from our collaboration and license agreements as follows (in thousands): Year Ended December 31, 2016 2015 2014 BMS and Pfizer $ 6,583 $ 1,540 $ 1,497 Daiichi Sankyo 10,421 4,578 4,287 Bayer and Janssen 8,248 5,740 3,598 Bayer 1,450 – – Dermavant 8,750 – – Other 52 212 243 Total collaboration and license revenue $ 35,504 $ 12,070 $ 9,625 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Commitments Under our Non-Cancelable Operating Leases | At December 31, 2016, our future minimum commitments under our non-cancelable operating leases were as follows (in thousands): Year ending December 31: 2017 $ 2,603 2018 2,683 2019 2,764 2020 696 Total $ 8,746 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity, under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average Exercise Stock Options Price Per Share Balance at December 31, 2015 4,731,483 $ 24.19 Options granted 1,649,836 29.03 Options exercised (54,045 ) 7.42 Options canceled (510,158 ) 29.45 Balance at December 31, 2016 5,817,116 $ 25.26 |
Additional Information Related to the Status of Stock Options | Additional information related to the status of stock options at December 31, 2016, is as follows (aggregate intrinsic value in thousands): Weighted- Average Remaining Exercise Price Contractual Aggregate Shares Per Share Life Intrinsic Value Outstanding 5,817,116 $ 25.26 6.9 $ 22,295 Vested and expected to vest 5,680,016 $ 25.11 6.9 $ 22,267 Vested 3,310,206 $ 20.29 5.7 $ 21,966 |
Summary of PSO Activity | The following table summarizes PSO activity under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average Exercise Stock Options Price Per Share Balance at December 31, 2015 – $ – Options granted 271,122 23.76 Options exercised – – Options canceled (90,370 ) 23.76 Balance at December 31, 2016 180,752 $ 23.76 |
Summary of RSU Activity | The following table summarizes RSU activity, under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average grant date RSU's fair value per share Balance at December 31, 2015 167,750 $ 30.86 RSUs granted 495,806 28.01 RSUs released (55,195 ) 30.88 RSUs canceled (61,854 ) 29.94 Balance at December 31, 2016 546,507 $ 28.38 |
Summary of PSU Activity | The following table summarizes PSU activity, under our 2013 Plan and related information: Shares Subject to Weighted- Outstanding Average grant date PSU's fair value per share Balance at December 31, 2015 205,261 $ 29.33 PSUs granted 102,906 33.49 PSU's released (13,170 ) 50.00 PSUs canceled (9,131 ) 49.36 Balance at December 31, 2016 285,866 $ 29.24 |
Classification of Stock-Based Compensation Expense | Stock-based compensation expense, net of estimated forfeitures, is reflected in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Research and development $ 12,905 $ 11,653 $ 4,551 Selling, general and administrative 17,457 11,205 4,782 Total stock-based compensation $ 30,362 $ 22,858 $ 9,333 |
Summary of Weighted-Average Assumptions of Fair Value Awards | The following table illustrates the weighted-average assumptions for the Black-Scholes option-pricing model used in determining the fair value of these awards: Year Ended December 31, 2016 2015 2014 Risk-free interest rate Stock options 1.01%-2.10% 1.54%-1.93% 1.81%-1.89% Performance stock options 1.34%-1.50% – – ESPP 0.26%-0.50% 0.14% 0.08% Expected term Stock options 5.0 -6.1 years 6.0 years 6.0 years Performance stock options 5.4 -6.4 years – – ESPP 0.5 years 0.5 years 0.5 years Expected volatility Stock options 62% - 66% 64% - 66% 69% - 80% Performance stock options 65%-66% – – ESPP 54%-99% 62% 73% Dividend yield Stock options – – – Performance stock options – – – ESPP – – – |
Net Loss per Share Attributab33
Net Loss per Share Attributable to Portola Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Outstanding Shares of Common Stock Equivalents Excluded from Computation of Diluted Net Loss | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to Portola common stockholders for the periods presented because including them would have been antidilutive: Year Ended December 31, 2016 2015 2014 Stock options to purchase Common Stock 5,817,116 4,731,483 4,249,168 Performance stock options 180,752 – Restricted stock units 546,507 167,750 – Performance stock units 285,866 205,261 – Employee stock purchase plan 37,368 15,606 13,040 Common stock warrants 1,500 1,500 6,240 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following (in thousands): Year Ended December 31, 2016 2015 Current: Federal $ – $ – State – (365 ) Foreign – – – (365 ) Deferred: Federal $ – $ – State – – Foreign – – – – Total provision (benefit) for income taxes $ - $ (365 ) |
Reconciliation of Effective Tax Rate for the Provision for Income Taxes | The effective tax rate of our provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2016 2015 2014 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State income taxes, net of federal benefit 0.0 % -6.6 % 11.2 % Federal and state credits 9.5 % 2.5 % 2.7 % Stock based compensation -0.1 % 0.0 % -1.6 % FIN 48 release 0.0 % 0.2 % 0.0 % Other 0.1 % 0.0 % -0.1 % Change in valuation allowance -38.6 % -29.9 % -46.2 % Foreign Rate Differential -4.9 % 0.0 % 0.0 % Total tax benefit 0.0 % 0.2 % 0.0 % |
Components of U.S. Deferred Tax Assets and (Liabilities) | The components of U.S. deferred tax assets and (liabilities) are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Federal and state net operating loss carryforwards $ 235,015 $ 207,898 Federal and state research tax credit carryforwards 17,927 18,744 Federal Orphan Drug Credit 60,822 – Deferred revenue 15,566 9,192 Stock options 18,734 10,197 Capitalized acquisition costs 819 974 Other 16,298 3,942 Net deferred tax assets before valuation allowance 365,181 250,947 Valuation allowance (365,181 ) (250,947 ) Net deferred tax assets $ – $ – |
Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefits, beginning of period $ 3,228 $ 2,906 $ 2,048 Increases due to current period positions 6,919 1,091 858 Decreases due to current period positions – – – Increase due to prior period positions 4,266 – – Decreases due to prior period positions (548 ) (404 ) – Decreases due to the lapse of statutes of limitations – (365 ) – Unrecognized tax benefits, end of period $ 13,866 $ 3,228 $ 2,906 |
Quarterly Financial Data (una35
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | The following table presents certain unaudited quarterly financial information. This information has been prepared on the same basis as the audited consolidated financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the unaudited quarterly results of operations set forth herein. 2016 2015 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Collaboration and license revenue $ 8,258 $ 4,231 $ 9,322 $ 13,693 $ 2,359 $ 2,385 $ 2,912 $ 4,414 Operating expenses $ (73,564 ) $ (61,867 ) $ (100,765 ) $ (68,893 ) $ (48,863 ) $ (61,212 ) $ (58,476 ) $ (70,694 ) Net loss $ (64,974 ) $ (57,339 ) $ (91,036 ) $ (54,764 ) $ (46,913 ) $ (58,329 ) $ (55,158 ) $ (66,105 ) Net income attributable to non controlling interest (SRX Cardio) $ – $ – $ (1,853 ) $ 923 $ – $ – $ – $ – Net loss attributable to Portola $ (64,974 ) $ (57,339 ) $ (92,889 ) $ (53,841 ) $ (46,913 ) $ (58,329 ) $ (55,158 ) $ (66,105 ) Net loss per share attributable to Portola common stockholders: Basic and diluted $ (1.15 ) $ (1.02 ) $ (1.64 ) $ (0.95 ) $ (0.95 ) $ (1.12 ) $ (1.05 ) $ (1.23 ) |
Organization - Additional Infor
Organization - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | Oct. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016Segment | |
Organization And Nature Of Business [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Follow on offering price per share | $ / shares | $ 48 | $ 40 | $ 26 | |
Proceeds from offering and over-allotment option, gross | $ 175,200,000 | |||
Offering expenses | 564,000 | |||
Proceeds from offering and over-allotment option, net | $ 174,600,000 | |||
Proceeds from offering and over-allotment option, net | $ 162,700,000 | $ 108,400,000 | ||
Follow-on Offering | ||||
Organization And Nature Of Business [Line Items] | ||||
Stock issued during the period | shares | 3,593,750 | 2,870,000 | 6,200,000 | |
Underwriting discounts and commissions, net | $ 10,200,000 | |||
Underwriting discounts, commissions and offering expenses, net | $ 765,000 | $ 358,000 | ||
Underwriters Overallotment Option | ||||
Organization And Nature Of Business [Line Items] | ||||
Stock issued during the period | shares | 468,750 | 374,348 | 930,000 |
Revenue Accounted for 10% or Mo
Revenue Accounted for 10% or More of Total Collaboration and License Revenues (Detail) - Customer Concentration Risk - Sales Revenue, Net | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 27.00% | 48.00% | 37.00% |
Daiichi Sankyo, Inc ("Daiichi") | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 29.00% | 38.00% | 45.00% |
Dermavant Sciences GmbH (“Dermavant”) | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 25.00% | ||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 19.00% | 13.00% | 16.00% |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |
Impairment losses | $ 0 |
Interest or penalties charged to the underpayment of income taxes | $ 0 |
Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful lives | 2 years |
Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment useful lives | 5 years |
Fair Values Measurements - Addi
Fair Values Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets transfers from level 1 to level 2 | $ 0 | $ 0 |
Fair value assets transfers from level 2 to level 1 | 0 | 0 |
Fair value liabilities transfers from level 1 to level 2 | 0 | 0 |
Fair value liabilities transfers from level 2 to level 1 | 0 | 0 |
Fair value assets transfers into level 3 | 0 | 0 |
Fair value assets transfers out of level 3 | 0 | 0 |
Fair value liabilities transfers into level 3 | 0 | 0 |
Fair value liabilities transfers out of level 3 | $ 0 | $ 0 |
Fair Value of Financial Assets,
Fair Value of Financial Assets, and Liabilities, Allocated into Level 1, Level 2, and Level 3 Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Financial Assets: | ||
Total financial assets | $ 195,289 | $ 444,983 |
Embedded derivative liabilities | ||
Financial Liabilities: | ||
Total financial liabilities | 246 | |
Money market funds | ||
Financial Assets: | ||
Total financial assets | 6,254 | 22,074 |
Corporate notes and commercial paper | ||
Financial Assets: | ||
Total financial assets | 133,099 | 242,033 |
U.S. government agency securities | ||
Financial Assets: | ||
Total financial assets | 55,936 | 180,876 |
Fair Value, Inputs, Level 1 | ||
Financial Assets: | ||
Total financial assets | 6,254 | 22,074 |
Fair Value, Inputs, Level 1 | Money market funds | ||
Financial Assets: | ||
Total financial assets | 6,254 | 22,074 |
Fair Value, Inputs, Level 2 | ||
Financial Assets: | ||
Total financial assets | 189,035 | 422,909 |
Fair Value, Inputs, Level 2 | Corporate notes and commercial paper | ||
Financial Assets: | ||
Total financial assets | 133,099 | 242,033 |
Fair Value, Inputs, Level 2 | U.S. government agency securities | ||
Financial Assets: | ||
Total financial assets | 55,936 | $ 180,876 |
Fair Value, Inputs, Level 3 | Embedded derivative liabilities | ||
Financial Liabilities: | ||
Total financial liabilities | $ 246 |
Cash Equivalents and Investment
Cash Equivalents and Investments Classified as Available-for-sale Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | $ 195,300 | $ 445,133 |
Unrealized Gains | 6 | 4 |
Unrealized (Losses) | (17) | (154) |
Estimated Fair Value | 195,289 | 444,983 |
Money market funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | 6,254 | 22,074 |
Estimated Fair Value | 6,254 | 22,074 |
Corporate notes and commercial paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | 133,112 | 242,089 |
Unrealized Gains | 1 | 3 |
Unrealized (Losses) | (14) | (59) |
Estimated Fair Value | 133,099 | 242,033 |
U.S. government agency securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cost | 55,934 | 180,970 |
Unrealized Gains | 5 | 1 |
Unrealized (Losses) | (3) | (95) |
Estimated Fair Value | 55,936 | 180,876 |
Cash equivalents | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Estimated Fair Value | 64,998 | 171,310 |
Short-term investments | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Estimated Fair Value | $ 130,291 | 257,713 |
Long-term investments | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Estimated Fair Value | $ 15,960 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Investments Debt And Equity Securities [Abstract] | |
Available For Sale Securities Contractual Maturity | 1 year |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 17,052 | $ 15,228 |
Less accumulated depreciation and amortization | (10,909) | (8,985) |
Property and equipment, net | 6,143 | 6,243 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,207 | 960 |
Capitalized software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,569 | 865 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,747 | 5,874 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,529 | $ 7,529 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Commercial related | $ 324 | $ 783 |
Legal and accounting fees | 369 | 506 |
Deferred rent | 799 | 721 |
Other | 204 | 816 |
Total accrued liabilities | $ 1,696 | $ 2,826 |
Summary of Revenue from Collabo
Summary of Revenue from Collaboration and License Agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | $ 13,693 | $ 9,322 | $ 4,231 | $ 8,258 | $ 4,414 | $ 2,912 | $ 2,385 | $ 2,359 | $ 35,504 | $ 12,070 | $ 9,625 |
Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | 8,248 | 5,740 | 3,598 | ||||||||
Daiichi Sankyo, Inc ("Daiichi") | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | 10,421 | 4,578 | 4,287 | ||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | 6,583 | 1,540 | 1,497 | ||||||||
Bayer Pharma AG | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | 1,450 | ||||||||||
Dermavant Sciences GmbH (“Dermavant”) | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | 8,750 | ||||||||||
Other | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration and license revenue | $ 52 | $ 212 | $ 243 |
Collaboration and License Agr46
Collaboration and License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 31, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jul. 31, 2014 | Jan. 31, 2014 | Jun. 30, 2013 | Feb. 28, 2013 | Sep. 30, 2018 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | $ 13,693,000 | $ 9,322,000 | $ 4,231,000 | $ 8,258,000 | $ 4,414,000 | $ 2,912,000 | $ 2,385,000 | $ 2,359,000 | $ 35,504,000 | $ 12,070,000 | $ 9,625,000 | |||||||||
Research and development | 246,854,000 | 200,376,000 | 123,639,000 | |||||||||||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Upfront fee | $ 13,000,000 | |||||||||||||||||||
Milestone payments of development and regulatory event | $ 12,000,000 | |||||||||||||||||||
Percentage of consideration received under agreement | 50.00% | |||||||||||||||||||
Non-contingent consideration being recognized as revenue over estimated period of performance | 6,500,000 | |||||||||||||||||||
Contingent consideration to be recognized after resolution of contingency | 6,500,000 | |||||||||||||||||||
Milestone payments of regulatory and clinical event | 3,500,000 | |||||||||||||||||||
Collaboration and license revenue | 6,583,000 | 1,540,000 | 1,497,000 | |||||||||||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | January 2014 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 2,200,000 | 1,500,000 | 1,500,000 | |||||||||||||||||
Deferred revenue | 11,200,000 | 8,400,000 | 11,200,000 | 8,400,000 | ||||||||||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | February 2016 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 4,400,000 | |||||||||||||||||||
Deferred revenue | 10,600,000 | 10,600,000 | ||||||||||||||||||
Non-refundable upfront fee | $ 15,000,000 | |||||||||||||||||||
Contingent payment receivable upon achievement of regulatory events | 20,000,000 | |||||||||||||||||||
Contingent payment receivable upon achievement of annual net sales volumes | 70,000,000 | |||||||||||||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | February 2016 Agreement | Future Contingent Payments | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | $ 0 | |||||||||||||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | February 2016 Agreement | Minimum | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Percentage of royalties entitle to receive under agreement | 5.00% | |||||||||||||||||||
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | February 2016 Agreement | Maximum | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Percentage of royalties entitle to receive under agreement | 15.00% | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Upfront fee | $ 15,000,000 | $ 6,000,000 | ||||||||||||||||||
Milestone payments of development and regulatory event | 20,000,000 | |||||||||||||||||||
Collaboration and license revenue | $ 10,421,000 | 4,578,000 | 4,287,000 | |||||||||||||||||
Deferred revenue | 0 | 0 | 0 | 0 | ||||||||||||||||
Contingent and non-contingent consideration to be recognized after resolution of contingency | 1,000,000 | 2,500,000 | ||||||||||||||||||
Contingent payment receivable upon achievement | $ 5,000,000 | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | Collaborative Agreement to Study Safety and Efficacy of Andexanet Alfa | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 9,200,000 | 3,500,000 | 1,800,000 | |||||||||||||||||
Deferred revenue | 12,600,000 | 9,700,000 | 12,600,000 | 9,700,000 | ||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | Future Contingent Payments | Collaborative Agreement to Study Safety and Efficacy of Andexanet Alfa | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 5,000,000 | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | October 2016 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Upfront fee | $ 15,000,000 | |||||||||||||||||||
Milestone payments of development and regulatory event | $ 2,500,000 | |||||||||||||||||||
Percentage of consideration received under agreement | 1.00% | |||||||||||||||||||
Contingent payment receivable upon achievement of annual net sales volumes | $ 8,000,000 | |||||||||||||||||||
Contingent payment receivable upon achievement | $ 10,000,000 | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | July 2014 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Contingent and non-contingent consideration to be recognized after resolution of contingency | 8,000,000 | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | July 2014 Agreement | Scenario Forecast | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Non-contingent consideration being recognized as revenue over estimated period of performance | $ 7,000,000 | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | March 2016 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 1,300,000 | |||||||||||||||||||
Deferred revenue | 3,700,000 | 3,700,000 | ||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | March 2016 Agreement | ESS-Study | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Reimbursement of costs and expenses percentage | 33.00% | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | March 2016 Agreement | Future Contingent Payments | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 0 | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | March 2016 Agreement | Minimum | Edoxaban | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Reimbursement of costs and expenses percentage | 33.00% | |||||||||||||||||||
Daiichi Sankyo, Inc ("Daiichi") | March 2016 Agreement | Maximum | Edoxaban | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Reimbursement of costs and expenses percentage | 100.00% | |||||||||||||||||||
Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Upfront fee | $ 5,000,000 | $ 10,000,000 | $ 5,000,000 | |||||||||||||||||
Milestone payments of development and regulatory event | 8,000,000 | |||||||||||||||||||
Collaboration and license revenue | 8,248,000 | 5,740,000 | 3,598,000 | |||||||||||||||||
Contingent payment receivable upon achievement | 10,000,000 | $ 7,000,000 | ||||||||||||||||||
Reduced contingent payment receivable upon achievement | $ 7,000,000 | |||||||||||||||||||
Additional non-refundable fee | $ 500,000 | |||||||||||||||||||
Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | January 2014 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 8,200,000 | 5,200,000 | ||||||||||||||||||
Deferred revenue | 4,000,000 | 7,200,000 | 4,000,000 | 7,200,000 | ||||||||||||||||
Contingent payment receivable upon achievement | $ 3,000,000 | |||||||||||||||||||
Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | January 2014 Agreement | Future Contingent Payments | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 5,000,000 | 0 | ||||||||||||||||||
Bayer Pharma, AG ('Bayer") and Janssen Pharmaceuticals, Inc. ("Janssen") | February 2013 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 500,000 | $ 1,100,000 | ||||||||||||||||||
Deferred revenue | 0 | $ 0 | 0 | 0 | ||||||||||||||||
Bayer | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Upfront fee | 5,000,000 | |||||||||||||||||||
Collaboration and license revenue | 1,450,000 | |||||||||||||||||||
Contingent payment receivable upon achievement | 10,000,000 | |||||||||||||||||||
Reduced contingent payment receivable upon achievement | $ 7,000,000 | |||||||||||||||||||
Bayer | February 2016 Agreement | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 1,500,000 | |||||||||||||||||||
Deferred revenue | $ 3,500,000 | 3,500,000 | ||||||||||||||||||
Bayer | February 2016 Agreement | ESS-Study | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Reimbursement of costs and expenses percentage | 33.00% | |||||||||||||||||||
Bayer | February 2016 Agreement | Future Contingent Payments | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | 0 | |||||||||||||||||||
Bayer | February 2016 Agreement | Minimum | Rivaroxaban | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Reimbursement of costs and expenses percentage | 33.00% | |||||||||||||||||||
Bayer | February 2016 Agreement | Maximum | Rivaroxaban | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Reimbursement of costs and expenses percentage | 100.00% | |||||||||||||||||||
Dermavant Sciences GmbH (“Dermavant”) | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Collaboration and license revenue | $ 8,750,000 | |||||||||||||||||||
Percentage of royalties entitle to receive under agreement | 9.00% | |||||||||||||||||||
Upfront payment received | $ 8,800,000 | |||||||||||||||||||
Contingent development and regulatory milestones to be received | 36,300,000 | |||||||||||||||||||
Dermavant Sciences GmbH (“Dermavant”) | Maximum | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Commercial milestone payments on worldwide annual net sales to be received | $ 100,000,000 | |||||||||||||||||||
Ora, Inc. (“Ora”) | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Development costs, percent | 60.00% | |||||||||||||||||||
Percentage of profits entitle to receive under agreement | 50.00% | |||||||||||||||||||
Notice period for agreement termination | 90 days | |||||||||||||||||||
Rights to buy compound interests and licensed agreements | Each party may also buy out the rights and interests in the licensed compound by paying the greater of $6.0 million or two times the actual aggregate development cost incurred by both parties before or 90 days after an End of Phase 2 meeting with the FDA. | |||||||||||||||||||
Research and development | $ 629,000 | $ 206,000 | ||||||||||||||||||
Ora, Inc. (“Ora”) | PORTOLA PHARMACEUTICALS INC | ||||||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||||||||||||
Development costs, percent | 40.00% |
Purchase Commitments - Addition
Purchase Commitments - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016USD ($)Batch | Apr. 30, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($)ManufacturingLinel | Dec. 31, 2015USD ($) | |
Long Term Purchase Commitment [Line Items] | |||||
Charge | $ 0 | ||||
Accounts payables | $ 14,546,000 | 14,546,000 | $ 10,279,000 | ||
Accrued research and development | 23,818,000 | 23,818,000 | 24,195,000 | ||
Unamortized advance payments recorded in prepaid research and development | 7,299,000 | 7,299,000 | 16,976,000 | ||
Prepaid and other long-term assets | 5,214,000 | $ 5,214,000 | $ 11,993,000 | ||
CMC ICOS Biologics Inc | |||||
Long Term Purchase Commitment [Line Items] | |||||
Number of manufacturing lines | ManufacturingLine | 2 | ||||
Purchase commitment, description | Under the aCSA, the batch price is fixed at $1.0 million, and we are required to purchase twenty batches to be manufactured in 2017 and a further ten batches to be manufactured in 2018 contingent upon the successful delivery of specified services in the aCSA. | ||||
Commercial agreement fixed commitment amount | $ 1,000,000 | ||||
Number of batches to be manufactured, 2017 | Batch | 20 | ||||
Number of batches to be manufactured, 2018 | Batch | 10 | ||||
Purchase obligation services received | $ 33,700,000 | ||||
Percentage of reduction in cash outlay | 50.00% | ||||
Term of commercial supply agreement | 2 years | ||||
Accounts payables | $ 1,500,000 | $ 1,500,000 | |||
Accrued research and development | 4,000,000 | 4,000,000 | |||
CMC ICOS Biologics Inc | Research and Development Expense | |||||
Long Term Purchase Commitment [Line Items] | |||||
Charge | $ 27,300,000 | $ 0 | |||
CMC ICOS Biologics Inc | Line A/B | |||||
Long Term Purchase Commitment [Line Items] | |||||
Purchase commitment, description | (i) the 2,500 liter manufacturing line which has been used since inception of the program to supply clinical drug product, referred to as “Line A/B” | ||||
Purchase commitment volume | l | 2,500 | ||||
CMC ICOS Biologics Inc | Line C | |||||
Long Term Purchase Commitment [Line Items] | |||||
Purchase commitment, description | (ii) the 6x2,000 liter manufacturing line referred to as “Line C” which was intended to satisfy the drug product requirements of our initial commercial launch. | ||||
Purchase commitment volume | l | 12,000 | ||||
Hovione, Limited | |||||
Long Term Purchase Commitment [Line Items] | |||||
Commercial agreement advance payment amount | $ 20,900,000 | ||||
Unamortized advance payments recorded in prepaid research and development | 6,300,000 | $ 6,300,000 | |||
Prepaid and other long-term assets | $ 5,000,000 | $ 5,000,000 | |||
Hovione, Limited | Maximum | |||||
Long Term Purchase Commitment [Line Items] | |||||
Cancellable additional purchase commitments | $ 23,100,000 |
Asset Acquisition and License48
Asset Acquisition and License Agreements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Aug. 31, 2004 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 01, 2015 | Dec. 31, 2010 | |
Asset Acquisition [Line Items] | |||||||||||
Restricted cash (SRX Cardio) | $ 178,000 | $ 341,000 | $ 178,000 | $ 178,000 | $ 341,000 | ||||||
Net income attributable to Non Controlling interest (SRX Cardio) | (923,000) | $ 1,853,000 | 930,000 | ||||||||
Research and development expense | 246,854,000 | $ 200,376,000 | $ 123,639,000 | ||||||||
Millennium | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Notice period for agreement termination | 30 days | ||||||||||
Millennium | United States | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Milestone payable for approval event | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Additional milestone payable for other indications approved | 23,000,000 | 23,000,000 | 23,000,000 | ||||||||
Millennium | Europe | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Milestone payable for approval event | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||
Additional milestone payable for other indications approved | 23,000,000 | 23,000,000 | $ 23,000,000 | ||||||||
Millennium | Research and Development Expense | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Milestone payment | 2,000,000 | ||||||||||
Astellas Pharma Inc | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Percentage required to pay for any payment received under collaboration excluding royalties | 20.00% | ||||||||||
Research and development expense | 1,800,000 | ||||||||||
Maximum | Astellas Pharma Inc | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Milestone payable on occurrence of specified events | $ 71,500,000 | ||||||||||
SRX Cardio | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Variable interest entity, Terms of arrangements | Accordingly, SRX Cardio is subject to consolidation and we have consolidated the financial statements of SRX Cardio since inception of the agreement on December 1, 2015 by (a) eliminating all intercompany balances and transactions; and (b) allocating income or loss attributable to the noncontrolling interest in SRX Cardio to net income or loss attributable to noncontrolling interest in our consolidated statement of operations and reflecting noncontrolling interest on our consolidated balance sheet. | ||||||||||
Variable interest entity, Upfront payment | $ 2,200,000 | $ 500,000 | |||||||||
Fair value of indefinite lived intangible assets | $ 3,200,000 | ||||||||||
Noncontrolling interest in variable Interest entity | $ 2,900,000 | ||||||||||
Restricted cash (SRX Cardio) | $ 178,000 | $ 178,000 | $ 178,000 | ||||||||
Decrease in fair value of contingent future payments | $ 870,000 | ||||||||||
SRX Cardio | License Agreement | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Notice period for agreement termination | 90 days | ||||||||||
SRX Cardio | Maximum | License Agreement | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Research and development milestone payment obligation | $ 152,500,000 | $ 152,500,000 | |||||||||
Percentage of royalties on worldwide net sales, obligated to pay | 6.00% | ||||||||||
SRX Cardio | Minimum | License Agreement | |||||||||||
Asset Acquisition [Line Items] | |||||||||||
Percentage of royalties on worldwide net sales, obligated to pay | 2.00% |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2016USD ($)PromissoryNote | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Carrying value of notes payable | $ 50,061,000 | $ 50,061,000 |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | ||
Debt Instrument [Line Items] | ||
Debt instrument repayment terms, description | If the approval of andexanet alfa in the USA and EU is not achieved by January 1, 2019, we are able to reduce the repayment amount to $60.0 million if such amount is paid by December 31, 2021 and regardless of the timing of regulatory approval, we may reduce the repayment amount to $62.5 million if such amount is paid by December 31, 2023. Any unpaid amounts shall become immediately due upon: 1) our change of control; 2) event of default; and 3) termination for breach. We have the right to prepay the repayment amount at any time without any penalty. | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Paid by December 31, 2021 | ||
Debt Instrument [Line Items] | ||
Repayment amount | $ 60,000,000 | $ 60,000,000 |
Repayment date | Dec. 31, 2021 | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Paid by December 31, 2023 | ||
Debt Instrument [Line Items] | ||
Repayment amount | $ 62,500,000 | 62,500,000 |
Repayment date | Dec. 31, 2023 | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Andexanet Alfa License Agreement with All Countries Excluding Japan | ||
Debt Instrument [Line Items] | ||
Percentage of license fees and milestone payments converted to notes payable upon initial regulatory approval not achieved | 50.00% | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Japan License Agreement | ||
Debt Instrument [Line Items] | ||
Percentage of payment receivable upon initial regulatory approval not achieved | 100.00% | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | USA and EU | ||
Debt Instrument [Line Items] | ||
Initial regulatory approval date | Jan. 1, 2019 | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | USA and EU | Andexanet Alfa License Agreement with All Countries Excluding Japan | ||
Debt Instrument [Line Items] | ||
Percentage of net sales to be paid in each quarter | 5.00% | |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Promissory Notes | ||
Debt Instrument [Line Items] | ||
Proceeds from notes payable | $ 50,000,000 | |
Number of debt instruments | PromissoryNote | 2 | |
Promissory notes, face amount | $ 65,000,000 | 65,000,000 |
Promissory notes due date | 2024-12 | |
Notes payable, accrued interest | $ 60,000 | 60,000 |
Carrying value of notes payable | 49,800,000 | 49,800,000 |
Embedded derivative liabilities | 246,000 | 246,000 |
Bristol-Myers Squibb Company ("BMS") and Pfizer Inc. ("Pfizer") | Promissory Notes | Fair Value, Inputs, Level 3 | ||
Debt Instrument [Line Items] | ||
Estimated fair value of notes payable | $ 54,900,000 | $ 54,900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Lease cancellation notice period | 30 days | ||
Commitment maturing in the next fiscal year | $ 52,900,000 | ||
Other commitment, due in second year | 18,400,000 | ||
Other commitment, due in third year | $ 447,000 | ||
Lease term expiration date | Mar. 31, 2020 | ||
Tenant improvement allowance | $ 6,300,000 | ||
Early termination right effective date | Mar. 31, 2018 | ||
Early termination fees | $ 1,000,000 | ||
Rent expense | $ 1,800,000 | $ 1,700,000 | $ 1,200,000 |
Future Minimum Commitments Unde
Future Minimum Commitments Under our Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 2,603 |
2,018 | 2,683 |
2,019 | 2,764 |
2,020 | 696 |
Total | $ 8,746 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved, shares | 2,391,556 | |||
Percentage increase in number of common stock outstanding | 5.00% | |||
Number of common stock shares reserved for issuance under the 2013 Employee Stock Purchase Plan | 12,205,425 | |||
Term of stock options granted | 10 years | |||
Vesting period | 4 years | |||
Aggregate intrinsic value of stock options exercised | $ 964,000 | $ 35,900,000 | $ 12,500,000 | |
Total estimated grant date fair value of stock options vested | $ 20,800,000 | $ 12,000,000 | $ 9,000,000 | |
Weighted-average per share fair value of employee stock options granted | $ 17.15 | $ 22.84 | $ 15.73 | |
Stock-based compensation expense | $ 30,362,000 | $ 22,858,000 | $ 9,333,000 | |
Unamortized share based compensation expected to be recognized over the remaining vesting period | $ 41,800,000 | |||
Unamortized share based compensation expected recognition period | 2 years 7 months 6 days | |||
Remaining contractual life | 6 years 10 months 24 days | |||
Aggregate intrinsic value of outstanding PSOs | $ 22,295,000 | |||
Employee stock purchase plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved, shares | 1,696,977 | |||
Percentage increase in number of common stock outstanding | 2.00% | |||
Number of common stock shares reserved for issuance under the 2013 Employee Stock Purchase Plan | 1,818,314 | |||
Exercise price of stock options granted as a minimum percentage of fair value of common stock | 85.00% | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Incentive Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise price of stock options granted as a minimum percentage of fair value of common stock | 100.00% | |||
Nonstatutory Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise price of stock options granted as a minimum percentage of fair value of common stock | 85.00% | |||
10% or more | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Exercise price of stock options granted as a minimum percentage of fair value of common stock | 110.00% | |||
Percentage of voting stock | 10.00% | |||
Employee Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21,200,000 | $ 15,800,000 | $ 8,300,000 | |
Dividend yield | 0.00% | 0.00% | 0.00% | |
Performance Stock Options (PSOs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 463,000 | |||
Unamortized share based compensation expected to be recognized over the remaining vesting period | $ 2,120,000 | |||
Unamortized share based compensation expected recognition period | 1 year 8 months 12 days | |||
Remaining contractual life | 9 years 3 months 18 days | |||
Aggregate intrinsic value of outstanding PSOs | $ 0 | |||
Share based compensation, options weighted average exercise price | $ 23.76 | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Stock-based compensation expense | $ 5,300,000 | $ 1,500,000 | ||
Unamortized share based compensation expected to be recognized over the remaining vesting period | $ 9,900,000 | |||
Unamortized share based compensation expected recognition period | 1 year 10 months 24 days | |||
Grant date of fair value | $ 1,700,000 | |||
Vested date of fair value | $ 1,700,000 | |||
Weighted-average grant date of fair value | $ 28.01 | $ 30.74 | ||
Performance Stock Units (PSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 2,500,000 | $ 2,300,000 | ||
Unamortized share based compensation expected to be recognized over the remaining vesting period | $ 704,000 | |||
Unamortized share based compensation expected recognition period | 2 years | |||
Grant date of fair value | $ 658,000 | |||
Vested date of fair value | $ 397,000 | |||
Weighted-average grant date of fair value | $ 33.49 | $ 29.35 | ||
PSUs Vested during the year | 0 | 0 | ||
Dividend yield | 0.00% | |||
Performance Stock Units (PSUs) | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Performance-based RSUs awarded based on achievement of development goals, available for grant | 102,906 | |||
Nonemployee Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Share based compensation, options granted | 52,000 | 66,041 | 33,888 | |
Share based compensation, options weighted average exercise price | $ 24.85 | $ 40.85 | $ 25.41 | |
Stock-based compensation | $ 77,000 | $ 2,790,000 | $ 769,000 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares Subject to Outstanding Stock Options | |
Ending balance | shares | 5,817,116 |
Weighted-Average Exercise Price Per Share | |
Ending balance | $ / shares | $ 25.26 |
Employee Stock Option | |
Shares Subject to Outstanding Stock Options | |
Beginning balance | shares | 4,731,483 |
Options granted | shares | 1,649,836 |
Options exercised | shares | (54,045) |
Options canceled | shares | (510,158) |
Ending balance | shares | 5,817,116 |
Weighted-Average Exercise Price Per Share | |
Beginning balance | $ / shares | $ 24.19 |
Options granted | $ / shares | 29.03 |
Options exercised | $ / shares | 7.42 |
Options canceled | $ / shares | 29.45 |
Ending balance | $ / shares | $ 25.26 |
Status of Stock Options (Detail
Status of Stock Options (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Shares | |
Outstanding | shares | 5,817,116 |
Vested and expected to vest | shares | 5,680,016 |
Vested | shares | 3,310,206 |
Weighted-Average Exercise Price Per Share | |
Outstanding | $ / shares | $ 25.26 |
Vested and expected to vest | $ / shares | 25.11 |
Vested | $ / shares | $ 20.29 |
Remaining Contractual Life | |
Outstanding | 6 years 10 months 24 days |
Vested and expected to vest | 6 years 10 months 24 days |
Vested | 5 years 8 months 12 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 22,295 |
Vested and expected to vest | $ | 22,267 |
Vested | $ | $ 21,966 |
Summary of PSO Activity (Detail
Summary of PSO Activity (Detail) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares Subject to Outstanding Stock Options | |
Ending balance | shares | 5,817,116 |
Weighted-Average Exercise Price Per Share | |
Ending balance | $ / shares | $ 25.26 |
Performance Stock Options (PSOs) | |
Shares Subject to Outstanding Stock Options | |
Options granted | shares | 271,122 |
Options canceled | shares | (90,370) |
Ending balance | shares | 180,752 |
Weighted-Average Exercise Price Per Share | |
Options granted | $ / shares | $ 23.76 |
Options canceled | $ / shares | 23.76 |
Ending balance | $ / shares | $ 23.76 |
Summary of RSU Activity (Detail
Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares Subject to Outstanding Options | ||
Beginning balance | 167,750 | |
RSUs granted | 495,806 | |
RSUs released | (55,195) | |
RSUs canceled | (61,854) | |
Ending balance | 546,507 | 167,750 |
Weighted-Average grant date fair value per share | ||
Beginning balance | $ 30.86 | |
RSUs granted | 28.01 | $ 30.74 |
RSUs released | 30.88 | |
RSUs canceled | 29.94 | |
Ending balance | $ 28.38 | $ 30.86 |
Summary of PSU Activity (Detail
Summary of PSU Activity (Detail) - Performance Stock Units (PSUs) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Weighted-Average grant date fair value per share | ||
RSUs granted | $ 33.49 | $ 29.35 |
2013 Equity Incentive Plan | ||
Shares Subject to Outstanding Options | ||
Beginning balance | 205,261 | |
RSUs granted | 102,906 | |
RSUs released | (13,170) | |
RSUs canceled | (9,131) | |
Ending balance | 285,866 | 205,261 |
Weighted-Average grant date fair value per share | ||
Beginning balance | $ 29.33 | |
RSUs granted | 33.49 | |
RSUs released | 50 | |
RSUs canceled | 49.36 | |
Ending balance | $ 29.24 | $ 29.33 |
Classification of Stock-Based C
Classification of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 30,362 | $ 22,858 | $ 9,333 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 12,905 | 11,653 | 4,551 |
Selling, General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 17,457 | $ 11,205 | $ 4,782 |
Summary of Weighted-Average Ass
Summary of Weighted-Average Assumptions of Fair Value Awards (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.01% | 1.54% | 1.81% |
Risk-free interest rate, maximum | 2.10% | 1.93% | 1.89% |
Expected term | 6 years | 6 years | |
Expected volatility, minimum | 62.00% | 64.00% | 69.00% |
Expected volatility, maximum | 66.00% | 66.00% | 80.00% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Employee Stock Option | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 5 years | ||
Employee Stock Option | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years 1 month 6 days | ||
Performance Stock Options (PSOs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.34% | ||
Risk-free interest rate, maximum | 1.50% | ||
Expected volatility, minimum | 65.00% | ||
Expected volatility, maximum | 66.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Performance Stock Options (PSOs) | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 5 years 4 months 24 days | ||
Performance Stock Options (PSOs) | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years 4 months 24 days | ||
ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 0.26% | ||
Risk-free interest rate, maximum | 0.50% | ||
Risk-free interest rate | 0.14% | 0.08% | |
Expected term | 6 months | 6 months | 6 months |
Expected volatility | 62.00% | 73.00% | |
Expected volatility, minimum | 54.00% | ||
Expected volatility, maximum | 99.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Outstanding Shares of Common St
Outstanding Shares of Common Stock Excluded from Computation of Diluted Net Loss per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock options to purchase common stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net loss per share | 5,817,116 | 4,731,483 | 4,249,168 |
Performance stock options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net loss per share | 180,752 | ||
Restricted stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net loss per share | 546,507 | 167,750 | |
Performance stock units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net loss per share | 285,866 | 205,261 | |
Common stock warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net loss per share | 1,500 | 1,500 | 6,240 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from computation of diluted net loss per share | 37,368 | 15,606 | 13,040 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan maximum employee contribution of employee salary | 3.00% | 3.00% | |
Defined contribution plan maximum annual employer matching contribution per employee | $ 2,000 | ||
Employee benefit plans, contribution expense | $ 819,000 | $ 525,000 | $ 153,000 |
Income Tax Provision (Benefit)
Income Tax Provision (Benefit) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
State | $ (365,000) | |
Total current federal, state provision (benefit) for income tax | (365,000) | |
Deferred: | ||
Total provision (benefit) for income taxes | $ 0 | $ (365,000) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | ||||
Total provision (benefit) for income taxes | $ 0 | $ (365,000) | ||
Increase (Decrease) in valuation allowance | 114,200,000 | 67,000,000 | ||
Unrecognized income tax benefits that, if recognized, would affect effective tax rate | 0 | 0 | ||
Unrecognized income tax benefits | 13,866,000 | $ 3,228,000 | $ 2,906,000 | $ 2,048,000 |
Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 694,800,000 | |||
Excess stock option benefits | $ 41,900,000 | |||
Federal | Minimum | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,024 | |||
Federal | Maximum | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,036 | |||
Federal | Research Tax Credit Carryforward | ||||
Income Tax [Line Items] | ||||
Tax credits carryforwards | $ 16,500,000 | |||
Federal | Orphan Drug Credit | ||||
Income Tax [Line Items] | ||||
Tax credits carryforwards | 71,600,000 | |||
California | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 223,500,000 | |||
California | Minimum | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,017 | |||
California | Maximum | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards, expiration year | 2,032 | |||
California | Research Tax Credit Carryforward | ||||
Income Tax [Line Items] | ||||
Tax credits carryforwards | $ 6,400,000 |
Reconciliation of Effective Tax
Reconciliation of Effective Tax Rate for the Provision for Income Taxes (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit | 0.00% | (6.60%) | 11.20% |
Federal and state credits | 9.50% | 2.50% | 2.70% |
Stock based compensation | (0.10%) | 0.00% | (1.60%) |
FIN 48 release | 0.00% | 0.20% | 0.00% |
Other | 0.10% | 0.00% | (0.10%) |
Change in valuation allowance | (38.60%) | (29.90%) | (46.20%) |
Foreign Rate Differential | (4.90%) | 0.00% | 0.00% |
Total tax benefit | 0.00% | 0.20% | 0.00% |
Components of U.S. Deferred Tax
Components of U.S. Deferred Tax Assets and (liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 235,015 | $ 207,898 |
Federal and state research tax credit carryforwards | 17,927 | 18,744 |
Federal Orphan Drug Credit | 60,822 | |
Deferred revenue | 15,566 | 9,192 |
Stock options | 18,734 | 10,197 |
Capitalized acquisition costs | 819 | 974 |
Other | 16,298 | 3,942 |
Net deferred tax assets before valuation allowance | 365,181 | 250,947 |
Valuation allowance | $ (365,181) | $ (250,947) |
Reconciliation of the Beginning
Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Unrecognized tax benefits, beginning of period | $ 3,228 | $ 2,906 | $ 2,048 |
Increases due to current period positions | 6,919 | 1,091 | 858 |
Increase due to prior period positions | 4,266 | ||
Decreases due to prior period positions | (548) | (404) | |
Decreases due to the lapse of statutes of limitations | (365) | ||
Unrecognized tax benefits, end of period | $ 13,866 | $ 3,228 | $ 2,906 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Receivables from related parties | $ 44,000 | $ 19,000 | |
Chief Executive Officer | Master Services Agreement | |||
Related Party Transaction [Line Items] | |||
Reduction in research and development expense | $ 313,000 | $ 352,000 | $ 594,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - HealthCare Royalty Partners (“HCRP”) - Andexanet Alfa - Subsequent Event | 1 Months Ended |
Feb. 28, 2017USD ($) | |
Subsequent Event [Line Items] | |
Royalty interest amount received on closing of agreement | $ 50,000,000 |
Additional amount receivable upon U.S. regulatory approval | $ 100,000,000 |
Scenario One | |
Subsequent Event [Line Items] | |
Percentage of royalty obligated to pay of net worldwide sales | 2.00% |
Target payment for royalty obligation | $ 50,000,000 |
Scenario Two | |
Subsequent Event [Line Items] | |
Target payment for royalty obligation | $ 150,000,000 |
Scenario Two | Maximum | |
Subsequent Event [Line Items] | |
Percentage of royalty obligated to pay of net worldwide sales | 7.85% |
Scenario Two | Minimum | |
Subsequent Event [Line Items] | |
Percentage of royalty obligated to pay of net worldwide sales | 3.58% |
Scenario Three | |
Subsequent Event [Line Items] | |
Percentage of royalty obligated to pay of net worldwide sales | 195.00% |
Scenario Three | Minimum | |
Subsequent Event [Line Items] | |
Target payment for royalty obligation | $ 150,000,000 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Data [Abstract] | |||||||||||
Collaboration and license revenue | $ 13,693 | $ 9,322 | $ 4,231 | $ 8,258 | $ 4,414 | $ 2,912 | $ 2,385 | $ 2,359 | $ 35,504 | $ 12,070 | $ 9,625 |
Operating expenses | (68,893) | (100,765) | (61,867) | (73,564) | (70,694) | (58,476) | (61,212) | (48,863) | (305,089) | (239,245) | (147,191) |
Net loss | (54,764) | (91,036) | (57,339) | (64,974) | (66,105) | (55,158) | (58,329) | (46,913) | (268,113) | (226,505) | (137,125) |
Net income attributable to noncontrolling interest (SRX Cardio) | 923 | (1,853) | (930) | ||||||||
Net loss attributable to Portola | $ (53,841) | $ (92,889) | $ (57,339) | $ (64,974) | $ (66,105) | $ (55,158) | $ (58,329) | $ (46,913) | $ (269,043) | $ (226,505) | $ (137,125) |
Net loss per share attributable to Portola common stockholders: | |||||||||||
Basic and diluted | $ (0.95) | $ (1.64) | $ (1.02) | $ (1.15) | $ (1.23) | $ (1.05) | $ (1.12) | $ (0.95) | $ (4.76) | $ (4.36) | $ (3.19) |