Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'MACK | ' |
Entity Registrant Name | 'MERRIMACK PHARMACEUTICALS INC | ' |
Entity Central Index Key | '0001274792 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 103,405,151 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $66,897 | $65,086 |
Available-for-sale securities | 57,279 | 90,116 |
Restricted cash | 101 | 101 |
Accounts receivable | 12,155 | 5,857 |
Prepaid expenses and other current assets | 2,450 | 5,484 |
Total current assets | 138,882 | 166,644 |
Restricted cash | 584 | 584 |
Property and equipment, net | 13,779 | 13,364 |
Other assets | 167 | 175 |
Intangible assets, net | 1,765 | 1,845 |
In-process research and development | 6,200 | 6,200 |
Goodwill | 3,605 | 3,605 |
Total assets | 164,982 | 192,417 |
Current liabilities: | ' | ' |
Accounts payable, accrued expenses and other | 34,110 | 38,814 |
Deferred revenues | 9,527 | 9,336 |
Deferred rent | 1,330 | 1,336 |
Long-term debt, current portion | 12,022 | 8,248 |
Total current liabilities | 56,989 | 57,734 |
Deferred revenues, net of current portion | 64,110 | 66,139 |
Deferred rent, net of current portion | 6,266 | 6,538 |
Deferred tax incentives, net of current portion | 424 | 507 |
Long-term debt, net of current portion | 101,789 | 103,427 |
Accrued interest | 1,200 | 1,200 |
Total liabilities | 230,778 | 235,545 |
Commitments and contingencies (Note 10) | ' | ' |
Non-controlling interest | 168 | 337 |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.01 par value: 10,000 shares authorized at March 31, 2014 and December 31, 2013; no shares issued or outstanding at March 31, 2014 or December 31, 2013 | ' | ' |
Common stock, $0.01 par value: 200,000 shares authorized at March 31, 2014 and December 31, 2013; 103,361 and 102,523 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 1,034 | 1,025 |
Additional paid-in capital | 532,840 | 527,779 |
Accumulated other comprehensive loss | -8 | -24 |
Accumulated deficit | -599,830 | -572,245 |
Total stockholders' deficit | -65,964 | -43,465 |
Total liabilities, non-controlling interest and stockholders' deficit | $164,982 | $192,417 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
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 | 200,000 |
Common stock, shares issued | 103,361 | 102,523 |
Common stock, shares outstanding | 103,361 | 102,523 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Collaboration revenues | $13,034 | $14,655 |
Operating expenses: | ' | ' |
Research and development | 30,324 | 36,989 |
General and administrative | 6,224 | 4,932 |
Total operating expenses | 36,548 | 41,921 |
Loss from operations | -23,514 | -27,266 |
Other income and expenses | ' | ' |
Interest income | 35 | 52 |
Interest expense | -4,511 | -1,220 |
Other, net | 236 | 111 |
Net loss | -27,754 | -28,323 |
Less net loss attributable to non-controlling interest | -169 | -170 |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | -27,585 | -28,153 |
Other comprehensive income: | ' | ' |
Unrealized gain on available-for-sale securities | 16 | 18 |
Other comprehensive income | 16 | 18 |
Comprehensive loss | ($27,569) | ($28,135) |
Net loss per share available to common stockholders-basic and diluted | ($0.27) | ($0.29) |
Weighted-average common shares used in computing net loss per share available to common stockholders-basic and diluted | 102,888 | 95,879 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($27,754) | ($28,323) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Non-cash interest expense | 2,144 | 234 |
Depreciation and amortization | 886 | 700 |
Stock-based compensation | 2,936 | 2,386 |
Changes in operating assets and liabilities | ' | ' |
Purchased premiums and interest on available-for-sale securities | -1 | -291 |
Accounts receivable | -6,298 | -531 |
Accounts payable, accrued expenses and other | -4,549 | 6,910 |
Deferred revenues | -1,838 | -3,065 |
Other assets and liabilities, net | 3,087 | 784 |
Net cash used in operating activities | -31,387 | -21,196 |
Cash flows from investing activities | ' | ' |
Purchases of available-for-sale securities | -5,100 | -7,090 |
Proceeds from maturities of available-for-sale securities | 37,602 | 20,950 |
Purchases of property and equipment | -1,438 | -2,354 |
Net cash provided by investing activities | 31,064 | 11,506 |
Cash flows from financing activities | ' | ' |
Proceeds from exercise of common stock options and warrants | 2,134 | 199 |
Other financing activities, net | ' | 212 |
Net cash provided by financing activities | 2,134 | 411 |
Net increase (decrease) in cash and cash equivalents | 1,811 | -9,279 |
Cash and cash equivalents, beginning of period | 65,086 | 37,714 |
Cash and cash equivalents, end of period | 66,897 | 28,435 |
Non-cash investing and financing activities | ' | ' |
Issuance of derivative liability | ' | 35 |
Changes in property and equipment in accounts payable and accrued expenses | ' | -662 |
Disposal of fully depreciated assets | 409 | 50 |
Supplemental disclosure of cash flows | ' | ' |
Cash paid for interest | $3,836 | $998 |
Nature_of_the_Business
Nature of the Business | 3 Months Ended |
Mar. 31, 2014 | |
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 for the treatment of cancer. 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 condensed 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 March 31, 2014, the Company had unrestricted cash and cash equivalents and available-for-sale securities of $124.2 million. The Company expects that its existing unrestricted cash and cash equivalents and available-for-sale securities as of March 31, 2014, 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. | |
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 | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
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 condensed consolidated financial statements are as follows: | |||||||||||||||||
Basis of Presentation and Consolidation | |||||||||||||||||
The accompanying condensed consolidated financial statements as of March 31, 2014, and for the three months ended March 31, 2014 and 2013, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 4, 2014. | |||||||||||||||||
The information presented in the condensed consolidated financial statements and related notes as of March 31, 2014, and for the three months ended March 31, 2014 and 2013, is unaudited. The December 31, 2013 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. | |||||||||||||||||
Interim results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014, or any future period. | |||||||||||||||||
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merrimack Pharmaceuticals (Bermuda) Ltd. The Company also consolidates its 64% majority owned subsidiary, Silver Creek Pharmaceuticals, Inc. (“Silver Creek”). All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
The Company’s ownership of Silver Creek was 64% as of March 31, 2014 and December 31, 2013. The consolidated financial statement activity related to Silver Creek was as follows: | |||||||||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||||||
(Deficit) | |||||||||||||||||
Balance at December 31, 2012 | $ | 97 | |||||||||||||||
Net loss attributable to Silver Creek | (170 | ) | |||||||||||||||
Balance at March 31, 2013 | $ | (73 | ) | ||||||||||||||
Non-Controlling Interest | |||||||||||||||||
Balance at December 31, 2013 | $ | 337 | |||||||||||||||
Net loss attributable to Silver Creek | (169 | ) | |||||||||||||||
Balance at March 31, 2014 | $ | 168 | |||||||||||||||
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 condensed 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, 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. | |||||||||||||||||
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 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 three months ended March 31, 2014 or 2013. | |||||||||||||||||
Available-for-sale securities, all of which have maturities of twelve months or less, as of March 31, 2014 consisted of the following: | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Commercial paper | $ | 26,796 | $ | 1 | $ | (1 | ) | $ | 26,796 | ||||||||
Corporate debt securities | 30,491 | — | (8 | ) | 30,483 | ||||||||||||
Total | $ | 57,287 | $ | 1 | $ | (9 | ) | $ | 57,279 | ||||||||
The aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months as of March 31, 2014 was $37.6 million, representing 12 securities. To determine whether an other-than-temporary impairment exists for securities with significant unrealized losses, 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 March 31, 2014 consisted of the following: | |||||||||||||||||
Aggregate | Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Commercial paper | $ | 7,098 | $ | (1 | ) | ||||||||||||
Corporate debt securities | 30,483 | (8 | ) | ||||||||||||||
$ | 37,581 | $ | (9 | ) | |||||||||||||
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 March 31, 2014. | |||||||||||||||||
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. | |||||||||||||||||
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 4, “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 three months ended March 31, 2014 and 2013. | |||||||||||||||||
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. | |||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all events or transactions that occurred after March 31, 2014 up through the date the Company issued these financial statements. Other than the items discussed at Note 11, “Subsequent Events,” the Company did not have any other material recognizable or unrecognizable subsequent events. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board 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 was effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss Per Common Share | ' | ||||||||
3. 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. | |||||||||
As discussed in Note 7, “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. For purposes of this calculation, conversion of the Notes, 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 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 three months ended March 31, 2014 and 2013 causes such securities to be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: | |||||||||
Three months ended March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Common stock warrants | 2,443 | 2,779 | |||||||
Options to purchase common stock | 22,243 | 20,664 | |||||||
Conversion of the Notes | 25,000 | — |
License_and_Collaboration_Agre
License and Collaboration Agreements | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
License and Collaboration Agreements | ' | ||||||||
4. 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. From the effective date of the agreement through March 31, 2014, the Company has received total milestone payments of $25.0 million pursuant to the agreement. 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 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 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 and other expense reimbursement rates are at 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 three months ended March 31, 2014, this specified budget period is the 12-month annual period ended December 31, 2014. 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 three months ended March 31, 2014 and 2013, the Company recognized revenue based on the following components of the Sanofi agreement: | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Upfront payment | $ | 1,250 | $ | 1,250 | |||||
Milestone payment | 521 | 521 | |||||||
Development services | 10,700 | 11,590 | |||||||
Manufacturing services and other | 563 | 741 | |||||||
Total | $ | 13,034 | $ | 14,102 | |||||
The Company performs development services for which revenue is recognized under the Sanofi agreement in accordance with the specified budget period. Additionally, for the period ended March 31, 2014, there is approximately $5.8 million of increased revenue related to the Company receiving budget approval for expenses incurred during the year ended December 31, 2013. | |||||||||
As of March 31, 2014 and December 31, 2013, the Company maintained the following assets and liabilities related to the Sanofi agreement: | |||||||||
(in thousands) | March 31, 2014 | December 31, | |||||||
2013 | |||||||||
Accounts receivable, billed | $ | 4,283 | $ | 2,357 | |||||
Accounts receivable, unbilled | 7,513 | 3,417 | |||||||
Deferred revenues | 71,058 | 73,392 | |||||||
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 make 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 three months ended March 31, 2014 and 2013, the Company recognized research and development expenses of $0.1 million and $0.3 million, respectively, related to the agreement with PharmaEngine. | |||||||||
Actavis | |||||||||
On November 25, 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, the Company has also agreed to develop additional products for Actavis in the future, the identities of which will be mutually agreed upon. The Company is eligible to receive up to $15.5 million, of which $2.0 million 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 the Initial Product and any additional products developed in the future ten years after Actavis’ first sale of the applicable 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 $2.6 million as of March 31, 2014. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
5. 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. | |||||||||||||
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 March 31, 2014 and December 31, 2013 and the input categories associated with those assets and liabilities: | |||||||||||||
As of March 31, 2014 | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | |||||||||||||
Assets: | |||||||||||||
Cash equivalents – money market funds | $ | 59,471 | $ | — | $ | — | |||||||
Investments – commercial paper | — | 26,796 | |||||||||||
Investments – corporate debt securities | — | 30,483 | — | ||||||||||
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 | — | ||||||||||
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. The amortized cost of securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. | |||||||||||||
Other Fair Value Measurements | |||||||||||||
The estimated fair value of the $125.0 million aggregate principal amount of the Notes was $126.4 million as of March 31, 2014. 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 carrying value of the Notes is $74.6 million due to the bifurcation of the conversion feature of the Notes as described more fully in Note 7, “Borrowings.” | |||||||||||||
The estimated fair value and carrying value of the loans payable under the Loan Agreement with Hercules was $40.2 million and $40.4 million, respectively, as of March 31, 2014. 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. |
Accounts_Payable_Accrued_Expen
Accounts Payable, Accrued Expenses and Other | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accounts Payable, Accrued Expenses and Other | ' | ||||||||
6. Accounts Payable, Accrued Expenses and Other | |||||||||
Accounts payable, accrued expenses and other as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | March 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 5,451 | $ | 1,889 | |||||
Accrued goods and services | 22,383 | 26,031 | |||||||
Accrued payroll and related benefits | 4,167 | 7,255 | |||||||
Accrued interest | 1,551 | 2,926 | |||||||
Accrued dividends payable | 25 | 25 | |||||||
Deferred tax incentives | 533 | 688 | |||||||
Total accounts payable, accrued expenses and other | $ | 34,110 | $ | 38,814 |
Borrowings
Borrowings | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Borrowings | ' | ||||||||
7. Borrowings | |||||||||
Future minimum payments under indebtedness agreements outstanding as of March 31, 2014are as follows: | |||||||||
As of March 31, 2014: | 4.50% Convertible | Loan | |||||||
(in thousands) | Senior Notes | Agreement | |||||||
Remainder of 2014 | $ | 2,813 | $ | 11,298 | |||||
2015 | 5,625 | 18,130 | |||||||
2016 | 5,625 | 17,916 | |||||||
2017 | 5,625 | — | |||||||
2018 and thereafter | 141,875 | — | |||||||
$ | 161,563 | $ | 47,344 | ||||||
Less interest | (36,563 | ) | (6,144 | ) | |||||
Less unamortized discount | (50,418 | ) | (1,971 | ) | |||||
Less current portion | — | (12,022 | ) | ||||||
Loans payable, net of current portion | $ | 74,582 | $ | 27,207 | |||||
4.50% Convertible Senior Notes | |||||||||
In July 2013, the Company issued $125.0 million aggregate principal amount of Notes in an underwritten public offering. 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. | |||||||||
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 certain 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 conversion rate will be subject to adjustment in some events. 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. | |||||||||
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. 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. | |||||||||
For the three months ended March 31, 2014, interest expense related to the outstanding principal balance of the Notes was $3.4 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. The Company, as permitted under the Loan Agreement, extended the interest-only payment period with the aggregate principal balance of the loans to be repaid in monthly installments starting on June 1, 2014 and continuing through November 1, 2016. | |||||||||
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 Company’s condensed 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 three months ended March 31, 2014 and 2013, interest expense related to Hercules loans payable was $1.2 million and $1.1 million, respectively. | |||||||||
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. |
Common_Stock
Common Stock | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Common Stock | ' | ||||||||
8. Common Stock | |||||||||
As of March 31, 2014 and December 31, 2013, the Company had 200.0 million shares of $0.01 par value common stock authorized. There were approximately 103,361,000 and 102,523,000 shares of common stock issued and outstanding as of March 31, 2014 and December 31, 2013, respectively. | |||||||||
In February 2014, Hercules exercised warrants to purchase 302,143 shares of common stock for proceeds to the Company of $1.1 million. | |||||||||
The shares reserved for future issuance as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | March 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Common stock warrants | 2,443 | 2,777 | |||||||
Options to purchase common stock | 22,243 | 20,107 | |||||||
Conversion of the Notes | 25,000 | 25,000 |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
9. Stock-Based Compensation | |||||||||||||||||
As of December 31, 2013, there were 1.7 million shares of common stock available to be granted under the Company’s 2011 Stock Incentive Plan (the “2011 Plan”). The 2011 Plan is administered by the Board of Directors of the Company and permits the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. | |||||||||||||||||
In January 2014, 3.6 million additional shares of common stock became available for grant to employees, officers, directors and consultants under the 2011 Plan. During the three months ended March 31, 2014 and 2013, the Company issued options to purchase 2.8 million and 2.7 million shares of common stock, respectively. At March 31, 2014, there were 2.6 million shares remaining available for grant under the 2011 Plan. | |||||||||||||||||
The assumptions used to estimate the fair value of options granted to employees at the date of grant for the three months ended March 31, 2014 and 2013 were as follows: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.9 | % | 1.1 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected term | 5.8-5.9 years | 5.8-5.9 years | |||||||||||||||
Expected volatility | 70 | % | 67 | % | |||||||||||||
These options generally vest over a three-year period for employees. The Company recognized stock-based compensation expense as follows for the three months ended March 31, 2014 and 2013: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Employee awards: | |||||||||||||||||
Research and development | $ | 1,681 | $ | 1,284 | |||||||||||||
General and administrative | 1,292 | 1,090 | |||||||||||||||
Stock-based compensation for employee awards | 2,973 | 2,374 | |||||||||||||||
Stock-based compensation for non-employee awards | (37 | ) | 12 | ||||||||||||||
Total stock-based compensation | $ | 2,936 | $ | 2,386 | |||||||||||||
The stock-based compensation for non-employee awards recognized during the three months ended March 31, 2014 was negative due to the change in fair value of the options granted during previous periods. | |||||||||||||||||
The following table summarizes stock option activity during the three months ended March 31, 2014: | |||||||||||||||||
Number | Weighted | Remaining | Aggregate | Intrinsic | |||||||||||||
(in thousands, except per share amounts) | of Shares | Average | Contractual | Value | |||||||||||||
Exercise Price | Term | ||||||||||||||||
Outstanding, December 31, 2013 | 20,107 | $ | 3.93 | 6.11 | $ | 38,348 | |||||||||||
Granted | 2,810 | $ | 5.02 | ||||||||||||||
Exercised | (521 | ) | $ | 2.06 | |||||||||||||
Forfeited | (153 | ) | $ | 6.11 | |||||||||||||
Outstanding, March 31, 2014 | 22,243 | $ | 4.09 | 6.41 | $ | 33,398 | |||||||||||
Vested and expected to vest, March 31, 2014 | 21,798 | $ | 4.06 | 6.35 | $ | 33,365 | |||||||||||
Exercisable, March 31, 2014 | 15,769 | $ | 3.36 | 5.27 | $ | 32,975 | |||||||||||
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. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
10. 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 $1.5 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively. | |
Aggregate landlord reimbursable tenant improvements outstanding under the existing lease and related lease amendments as of March 31, 2014 is $0.9 million, which are recorded within other current assets on the condensed consolidated balance sheets. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
11. Subsequent Events | |
In April 2014, the Company’s majority owned subisidiary, Silver Creek, named a new Chief Executive Officer and made changes to its Board of Directors. The Company is currently analyzing what effect these changes will have, if any, on the consolidation of Silver Creek for financial reporting purposes. | |
In May 2014, the Company received an award of $0.6 million of tax incentives from the Massachusetts Life Sciences Center, 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. The Company has deferred and will amortize the benefit of this monetization on a straight-line basis over the five-year performance period, commencing with a cumulative catch-up when the pledge is achieved. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation and Consolidation | ' | ||||||||||||||||
Basis of Presentation and Consolidation | |||||||||||||||||
The accompanying condensed consolidated financial statements as of March 31, 2014, and for the three months ended March 31, 2014 and 2013, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and generally accepted accounting principles in the United States of America (“GAAP”) for condensed consolidated financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are necessary for a fair statement of the Company’s financial position and results of its operations, as of and for the periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 4, 2014. | |||||||||||||||||
The information presented in the condensed consolidated financial statements and related notes as of March 31, 2014, and for the three months ended March 31, 2014 and 2013, is unaudited. The December 31, 2013 condensed consolidated balance sheet included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP for complete financial statements. | |||||||||||||||||
Interim results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014, or any future period. | |||||||||||||||||
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Merrimack Pharmaceuticals (Bermuda) Ltd. The Company also consolidates its 64% majority owned subsidiary, Silver Creek Pharmaceuticals, Inc. (“Silver Creek”). All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
The Company’s ownership of Silver Creek was 64% as of March 31, 2014 and December 31, 2013. The consolidated financial statement activity related to Silver Creek was as follows: | |||||||||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||||||
(Deficit) | |||||||||||||||||
Balance at December 31, 2012 | $ | 97 | |||||||||||||||
Net loss attributable to Silver Creek | (170 | ) | |||||||||||||||
Balance at March 31, 2013 | $ | (73 | ) | ||||||||||||||
Non-Controlling Interest | |||||||||||||||||
Balance at December 31, 2013 | $ | 337 | |||||||||||||||
Net loss attributable to Silver Creek | (169 | ) | |||||||||||||||
Balance at March 31, 2014 | $ | 168 | |||||||||||||||
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 condensed 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, 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. | |||||||||||||||||
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 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 three months ended March 31, 2014 or 2013. | |||||||||||||||||
Available-for-sale securities, all of which have maturities of twelve months or less, as of March 31, 2014 consisted of the following: | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Commercial paper | $ | 26,796 | $ | 1 | $ | (1 | ) | $ | 26,796 | ||||||||
Corporate debt securities | 30,491 | — | (8 | ) | 30,483 | ||||||||||||
Total | $ | 57,287 | $ | 1 | $ | (9 | ) | $ | 57,279 | ||||||||
The aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months as of March 31, 2014 was $37.6 million, representing 12 securities. To determine whether an other-than-temporary impairment exists for securities with significant unrealized losses, 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 March 31, 2014 consisted of the following: | |||||||||||||||||
Aggregate | Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Commercial paper | $ | 7,098 | $ | (1 | ) | ||||||||||||
Corporate debt securities | 30,483 | (8 | ) | ||||||||||||||
$ | 37,581 | $ | (9 | ) | |||||||||||||
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 March 31, 2014. | |||||||||||||||||
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. | |||||||||||||||||
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 4, “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 three months ended March 31, 2014 and 2013. | |||||||||||||||||
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. | |||||||||||||||||
Subsequent Events | ' | ||||||||||||||||
Subsequent Events | |||||||||||||||||
The Company has evaluated all events or transactions that occurred after March 31, 2014 up through the date the Company issued these financial statements. Other than the items discussed at Note 11, “Subsequent Events,” the Company did not have any other material recognizable or unrecognizable subsequent events. | |||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board 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 was effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Non-Controlling Interest in Subsidiary | ' | ||||||||||||||||
The Company’s ownership of Silver Creek was 64% as of March 31, 2014 and December 31, 2013. The consolidated financial statement activity related to Silver Creek was as follows: | |||||||||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||||||
(Deficit) | |||||||||||||||||
Balance at December 31, 2012 | $ | 97 | |||||||||||||||
Net loss attributable to Silver Creek | (170 | ) | |||||||||||||||
Balance at March 31, 2013 | $ | (73 | ) | ||||||||||||||
Non-Controlling Interest | |||||||||||||||||
Balance at December 31, 2013 | $ | 337 | |||||||||||||||
Net loss attributable to Silver Creek | (169 | ) | |||||||||||||||
Balance at March 31, 2014 | $ | 168 | |||||||||||||||
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 March 31, 2014 consisted of the following: | |||||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Commercial paper | $ | 26,796 | $ | 1 | $ | (1 | ) | $ | 26,796 | ||||||||
Corporate debt securities | 30,491 | — | (8 | ) | 30,483 | ||||||||||||
Total | $ | 57,287 | $ | 1 | $ | (9 | ) | $ | 57,279 | ||||||||
Schedule of Available-for-Sale Securities in Unrealized Loss Position | ' | ||||||||||||||||
Available-for-sale securities in an unrealized loss position as of March 31, 2014 consisted of the following: | |||||||||||||||||
Aggregate | Unrealized | ||||||||||||||||
Fair Value | Losses | ||||||||||||||||
(in thousands) | |||||||||||||||||
March 31, 2014: | |||||||||||||||||
Commercial paper | $ | 7,098 | $ | (1 | ) | ||||||||||||
Corporate debt securities | 30,483 | (8 | ) | ||||||||||||||
$ | 37,581 | $ | (9 | ) |
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
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: | |||||||||
Three months ended March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Common stock warrants | 2,443 | 2,779 | |||||||
Options to purchase common stock | 22,243 | 20,664 | |||||||
Conversion of the Notes | 25,000 | — |
License_and_Collaboration_Agre1
License and Collaboration Agreements (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Schedule of Revenue Recognized and Assets and Liabilities under Collaborative Arrangements | ' | ||||||||
During the three months ended March 31, 2014 and 2013, the Company recognized revenue based on the following components of the Sanofi agreement: | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Upfront payment | $ | 1,250 | $ | 1,250 | |||||
Milestone payment | 521 | 521 | |||||||
Development services | 10,700 | 11,590 | |||||||
Manufacturing services and other | 563 | 741 | |||||||
Total | $ | 13,034 | $ | 14,102 | |||||
The Company performs development services for which revenue is recognized under the Sanofi agreement in accordance with the specified budget period. Additionally, for the period ended March 31, 2014, there is approximately $5.8 million of increased revenue related to the Company receiving budget approval for expenses incurred during the year ended December 31, 2013. | |||||||||
As of March 31, 2014 and December 31, 2013, the Company maintained the following assets and liabilities related to the Sanofi agreement: | |||||||||
(in thousands) | March 31, 2014 | December 31, | |||||||
2013 | |||||||||
Accounts receivable, billed | $ | 4,283 | $ | 2,357 | |||||
Accounts receivable, unbilled | 7,513 | 3,417 | |||||||
Deferred revenues | 71,058 | 73,392 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
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 March 31, 2014 and December 31, 2013 and the input categories associated with those assets and liabilities: | |||||||||||||
As of March 31, 2014 | Level 1 | Level 2 | Level 3 | ||||||||||
(in thousands) | |||||||||||||
Assets: | |||||||||||||
Cash equivalents – money market funds | $ | 59,471 | $ | — | $ | — | |||||||
Investments – commercial paper | — | 26,796 | |||||||||||
Investments – corporate debt securities | — | 30,483 | — | ||||||||||
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 | — |
Accounts_Payable_Accrued_Expen1
Accounts Payable, Accrued Expenses and Other (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Schedule of Accounts Payable, Accrued Expenses and Other | ' | ||||||||
Accounts payable, accrued expenses and other as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | March 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Accounts payable | $ | 5,451 | $ | 1,889 | |||||
Accrued goods and services | 22,383 | 26,031 | |||||||
Accrued payroll and related benefits | 4,167 | 7,255 | |||||||
Accrued interest | 1,551 | 2,926 | |||||||
Accrued dividends payable | 25 | 25 | |||||||
Deferred tax incentives | 533 | 688 | |||||||
Total accounts payable, accrued expenses and other | $ | 34,110 | $ | 38,814 |
Borrowings_Tables
Borrowings (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Future Minimum Payments under the Loans Payable | ' | ||||||||
Future minimum payments under indebtedness agreements outstanding as of March 31, 2014are as follows: | |||||||||
As of March 31, 2014: | 4.50% Convertible | Loan | |||||||
(in thousands) | Senior Notes | Agreement | |||||||
Remainder of 2014 | $ | 2,813 | $ | 11,298 | |||||
2015 | 5,625 | 18,130 | |||||||
2016 | 5,625 | 17,916 | |||||||
2017 | 5,625 | — | |||||||
2018 and thereafter | 141,875 | — | |||||||
$ | 161,563 | $ | 47,344 | ||||||
Less interest | (36,563 | ) | (6,144 | ) | |||||
Less unamortized discount | (50,418 | ) | (1,971 | ) | |||||
Less current portion | — | (12,022 | ) | ||||||
Loans payable, net of current portion | $ | 74,582 | $ | 27,207 |
Common_Stock_Tables
Common Stock (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of Shares Reserved for Future Issuance | ' | ||||||||
The shares reserved for future issuance as of March 31, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | March 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Common stock warrants | 2,443 | 2,777 | |||||||
Options to purchase common stock | 22,243 | 20,107 | |||||||
Conversion of the Notes | 25,000 | 25,000 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees | ' | ||||||||||||||||
The assumptions used to estimate the fair value of options granted to employees at the date of grant for the three months ended March 31, 2014 and 2013 were as follows: | |||||||||||||||||
Three months ended | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.9 | % | 1.1 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected term | 5.8-5.9 years | 5.8-5.9 years | |||||||||||||||
Expected volatility | 70 | % | 67 | % | |||||||||||||
Schedule of Recognized Stock-Based Compensation Expense | ' | ||||||||||||||||
The Company recognized stock-based compensation expense as follows for the three months ended March 31, 2014 and 2013: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Employee awards: | |||||||||||||||||
Research and development | $ | 1,681 | $ | 1,284 | |||||||||||||
General and administrative | 1,292 | 1,090 | |||||||||||||||
Stock-based compensation for employee awards | 2,973 | 2,374 | |||||||||||||||
Stock-based compensation for non-employee awards | (37 | ) | 12 | ||||||||||||||
Total stock-based compensation | $ | 2,936 | $ | 2,386 | |||||||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes stock option activity during the three months ended March 31, 2014: | |||||||||||||||||
Number | Weighted | Remaining | Aggregate | Intrinsic | |||||||||||||
(in thousands, except per share amounts) | of Shares | Average | Contractual | Value | |||||||||||||
Exercise Price | Term | ||||||||||||||||
Outstanding, December 31, 2013 | 20,107 | $ | 3.93 | 6.11 | $ | 38,348 | |||||||||||
Granted | 2,810 | $ | 5.02 | ||||||||||||||
Exercised | (521 | ) | $ | 2.06 | |||||||||||||
Forfeited | (153 | ) | $ | 6.11 | |||||||||||||
Outstanding, March 31, 2014 | 22,243 | $ | 4.09 | 6.41 | $ | 33,398 | |||||||||||
Vested and expected to vest, March 31, 2014 | 21,798 | $ | 4.06 | 6.35 | $ | 33,365 | |||||||||||
Exercisable, March 31, 2014 | 15,769 | $ | 3.36 | 5.27 | $ | 32,975 |
Nature_of_the_Business_Additio
Nature of the Business - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
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 | $124.20 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Security | Silver Creek [Member] | Silver Creek [Member] | Minimum [Member] | Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Ownership interest percentage | ' | ' | 64.00% | 64.00% | ' | ' |
Expected average maturities period of marketable securities classified as available-for-sale | ' | ' | ' | ' | '3 months | '12 months |
Realized gains (losses) recognized on the sale or maturity of securities | $0 | $0 | ' | ' | ' | ' |
Aggregate Fair Value | 37,581,000 | ' | ' | ' | ' | ' |
Number of securities in unrealized loss position for less than 12 months | 12 | ' | ' | ' | ' | ' |
Other-than-temporary-impairment investments | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Non-Controlling Interest in Subsidiary (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Temporary Equity Disclosure [Abstract] | ' | ' |
Balance at the beginning of the period | $337 | $97 |
Net loss attributable to Silver Creek | -169 | -170 |
Balance at the end of the period | $168 | ($73) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Available-for-Sale Securities, All of Which Have Maturities of Twelve Months or Less (Detail) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | $57,287 |
Unrealized Gains | 1 |
Unrealized Losses | -9 |
Fair Value | 57,279 |
Commercial Paper [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 26,796 |
Unrealized Gains | 1 |
Unrealized Losses | -1 |
Fair Value | 26,796 |
Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 30,491 |
Unrealized Gains | ' |
Unrealized Losses | -8 |
Fair Value | $30,483 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Available-for-Sale Securities in an Unrealized Loss Position (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate Fair Value | $37,581 |
Unrealized Losses | -9 |
Commercial Paper [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate Fair Value | 7,098 |
Unrealized Losses | -1 |
Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Aggregate Fair Value | 30,483 |
Unrealized Losses | ($8) |
Net_Loss_Per_Common_Share_Addi
Net Loss Per Common Share - Additional Information (Detail) (4.50% Convertible Senior Notes [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Jul. 31, 2013 |
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% |
Net_Loss_Per_Common_Share_Sche
Net Loss Per Common Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted Average Shares (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Common Stock Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities (in shares) | 2,443 | 2,779 |
Options to Purchase Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities (in shares) | 22,243 | 20,664 |
4.50% Convertible Senior Notes [Member] | ' | ' |
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 $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Nov. 10, 2009 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 5-May-11 | 5-May-11 | 5-May-11 | 5-May-11 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Sanofi [Member] | Sanofi [Member] | Actavis [Member] | Actavis [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | PharmaEngine [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | |||
Development and Regulatory Milestone [Member] | Sales Milestone [Member] | Phase 3 Clinical Trial in Pancreatic Cancer [Member] | Sanofi [Member] | PharmaEngine [Member] | PharmaEngine [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront license fee received | ' | ' | $60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone license fee received | ' | ' | ' | 25,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' |
Budget period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' |
Expected development period from the effective date of agreement | ' | ' | '12 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development services performed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,800,000 | ' | ' |
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 | 30,324,000 | 36,989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 300,000 |
Eligible milestone payments | ' | ' | ' | ' | ' | 15,500,000 | ' | ' | ' | ' | ' | ' | ' |
Agreement expiration term respect to each product | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' |
Additional renewal term | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period of termination | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' |
Milestones and development expenses | ' | ' | ' | ' | $2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
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 $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
License and Collaboration Agreements [Member] | Sanofi [Member] | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' |
Upfront payment | $1,250 | $1,250 | ' |
Milestone payment | 521 | 521 | ' |
Development services | 10,700 | 11,590 | ' |
Manufacturing services and other | 563 | 741 | ' |
Total | 13,034 | 14,102 | ' |
Accounts receivable, billed | 4,283 | ' | 2,357 |
Accounts receivable, unbilled | 7,513 | ' | 3,417 |
Deferred revenues | $71,058 | ' | $73,392 |
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 $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Investments | $57,279 | ' |
Commercial Paper [Member] | ' | ' |
Assets: | ' | ' |
Investments | 26,796 | ' |
Corporate Debt Securities [Member] | ' | ' |
Assets: | ' | ' |
Investments | 30,483 | ' |
Level 1 [Member] | Recurring Basis [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 59,471 | 47,740 |
Level 1 [Member] | Recurring Basis [Member] | Commercial Paper [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Investments | ' | ' |
Level 1 [Member] | Recurring Basis [Member] | Corporate Debt Securities [Member] | ' | ' |
Assets: | ' | ' |
Investments | ' | ' |
Level 2 [Member] | Recurring Basis [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Level 2 [Member] | Recurring Basis [Member] | Commercial Paper [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | 13,998 |
Investments | 26,796 | 49,680 |
Level 2 [Member] | Recurring Basis [Member] | Corporate Debt Securities [Member] | ' | ' |
Assets: | ' | ' |
Investments | 30,483 | 40,436 |
Level 3 [Member] | Recurring Basis [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Level 3 [Member] | Recurring Basis [Member] | Commercial Paper [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | ' |
Investments | ' | ' |
Level 3 [Member] | Recurring Basis [Member] | Corporate Debt Securities [Member] | ' | ' |
Assets: | ' | ' |
Investments | ' | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Marketable securities with an original maturity | 'greater than three months |
Fair Value [Member] | Level 3 [Member] | Hercules [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 40.2 |
Carrying Value [Member] | Level 3 [Member] | Hercules [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 40.4 |
Senior Convertible Notes [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Principal amount | 125 |
Senior Convertible Notes [Member] | Fair Value [Member] | Level 2 [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 126.4 |
Senior Convertible Notes [Member] | Carrying Value [Member] | Level 2 [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Notes | 74.6 |
Maximum [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Liquid investments with an original maturity | '3 months |
Accounts_Payable_Accrued_Expen2
Accounts Payable, Accrued Expenses and Other - Schedule of Accounts Payable, Accrued Expenses and Other (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' |
Accounts payable | $5,451 | $1,889 |
Accrued goods and services | 22,383 | 26,031 |
Accrued payroll and related benefits | 4,167 | 7,255 |
Accrued interest | 1,551 | 2,926 |
Accrued dividends payable | 25 | 25 |
Deferred tax incentives | 533 | 688 |
Total accounts payable, accrued expenses and other | $34,110 | $38,814 |
Borrowings_Schedule_of_Future_
Borrowings - Schedule of Future Minimum Payments under the Loans Payable (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Loans payable, net of current portion | $101,789 | $103,427 |
4.50% Convertible Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Remainder of 2014 | 2,813 | ' |
2015 | 5,625 | ' |
2016 | 5,625 | ' |
2017 | 5,625 | ' |
2018 and thereafter | 141,875 | ' |
Loans payable, gross | 161,563 | ' |
Less interest | -36,563 | ' |
Less unamortized discount | -50,418 | ' |
Less current portion | ' | ' |
Loans payable, net of current portion | 74,582 | ' |
Loans Payable [Member] | Loan and Security Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Remainder of 2014 | 11,298 | ' |
2015 | 18,130 | ' |
2016 | 17,916 | ' |
2017 | ' | ' |
2018 and thereafter | ' | ' |
Loans payable, gross | 47,344 | ' |
Less interest | -6,144 | ' |
Less unamortized discount | -1,971 | ' |
Less current portion | -12,022 | ' |
Loans payable, net of current portion | $27,207 | ' |
Borrowings_Additional_Informat
Borrowings - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 30, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Hercules [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | Silver Creek Convertible Note [Member] | ||
Loan and Security Agreement [Member] | ||||||||
Schedule Of Debt Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | $125,000,000 | ' | ' |
Proceeds from issuance of convertible senior notes, net | ' | ' | ' | ' | ' | 120,600,000 | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | 4.50% | 4.50% | 4.50% | ' |
Debt Maturity Date | 15-Jul-20 | ' | ' | ' | ' | ' | ' | ' |
Conversion rate of common stock shares per $1,000 principal amount | ' | ' | ' | ' | 160 | ' | ' | ' |
Conversion ratio, principal amount | ' | ' | ' | ' | 1,000 | 1,000 | ' | ' |
Initial conversion price of shares (in dollars per share) | ' | ' | ' | ' | $6.25 | $6.25 | ' | ' |
Underwriting discounts and commissions and offering expenses | ' | ' | ' | ' | 4,400,000 | ' | ' | ' |
Interest expense | ' | 1,200,000 | 1,100,000 | ' | ' | ' | 3,400,000 | ' |
Aggregate principal amount of loans received | ' | ' | ' | 40,000,000 | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | $50,418,000 | $1,600,000 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2014 |
In Millions, except Share data, unless otherwise specified | Hercules [Member] | ||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ' |
Common stock, par value | $0.01 | $0.01 | ' |
Common stock, shares issued | 103,361,000 | 102,523,000 | ' |
Common stock, shares outstanding | 103,361,000 | 102,523,000 | ' |
Warrants exercised to purchase common stock | ' | ' | 302,143 |
Proceeds from exercise of warrant | ' | ' | $1.10 |
Common_Stock_Schedule_of_Share
Common Stock - Schedule of Shares Reserved for Future Issuance (Detail) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Equity [Abstract] | ' | ' |
Common stock warrants | 2,443 | 2,777 |
Options to purchase common stock | 22,243 | 20,107 |
Conversion of the Notes | 25,000 | 25,000 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock options issued (in shares) | ' | 2,810,000 | ' | ' |
Stock Incentive Plan 2011 [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Shares of common stock available for grant | ' | 2,600,000 | ' | 1,700,000 |
Additional common stock available for grant (in shares) | 3,600,000 | ' | ' | ' |
Stock options issued (in shares) | ' | 2,800,000 | 2,700,000 | ' |
Employee [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Options vesting period | ' | '3 years | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees (Detail) (Options to Purchase Common Stock [Member]) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 1.90% | 1.10% |
Expected dividend yield | 0.00% | 0.00% |
Expected volatility | 70.00% | 67.00% |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term | '5 years 9 months 18 days | '5 years 9 months 18 days |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected term | '5 years 10 months 24 days | '5 years 10 months 24 days |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Recognized Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense for employee awards | $2,973 | $2,374 |
Stock-based compensation expense for non-employee awards | -37 | 12 |
Total stock-based compensation expense | 2,936 | 2,386 |
Research and Development Expense [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense for employee awards | 1,681 | 1,284 |
General and Administrative Expense [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expense for employee awards | $1,292 | $1,090 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding [Roll Forward] | ' | ' |
Number of Shares, Outstanding, Beginning balance | 20,107 | ' |
Number of Shares, Granted | 2,810 | ' |
Number of Shares, Exercised | -521 | ' |
Number of Shares, Forfeited | -153 | ' |
Number of Shares, Outstanding, Ending balance | 22,243 | 20,107 |
Number of shares vested and expected to vest | 21,798 | ' |
Number of stock option exercisable | 15,769 | ' |
Weighted Average Exercise Price, Outstanding, Beginning balance | $3.93 | ' |
Weighted Average Exercise Price, Granted | $5.02 | ' |
Weighted Average Exercise Price, Exercised | $2.06 | ' |
Weighted Average Exercise Price, Forfeited | $6.11 | ' |
Weighted Average Exercise Price, Outstanding, Ending balance | $4.09 | $3.93 |
Weighted average exercise price of shares vested and expected to vest (in dollars per share) | $4.06 | ' |
Weighted average exercise price for exercisable option (in dollars per share) | $3.36 | ' |
Remaining Contractual Term | '6 years 4 months 28 days | '6 years 1 month 10 days |
Remaining Contractual Term, Vested and expected to vest | '6 years 4 months 6 days | ' |
Remaining Contractual Term, Exercisable | '5 years 3 months 7 days | ' |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $38,348 | ' |
Aggregate Intrinsic Value, Outstanding, Ending balance | 33,398 | 38,348 |
Aggregate Intrinsic Value, Vested and expected to vest | 33,365 | ' |
Aggregate Intrinsic Value, Exercisable | $32,975 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Commitments And Contingencies Disclosure [Abstract] | ' | ' |
Total rent expense | $1.50 | $1.30 |
Aggregate landlord reimbursable tenant improvements outstanding under the existing lease and the lease amendment | $0.90 | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, unless otherwise specified | 31-May-14 |
Employees | |
Subsequent Event [Member] | ' |
Subsequent Event [Line Items] | ' |
Tax incentive awarded | $0.60 |
State research and development tax credits monetized | $0.60 |
Number of incremental employees pledged to be hired | 31 |