Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'MERRIMACK PHARMACEUTICALS INC | ' | ' |
Entity Central Index Key | '0001274792 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 103,038,416 | ' |
Entity Public Float | ' | ' | $604,930,711 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $65,086 | $37,714 |
Available-for-sale securities | 90,116 | 72,238 |
Restricted cash | 101 | 100 |
Accounts receivable | 5,857 | 9,267 |
Prepaid expenses and other current assets | 5,484 | 8,982 |
Total current assets | 166,644 | 128,301 |
Restricted cash | 584 | 528 |
Property and equipment, net | 13,364 | 6,297 |
Other assets | 175 | 1,068 |
Intangible assets, net | 1,845 | 2,165 |
In-process research and development | 6,200 | 7,010 |
Goodwill | 3,605 | 3,605 |
Total assets | 192,417 | 148,974 |
Current liabilities: | ' | ' |
Accounts payable, accrued expenses and other | 38,814 | 25,644 |
Deferred revenues | 9,336 | 9,350 |
Deferred rent | 1,336 | 1,153 |
Long-term debt, current portion | 8,248 | 2,373 |
Total current liabilities | 57,734 | 38,520 |
Deferred revenues, net of current portion | 66,139 | 71,114 |
Deferred rent, net of current portion | 6,538 | 6,323 |
Deferred tax incentives, net of current portion | 507 | 755 |
Long-term debt, net of current portion | 103,427 | 37,482 |
Accrued interest | 1,200 | 1,200 |
Total liabilities | 235,545 | 155,394 |
Commitments and contingencies (Note 16) | ' | ' |
Non-controlling interest | 337 | 97 |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.01 par value: 10,000 shares authorized at December 31, 2013 and 2012, respectively; no shares issued or outstanding at December 31, 2013 or 2012 | ' | ' |
Common stock, $0.01 par value: 200,000 shares authorized at December 31, 2013 and 2012, respectively, 102,523 and 95,825 issued and outstanding at December 31, 2013 and 2012, respectively | 1,025 | 958 |
Additional paid-in capital | 527,779 | 434,679 |
Accumulated other comprehensive loss | -24 | -38 |
Accumulated deficit | -572,245 | -442,116 |
Total stockholders' deficit | -43,465 | -6,517 |
Total liabilities, non-controlling interest and stockholders' deficit | $192,417 | $148,974 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 102,523,000 | 95,825,000 |
Common stock, shares outstanding | 102,523,000 | 95,825,000 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Collaboration revenues | $47,786 | $48,921 | $34,215 |
Operating expenses: | ' | ' | ' |
Research and development | 147,139 | 125,858 | 100,630 |
General and administrative | 21,187 | 15,805 | 14,454 |
Total operating expenses | 168,326 | 141,663 | 115,084 |
Loss from operations | -120,540 | -92,742 | -80,869 |
Other income and expenses | ' | ' | ' |
Interest income | 166 | 184 | 56 |
Interest expense | -10,938 | -553 | -13 |
Other, net | 627 | 1,357 | 1,150 |
Net loss | -130,685 | -91,754 | -79,676 |
Less net income (loss) attributable to non-controlling interest | 240 | -477 | -453 |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | -130,925 | -91,277 | -79,223 |
Other comprehensive income (loss): | ' | ' | ' |
Unrealized loss on available-for-sale securities | 14 | -38 | ' |
Other comprehensive income (loss) | 14 | -38 | ' |
Comprehensive loss | ($130,911) | ($91,315) | ($79,223) |
Net loss per share available to common stockholders-basic and diluted | ($1.32) | ($1.28) | ($7.67) |
Weighted-average common shares used in computing net loss per share available to common stockholders-basic and diluted | 98,919 | 72,831 | 11,343 |
Consolidated_Statements_of_Con
Consolidated Statements of Convertible Preferred Stock, Non-Controlling Interest and Stockholders' Deficit (USD $) | Total | Temporary Equity, Parent [Member] | Temporary Equity, Parent [Member] | Temporary Equity, Parent [Member] | Non-controlling Interest [Member] | Non-controlling Interest [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
In Thousands, except Share data | Series B-G Convertible Preferred Stock [Member] | Series G Preferred Stock [Member] | Series C Preferred Stock [Member] | Series B-G Convertible Preferred Stock [Member] | ||||||
Balance at Dec. 31, 2010 | ($219,964) | $191,257 | ' | ' | $1,027 | ' | $111 | $51,541 | ' | ($271,616) |
Balance (in shares) at Dec. 31, 2010 | ' | 53,148,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | ' | ' | ' | 11,073,000 | ' | ' | ' |
Loss attributable to non-controlling interest | 453 | ' | ' | ' | -453 | ' | ' | ' | ' | 453 |
Issuance of Series C stock as a result of warrant exercises | ' | ' | ' | 19 | ' | ' | ' | ' | ' | ' |
Exercise of stock options and common stock warrants | 1,745 | ' | ' | ' | ' | ' | 7 | 1,738 | ' | ' |
Issuance of Series C stock as a result of warrant exercises (in shares) | ' | ' | ' | 3,000 | ' | ' | ' | ' | ' | ' |
Issuance of Series G stock | ' | ' | 76,949 | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options and common stock warrants (shares) | ' | ' | ' | ' | ' | ' | 761,000 | ' | ' | ' |
Issuance of Series G stock (in shares) | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | 6,952 | ' | ' | ' | ' | ' | ' | 6,952 | ' | ' |
Net loss | -79,676 | ' | ' | ' | ' | ' | ' | ' | ' | -79,676 |
Balance at Dec. 31, 2011 | -290,490 | 268,225 | ' | ' | 574 | ' | 118 | 60,231 | ' | -350,839 |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | 11,834,000 | ' | ' | ' |
Balance (in shares) at Dec. 31, 2011 | ' | 64,151,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss attributable to non-controlling interest | 477 | ' | ' | ' | -477 | ' | ' | ' | ' | 477 |
Exercise of stock options and common stock warrants | 5,427 | ' | ' | ' | ' | ' | 27 | 5,400 | ' | ' |
Exercise of stock options and common stock warrants (shares) | ' | ' | ' | ' | ' | ' | 2,693,000 | ' | ' | ' |
Stock-based compensation | 6,889 | ' | ' | ' | ' | ' | ' | 6,889 | ' | ' |
Conversion of convertible preferred stock into common stock | 268,225 | -268,225 | ' | ' | ' | ' | 663 | 267,562 | ' | ' |
Conversion of convertible preferred stock into common stock (in shares) | ' | -64,151,000 | ' | ' | ' | ' | 66,256,000 | ' | ' | ' |
Initial public offering, net of issuance costs | 98,081 | ' | ' | ' | ' | ' | 150 | 97,931 | ' | ' |
Initial public offering, net of issuance costs (shares) | ' | ' | ' | ' | ' | ' | 15,042,000 | ' | ' | ' |
Series B dividends declared | -4,263 | ' | ' | ' | ' | ' | ' | -4,263 | ' | ' |
Conversion of convertible preferred stock warrants to common stock warrants | 929 | ' | ' | ' | ' | ' | ' | 929 | ' | ' |
Other comprehensive (loss) income | -38 | ' | ' | ' | ' | ' | ' | ' | -38 | ' |
Net loss | -91,754 | ' | ' | ' | ' | ' | ' | ' | ' | -91,754 |
Balance at Dec. 31, 2012 | -6,517 | ' | ' | ' | 97 | ' | 958 | 434,679 | -38 | -442,116 |
Balance (in shares) at Dec. 31, 2012 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | 95,825,000 | ' | ' | ' |
Issuance of common stock in a public offering, net of issuance costs (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Silver Creek convertible notes payable | ' | ' | ' | ' | 796 | ' | ' | ' | ' | ' |
Loss attributable to non-controlling interest | 556 | ' | ' | ' | -556 | ' | ' | ' | ' | 556 |
Exercise of stock options and common stock warrants | 2,036 | ' | ' | ' | ' | ' | 9 | 2,027 | ' | ' |
Exercise of stock options and common stock warrants (shares) | ' | ' | ' | ' | ' | ' | 948,000 | ' | ' | ' |
Stock-based compensation | 10,733 | ' | ' | ' | ' | ' | ' | 10,733 | ' | ' |
Conversion of convertible preferred stock into common stock | 1,807 | ' | ' | ' | ' | ' | ' | 1,807 | ' | ' |
Initial public offering, net of issuance costs | 26,716 | ' | ' | ' | ' | ' | 58 | 26,658 | ' | ' |
Initial public offering, net of issuance costs (shares) | ' | ' | ' | ' | ' | ' | 5,750,000 | ' | ' | ' |
Conversion option of convertible senior notes | 51,875 | ' | ' | ' | ' | ' | ' | 51,875 | ' | ' |
Other comprehensive (loss) income | 14 | ' | ' | ' | ' | ' | ' | ' | 14 | ' |
Net loss | -130,685 | ' | ' | ' | ' | ' | ' | ' | ' | -130,685 |
Balance at Dec. 31, 2013 | ($43,465) | $0 | ' | ' | $337 | ' | $1,025 | $527,779 | ($24) | ($572,245) |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | 102,523,000 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities | ' | ' | ' |
Net loss | ($130,685) | ($91,754) | ($79,676) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ' | ' | ' |
Non-cash interest expense | 4,548 | 78 | ' |
Depreciation and amortization | 2,589 | 3,664 | 4,596 |
Stock-based compensation | 10,733 | 6,889 | 6,952 |
Other non-cash items | 579 | -587 | 864 |
Changes in operating assets and liabilities: | ' | ' | ' |
Purchased premiums and interest on available-for-sale securities | -1,809 | -2,354 | ' |
Accounts receivable | 3,410 | -1,841 | -3,681 |
Prepaid expenses and other current assets | 4,037 | -2,477 | -3,933 |
Accounts payable, accrued expenses and other | 13,304 | 6,985 | 8,815 |
Deferred revenues | -4,989 | -5,281 | 11,963 |
Deferred rent and tax incentives | 2,076 | 7,892 | 1,264 |
Other assets and liabilities, net | 1,032 | -1,030 | 19 |
Net cash used in operating activities | -95,175 | -79,816 | -52,817 |
Cash flows from investing activities | ' | ' | ' |
Purchase of available-for-sale securities | -112,923 | -115,665 | ' |
Proceeds from sales and maturities of available-for-sale securities | 95,100 | 43,880 | ' |
Purchase of property and equipment | -9,857 | -3,189 | -3,754 |
Assignment of restricted cash | -57 | -628 | ' |
Release of restricted cash | ' | 381 | ' |
Other investing activities, net | -2 | ' | 7 |
Net cash used in investing activities | -27,739 | -75,221 | -3,747 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from public offerings, net of offering costs | 26,716 | 100,025 | ' |
Proceeds from issuance of convertible preferred stock, net of offering costs | ' | ' | 76,949 |
Proceeds from exercise of common stock and warrants | 2,036 | 5,427 | 1,745 |
Principal payment on capital lease obligations | ' | -48 | -443 |
Proceeds from issuance of debt, net of issuance costs | 121,537 | 41,128 | ' |
Payments of dividends on Series B convertible preferred stock | -3 | -4,235 | ' |
Deferred financing costs | ' | ' | -1,946 |
Net cash provided by financing activities | 150,286 | 142,297 | 76,305 |
Net increase (decrease) in cash and cash equivalents | 27,372 | -12,740 | 19,741 |
Cash and cash equivalents, beginning of period | 37,714 | 50,454 | 30,713 |
Cash and cash equivalents, end of period | 65,086 | 37,714 | 50,454 |
Noncash financing and investing activities | ' | ' | ' |
Conversion of convertible preferred stock to common stock | ' | 268,225 | ' |
Conversion of convertible preferred stock warrants to common stock warrants | ' | 929 | ' |
Issuance of derivative liability | 35 | 196 | ' |
Value of conversion feature of convertible senior notes, classified in Stockholders' Deficit | 51,876 | ' | ' |
Changes in property and equipment in accounts payable and accrued expenses | ' | 412 | ' |
Disposals of fully depreciated assets | 210 | 671 | 0 |
Reclassification of deferred financing costs to stockholders' deficit | 278 | 2,748 | ' |
Dividends on Series B convertible preferred stock declared but not paid | ' | 28 | ' |
Conversion of Silver Creek convertible notes | 2,603 | ' | ' |
Supplemental disclosure of cash flows | ' | ' | ' |
Cash paid for interest | $3,915 | $169 | $13 |
Nature_of_the_Business
Nature of the Business | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Nature of the Business | ' |
1. Nature of the Business | |
Merrimack Pharmaceuticals, Inc. (the “Company”) is a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company has six novel therapeutic oncology candidates in clinical development (MM-398, MM-121, MM-111, MM-302, MM-151 and MM-141), multiple product candidates in preclinical development and a discovery effort advancing additional candidate medicines. The Company has also recently entered into an agreement to utilize its manufacturing expertise to develop, manufacture and exclusively supply bulk drug to a third party, who will in turn process the drug into a finished product and commercialize it globally. The Company’s discovery and development efforts are driven by Network Biology, which is its proprietary systems biology-based approach to biomedical research. The Company was incorporated in the Commonwealth of Massachusetts in 1993 and reincorporated in the State of Delaware in October 2010. | |
The Company is subject to risks and uncertainties common to companies in the biopharmaceutical industry, including, but not limited to, its ability to secure additional capital to fund operations, success of clinical trials, development by competitors of new technological innovations, dependence on collaborative arrangements, protection of proprietary technology, compliance with government regulations and dependence on key personnel. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, infrastructure and extensive compliance reporting capabilities. | |
The Company has incurred significant losses and has not generated revenue from commercial sales. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. | |
As of December 31, 2013, the Company had unrestricted cash and cash equivalents and available-for-sale securities of $155.2 million. The Company expects that its existing unrestricted cash and cash equivalents and available-for-sale securities as of December 31, 2013, anticipated interest income and funding under its license and collaboration agreement with Sanofi related to MM-121 will enable the Company to fund operations into 2015. In the event that the Company obtains favorable results from the Phase 3 clinical trial of MM-398, the Company expects that anticipated additional expenses in 2014 related to the commercialization of MM-398 will be offset by cash received from potential collaboration opportunities. | |
The Company may seek additional funding through public or private debt or equity financings, or through existing or new collaboration arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into additional collaborative arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Summary of Significant Accounting Policies | ' | ||||
2. Summary of Significant Accounting Policies | |||||
Significant accounting policies followed by the Company in the preparation of its consolidated financial statements are as follows: | |||||
Basis of Presentation and Consolidation | |||||
The accompanying consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. The Company’s wholly owned subsidiaries include Hermes BioSciences, Inc. (“Hermes”), which was merged with and into the Company during 2009, and Merrimack Pharmaceuticals (Bermuda) Ltd., which was incorporated during 2011. The Company also consolidates its majority owned subsidiary, Silver Creek Pharmaceuticals, Inc. (“Silver Creek”). All intercompany transactions and balances have been eliminated in consolidation. | |||||
Use of Estimates | |||||
GAAP requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The Company bases estimates and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. The most significant estimates in these consolidated financial statements include revenue recognition, including the estimated percentage of billable expenses in any particular budget period, periods of meaningful use of licensed products, estimates used in accounting for revenue separability and recognition, useful lives with respect to long-lived assets and intangibles, accounting for stock-based compensation, convertible preferred stock warrants, contingencies, intangible assets, goodwill, in-process research and development, derivative liability, valuation of convertible debt, tax valuation reserves and accrued expenses, including clinical research costs. The Company’s actual results may differ from these estimates under different assumptions or conditions. The Company evaluates its estimates on an ongoing basis. Changes in estimates are reflected in reported results in the period in which they become known by the Company’s management. | |||||
Segment and Geographic Information | |||||
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and the Company operates in only one geographic segment. | |||||
Cash, Cash Equivalents and Restricted Cash | |||||
Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents typically primarily consist of money market funds, commercial paper, corporate notes and bonds and certificates of deposit. | |||||
Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. As of December 31, 2013 and 2012, the Company recorded restricted cash of $685,000 and $628,000, respectively, which were primarily related to the Company’s facility lease. | |||||
Available-for-Sale Securities | |||||
The Company classifies marketable securities with a remaining maturity when purchased of greater than three months as available-for-sale. Available-for-sale securities may consist of U.S. government agencies securities, commercial paper, corporate notes and bonds and certificates of deposit, which are maintained by an investment manager. Available-for-sale securities are carried at fair value, with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ deficit until realized. Realized gains and losses are recognized in interest income. Any premium or discount arising at purchase is amortized and/or accreted to interest income. There were no realized gains or losses recognized on the sale or maturity of available-for-sale securities during the years ended December 31, 2013, 2012 or 2011. | |||||
Concentration of Credit Risk | |||||
Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, available-for-sale securities and accounts receivable. The Company places its cash deposits in accredited financial institutions and, therefore, the Company’s management believes these funds are subject to minimal credit risk. The Company invests cash equivalents and available-for-sale securities in money market funds, U.S. government agencies securities and various corporate debt securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any one issue or any single issuer and to only invest in high credit quality securities. The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. For each of the years ended December 31, 2013 and 2012, Sanofi represented greater than 98% of collaboration revenues. As of December 31, 2013 and 2012, Sanofi represented greater than 98% and 99% of accounts receivable, respectively. | |||||
Property and Equipment | |||||
Property and equipment, including leasehold improvements, are recorded at cost and depreciated when placed into service using the straight-line method, based on their estimated useful lives as follows: | |||||
Asset classification | Estimated useful life | ||||
(in years) | |||||
Lab equipment | 7-Mar | ||||
IT equipment | 7-Mar | ||||
Leaseholds improvements | Lesser of useful life or lease term | ||||
Furniture and fixtures | 7-Mar | ||||
Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service. Costs for repairs and maintenance are expensed as incurred, while major betterments are capitalized. The Company capitalizes interest cost incurred on funds used to construct property and equipment. The capitalized interest is recorded as part of the asset to which it relates and is depreciated over the asset’s estimated useful life. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in earnings. | |||||
The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flow to the recorded value of the asset. If impairment is indicated, the asset will be written down to its estimated fair value on a discounted cash flow basis. | |||||
Non-Controlling Interest | |||||
Non-controlling interest represents the non-controlling stockholders’ proportionate share of preferred stock and net loss of the Company’s majority owned consolidated subsidiary, Silver Creek. The non-controlling stockholders’ proportionate share of the preferred stock in Silver Creek is reflected as non-controlling interest in the Company’s consolidated balance sheets as of December 31, 2013 and 2012, respectively, as a component of mezzanine equity. | |||||
Derivative Liability | |||||
In December 2012, the Company’s majority owned subsidiary, Silver Creek, entered into a Note Purchase Agreement pursuant to which it issued convertible notes to various lenders in aggregate principal amounts of $1.6 million in December 2012, $0.3 million in February 2013 and $0.6 million in December 2013. Upon issuance, the Company determined that the underlying convertible notes represented share-settled debt and the potential conversion of the convertible notes into Silver Creek’s next qualifying series of preferred stock at a discount met the definition of a derivative, which was classified as a liability and remeasured each reporting period. Prior to conversion on December 31, 2013, the derivative was remeasured with changes in fair value recognized in earnings. The aggregate principal of $2.5 million and accrued interest of $0.1 million converted into shares of Silver Creek Series A preferred stock upon maturity on December 31, 2013. The Company estimated the value of the derivative liability issued in connection with the convertible notes payable at zero upon full conversion as of December 31, 2013 and $196,000 as of December 31, 2012. | |||||
Revenue Recognition | |||||
The Company enters into biopharmaceutical product development agreements with collaborative partners for the research and development of therapeutic and diagnostic products. The terms of the agreements may include nonrefundable signing and licensing fees, funding for research, development and manufacturing, milestone payments and royalties or profit-sharing on any product sales derived from collaborations. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. | |||||
In January 2011, the Company adopted authoritative guidance on revenue recognition for multiple element arrangements. This guidance, which applies to multiple element arrangements entered into or materially modified on or after January 1, 2011, separates and allocates consideration in a multiple element arrangement according to the relative selling price of each deliverable. The fair value of deliverables under the arrangement may be derived using a best estimate of selling price if vendor specific objective evidence and third-party evidence are not available. Deliverables under the arrangement will be separate units of accounting provided that a delivered item has value to the customer on a stand-alone basis and if the arrangement does not include a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. | |||||
The Company entered into a collaboration agreement with Watson Laboratories, Inc. (“Actavis”) in November 2013, which was evaluated under the accounting guidance on revenue recognition for multiple element arrangements. See Note 5, “License and Collaboration Agreements,” for additional information. | |||||
The Company’s license and collaboration agreements executed prior to January 1, 2011 continue to be accounted for under previously issued revenue recognition guidance for multiple element arrangements and milestone revenue recognition. The Company recognized upfront license payments as revenue upon delivery of the license only if the license had stand-alone value and the fair value of the undelivered performance obligations could be determined. If the fair value of the undelivered performance obligations could be determined, such obligations were accounted for separately as the obligations were fulfilled. If the license was considered to either not have stand-alone value or have stand-alone value but the fair value of any of the undelivered performance obligations could not be determined, the arrangement was accounted for as a single unit of accounting and the license payments and payments for performance obligations were recognized as revenue over the estimated period of when the performance obligations would be performed. | |||||
Whenever the Company determined that an arrangement should be accounted for as a single unit of accounting, it determined the period over which the performance obligations would be performed and revenue would be recognized. If the Company could not reasonably estimate the timing and the level of effort to complete its performance obligations under the arrangement, then revenue under the arrangement was recognized on a straight-line basis over the period the Company expected to complete its performance obligations, which is reassessed at each subsequent reporting period. | |||||
The Company’s collaboration agreements may include additional payments upon the achievement of performance-based milestones. As milestones are achieved, a portion of the milestone payment, equal to the percentage of the total time that the Company has performed the performance obligations to date over the total estimated time to complete the performance obligations, multiplied by the amount of the milestone payment, will be recognized as revenue upon achievement of such milestone. The remaining portion of the milestone will be recognized over the remaining performance period. Milestones that are tied to regulatory approvals are not considered probable of being achieved until such approval is received. Milestones tied to counterparty performance are not included in the Company’s revenue model until the performance conditions are met. | |||||
Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the arrangement. | |||||
The Company did not materially modify any of its previously-existing multiple element arrangements during the years ended December 31, 2013 and 2012. | |||||
Research and Development Expenses | |||||
Research and development expenses are charged to expense as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including personnel-related costs, stock-based compensation, facilities, research-related overhead, clinical trial costs, contracted services, manufacturing, license fees and other external costs. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received rather than when the payment is made. | |||||
Stock-Based Compensation | |||||
The Company expenses the fair value of employee stock options over the vesting period. Compensation expense is measured using the fair value of the award at the grant date, net of estimated forfeitures, and is adjusted annually to reflect actual forfeitures. The fair value of each stock-based award is estimated using the Black-Scholes option valuation model and is expensed straight-line over the vesting period. | |||||
The Company records stock options issued to non-employees at fair value, periodically remeasures to reflect the current fair value at each reporting period, and recognizes expense over the related service period. When applicable, these equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |||||
Comprehensive Income (Loss) | |||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances, from non-owner sources and currently consists of net loss and changes in unrealized gains and losses on available-for-sale securities. | |||||
Other Income and Expense | |||||
The Company records gains and losses on the remeasurement of fair value of convertible preferred stock warrants and other derivative liabilities, the federal and state sponsored tax incentives and other one-time income or expense-related items in other income. | |||||
In January 2010, the Massachusetts Life Sciences Center (“MLSC”), an independent agency of the Commonwealth of Massachusetts, awarded the Company $1.5 million of tax incentives under its Life Sciences Tax Incentive Program. These incentives allowed the Company to monetize approximately $1.4 million of state research and development tax credits. The Company received this payment in 2010. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2014. Failure to do so could result in the repayment of some or all of these incentives. The Company deferred and is amortizing the benefit of this incentive on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2013, 2012 and 2011, the Company recognized $0.3 million of benefit in other income in each period. | |||||
In January 2011, the MLSC awarded the Company an additional $1.3 million of tax incentives under its Life Sciences Tax Incentive Program, which allowed the Company to monetize approximately $1.2 million of state research and development tax credits. The Company received this payment in the second quarter of 2011. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2015. Failure to do so could result in the repayment of some or all of these incentives. The Company deferred and is amortizing the benefit of this incentive on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2013 and 2012, the Company recognized $0.2 million and $0.5 million, respectively, of benefit in other income. For the year ended December 31, 2011, the Company did not recognize any benefit in other income. | |||||
In January 2013, the MLSC awarded the Company an additional $0.5 million of tax incentives under its Life Science Tax Incentive Program, which allows the Company to monetize approximately $0.4 million of state research and development tax credits. The Company received this payment in the fourth quarter of 2013. In exchange for these incentives, the Company pledged to hire an incremental 20 employees and to maintain the additional headcount through at least December 31, 2017. Failure to do so could result in the Company being required to repay some or all of these incentives. The Company has deferred and will amortize the benefit of this incentive on a straight-line basis over the five-year performance period, commencing with a cumulative catch-up when the pledge is achieved. | |||||
Deferred Financing Costs | |||||
The Company capitalizes certain legal, accounting and other fees that are directly associated with in-process debt and equity financings as current assets until such financings occur. In the case of an equity financing, after occurrence, these costs are recorded in equity or mezzanine equity, net of proceeds received. In the case of a debt financing, these costs are recorded as assets and amortized over the term of the debt. | |||||
In April 2012, the Company closed the initial public offering of its common stock. Upon closing, $2.7 million of deferred financing costs were netted against the equity proceeds within stockholders’ deficit. | |||||
In July 2013, the Company closed a follow-on underwritten public offering of additional shares of common stock and issued convertible senior notes in concurrent public offerings. Upon closing, $0.6 million of aggregate deferred financing costs were netted against the proceeds of these offerings. | |||||
Income Taxes | |||||
The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as components of income tax expense. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. | |||||
Goodwill and Intangible Assets | |||||
Goodwill and indefinite-lived intangible assets, including in-process research and development (“IPR&D”), are evaluated for impairment on an annual basis or more frequently if an indicator of impairment is present. No impairment of goodwill resulted from the Company’s most recent evaluation, which occurred in the third quarter of 2013. The Company’s next annual impairment evaluation will be made in the third quarter of 2014 unless indicators arise that would require the Company to evaluate at an earlier date. | |||||
When performing an evaluation of goodwill impairment, the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative two-step impairment test. If the Company elects this option and finds, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. This requires the Company to assess the impact of significant events, milestones and changes to expectations and activities that may have occurred since the last impairment evaluation. Significant changes to these estimates, judgments and assumptions could materially change the outcome of the impairment assessment. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. If such an election occurs, in the first step, the fair value of the Company’s reporting unit is compared to the carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value, then the Company would record an impairment loss equal to the difference. As described above, the Company operates in one operating segment, which is considered the only reporting unit. | |||||
The Company’s evaluation of IPR&D impairment included a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets was necessary. For all but one IPR&D asset, it was determined that it was not more likely than not that an impairment existed as of August 31, 2013 and, therefore, impairment evaluations were not performed. In this one case, because it was determined that it was more likely than not that an impairment of one IPR&D asset existed as of August 31, 2013, an impairment evaluation was performed. These determinations and the evaluation required management to make significant estimates, judgments and assumptions as to development activities and future commercial potential of IPR&D and to assess the impact of significant events, milestones and changes to expectations and activities that may have occurred since the last impairment evaluation. Specifically, management considered estimated time and cost until the expected commencement of commercial activities, estimates of expected future revenues and cash flows, estimates of probabilities of success of the Company’s IPR&D, estimates of expected intellectual property protection and discount rates. Significant changes to these estimates, judgments and assumptions could materially change the outcome of management’s impairment assessment. The impairment evaluation resulted in the Company recognizing a $0.8 million impairment charge related to an early-stage preclinical program, which was charged to research and development expense. See Note 8, “Goodwill and Intangible Assets, Net,” for additional information. | |||||
The Company commences amortization of indefinite-lived intangible assets, such as IPR&D, once the assets have reached technological feasibility or are determined to have an alternative future use and amortizes the assets over their estimated future lives. Amortization of remaining IPR&D has not commenced as of December 31, 2013. | |||||
Definite-lived intangible assets, such as core technology, are evaluated for impairment whenever events or circumstances indicate that the carrying value may not be fully recoverable. Definite-lived intangible assets are separate from goodwill and indefinite-lived intangible assets and are deemed to have a definite life. The Company amortizes these assets over their estimated useful lives. The Company has not recorded any impairment charges related to definite-lived intangible assets. | |||||
Subsequent Events | |||||
The Company has evaluated all events or transactions that occurred after December 31, 2013 up through the date the Company issued these financial statements. Other than the items discussed at Note 20, “Subsequent Events,” the Company did not have any other material recognizable or unrecognizable subsequent events. | |||||
Recent Accounting Pronouncements | |||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. For public companies, these amendments are effective prospectively for reporting periods beginning after December 15, 2012. Other than a change in presentation, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. | |||||
In July 2013, the FASB issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Marketable_Securities
Marketable Securities | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Marketable Securities | ' | ||||||||||||||||
3. Marketable Securities | |||||||||||||||||
Available-for-sale securities, all of which have maturities of twelve months or less, as of December 31, 2013 consisted of the following: | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
(in thousands) | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Commercial paper | $ | 49,685 | $ | — | $ | (5 | ) | $ | 49,680 | ||||||||
Corporate debt securities | 40,455 | — | (19 | ) | 40,436 | ||||||||||||
Total | $ | 90,140 | $ | — | $ | (24 | ) | $ | 90,116 | ||||||||
The aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months as of December 31, 2013 was $77.1 million, representing 21 securities. To determine whether an other-than-temporary impairment exists, the Company performs an analysis to assess whether it intends to sell, or whether it would more likely than not be required to sell, the security before the expected recovery of the amortized cost basis. Where the Company intends to sell a security, or may be required to do so, the security’s decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is recognized on the statement of comprehensive loss as an other-than-temporary impairment charge. When this is not the case, the Company performs additional analysis on all securities with unrealized losses to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where the Company does not expect to receive cash flows, based on using a single best estimate, sufficient to recover the amortized cost basis of a security and amount of the loss recognized in other income (expense). | |||||||||||||||||
Available-for-sale securities in an unrealized loss position as of December 31, 2013 consisted of the following: | |||||||||||||||||
Aggregate | Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
(in thousands) | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Commercial paper | $ | 36,683 | $ | (5 | ) | ||||||||||||
Corporate debt securities | 40,436 | (19 | ) | ||||||||||||||
$ | 77,119 | $ | (24 | ) | |||||||||||||
The Company does not intend to sell and it is not more likely than not that the Company will be required to sell the above investments before recovery of their amortized cost bases, which may be maturity. The Company determined that there was no material change in the credit risk of the above investments. As a result, the Company determined it did not hold any investments with an other-than-temporary-impairment as of December 31, 2013. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Loss Per Common Share | ' | ||||||||||||
4. Net Loss Per Common Share | |||||||||||||
Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred stock, stock options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. | |||||||||||||
The following table presents the computation of basic and diluted net loss per share available to common stockholders: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands, except per share amount) | 2013 | 2012 | 2011 | ||||||||||
Net Loss Per Share: | |||||||||||||
Numerator: | |||||||||||||
Net loss attributable to Merrimack Pharmaceuticals, Inc. | $ | (130,925 | ) | $ | (91,277 | ) | $ | (79,223 | ) | ||||
Plus: Unaccreted dividends on convertible preferred stock | — | (2,107 | ) | (7,789 | ) | ||||||||
Net loss available to common stockholders—basic and diluted | (130,925 | ) | (93,384 | ) | (87,012 | ) | |||||||
Denominator: | |||||||||||||
Weighted-average common shares—basic and diluted | 98,919 | 72,831 | 11,343 | ||||||||||
Net loss per share available to common stockholders—basic and diluted | $ | (1.32 | ) | $ | (1.28 | ) | $ | (7.67 | ) | ||||
As discussed in Note 11, “Borrowings,” in July 2013, the Company issued $125.0 million aggregate principal amount of 4.50% convertible senior notes due 2020 (the “Notes”) in an underwritten public offering. Upon any conversion of the Notes while the Company has indebtedness outstanding under the Loan and Security Agreement (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc. (“Hercules”), the Notes will be settled in shares of the Company’s common stock. Following the repayment and satisfaction in full of the Company’s obligations to Hercules under the Loan Agreement, upon any conversion of the Notes, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. For purposes of calculating the maximum dilutive impact, it is presumed that the conversion premium will be settled in common stock, inclusive of a contractual make-whole provision resulting from a fundamental change, and the resulting potential common shares included in diluted earnings per share if the effect is more dilutive. The stock options, warrants and conversion premium on the Notes are excluded from the calculation of diluted loss per share because the net loss for the years ended December 31, 2013, 2012 and 2011 causes such securities to be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Common stock warrants | 2,777 | 2,842 | 2,640 | ||||||||||
Convertible preferred stock | — | — | 66,256 | ||||||||||
Options to purchase common stock | 20,107 | 18,066 | 17,617 | ||||||||||
Convertible preferred stock warrants | — | — | 302 | ||||||||||
Conversion of the Notes | 25,000 | — | — |
License_and_Collaboration_Agre
License and Collaboration Agreements | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||
License and Collaboration Agreements | ' | ||||||||||||
5. License and Collaboration Agreements | |||||||||||||
Sanofi | |||||||||||||
On September 30, 2009, the Company entered into a license and collaboration agreement with Sanofi for the development and commercialization of a drug candidate being developed by the Company under the name MM-121. The agreement became effective on November 10, 2009 and Sanofi paid the Company a nonrefundable, noncreditable upfront license fee of $60.0 million. Over the life of the agreement, the Company has received total milestone payments of $25.0 million. These milestone payments were $10.0 million associated with dosing the first patient in a Phase 2 clinical trial in breast cancer in 2010, $10.0 million associated with dosing the first patient in a Phase 2 clinical trial in non-small cell lung cancer in 2011 and $5.0 million associated with dosing the first patient in a Phase 2 clinical trial in ovarian cancer in 2012. The Company is eligible to receive additional future development, regulatory and sales milestone payments as well as future royalty payments depending on the success of MM-121. | |||||||||||||
Under the agreement, Sanofi is responsible for all MM-121 development and manufacturing costs. The Company has the right, but not the obligation, to co-promote and commercialize MM-121 in the United States and to participate in the development of MM-121 through Phase 2 proof of concept trials. Also as part of the agreement, the Company was required to manufacture certain quantities of MM-121 and, at Sanofi’s and the Company’s option, may continue to manufacture additional quantities of MM-121 in the future. The Company has satisfied its manufacturing obligations under the agreement as of December 31, 2013. Sanofi reimburses the Company for direct costs incurred in both development and manufacturing and compensates the Company for its internal development efforts based on a full time equivalent (“FTE”) rate. | |||||||||||||
The Company applied revenue recognition guidance to determine whether the performance obligations under this collaboration, including the license, the right to future technology, back-up compounds, participation on steering committees, development services and manufacturing services, could be accounted for separately or as a single unit of accounting. The Company determined that its development services performance obligation is considered a separate unit of accounting as it is set at the Company’s option, has stand-alone value and the FTE rate is considered fair value. Therefore, the Company recognizes cost reimbursements for MM-121 development services within the period they are incurred and billable. Billable expenses are defined during each specified budget period. For the year ended December 31, 2013, this specified budget period is the 12-month annual period ended December 31, 2013. In the event that total development services expense incurred and expected to be incurred, during any particular budget period, exceed the total contractually allowed billable amount for development services during the same period, the Company recognizes only a percentage of the development services incurred as revenue during that period. This percentage is calculated as total development services expense incurred during the specified budget period divided by the sum of total development services expense incurred plus estimated development services expense to be incurred during the specified period, multiplied by the total contractually allowed billable amount for development services during the specified period, less development services revenue previously recognized within the specified period. The Company determined that the license, the right to future technology, back-up compounds, participation on steering committees and manufacturing services performance obligations represented a single unit of accounting. As the Company cannot reasonably estimate its level of effort over the collaboration, the Company recognizes revenue from the upfront payment, milestone payment and manufacturing services payments using the contingency-adjusted performance model over the expected development period, which is currently estimated to be 12 years from the effective date of the agreement. Under this model, when a milestone is earned or manufacturing services are rendered and product is delivered, revenue is immediately recognized on a pro-rata basis in the period the milestone was achieved or product was delivered based on the time elapsed from the effective date of the agreement. Thereafter, the remaining portion is recognized on a straight-line basis over the remaining development period. | |||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company recognized revenue based on the following components of the Sanofi agreement: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Upfront payment | $ | 5,000 | $ | 5,000 | $ | 5,000 | |||||||
Milestone payment | 2,083 | 2,975 | 2,616 | ||||||||||
Development services | 36,283 | 36,905 | 25,053 | ||||||||||
Manufacturing services and other | 3,867 | 3,307 | 1,456 | ||||||||||
Total | $ | 47,233 | 48,187 | $ | 34,125 | ||||||||
The Company performs development services for which revenue is recognized under the Sanofi agreement in accordance with the specified budget period. During the year and specified budget period ended December 31, 2013, the Company performed $10.1 million of development services in excess of recognized revenue. During the years ended December 31, 2012 and 2011, development services approximated recognized revenue. | |||||||||||||
As of December 31, 2013 and 2012, the Company maintained the following assets and liabilities related to the Sanofi agreement: | |||||||||||||
December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Accounts receivable, billed | $ | 2,357 | $ | 1,577 | |||||||||
Accounts receivable, unbilled | 3,417 | 7,690 | |||||||||||
Deferred revenues | 73,392 | 79,913 | |||||||||||
PharmaEngine, Inc. | |||||||||||||
On May 5, 2011, the Company entered into an assignment, sublicense and collaboration agreement with PharmaEngine, Inc. (“PharmaEngine”) under which the Company reacquired rights in Europe and certain countries in Asia to a drug being developed under the name MM-398. In exchange, the Company agreed to pay PharmaEngine a nonrefundable, noncreditable upfront payment of $10.0 million and will be required to pay up to an aggregate of $80.0 million in development and regulatory milestone payments and $130.0 million in sales milestone payments upon the achievement of specified development, regulatory and annual net sales milestones. During the first quarter of 2012, the Company paid a milestone of $5.0 million under the collaboration agreement with PharmaEngine in connection with dosing the first patient in a Phase 3 clinical trial of MM-398 in pancreatic cancer. PharmaEngine is also entitled to tiered royalties on net sales of MM-398 in Europe and certain countries in Asia. The Company is responsible for all future development costs of MM-398 except those required specifically for regulatory approval in Taiwan. | |||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company recognized research and development expenses of $1.5 million, $6.2 million and $11.2 million, respectively, related to the agreement with PharmaEngine. These amounts include a $5.0 million milestone payment expensed in the year ended December 31, 2012 and a $10.0 million upfront payment expensed in the year ended December 31, 2011. As of December 31, 2013 and 2012, the Company had amounts accrued and payable of $0.6 million and $0.3 million, respectively, related to the agreement with PharmaEngine. | |||||||||||||
Actavis | |||||||||||||
In November 2013, the Company and Actavis entered into a development, license and supply agreement pursuant to which the Company will develop, manufacture and exclusively supply the bulk form of doxorubicin HCl liposome injection (the “Initial Product”) to Actavis. Under the agreement, Actavis is responsible for all costs related to finished product processing and global commercialization. Pursuant to the agreement, additional products may be developed for Actavis in the future. The Company is eligible to receive up to $15.5 million, including $2.0 million upfront, which was received in December 2013, and the remainder in development funding and development, regulatory and commercial milestone payments related to the Initial Product. The Company will also receive a double digit share of net profits on global sales of the Initial Product and any additional products. The Company will manufacture and supply the Initial Product to Actavis in bulk form at an agreed upon unit price. | |||||||||||||
The agreement will expire with respect to each product ten years after Actavis’ first sale of such product, unless terminated earlier, and will automatically renew for additional two year periods thereafter unless either party provides notice of non-renewal. Either party may terminate the agreement in the event of an uncured material breach or bankruptcy filing by the other party. Actavis may also terminate the agreement for convenience in specified circumstances upon 90 days’ prior written notice. | |||||||||||||
The Company applied revenue recognition guidance to determine whether the performance obligations under this collaboration, including the license, participation on steering committees, development services, and manufacturing and supply services could be accounted for separately or as a single unit of accounting. The Company determined that these obligations represent a single unit of accounting and will recognize revenue as product is supplied to Actavis. Therefore, the Company has deferred total billed and billable milestones and development expenses of $2.1 million as of December 31, 2013. | |||||||||||||
GTC Biotherapeutics, Inc. | |||||||||||||
In July 2009, the Company entered into a license agreement with GTC Biotherapeutics, Inc. (“GTC”) for the development of MM-093 by GTC. On March 19, 2013, GTC terminated the license agreement. As a result, the Company recognized the remaining $0.6 million of deferred revenue related to this license agreement during the first quarter of 2013. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
6. Fair Value of Financial Instruments | |||||||||||||
The carrying value of financial instruments, including cash and cash equivalents, restricted cash, available-for-sale securities, prepaid expenses, accounts receivable, accounts payable and accrued expenses, and other short-term assets and liabilities approximate their respective fair values due to the short-term maturities of these instruments and debts. The derivative liability is also carried at fair value. | |||||||||||||
Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. As a basis for considering such assumptions, GAAP establishes a three-tier value hierarchy, which prioritizes the inputs used to develop the assumptions and for measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. | |||||||||||||
Recurring Fair Value Measurement | |||||||||||||
The following tables show assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012 and the input categories associated with those assets and liabilities: | |||||||||||||
As of December 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | |||||||||||||
Assets: | |||||||||||||
Cash equivalents—money market funds | $ | 47,740 | $ | — | $ | — | |||||||
Cash equivalents—commercial paper | — | 13,998 | — | ||||||||||
Investments—commercial paper | — | 49,680 | — | ||||||||||
Investments—corporate debt securities | — | 40,436 | — | ||||||||||
As of December 31, 2012 | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | |||||||||||||
Assets: | |||||||||||||
Cash equivalents—money market funds | $ | 25,668 | $ | — | $ | — | |||||||
Cash equivalents—certificates of deposit | — | 480 | — | ||||||||||
Cash equivalents—corporate debt securities | — | 5,017 | — | ||||||||||
Investments—certificates of deposit | — | 240 | — | ||||||||||
Investments—commercial paper | — | 12,465 | — | ||||||||||
Investments—corporate debt securities | — | 59,533 | — | ||||||||||
Liabilities: | |||||||||||||
Derivative liability | — | — | 196 | ||||||||||
The Company’s investment portfolio consists of investments classified as cash equivalents and available-for-sale securities. All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company’s cash and cash equivalents are invested in U.S. treasury and various corporate debt securities that approximate their face value. All marketable securities with an original maturity when purchased of greater than three months are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. | |||||||||||||
The fair value of the derivative liability as of December 31, 2012 and throughout the year ended December 31, 2013 was determined using a probability-weighted valuation model based on the likelihood of Silver Creek achieving a qualified financing. The significant unobservable input used in the fair value measurement of the Company’s derivative liability was the probability of Silver Creek’s successful achievement of aggregate financings of at least $4.0 million of gross proceeds prior to December 31, 2013. As discussed in Note 11, “Borrowings,” Silver Creek’s derivative liability was remeasured upon the maturation and conversion of the underlying note payable on December 31, 2013 to a zero percent probability of achieving the aggregate financings and converting at a discount, with the change in fair value recognized in other income. | |||||||||||||
The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 instruments, for the years ended December 31, 2013 and 2012: | |||||||||||||
(in thousands) | Convertible | Derivative Liability | |||||||||||
preferred | |||||||||||||
stock warrants | |||||||||||||
Balance, December 31, 2011 | $ | 1,516 | $ | — | |||||||||
Unrealized gain included in other income (expense) | (587 | ) | — | ||||||||||
Reclassification to common stock warrants | (929 | ) | — | ||||||||||
Portion of convertible note allocated to derivative | — | 196 | |||||||||||
Balance, December 31, 2012 | $ | — | $ | 196 | |||||||||
Portion of convertible note allocated to derivative | — | 35 | |||||||||||
Remeasurement of derivative liability upon conversion of underlying note | — | (231 | ) | ||||||||||
Balance, December 31, 2013 | $ | — | $ | — | |||||||||
Non-Recurring Fair Value Measurements | |||||||||||||
Certain assets, including IPR&D, may be measured at fair value on a non-recurring basis in periods subsequent to initial recognition. During the third quarter of 2013, the Company made a decision to deprioritize and delay efforts to further develop an early-stage preclinical program. As a result of this decision, in connection with the Company’s annual impairment test performed in the third quarter of 2013, the fair value estimate for the IPR&D asset related to the early-stage preclinical program incorporated the assumptions of significantly lower estimated cash flows from future revenues and a delay in when those cash flows would occur. The fair value was derived from assumptions that are representative of those a market participant would use in estimating fair value. The impairment analysis resulted in the Company recognizing a $0.8 million impairment charge related to the early-stage preclinical program, which was charged to research and development expense. | |||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s non-recurring Level 3 inputs: | |||||||||||||
Fair Value as of | Valuation | Unobservable Input | Percentage | ||||||||||
August 31, 2013 | Technique | ||||||||||||
(in thousands) | |||||||||||||
IPR&D asset | $ | — | Income approach—Probability weighted discounted cash flow analysis | Discount rate | 25.7 | % | |||||||
Other Fair Value Measurements | |||||||||||||
The estimated fair value and carrying value of the $125.0 million aggregate principal amount of the Notes was $127.5 million and $125.0 million, respectively, as of December 31, 2013. The Company estimated the fair value of the Notes by using a quoted market rate in an inactive market, which is classified as a Level 2 input. | |||||||||||||
The estimated fair value and carrying value of the Hercules loans payable was $39.5 million and $40.3 million, respectively, as of December 31, 2013. The Company estimated the fair value of the loans payable by using publically available information related to Hercules’ portfolio of debt investments based on unobservable inputs, which is classified as a Level 3 input. |
Consolidated_Subsidiaries
Consolidated Subsidiaries | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Consolidated Subsidiaries | ' |
7. Consolidated Subsidiaries | |
Hermes BioSciences, Inc. | |
On October 6, 2009, (the “Acquisition Date”), the Company completed the acquisition of all outstanding shares of Hermes, a privately-held biotechnology company developing lipidic nano-carriers to allow for targeted delivery of small molecule drugs, including chemotherapies, with the goal of improving cancer treatment safety and efficacy. | |
Silver Creek Pharmaceuticals, Inc. | |
On August 20, 2010, the Company acquired a controlling interest in Silver Creek. In December 2012, as described in Note 11, “Borrowings,” Silver Creek entered into a Note Purchase Agreement pursuant to which it issued convertible notes to various lenders in aggregate principal amounts of $1.6 million in December 2012, $0.3 million in February 2013 and $0.6 million in December 2013. As of December 31, 2013, Silver Creek’s outstanding borrowings and related accrued interest of $2.6 million converted to shares of Silver Creek Series A preferred stock at the Series A preferred stock value of $1.00 per share. As a result of changes to the ownership composition of Silver Creek, the non-controlling interest increased by $0.8 million. As of December 31, 2013 and 2012, the Company owned 64% and 74% of the voting stock of Silver Creek, respectively, and recorded a non-controlling interest of $337,000 and $97,000, respectively, as a component of mezzanine equity on the Company’s consolidated balance sheets based on the terms of the Silver Creek Series A preferred stock. | |
As of December 31, 2013, the Company consolidated Silver Creek’s total assets and total liabilities of $1.0 million and $0.1 million, respectively. As of December 31, 2012, the Company consolidated Silver Creek’s total assets and total liabilities of $2.2 million and $1.8 million, respectively. | |
As of December 31, 2013 and 2012, employees and directors of the Company owned approximately 7% and 6% of the outstanding shares of Silver Creek Series A preferred stock, respectively. | |
Merrimack Pharmaceuticals (Bermuda) Ltd. | |
Merrimack Pharmaceuticals (Bermuda) Ltd. was incorporated in Bermuda during 2011, is wholly owned by the Company and holds certain intellectual property rights with respect to MM-398. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets, Net | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Goodwill and Intangible Assets, Net | ' | ||||||||||||
8. Goodwill and Intangible Assets, Net | |||||||||||||
As part of the acquisition of Hermes, the Company recognized acquired IPR&D of $7.0 million related to several development programs: an antibody-targeted nanotherapeutic that contains a chemotherapy drug, a nanotherapeutic that contains a chemotherapy drug and other early-stage preclinical programs in the amounts of $2.8 million, $3.4 million and $0.8 million, respectively. The Company also acquired intangible assets of $3.2 million related to core nano-carrier technology. These values were determined at the time of acquisition by estimating the costs to develop the acquired IPR&D into commercially viable products, estimating the net cash flows from such projects and discounting the net cash flows back to their present values. The probability of success factors and discount rates used for each project considered the uncertainty surrounding the successful development of the acquired IPR&D. | |||||||||||||
As of December 31, 2013 and 2012, none of the IPR&D projects have reached technological feasibility nor do they have any alternative future use. Therefore, the Company has not commenced amortization of those assets. The full value of the antibody-targeted nanotherapeutic that contains a chemotherapy drug and the nanotherapeutic that contains a chemotherapy drug recorded at the Acquisition Date remained unchanged as of December 31, 2013 and 2012. The core technology asset is being amortized on a straight-line basis over a period of ten years, which is management’s best estimate of the useful life of this technology. The deprioritization and delay of the other early-stage preclinical programs during the year ended December 31, 2013 resulted in an impairment charge of $0.8 million during the third quarter of 2013. | |||||||||||||
Changes in the carrying value of goodwill, IPR&D and intangible assets for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
(in thousands) | Intangible | IPR&D | Goodwill | ||||||||||
assets | |||||||||||||
Balance, December 31, 2010 | $ | 2,805 | $ | 7,010 | $ | 3,605 | |||||||
Amortization | (320 | ) | — | — | |||||||||
Balance, December 31, 2011 | 2,485 | 7,010 | 3,605 | ||||||||||
Amortization | (320 | ) | — | — | |||||||||
Balance, December 31, 2012 | 2,165 | 7,010 | 3,605 | ||||||||||
Amortization | (320 | ) | — | — | |||||||||
Impairment | — | (810 | ) | — | |||||||||
Balance, December 31, 2013 | $ | 1,845 | $ | 6,200 | $ | 3,605 | |||||||
Definite-lived intangible assets subject to amortization consist of core technology acquired from Hermes. The Company commenced amortization of these assets as of the Acquisition Date on a straight-line basis over a period of ten years, which is the estimated useful life of this technology. Amortization expense is expected to be as follows for the next five-year period: | |||||||||||||
Years Ended December 31, | (in thousands) | ||||||||||||
2014 | $ | 320 | |||||||||||
2015 | 320 | ||||||||||||
2016 | 320 | ||||||||||||
2017 | 320 | ||||||||||||
2018 | 320 |
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment, Net | ' | ||||||||
9. Property and Equipment, Net | |||||||||
Property and equipment consisted of the following: | |||||||||
December 31, | |||||||||
(in thousands) | 2013 | 2012 | |||||||
Lab equipment | $ | 13,714 | $ | 12,616 | |||||
IT equipment | 2,701 | 2,346 | |||||||
Leasehold improvements | 10,523 | 8,200 | |||||||
Furniture and fixtures | 340 | 330 | |||||||
Construction in process | 7,635 | 1,774 | |||||||
34,913 | 25,266 | ||||||||
Less: Accumulated depreciation and amortization | (21,549 | ) | (18,969 | ) | |||||
$ | 13,364 | $ | 6,297 | ||||||
Depreciation expense was $2.8 million, $3.5 million and $5.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. Capitalized interest costs were immaterial for the years ended December 31, 2013 and 2012. There were no capitalized interest costs for the year ended December 31, 2011. | |||||||||
During the years ended December 31, 2013 and 2012, the Company disposed of $0.2 million and $0.7 million of fully depreciated assets. No fixed assets were disposed of or sold during the year ended December 31, 2011. | |||||||||
There were no recognized impairment charges related to fixed assets in the years ended December 31, 2013, 2012 or 2011. |
Accounts_Payables_Accrued_Expe
Accounts Payables, Accrued Expenses and Other | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accounts Payables, Accrued Expenses and Other | ' | ||||||||
10. Accounts Payables, Accrued Expenses and Other | |||||||||
Accounts payable, accrued expenses and other as of December 31, 2013 and 2012 consisted of the following: | |||||||||
December 31, | |||||||||
(in thousands) | 2013 | 2012 | |||||||
Accounts payable | $ | 1,889 | $ | 283 | |||||
Accrued goods and services | 26,031 | 17,615 | |||||||
Accrued payroll and related benefits | 7,255 | 5,853 | |||||||
Accrued interest | 2,926 | 306 | |||||||
Accrued dividends payable | 25 | 28 | |||||||
Deferred tax incentives | 688 | 512 | |||||||
Derivative liability | — | 196 | |||||||
Other contractual liability | — | 851 | |||||||
Total accounts payable, accrued expenses and other | $ | 38,814 | $ | 25,644 | |||||
Borrowings
Borrowings | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Borrowings | ' | ||||||||
11. Borrowings | |||||||||
Future minimum payments under indebtedness agreements outstanding as of December 31, 2013 are as follows: | |||||||||
Years Ending December 31: | 4.50% Convertible | Loan | |||||||
(in thousands) | Senior Notes | Agreement | |||||||
2014 | $ | 5,594 | $ | 12,353 | |||||
2015 | 5,625 | 18,130 | |||||||
2016 | 5,625 | 17,916 | |||||||
2017 | 5,625 | — | |||||||
2018 and thereafter | 141,875 | — | |||||||
$ | 164,344 | $ | 48,399 | ||||||
Less interest | (39,344 | ) | (7,199 | ) | |||||
Less unamortized discount | (52,422 | ) | (2,103 | ) | |||||
Less current portion | — | (8,248 | ) | ||||||
Loans payable, net of current portion | $ | 72,578 | $ | 30,849 | |||||
4.50% Convertible Senior Notes | |||||||||
In July 2013, the Company issued $125.0 million aggregate principal amount of Notes in an underwritten public offering. The Company issued the Notes under an indenture, dated as of July 17, 2013 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the supplemental indenture, dated as of July 17, 2013, between the Company and the Trustee (together with the Base Indenture, the “Indenture”). As a result of the Notes offering, the Company received net proceeds of approximately $120.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. | |||||||||
The Notes bear interest at a rate of 4.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2014. The Notes are general unsecured senior obligations of the Company and rank (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. | |||||||||
The Notes will mature on July 15, 2020 (the “Maturity Date”), unless earlier repurchased by the Company or converted at the option of holders. Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding April 15, 2020 only under the following circumstances: | |||||||||
• | during any calendar quarter commencing after September 30, 2013 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; | ||||||||
• | during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Notes) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or | ||||||||
• | upon the occurrence of specified corporate events set forth in the Indenture. | ||||||||
On or after April 15, 2020 until the close of business on the business day immediately preceding the Maturity Date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon any conversion of Notes that occurs while the Company’s indebtedness to Hercules under the Loan Agreement remains outstanding, the Notes will be settled in shares of the Company’s common stock. Following the repayment and satisfaction in full of the Company’s obligations to Hercules under the Loan Agreement, upon any conversion of the Notes, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock. | |||||||||
The initial conversion rate of the Notes is 160 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $6.25 per share of common stock. The initial conversion price represents a premium of 25% over the public offering price per share of $5.00 in the Company’s concurrent underwritten public offering of common stock, as described in Note 13, “Common Stock.” The conversion rate will be subject to adjustment in some events, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the Maturity Date, the Company will increase the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event in certain circumstances. | |||||||||
Upon the occurrence of a fundamental change (as defined in the Indenture) involving the Company, holders of the Notes may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. | |||||||||
The Indenture contains customary terms and covenants and events of default with respect to the Notes. If an event of default (as defined in the Indenture) occurs and is continuing, the Trustee by written notice to the Company, or the holders of at least 25% in aggregate principal amount of the Notes then outstanding by written notice to the Company and the Trustee, may, and the Trustee at the request of such holders shall, declare 100% of the principal of and accrued and unpaid interest on the Notes to be due and payable. In the case of an event of default arising out of certain events of bankruptcy, insolvency or reorganization involving the Company or a significant subsidiary (as set forth in the Indenture), 100% of the principal of and accrued and unpaid interest on the Notes will automatically become due and payable. | |||||||||
The Company has separately accounted for the liability and equity components of the Notes by bifurcating gross proceeds between the indebtedness, or liability component, and the embedded conversion option, or equity component. This bifurcation was done by estimating an effective interest rate as of the date of issuance for similar notes which do not contain an embedded conversion option. This effective interest rate was estimated to be 15% and was used to compute the initial fair value of the indebtedness of $71.2 million. The gross proceeds received from the issuance of the Notes less the initial amount allocated to the indebtedness resulted in a $53.8 million allocation to the embedded conversion option. The embedded conversion option was recorded in stockholders’ deficit and as debt discount, to be subsequently amortized as interest expense over the term of the Notes. Underwriting discounts and commissions and offering expenses totaled $4.4 million and were allocated to the indebtedness and the embedded conversion option based on their relative values. As a result, $2.5 million attributable to the indebtedness was recorded as debt discount, to be subsequently amortized as interest expense over the term of the Notes, and $1.9 million attributable to the embedded conversion option was netted with the embedded conversion option in stockholders’ deficit. | |||||||||
For the year ended December 31, 2013, interest expense related to the outstanding principal balance of the Notes was $6.2 million. | |||||||||
Loan Agreement | |||||||||
In November 2012, the Company entered into the Loan Agreement with Hercules pursuant to which the Company received loans in the aggregate principal amount of $40.0 million in 2012. In July 2013, in connection with the Notes offering, the Company and Hercules entered into an amendment, consent and waiver to the Loan Agreement that permitted the Notes offering and the issuance of the Notes. The term loans bear interest at an annual rate equal to the greater of 10.55% and 10.55% plus the prime rate of interest minus 5.25%, but may not exceed 12.55%. Net proceeds from both advances received during the fourth quarter of 2012 were $39.6 million. | |||||||||
The Loan Agreement provides for interest-only payments for twelve months and repayment of the aggregate outstanding principal balance of the loans in monthly installments starting on December 1, 2013 and continuing through May 1, 2016. In the event the Company receives aggregate gross proceeds of at least $75.0 million in one or more transactions prior to December 1, 2013, the Company has the option to elect to extend the interest-only period by six months so that the aggregate outstanding principal balance of the loans issued pursuant to the Loan Agreement would be repaid in monthly installments starting on June 1, 2014 and continuing through November 1, 2016. At the Company’s option, the Company may elect to prepay all or any part of the outstanding term loans without penalty. As described above and in Note 13, “Common Stock,” in July 2013, the Company sold an aggregate of 5,750,000 shares of its common stock to the public at a price to the public of $5.00 per share and issued $125.0 million aggregate principal amount of Notes in concurrent underwritten public offerings, and as a result of these offerings, the Company received aggregate net proceeds in excess of $75.0 million. On October 27, 2013, the Company notified Hercules of its election to extend the interest-only period as permitted under the Loan Agreement. | |||||||||
In connection with the Loan Agreement, the Company granted Hercules a security interest in all of the Company’s personal property now owned or hereafter acquired, excluding intellectual property but including the proceeds from the sale, if any, of intellectual property, and a negative pledge on intellectual property. The Loan Agreement also contains certain representations, warranties and non-financial covenants of the Company. In addition, the Loan Agreement grants Hercules an option to purchase up to an aggregate of $1.0 million of the Company’s equity securities sold to institutional accredited investors in a private financing within one year after the closing of the Loan Agreement upon the same terms and conditions afforded to such investors. | |||||||||
The Loan Agreement defines events of default to include the occurrence of an event that results in a material adverse effect upon the Company’s business, operations, properties, assets or condition (financial or otherwise); the Company’s ability to perform its obligations when due in accordance with the terms of the Loan Agreement, or upon the ability of Hercules to enforce any of its rights or remedies with respect to such obligations; or the collateral under the Loan Agreement or Hercules’ liens on such collateral or the priority of such liens. As of December 31, 2013, there have been no events of default under the Loan Agreement. | |||||||||
Upon full repayment or maturity of the loans, the Company is required to pay Hercules a fee of $1.2 million, which has been recorded as a discount to the loans and as a long-term liability on the consolidated balance sheets. Additionally, the Company reimbursed Hercules for costs incurred related to the loans, which has been reflected as a discount to the carrying value of the loans. The Company is amortizing these loan discounts totaling $1.6 million to interest expense over the term of the loans using the effective interest method. For the years ended December 31, 2013 and 2012, interest expense related to the Hercules loans payable were $4.9 million and $0.5 million, respectively. | |||||||||
Convertible Notes—Silver Creek | |||||||||
In December 2012, as described in Note 2, “Summary of Significant Accounting Policies–Derivative Liability,” the Company’s majority owned subsidiary, Silver Creek, entered into a Note Purchase Agreement pursuant to which it issued convertible notes to various lenders in aggregate principal amounts of $1.6 million in December 2012, $0.3 million in February 2013 and $0.6 million in December 2013. The notes issued pursuant to the Note Purchase Agreement bore interest at 6% per annum. Upon issuance, these convertible notes contained a feature wherein at any time prior to maturity Silver Creek enters into a qualifying equity financing, defined as a sale or series of related sales of equity securities prior to the maturity date and resulting in at least $4.0 million of gross proceeds, the notes would automatically convert into the next qualifying equity financing at a 25% discount. The Company determined that this convertible feature met the definition of a derivative and required separate accounting treatment. The derivative was estimated to be valued at $0.2 million for the year ended December 31, 2012 using a probability-weighted model as described in Note 6, “Fair Value of Financial Instruments—Recurring Fair Value Measurement,” and was recorded as derivative liability on the consolidated balance sheets. For the year ended December 31, 2013, the derivative was remeasured upon conversion with the gain in remeasurement recognized in other income. The notes matured and converted, along with accrued interest of $0.1 million, into shares of Silver Creek Series A preferred stock on December 31, 2013. Upon conversion, the Company’s ownership percentage of Silver Creek outstanding preferred stock decreased from 74% to 64%, and a $0.8 million increase to non-controlling interest was recognized. |
Stock_Warrants
Stock Warrants | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||
Stock Warrants | ' | ||||||||||||||||
12. Stock Warrants | |||||||||||||||||
The following is a description of the common and convertible preferred stock warrant activity of the Company: | |||||||||||||||||
(in thousands, except per share amounts) | Warrants | Weighted | Warrants | Weighted | |||||||||||||
for the | Average | for the | Average | ||||||||||||||
Purchase of | Exercise | Purchase of | Exercise | ||||||||||||||
Common | Price | Convertible | Price | ||||||||||||||
Stock | Preferred | ||||||||||||||||
Stock | |||||||||||||||||
Balance—December 31, 2010 | 2,937 | $ | 2.93 | 306 | $ | 3.48 | |||||||||||
Expired | (1 | ) | $ | 2.47 | — | — | |||||||||||
Exercised | (296 | ) | $ | 2.46 | (4 | ) | $ | 1.89 | |||||||||
Balance—December 31, 2011 | 2,640 | $ | 2.98 | 302 | $ | 3.5 | |||||||||||
Conversion | 302 | $ | 3.5 | (302 | ) | $ | 3.5 | ||||||||||
Exercised | (100 | ) | $ | 2.63 | — | — | |||||||||||
Balance—December 31, 2012 | 2,842 | $ | 3.05 | — | — | ||||||||||||
Exercised | (65 | ) | $ | 2.82 | |||||||||||||
Balance—December 31, 2013 | 2,777 | $ | 3.05 | — | — | ||||||||||||
During the year ended December 31, 2012, warrants to purchase approximately 100,000 shares of common stock were cashless exercised and 71,000 shares of common stock were issued. During the year ended December 31, 2013, warrants to purchase approximately 65,000 shares of common stock were cashless exercised and 35,000 shares of common stock were issued. |
Common_Stock
Common Stock | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Common Stock | ' | ||||||||
13. Common Stock | |||||||||
In July 2013, the Company sold an aggregate of 5,750,000 shares of its common stock at a price to the public of $5.00 per share in an underwritten public offering and received net proceeds of approximately $26.7 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. | |||||||||
During the first quarter of 2012, the Company amended its certificate of incorporation to increase the number of authorized shares of common stock to 200.0 million shares of $0.01 par value common stock. As of December 31, 2013 and 2012, the Company had 200.0 million shares of $0.01 par value common stock authorized. There were approximately 102,523,000 and 95,825,000 shares of common stock issued and outstanding as of December 31, 2013 and 2012, respectively. The shares reserved for future issuance as of December 31, 2013 and 2012 consisted of the following: | |||||||||
(in thousands) | December 31, 2013 | December 31, 2012 | |||||||
Common stock warrants | 2,777 | 2,842 | |||||||
Options to purchase common stock | 20,107 | 18,066 | |||||||
Conversion of the Notes | 25,000 | — |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
14. Stock-Based Compensation | |||||||||||||||||
Prior to 2008, the Company granted equity awards to employees, officers and consultants under the 1999 Stock Option Plan (as amended, the “1999 Plan”). In 2008, the Company adopted the 2008 Stock Incentive Plan (as amended, the “2008 Plan”) for employees, officers, directors, consultants and advisors and decided that no additional shares of common stock would be issued under the 1999 Plan. The 2011 Stock Incentive Plan (the “2011 Plan”) became effective upon closing of the Company’s initial public offering in April 2012. Upon effectiveness of the 2011 Plan, no further awards were available to be issued under the 2008 Plan. The 2011 Plan is administered by the Board of Directors of the Company and permits the Company to grant incentive and non-qualifiedstock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The 2011 Plan increased the total number of shares of common stock available to be issued by 3.5 million, for a total of 4.3 million shares. Additional shares also become available for grant by reason of the forfeiture, cancellation, expiration or termination of existing awards. In February 2013, the Company registered 3.4 million additional shares of common stock related to the 2011 Plan. As of December 31, 2013, there were 1.7 million shares of common stock available to be issued under the 2011 Plan. | |||||||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company issued options to purchase 3.3 million, 3.3 million and 2.3 million shares of common stock, respectively. These options generally vest over a three-year period for employees. Prior to the closing of the Company’s initial public offering in April 2012, options previously granted to directors had vested immediately. After the closing of the Company’s initial public offering in April 2012, options granted to directors vest over a one-year period. During the years ended December 31, 2013, 2012 and 2011, the Company also issued options to purchase less than 0.1 million shares of common stock to non-employees in each period. The assumptions used to estimate the fair value of options granted to non-employees at the date of grant were materially consistent with those used for employee and director grants. | |||||||||||||||||
The Company recognized stock-based compensation expense as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||||||
Employee awards: | |||||||||||||||||
Research and development | $ | 5,954 | $ | 4,234 | $ | 3,597 | |||||||||||
General and administrative | 4,808 | 2,510 | 2,875 | ||||||||||||||
Stock-based compensation for employee awards | 10,762 | 6,744 | 6,472 | ||||||||||||||
Stock-based compensation for non-employee awards | (29 | ) | 145 | 480 | |||||||||||||
Total stock-based compensation | $ | 10,733 | $ | 6,889 | $ | 6,952 | |||||||||||
The stock-based compensation for non-employee awards recognized during the year ended December 31, 2013 was negative due to the change in fair value of the options granted during previous periods. | |||||||||||||||||
The fair value of employee options granted during the years ended December 31, 2013, 2012 and 2011 was estimated at the date of grant using the following assumptions: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Risk-free interest rate | 0.1 – 1.9 | % | 0.7 – 1.1 | % | 1.3 –2.5 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Expected term | 5.3 – 5.9 years | 5 – 5.9 years | 5 – 5.9 years | ||||||||||||||
Expected volatility | 67 – 70 | % | 66 – 72 | % | 71 – 73 | % | |||||||||||
The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The computation of expected volatility is based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Management estimates expected forfeitures based on historical experience and recognizes compensation costs only for those equity awards expected to vest. | |||||||||||||||||
The following table summarizes stock option activity: | |||||||||||||||||
Shares | Weighted Average | Weighted Average | Aggregate | ||||||||||||||
Exercise Price | Remaining | Intrinsic Value | |||||||||||||||
Contractual Term | |||||||||||||||||
Outstanding at December 31, 2012 | 18,066 | $ | 3.5 | 6.54 | $ | 51,486 | |||||||||||
Granted | 3,286 | $ | 6.04 | ||||||||||||||
Exercised | (913 | ) | $ | 2.23 | |||||||||||||
Cancelled | (332 | ) | $ | 6.02 | |||||||||||||
Outstanding at December 31, 2013 | 20,107 | $ | 3.93 | 6.11 | $ | 38,348 | |||||||||||
Vested and expected to vest at December 31, 2013 | 19,829 | $ | 3.89 | 6.07 | $ | 38,307 | |||||||||||
Exercisable at December 31, 2013 | 15,672 | $ | 3.19 | 5.33 | $ | 37,861 | |||||||||||
The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock. The aggregate intrinsic value of options exercised in 2013, 2012 and 2011 was $2.7 million, $13.7 million and $1.4 million, respectively. | |||||||||||||||||
As of December 31, 2013, there was $15.9 million of total unrecognized compensation cost related to nonvested employee stock awards. As of December 31, 2013, the Company expects to recognize those costs over a weighted average period of approximately 1.8 years. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Taxes | ' | ||||||||||||||||
15. Income Taxes | |||||||||||||||||
As a result of losses incurred, the Company did not provide for any income taxes in the years ended December 31, 2013, 2012 and 2011. A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Federal income tax at statutory federal rate | 35 | % | 35 | % | 35 | % | |||||||||||
State taxes | 4.3 | 4.5 | 4.2 | ||||||||||||||
Permanent differences | (2.0 | ) | (0.2 | ) | (0.4 | ) | |||||||||||
Stock-based compensation | (0.6 | ) | (0.3 | ) | (1.2 | ) | |||||||||||
Tax credits | 12.4 | 1.1 | 3.9 | ||||||||||||||
Foreign rate differential | (2.8 | ) | (4.1 | ) | (4.4 | ) | |||||||||||
Other | (1.5 | ) | (0.5 | ) | (0.8 | ) | |||||||||||
Change in valuation allowance | (44.8 | ) | (35.5 | ) | (36.3 | ) | |||||||||||
— | % | — | % | — | % | ||||||||||||
During the year ended December 31, 2013, the Company recorded a deferred tax liability related to the embedded conversion option of the 4.50% convertible senior notes through equity. This deferred tax liability is reflected in the deferred tax table below, but is appropriately excluded from the effective tax rate. | |||||||||||||||||
Temporary differences that give rise to significant net deferred tax assets as of December 31, 2013 and 2012 are as follows: | |||||||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||||||
Deferred tax assets | |||||||||||||||||
Net operating losses | $ | 113,843 | $ | 77,806 | |||||||||||||
Capitalized research and development expenses | 32,771 | 40,083 | |||||||||||||||
Credit carryforwards | 37,304 | 14,398 | |||||||||||||||
Depreciation | 2,735 | 2,931 | |||||||||||||||
Deferred compensation | 8,249 | 5,068 | |||||||||||||||
Accrued expenses | 841 | 1,184 | |||||||||||||||
Deferred revenue | 28,381 | 29,936 | |||||||||||||||
Other temporary differences | 5,885 | 1,934 | |||||||||||||||
Total gross deferred tax asset | 230,009 | 173,340 | |||||||||||||||
Valuation allowance | (207,304 | ) | (169,651 | ) | |||||||||||||
Net deferred tax asset | 22,705 | 3,689 | |||||||||||||||
Deferred tax liabilities | |||||||||||||||||
Intangible assets | (3,234 | ) | (3,689 | ) | |||||||||||||
Debt discount | (19,471 | ) | — | ||||||||||||||
Net deferred taxes | $ | — | $ | — | |||||||||||||
The Company concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements. The Company’s evaluation was performed for the tax years ended December 31, 2010 through 2013, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2013. However, to the extent the Company utilizes net operating losses from years prior to 2010, the statute remains open to the extent of the net operating losses utilized. The Company annually files a federal income tax return and a state income tax return in Massachusetts. The Company’s policy is to recognize interest and penalties for uncertain tax positions as a component of income tax expense. The Company has not recognized any interest and penalties historically through December 31, 2013. | |||||||||||||||||
At December 31, 2013, the Company had net operating loss carryforwards for federal and state income tax purposes of $304.2 million and $230.7 million, respectively. Included in the federal and state net operating loss carryforwards is approximately $11.6 million of deduction related to the exercise of stock options. This amount represents an excess tax benefit, which will be realized when it results in reduction of cash taxes in accordance with Accounting Standards Codification 718. This excess tax benefit will be directly credited to additional paid-in capital when it is realized. The Company’s existing federal and state net operating loss carryforwards will expire in years through 2033. The Company also has available research and development credits for federal and state income tax purposes of approximately $18.6 million and $6.3 million, respectively. The federal and state research and development credits will begin to expire in 2022 and 2024, respectively. As of December 31, 2013, the Company also had available investment tax credits for state income tax purposes of $0.3 million, which will expire in years through 2016 if unused. In addition we have federal orphan drug credits of $14.4 million which begin to expire in 2031. The Company’s management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards, deferred revenue and capitalized research and development expenses. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, the Company has established a full valuation allowance against the deferred tax assets. | |||||||||||||||||
Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax. The Company has not currently completed an evaluation of ownership changes through December 31, 2013 to assess whether utilization of the Company’s net operating loss or research and development credit carryforwards would be subject to an annual limitation under Section 382 of the Internal Revenue Code. To the extent an ownership change occurs in the future, the net operating loss and credit carryforwards may be subject to limitation. | |||||||||||||||||
The Company has not yet conducted a study of its domestic research and development credit carryforwards and orphan drug credits. This study may result in an increase or decrease to the Company’s credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s credits, and if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. As a result, there would be no impact to the statement of operations and comprehensive loss or cash flows if an adjustment were required. | |||||||||||||||||
The change in the valuation allowance against the deferred tax assets in the years ended December 31, 2013, 2012 and 2011 was as follows: | |||||||||||||||||
(in thousands) | Balance at | Additions | Deductions | Balance at | |||||||||||||
beginning | end of | ||||||||||||||||
of period | period | ||||||||||||||||
December 31, 2011 | $ | 103,881 | 28,802 | — | $ | 132,683 | |||||||||||
December 31, 2012 | $ | 132,683 | 36,968 | — | $ | 169,651 | |||||||||||
December 31, 2013 | $ | 169,651 | 37,653 | — | $ | 207,304 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
16. Commitments and Contingencies | |||||
Operating Leases | |||||
The Company leases its office, laboratory and manufacturing space under non-cancelable operating leases. Total rent expense under these operating leases was $5.5 million, $4.3 million and $3.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |||||
During August 2012, the Company entered into an Indenture of Lease (the “Amended Lease”), which amended and restated its facility lease, and agreed to occupy approximately a total of 109,000 square feet (the “Leased Space”), all of which is leased until June 30, 2019. In March and September 2013, the Company entered into facility lease amendments that are co-terminus with the existing lease. The aggregate minimum lease payments due over the seven-year term of the Amended Lease are approximately $35.0 million. As part of the Amended Lease and subsequent amendments, the landlord agreed to reimburse the Company for a portion of tenant improvements made to the facility, up to approximately $8.2 million. As of December 31, 2013, the Company has received $5.5 million of these tenant improvement reimbursements, with the remaining reimbursable tenant improvements recorded within other current assets on the consolidated balance sheets as of December 31, 2013. Tenant improvements recorded in deferred rent are amortized over the term of the lease as reductions to rent expense. The Amended Lease expires on June 30, 2019. The Company retains an option to renew the Amended Lease with respect to all of the Leased Space for an additional period of either one or five years. | |||||
Future minimum lease payments under noncancelable operating leases at December 31, 2013 are as follows: | |||||
Years ended December 31, | (in thousands) | ||||
2014 | 5,095 | ||||
2015 | 5,208 | ||||
2016 | 5,354 | ||||
2017 | 5,470 | ||||
2018 and thereafter | 8,399 |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
17. Related Party Transactions | |
In connection with the initial public offering of the Company’s common stock, Sanofi, a collaborator, purchased 5,217,391 shares of the Company’s common stock in April 2012. | |
In June 2012, the Company entered into a Right of Review Agreement (the “Agreement”) with Sanofi pursuant to which, if the Company determines to enter into negotiations with a third party regarding any license, option, collaboration, joint venture or similar transaction involving any therapeutic or companion diagnostic product candidate in the Company’s pipeline (an “Opportunity”), the Company will notify Sanofi of such Opportunity. Following such notice, Sanofi will have a specified period of time to determine whether to exercise an additional right to exclusively negotiate an agreement with the Company with respect to such Opportunity for a specified period of time. In addition, in specified circumstances, if the Company subsequently proposes to enter into any third-party agreement, the Company must first offer the same terms and conditions to Sanofi. The Agreement terminates on April 1, 2017. | |
In December 2012, February 2013 and December 2013, Silver Creek entered into an aggregate $2.5 million convertible note payable, of which $0.3 million was with directors, officers, scientific advisory board members and related parties of the Company. As of December 31, 2013, these notes and related accrued interest of $0.1 million converted into shares of Silver Creek Series A preferred stock. |
Retirement_Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2013 | |
Postemployment Benefits [Abstract] | ' |
Retirement Plan | ' |
18. Retirement Plan | |
On May 31, 2002, the Company established a 401(k) defined contribution savings plan for its employees who meet certain service period and age requirements. Contributions are permitted up to the maximum allowed under the Internal Revenue Code of each covered employee’s salary. The savings plan permits the Company to contribute at its discretion. For the years ended December 31, 2013, 2012 and 2011, the Company made contributions of $0.7 million, $0.6 million and $0.5 million, respectively, to the plan. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Selected Quarterly Financial Data | ' | ||||||||||||||||
19. Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||
The following table contains quarterly financial information for 2013 and 2012. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
2013 | |||||||||||||||||
Collaboration revenues | $ | 14,655 | $ | 18,452 | $ | 6,856 | $ | 7,823 | |||||||||
Total operating expenses | 41,921 | 47,560 | 42,780 | 36,065 | |||||||||||||
Net loss | (28,323 | ) | (30,251 | ) | (39,763 | ) | (32,348 | ) | |||||||||
Net loss attributable to Merrimack Pharmaceuticals, Inc. | (28,153 | ) | (30,082 | ) | (39,631 | ) | (33,059 | ) | |||||||||
Net loss per share available to common stockholders—basic and diluted | $ | (0.29 | ) | $ | (0.31 | ) | $ | (0.39 | ) | $ | (0.33 | ) | |||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
2012 | |||||||||||||||||
Collaboration revenues | $ | 11,344 | $ | 12,063 | $ | 11,323 | $ | 14,191 | |||||||||
Total operating expenses | 35,379 | 32,368 | 35,197 | 38,719 | |||||||||||||
Net loss | (23,402 | ) | (20,139 | ) | (23,320 | ) | (24,893 | ) | |||||||||
Net loss attributable to Merrimack Pharmaceuticals, Inc. | (23,284 | ) | (20,026 | ) | (23,199 | ) | (24,768 | ) | |||||||||
Net loss per share available to common stockholders—basic and diluted | $ | (2.14 | ) | $ | (0.22 | ) | $ | (0.25 | ) | $ | (0.26 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
20. Subsequent Events | |
In February 2014, the Company received notice of an award of $0.6 million of tax incentives from the MLSC, which will allow the Company to monetize approximately $0.6 million of state research and development tax credits. In exchange for these incentives, the Company pledged to hire an incremental 31 employees and to maintain the additional headcount through at least December 31, 2018. Failure to do so could result in the Company being required to repay some or all of these incentives. | |
In February 2014, Hercules exercised warrants to purchase 302,143 shares of common stock for proceeds of $1.1 million. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Basis of Presentation and Consolidation | ' | ||||
Basis of Presentation and Consolidation | |||||
The accompanying consolidated financial statements have been prepared under U.S. generally accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries. The Company’s wholly owned subsidiaries include Hermes BioSciences, Inc. (“Hermes”), which was merged with and into the Company during 2009, and Merrimack Pharmaceuticals (Bermuda) Ltd., which was incorporated during 2011. The Company also consolidates its majority owned subsidiary, Silver Creek Pharmaceuticals, Inc. (“Silver Creek”). All intercompany transactions and balances have been eliminated in consolidation. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
GAAP requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The Company bases estimates and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. The most significant estimates in these consolidated financial statements include revenue recognition, including the estimated percentage of billable expenses in any particular budget period, periods of meaningful use of licensed products, estimates used in accounting for revenue separability and recognition, useful lives with respect to long-lived assets and intangibles, accounting for stock-based compensation, convertible preferred stock warrants, contingencies, intangible assets, goodwill, in-process research and development, derivative liability, valuation of convertible debt, tax valuation reserves and accrued expenses, including clinical research costs. The Company’s actual results may differ from these estimates under different assumptions or conditions. The Company evaluates its estimates on an ongoing basis. Changes in estimates are reflected in reported results in the period in which they become known by the Company’s management. | |||||
Segment and Geographic Information | ' | ||||
Segment and Geographic Information | |||||
Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and the Company operates in only one geographic segment. | |||||
Cash, Cash Equivalents and Restricted Cash | ' | ||||
Cash, Cash Equivalents and Restricted Cash | |||||
Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents typically primarily consist of money market funds, commercial paper, corporate notes and bonds and certificates of deposit. | |||||
Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. As of December 31, 2013 and 2012, the Company recorded restricted cash of $685,000 and $628,000, respectively, which were primarily related to the Company’s facility lease. | |||||
Available-for-Sale Securities | ' | ||||
Available-for-Sale Securities | |||||
The Company classifies marketable securities with a remaining maturity when purchased of greater than three months as available-for-sale. Available-for-sale securities may consist of U.S. government agencies securities, commercial paper, corporate notes and bonds and certificates of deposit, which are maintained by an investment manager. Available-for-sale securities are carried at fair value, with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ deficit until realized. Realized gains and losses are recognized in interest income. Any premium or discount arising at purchase is amortized and/or accreted to interest income. There were no realized gains or losses recognized on the sale or maturity of available-for-sale securities during the years ended December 31, 2013, 2012 or 2011. | |||||
Concentration of Credit Risk | ' | ||||
Concentration of Credit Risk | |||||
Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, available-for-sale securities and accounts receivable. The Company places its cash deposits in accredited financial institutions and, therefore, the Company’s management believes these funds are subject to minimal credit risk. The Company invests cash equivalents and available-for-sale securities in money market funds, U.S. government agencies securities and various corporate debt securities. Credit risk in these securities is reduced as a result of the Company’s investment policy to limit the amount invested in any one issue or any single issuer and to only invest in high credit quality securities. The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. For each of the years ended December 31, 2013 and 2012, Sanofi represented greater than 98% of collaboration revenues. As of December 31, 2013 and 2012, Sanofi represented greater than 98% and 99% of accounts receivable, respectively. | |||||
Property and Equipment | ' | ||||
Property and Equipment | |||||
Property and equipment, including leasehold improvements, are recorded at cost and depreciated when placed into service using the straight-line method, based on their estimated useful lives as follows: | |||||
Asset classification | Estimated useful life | ||||
(in years) | |||||
Lab equipment | 7-Mar | ||||
IT equipment | 7-Mar | ||||
Leaseholds improvements | Lesser of useful life or lease term | ||||
Furniture and fixtures | 7-Mar | ||||
Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service. Costs for repairs and maintenance are expensed as incurred, while major betterments are capitalized. The Company capitalizes interest cost incurred on funds used to construct property and equipment. The capitalized interest is recorded as part of the asset to which it relates and is depreciated over the asset’s estimated useful life. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in earnings. | |||||
The Company reviews its long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flow to the recorded value of the asset. If impairment is indicated, the asset will be written down to its estimated fair value on a discounted cash flow basis. | |||||
Non-Controlling Interest | ' | ||||
Non-Controlling Interest | |||||
Non-controlling interest represents the non-controlling stockholders’ proportionate share of preferred stock and net loss of the Company’s majority owned consolidated subsidiary, Silver Creek. The non-controlling stockholders’ proportionate share of the preferred stock in Silver Creek is reflected as non-controlling interest in the Company’s consolidated balance sheets as of December 31, 2013 and 2012, respectively, as a component of mezzanine equity. | |||||
Derivative Liability | ' | ||||
Derivative Liability | |||||
In December 2012, the Company’s majority owned subsidiary, Silver Creek, entered into a Note Purchase Agreement pursuant to which it issued convertible notes to various lenders in aggregate principal amounts of $1.6 million in December 2012, $0.3 million in February 2013 and $0.6 million in December 2013. Upon issuance, the Company determined that the underlying convertible notes represented share-settled debt and the potential conversion of the convertible notes into Silver Creek’s next qualifying series of preferred stock at a discount met the definition of a derivative, which was classified as a liability and remeasured each reporting period. Prior to conversion on December 31, 2013, the derivative was remeasured with changes in fair value recognized in earnings. The aggregate principal of $2.5 million and accrued interest of $0.1 million converted into shares of Silver Creek Series A preferred stock upon maturity on December 31, 2013. The Company estimated the value of the derivative liability issued in connection with the convertible notes payable at zero upon full conversion as of December 31, 2013 and $196,000 as of December 31, 2012. | |||||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
The Company enters into biopharmaceutical product development agreements with collaborative partners for the research and development of therapeutic and diagnostic products. The terms of the agreements may include nonrefundable signing and licensing fees, funding for research, development and manufacturing, milestone payments and royalties or profit-sharing on any product sales derived from collaborations. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. | |||||
In January 2011, the Company adopted authoritative guidance on revenue recognition for multiple element arrangements. This guidance, which applies to multiple element arrangements entered into or materially modified on or after January 1, 2011, separates and allocates consideration in a multiple element arrangement according to the relative selling price of each deliverable. The fair value of deliverables under the arrangement may be derived using a best estimate of selling price if vendor specific objective evidence and third-party evidence are not available. Deliverables under the arrangement will be separate units of accounting provided that a delivered item has value to the customer on a stand-alone basis and if the arrangement does not include a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. | |||||
The Company entered into a collaboration agreement with Watson Laboratories, Inc. (“Actavis”) in November 2013, which was evaluated under the accounting guidance on revenue recognition for multiple element arrangements. See Note 5, “License and Collaboration Agreements,” for additional information. | |||||
The Company’s license and collaboration agreements executed prior to January 1, 2011 continue to be accounted for under previously issued revenue recognition guidance for multiple element arrangements and milestone revenue recognition. The Company recognized upfront license payments as revenue upon delivery of the license only if the license had stand-alone value and the fair value of the undelivered performance obligations could be determined. If the fair value of the undelivered performance obligations could be determined, such obligations were accounted for separately as the obligations were fulfilled. If the license was considered to either not have stand-alone value or have stand-alone value but the fair value of any of the undelivered performance obligations could not be determined, the arrangement was accounted for as a single unit of accounting and the license payments and payments for performance obligations were recognized as revenue over the estimated period of when the performance obligations would be performed. | |||||
Whenever the Company determined that an arrangement should be accounted for as a single unit of accounting, it determined the period over which the performance obligations would be performed and revenue would be recognized. If the Company could not reasonably estimate the timing and the level of effort to complete its performance obligations under the arrangement, then revenue under the arrangement was recognized on a straight-line basis over the period the Company expected to complete its performance obligations, which is reassessed at each subsequent reporting period. | |||||
The Company’s collaboration agreements may include additional payments upon the achievement of performance-based milestones. As milestones are achieved, a portion of the milestone payment, equal to the percentage of the total time that the Company has performed the performance obligations to date over the total estimated time to complete the performance obligations, multiplied by the amount of the milestone payment, will be recognized as revenue upon achievement of such milestone. The remaining portion of the milestone will be recognized over the remaining performance period. Milestones that are tied to regulatory approvals are not considered probable of being achieved until such approval is received. Milestones tied to counterparty performance are not included in the Company’s revenue model until the performance conditions are met. | |||||
Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the arrangement. | |||||
The Company did not materially modify any of its previously-existing multiple element arrangements during the years ended December 31, 2013 and 2012. | |||||
Research and Development Expenses | ' | ||||
Research and Development Expenses | |||||
Research and development expenses are charged to expense as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including personnel-related costs, stock-based compensation, facilities, research-related overhead, clinical trial costs, contracted services, manufacturing, license fees and other external costs. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received rather than when the payment is made. | |||||
Stock-Based Compensation | ' | ||||
Stock-Based Compensation | |||||
The Company expenses the fair value of employee stock options over the vesting period. Compensation expense is measured using the fair value of the award at the grant date, net of estimated forfeitures, and is adjusted annually to reflect actual forfeitures. The fair value of each stock-based award is estimated using the Black-Scholes option valuation model and is expensed straight-line over the vesting period. | |||||
The Company records stock options issued to non-employees at fair value, periodically remeasures to reflect the current fair value at each reporting period, and recognizes expense over the related service period. When applicable, these equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. | |||||
Comprehensive Income (Loss) | ' | ||||
Comprehensive Income (Loss) | |||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances, from non-owner sources and currently consists of net loss and changes in unrealized gains and losses on available-for-sale securities. | |||||
Other Income and Expense | ' | ||||
Other Income and Expense | |||||
The Company records gains and losses on the remeasurement of fair value of convertible preferred stock warrants and other derivative liabilities, the federal and state sponsored tax incentives and other one-time income or expense-related items in other income. | |||||
In January 2010, the Massachusetts Life Sciences Center (“MLSC”), an independent agency of the Commonwealth of Massachusetts, awarded the Company $1.5 million of tax incentives under its Life Sciences Tax Incentive Program. These incentives allowed the Company to monetize approximately $1.4 million of state research and development tax credits. The Company received this payment in 2010. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2014. Failure to do so could result in the repayment of some or all of these incentives. The Company deferred and is amortizing the benefit of this incentive on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2013, 2012 and 2011, the Company recognized $0.3 million of benefit in other income in each period. | |||||
In January 2011, the MLSC awarded the Company an additional $1.3 million of tax incentives under its Life Sciences Tax Incentive Program, which allowed the Company to monetize approximately $1.2 million of state research and development tax credits. The Company received this payment in the second quarter of 2011. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2015. Failure to do so could result in the repayment of some or all of these incentives. The Company deferred and is amortizing the benefit of this incentive on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2013 and 2012, the Company recognized $0.2 million and $0.5 million, respectively, of benefit in other income. For the year ended December 31, 2011, the Company did not recognize any benefit in other income. | |||||
In January 2013, the MLSC awarded the Company an additional $0.5 million of tax incentives under its Life Science Tax Incentive Program, which allows the Company to monetize approximately $0.4 million of state research and development tax credits. The Company received this payment in the fourth quarter of 2013. In exchange for these incentives, the Company pledged to hire an incremental 20 employees and to maintain the additional headcount through at least December 31, 2017. Failure to do so could result in the Company being required to repay some or all of these incentives. The Company has deferred and will amortize the benefit of this incentive on a straight-line basis over the five-year performance period, commencing with a cumulative catch-up when the pledge is achieved. | |||||
Deferred Financing Costs | ' | ||||
Deferred Financing Costs | |||||
The Company capitalizes certain legal, accounting and other fees that are directly associated with in-process debt and equity financings as current assets until such financings occur. In the case of an equity financing, after occurrence, these costs are recorded in equity or mezzanine equity, net of proceeds received. In the case of a debt financing, these costs are recorded as assets and amortized over the term of the debt. | |||||
In April 2012, the Company closed the initial public offering of its common stock. Upon closing, $2.7 million of deferred financing costs were netted against the equity proceeds within stockholders’ deficit. | |||||
In July 2013, the Company closed a follow-on underwritten public offering of additional shares of common stock and issued convertible senior notes in concurrent public offerings. Upon closing, $0.6 million of aggregate deferred financing costs were netted against the proceeds of these offerings. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as components of income tax expense. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. | |||||
Goodwill and Intangible Assets | ' | ||||
Goodwill and Intangible Assets | |||||
Goodwill and indefinite-lived intangible assets, including in-process research and development (“IPR&D”), are evaluated for impairment on an annual basis or more frequently if an indicator of impairment is present. No impairment of goodwill resulted from the Company’s most recent evaluation, which occurred in the third quarter of 2013. The Company’s next annual impairment evaluation will be made in the third quarter of 2014 unless indicators arise that would require the Company to evaluate at an earlier date. | |||||
When performing an evaluation of goodwill impairment, the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative two-step impairment test. If the Company elects this option and finds, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. This requires the Company to assess the impact of significant events, milestones and changes to expectations and activities that may have occurred since the last impairment evaluation. Significant changes to these estimates, judgments and assumptions could materially change the outcome of the impairment assessment. Alternatively, the Company may elect to not first assess qualitative factors and immediately perform the quantitative two-step impairment test. If such an election occurs, in the first step, the fair value of the Company’s reporting unit is compared to the carrying value. If the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value, then the Company would record an impairment loss equal to the difference. As described above, the Company operates in one operating segment, which is considered the only reporting unit. | |||||
The Company’s evaluation of IPR&D impairment included a qualitative assessment to determine whether further impairment testing of indefinite-lived intangible assets was necessary. For all but one IPR&D asset, it was determined that it was not more likely than not that an impairment existed as of August 31, 2013 and, therefore, impairment evaluations were not performed. In this one case, because it was determined that it was more likely than not that an impairment of one IPR&D asset existed as of August 31, 2013, an impairment evaluation was performed. These determinations and the evaluation required management to make significant estimates, judgments and assumptions as to development activities and future commercial potential of IPR&D and to assess the impact of significant events, milestones and changes to expectations and activities that may have occurred since the last impairment evaluation. Specifically, management considered estimated time and cost until the expected commencement of commercial activities, estimates of expected future revenues and cash flows, estimates of probabilities of success of the Company’s IPR&D, estimates of expected intellectual property protection and discount rates. Significant changes to these estimates, judgments and assumptions could materially change the outcome of management’s impairment assessment. The impairment evaluation resulted in the Company recognizing a $0.8 million impairment charge related to an early-stage preclinical program, which was charged to research and development expense. See Note 8, “Goodwill and Intangible Assets, Net,” for additional information. | |||||
The Company commences amortization of indefinite-lived intangible assets, such as IPR&D, once the assets have reached technological feasibility or are determined to have an alternative future use and amortizes the assets over their estimated future lives. Amortization of remaining IPR&D has not commenced as of December 31, 2013. | |||||
Definite-lived intangible assets, such as core technology, are evaluated for impairment whenever events or circumstances indicate that the carrying value may not be fully recoverable. Definite-lived intangible assets are separate from goodwill and indefinite-lived intangible assets and are deemed to have a definite life. The Company amortizes these assets over their estimated useful lives. The Company has not recorded any impairment charges related to definite-lived intangible assets. | |||||
Subsequent Events | ' | ||||
Subsequent Events | |||||
The Company has evaluated all events or transactions that occurred after December 31, 2013 up through the date the Company issued these financial statements. Other than the items discussed at Note 20, “Subsequent Events,” the Company did not have any other material recognizable or unrecognizable subsequent events. | |||||
Recent Accounting Pronouncements | ' | ||||
Recent Accounting Pronouncements | |||||
In February 2013, the Financial Accounting Standards Board (“FASB”) issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. For public companies, these amendments are effective prospectively for reporting periods beginning after December 15, 2012. Other than a change in presentation, the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. | |||||
In July 2013, the FASB issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Schedule of Estimated Useful Lives of Property and Equipment Including Leasehold Improvements | ' | ||||
Property and equipment, including leasehold improvements, are recorded at cost and depreciated when placed into service using the straight-line method, based on their estimated useful lives as follows: | |||||
Asset classification | Estimated useful life | ||||
(in years) | |||||
Lab equipment | 7-Mar | ||||
IT equipment | 7-Mar | ||||
Leaseholds improvements | Lesser of useful life or lease term | ||||
Furniture and fixtures | 7-Mar |
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Investments Debt And Equity Securities [Abstract] | ' | ||||||||||||||||
Schedule of Available-For-Sale Securities, All of Which Have Maturities of Twelve Months or Less | ' | ||||||||||||||||
Available-for-sale securities, all of which have maturities of twelve months or less, as of December 31, 2013 consisted of the following: | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
(in thousands) | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Commercial paper | $ | 49,685 | $ | — | $ | (5 | ) | $ | 49,680 | ||||||||
Corporate debt securities | 40,455 | — | (19 | ) | 40,436 | ||||||||||||
Total | $ | 90,140 | $ | — | $ | (24 | ) | $ | 90,116 | ||||||||
Schedule of Marketable Securities in an Unrealized Loss Position | ' | ||||||||||||||||
Available-for-sale securities in an unrealized loss position as of December 31, 2013 consisted of the following: | |||||||||||||||||
Aggregate | Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
(in thousands) | |||||||||||||||||
December 31, 2013: | |||||||||||||||||
Commercial paper | $ | 36,683 | $ | (5 | ) | ||||||||||||
Corporate debt securities | 40,436 | (19 | ) | ||||||||||||||
$ | 77,119 | $ | (24 | ) |
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Schedule of Computation of Basic and Diluted Net Loss Per Share Available to Common Stockholders | ' | ||||||||||||
The following table presents the computation of basic and diluted net loss per share available to common stockholders: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands, except per share amount) | 2013 | 2012 | 2011 | ||||||||||
Net Loss Per Share: | |||||||||||||
Numerator: | |||||||||||||
Net loss attributable to Merrimack Pharmaceuticals, Inc. | $ | (130,925 | ) | $ | (91,277 | ) | $ | (79,223 | ) | ||||
Plus: Unaccreted dividends on convertible preferred stock | — | (2,107 | ) | (7,789 | ) | ||||||||
Net loss available to common stockholders—basic and diluted | (130,925 | ) | (93,384 | ) | (87,012 | ) | |||||||
Denominator: | |||||||||||||
Weighted-average common shares—basic and diluted | 98,919 | 72,831 | 11,343 | ||||||||||
Net loss per share available to common stockholders—basic and diluted | $ | (1.32 | ) | $ | (1.28 | ) | $ | (7.67 | ) | ||||
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted Average Shares | ' | ||||||||||||
The potential dilutive effect of these securities is shown in the chart below: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Common stock warrants | 2,777 | 2,842 | 2,640 | ||||||||||
Convertible preferred stock | — | — | 66,256 | ||||||||||
Options to purchase common stock | 20,107 | 18,066 | 17,617 | ||||||||||
Convertible preferred stock warrants | — | — | 302 | ||||||||||
Conversion of the Notes | 25,000 | — | — |
License_and_Collaboration_Agre1
License and Collaboration Agreements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||
Schedule of Revenue Recognized and Assets and Liabilities under Collaborative Arrangements | ' | ||||||||||||
During the years ended December 31, 2013, 2012 and 2011, the Company recognized revenue based on the following components of the Sanofi agreement: | |||||||||||||
Years ended December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||
Upfront payment | $ | 5,000 | $ | 5,000 | $ | 5,000 | |||||||
Milestone payment | 2,083 | 2,975 | 2,616 | ||||||||||
Development services | 36,283 | 36,905 | 25,053 | ||||||||||
Manufacturing services and other | 3,867 | 3,307 | 1,456 | ||||||||||
Total | $ | 47,233 | 48,187 | $ | 34,125 | ||||||||
As of December 31, 2013 and 2012, the Company maintained the following assets and liabilities related to the Sanofi agreement: | |||||||||||||
December 31, | |||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||
Accounts receivable, billed | $ | 2,357 | $ | 1,577 | |||||||||
Accounts receivable, unbilled | 3,417 | 7,690 | |||||||||||
Deferred revenues | 73,392 | 79,913 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||||||
The following tables show assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012 and the input categories associated with those assets and liabilities: | |||||||||||||
As of December 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | |||||||||||||
Assets: | |||||||||||||
Cash equivalents—money market funds | $ | 47,740 | $ | — | $ | — | |||||||
Cash equivalents—commercial paper | — | 13,998 | — | ||||||||||
Investments—commercial paper | — | 49,680 | — | ||||||||||
Investments—corporate debt securities | — | 40,436 | — | ||||||||||
As of December 31, 2012 | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | |||||||||||||
Assets: | |||||||||||||
Cash equivalents—money market funds | $ | 25,668 | $ | — | $ | — | |||||||
Cash equivalents—certificates of deposit | — | 480 | — | ||||||||||
Cash equivalents—corporate debt securities | — | 5,017 | — | ||||||||||
Investments—certificates of deposit | — | 240 | — | ||||||||||
Investments—commercial paper | — | 12,465 | — | ||||||||||
Investments—corporate debt securities | — | 59,533 | — | ||||||||||
Liabilities: | |||||||||||||
Derivative liability | — | — | 196 | ||||||||||
Schedule of Fair Value of the Liabilities Categorized as Level 3 Instruments | ' | ||||||||||||
The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 instruments, for the years ended December 31, 2013 and 2012: | |||||||||||||
(in thousands) | Convertible | Derivative | |||||||||||
preferred | Liability | ||||||||||||
stock warrants | |||||||||||||
Balance, December 31, 2011 | $ | 1,516 | $ | — | |||||||||
Unrealized gain included in other income (expense) | (587 | ) | — | ||||||||||
Reclassification to common stock warrants | (929 | ) | — | ||||||||||
Portion of convertible note allocated to derivative | — | 196 | |||||||||||
Balance, December 31, 2012 | $ | — | $ | 196 | |||||||||
Portion of convertible note allocated to derivative | — | 35 | |||||||||||
Remeasurement of derivative liability upon conversion of underlying note | — | (231 | ) | ||||||||||
Balance, December 31, 2013 | $ | — | $ | — | |||||||||
Schedule of Quantitative Information Associated with the Fair Value Measurement of the Company's Non-Recurring Level 3 Inputs | ' | ||||||||||||
The following table provides quantitative information associated with the fair value measurement of the Company’s non-recurring Level 3 inputs: | |||||||||||||
Fair Value as of | Valuation | Unobservable Input | Percentage | ||||||||||
August 31, 2013 | Technique | ||||||||||||
(in thousands) | |||||||||||||
IPR&D asset | $ | — | Income approach—Probability weighted discounted cash flow analysis | Discount rate | 25.7 | % |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Schedule of Changes in the Carrying Value of Goodwill, IPR&D and Intangible Assets | ' | ||||||||||||
Changes in the carrying value of goodwill, IPR&D and intangible assets for the years ended December 31, 2013, 2012 and 2011 were as follows: | |||||||||||||
(in thousands) | Intangible | IPR&D | Goodwill | ||||||||||
assets | |||||||||||||
Balance, December 31, 2010 | $ | 2,805 | $ | 7,010 | $ | 3,605 | |||||||
Amortization | (320 | ) | — | — | |||||||||
Balance, December 31, 2011 | 2,485 | 7,010 | 3,605 | ||||||||||
Amortization | (320 | ) | — | — | |||||||||
Balance, December 31, 2012 | 2,165 | 7,010 | 3,605 | ||||||||||
Amortization | (320 | ) | — | — | |||||||||
Impairment | — | (810 | ) | — | |||||||||
Balance, December 31, 2013 | $ | 1,845 | $ | 6,200 | $ | 3,605 | |||||||
Schedule of Expected Amortization Expense for Intangible Assets for the Next Five-Year Period | ' | ||||||||||||
years, which is the estimated useful life of this technology. Amortization expense is expected to be as follows for the next five-year period: | |||||||||||||
Years Ended December 31, | (in thousands) | ||||||||||||
2014 | $ | 320 | |||||||||||
2015 | 320 | ||||||||||||
2016 | 320 | ||||||||||||
2017 | 320 | ||||||||||||
2018 | 320 |
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consisted of the following: | |||||||||
December 31, | |||||||||
(in thousands) | 2013 | 2012 | |||||||
Lab equipment | $ | 13,714 | $ | 12,616 | |||||
IT equipment | 2,701 | 2,346 | |||||||
Leasehold improvements | 10,523 | 8,200 | |||||||
Furniture and fixtures | 340 | 330 | |||||||
Construction in process | 7,635 | 1,774 | |||||||
34,913 | 25,266 | ||||||||
Less: Accumulated depreciation and amortization | (21,549 | ) | (18,969 | ) | |||||
$ | 13,364 | $ | 6,297 | ||||||
Accounts_Payables_Accrued_Expe1
Accounts Payables, Accrued Expenses and Other (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Schedule of Accounts Payable, Accrued Expenses and Other | ' | ||||||||
Accounts payable, accrued expenses and other as of December 31, 2013 and 2012 consisted of the following: | |||||||||
December 31, | |||||||||
(in thousands) | 2013 | 2012 | |||||||
Accounts payable | $ | 1,889 | $ | 283 | |||||
Accrued goods and services | 26,031 | 17,615 | |||||||
Accrued payroll and related benefits | 7,255 | 5,853 | |||||||
Accrued interest | 2,926 | 306 | |||||||
Accrued dividends payable | 25 | 28 | |||||||
Deferred tax incentives | 688 | 512 | |||||||
Derivative liability | — | 196 | |||||||
Other contractual liability | — | 851 | |||||||
Total accounts payable, accrued expenses and other | $ | 38,814 | $ | 25,644 | |||||
Borrowings_Tables
Borrowings (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Future Minimum Payments under the Loans Payable | ' | ||||||||
Future minimum payments under indebtedness agreements outstanding as of December 31, 2013 are as follows: | |||||||||
Years Ending December 31: | 4.50% Convertible | Loan | |||||||
Senior Notes | Agreement | ||||||||
(in thousands) | |||||||||
2014 | $ | 5,594 | $ | 12,353 | |||||
2015 | 5,625 | 18,130 | |||||||
2016 | 5,625 | 17,916 | |||||||
2017 | 5,625 | — | |||||||
2018 and thereafter | 141,875 | — | |||||||
$ | 164,344 | $ | 48,399 | ||||||
Less interest | (39,344 | ) | (7,199 | ) | |||||
Less unamortized discount | (52,422 | ) | (2,103 | ) | |||||
Less current portion | — | (8,248 | ) | ||||||
Loans payable, net of current portion | $ | 72,578 | $ | 30,849 |
Stock_Warrants_Tables
Stock Warrants (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||
Schedule of Common and Convertible Preferred Stock Warrant Activity of the Company | ' | ||||||||||||||||
The following is a description of the common and convertible preferred stock warrant activity of the Company: | |||||||||||||||||
(in thousands, except per share amounts) | Warrants | Weighted | Warrants | Weighted | |||||||||||||
for the | Average | for the | Average | ||||||||||||||
Purchase of | Exercise | Purchase of | Exercise | ||||||||||||||
Common | Price | Convertible | Price | ||||||||||||||
Stock | Preferred | ||||||||||||||||
Stock | |||||||||||||||||
Balance—December 31, 2010 | 2,937 | $ | 2.93 | 306 | $ | 3.48 | |||||||||||
Expired | (1 | ) | $ | 2.47 | — | — | |||||||||||
Exercised | (296 | ) | $ | 2.46 | (4 | ) | $ | 1.89 | |||||||||
Balance—December 31, 2011 | 2,640 | $ | 2.98 | 302 | $ | 3.5 | |||||||||||
Conversion | 302 | $ | 3.5 | (302 | ) | $ | 3.5 | ||||||||||
Exercised | (100 | ) | $ | 2.63 | — | — | |||||||||||
Balance—December 31, 2012 | 2,842 | $ | 3.05 | — | — | ||||||||||||
Exercised | (65 | ) | $ | 2.82 | |||||||||||||
Balance—December 31, 2013 | 2,777 | $ | 3.05 | — | — |
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of Shares Reserved for Future Issuance | ' | ||||||||
The shares reserved for future issuance as of December 31, 2013 and 2012 consisted of the following: | |||||||||
(in thousands) | December 31, 2013 | December 31, 2012 | |||||||
Common stock warrants | 2,777 | 2,842 | |||||||
Options to purchase common stock | 20,107 | 18,066 | |||||||
Conversion of the Notes | 25,000 | — |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Schedule of Recognized Stock-Based Compensation Expense | ' | ||||||||||||||||
The Company recognized stock-based compensation expense as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
(in thousands) | 2013 | 2012 | 2011 | ||||||||||||||
Employee awards: | |||||||||||||||||
Research and development | $ | 5,954 | $ | 4,234 | $ | 3,597 | |||||||||||
General and administrative | 4,808 | 2,510 | 2,875 | ||||||||||||||
Stock-based compensation for employee awards | 10,762 | 6,744 | 6,472 | ||||||||||||||
Stock-based compensation for non-employee awards | (29 | ) | 145 | 480 | |||||||||||||
Total stock-based compensation | $ | 10,733 | $ | 6,889 | $ | 6,952 | |||||||||||
Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees | ' | ||||||||||||||||
The fair value of employee options granted during the years ended December 31, 2013, 2012 and 2011 was estimated at the date of grant using the following assumptions: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Risk-free interest rate | 0.1 – 1.9 | % | 0.7 – 1.1 | % | 1.3 –2.5 | % | |||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Expected term | 5.3 – 5.9 years | 5 – 5.9 years | 5 – 5.9 years | ||||||||||||||
Expected volatility | 67 – 70 | % | 66 – 72 | % | 71 – 73 | % | |||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes stock option activity: | |||||||||||||||||
Shares | Weighted Average | Weighted Average | Aggregate | ||||||||||||||
Exercise Price | Remaining | Intrinsic Value | |||||||||||||||
Contractual Term | |||||||||||||||||
Outstanding at December 31, 2012 | 18,066 | $ | 3.5 | 6.54 | $ | 51,486 | |||||||||||
Granted | 3,286 | $ | 6.04 | ||||||||||||||
Exercised | (913 | ) | $ | 2.23 | |||||||||||||
Cancelled | (332 | ) | $ | 6.02 | |||||||||||||
Outstanding at December 31, 2013 | 20,107 | $ | 3.93 | 6.11 | $ | 38,348 | |||||||||||
Vested and expected to vest at December 31, 2013 | 19,829 | $ | 3.89 | 6.07 | $ | 38,307 | |||||||||||
Exercisable at December 31, 2013 | 15,672 | $ | 3.19 | 5.33 | $ | 37,861 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Reconciliation of the Company's Effective Tax Rate to the Statutory Federal Income Tax Rate | ' | ||||||||||||||||
A reconciliation of the Company’s effective tax rate to the statutory federal income tax rate is as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Federal income tax at statutory federal rate | 35 | % | 35 | % | 35 | % | |||||||||||
State taxes | 4.3 | 4.5 | 4.2 | ||||||||||||||
Permanent differences | (2.0 | ) | (0.2 | ) | (0.4 | ) | |||||||||||
Stock-based compensation | (0.6 | ) | (0.3 | ) | (1.2 | ) | |||||||||||
Tax credits | 12.4 | 1.1 | 3.9 | ||||||||||||||
Foreign rate differential | (2.8 | ) | (4.1 | ) | (4.4 | ) | |||||||||||
Other | (1.5 | ) | (0.5 | ) | (0.8 | ) | |||||||||||
Change in valuation allowance | (44.8 | ) | (35.5 | ) | (36.3 | ) | |||||||||||
— | % | — | % | — | % | ||||||||||||
Schedule of Temporary Differences That Give Rise to Significant Net Deferred Tax Assets | ' | ||||||||||||||||
Temporary differences that give rise to significant net deferred tax assets as of December 31, 2013 and 2012 are as follows: | |||||||||||||||||
(in thousands) | 2013 | 2012 | |||||||||||||||
Deferred tax assets | |||||||||||||||||
Net operating losses | $ | 113,843 | $ | 77,806 | |||||||||||||
Capitalized research and development expenses | 32,771 | 40,083 | |||||||||||||||
Credit carryforwards | 37,304 | 14,398 | |||||||||||||||
Depreciation | 2,735 | 2,931 | |||||||||||||||
Deferred compensation | 8,249 | 5,068 | |||||||||||||||
Accrued expenses | 841 | 1,184 | |||||||||||||||
Deferred revenue | 28,381 | 29,936 | |||||||||||||||
Other temporary differences | 5,885 | 1,934 | |||||||||||||||
Total gross deferred tax asset | 230,009 | 173,340 | |||||||||||||||
Valuation allowance | (207,304 | ) | (169,651 | ) | |||||||||||||
Net deferred tax asset | 22,705 | 3,689 | |||||||||||||||
Deferred tax liabilities | |||||||||||||||||
Intangible assets | (3,234 | ) | (3,689 | ) | |||||||||||||
Debt discount | (19,471 | ) | — | ||||||||||||||
Net deferred taxes | $ | — | $ | — | |||||||||||||
Schedule of Changes in the Valuation Allowance | ' | ||||||||||||||||
The change in the valuation allowance against the deferred tax assets in the years ended December 31, 2013, 2012 and 2011 was as follows: | |||||||||||||||||
(in thousands) | Balance at | Additions | Deductions | Balance at | |||||||||||||
beginning | end of | ||||||||||||||||
of period | period | ||||||||||||||||
December 31, 2011 | $ | 103,881 | 28,802 | — | $ | 132,683 | |||||||||||
December 31, 2012 | $ | 132,683 | 36,968 | — | $ | 169,651 | |||||||||||
December 31, 2013 | $ | 169,651 | 37,653 | — | $ | 207,304 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments Under Noncancelable Operating Leases | ' | ||||
Future minimum lease payments under noncancelable operating leases at December 31, 2013 are as follows: | |||||
Years ended December 31, | (in thousands) | ||||
2014 | 5,095 | ||||
2015 | 5,208 | ||||
2016 | 5,354 | ||||
2017 | 5,470 | ||||
2018 and thereafter | 8,399 |
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||
The following table contains quarterly financial information for 2013 and 2012. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
2013 | |||||||||||||||||
Collaboration revenues | $ | 14,655 | $ | 18,452 | $ | 6,856 | $ | 7,823 | |||||||||
Total operating expenses | 41,921 | 47,560 | 42,780 | 36,065 | |||||||||||||
Net loss | (28,323 | ) | (30,251 | ) | (39,763 | ) | (32,348 | ) | |||||||||
Net loss attributable to Merrimack Pharmaceuticals, Inc. | (28,153 | ) | (30,082 | ) | (39,631 | ) | (33,059 | ) | |||||||||
Net loss per share available to common stockholders—basic and diluted | $ | (0.29 | ) | $ | (0.31 | ) | $ | (0.39 | ) | $ | (0.33 | ) | |||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
2012 | |||||||||||||||||
Collaboration revenues | $ | 11,344 | $ | 12,063 | $ | 11,323 | $ | 14,191 | |||||||||
Total operating expenses | 35,379 | 32,368 | 35,197 | 38,719 | |||||||||||||
Net loss | (23,402 | ) | (20,139 | ) | (23,320 | ) | (24,893 | ) | |||||||||
Net loss attributable to Merrimack Pharmaceuticals, Inc. | (23,284 | ) | (20,026 | ) | (23,199 | ) | (24,768 | ) | |||||||||
Net loss per share available to common stockholders—basic and diluted | $ | (2.14 | ) | $ | (0.22 | ) | $ | (0.25 | ) | $ | (0.26 | ) |
Nature_of_the_Business_Additio
Nature of the Business - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Candidate | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
Number of novel therapeutic oncology candidates | 6 |
Unrestricted cash and cash equivalents and available-for-sale securities | $155.20 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||||||||||||||||||
Aug. 31, 2013 | Apr. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2013 | Jan. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Item | Life Sciences Tax Incentive Program 2010 [Member] | Life Sciences Tax Incentive Program 2010 [Member] | Life Sciences Tax Incentive Program 2010 [Member] | Life Sciences Tax Incentive Program 2010 [Member] | Life Sciences Tax Incentive Program 2011 [Member] | Life Sciences Tax Incentive Program 2011 [Member] | Life Sciences Tax Incentive Program 2011 [Member] | Life Sciences Tax Incentive Program 2011 [Member] | Life Sciences Tax Incentive Program 2013 [Member] | Silver Creek [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | |||||||
Segment | Employees | Employees | Employees | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Collaboration Revenue [Member] | Collaboration Revenue [Member] | Accounts Receivable [Member] | Accounts Receivable [Member] | |||||||||||||||
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Credit Concentration Risk [Member] | Credit Concentration Risk [Member] | ||||||||||||||||||||||||||||
Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | ||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of geographic segments | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Original maturities | ' | ' | ' | 'Three months or less | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted cash | ' | ' | ' | $685,000 | $628,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected average maturities period of marketable securities classified as available-for-sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | ' | ' |
Realized gains (losses) recognized on the sale or maturity of securities | ' | ' | ' | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of issues with limited investment as per investment policy | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | 98.00% | 98.00% | 99.00% |
Aggregate principal amounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 300,000 | 1,600,000 | 2,500,000 | 2,500,000 | 2,500,000 | 300,000 | 600,000 | 1,600,000 | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | 2,500,000 | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' |
Accrued interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | 100,000 | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 196,000 | 0 | ' | 196,000 | ' | 0 | 196,000 | ' | ' | ' | ' | ' |
Tax incentive awarded | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | 1,300,000 | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
State research and development tax credits monetized | ' | ' | ' | ' | ' | ' | ' | 1,400,000 | ' | ' | ' | 1,200,000 | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of incremental employees pledged to be hired | ' | ' | ' | ' | ' | ' | ' | 50 | ' | ' | ' | 50 | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance period | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of benefit recognized | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 300,000 | 300,000 | ' | 200,000 | 500,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs netted against the equity proceeds within stockholders' equity | ' | 2,700,000 | ' | 278,000 | 2,748,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate deferred financing costs | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charge | $810,000,000 | ' | $0 | $810,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment Including Leasehold Improvements (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | 'Lesser of useful life or lease term |
Minimum [Member] | Lab Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Minimum [Member] | IT Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Minimum [Member] | Furniture and Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '3 years |
Maximum [Member] | Lab Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '7 years |
Maximum [Member] | IT Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '7 years |
Maximum [Member] | Furniture and Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful life | '7 years |
Marketable_Securities_Schedule
Marketable Securities - Schedule of Available-For-Sale Securities, All of Which Have Maturities of Twelve Months or Less (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | $90,140 |
Unrealized Gains | ' |
Unrealized Losses | -24 |
Fair Value | 90,116 |
Commercial Paper [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 49,685 |
Unrealized Gains | ' |
Unrealized Losses | -5 |
Fair Value | 49,680 |
Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 40,455 |
Unrealized Gains | ' |
Unrealized Losses | -19 |
Fair Value | $40,436 |
Marketable_Securities_Addition
Marketable Securities - Additional Information (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months | 77,119 |
Number of securities in unrealized loss position for less than 12 months | 21 |
Maximum [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Expected average maturities period of marketable securities classified as available-for-sale | '12 months |
Marketable_Securities_Schedule1
Marketable Securities - Schedule of Marketable Securities in an Unrealized Loss Position (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate Fair Value | $77,119 |
Unrealized Losses | -24 |
Commercial Paper [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate Fair Value | 36,683 |
Unrealized Losses | -5 |
Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate Fair Value | 40,436 |
Unrealized Losses | ($19) |
Net_Loss_Per_Common_Share_Sche
Net Loss Per Common Share - Schedule of Computation of Basic and Diluted Net Loss Per Share Available to Common Stockholders (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | ($33,059) | ($39,631) | ($30,082) | ($28,153) | ($24,768) | ($23,199) | ($20,026) | ($23,284) | ($130,925) | ($91,277) | ($79,223) |
Plus: Unaccreted dividends on convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,107 | -7,789 |
Net loss available to common stockholders-basic and diluted | ' | ' | ' | ' | ' | ' | ' | ' | ($130,925) | ($93,384) | ($87,012) |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average common shares-basic and diluted | ' | ' | ' | ' | ' | ' | ' | ' | 98,919 | 72,831 | 11,343 |
Net loss per share available to common stockholders-basic and diluted | ($0.33) | ($0.39) | ($0.31) | ($0.29) | ($0.26) | ($0.25) | ($0.22) | ($2.14) | ($1.32) | ($1.28) | ($7.67) |
Net_Loss_Per_Common_Share_Addi
Net Loss Per Common Share - Additional Information (Detail) (USD $) | 1 Months Ended | |
In Millions, unless otherwise specified | Jul. 31, 2013 | Dec. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Interest rate (as a percent) | ' | 4.50% |
4.50% Convertible Senior Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Aggregate principal amount | $125 | ' |
Interest rate (as a percent) | 4.50% | 4.50% |
Net_Loss_Per_Common_Share_Sche1
Net Loss Per Common Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted Average Shares (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Common Stock Warrants [Member] | ' | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Potentially dilutive securities (in shares) | 2,777 | 2,842 | 2,640 |
Series B-G Convertible Preferred Stock [Member] | ' | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Potentially dilutive securities (in shares) | ' | ' | 66,256 |
Options to Purchase Common Stock [Member] | ' | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Potentially dilutive securities (in shares) | 20,107 | 18,066 | 17,617 |
Convertible Preferred Stock Warrants [Member] | ' | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Potentially dilutive securities (in shares) | ' | ' | 302 |
4.50% Convertible Senior Notes [Member] | ' | ' | ' |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Potentially dilutive securities (in shares) | 25,000 | ' | ' |
License_and_Collaboration_Agre2
License and Collaboration Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 31, 2013 | 5-May-11 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 5-May-11 | 5-May-11 | 5-May-12 | Nov. 10, 2009 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2011 | Dec. 31, 2012 | |
Actavis [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | ||||
GTC [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | |||||
Development and Regulatory Milestone [Member] | Sales Milestones [Member] | Phase 3 Clinical Trial in Pancreatic Cancer [Member] | Phase 2 Clinical Trial in Breast Cancer [Member] | Phase 2 Clinical Trial in Non-small Cell Lung Cancer [Member] | Phase 2 Clinical Trial in Ovarian Cancer [Member] | ||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront license fee received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,000,000 | ' | ' | ' | ' |
Milestone payments received | ' | ' | ' | 15,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | 10,000,000 | 10,000,000 | 5,000,000 |
Budget period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' |
Expected development period from the effective date of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 years | ' | ' | ' | ' |
Development services performed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,100,000 | ' | ' | ' |
Upfront license fees paid | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum milestone payment obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000,000 | 130,000,000 | ' | ' | ' | ' | ' | ' |
Milestone payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' |
Research and development expenses | 147,139,000 | 125,858,000 | 100,630,000 | ' | ' | ' | 1,500,000 | 6,200,000 | 11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payment expensed | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payment expense | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts accrued and payable related to the agreement | ' | ' | ' | ' | ' | ' | 600,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone license fee received | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement expiration term respect to each product | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional renewal term | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period of termination | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestones and development expenses | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue recognized due to a change in estimate of expected development term | ' | ' | ' | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License_and_Collaboration_Agre3
License and Collaboration Agreements - Schedule of Revenue Recognized and Assets and Liabilities under Collaborative Arrangements (Detail) (License and Collaboration Agreements [Member], Sanofi [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
License and Collaboration Agreements [Member] | Sanofi [Member] | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' |
Upfront payment | $5,000 | $5,000 | $5,000 |
Milestone payment | 2,083 | 2,975 | 2,616 |
Development services | 36,283 | 36,905 | 25,053 |
Manufacturing services and other | 3,867 | 3,307 | 1,456 |
Total | 47,233 | 48,187 | 34,125 |
Accounts receivable, billed | 2,357 | 1,577 | ' |
Accounts receivable, unbilled | 3,417 | 7,690 | ' |
Deferred revenues | $73,392 | $79,913 | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Level 1 [Member] | Level 3 [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Commercial Paper [Member] | Commercial Paper [Member] | Commercial Paper [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | Recurring Basis [Member] | |
Level 2 [Member] | Level 3 [Member] | Level 2 [Member] | Level 3 [Member] | Level 1 [Member] | Level 2 [Member] | Level 3 [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Certificates of Deposit [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Corporate Debt Securities [Member] | Commercial Paper [Member] | Commercial Paper [Member] | ||||||
Level 1 [Member] | Level 2 [Member] | Level 3 [Member] | Level 1 [Member] | Level 2 [Member] | Level 3 [Member] | Level 1 [Member] | Level 2 [Member] | |||||||||||||
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalents - money market funds | ' | $47,740 | ' | ' | ' | ' | ' | ' | ' | $25,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalents | ' | ' | ' | ' | ' | ' | ' | 13,998 | ' | ' | ' | ' | ' | 480 | ' | ' | 5,017 | ' | ' | ' |
Investments | 90,116 | ' | ' | 40,436 | 40,436 | ' | 49,680 | 49,680 | ' | ' | ' | ' | ' | 240 | ' | ' | 59,533 | ' | ' | 12,465 |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $196 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Marketable securities with an original maturity | 'greater than three months |
Gross proceeds from qualified equity financing | $4 |
Impairment charge of IPR&D | 0.8 |
Principal amount | 125 |
Maximum [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Liquid investments with an original maturity | '3 months |
Fair Value [Member] | Level 2 [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 127.5 |
Fair Value [Member] | Level 3 [Member] | Hercules [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 39.5 |
Carrying Value [Member] | Level 2 [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 125 |
Carrying Value [Member] | Level 3 [Member] | Hercules [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | $40.30 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Schedule of Fair Value of the Liabilities Categorized as Level 3 Instruments (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible Preferred Stock Warrants [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Balance at the beginning of the period | ' | $1,516 |
Unrealized gain included in other income (expense) | ' | -587 |
Reclassification to common stock warrants | ' | -929 |
Balance at the end of the period | ' | ' |
Derivative Liability [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Balance at the beginning of the period | 196 | ' |
Portion of convertible note allocated to derivative | 35 | 196 |
Remeasurement of derivative liability upon conversion of underlying note | -231 | ' |
Balance at the end of the period | ' | $196 |
Fair_Value_of_Financial_Instru5
Fair Value of Financial Instruments - Schedule of Quantitative Information Associated with the Fair Value Measurement of the Company's Non-Recurring Level 3 Inputs (Detail) (Level 3 [Member], USD $) | 0 Months Ended |
Aug. 31, 2013 | |
In Process Research and Development [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
IPR&D asset | ' |
Non-recurring [Member] | Income Approach - Probability Weighted Discounted Cash Flow Analysis [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Discount rate (as a percent) | 25.70% |
Consolidated_Subsidiaries_Addi
Consolidated Subsidiaries - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' | ' |
Aggregate principal amounts | $125,000,000 | ' | ' |
Outstanding borrowings and accrued interest | 2,603,000 | ' | ' |
Non-controlling interest | 337,000 | ' | 97,000 |
Total assets of consolidated subsidiaries | 192,417,000 | ' | 148,974,000 |
Total liabilities of consolidated subsidiaries | 235,545,000 | ' | 155,394,000 |
Silver Creek [Member] | ' | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' | ' |
Non-controlling interest increased | 800,000 | ' | ' |
Ownership interest (as a percent) | 64.00% | ' | 74.00% |
Non-controlling interest | 337,000 | ' | 97,000 |
Total assets of consolidated subsidiaries | 1,000,000 | ' | 2,200,000 |
Total liabilities of consolidated subsidiaries | 100,000 | ' | 1,800,000 |
Silver Creek [Member] | Silver Creek Convertible Note [Member] | ' | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' | ' |
Aggregate principal amounts | 600,000 | 300,000 | 1,600,000 |
Outstanding borrowings and accrued interest | 2,600,000 | ' | ' |
Preferred stock value, per share | $1 | ' | ' |
Silver Creek [Member] | Series A Preferred Stock [Member] | ' | ' | ' |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ' | ' | ' |
Shares owned by employees and directors of the parent company (as a percent) | 7.00% | ' | 6.00% |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets, Net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Business Acquisition [Line Items] | ' | ' | ' |
Impairment charge | $0 | $0 | $0 |
Hermes Bio Sciences Inc [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired IPR&D recognized in a business combination | 7 | ' | ' |
Amortization period | '10 years | ' | ' |
Impairment charge | 0.8 | ' | ' |
Hermes Bio Sciences Inc [Member] | Core Nano Carrier Technology [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired intangible assets | 3.2 | ' | ' |
Hermes Bio Sciences Inc [Member] | Antibody Targeted Nanotherapeutic Program with Chemotherapy Drug [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired IPR&D recognized in a business combination | 2.8 | ' | ' |
Hermes Bio Sciences Inc [Member] | Nanotherapeutic Program with Chemotherapy Drug [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired IPR&D recognized in a business combination | 3.4 | ' | ' |
Hermes Bio Sciences Inc [Member] | Other Inprocess Research and Development Program [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired IPR&D recognized in a business combination | $0.80 | ' | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets, Net - Schedule of Changes in the Carrying Value of Goodwill, IPR&D and Intangible Assets (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | $1,845 | $2,165 | $2,485 | $2,805 |
IPR&D | ' | ' | 6,200 | 7,010 | 7,010 | 7,010 |
Goodwill | ' | ' | 3,605 | 3,605 | 3,605 | 3,605 |
Amortization | ' | ' | -320 | -320 | -320 | ' |
Impairment | ($810,000) | $0 | ($810) | ' | ' | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets, Net - Schedule of Expected Amortization Expense for Intangible Assets for the Next Five-Year Period (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2014 | $320 |
2015 | 320 |
2016 | 320 |
2017 | 320 |
2018 | $320 |
Property_and_Equipment_Net_Sch
Property and Equipment, Net - Schedule of Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $34,913 | $25,266 |
Less: Accumulated depreciation and amortization | -21,549 | -18,969 |
Property and equipment, net | 13,364 | 6,297 |
Lab Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 13,714 | 12,616 |
IT Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 2,701 | 2,346 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 10,523 | 8,200 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 340 | 330 |
Construction in Process [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $7,635 | $1,774 |
Property_and_Equipment_Net_Add
Property and Equipment, Net - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' |
Depreciation expense | $2,800,000 | $3,500,000 | $5,000,000 |
Capitalized interest cost | ' | ' | 0 |
Gross amount of fully depreciated fixed assets disposed | 210,000 | 671,000 | 0 |
Recognized impairment charges | $0 | $0 | $0 |
Accounts_Payable_Accrued_Expen
Accounts Payable, Accrued Expenses and Other - Schedule of Accounts Payable, Accrued Expenses and Other (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Payable Accrued Expenses And Other [Line Items] | ' | ' |
Accounts payable | $1,889 | $283 |
Accrued goods and services | 26,031 | 17,615 |
Accrued payroll and related benefits | 7,255 | 5,853 |
Accrued interest | 2,926 | 306 |
Accrued dividends payable | 25 | 28 |
Deferred tax incentives | 688 | 512 |
Derivative liability | ' | 196 |
Total accounts payable, accrued expenses and other | 38,814 | 25,644 |
Sanofi [Member] | License and Collaboration Agreements [Member] | ' | ' |
Accounts Payable Accrued Expenses And Other [Line Items] | ' | ' |
Other contractual liability | ' | $851 |
Borrowings_Schedule_of_Future_
Borrowings - Schedule of Future Minimum Payments under the Loans Payable (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Loans payable, net of current portion | $103,427 | $37,482 |
4.50% Convertible Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2014 | 5,594 | ' |
2015 | 5,625 | ' |
2016 | 5,625 | ' |
2017 | 5,625 | ' |
2018 and thereafter | 141,875 | ' |
Loans payable, gross | 164,344 | ' |
Less interest | -39,344 | ' |
Less unamortized discount | -52,422 | ' |
Loans payable, net of current portion | 72,578 | ' |
Loans Payable [Member] | Loan and Security Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2014 | 12,353 | ' |
2015 | 18,130 | ' |
2016 | 17,916 | ' |
Loans payable, gross | 48,399 | ' |
Less interest | -7,199 | ' |
Less unamortized discount | -2,103 | ' |
Less current portion | -8,248 | ' |
Loans payable, net of current portion | $30,849 | ' |
Borrowings_Additional_Informat
Borrowings - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||||
Jul. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Silver Creek [Member] | Silver Creek [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Second Alternative Interest Rate [Member] | Minimum [Member] | Minimum [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | ||||
Hercules [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Conversion Terms, Fundamental Changes [Member] | Conversion Terms, Event of Default [Member] | Minimum [Member] | Maximum [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Minimum [Member] | ||||||||||||||
Silver Creek [Member] | ||||||||||||||||||||||||||||||
Schedule Of Debt Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 | ' | ' | ' | ' | ' | ' | $600,000 | $300,000 | $1,600,000 | $2,500,000 | $2,500,000 | $2,500,000 | $300,000 | $600,000 | $1,600,000 | ' |
Proceeds from issuance of convertible senior notes, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | 4.50% | 4.50% | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | 6.00% | ' | ' | 6.00% | ' |
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be convertible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be convertible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertibility of debt, closing price of stock test, percentage of stock price to conversion price that must be exceeded | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive business days immediately after any five consecutive trading day period during the note measurement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days before five consecutive business days during the note measurement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion ratio, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertibility of debt, trading price of debt test, percentage of closing price of stock used in calculation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate of common stock shares per $1,000 principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 160 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial conversion price of shares (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.25 | $6.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Premium over public offering price (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Public offering price (in dollars per share) | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price as percentage of principal amount of notes plus accrued and unpaid interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum percentage of aggregate principal amount held by bondholders to declare notes due and payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount due and payable upon event of default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount due and payable upon event of default arising out of certain bankruptcy events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate used to compute initial fair value (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of indebtedness | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,200,000 | 71,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Embedded conversion option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,800,000 | 53,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriting discounts and commissions and offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs allocated to unamortized debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs attributable to embedded conversion option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | 4,900,000 | 600,000 | ' | ' | ' | ' | ' | ' | 6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of loans received | ' | 125,000,000 | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | 125,000,000 | ' | ' | ' | ' | ' | 600,000 | 300,000 | 1,600,000 | 600,000 | 300,000 | 1,600,000 | 300,000 | 600,000 | 1,600,000 | ' |
Minimum stated percentage rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.55% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated percentage used as basis for calculation of alternative interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.55% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of reference rate that is added to stated percentage rate in calculation of variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The term loans bear interest at an annual rate equal to the greater of 10.55% and 10.55% plus the prime rate of interest minus 5.25%, but may not exceed 12.55% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage points subtracted from alternative interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum interest rate on term loan (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.55% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on loans related to costs reimbursed by the entity | ' | ' | 39,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of interest-only payment | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of gross proceeds in one or more transactions prior to December 1, 2013 that the Company may elect to extend the interest-only period by six months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extension period for interest-only payment | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock sold to public | 5,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from underwritten public offering and issuance of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of the Company's equity securities available for purchase by the lender | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period to purchase equity securities sold to institutional accredited investors under the Loan Agreement | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on loan recorded as a non-current liability to be paid upon full repayment or maturity of the loans | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 52,422,000 | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of gross proceeds from qualifying equity financing in which holders would automatically convert into the next qualifying equity financing at a 25% discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 |
Discount on automatic conversion into the next qualifying equity financing (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | 25.00% | ' | ' | 25.00% | ' |
Derivative liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 196,000 | 0 | ' | 196,000 | ' | 0 | 196,000 | ' |
Accrued interest expense | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | 100,000 | ' | ' | ' | 100,000 | ' | ' |
Ownership interest (as a percent) | ' | ' | ' | 64.00% | 74.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interest | ' | ' | ' | $800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock_Warrants_Schedule_of_Com
Stock Warrants - Schedule of Common and Convertible Preferred Stock Warrant Activity of the Company (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Common Stock Warrant [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Beginning Balance | 2,842 | 2,640 | 2,937 |
Conversion (in shares) | ' | 302 | ' |
Conversion (per share) | ' | $3.50 | ' |
Expired (in shares) | ' | ' | -1 |
Exercised (in shares) | -65 | -100 | -296 |
Ending Balance | 2,777 | 2,842 | 2,640 |
Beginning Balance | 3.05 | 2.98 | 2.93 |
Expired (per share) | ' | ' | $2.47 |
Exercised (per share) | $2.82 | $2.63 | $2.46 |
Ending Balance | 3.05 | 3.05 | 2.98 |
Convertible Preferred Stock Warrants [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Beginning Balance | ' | 302 | 306 |
Conversion (in shares) | ' | -302 | ' |
Conversion (per share) | ' | $3.50 | ' |
Exercised (in shares) | ' | ' | -4 |
Ending Balance | ' | ' | 302 |
Beginning Balance | ' | 3.5 | 3.48 |
Exercised (per share) | ' | ' | $1.89 |
Ending Balance | ' | ' | 3.5 |
Stock_Warrants_Additional_Info
Stock Warrants - Additional Information (Detail) (Common Stock Warrant [Member]) | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock Warrant [Member] | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' |
Number of warrants cashless exercised | 65,000 | 100,000 |
Number of common stock issued as a result of cashless exercise of warrants | 35,000 | 71,000 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 1 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 |
Equity [Abstract] | ' | ' | ' | ' |
Shares of common stock sold in underwritten public offering | 5,750,000 | ' | ' | ' |
Public offering price | $5 | ' | ' | ' |
Net proceeds from sale of common stock and convertible senior notes | $26.70 | ' | ' | ' |
Common stock, authorized shares | ' | 200,000,000 | 200,000,000 | 200,000,000 |
Common stock, par value | ' | $0.01 | $0.01 | $0.01 |
Common stock, issued shares | ' | 102,523,000 | 95,825,000 | ' |
Common stock, outstanding shares | ' | 102,523,000 | 95,825,000 | ' |
Common_Stock_Schedule_of_Share
Common Stock - Schedule of Shares Reserved for Future Issuance (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Equity [Abstract] | ' | ' |
Common stock warrants | 2,777 | 2,842 |
Options to purchase common stock | 20,107 | 18,066 |
Conversion of the Notes | 25,000 | ' |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2008 Member And Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2011 [Member] | ||||
Employee [Member] | Non Employee [Member] | Non Employee [Member] | Non Employee [Member] | Director [Member] | |||||||||
Maximum [Member] | Maximum [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional common stock available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | 3,500,000 | ' |
Increase in Additional common stock available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,300,000 | ' |
Common stock available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' |
Stock options issued (in shares) | 3,286 | ' | ' | 3,300,000 | 3,300,000 | 2,300,000 | ' | 100,000 | 100,000 | 100,000 | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | '1 year |
Aggregate intrinsic value of options exercised | $2.70 | $13.70 | $1.40 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to nonvested stock awards | $15.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period over which unrecognized compensation cost is expected to be recognized | '1 year 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Recognized Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense for employee awards | $10,762 | $6,744 | $6,472 |
Stock-based compensation expense for non-employee awards | -29 | 145 | 480 |
Total stock-based compensation expense | 10,733 | 6,889 | 6,952 |
Research and Development Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense for employee awards | 5,954 | 4,234 | 3,597 |
General and Administrative Expense [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense for employee awards | $4,808 | $2,510 | $2,875 |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees (Detail) (Options to Purchase Common Stock [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Risk-free interest rate (as a percent) | 0.10% | 0.70% | 1.30% |
Expected term | '5 years 3 months 18 days | '5 years | '5 years |
Expected volatility (as a percent) | 67.00% | 66.00% | 71.00% |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Risk-free interest rate (as a percent) | 1.90% | 1.10% | 2.50% |
Expected term | '5 years 10 months 24 days | '5 years 10 months 24 days | '5 years 10 months 24 days |
Expected volatility (as a percent) | 70.00% | 72.00% | 73.00% |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Outstanding at the beginning of the period (in shares) | 18,066 | ' |
Granted (in shares) | 3,286 | ' |
Exercised (in shares) | -913 | ' |
Cancelled (in shares) | -332 | ' |
Outstanding at the end of the period (in shares) | 20,107 | 18,066 |
Number of shares vested and expected to vest | 19,829 | ' |
Number of stock option exercisable | 15,672 | ' |
Outstanding at the beginning of the period (in dollars per share) | $3.50 | ' |
Granted (in dollars per share) | $6.04 | ' |
Exercised (in dollars per share) | $2.23 | ' |
Cancelled (in dollars per share) | $6.02 | ' |
Outstanding at the end of the period (in dollars per share) | $3.93 | $3.50 |
Weighted average exercise price of shares vested and expected to vest (in dollars per share) | $3.89 | ' |
Weighted average exercise price for exercisable option (in dollars per share) | $3.19 | ' |
Outstanding at the beginning of the period | '6 years 1 month 10 days | '6 years 6 months 15 days |
Vested and expected to vest | '6 years 26 days | ' |
Exercisable | '5 years 3 months 29 days | ' |
Outstanding at the beginning of the period (in dollars) | $51,486 | ' |
Outstanding at the end of the period (in dollars) | 38,348 | 51,486 |
Shares vested and expected to vest (in dollars) | 38,307 | ' |
Options exercisable (in dollars) | $37,861 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Operating Loss Carryforwards [Line Items] | ' |
Convertible senior notes, percentage | 4.50% |
Federal and state net operating loss carryforwards relate to deductions for stock option compensation | $11.60 |
Federal Orphan Drug Credits | 14.4 |
Federal [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
NOL | 304.2 |
Federal [Member] | Research and Development [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Amount of tax credit carryforward | 18.6 |
State [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
NOL | 230.7 |
State [Member] | Research and Development [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Amount of tax credit carryforward | 6.3 |
State [Member] | Investment [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Amount of tax credit carryforward | $0.30 |
Income_Taxes_Schedule_of_Recon
Income Taxes - Schedule of Reconciliation of the Company's Effective Tax Rate to the Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal income tax at statutory federal rate | 35.00% | 35.00% | 35.00% |
State taxes | 4.30% | 4.50% | 4.20% |
Permanent differences | -2.00% | -0.20% | -0.40% |
Stock-based compensation | -0.60% | -0.30% | -1.20% |
Tax credits | 12.40% | 1.10% | 3.90% |
Foreign rate differential | -2.80% | -4.10% | -4.40% |
Other | -1.50% | -0.50% | -0.80% |
Change in valuation allowance | -44.80% | -35.50% | -36.30% |
Effective income tax rate | ' | ' | ' |
Income_Taxes_Schedule_of_Tempo
Income Taxes - Schedule of Temporary Differences That Give Rise to Significant Net Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Deferred tax assets | ' | ' | ' | ' |
Net operating losses | $113,843 | $77,806 | ' | ' |
Capitalized research and development expenses | 32,771 | 40,083 | ' | ' |
Credit carryforwards | 37,304 | 14,398 | ' | ' |
Depreciation | 2,735 | 2,931 | ' | ' |
Deferred compensation | 8,249 | 5,068 | ' | ' |
Accrued expenses | 841 | 1,184 | ' | ' |
Deferred revenues | 28,381 | 29,936 | ' | ' |
Other temporary differences | 5,885 | 1,934 | ' | ' |
Total gross deferred tax asset | 230,009 | 173,340 | ' | ' |
Valuation allowance | -207,304 | -169,651 | -132,683 | -103,881 |
Net deferred tax asset | 22,705 | 3,689 | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' |
Intangible assets | -3,234 | -3,689 | ' | ' |
Debt discount | -19,471 | ' | ' | ' |
Net deferred taxes | ' | ' | ' | ' |
Income_Taxes_Schedule_of_Chang
Income Taxes - Schedule of Changes in the Valuation Allowance (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Balance at beginning of period | $169,651 | $132,683 | $103,881 |
Additions | 37,653 | 36,968 | 28,802 |
Deductions | ' | ' | ' |
Balance at end of period | $207,304 | $169,651 | $132,683 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Aug. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
sqft | ||||
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Total rent expense | ' | $5.50 | $4.30 | $3.20 |
Aggregate space that the entity will occupy under the amended lease agreement | 109,000 | ' | ' | ' |
Lease term of additional space | '7 years | ' | ' | ' |
Aggregate rent due over amended term of lease | ' | 35 | ' | ' |
Aggregate landlord reimbursable tenant improvements outstanding under the existing lease and the lease amendment | ' | 5.5 | ' | ' |
Additional period of renewal of amended lease with respect to entire leased space, option one | '1 year | ' | ' | ' |
Additional period of renewal of amended lease with respect to entire leased space, option two | '5 years | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Additional reimbursement for tenant improvements agreed by landlord per lease amendment | ' | $8.20 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Noncancelable Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $5,095 |
2015 | 5,208 |
2016 | 5,354 |
2017 | 5,470 |
2018 and thereafter | $8,399 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2012 | Dec. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2012 |
In Millions, except Share data, unless otherwise specified | Silver Creek [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Sanofi [Member] | Directors, Officers, Scientific Advisory Board Members and Related Parties [Member] | Directors, Officers, Scientific Advisory Board Members and Related Parties [Member] | Directors, Officers, Scientific Advisory Board Members and Related Parties [Member] |
Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock purchased by related party in connection with initial public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,217,391 | ' | ' | ' |
Debt issued | ' | $0.60 | $0.30 | $1.60 | $2.50 | $2.50 | $2.50 | $0.30 | $0.60 | $1.60 | ' | $0.30 | $0.30 | $0.30 |
Notes and related accrued interest converted into shares of preferred stock | $0.10 | $0.10 | ' | ' | $0.10 | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' |
Retirement_Plan_Additional_Inf
Retirement Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Sale Of Subsidiary [Abstract] | ' | ' | ' |
Company's contributions to 401(k) defined contribution savings plan | $0.70 | $0.60 | $0.50 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data - Schedule of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration revenues | $7,823 | $6,856 | $18,452 | $14,655 | $14,191 | $11,323 | $12,063 | $11,344 | $47,786 | $48,921 | $34,215 |
Total operating expenses | 36,065 | 42,780 | 47,560 | 41,921 | 38,719 | 35,197 | 32,368 | 35,379 | 168,326 | 141,663 | 115,084 |
Net loss | -32,348 | -39,763 | -30,251 | -28,323 | -24,893 | -23,320 | -20,139 | -23,402 | -130,685 | -91,754 | -79,676 |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | ($33,059) | ($39,631) | ($30,082) | ($28,153) | ($24,768) | ($23,199) | ($20,026) | ($23,284) | ($130,925) | ($91,277) | ($79,223) |
Net loss per share available to common stockholders-basic and diluted | ($0.33) | ($0.39) | ($0.31) | ($0.29) | ($0.26) | ($0.25) | ($0.22) | ($2.14) | ($1.32) | ($1.28) | ($7.67) |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Feb. 28, 2014 |
Employees | |
Subsequent Event [Line Items] | ' |
Tax incentive awarded | $0.60 |
State research and development tax credits monetized | 0.6 |
Number of incremental employees pledged to be hired | 31 |
Hercules [Member] | ' |
Subsequent Event [Line Items] | ' |
warrants to purchase | 302,143 |
common stock for proceeds | $1.10 |