Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 105,884,138 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $100,323 | $65,086 |
Available-for-sale securities | 53,356 | 90,116 |
Restricted cash | 101 | 101 |
Accounts receivable | 2,568 | 5,857 |
Prepaid expenses and other current assets | 5,795 | 5,484 |
Total current assets | 162,143 | 166,644 |
Restricted cash | 584 | 584 |
Property and equipment, net | 14,313 | 13,364 |
Other assets | 152 | 175 |
Intangible assets, net | 1,605 | 1,845 |
In-process research and development | 6,200 | 6,200 |
Goodwill | 3,605 | 3,605 |
Total assets | 188,602 | 192,417 |
Current liabilities: | ' | ' |
Accounts payable, accrued expenses and other | 35,989 | 38,814 |
Deferred revenues | 68,737 | 9,336 |
Deferred rent | 1,282 | 1,336 |
Long-term debt, current portion | 15,227 | 8,248 |
Total current liabilities | 121,235 | 57,734 |
Deferred revenues, net of current portion | 56,264 | 66,139 |
Deferred rent, net of current portion | 5,710 | 6,538 |
Deferred tax incentives, net of current portion | 629 | 507 |
Long-term debt, net of current portion | 103,428 | 103,427 |
Accrued interest | 1,200 | 1,200 |
Total liabilities | 288,466 | 235,545 |
Commitments and contingencies (Note 10) | ' | ' |
Non-controlling interest | -150 | 337 |
Stockholders' deficit: | ' | ' |
Preferred stock, $0.01 par value: 10,000 shares authorized at September 30, 2014 and December 31, 2013; no shares issued or outstanding at September 30, 2014 or December 31, 2013 | ' | ' |
Common stock, $0.01 par value: 200,000 shares authorized at September 30, 2014 and December 31, 2013; 105,655 and 102,523 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 1,057 | 1,025 |
Additional paid-in capital | 545,112 | 527,779 |
Accumulated other comprehensive loss | -43 | -24 |
Accumulated deficit | -645,840 | -572,245 |
Total stockholders' deficit | -99,714 | -43,465 |
Total liabilities, non-controlling interest and stockholders' deficit | $188,602 | $192,417 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 105,655,000 | 102,523,000 |
Common stock, shares outstanding | 105,655,000 | 102,523,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Collaboration revenues | $28,002 | $6,856 | $68,851 | $39,963 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 43,632 | 37,630 | 107,751 | 117,084 |
General and administrative | 8,095 | 5,150 | 22,240 | 15,177 |
Total operating expenses | 51,727 | 42,780 | 129,991 | 132,261 |
Loss from operations | -23,725 | -35,924 | -61,140 | -92,298 |
Other income and expenses | ' | ' | ' | ' |
Interest income | 7 | 36 | 62 | 123 |
Interest expense | -4,585 | -3,946 | -13,666 | -6,459 |
Other, net | 265 | 71 | 662 | 297 |
Net loss | -28,038 | -39,763 | -74,082 | -98,337 |
Less net loss attributable to non- controlling interest | -137 | -132 | -487 | -471 |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | -27,901 | -39,631 | -73,595 | -97,866 |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Unrealized (loss) gain on available-for-sale securities | -40 | -11 | -19 | 22 |
Other comprehensive (loss) income | -40 | -11 | -19 | 22 |
Comprehensive loss | ($27,941) | ($39,642) | ($73,614) | ($97,844) |
Net loss per share available to common stockholders-basic and diluted | ($0.27) | ($0.39) | ($0.71) | ($1) |
Weighted-average common shares used in computing net loss per share available to common stockholders-basic and diluted | 104,871 | 101,155 | 103,863 | 97,754 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Cash flows from operating activities | ' | ' |
Net loss | ($74,082) | ($98,337) |
Adjustments to reconcile net loss to net cash used in operating activities | ' | ' |
Non-cash interest expense | 6,393 | 2,341 |
Depreciation and amortization | 2,811 | 1,926 |
Stock-based compensation | 9,941 | 7,953 |
Other non-cash items | ' | 810 |
Changes in operating assets and liabilities | ' | ' |
Purchased premiums and interest on available-for-sale securities | 432 | -1,535 |
Accounts receivable | 4,130 | 432 |
Accounts payable, accrued expenses and other | -2,077 | 19,741 |
Deferred revenues | 49,526 | -4,738 |
Other assets and liabilities, net | -197 | 3,657 |
Net cash used in operating activities | -3,123 | -67,750 |
Cash flows from investing activities | ' | ' |
Purchases of available-for-sale securities | -70,934 | -78,699 |
Proceeds from maturities of available-for-sale securities | 106,733 | 74,140 |
Purchases of property and equipment | -4,714 | -9,061 |
Other investing activities, net | ' | -56 |
Net cash provided by (used in) investing activities | 31,085 | -13,676 |
Cash flows from financing activities | ' | ' |
Proceeds from exercise of common stock options and warrants | 6,581 | 28,271 |
Proceeds from convertible notes issued by majority owned subsidiary, net of issuance costs | 700 | 274 |
Proceeds from issuance of convertible senior notes, net of issuance costs | ' | 120,621 |
Payments of dividends on Series B convertible preferred stock | -7 | -3 |
Other financing activities, net | 1 | ' |
Net cash provided by financing activities | 7,275 | 149,163 |
Net increase in cash and cash equivalents | 35,237 | 67,737 |
Cash and cash equivalents, beginning of period | 65,086 | 37,714 |
Cash and cash equivalents, end of period | 100,323 | 105,451 |
Non-cash investing and financing activities | ' | ' |
Issuance of derivative liability | 88 | 35 |
Property and equipment in accounts payable and accrued expenses | 653 | 1,761 |
Disposal of fully depreciated assets | 1,598 | 136 |
Receivables related to stock option exercises | 841 | ' |
Reclassification of deferred financing costs to issuance costs | ' | 278 |
Value of equity premium on convertible senior notes, net of issuance costs, classified in Stockholders' Deficit | ' | 51,876 |
Supplemental disclosure of cash flows | ' | ' |
Cash paid for interest | $8,806 | $2,849 |
Nature_of_the_Business
Nature of the Business | 9 Months Ended |
Sep. 30, 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 also has 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 September 30, 2014, the Company had unrestricted cash and cash equivalents and available-for-sale securities of $153.7 million. The Company expects that its existing unrestricted cash and cash equivalents and available-for-sale securities as of September 30, 2014 and anticipated cost sharing reimbursements under its license and collaboration agreement with Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA (collectively “Baxter”) related to MM-398 will enable the Company to fund operations into the second half of 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 | 9 Months Ended | ||||||||||||
Sep. 30, 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 September 30, 2014, and for the three and nine months ended September 30, 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 September 30, 2014, and for the three and nine months ended September 30, 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 and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014, or any future period. | |||||||||||||
On September 23, 2014, the Company merged its wholly owned subsidiary, Merrimack Pharmaceuticals (Bermuda) Ltd. (“Merrimack Bermuda”), with and into the Company, with the Company being the surviving corporation (the “Merger”). These condensed consolidated financial statements include the consolidated accounts of Merrimack Bermuda prior to the Merger. | |||||||||||||
These condensed consolidated financial statements also include the accounts of the Company and its 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 September 30, 2014 and December 31, 2013. The consolidated financial statement activity related to Silver Creek was as follows: | |||||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||
Balance at December 31, 2013 | $ | 337 | |||||||||||
Net loss attributable to Silver Creek | (487 | ) | |||||||||||
Balance at September 30, 2014 | $ | (150 | ) | ||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||
Balance at December 31, 2012 | $ | 97 | |||||||||||
Net loss attributable to Silver Creek | (471 | ) | |||||||||||
Balance at September 30, 2013 | $ | (374 | ) | ||||||||||
In April 2014, Silver Creek named a new Chief Executive Officer and made changes to its board of directors. The Company remains the primary beneficiary of Silver Creek, so these changes to Silver Creek’s management and directors did not effect a change on the consolidation of Silver Creek for financial reporting purposes. | |||||||||||||
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, accounting for revenue period of substantial involvement 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 (loss) 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 and nine months ended September 30, 2014 or 2013. | |||||||||||||
Available-for-sale securities, all of which have maturities of twelve months or less, as of September 30, 2014 consisted of the following: | |||||||||||||
Amortized | Unrealized | Fair | |||||||||||
Cost | Losses | Value | |||||||||||
(in thousands) | |||||||||||||
September 30, 2014: | |||||||||||||
Commercial paper | $ | 3,000 | $ | — | $ | 3,000 | |||||||
Corporate debt securities | 50,400 | (44 | ) | 50,356 | |||||||||
Total | $ | 53,400 | $ | (44 | ) | $ | 53,356 | ||||||
The aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months as of September 30, 2014 was $50.4 million, which consisted of several corporate debt securities comprising the total balance. 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 income (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 when 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 the amount of the loss is recognized in other income (expense). | |||||||||||||
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 the recovery of their amortized cost bases, which may occur upon 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 September 30, 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. | |||||||||||||
On September 23, 2014, the Company entered into a license and collaboration agreement with Baxter, which was evaluated under the accounting guidance 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. 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. | |||||||||||||
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. | |||||||||||||
Other Income and Expense | |||||||||||||
The Company records gains and losses on the recognition of federal and state sponsored tax incentives and other one-time income or expense-related items in other income (expense). | |||||||||||||
In May 2014, the Company received an award of $0.6 million of tax incentives from the Massachusetts Life Sciences Center, which allows 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 achieved this pledge in the third quarter of 2014 and will amortize the benefit of this monetization on a straight-line basis over the five-year performance period. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This guidance 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. | |||||||||||||
In May 2014, the FASB issued guidance which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. This guidance will be effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The Company is currently evaluating the potential impact that the adoption of this guidance and the related transition guidance may have on the consolidated financial statements. | |||||||||||||
In August 2014, the FASB issued guidance outlining management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and providing guidance on determining when and how to disclose going concern uncertainties in the financial statements. This guidance will be effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not anticipate a material impact to the Company’s consolidated financial statements as a result of this change. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 9 Months Ended | ||||||||
Sep. 30, 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 and nine months ended September 30, 2014 and 2013 causes such securities to be anti-dilutive. The potential dilutive effect of these securities is shown in the chart below: | |||||||||
As of September 30, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Options to purchase common stock | 20,547 | 20,355 | |||||||
Common stock warrants | 2,402 | 2,777 | |||||||
Conversion premium on the Notes | 25,000 | 25,000 |
License_and_Collaboration_Agre
License and Collaboration Agreements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||
License and Collaboration Agreements | ' | ||||||||||||||||
4. License and Collaboration Agreements | |||||||||||||||||
Baxter | |||||||||||||||||
On September 23, 2014, the Company and Baxter entered into a license and collaboration agreement (the “Baxter Agreement”) for the development and commercialization of MM-398 outside of the United States and Taiwan (the “Licensed Territory”). As part of the Baxter Agreement, the Company granted Baxter an exclusive, royalty-bearing right and license under the Company’s patent rights and know-how to develop and commercialize MM-398 in the Licensed Territory. Baxter is responsible for using commercially reasonable efforts to develop, obtain regulatory approvals for and, following regulatory approval, commercializing MM-398 in the Licensed Territory. A joint steering committee comprised of an equal number of representatives from each of Baxter and the Company is responsible for approving changes to the global development plan for MM-398, including all budgets, and overseeing the parties’ development and commercialization activities with respect to MM-398. Unless otherwise agreed, the Company will be responsible for conducting all clinical trials contemplated by the global development plan for MM-398 and manufacturing all clinical material needed for such trials. | |||||||||||||||||
Under the terms of the Baxter Agreement, the Company received a $100.0 million upfront, nonrefundable cash payment. In addition, the Company is eligible to receive from Baxter (i) up to an aggregate of $100.0 million upon the achievement of specified research and development milestones, (ii) up to an aggregate of $520.0 million upon the achievement of specified regulatory milestones and (iii) up to an aggregate of $250.0 million upon the achievement of specified sales milestones. Under the terms of the Baxter Agreement, the Company will bear up to the first $98.8 million of costs related to the development of MM-398 for pancreatic cancer patients who have not previously received gemcitabine; however, the Company expects most of these costs to be offset by payments received upon the achievement of clinical trial-related milestones. The Company and Baxter will share equally all other clinical trial costs contemplated by the global development plan. The Company is also entitled to tiered, escalating royalties ranging from sub-teen double-digits to low twenties percentages of net sales of MM-398 in the Licensed Territory. | |||||||||||||||||
The Company and Baxter expect to enter into a commercial supply agreement pursuant to which the Company will supply MM-398 bulk drug substance to Baxter and, at Baxter’s option, may manage fill and finish activities to be conducted by a third party contract manufacturer for Baxter. Baxter also has the option to manufacture MM-398 itself, in which case the Company will perform a technology transfer of its manufacturing process to Baxter. | |||||||||||||||||
Under the Baxter Agreement, the Company granted Baxter a right of first negotiation to obtain a license to develop and commercialize MM-111, MM-141 and MM-302 outside of the United States. | |||||||||||||||||
If not terminated earlier by either party, the Baxter Agreement will expire upon expiration of all royalty and other payment obligations of Baxter under the Baxter Agreement. Either party may terminate the Baxter Agreement in the event of an uncured material breach by the other party. Baxter may also terminate the Baxter Agreement on a product-by-product, country-by-country or sub-territory-by-sub-territory basis or in its entirety, for its convenience, upon 180 days’ prior written notice. In addition, the Company may terminate the Baxter Agreement if Baxter challenges or supports any challenge of the Company’s licensed patent rights. | |||||||||||||||||
At the inception of the collaboration, the Company identified the following deliverables as part of the Baxter Agreement: (i) license to develop and commercialize MM-398 in Baxter’s territories, (ii) discovery, research, development and manufacturing services required to complete ongoing clinical trials related to MM-398, (iii) discovery, research, development and manufacturing services needed to complete future clinical trials in further indications related to MM-398, (iv) the option to perform a technology transfer of the Company’s manufacturing process related to the production of MM-398 to Baxter and (v) participation on the joint steering committee. | |||||||||||||||||
The Company concluded that none of the deliverables identified at the inception of the collaboration has standalone value from the other undelivered elements. As such, all deliverables represent a single unit of accounting. | |||||||||||||||||
The Company has determined that the collaboration represents a services agreement and as such has estimated the level of effort expected to be incurred as a result of providing the identified deliverables. The Company will recognize revenue from the upfront payment, non-substantive milestone payments and payments related to discovery, research, development and technology transfer services based on proportional performance as effort is incurred over the expected services period. | |||||||||||||||||
Research, development and regulatory milestones that are considered substantive on the basis of the contingent nature of the milestone will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. All sales milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. | |||||||||||||||||
During the three and nine months ended September 30, 2014, the Company recognized no revenue associated with the Baxter Agreement. As of September 30, 2014, the Company had $100.0 million of deferred revenue related to the Baxter Agreement, $47.5 million of which is classified as current, with the remainder classified as non-current in the condensed consolidated balance sheets based upon the Company’s estimate of revenue that will be recognized within the next twelve months. | |||||||||||||||||
Sanofi | |||||||||||||||||
On September 30, 2009, the Company and Sanofi entered into a license and collaboration agreement (the “Sanofi Agreement”) for the development and commercialization of MM-121. The Sanofi 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 Sanofi Agreement through September 30, 2014, the Company has received total milestone payments of $25.0 million pursuant to the Sanofi Agreement. Under the Sanofi Agreement, Sanofi is responsible for all MM-121 development and manufacturing costs. 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 rate. | |||||||||||||||||
On June 17, 2014, the Company and Sanofi agreed to terminate the Sanofi Agreement effective December 17, 2014, although the Company has the right to accelerate such termination date. In connection with the agreement to terminate the Sanofi Agreement, among other things, Sanofi transferred ownership of the investigational new drug application for MM-121 back to the Company in July 2014, and the Company waived Sanofi’s obligation to reimburse the Company for MM-121 development costs incurred after the effective termination date. Effective upon the termination of the Sanofi Agreement, the Company will not be entitled to receive any additional fees, milestone payments or reimbursements from the collaboration. | |||||||||||||||||
The Company recognizes cost reimbursements for MM-121 development services within the period they are incurred and billable. Billable expenses are identified during each specified budget period. For the three and nine months ended September 30, 2014, this specified budget period was prospectively determined to end December 17, 2014, although the specified allowable budget expense was not changed. In the event that total development services expense incurred and expected to be incurred during the same period exceed the total contractually allowed billable amount for development services during that 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. | |||||||||||||||||
At the inception of the collaboration, the Company determined that the license, the right to future technology, back-up compounds, participation on steering committees and manufacturing services performance obligations comprising the Sanofi Agreement 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 was initially estimated at 12 years from the effective date of the Sanofi Agreement. | |||||||||||||||||
As a result of the Company and Sanofi agreeing to terminate the Sanofi Agreement, the development period was revised to end as of December 17, 2014. Accordingly, the balance of the deferred revenue remaining on April 1, 2014 is being recognized prospectively on a straight-line basis over the remaining development period, estimated to end on December 17, 2014, in accordance with current generally accepted principles on revenue recognition. | |||||||||||||||||
During the three and nine months ended September 30, 2014 and 2013, the Company recognized revenue based on the following components of the Sanofi Agreement: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Upfront payment | $ | 13,415 | $ | 1,250 | $ | 27,933 | $ | 3,750 | |||||||||
Milestone payments | 5,590 | 521 | 11,639 | 1,562 | |||||||||||||
Development services | 2,953 | 4,521 | 16,694 | 30,794 | |||||||||||||
Manufacturing services and other | 6,044 | 564 | 12,585 | 3,304 | |||||||||||||
Total | $ | 28,002 | $ | 6,856 | $ | 68,851 | $ | 39,410 | |||||||||
The Company performs development services for which revenue is recognized under the Sanofi Agreement in accordance with the specified budget period. Additionally, for the nine months ended September 30, 2014, there is approximately $5.8 million of increased revenue related to the Company receiving budget approval for expenses incurred prior to December 31, 2013. | |||||||||||||||||
As of September 30, 2014 and December 31, 2013, the Company maintained the following assets and liabilities related to the Sanofi Agreement: | |||||||||||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | |||||||||||||||
Accounts receivable, billed | $ | 1,387 | $ | 2,357 | |||||||||||||
Accounts receivable, unbilled | 302 | 3,417 | |||||||||||||||
Deferred revenue | 21,236 | 73,392 | |||||||||||||||
PharmaEngine, Inc. | |||||||||||||||||
On May 5, 2011, the Company and PharmaEngine, Inc. (“PharmaEngine”) entered into an assignment, sublicense and collaboration agreement (the “PharmaEngine Agreement”) under which the Company reacquired rights in Europe and certain countries in Asia to MM-398. In exchange, the Company agreed to pay PharmaEngine a nonrefundable, noncreditable upfront payment of $10.0 million and up to an additional $80.0 million in aggregate development and regulatory milestones and $130.0 million in aggregate sales milestones. During the first quarter of 2012, the Company paid a development milestone of $5.0 million under the PharmaEngine Agreement 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. PharmaEngine is not responsible for any future development costs of MM-398 except those required specifically for regulatory approval in Taiwan. | |||||||||||||||||
On September 22, 2014, the Company amended the PharmaEngine Agreement to redefine sublicense revenue and reduce the portion of sublicense revenue that the Company is required to pay to PharmaEngine. As a result of this amendment, the Company made a $7.0 million milestone payment to PharmaEngine in September 2014. Additionally, as a result of this amendment, a previously contingent $5.0 million milestone payment is now payable to PharmaEngine upon the earlier of either the U.S Food and Drug Administration’s acceptance of a new drug application for MM-398 or April 30, 2015. Prior to the amendment of the PharmaEngine Agreement, this milestone payment was contingent upon the award of certain specified regulatory designations. These milestone payments were recognized as research and development expense during the three months ended September 30, 2014. | |||||||||||||||||
During the three months ended September 30, 2014 and 2013, the Company recognized research and development expenses of $12.4 million and $0.5 million, respectively, and during the nine months ended September 30, 2014 and 2013, the Company recognized research and development expenses of $12.5 million and $1.0 million, respectively, related to the PharmaEngine Agreement. | |||||||||||||||||
Actavis | |||||||||||||||||
On November 25, 2013, the Company and Watson Laboratories, Inc. (“Actavis”) entered into a development, license and supply agreement (the “Actavis 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 Actavis Agreement, Actavis is responsible for all costs related to finished product processing and global commercialization. Pursuant to the Actavis 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 under the Actavis Agreement, of which $2.9 million has been received through September 30, 2014, with the remainder relating to development funding and development, regulatory and commercial milestone payments related to the Initial Product. The Company will also receive a double digit percentage 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 Actavis 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 Actavis Agreement in the event of an uncured material breach or bankruptcy filing by the other party. Actavis may also terminate the Actavis 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 $3.8 million as of September 30, 2014 and $2.1 million as of December 31, 2013 related to the Actavis Agreement. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||
Sep. 30, 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 assets and liabilities. | |||||||||||||
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 Measurements | |||||||||||||
The following tables show assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013 and the input categories associated with those assets and liabilities: | |||||||||||||
(in thousands) | |||||||||||||
As of September 30, 2014 | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Cash equivalents – money market funds | $ | 90,334 | $ | — | $ | — | |||||||
Cash equivalents – commercial paper | — | 3,200 | — | ||||||||||
Investments – commercial paper | — | 3,000 | — | ||||||||||
Investments – corporate debt securities | — | 50,356 | — | ||||||||||
As of December 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Cash equivalents – money market funds | $ | 47,740 | $ | — | $ | — | |||||||
Cash equivalents – corporate debt securities | — | 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 (loss). 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 $193.1 million as of September 30, 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 $78.6 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 $40.6 million and $40.5 million, respectively, as of September 30, 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. | |||||||||||||
The immaterial fair value of a derivative liability as of September 30, 2014 was determined using a probability-weighted valuation based upon the likelihood of Silver Creek achieving a qualified financing, which is classified as a Level 3 input, as described in Note 7, “Borrowings.” |
Accounts_Payable_Accrued_Expen
Accounts Payable, Accrued Expenses and Other | 9 Months Ended | ||||||||
Sep. 30, 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 September 30, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | |||||||
Accounts payable | $ | 2,639 | $ | 1,889 | |||||
Accrued goods and services | 23,910 | 26,031 | |||||||
Accrued payroll and related benefits | 7,359 | 7,255 | |||||||
Accrued interest | 1,551 | 2,926 | |||||||
Accrued dividends payable | 18 | 25 | |||||||
Deferred tax incentives | 512 | 688 | |||||||
Total accounts payable, accrued expenses and other | $ | 35,989 | $ | 38,814 |
Borrowings
Borrowings | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Borrowings | ' | ||||||||
7. Borrowings | |||||||||
Future minimum payments under indebtedness agreements outstanding as of September 30, 2014 are as follows: | |||||||||
(in thousands) | 4.50% Convertible | Loan | |||||||
Senior Notes | |||||||||
As of September 30, 2014: | Agreement | ||||||||
Remainder of 2014 | $ | — | $ | 4,548 | |||||
2015 | 5,625 | 18,135 | |||||||
2016 | 5,625 | 23,804 | |||||||
2017 | 5,625 | — | |||||||
2018 and thereafter | 141,875 | — | |||||||
158,750 | 46,487 | ||||||||
Less interest | (33,750 | ) | (5,287 | ) | |||||
Less unamortized discount | (46,409 | ) | (1,748 | ) | |||||
Less current portion | — | (14,615 | ) | ||||||
Loans payable, net of current portion | $ | 78,591 | $ | 24,837 | |||||
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 and nine months ended September 30, 2014, interest expense related to the outstanding principal balance of the Notes was $3.4 million and $10.3 million, respectively. For both the three and nine months ended September 30, 2013, interest expense related to the outstanding principal balance of the Notes was $2.8 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, had previously 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. On June 25, 2014, the Company entered into an amendment to the Loan Agreement, whereby the Company and Hercules agreed to extend until October 1, 2014 the period during which the Company makes interest-only payments. On November 6, 2014, the Company entered into a further amendment to the Loan Agreement, whereby the Company and Hercules agreed to extend by four additional months the period during which the Company makes interest-only payments. As a result, the Company will repay the aggregate outstanding principal balance of the loan in equal monthly installments of principal and interest (based on a 30 month amortization schedule) beginning on February 1, 2015. The remaining principal balance and interest will be due and payable on November 1, 2016. This amendment was treated as a debt modification for accounting purposes. | |||||||||
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 and nine months ended September 30, 2014, interest expense related to Hercules loans payable was $1.2 million and $3.6 million, respectively. For the three and nine months ended September 30, 2013, interest expense related to Hercules loans payable was also $1.2 million and $3.7 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. | |||||||||
Convertible Notes - Silver Creek | |||||||||
Between April and September 2014, the Company’s majority owned subsidiary, Silver Creek, issued an aggregate of $0.7 million in convertible notes to multiple legal entities pursuant to a Note Purchase Agreement. The notes bear interest at 6% and mature and convert, along with accrued interest, into Silver Creek Series A preferred stock on December 31, 2014. If at any time prior to maturity Silver Creek enters into a qualifying equity financing, defined as a sale or series of related sales of equity securities prior to the maturity date and resulting in at least $4.0 million of gross proceeds, the notes will automatically convert into the next qualifying equity financing at a 25% discount. The Company determined that this convertible feature met the definition of a derivative and required separate accounting treatment. The derivative was deemed to be immaterial upon issuance and as of September 30, 2014 using a probability-weighted model, and was recorded as a derivative liability within other current liabilities on the consolidated balance sheets. As of September 30, 2014, Silver Creek had outstanding borrowings of $0.6 million, net of immaterial debt discounts. For the three and nine months ended September 30, 2014, interest expense related to the outstanding principal balance under the Note Purchase Agreement was immaterial. |
Common_Stock
Common Stock | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Common Stock | ' | ||||||||
8. Common Stock | |||||||||
As of September 30, 2014 and December 31, 2013, the Company had 200.0 million shares of $0.01 par value common stock authorized. There were approximately 105.7 million and 102.5 million shares of common stock issued and outstanding as of September 30, 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 September 30, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 20,547 | 20,107 | |||||||
Common stock warrants | 2,402 | 2,777 | |||||||
Conversion premium on the Notes | 25,000 | 25,000 |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based 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 Company’s board of directors 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 nine months ended September 30, 2014 and 2013, the Company issued options to purchase 3.7 million and 3.2 million shares of common stock, respectively. At September 30, 2014, there were 2.0 million shares remaining available for grant under the 2011 Plan. | |||||||||||||||||
The assumptions used to estimate the fair value of options granted to employees and directors at the date of grant for the three and nine months ended September 30, 2014 were as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Risk-free interest rate | 1.8-2.0% | 1.90% | 1.6-2.0% | 0.1-1.9% | |||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||||||
Expected term | 5.8-5.9 years | 5.9 years | 5.0-5.9 years | 5.3-5.9 years | |||||||||||||
Expected volatility | 67-72% | 67-68% | 64-72% | 67-68% | |||||||||||||
Options granted to directors during the three and nine months ended September 30, 2014 vested immediately. Options granted to directors during the three and nine months ended September 30, 2013 vested over a one year period. Options granted to employees generally vest over a three year period. The Company recognized stock-based compensation expense as follows for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Employee awards: | |||||||||||||||||
Research and development | $ | 1,663 | $ | 1,517 | $ | 5,185 | $ | 4,453 | |||||||||
General and administrative | 1,143 | 1,212 | 4,596 | 3,609 | |||||||||||||
Stock-based compensation for employee awards | 2,806 | 2,729 | 9,781 | 8,062 | |||||||||||||
Stock-based compensation for non-employee awards | 44 | (192 | ) | 160 | (109 | ) | |||||||||||
Total stock-based compensation | $ | 2,850 | $ | 2,537 | $ | 9,941 | $ | 7,953 | |||||||||
The stock-based compensation for non-employee awards recognized during the three and nine months ended September 30, 2013 was negative due to the change in fair value of options granted during previous periods. | |||||||||||||||||
The following table summarizes stock option activity during the nine months ended September 30, 2014: | |||||||||||||||||
(in thousands, except per share amounts and years) | Number | Weighted | Weighted | Aggregate | |||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||
Shares | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
Outstanding, December 31, 2013 | 20,107 | $ | 3.93 | 6.11 | $ | 38,348 | |||||||||||
Granted | 3,704 | $ | 5.45 | ||||||||||||||
Exercised | (2,793 | ) | $ | 2.27 | |||||||||||||
Forfeited | (471 | ) | $ | 6.3 | |||||||||||||
Outstanding, September 30, 2014 | 20,547 | $ | 4.37 | 6.38 | $ | 90,628 | |||||||||||
Vested and expected to vest, September 30, 2014 | 20,220 | $ | 4.35 | 6.33 | $ | 89,628 | |||||||||||
Exercisable, September 30, 2014 | 15,313 | $ | 3.84 | 5.5 | $ | 75,699 | |||||||||||
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 | 9 Months Ended |
Sep. 30, 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 $1.4 million and $1.3 million for the three months ended September 30, 2014 and 2013, respectively. Total rent expense under these operating leases was $4.4 million and $4.0 million for the nine months ended September 30, 2014 and 2013, respectively. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Basis of Presentation and Consolidation | ' | ||||||||||||
Basis of Presentation and Consolidation | |||||||||||||
The accompanying condensed consolidated financial statements as of September 30, 2014, and for the three and nine months ended September 30, 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 September 30, 2014, and for the three and nine months ended September 30, 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 and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014, or any future period. | |||||||||||||
On September 23, 2014, the Company merged its wholly owned subsidiary, Merrimack Pharmaceuticals (Bermuda) Ltd. (“Merrimack Bermuda”), with and into the Company, with the Company being the surviving corporation (the “Merger”). These condensed consolidated financial statements include the consolidated accounts of Merrimack Bermuda prior to the Merger. | |||||||||||||
These condensed consolidated financial statements also include the accounts of the Company and its 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 September 30, 2014 and December 31, 2013. The consolidated financial statement activity related to Silver Creek was as follows: | |||||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||
Balance at December 31, 2013 | $ | 337 | |||||||||||
Net loss attributable to Silver Creek | (487 | ) | |||||||||||
Balance at September 30, 2014 | $ | (150 | ) | ||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||
Balance at December 31, 2012 | $ | 97 | |||||||||||
Net loss attributable to Silver Creek | (471 | ) | |||||||||||
Balance at September 30, 2013 | $ | (374 | ) | ||||||||||
In April 2014, Silver Creek named a new Chief Executive Officer and made changes to its board of directors. The Company remains the primary beneficiary of Silver Creek, so these changes to Silver Creek’s management and directors did not effect a change on the consolidation of Silver Creek for financial reporting purposes. | |||||||||||||
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, accounting for revenue period of substantial involvement 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 (loss) 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 and nine months ended September 30, 2014 or 2013. | |||||||||||||
Available-for-sale securities, all of which have maturities of twelve months or less, as of September 30, 2014 consisted of the following: | |||||||||||||
Amortized | Unrealized | Fair | |||||||||||
Cost | Losses | Value | |||||||||||
(in thousands) | |||||||||||||
September 30, 2014: | |||||||||||||
Commercial paper | $ | 3,000 | $ | — | $ | 3,000 | |||||||
Corporate debt securities | 50,400 | (44 | ) | 50,356 | |||||||||
Total | $ | 53,400 | $ | (44 | ) | $ | 53,356 | ||||||
The aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months as of September 30, 2014 was $50.4 million, which consisted of several corporate debt securities comprising the total balance. 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 income (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 when 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 the amount of the loss is recognized in other income (expense). | |||||||||||||
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 the recovery of their amortized cost bases, which may occur upon 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 September 30, 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. | |||||||||||||
On September 23, 2014, the Company entered into a license and collaboration agreement with Baxter, which was evaluated under the accounting guidance 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. 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. | |||||||||||||
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. | |||||||||||||
Other Income and Expense | ' | ||||||||||||
Other Income and Expense | |||||||||||||
The Company records gains and losses on the recognition of federal and state sponsored tax incentives and other one-time income or expense-related items in other income (expense). | |||||||||||||
In May 2014, the Company received an award of $0.6 million of tax incentives from the Massachusetts Life Sciences Center, which allows 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 achieved this pledge in the third quarter of 2014 and will amortize the benefit of this monetization on a straight-line basis over the five-year performance period. | |||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits as either a reduction of a deferred tax asset or a liability when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This guidance 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. | |||||||||||||
In May 2014, the FASB issued guidance which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. This guidance will be effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is not permitted. The Company is currently evaluating the potential impact that the adoption of this guidance and the related transition guidance may have on the consolidated financial statements. | |||||||||||||
In August 2014, the FASB issued guidance outlining management’s responsibility to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and providing guidance on determining when and how to disclose going concern uncertainties in the financial statements. This guidance will be effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not anticipate a material impact to the Company’s consolidated financial statements as a result of this change. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Non-Controlling Interest in Subsidiary | ' | ||||||||||||
The Company’s ownership of Silver Creek was 64% as of September 30, 2014 and December 31, 2013. The consolidated financial statement activity related to Silver Creek was as follows: | |||||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||
Balance at December 31, 2013 | $ | 337 | |||||||||||
Net loss attributable to Silver Creek | (487 | ) | |||||||||||
Balance at September 30, 2014 | $ | (150 | ) | ||||||||||
(in thousands) | Non-Controlling Interest | ||||||||||||
Balance at December 31, 2012 | $ | 97 | |||||||||||
Net loss attributable to Silver Creek | (471 | ) | |||||||||||
Balance at September 30, 2013 | $ | (374 | ) | ||||||||||
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 September 30, 2014 consisted of the following: | |||||||||||||
Amortized | Unrealized | Fair | |||||||||||
Cost | Losses | Value | |||||||||||
(in thousands) | |||||||||||||
September 30, 2014: | |||||||||||||
Commercial paper | $ | 3,000 | $ | — | $ | 3,000 | |||||||
Corporate debt securities | 50,400 | (44 | ) | 50,356 | |||||||||
Total | $ | 53,400 | $ | (44 | ) | $ | 53,356 |
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | ||||||||
Sep. 30, 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: | |||||||||
As of September 30, | |||||||||
(in thousands) | 2014 | 2013 | |||||||
Options to purchase common stock | 20,547 | 20,355 | |||||||
Common stock warrants | 2,402 | 2,777 | |||||||
Conversion premium on the Notes | 25,000 | 25,000 |
License_and_Collaboration_Agre1
License and Collaboration Agreements (Tables) (Sanofi [Member]) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Sanofi [Member] | ' | ||||||||||||||||
Schedule of Revenue Recognized and Assets and Liabilities under Collaborative Arrangements | ' | ||||||||||||||||
During the three and nine months ended September 30, 2014 and 2013, the Company recognized revenue based on the following components of the Sanofi Agreement: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Upfront payment | $ | 13,415 | $ | 1,250 | $ | 27,933 | $ | 3,750 | |||||||||
Milestone payments | 5,590 | 521 | 11,639 | 1,562 | |||||||||||||
Development services | 2,953 | 4,521 | 16,694 | 30,794 | |||||||||||||
Manufacturing services and other | 6,044 | 564 | 12,585 | 3,304 | |||||||||||||
Total | $ | 28,002 | $ | 6,856 | $ | 68,851 | $ | 39,410 | |||||||||
As of September 30, 2014 and December 31, 2013, the Company maintained the following assets and liabilities related to the Sanofi Agreement: | |||||||||||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | |||||||||||||||
Accounts receivable, billed | $ | 1,387 | $ | 2,357 | |||||||||||||
Accounts receivable, unbilled | 302 | 3,417 | |||||||||||||||
Deferred revenue | 21,236 | 73,392 |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 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 September 30, 2014 and December 31, 2013 and the input categories associated with those assets and liabilities: | |||||||||||||
(in thousands) | |||||||||||||
As of September 30, 2014 | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Cash equivalents – money market funds | $ | 90,334 | $ | — | $ | — | |||||||
Cash equivalents – commercial paper | — | 3,200 | — | ||||||||||
Investments – commercial paper | — | 3,000 | — | ||||||||||
Investments – corporate debt securities | — | 50,356 | — | ||||||||||
As of December 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | |||||||||||||
Cash equivalents – money market funds | $ | 47,740 | $ | — | $ | — | |||||||
Cash equivalents – corporate debt securities | — | 13,998 | — | ||||||||||
Investments – commercial paper | — | 49,680 | — | ||||||||||
Investments – corporate debt securities | — | 40,436 | — |
Accounts_Payable_Accrued_Expen1
Accounts Payable, Accrued Expenses and Other (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accounts Payable, Accrued Expenses and Other | ' | ||||||||
Accounts payable, accrued expenses and other as of September 30, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | September 30, 2014 | December 31, 2013 | |||||||
Accounts payable | $ | 2,639 | $ | 1,889 | |||||
Accrued goods and services | 23,910 | 26,031 | |||||||
Accrued payroll and related benefits | 7,359 | 7,255 | |||||||
Accrued interest | 1,551 | 2,926 | |||||||
Accrued dividends payable | 18 | 25 | |||||||
Deferred tax incentives | 512 | 688 | |||||||
Total accounts payable, accrued expenses and other | $ | 35,989 | $ | 38,814 |
Borrowings_Tables
Borrowings (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Future Minimum Payments under the Loans Payable | ' | ||||||||
Future minimum payments under indebtedness agreements outstanding as of September 30, 2014 are as follows: | |||||||||
(in thousands) | 4.50% Convertible | Loan | |||||||
Senior Notes | |||||||||
As of September 30, 2014: | Agreement | ||||||||
Remainder of 2014 | $ | — | $ | 4,548 | |||||
2015 | 5,625 | 18,135 | |||||||
2016 | 5,625 | 23,804 | |||||||
2017 | 5,625 | — | |||||||
2018 and thereafter | 141,875 | — | |||||||
158,750 | 46,487 | ||||||||
Less interest | (33,750 | ) | (5,287 | ) | |||||
Less unamortized discount | (46,409 | ) | (1,748 | ) | |||||
Less current portion | — | (14,615 | ) | ||||||
Loans payable, net of current portion | $ | 78,591 | $ | 24,837 |
Common_Stock_Tables
Common Stock (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Schedule of Shares Reserved for Future Issuance | ' | ||||||||
The shares reserved for future issuance as of September 30, 2014 and December 31, 2013 consisted of the following: | |||||||||
(in thousands) | September 30, | December 31, | |||||||
2014 | 2013 | ||||||||
Options to purchase common stock | 20,547 | 20,107 | |||||||
Common stock warrants | 2,402 | 2,777 | |||||||
Conversion premium on the Notes | 25,000 | 25,000 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees and Directors | ' | ||||||||||||||||
The assumptions used to estimate the fair value of options granted to employees and directors at the date of grant for the three and nine months ended September 30, 2014 were as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Risk-free interest rate | 1.8-2.0% | 1.90% | 1.6-2.0% | 0.1-1.9% | |||||||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||||||
Expected term | 5.8-5.9 years | 5.9 years | 5.0-5.9 years | 5.3-5.9 years | |||||||||||||
Expected volatility | 67-72% | 67-68% | 64-72% | 67-68% | |||||||||||||
Schedule of Recognized Stock-Based Compensation Expense | ' | ||||||||||||||||
The Company recognized stock-based compensation expense as follows for the three and nine months ended September 30, 2014 and 2013: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Employee awards: | |||||||||||||||||
Research and development | $ | 1,663 | $ | 1,517 | $ | 5,185 | $ | 4,453 | |||||||||
General and administrative | 1,143 | 1,212 | 4,596 | 3,609 | |||||||||||||
Stock-based compensation for employee awards | 2,806 | 2,729 | 9,781 | 8,062 | |||||||||||||
Stock-based compensation for non-employee awards | 44 | (192 | ) | 160 | (109 | ) | |||||||||||
Total stock-based compensation | $ | 2,850 | $ | 2,537 | $ | 9,941 | $ | 7,953 | |||||||||
Summary of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes stock option activity during the nine months ended September 30, 2014: | |||||||||||||||||
(in thousands, except per share amounts and years) | Number | Weighted | Weighted | Aggregate | |||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||
Shares | Exercise Price | Remaining | Value | ||||||||||||||
Contractual | |||||||||||||||||
Term | |||||||||||||||||
Outstanding, December 31, 2013 | 20,107 | $ | 3.93 | 6.11 | $ | 38,348 | |||||||||||
Granted | 3,704 | $ | 5.45 | ||||||||||||||
Exercised | (2,793 | ) | $ | 2.27 | |||||||||||||
Forfeited | (471 | ) | $ | 6.3 | |||||||||||||
Outstanding, September 30, 2014 | 20,547 | $ | 4.37 | 6.38 | $ | 90,628 | |||||||||||
Vested and expected to vest, September 30, 2014 | 20,220 | $ | 4.35 | 6.33 | $ | 89,628 | |||||||||||
Exercisable, September 30, 2014 | 15,313 | $ | 3.84 | 5.5 | $ | 75,699 |
Nature_of_the_Business_Additio
Nature of the Business - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 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 | $153.70 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | 31-May-14 | Sep. 30, 2014 | |
Silver Creek [Member] | Silver Creek [Member] | Life Sciences Tax Incentive Program 2014 [Member] | Minimum [Member] | |||||
Employees | ||||||||
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 |
Realized gains (losses) recognized on the sale or maturity of securities | $0 | $0 | $0 | $0 | ' | ' | ' | ' |
Aggregate fair value | 50,400,000 | ' | 50,400,000 | ' | ' | ' | ' | ' |
Other-than-temporary-impairment investments | ' | ' | 0 | ' | ' | ' | ' | ' |
Tax incentives awarded | ' | ' | ' | ' | ' | ' | 600,000 | ' |
State research and development tax credits monetized | ' | ' | ' | ' | ' | ' | $600,000 | ' |
Number of incremental employees pledged to be hired | ' | ' | ' | ' | ' | ' | 31 | ' |
Performance period | ' | ' | ' | ' | ' | ' | '5 years | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Non-Controlling Interest in Subsidiary (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Temporary Equity Disclosure [Abstract] | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | $337 | $97 |
Net loss attributable to Silver Creek | -137 | -132 | -487 | -471 |
Balance at the end of the period | ($150) | ($374) | ($150) | ($374) |
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 $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | $53,400 |
Unrealized Losses | -44 |
Fair Value | 53,356 |
Commercial Paper [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 3,000 |
Unrealized Losses | ' |
Fair Value | 3,000 |
Corporate Debt Securities [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Amortized Cost | 50,400 |
Unrealized Losses | -44 |
Fair Value | $50,356 |
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 | Sep. 30, 2014 |
4.50% Convertible Senior Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Aggregate principal amount | $125 | ' |
Interest rate (as a percent) | 4.50% | 4.50% |
Net_Loss_Per_Common_Share_Sche
Net Loss Per Common Share - Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Weighted Average Shares (Detail) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Options to Purchase Common Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities (in shares) | 20,547 | 20,355 |
Common Stock Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities (in shares) | 2,402 | 2,777 |
Conversion premium on the Notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive securities (in shares) | 25,000 | 25,000 |
License_and_Collaboration_Agre2
License and Collaboration Agreements - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 10, 2009 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 5-May-11 | 5-May-11 | 5-May-11 | Mar. 31, 2012 | Sep. 22, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 22, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Baxter [Member] | Baxter [Member] | Baxter [Member] | Baxter [Member] | Baxter [Member] | Baxter [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Sanofi [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Pharma Engine [Member] | Actavis [Member] | Actavis [Member] | ||||||
License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | Sales Milestone [Member] | Development and Regulatory Milestone [Member] | Phase 3 Clinical Trial in Pancreatic Cancer [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | License and Collaboration Agreements [Member] | |||||||||||
Research and Development Milestones [Member] | Regulatory Milestones [Member] | Sales Milestone [Member] | Clinical Trials in Pancreatic Cancer [Member] | New Drug Application [Member] | ||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront license fee received | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' | ' | ' | $60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone license fee received | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 520,000,000 | 250,000,000 | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | ' |
Milestone payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 7,000,000 | ' | ' | ' | ' | 5,000,000 | ' | ' |
Royalty for improved products | ' | ' | ' | ' | ' | ' | 'The Company is also entitled to tiered, escalating royalties ranging from sub-teen double-digits to low twenties percentages of net sales of MM-398 in the Licensed Territory. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notice period of termination | ' | ' | ' | ' | ' | ' | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' |
Company recognized revenue | 28,002,000 | 6,856,000 | 68,851,000 | 39,963,000 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | 28,002,000 | 6,856,000 | 68,851,000 | 39,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | 21,236,000 | ' | 21,236,000 | ' | 73,392,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue, current | 68,737,000 | ' | 68,737,000 | ' | 9,336,000 | 47,500,000 | 47,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreement termination scheduled date | ' | ' | 17-Dec-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130,000,000 | 80,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payment due date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-15 | ' | ' | ' | ' | ' | ' | ' |
Research and development expenses | 43,632,000 | 37,630,000 | 107,751,000 | 117,084,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,400,000 | 500,000 | 12,500,000 | 1,000,000 | ' | ' | ' |
Eligible milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,500,000 | ' |
Agreement expiration term respect to each product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' |
Additional renewal term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' |
Milestones and development expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,800,000 | $2,100,000 |
License_and_Collaboration_Agre3
License and Collaboration Agreements - Schedule of Revenue Recognized and Assets and Liabilities under Collaborative Arrangements (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' |
Total | $28,002 | $6,856 | $68,851 | $39,963 | ' |
License and Collaboration Agreements [Member] | Sanofi [Member] | ' | ' | ' | ' | ' |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ' | ' | ' | ' | ' |
Upfront payment | 13,415 | 1,250 | 27,933 | 3,750 | ' |
Milestone payments | 5,590 | 521 | 11,639 | 1,562 | ' |
Development services | 2,953 | 4,521 | 16,694 | 30,794 | ' |
Manufacturing services and other | 6,044 | 564 | 12,585 | 3,304 | ' |
Total | 28,002 | 6,856 | 68,851 | 39,410 | ' |
Accounts receivable, billed | 1,387 | ' | 1,387 | ' | 2,357 |
Accounts receivable, unbilled | 302 | ' | 302 | ' | 3,417 |
Deferred revenue | $21,236 | ' | $21,236 | ' | $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) (Recurring Basis [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Level 1 [Member] | Money Market Funds [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | $90,334 | $47,740 |
Level 2 [Member] | Commercial Paper [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | 3,200 | ' |
Investments | 3,000 | 49,680 |
Level 2 [Member] | Corporate Debt Securities [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents | ' | 13,998 |
Investments | $50,356 | $40,436 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Marketable securities with an original maturity | 'Greater than three months |
Level 3 [Member] | Hercules [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Fair value of debt | 40,600,000 |
Carrying value of debt | 40,500,000 |
Senior Convertible Notes [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Principal amount | 125,000,000 |
Carrying value of debt | 78,600,000 |
Senior Convertible Notes [Member] | Level 2 [Member] | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' |
Fair value of debt | 193,100,000 |
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 $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant and Equipment Useful Life And Values [Abstract] | ' | ' |
Accounts payable | $2,639 | $1,889 |
Accrued goods and services | 23,910 | 26,031 |
Accrued payroll and related benefits | 7,359 | 7,255 |
Accrued interest | 1,551 | 2,926 |
Accrued dividends payable | 18 | 25 |
Deferred tax incentives | 512 | 688 |
Total accounts payable, accrued expenses and other | $35,989 | $38,814 |
Borrowings_Schedule_of_Future_
Borrowings - Schedule of Future Minimum Payments under the Loans Payable (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Loans payable, net of current portion | $103,428 | $103,427 |
4.50% Convertible Senior Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Remainder of 2014 | ' | ' |
2015 | 5,625 | ' |
2016 | 5,625 | ' |
2017 | 5,625 | ' |
2018 and thereafter | 141,875 | ' |
Loans payable, gross | 158,750 | ' |
Less interest | -33,750 | ' |
Less unamortized discount | -46,409 | ' |
Less current portion | ' | ' |
Loans payable, net of current portion | 78,591 | ' |
Loans Payable [Member] | Loan and Security Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Remainder of 2014 | 4,548 | ' |
2015 | 18,135 | ' |
2016 | 23,804 | ' |
2017 | ' | ' |
2018 and thereafter | ' | ' |
Loans payable, gross | 46,487 | ' |
Less interest | -5,287 | ' |
Less unamortized discount | -1,748 | ' |
Less current portion | -14,615 | ' |
Loans payable, net of current portion | $24,837 | ' |
Borrowings_Additional_Informat
Borrowings - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jun. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 30, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Hercules [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Silver Creek Convertible Note [Member] | Scenario, Forecast [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | Loan and Security Agreement [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | 4.50% Convertible Senior Notes [Member] | ||||||
Silver Creek [Member] | Minimum [Member] | Silver Creek Convertible Note [Member] | Hercules [Member] | ||||||||||||||||||
Silver Creek [Member] | Silver Creek [Member] | ||||||||||||||||||||
Schedule Of Debt Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from the debt issuance | ' | ' | ' | ' | ' | ' | ' | $700,000 | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 | ' | ' | ' | ' |
Net proceeds from the debt issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,600,000 | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | 4.50% | 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 | ' | 4,585,000 | 3,946,000 | 13,666,000 | 6,459,000 | ' | ' | ' | ' | ' | 1,200,000 | 1,200,000 | 3,600,000 | 3,700,000 | ' | ' | ' | 3,400,000 | 2,800,000 | 10,300,000 | 2,800,000 |
Aggregate principal amount of loans received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' |
Extension period for interest-only payment | '4 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization schedule of loan agreement | ' | ' | ' | '30 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning date for equal monthly installments of loan agreement | ' | ' | ' | 1-Feb-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on loan recorded as a non-current liability to be paid upon full repayment or maturity of the loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Less unamortized discount | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,409,000 | ' | 46,409,000 | ' |
Amount of gross proceeds from qualifying equity financing in which holders would automatically convert into the next qualifying equity financing at a 25% discount | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on automatic conversion into the next qualifying equity financing (as a percent) | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings net | ' | ' | ' | ' | ' | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $158,750,000 | ' | $158,750,000 | ' |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 28, 2014 |
In Millions, except Share data, unless otherwise specified | Hercules [Member] | ||
Class of Stock [Line Items] | ' | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ' |
Common stock, par value | $0.01 | $0.01 | ' |
Common stock, shares issued | 105,655,000 | 102,523,000 | ' |
Common stock, shares outstanding | 105,655,000 | 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) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Equity [Abstract] | ' | ' |
Options to purchase common stock | 20,547 | 20,107 |
Common stock warrants | 2,402 | 2,777 |
Conversion premium on the Notes | 25,000 | 25,000 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Director [Member] | Director [Member] | Employee [Member] | Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2011 [Member] | Stock Incentive Plan 2011 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Shares of common stock available for grant | ' | ' | ' | ' | ' | 2,000,000 | ' | 1,700,000 |
Additional common stock available for grant (in shares) | ' | ' | ' | ' | 3,600,000 | ' | ' | ' |
Stock options issued (in shares) | 3,704,000 | ' | ' | ' | ' | 3,700,000 | 3,200,000 | ' |
Options vesting period | ' | '1 year | '1 year | '3 years | ' | ' | ' | ' |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Assumptions Used to Calculate Fair Value of Options Granted to Employees and Directors (Detail) (Options to Purchase Common Stock [Member]) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 1.80% | ' | 1.60% | 0.10% |
Expected term | '5 years 9 months 18 days | ' | '5 years | '5 years 3 months 18 days |
Expected volatility | 67.00% | 67.00% | 64.00% | 67.00% |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 2.00% | 1.90% | 2.00% | 1.90% |
Expected term | '5 years 10 months 24 days | '5 years 10 months 24 days | '5 years 10 months 24 days | '5 years 10 months 24 days |
Expected volatility | 72.00% | 68.00% | 72.00% | 68.00% |
StockBased_Compensation_Schedu1
Stock-Based Compensation - Schedule of Recognized Stock-Based Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense for employee awards | $2,806 | $2,729 | $9,781 | $8,062 |
Stock-based compensation expense for non-employee awards | 44 | -192 | 160 | -109 |
Total stock-based compensation | 2,850 | 2,537 | 9,941 | 7,953 |
Research and Development [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense for employee awards | 1,663 | 1,517 | 5,185 | 4,453 |
General and Administrative [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense for employee awards | $1,143 | $1,212 | $4,596 | $3,609 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Stock Option Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 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 | 3,704 | ' |
Number of Shares, Exercised | -2,793 | ' |
Number of Shares, Forfeited | -471 | ' |
Number of Shares, Outstanding, Ending balance | 20,547 | 20,107 |
Number of shares vested and expected to vest | 20,220 | ' |
Number of stock option exercisable | 15,313 | ' |
Weighted Average Exercise Price, Outstanding, Beginning balance | $3.93 | ' |
Weighted Average Exercise Price, Granted | $5.45 | ' |
Weighted Average Exercise Price, Exercised | $2.27 | ' |
Weighted Average Exercise Price, Forfeited | $6.30 | ' |
Weighted Average Exercise Price, Outstanding, Ending balance | $4.37 | $3.93 |
Weighted average exercise price of shares vested and expected to vest (in dollars per share) | $4.35 | ' |
Weighted average exercise price for exercisable option (in dollars per share) | $3.84 | ' |
Weighted Average Remaining Contractual Term | '6 years 4 months 17 days | '6 years 1 month 10 days |
Weighted Average Remaining Contractual Term, Vested and expected to vest | '6 years 3 months 29 days | ' |
Weighted Average Remaining Contractual Term, Exercisable | '5 years 6 months | ' |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $38,348 | ' |
Aggregate Intrinsic Value, Outstanding, Ending balance | 90,628 | 38,348 |
Aggregate Intrinsic Value, Vested and expected to vest | 89,628 | ' |
Aggregate Intrinsic Value, Exercisable | $75,699 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' | ' |
Total rent expense | $1.40 | $1.30 | $4.40 | $4 |