Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information | ' |
Entity Registrant Name | 'ACCELERON PHARMA INC |
Entity Central Index Key | '0001280600 |
Document Type | 'S-1 |
Document Period End Date | 30-Sep-13 |
Amendment Flag | 'false |
Entity Filer Category | 'Non-accelerated Filer |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | |||||
Current assets: | ' | ' | ' | ' | ' |
Cash and cash equivalents | $116,479 | $39,611 | $49,081 | $65,037 | $34,916 |
Collaboration receivables (includes related party amounts of $1,024 and $1,840 at December 31, 2011 and 2012, respectively) | 4,103 | 2,776 | ' | 1,660 | ' |
Related party receivable | ' | 0 | ' | ' | ' |
Prepaid expenses and other current assets | 2,179 | 1,474 | ' | 1,044 | ' |
Total current assets | 122,761 | 43,861 | ' | 67,741 | ' |
Property and equipment, net | 3,564 | 4,059 | ' | 4,911 | ' |
Restricted cash | 913 | 913 | ' | 912 | ' |
Related party receivables | ' | 233 | ' | 225 | ' |
Other assets | 22 | 146 | ' | ' | ' |
Total assets | 127,260 | 49,212 | ' | 73,789 | ' |
Current liabilities: | ' | ' | ' | ' | ' |
Accounts payable | 891 | 642 | ' | 1,914 | ' |
Accrued expenses (includes related party amounts of $833 and $861 at December 31, 2011 and 2012, respectively) | 5,126 | 6,153 | ' | 4,513 | ' |
Deferred revenue | 2,351 | 27,840 | ' | 10,946 | ' |
Deferred rent | 499 | 499 | ' | 483 | ' |
Notes payable, net of discount | 7,656 | 3,668 | ' | 5,997 | ' |
Total current liabilities | 16,523 | 38,802 | ' | 23,853 | ' |
Deferred revenue, net of current portion | 6,205 | 6,760 | ' | 33,350 | ' |
Deferred rent, net of current portion | 2,463 | 2,837 | ' | 3,335 | ' |
Notes payable, net of current portion and discount | 10,979 | 16,525 | ' | ' | ' |
Warrants to purchase redeemable convertible preferred stock | ' | 1,422 | ' | 1,046 | ' |
Warrants to purchase common stock | 16,526 | 5,229 | ' | 3,347 | ' |
Total liabilities | 52,696 | 71,575 | ' | 64,931 | ' |
Commitments and contingencies (Note 7) | ' | ' | ' | ' | ' |
Redeemable convertible preferred stock (Note 8) | ' | 268,610 | ' | 241,549 | ' |
Stockholders' deficit: | ' | ' | ' | ' | ' |
Common stock, $0.001 par value: 104,013,161 shares authorized; 2,393,458 and 2,432,155 shares issued and outstanding at December 31, 2011 and 2012, respectively | 35 | 3 | ' | 3 | ' |
Additional paid-in capital | 248,750 | 0 | ' | ' | ' |
Accumulated deficit | -174,221 | -290,976 | ' | -232,694 | ' |
Total stockholders' equity (deficit) | 74,564 | -290,973 | ' | -232,691 | -248,817 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $127,260 | $49,212 | ' | $73,789 | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, except Share data, unless otherwise specified | |||
Condensed Balance Sheets | ' | ' | ' |
Collaboration receivables from related party (in dollars) | $3,713 | $1,840 | $1,024 |
Accrued expenses due to related party (in dollars) | $0 | $861 | $833 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | 104,013,161 | 104,013,161 |
Common stock, shares issued | 28,069,579 | 2,432,155 | 2,393,458 |
Common stock, shares outstanding | 28,069,579 | 2,432,155 | 2,393,458 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Collaboration revenue: | ' | ' |
License and milestone | $9,696 | $74,406 |
Cost-sharing, net | 5,558 | 4,760 |
Contract manufacturing | ' | 1,745 |
Total revenue | 15,254 | 80,911 |
Costs and expenses: | ' | ' |
Research and development | 35,319 | 32,713 |
General and administrative | 8,824 | 8,142 |
Cost of contract manufacturing revenue | ' | 1,500 |
Total costs and expenses | 44,143 | 42,355 |
(Loss) income from operations | -28,889 | 38,556 |
Other (expense) income: | ' | ' |
Other expense, net | -2,255 | -485 |
Interest income | 91 | 17 |
Interest expense | -1,529 | -1,822 |
Total other expense, net | -3,693 | -2,290 |
Net income (loss) | -32,582 | 36,266 |
Comprehensive income (loss) | -32,582 | 36,266 |
Reconciliation of net loss to net loss applicable to common stockholders: | ' | ' |
Net income (loss) | -32,582 | 36,266 |
Accretion of dividends, interest, redemption value and issuance costs on redeemable convertible preferred stock | -27,061 | -21,757 |
Net income (loss) applicable to participating securities | ' | -12,645 |
Net income (loss) applicable to common stockholders-basic | -59,643 | 1,864 |
Net income (loss) | -32,582 | 36,266 |
Accretion of dividends, interest, redemption value and issuance costs on redeemable convertible preferred stock | -27,061 | -21,757 |
Net income (loss) applicable to participating securities | ' | -12,395 |
Net income (loss) applicable to common stockholders-diluted | ($59,643) | $2,114 |
Net income (loss) per share applicable to common stockholders: (Note 2) | ' | ' |
Basic (in dollars per share) | ($24.84) | $0.80 |
Diluted (in dollars per share) | ($24.84) | $0.78 |
Weighted-average number of common shares used in computing net loss per share applicable to common stockholders: | ' | ' |
Basic (in shares) | 2,401 | 2,328 |
Diluted (in shares) | 2,401 | 2,716 |
Statements_of_Operations_and_C1
Statements of Operations and Comprehensive Income (Loss) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Condensed Statements of Operations and Comprehensive Loss | ' | ' | ' | ' | ' | ' |
Related party revenue | $4,270 | $1,381 | $20,763 | $3,597 | $4,914 | $64,220 |
Statements_of_Redeemable_Conve
Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (USD $) | Total | Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | Series C-1 Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred Stock | Series D-1 Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock |
In Thousands, except Share data, unless otherwise specified | ||||||||||
Balance at Dec. 31, 2010 | ' | $189,414 | $57,433 | $55,880 | $48,726 | $7,571 | $2,989 | $8,392 | $8,423 | ' |
Balance (in shares) at Dec. 31, 2010 | ' | ' | 6,410,976 | 4,204,185 | 2,978,062 | 457,875 | 234,940 | 636,942 | 816,060 | 2,426,171 |
Increase (decrease) in temporary equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Series E redeemable convertible preferred stock net of issuance costs of $201 | ' | 30,378 | ' | ' | ' | ' | ' | ' | ' | 30,378 |
Sale of Series E redeemable convertible preferred stock net of issuance costs of $201 (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,426,171 |
Accretion of dividends, interest, redemption value and issuance costs on redeemable convertible preferred stock | 21,757 | 21,757 | 4,616 | 5,584 | 5,594 | 908 | 668 | 1,736 | 2,511 | 140 |
Balance at Dec. 31, 2011 | 241,549 | 241,549 | 62,049 | 61,464 | 54,320 | 8,479 | 3,657 | 10,128 | 10,934 | 30,518 |
Balance (in shares) at Dec. 31, 2011 | ' | ' | 6,410,976 | 4,204,185 | 2,978,062 | 457,875 | 234,940 | 636,942 | 816,060 | 2,426,171 |
Increase (decrease) in temporary equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of dividends, interest, redemption value and issuance costs on redeemable convertible preferred stock | 27,061 | 27,061 | 4,616 | 5,580 | 5,589 | 908 | 668 | 1,736 | 2,459 | 5,505 |
Balance at Dec. 31, 2012 | $268,610 | $268,610 | $66,665 | $67,044 | $59,909 | $9,387 | $4,325 | $11,864 | $13,393 | $36,023 |
Balance (in shares) at Dec. 31, 2012 | ' | ' | 6,410,976 | 4,204,185 | 2,978,062 | 457,875 | 234,940 | 636,942 | 816,060 | 2,426,171 |
Statements_of_Redeemable_Conve1
Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
In Thousands, except Share data, unless otherwise specified | ||||
Balance at Dec. 31, 2010 | ($248,817) | $3 | ' | ($248,820) |
Balance (in shares) at Dec. 31, 2010 | ' | 2,261,461 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | -21,757 | ' | -1,617 | -20,140 |
Compensation expense associated with stock options | 1,212 | ' | 1,212 | ' |
Grant of stock options to nonemployees | 215 | ' | 215 | ' |
Exercise of stock options | 190 | ' | 190 | ' |
Exercise of stock options (in shares) | ' | 94,748 | ' | ' |
Exercise of common warrants (in shares) | ' | 37,249 | ' | ' |
Net loss | 36,266 | ' | ' | 36,266 |
Balance at Dec. 31, 2011 | -232,691 | 3 | ' | -232,694 |
Balance (in shares) at Dec. 31, 2011 | ' | 2,393,458 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Accretion of dividends, interest, redemption value and issuance costs related to redeemable convertible preferred stock | -27,061 | ' | -1,361 | -25,700 |
Compensation expense associated with stock options | 1,206 | ' | 1,206 | ' |
Exercise of stock options | 155 | ' | 155 | ' |
Exercise of stock options (in shares) | ' | 38,697 | ' | ' |
Net loss | -32,582 | ' | ' | -32,582 |
Balance at Dec. 31, 2012 | ($290,973) | $3 | ' | ($290,976) |
Balance (in shares) at Dec. 31, 2012 | ' | 2,432,155 | ' | ' |
Statements_of_Redeemable_Conve2
Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) (Series F Redeemable Convertible Preferred Stock, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2011 |
Series F Redeemable Convertible Preferred Stock | ' |
Sale of Series F redeemable convertible preferred stock, issuance costs | $92 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Activities | ' | ' |
Net income (loss) | ($32,582) | $36,266 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 1,293 | 3,134 |
Stock-based compensation | 1,206 | 1,427 |
Amortization of debt discount | 51 | 162 |
Accretion of deferred interest | 335 | 271 |
Amortization of deferred debt issuance costs | 84 | 79 |
Change in fair value of warrants | 2,258 | 481 |
Changes in assets and liabilities: | ' | ' |
Prepaid expenses and other current assets | -594 | 2,564 |
Collaboration receivables | -1,116 | 1,836 |
Related party receivable | -8 | -6 |
Accounts payable | -1,272 | 334 |
Accrued expenses | 1,640 | -2,773 |
Deferred revenue | -9,696 | -35,130 |
Deferred rent | -482 | 211 |
Restricted cash | -1 | 200 |
Net cash used in operating activities | -38,884 | 9,056 |
Investing Activities | ' | ' |
Purchases of property and equipment | -441 | -27 |
Net cash used in investing activities | -441 | -27 |
Financing Activities | ' | ' |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | ' | 30,378 |
Proceeds from long-term debt, net of issuance costs | 19,935 | ' |
Payments of long-term debt | -6,191 | -9,476 |
Proceeds from exercise of stock options and warrants to purchase common stock | 155 | 190 |
Net cash provided by financing activities | 13,899 | 21,092 |
Net increase (decrease) in cash and cash equivalents | -25,426 | 30,121 |
Cash and cash equivalents at beginning of period | 65,037 | 34,916 |
Cash and cash equivalents at end of period | 39,611 | 65,037 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Cash paid for interest | 1,065 | 1,461 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ' | ' |
Accretion of dividends, interest, redemption value, and issuance costs on preferred stock | $27,061 | $21,757 |
Nature_of_Business
Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Nature of Business | ' | ' |
Nature of Business | ' | ' |
1. Nature of Business | 1. Nature of Business | |
Acceleron Pharma Inc. (Acceleron or the Company) was incorporated in the state of Delaware on June 13, 2003, as Phoenix Pharma, Inc. The Company subsequently changed its name to Acceleron Pharma Inc. and commenced operations in February 2004. The Company is a Cambridge, Massachusetts-based biopharmaceutical company focused on the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. The Company's research focuses on the biology of the Transforming Growth Factor-Beta (TGF-b) protein superfamily, a large and diverse group of molecules that regulate the growth and repair of tissues throughout the human body. By coupling its discovery and development expertise, including its proprietary knowledge of the TGF-b superfamily, with internal protein engineering and manufacturing capabilities, the Company has built a highly productive research and development platform that has generated numerous innovative protein therapeutics with novel mechanisms of action. The Company has internally discovered three protein therapeutics that are currently being studied in 12 ongoing Phase 2 clinical trials, focused on the areas of cancer and rare diseases. | Acceleron Pharma Inc. (Acceleron or the Company) was incorporated in the state of Delaware on June 13, 2003, as Phoenix Pharma, Inc. The Company subsequently changed its name to Acceleron Pharma Inc. and commenced operations in February 2004. The Company is a Cambridge, Massachusetts-based biopharmaceutical company focused on the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. The Company's research focuses on the biology of the Transforming Growth Factor-Beta (TGF-b) protein superfamily, a large and diverse group of molecules that regulate the growth and repair of tissues throughout the human body. By coupling its discovery and development expertise, including its proprietary knowledge of the TGF-b superfamily, with internal protein engineering and manufacturing capabilities, the Company has built a highly productive research and development platform that has generated numerous innovative protein therapeutics with novel mechanisms of action. The Company has internally discovered three protein therapeutics that are currently being studied in 12 ongoing Phase 2 clinical trials, focused on the areas of cancer and rare diseases. | |
The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risk that the Company never achieves profitability, the need for substantial additional financing, risk of relying on third parties, risks of clinical trial failures, dependence on key personnel, protection of proprietary technology and compliance with government regulations. | The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risk that the Company never achieves profitability, the need for substantial additional financing, risk of relying on third parties, risks of clinical trial failures, dependence on key personnel, protection of proprietary technology and compliance with government regulations. | |
Liquidity | ||
As of December 31, 2012, the Company had an accumulated deficit of $291.0 million, and will require substantial additional capital to fund its research and development. The Company believes that its cash resources of $39.6 million at December 31, 2012 will be sufficient to allow the Company to fund its current operating plan through January 1, 2014; however, the Company will be required to raise additional capital to fund operations beyond this time. As the Company continues to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through the sale of equity, debt financings or other sources, including potential additional collaborations. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. | ||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2012 | ||||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||||
2. Summary of Significant Accounting Policies | ||||||||||||||
The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. The Company believes that a significant accounting policy is one that is both important to the portrayal of the Company's financial condition and results, and requires management's most difficult, subjective, or complex judgments, often as the result of the need to make estimates about the effect of matters that are inherently uncertain. | ||||||||||||||
Basis of Presentation | ||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Actual results could materially differ from those estimates. | ||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: revenue recognition, stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified warrants, accrued expenses, and the recoverability of the Company's net deferred tax assets and related valuation allowance. | ||||||||||||||
The Company utilizes significant estimates and assumptions in determining the fair value of its common stock. The Company's board of directors (the Board) determined the estimated fair value of the Company's common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company's common stock at the time, and the likelihood of achieving a liquidity event, such as an initial public offering (IPO) or sale of the Company. | ||||||||||||||
The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants' Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Company's judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Common Stock at the time and the likelihood of achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. | ||||||||||||||
Reclassifications | ||||||||||||||
The Company has reclassified certain prior period amounts in the balance sheet as of December 31, 2011, totaling $0.5 million related to deferred rent from long-term to short-term to conform to the current period presentation. This reclassification had no impact on the previously reported results of operations or cash flows for the year ended December 31, 2011. | ||||||||||||||
Collaboration Receivable | ||||||||||||||
Credit is extended to customers based upon an evaluation of the customer's financial condition. Collaboration receivables are recorded at net realizable value. The Company does not charge interest on past due balances. Collaboration receivables are determined to be past due when the payment due date is exceeded. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. The Company did not have an allowance for doubtful accounts at December 31, 2011 or 2012. | ||||||||||||||
Segment Information | ||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All material long-lived assets of the Company reside in the United States. The Company does use contract research organizations (CROs) and research institutions located outside the United States. Some of these expenses are subject to collaboration reimbursement which is presented as a component of cost sharing, net in the statement of operations and comprehensive income (loss). | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value. | ||||||||||||||
Concentrations of Credit Risk and Off-Balance Sheet Risk | ||||||||||||||
The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | ||||||||||||||
The Company routinely assesses the creditworthiness of its customers and collaboration partners. The Company has not experienced any material losses related to receivables from individual customers and collaboration partners, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. | ||||||||||||||
Deferred IPO Issuance Costs | ||||||||||||||
Deferred issuance costs, which primarily consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. The deferred issuance costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, or delayed more than 90 days, deferred offering costs will be expensed. No amounts were deferred as of December 31, 2011 or 2012. | ||||||||||||||
Disclosure of Fair Value of Financial Instruments | ||||||||||||||
The carrying amounts of the Company's financial instruments, which include cash, cash equivalents, collaboration receivables, accounts payable, accrued expenses and notes payable, approximated their fair values at December 31, 2011 and 2012, due to the short-term nature of these instruments, and for the notes payable, the interest rates the Company believes it could obtain for borrowings with similar terms. See discussion below on the determination of the fair value of the Company's preferred and common stock warrants. | ||||||||||||||
The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | ||||||||||||||
Fair Value Measurements | ||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | ||||||||||||||
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes between the following: | ||||||||||||||
• | ||||||||||||||
Level 1—Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||
• | ||||||||||||||
Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates, and yield curves. | ||||||||||||||
• | ||||||||||||||
Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. | ||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||||||||||||||
Items measured at fair value on a recurring basis include warrants to purchase redeemable convertible preferred stock and warrants to purchase common stock (Note 6). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. | ||||||||||||||
The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2011 and 2012 (in thousands): | ||||||||||||||
December 31, 2011 | ||||||||||||||
Quoted Prices | Significant Other | Significant | Total | |||||||||||
in Active Markets | Observable | Unobservable | ||||||||||||
for Identical Items | Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 61,269 | $ | — | $ | — | $ | 61,269 | ||||||
Restricted cash | 912 | — | — | 912 | ||||||||||
Total assets | $ | 62,181 | $ | — | $ | — | $ | 62,181 | ||||||
Liabilities: | ||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,046 | $ | 1,046 | ||||||
Warrants to purchase common stock | — | — | 3,347 | 3,347 | ||||||||||
Total liabilities | $ | — | $ | — | $ | 4,393 | $ | 4,393 | ||||||
December 31, 2012 | ||||||||||||||
Quoted Prices | Significant other | Significant | Total | |||||||||||
in Active Markets | Observable | Unobservable | ||||||||||||
for Identical Items | Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | ||||||
Restricted cash | 913 | — | — | 913 | ||||||||||
Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | ||||||
Liabilities: | ||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | ||||||
Warrants to purchase common stock | — | — | 5,229 | 5,229 | ||||||||||
Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | ||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2011 | 2012 | |||||||||||||
Beginning balance | $ | 3,912 | $ | 4,393 | ||||||||||
Change in fair value | 481 | 2,258 | ||||||||||||
Exercises | — | — | ||||||||||||
Repurchases | — | — | ||||||||||||
Ending balance | $ | 4,393 | $ | 6,651 | ||||||||||
The money market funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2011 or 2012. | ||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date for those warrants classified as liabilities is estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates, and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. See Note 6 for further discussions of the accounting for the warrants, as well as for a summary of the significant inputs and assumptions used to determine the fair value of the warrants. | ||||||||||||||
The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2011 or 2012. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment is stated at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: | ||||||||||||||
Asset | Estimated Useful Life | |||||||||||||
Computer equipment and software | 3 years | |||||||||||||
Office and laboratory equipment | 3 years | |||||||||||||
Leasehold improvements | Shorter of the useful life or remaining lease term | |||||||||||||
The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded during the years ended December 31, 2011 or 2012. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The company has primarily generated revenue through collaboration, license and research arrangements with collaboration partners for the development and commercialization of protein therapeutics. | ||||||||||||||
The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition. Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. | ||||||||||||||
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company's balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current portion. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. | ||||||||||||||
Multiple Element Revenue Arrangements | ||||||||||||||
The Company enters into collaboration agreements from time to time, which are more fully described in Note 10. The arrangements generally contain multiple elements or deliverables, which may include (1) licenses, or options to obtain licenses, to the Company's technology, (2) research and development activities performed for the collaboration partner, (3) participation on Joint Development Committees, and (4) manufacturing clinical or preclinical material. Payments pursuant to these arrangements typically include non-refundable, up-front payments, milestone payments upon achieving significant development events, research and development reimbursements, sales milestones, and royalties on future product sales. | ||||||||||||||
Effective January 1, 2011, the Company adopted ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13), which amends Topic 605-25, Revenue Recognition—Multiple Element Arrangements (ASC 605-25). The Company applies this guidance to new arrangements as well as existing agreements that are significantly modified after January 1, 2011. For agreements that are significantly modified, the Company determines the estimated selling price for the remaining undelivered elements as of the date of the material modification and allocates arrangement consideration based upon the estimated selling price to the undelivered elements. | ||||||||||||||
The application of the multiple element guidance requires subjective determinations, and requires management to make judgments about the individual deliverables, and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have stand-alone value, based on the consideration of the relevant facts and circumstances for each arrangement, such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria, as described above, are applied to each of the separate units of accounting in determining the appropriate period or pattern of recognition. | ||||||||||||||
The Company determines the estimated selling price for deliverables within each agreement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or management's best estimate of selling price (BESP) if neither VSOE nor TPE is available. Subsequent to the adoption of ASU 2009-13, the Company typically uses BESP to estimate the selling price of the deliverables. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. | ||||||||||||||
The Company typically receives up-front, non-refundable payments when licensing its intellectual property in conjunction with a collaboration agreement. When management believes the license to its intellectual property does not have stand-alone value from the other deliverables to be provided in the arrangement, the Company generally recognizes revenue attributed to the license on a straight-line basis over the contractual or estimated performance period, which is typically the term of the Company's research and development or manufacturing obligations. The Company continually evaluates these periods, and will adjust the period of revenue recognition if circumstances change. When management believes the license to its intellectual property has stand-alone value, the Company generally recognizes revenue attributed to the license upon delivery. | ||||||||||||||
Research and development funding is recognized as revenue in the period that the related services are performed. When the Company acts as the principal under its collaboration agreements, it records payments received for the reimbursement of research and development costs as cost-sharing revenue in the statements of operations and comprehensive income (loss). To the extent that the Company reimburses the collaborator for costs incurred, the Company records these costs as a reduction of cost-sharing revenue. | ||||||||||||||
The Company's agreements may contain options which provide the collaboration partner the right to obtain additional licenses. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors considered in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. | ||||||||||||||
Effective January 1, 2011, the Company adopted ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-17). At the inception of each arrangement that includes milestone payments, the Company evaluates, with respect to each milestone, whether the milestone is substantive and at-risk. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting at least in part from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. On the milestone achievement date, assuming all other revenue recognition criteria are met and the milestone is deemed substantive and at-risk, the Company recognizes the payment as license and milestone revenue. For milestones that are not deemed substantive and at-risk, where payment is reasonably assured, the Company recognizes the milestone payment over the remaining service period. | ||||||||||||||
Sales and commercial milestones and royalties will be recognized when and if earned, provided collectability is reasonably assured. | ||||||||||||||
Contract Manufacturing Revenue | ||||||||||||||
Contract manufacturing revenue is recognized upon delivery of the product in accordance with the terms of the contract, which specifies when transfer of title and risk of loss occurs. | ||||||||||||||
Research and Development Expenses | ||||||||||||||
Research and development costs are charged to expense as costs are incurred in performing research and development activities. Research and development costs include all direct costs, including salaries, stock compensation and benefits for research and development personnel, outside consultants, costs of clinical trials, sponsored research, clinical trials insurance, other outside costs, depreciation and facility costs related to the development of drug candidates. The Company records up-front, non-refundable payments made to outside vendors, or other payments made in advance of services performed or goods being delivered, as prepaid expenses, which are expensed as services are performed or the goods are delivered. | ||||||||||||||
Certain research and development projects are, or have been, partially funded by collaboration agreements, and the expenses related to these activities are included in research and development costs. The Company records the related reimbursement of research and development under these agreements as revenue, as more fully described above and in Note 10. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
At December 31, 2012, the Company had one stock-based compensation plan, which is more fully described in Note 11. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the statements of operations and comprehensive income (loss). | ||||||||||||||
For stock options issued to employees and members of the Board for their services on the Board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | ||||||||||||||
Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For stock-based awards granted to non-employees, the Company recognizes stock-based compensation expense using an accelerated recognition method. | ||||||||||||||
See Note 11 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plan for the year ended December 31, 2012. | ||||||||||||||
Income Taxes | ||||||||||||||
Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | ||||||||||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2011 and 2012, the Company does not have any significant uncertain tax positions. | ||||||||||||||
Net Income (Loss) Per Share | ||||||||||||||
Net income (loss) per share information is determined using the two-class method, which includes the weighted-average number of common stock outstanding during the period and other securities that participate in dividends (a participating security). The Company's redeemable convertible preferred stock are participating securities as defined by ASC 260-10, Earnings Per Share. | ||||||||||||||
Under the two-class method, basic net income (loss) per share applicable to common stockholders is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income (loss) per share is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocates net income first to preferred stockholders based on dividend rights under the Company's articles of incorporation and then to preferred and common stockholders based on ownership interests. Net losses are not allocated to preferred stockholders as they do not have an obligation to share in the Company's net losses. | ||||||||||||||
Diluted net income (loss) per share gives effect to all potentially dilutive securities, including redeemable convertible preferred stock, and shares issuable upon the exercise of outstanding warrants and stock options, using the treasury stock method. For the year ended December 31, 2012, the Company has excluded the effects of all potentially dilutive shares, which include redeemable convertible preferred stock, warrants for redeemable convertible preferred stock, warrants for common stock and outstanding common stock options, from the weighted-average number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses. | ||||||||||||||
The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | ||||||||||||||
Year Ended | ||||||||||||||
December 31, | ||||||||||||||
2011 | 2012 | |||||||||||||
Outstanding stock options | — | 3,730 | ||||||||||||
Common stock warrants | 874 | 884 | ||||||||||||
Preferred stock | — | 18,166 | ||||||||||||
Preferred stock warrants | — | 248 | ||||||||||||
874 | 23,028 | |||||||||||||
Comprehensive Income (Loss) | ||||||||||||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Comprehensive income (loss) has been disclosed in the accompanying statements of operations and comprehensive income (loss) and equals the Company's net income (loss) for all periods presented. | ||||||||||||||
Subsequent Events | ||||||||||||||
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. See Note 16. | ||||||||||||||
Application of New or Revised Accounting Standards | ||||||||||||||
On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." As an emerging growth company the Company has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | ||||||||||||||
Recently Adopted Accounting Pronouncements | ||||||||||||||
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. | ||||||||||||||
Property_and_Equipment_Net
Property and Equipment, Net | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Property and equipment, net | ' | |||||||
Property and Equipment, Net | ' | |||||||
3. Property and Equipment, Net | ||||||||
Property and equipment, net, consists of the following (in thousands): | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Computer equipment and software | $ | 728 | $ | 919 | ||||
Office equipment | 179 | 179 | ||||||
Laboratory equipment | 11,692 | 11,815 | ||||||
Leasehold improvements | 10,060 | 10,088 | ||||||
Construction in progress | 162 | 8 | ||||||
Total property and equipment | 22,821 | 23,009 | ||||||
Accumulated depreciation and amortization | (17,910 | ) | (18,950 | ) | ||||
Property and equipment, net | $ | 4,911 | $ | 4,059 | ||||
Depreciation and amortization expense was $3.1 million and $1.3 million, for the years ending December 31, 2011 and 2012, respectively. | ||||||||
Restricted_Cash
Restricted Cash | 12 Months Ended |
Dec. 31, 2012 | |
Cash and Cash Equivalents and Restricted cash | ' |
Restricted Cash | ' |
4. Restricted Cash | |
As of December 31, 2011 and 2012, the Company maintained letters of credit totaling $0.9 million held in the form of a money market account as collateral for the Company's facility lease obligations and its credit cards. | |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Accrued Expenses | ' | |||||||
Accrued Expenses | ' | |||||||
5. Accrued Expenses | ||||||||
Accrued expenses consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Collaboration expense | $ | 1,042 | $ | 1,000 | ||||
Research and development related | 570 | 1,282 | ||||||
Employee compensation | 1,963 | 2,448 | ||||||
Professional services | 368 | 607 | ||||||
Other | 570 | 816 | ||||||
$ | 4,513 | $ | 6,153 | |||||
Warrants
Warrants | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
12. Warrants | 6. Warrants | |||||||||||||||||||||||||||||||
Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | |||||||||||||||||||||||||||||||
Balance Sheet | Balance Sheet Classification | |||||||||||||||||||||||||||||||
Warrants as of | Weighted- | Classification | Warrants as of | Weighted- | ||||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||||||
Exercise | Exercise | December 31, | ||||||||||||||||||||||||||||||
Price Per | December 31, | December 31, | Price | |||||||||||||||||||||||||||||
September 30, | December 31, | Share | Expiration | September 30, | December 31, | 2011 | 2012 | Per Share | Expiration | 2011 | 2012 | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Warrant to purchase Series A Preferred Stock | 107 | 107 | $ | 4 | February 28, 2013 | Liability | Liability(1) | |||||||||||||||||||||
Warrant to purchase Series A Preferred Stock | — | 107 | $ | 4 | February 28, 2013 | N/A(1) | Liability | Warrants to purchase Series B Preferred Stock | 32 | 32 | 7.4 | December 21, 2013 | Liability | Liability | ||||||||||||||||||
Warrants to purchase Series B Preferred Stock | — | 32 | 7.4 | December 21, 2013 | N/A(2) | Liability | Warrants to purchase Series C-1 Preferred Stock | 46 | 46 | 10.92 | June 25, 2019 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series C-1 Preferred Stock | — | 46 | 10.92 | June 25, 2019 | N/A(2) | Liability | Warrants to purchase Series D-1 Preferred Stock | 64 | 64 | 12.56 | March 18, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series D-1 Preferred Stock | — | 64 | 12.56 | March 18, 2020 | N/A(2) | Liability | Warrants to purchase common stock | 872 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Common Stock | 32 | — | 7.4 | December 21, 2013 | Equity(2) | N/A | Warrants to purchase common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity | Equity(2) | |||||||||||||||||||
Warrants to purchase Common Stock | 46 | — | 10.92 | June 25, 2019 | Equity(2) | N/A | ||||||||||||||||||||||||||
Warrants to purchase Common Stock | 64 | — | 12.56 | March 18, 2020 | Equity(2) | N/A | All warrants | 1,134 | 1,134 | $ | 6.56 | |||||||||||||||||||||
Warrants to purchase Common stock | 858 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | ||||||||||||||||||||||||||
Warrants to purchase Common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity(3) | Equity | ||||||||||||||||||||||||||
All warrants | 1,013 | 1,134 | $ | 6.56 | -1 | |||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
-1 | Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2011. See discussion below for further details. | |||||||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2011, the Company issued warrants for the purchase of up to 106,500 shares of the Company's Series A redeemable convertible preferred stock (Series A Preferred Stock), 31,891 shares of the Company's Series B redeemable convertible preferred stock (Series B Preferred Stock), 45,786 shares of the Company's Series C-1 redeemable convertible preferred stock (Series C-1 Preferred Stock), and 63,693 shares of the Company's Series D-1 redeemable convertible preferred stock (Series D-1 Preferred Stock). Each warrant was immediately exercisable. The warrants to purchase Series A and Series B Preferred Stock expire seven years from the original date of issuance, while the warrants to purchase Series C-1 and Series D-1 Preferred Stock expire ten years from the original date of issuance. The warrants to purchase shares of the Company's preferred stock have an exercise price equal to the original issuance price of the underlying instrument. Each warrant is exercisable on either a physical settlement or net share settlement basis and the redemption provisions are outside the control of the Company. Upon the conversion of the Series A Preferred Stock and/or Series B Preferred Stock and/or Series C-1 Preferred Stock and/or Series D-1 Preferred Stock into shares of common stock, the associated warrants to purchase shares of the Company's preferred stock are will become exercisable for shares of common stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
Warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted to warrants to purchase common stock at the closing of the IPO on September 24, 2013. | The Company follows the provisions of ASC Topic 480, Issuer's Accounting for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable, which requires that warrants to purchase redeemable preferred stock be classified as liabilities. In addition, the value of the warrants is remeasured to the then-current fair value at each reporting date. Changes in fair value are recorded to other income (expense), net. For the years ended December 31, 2011 and 2012, the Company remeasured the fair value of all of its outstanding warrants to purchase shares of the Company's preferred stock, using current assumptions, resulting in an increase in fair value of $0.1 million and $0.4 million, respectively, which was recorded in other expense net in the accompanying statements of operations and comprehensive income (loss). The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase shares of Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock at the end of each reporting period until the earlier of the exercise or expiration of the applicable warrants or until such time that the underlying preferred stock is reclassified to permanent equity. | |||||||||||||||||||||||||||||||
-3 | In December 2012, the Company modified the warrant to purchase 106,500 shares of Series A Preferred Stock and extended the expiration date from December 21, 2012 to February 28, 2013. On February 6, 2013, the holder of the warrant exercised the warrant on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. Upon exercise, the Company re-measured the fair value of the warrant and recorded the resulting increase in fair value of $0.1 million as other expense in the accompanying statement of operations and comprehensive income. | |||||||||||||||||||||||||||||||
Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. | ||||||||||||||||||||||||||||||||
In connection with the Series E redeemable convertible preferred stock (Series E Preferred Stock) financing transactions that took place in June 2010 and July 2010, the Company issued warrants to purchase up to 871,580 shares of common stock. Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance. The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the statements of operations and comprehensive income (loss) for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the preferred stock issued of $3.0 million, and the preferred stock is being accreted to the redemption value. On December 31, 2011 and 2012, the Company remeasured the fair value of the outstanding warrants, using current assumptions, resulting in an increase in fair value of $0.3 million and $1.9 million, respectively, which was recorded in other expense in the accompanying statements of operations and comprehensive income (loss) for the years ended December 31, 2011 and 2012. The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants. On March 31, 2013, the Company retired 13,994 warrants to purchase common stock as a consequence of a repurchase of shares from an investor. All remaining outstanding warrants were fully vested and exercisable as of December 31, 2011 and 2012. | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2012, the Company issued warrants for the purchase of up to 106,500 shares of the Company's Series A redeemable convertible preferred stock (Series A Preferred Stock), 31,891 shares of the Company's Series B redeemable convertible preferred stock (Series B Preferred Stock), 45,786 shares of the Company's Series C-1 redeemable convertible preferred stock (Series C-1 Preferred Stock), and 63,693 shares of the Company's Series D-1 redeemable convertible preferred stock (Series D-1 Preferred Stock). Each warrant was immediately exercisable. The warrants to purchase Series A and Series B Preferred Stock expire seven years from the original date of issuance, while the warrants to purchase Series C-1 and Series D-1 Preferred Stock expire ten years from the original date of issuance. The warrants to purchase shares of the Company's preferred stock have an exercise price equal to the original issuance price of the underlying instrument. Each warrant is exercisable on either a physical settlement or net share settlement basis and the redemption provisions are outside the control of the Company. In connection with the closing of the Company's IPO on September 24, 2013, the outstanding warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted into warrants to purchase common stock The exercise prices for each of these warrants remained unchanged. | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2011, the Company issued warrants to purchase up to 12,634 shares of common stock. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to interest expense during the periods the related debt was outstanding. | ||||||||||||||||||||||||||||||||
The Company follows the provisions of ASC Topic 480, Issuer's Accounting for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable, which requires that warrants to purchase redeemable preferred stock be classified as liabilities. In addition, the value of the warrants is remeasured to the then-current fair value at each reporting date. Changes in fair value are recorded to other income (expense), net. For the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, the Company remeasured the fair value of all of its outstanding warrants to purchase shares of the Company's preferred stock up until the conversion of such warrants on September 24, 2013, using current assumptions, resulting in an increase in fair value of $1.0 million, $0.0 million, $1.3 million and $0.0 million, respectively, which was recorded in other expense, net in the accompanying statements of operations and comprehensive loss. As a result of the closing of the IPO and the resulting conversion of the warrants to purchase preferred shares into warrants to purchase common stock, the fair value of the warrant liability at September 24, 2013 was reclassified to permanent equity and therefore, is no longer subject to remeasurement. | ||||||||||||||||||||||||||||||||
The Company issued warrants to purchase up to 41,388 shares of common stock in periods prior to December 31, 2011 in exchange for consulting services provided by a third party pursuant to stand-alone award agreements that are independent of an equity incentive plan. The warrants vested upon achievement of four milestones and were outstanding for approximately seven years from the date of issuance. During the year ended December 31, 2011, the holder exercised 41,388 warrants to purchase common stock on a net basis resulting in the issuance of 37,249 shares of common stock. There were no exercises, cancellations, or expirations of warrants during the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
In December 2012, the Company modified the warrant to purchase 106,500 shares of Series A Preferred Stock and extended the expiration date from December 21, 2012 to February 28, 2013. During the nine months ended September 30, 2013, the holder of the warrant exercised the warrant on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. Upon exercise, the Company re-measured the fair value of the warrant and recorded the resulting increase in fair value of $0.1 million as other expense in the accompanying statement of operations and comprehensive loss for the nine months ended September 30, 2013. | ||||||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||||||
In connection with the Series E redeemable convertible preferred stock (Series E Preferred Stock) financing transactions that took place in June 2010 and July 2010, the Company issued warrants to purchase up to 871,580 shares of common stock. Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance. The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the statements of operations and comprehensive income (loss) for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the preferred stock issued of $3.0 million, and the preferred stock was being accreted to the redemption value. At the end of each reporting period, the Company remeasured the fair value of the outstanding warrants, using current assumptions, resulting in an increase (decrease) in fair value of $10.1 million, ($0.1 million), $11.3 million, and $0.5 million, respectively, which was recorded in other expense in the accompanying statements of operations and comprehensive loss for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012. The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants. On March 31, 2013, the Company retired 13,994 warrants to purchase common stock as a consequence of a repurchase of shares from an investor. All remaining outstanding warrants were fully vested and exercisable as of September 30, 2013 and December 31, 2012. | ||||||||||||||||||||||||||||||||
The fair value of the warrants to purchase preferred stock on the date of issuance and on each re-measurement date for those warrants to purchase preferred stock classified as liabilities, is estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock and common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock are classified as liabilities and are estimated using the Monte Carlo simulation framework, which incorporated three future financing events over the remaining life of the warrants to purchase common stock. Due to the nature of these inputs and the valuation techniques utilized, the valuation of the warrants to purchase preferred stock and common stock are considered a Level 3 measurement (Note 2). | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2012, the Company issued warrants to purchase up to 12,634 shares of common stock. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to interest expense during the periods the related debt was outstanding. | ||||||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series A Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
The Company issued warrants to purchase up to 41,388 shares of common stock in periods prior to December 31, 2012 in exchange for consulting services provided by a third party pursuant to stand-alone award agreements that are independent of an equity incentive plan. The warrants vested upon achievement of four milestones and were outstanding for approximately seven years from the date of issuance. There were no exercises, cancellations, or expirations of warrants during the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
Fair Value | Year Ended | |||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
The fair value of the warrants to purchase preferred stock on the date of issuance and on each re-measurement date for those warrants to purchase preferred stock classified as liabilities, was estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock and common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock are classified as liabilities and are estimated using the Monte Carlo simulation framework, which incorporated three future financing events over the remaining life of the warrants to purchase common stock. Due to the nature of these inputs and the valuation techniques utilized, the valuation of the warrants to purchase preferred stock and common stock are considered a Level 3 measurement (Note 7). | 2011 | 2012(1) | ||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 6.76 | $ | 9.24 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 1.16 | 0.16 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.12 | % | 0.04 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
-1 | ||||||||||||||||||||||||||||||||
During December 2012, the expiration date of the warrant to purchase Series A Preferred Stock was extended from December 21, 2012 to February 28, 2013. The warrant to purchase Series A Preferred Stock was exercised during the three months ended March 31, 2013. | ||||||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series B Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 7.56 | $ | 9.96 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 1.98 | 0.97 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.25 | % | 0.16 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series C-1 Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 8.84 | $ | 11.04 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 7.46 | 6.46 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.35 | % | 0.95 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series D-1 Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 8.84 | $ | 10.52 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 8.22 | 7.22 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.62 | % | 1.18 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
Fair Value of Underlying Instrument | ||||||||||||||||||||||||||||||||
The Company estimated the fair value of its shares of Series A Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and Series D-1 Preferred Stock as of December 31, 2011 and 2012 using the PWERM. | ||||||||||||||||||||||||||||||||
Expected Volatility | ||||||||||||||||||||||||||||||||
The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. | ||||||||||||||||||||||||||||||||
Expected Term | ||||||||||||||||||||||||||||||||
The Company based the expected term on the actual remaining contractual term of each respective warrant. A decrease in the expected term would decrease the fair value of the underlying instrument. | ||||||||||||||||||||||||||||||||
Risk-Free Interest Rate | ||||||||||||||||||||||||||||||||
The Company estimated the risk-free interest rate in reference to the yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. A decrease in the selected risk-free rate would decrease the fair value of the underlying instrument. | ||||||||||||||||||||||||||||||||
Expected Dividend Yield | ||||||||||||||||||||||||||||||||
The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | ||||||||||||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||
Commitments and Contingencies | ' | ' | ||||
Commitments and Contingencies | ' | ' | ||||
13. Commitments and Contingencies | 7. Commitments and Contingencies | |||||
Legal Proceedings | Operating Leases | |||||
On October 18, 2012, the Salk Institute for Biological Studies (Salk) filed a complaint in the Massachusetts Superior Court for Suffolk County, alleging that the Company breached one of the Company's two licensing agreements with Salk. The licensing agreement in dispute provides the Company with a license with respect to certain of Salk's U.S. patents related to the ActRIIB activin receptor proteins. Salk contends that, under the licensing agreement, the Company owed Salk a greater share of the upfront payment that it received under its now-terminated agreement with Shire AG regarding ACE-031 and a share of the upfront payment and development milestone payments that the Company has received under its ongoing collaboration agreement with Celgene regarding ACE-536. Salk is seeking a total of approximately $10.5 million plus interest in payment and a 15% share of future development milestone payments received under the agreement with Celgene regarding ACE-536. The Company contends that no additional amounts are due to Salk and that it has complied with all of its payment obligations under the applicable Salk license agreement. | The Company leases its facilities under non-cancelable operating leases that expire at various dates through May 2018. All of the Company's leases contain escalating rent clauses, which require higher rent payments in future years. The Company expenses rent on a straight-line basis over the term of the lease, including any rent-free periods. In addition, the Company received certain leasehold improvement incentives, and recorded these incentives as deferred rent, which is amortized as a reduction of rent expense over the life of the lease. Rent expense of approximately $3.6 million and $3.5 million were incurred during the years ended December 31, 2011 and 2012, respectively. | |||||
The Company moved to dismiss the complaint on December 3, 2012. The Court denied the Company's motion on February 28, 2013. On March 14, 2013, Acceleron answered the complaint and asserted patent invalidity counterclaims. On the basis of those counterclaims, Acceleron removed the action on March 28, 2013 to the United States District Court for the District of Massachusetts. The parties have since reached an agreement on a stipulation as to certain patent issues raised in the action, and Acceleron has dismissed its counterclaims. The Court held an initial scheduling conference on May 30, 2013, and the parties have begun fact discovery. The case is currently scheduled for trial in September 2014. The Company intends to defend its position vigorously. | Future annual minimum lease payments as of December 31, 2012, are as follows (in thousands): | |||||
The Company evaluated the suit under ASC Topic 450, Contingencies, as a loss contingency. The estimated loss from a loss contingency shall be accrued if information available before the financial statements are issued indicates that it is probable a liability had been incurred at the date of the financial statements, and the amount of loss can be reasonably estimated. Because the Company believes that the potential for an unfavorable outcome is not probable, it has not established a reserve with respect to the dispute as of September 30, 2013 or December 31, 2012. | ||||||
2013 | $ | 4,522 | ||||
The Company's estimates can be affected by various factors. As of December 31, 2012 and September 30, 2013, management has determined a loss is reasonably possible. Although the Company believes it would successfully defend the lawsuit, the Company has in the past participated in settlement discussions with Salk. Accordingly, the Company has estimated the range of possible losses as of September 30, 2013 and December 31, 2012 to be between $0 and $10.5 million plus interest. | 2014 | 4,522 | ||||
2015 | 4,106 | |||||
Other | 2016 | 3,938 | ||||
2017 | 3,938 | |||||
The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at September 30, 2013 and December 31, 2012, or royalties on future sales of specified products. No milestone or royalty payments under these agreements are expected to be payable in the immediate future. See Note 14 for discussion of these arrangements. | 2018 | 2,953 | ||||
The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company's products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. | Total | $ | 23,979 | |||
In February 2011, the Company entered into a sublease agreement for a portion of one of its facility leases. The tenant will pay rent on the lease from February 28, 2011 until May 30, 2015. The Company will continue to utilize the remaining portion of the leased property. | ||||||
Future annual minimum sublease payments as of December 31, 2012, are as follows (in thousands): | ||||||
2013 | $ | 583 | ||||
2014 | 583 | |||||
2015 | 241 | |||||
Total | $ | 1,407 | ||||
Legal Proceedings | ||||||
On October 18, 2012, the Salk Institute for Biological Studies (Salk) filed a complaint in the Massachusetts Superior Court for Suffolk County, alleging that the Company breached one of the Company's two licensing agreements with Salk. The licensing agreement in dispute provides the Company with a license with respect to certain of Salk's U.S. patents related to the ActRIIB activin receptor proteins. Salk contends that, under the licensing agreement, the Company owed Salk a greater share of the upfront payment that it received under its now-terminated agreement with Shire AG regarding ACE-031 and a share of the upfront payment and development milestone payments that the Company has received under its ongoing collaboration agreement with Celgene regarding ACE-536. Salk is seeking a total of approximately $10.5 million plus interest in payment and a 15% share of future development milestone payments received under the agreement with Celgene regarding ACE-536. The Company contends that no additional amounts are due to Salk and that it has complied with all of its payment obligations under the applicable Salk license agreement. | ||||||
The Company moved to dismiss the complaint on December 3, 2012. The Court denied the Company's motion on February 28, 2013. On March 14, 2013, Acceleron answered the complaint and asserted patent invalidity counterclaims. On the basis of those counterclaims, Acceleron removed the action on March 28, 2013 to the United States District Court for the District of Massachusetts. The parties have since reached an agreement on a stipulation as to certain patent issues raised in the action, and Acceleron has dismissed its counterclaims. The Court held an initial scheduling conference on May 30, 2013, and the parties have begun fact discovery. The case is currently scheduled for trial in September 2014. The Company intends to defend its position vigorously. | ||||||
The Company evaluated the suit under ASC Topic 450, Contingencies, as a loss contingency. The estimated loss from a loss contingency shall be accrued if information available before the financial statements are issued indicates that it is probable a liability had been incurred at the date of the financial statements, and the amount of loss can be reasonably estimated. Because the Company believes that the potential for an unfavorable outcome is not probable, it has not established a reserve with respect to the dispute as of December 31, 2012. | ||||||
The Company's estimates can be affected by various factors. As of December 31, 2012, management has determined a loss is reasonably possible. Although the Company believes it would successfully defend the lawsuit, the Company has in the past participated in settlement discussions with Salk. Accordingly, the Company has estimated the range of possible losses as of December 31, 2012 and to be between $0 and $10.5 million plus interest. | ||||||
Other | ||||||
The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at December 31, 2012, or royalties on future sales of specified products. No milestone or royalty payments under these agreements are expected to be payable in the immediate future. See Note 10 for discussion of these arrangements. | ||||||
The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company's products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. | ||||||
Redeemable_Convertible_Preferr
Redeemable Convertible Preferred Stock | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Redeemable Convertible Preferred Stock | ' | |||||||
Redeemable Convertible Preferred Stock | ' | |||||||
8. Redeemable Convertible Preferred Stock | ||||||||
As of December 31, 2012 the authorized capital stock of the Company included 74,077,227 shares of preferred stock, par value $0.001 per share, of which: (1) 26,069,980 shares have been designated as Series A Preferred Stock, (2) 16,944,378 shares have been designated as Series B Preferred Stock, (3) 11,923,077 shares have been designated as Series C redeemable convertible (Series C Preferred Stock), (4) 2,014,652 shares have been designated as Series C-1 Preferred Stock, (5) 955,414 shares have been designated as Series D redeemable convertible preferred stock (Series D Preferred Stock), (6) 2,802,548 shares have been designated as Series D-1 Preferred Stock, (7) 3,662,422 shares have been designated as Series E Preferred Stock, and (8) 9,704,756 shares have been designated as Series F redeemable convertible preferred stock (Series F Preferred Stock, and all collectively the Preferred Stock). | ||||||||
The Company's Preferred Stock consisted of the following (in thousands, except share and per share data): | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Series A Preferred Stock, $0.001 par value: 26,069,980 shares authorized, 6,410,976 shares issued and outstanding at December 31, 2011 and 2012 and 6,457,644 shares at June 30, 2013, at redemption value(1) | $ | 62,049 | $ | 66,665 | ||||
Series B Preferred Stock, $0.001 par value: 16,944,378 shares authorized, 4,204,185 shares issued and outstanding at December 31, 2011 and 2012, at redemption value(2) | 61,464 | 67,044 | ||||||
Series C Preferred Stock, $0.001 par value: 11,923,077 shares authorized, 2,978,062 shares issued, and outstanding at December 31, 2011 and 2012, at redemption value(2) | 54,320 | 59,909 | ||||||
Series C-1 Preferred Stock, $0.001 par value: 2,014,652 shares authorized, 457,875 issued, and outstanding at December 31, 2011 and 2012, at redemption value | 8,479 | 9,387 | ||||||
Series D Preferred Stock, $0.001 par value: 955,414 shares authorized, 234,940 shares issued, and outstanding at December 31, 2011 and 2012, at redemption value(2) | 3,657 | 4,325 | ||||||
Series D-1 Preferred Stock, $0.001 par value: 2,802,548 shares authorized, 636,942 issued and outstanding at December 31, 2011 and 2012, at redemption value | 10,128 | 11,864 | ||||||
Series E Preferred Stock, $0.001 par value: 3,662,422 shares authorized, 816,060 shares issued and outstanding at December 31, 2011 and 2012, at redemption value(2) | 10,934 | 13,393 | ||||||
Series F Preferred Stock, $0.001 par value: 9,704,756 shares authorized, 2,426,171 issued and outstanding at December 31, 2011 and 2012, at redemption value(2) | 30,518 | 36,023 | ||||||
Total redeemable convertible preferred stock | $ | 241,549 | $ | 268,610 | ||||
-1 | ||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 106,500 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. | ||||||||
-2 | ||||||||
On March 13, 2013, the Company retired 139,741 shares of Series B Preferred Stock, 21,744 shares of Series C Preferred Stock, 2,906 shares of Series D Preferred Stock, 13,103 shares of Series E Preferred Stock and 4,825 shares of Series F Preferred Stock as a consequence of a repurchase of shares from an investor. | ||||||||
The holders of the Company's Preferred Stock have rights and preferences as specified below. | ||||||||
Dividends | ||||||||
The holders of the Company's Preferred Stock are entitled to receive, when and as declared by the Board, preferential cumulative dividends at the rate of 8% per share per annum of the stated value thereof. Such dividends shall be cumulative and shall accrue from the original issue date, whether or not earned or declared, and whether or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal year. No dividends or other distributions will be made with respect to the common stock until all declared dividends on the Preferred Stock have been paid. Additionally, if the Board declares a dividend with respect to the common stock, the Board must also declare at the same time, a dividend to the holders of the Preferred equal to the dividend that would have been payable if the outstanding Preferred Stock had been converted into shares of common stock. No dividends have been declared or paid by the Company through December 31, 2012. | ||||||||
Liquidation | ||||||||
In the event of any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Series F Preferred Stock are entitled to receive an amount equal to the greater of (a) $12.56 per share, subject to appropriate adjustment, plus all dividends accrued or declared but unpaid, or (b) an amount per share as would have been payable had each share been converted to common stock immediately prior to the liquidation event. No payment shall be made to the holders of Series A, Series B, Series C, Series C-1, Series D, Series D-1 and Series E Preferred Stock or common stock unless and until full payment has been made to the holders of Series F Preferred Stock. | ||||||||
After payment has been made to the holders of Series F Preferred Stock, the holders of Series E Preferred Stock are entitled to receive an amount equal to the greater of (a) the Special Series E Liquidation Payment (as defined below), plus all dividends accrued or declared but unpaid, or (b) an amount per share as would have been payable had each share been converted to common stock immediately prior to the liquidation event. No payment shall be made to the holders of Series A, Series B, Series C, Series C-1, Series D and Series D-1 Preferred Stock or common stock unless and until full payment has been made to the holders of Series E Preferred Stock. | ||||||||
The Special Series E Liquidation Payment is equal to a preference calculated as a 22% annually compounded return on the initial per share investment amount of $12.56 per share from the date of issuance to the date of an initial public offering, subject to appropriate adjustments. | ||||||||
After payment has been made to the holders of Series F and Series E Preferred Stock, the holders of Series D and Series D-1 Preferred Stock are entitled to receive an amount equal to the greater of (a) $12.56 per share, subject to appropriate adjustment, plus any dividends accrued or declared but unpaid, or (b) an amount per share as would have been payable had each share been converted to common stock immediately prior to the liquidation event. No payment shall be made to the holders of Series A, Series B, Series C and Series C-1 Preferred Stock or common stock unless and until full payment has been made to the holders of Series D and Series D-1 Preferred Stock. | ||||||||
After payment has been made to the holders of Series F, Series E, Series D, and Series D-1 Preferred Stock, the holders of Series C and Series C-1 Preferred Stock are entitled to receive an amount equal to the greater of (a) $10.92 per share, subject to appropriate adjustment for Series C-1 Preferred Stock and $10.40 per share, subject to appropriate adjustment, for Series C Preferred Stock, plus any dividends accrued or declared but unpaid, or (b) an amount per share as would have been payable had each share been converted to common stock immediately prior to the liquidation event. No payment shall be made to the holders of Series A and Series B Preferred Stock or common stock unless and until full payment has been made to the holders of Series C and Series C-1 Preferred Stock. | ||||||||
After payment has been made to the holders of Series F, Series E, Series D, Series D-1, Series C and Series C-1 Preferred Stock, the holders of Series B Preferred Stock are entitled to receive, an amount equal to the greater of (a) $7.40 per share, subject to appropriate adjustment, plus any dividends accrued or declared but unpaid, or (b) an amount per share as would have been payable had each share been converted to common stock immediately prior to the liquidation event. No payment shall be made to the holders of Series A Preferred Stock or of common stock unless and until full payment has been made to the holders of Series B Preferred Stock. | ||||||||
After payment has been made to the holders of Series F, Series E, Series D, Series D-1, Series C, Series C-1 and Series B Preferred Stock, the holders of Series A Preferred Stock are entitled to receive, in preference to the holders of common stock, an amount equal to the greater of (a) $4.00 per share, subject to appropriate adjustment, plus any dividends accrued or declared but unpaid, or (b) an amount per share as would have been payable had each share been converted to common stock immediately prior to the liquidation event. No payment shall be made to the holders of common stock unless and until full payment has been made to the holders of Series A Preferred Stock. | ||||||||
The remaining assets of the Company available for distribution, after distribution to the holders of Series F, Series E, Series D, Series D-1, Series C, Series C-1, Series B and Series A Preferred Stock shall be distributed ratably among the holders of common stock. | ||||||||
Voting | ||||||||
The holders of the Preferred Stock are entitled to vote, together with the holders of common stock, on all matters submitted to stockholders for a vote. The holders of the Preferred Stock are entitled to the number of votes equal to the number of shares of common stock into which each share of the Preferred Stock is convertible at the time of such vote. On various matters submitted to the stockholders for a vote, certain series of Preferred Stock are entitled to separate votes. | ||||||||
Conversion | ||||||||
Voluntary | ||||||||
Each share of Preferred Stock is convertible at the option of the holder into such number of shares of common stock as is determined by dividing $4.00 in the case of Series A Preferred Stock, $7.40 in the case of Series B Preferred Stock, $10.40 in the case of Series C Stock, $10.92 in the case of Series C-1 Stock, $12.56 in the case of Series D and D-1 Preferred Stock, $12.56 in the case of Series E Stock, and $12.56 in the case of Series F Stock by the conversion prices in effect at the time of conversion. As of December 31, 2012, the conversion rate for all series of Preferred Stock is 1:1, but is subject to adjustment in the future upon the occurrence of certain events. | ||||||||
Mandatory | ||||||||
Each share of Preferred Stock shall be automatically converted into shares of common stock at the conversion price in effect at the time of conversion, upon (1) the closing of an IPO of the Company's common stock in which the price is greater than $37.68 per share, adjusted for certain dilutive events, and which results in gross proceeds of at least $50.0 million. | ||||||||
Each share of Preferred Stock shall be automatically converted into shares of common stock at the conversion price in effect at the time of conversion, upon (1) the closing of an IPO of the Company's common stock in which the price is between $14.80 and $37.68 per share, adjusted for certain dilutive events, and which results in gross proceeds of at least $50.0 million, and (2) the election by the holders of at least two-thirds of the outstanding shares of the respective series of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock, voting as a single class. | ||||||||
Each share of Preferred Stock shall be automatically converted into shares of common stock at the conversion price in effect at the time of conversion, upon (1) the closing of an IPO of the Company's common stock in which the price is less than $14.80 per share, adjusted for certain dilutive events, and which results in gross proceeds of at least $50.0 million, and (2) the election by the holders of at least two-thirds of the outstanding shares of Series B Preferred Stock, and (3) the election by the holders of at least 60% of the outstanding shares of the respective series of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock voting as a single class. | ||||||||
In the event of a closing of an IPO of the Company's common stock not meeting the criteria discussed above, and the election by the holders of at least two thirds of the outstanding shares of the respective series of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock voting as a single class, each share of Preferred Stock shall be automatically converted into shares of common stock at the conversion price in effect at the time of conversion, upon. | ||||||||
In the event of an automatic conversion of the Preferred Stock upon the closing of an IPO in which the per-share price is less than $37.68, adjusted for certain dilutive events, each share of Series E Preferred stock will be converted into common stock at the greater of (1) the number of shares which would be received under the conversion price in effect at the time of the offering based upon the conversion features noted above, or (2) a ratio determined by dividing the Special Series E Liquidation Payment, accrued from the issuance date through the date of an IPO, by the price per share of the Company's common stock in an IPO. | ||||||||
Special Mandatory | ||||||||
In the event that any holder of shares of Preferred Stock does not participate in a Qualified Financing (as defined) by purchasing, in the aggregate, in such Qualified Financing and within the time period specified by the Company, such holder's pro rata amount, then such holder's shares of preferred stock will automatically convert into common stock at the respective Conversion Price (as defined). | ||||||||
The Company evaluated each series of its Preferred Stock and determined that each individual series is considered an equity host under ASC 815. In making this determination, the Company's analysis followed the whole instrument approach which compares an individual feature against the entire preferred stock instrument which includes that feature. The Company's analysis was based on a consideration of the economic characteristics and risks of each series of Preferred Stock. More specifically, the Company evaluated all of the stated and implied substantive terms and features, including: (1) whether the Preferred Stock included redemption features, (2) how and when any redemption features could be exercised, (3) whether the holders of Preferred Stock were entitled to dividends, (4) the voting rights of the Preferred Stock and (5) the existence and nature of any conversion rights. As a result of the Company's conclusion that the Preferred Stock represents an equity host, the conversion feature of all series of Preferred Stock is considered to be clearly and closely related to the associated Preferred Stock host instrument. Accordingly, the conversion feature of all series of Preferred Stock is not considered an embedded derivative that requires bifurcation. | ||||||||
The Company accounts for potential beneficial conversion features under FASB ASC Topic 470-20, Debt with Conversion and Other Options. At the time of each of the issuances of Preferred Stock, the Company's common stock into which each series of the Company's Preferred Stock is convertible had an estimated fair value less than the effective conversion prices of the Preferred Stock. Therefore, there was no intrinsic value on the respective commitment dates. | ||||||||
As noted above, in certain events, the Series E Preferred Stock may convert to common stock on a basis higher than 1-to-1, based on a formula driven by the date on which the Company completes an IPO and the price of such offering. The Company concluded, in accordance with the provisions of ASC 470, that as the changes to the conversion terms would be triggered by a future event that is outside of the Company's control, this represents a contingent conversion option, and, therefore, should not be recognized until and unless the triggering event occurs. The Company evaluated whether a beneficial conversion feature may be required to be recorded with respect to the Series E Preferred Stock when the triggering event occurs, measured based on the number of shares of common stock assumed to be issuable upon the resolution of the contingency multiplied by the commitment date fair value of the common stock less the proceeds of the Series E Preferred Stock financing. Based upon this assessment, the Company determined that no beneficial conversion feature is required to be recognized. | ||||||||
Redemption | ||||||||
The Company shall be required to redeem all, but not less than all, of the outstanding shares of the Series F Preferred Stock, as applicable, in three equal installments at the written election of holders of 83% of the outstanding shares of Series F Preferred Stock at any time on or after the date that is 90 days before the fifth anniversary of the original issue date of the Company's Series F Preferred Stock, which is September 22, 2016. The redemption price per share of Series F Preferred Stock shall be equal to (1) $12.56 for the Series F Preferred Stock (the Series F Base Redemption Price) adjusted for certain dilutive events, plus all dividends accrued or declared but unpaid on such share on the applicable redemption date, plus (2) an additional amount computed similar to interest payable on the Series F Base Redemption Price at the rate equal to simple interest of 10% per annum from the date of issuance of such shares. | ||||||||
After full redemption of the Series F Preferred Stock, the Company shall be required to redeem all, but not less than all, of the outstanding shares of the Series E Preferred Stock, in three equal installments at the written election of holders of 75% of the outstanding shares of Series E Preferred Stock at any time on or after the date that is 90 days before the fifth anniversary of the original issue date of the Company's Series F Preferred Stock. The redemption price per share of Series E Preferred Stock shall be equal to (1) $12.56 for the Series E Preferred Stock (the Series E Base Redemption Price) adjusted for certain dilutive events, plus all dividends accrued or declared but unpaid on such share on the applicable redemption date, plus (2) an additional amount computed similar to interest payable on the Series E Base Redemption Price at the rate equal to simple interest of 10% per annum from the date of issuance of such shares. | ||||||||
After full redemption of the Series F and Series E Preferred Stock, the Company shall be required to redeem all, but not less than all, of the outstanding shares of the Series D and Series D-1 Preferred Stock, as applicable, in three equal installments at the written election of holders of 85% of the outstanding shares of Series D and Series D-1 Preferred Stock at any time on or after the date that is 90 days before the fifth anniversary of the original issue date of the Company's Series F Preferred Stock. The redemption price per share of Series D Preferred Stock shall be equal to (1) $12.56 for the Series D and D-1 Preferred Stock (the Series D Base Redemption Price) adjusted for certain dilutive events, plus all dividends accrued or declared but unpaid on such share on the applicable redemption date, plus (2) an additional amount computed similar to interest payable on the Series D Base | ||||||||
Redemption Price at the rate equal to simple interest of 10% per annum from the date of issuance of such shares. | ||||||||
After full redemption of the Series F, Series E, Series D, and Series D-1 Preferred Stock, the Company shall be required to redeem all, but not less than all, of the outstanding shares of the Series C Preferred Stock, as applicable, in three equal installments at the written election of holders of two-thirds of the outstanding shares of Series C and Series C-1 Preferred Stock at any time on or after the date that is 90 days before the fifth anniversary of the original issue date of the Company's Series F Preferred Stock. The redemption price per share shall be equal to (1) $10.40 in the case of Series C Preferred Stock and $10.92 in the case of Series C-1 Preferred Stock (the Series C Base Redemption Price), adjusted for certain dilutive events, plus all dividends accrued or declared but unpaid on such share on the applicable redemption date, plus (2) an additional amount computed similar to interest payable on the Series C Base Redemption Price at the rate equal to simple interest of 10% per annum from the date of issuance of such shares. | ||||||||
After full redemption of the Series F, Series E, Series D, Series D-1, Series C, and Series C-1 Preferred Stock, the Company shall be required to redeem all, but not less than all, of the outstanding shares of the Series B Preferred Stock, as applicable, in three equal installments at the written election of holders of two-thirds of the outstanding shares of Series B Preferred Stock at any time on or after the date that is 90 days before the fifth anniversary of the original issue date of the Company's Series F Preferred Stock. The redemption price per share shall be equal to (1) $7.40 for the Series B Preferred Stock (the Series B Base Redemption Price), adjusted for certain dilutive events, plus all dividends accrued or declared but unpaid on such share on the applicable redemption date, plus (2) an additional amount computed similar to interest payable on the Series B Base Redemption Price at the rate equal to simple interest of 10% per annum from the date of issuance of such shares. | ||||||||
After full redemption of the Series F, Series E, Series D, Series D-1, Series C, Series C-1, and Series B Preferred Stock, the Company shall be required to redeem all, but not less than all, of the outstanding shares of the Series A Preferred Stock, as applicable, in three equal installments at the written election of holders of two-thirds of the outstanding shares of Series A Preferred Stock at any time on or after the date that is 90 days before the fifth anniversary of the original issue date of the Company's Series F Preferred Stock. The redemption price per share shall be equal to (1) $4.00 for the Series A Preferred Stock (the Series A Base Redemption Price), adjusted for certain dilutive events, plus all dividends accrued or declared but unpaid on such share on the applicable redemption date, plus (2) an additional amount computed similar to interest payable on the Series A Base Redemption Price at the rate equal to simple interest of 10% per annum from the date of issuance of such shares. | ||||||||
As the Preferred Stock may become redeemable upon an event that is outside of the control of the Company, the Preferred Stock has been classified outside of permanent equity. | ||||||||
Common_Stock
Common Stock | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Common Stock | ' | ||||
Common Stock | ' | ||||
9. Common Stock | |||||
As of December 31, 2012, the authorized capital stock of the Company included 104,013,161 shares of common stock, par value $0.001 per share. | |||||
General | |||||
The voting, dividend and liquidation rights of the holders of shares of common stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock. The common stock has the following characteristics: | |||||
Voting | |||||
The holders of shares of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders and written actions in lieu of meetings. | |||||
Dividends | |||||
The holders of shares of common stock are entitled to receive dividends, if and when declared by the Board. Cash dividends may not be declared or paid to holders of shares of common stock until paid on each series of outstanding Preferred Stock in accordance with their respective terms. No dividends have been declared or paid by the Company through December 31, 2012. | |||||
Liquidation | |||||
After payment to the holders of shares of Preferred Stock of their liquidation preferences, the holders of shares of common stock are entitled to share ratably in the Company's remaining assets available for distribution to stockholders, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or upon the occurrence of a deemed liquidation event. | |||||
Reserved for Future Issuance | |||||
There were 2,393,458 and 2,432,155 common shares issued and outstanding as of December 31, 2011 and 2012, respectively. The Company has reserved for future issuance the following number of shares of common stock (in thousands): | |||||
December 31, | |||||
2012 | |||||
Conversion of Series A Preferred Stock | 6,411 | ||||
Conversion of Series B Preferred Stock | 4,204 | ||||
Conversion of Series C Preferred Stock | 2,978 | ||||
Conversion of Series C-1 Preferred Stock | 458 | ||||
Conversion of Series D Preferred Stock | 235 | ||||
Conversion of Series D-1 Preferred Stock | 637 | ||||
Conversion of Series E Preferred Stock | 816 | ||||
Conversion of Series F Preferred Stock | 2,426 | ||||
Warrants to purchase Preferred Stock | 248 | ||||
Outstanding stock options to purchase common stock | 3,730 | ||||
Shares available for future issuance under stock option plan | 120 | ||||
Warrants to purchase common stock | 884 | ||||
Additional shares reserved for unissued, but designated, Preferred Stock | 55,912 | ||||
Total shares of authorized common stock reserved for future issuance | 79,059 | ||||
Significant_Agreements
Significant Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Significant Agreements | ' | ' |
Significant Agreements | ' | ' |
14. Significant Agreements | 10. Significant Agreements | |
Celgene | Celgene | |
Overview | Overview | |
On February 20, 2008 the Company entered into a collaboration, license, and option agreement (the Sotatercept Agreement) with Celgene Corporation (Celgene) relating to sotatercept. On August 2, 2011, the Company entered into a second collaboration, license and option agreement with Celgene for ACE-536 (the ACE-536 Agreement), and also amended certain terms of the Sotatercept Agreement. These agreements provide Celgene exclusive licenses for Sotatercept and ACE-536 in all indications, as well as exclusive rights to obtain a license to certain future compounds. Celgene is a global biopharmaceutical company primarily engaged in the discovery, development and commercialization of innovative therapies designed to treat cancer and immune-inflammatory related diseases. | On February 20, 2008 the Company entered into a collaboration, license, and option agreement (the Sotatercept Agreement) with Celgene Corporation (Celgene) relating to sotatercept. On August 2, 2011, the Company entered into a second collaboration, license and option agreement with Celgene for ACE-536 (the ACE-536 Agreement), and also amended certain terms of the Sotatercept Agreement. These agreements provide Celgene exclusive licenses for Sotatercept and ACE-536 in all indications, as well as exclusive rights to obtain a license to certain future compounds. Celgene is a global biopharmaceutical company primarily engaged in the discovery, development and commercialization of innovative therapies designed to treat cancer and immune-inflammatory related diseases. | |
Sotatercept Agreement | Sotatercept Agreement | |
Under the terms of the Sotatercept Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of sotatercept. The Company also granted Celgene an option to license three discovery stage compounds. Under the terms of the agreement, the Company and Celgene will jointly develop, manufacture and commercialize sotatercept. Celgene paid $45.0 million of nonrefundable, upfront license and option payments to the Company upon the closing of the Sotatercept Agreement. | Under the terms of the Sotatercept Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of sotatercept. The Company also granted Celgene an option to license three discovery stage compounds. Under the terms of the agreement, the Company and Celgene will jointly develop, manufacture and commercialize sotatercept. Celgene paid $45.0 million of nonrefundable, upfront license and option payments to the Company upon the closing of the Sotatercept Agreement. | |
The Company retained responsibility for research, development through the end of Phase 2a clinical trials, as well as manufacturing the clinical supplies for these trials. These activities were substantially completed in 2011. Celgene is conducting the ongoing Phase 2 trials for myelodysplastic syndromes (MDS), chronic kidney disease, and b-thalassemia and will be responsible for any Phase 3 clinical trials, as well as additional Phase 2 clinical trials, and will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. Under the agreement, the Company was eligible to receive clinical milestones of up to $88.0 million, regulatory milestones of up to $272.0 million, and commercial milestones of up to $150.0 million for sotatercept. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the Food and Drug Administration (FDA) or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent sotatercept is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. | The Company retained responsibility for research, development through the end of Phase 2a clinical trials, as well as manufacturing the clinical supplies for these trials. These activities were substantially completed in 2011. Celgene is conducting the ongoing Phase 2 trials for myelodysplastic syndromes (MDS), chronic kidney disease, and b-thalassemia and will be responsible for any Phase 3 clinical trials, as well as additional Phase 2 clinical trials, and will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. Under the agreement, the Company was eligible to receive clinical milestones of up to $88.0 million, regulatory milestones of up to $272.0 million, and commercial milestones of up to $150.0 million for sotatercept. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the Food and Drug Administration (FDA) or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent sotatercept is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. | |
Additionally, for three named discovery-stage option programs the Company was eligible to receive option fees of up to $30.0 million, clinical milestones of up to $53.3 million, regulatory milestones of up to $204.0 million, and commercial milestones of up to $150.0 million for each option program. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. Option fee payments are triggered upon license of any of the option programs by Celgene. In addition, to the extent an option compound is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. None of the three discovery stage programs has advanced to the stage to achieve payment of a milestone. | Additionally, for three named discovery-stage option programs the Company was eligible to receive option fees of up to $30.0 million, clinical milestones of up to $53.3 million, regulatory milestones of up to $204.0 million, and commercial milestones of up to $150.0 million for each option program. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical | |
In connection with entering into the Sotatercept Agreement, Celgene purchased 457,875 shares of Series C-1 Preferred Stock at the aggregate purchase price of $5.0 million. The Series C-1 Preferred Stock was purchased at an amount that was deemed to represent fair value at the time of purchase. Concurrent with the IPO, Celgene purchased 666,667 shares of Common Stock at the IPO offer price of $15.00 per share. | product reaches certain defined levels of net sales by Celgene in countries outside of North America. Option fee payments are triggered upon license of any of the option programs by Celgene. In addition, to the extent an option compound is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. None of the three discovery stage programs has advanced to the stage to achieve payment of a milestone. | |
Commensurate with the execution of the ACE-536 Agreement described below, the Company and Celgene agreed to modify the terms of the Sotatercept Agreement. The modified terms included: (1) a change to the responsibility for development costs to align with the ACE-536 Agreement, with Celgene responsible for more than half of the worldwide costs through December 31, 2012, and 100% of the development costs thereafter, (2) future contingent development milestones for sotatercept were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $27.0 million and regulatory milestones of $190.0 million from a four-category (various cancer indications) structure and, (3) future contingent development milestones for option compounds were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $25.5 million and regulatory milestones of $142.5 million from a four-category (various cancer indications) structure, and (4) an option to buy down tiered royalty payments on both Sotatercept and ACE-536 with a one-time $25.0 million payment on or prior to January 1, 2013. The potential commercial milestones remained unchanged. Through September 30, 2013, the Company has received $34.5 million in research and development funding and milestone payments for sotatercept under the original and modified agreements. The next likely clinical milestone payment would be $7.0 million and result from Celgene's start of a Phase 2b clinical trial in chronic kidney disease. | In connection with entering into the Sotatercept Agreement, Celgene purchased 457,875 shares of Series C-1 Preferred Stock at the aggregate purchase price of $5.0 million. The Series C-1 Preferred Stock was purchased at an amount that was deemed to represent fair value at the time of purchase. In the event that the Company's IPO results in gross proceeds of at least $35.0 million, Celgene has committed to purchase, in a private offering concurrently with the IPO, shares of common stock equal to $10.0 million at the issuance price per share at the IPO if the gross proceeds from the IPO are greater than $50.0 million or twenty percent (20%) of the gross proceeds if the IPO raises less than $50.0 million. | |
The Sotatercept Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the exercise or forfeiture by Celgene of its option with regard to each option compound. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The term for each option compound runs for a specified period of years unless Celgene exercises its option, in which case the compound becomes a licensed product, or forfeits its option by failing to make certain payments following the achievement of certain milestones in early clinical development of the option compound. | Commensurate with the execution of the ACE-536 Agreement described below, the Company and Celgene agreed to modify the terms of the Sotatercept Agreement. The modified terms included: (1) a change to the responsibility for development costs to align with the ACE-536 Agreement, with Celgene responsible for more than half of the worldwide costs through December 31, 2012, and 100% of the development costs thereafter, (2) future contingent development milestones for sotatercept were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $27.0 million and regulatory milestones of $190.0 million from a four-category (various cancer indications) structure and, (3) future contingent development milestones for option compounds were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $25.5 million and regulatory milestones of $142.5 million from a four-category (various cancer indications) structure, and (4) an option to buy down tiered royalty payments on both Sotatercept and ACE-536 with a one-time $25.0 million payment on or prior to January 1, 2013. The potential commercial milestones remained unchanged. Through December 31, 2012, the Company has received $34.2 million in research and development funding and milestone payments for sotatercept under the original and modified agreements. The next likely clinical milestone payment would be $7.0 million and result from Celgene's start of a Phase 2b clinical trial in chronic kidney disease. | |
Celgene has the right to terminate the agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities). The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | The Sotatercept Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the exercise or forfeiture by Celgene of its option with regard to each option compound. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The term for each option compound runs for a specified period of years unless Celgene exercises its option, in which case the compound becomes a licensed product, or forfeits its option by failing to make certain payments following the achievement of certain milestones in early clinical development of the option compound. | |
ACE-536 Agreement | Celgene has the right to terminate the agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities). The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | |
Under the terms of the ACE-536 Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of ACE-536. The Company also granted Celgene an option for future products for which Acceleron files an Investigational New Drug application for the treatment of anemia. Celgene paid $25.0 million on the closing of the ACE-536 Agreement in August, 2011. | ACE-536 Agreement | |
The Company retains responsibility for research, development through the end of Phase 1 and initial Phase 2 clinical trials, as well as manufacturing the clinical supplies for these studies. Celgene will conduct subsequent Phase 2 and Phase 3 clinical studies. Acceleron will manufacture ACE-536 for the Phase 1 and Phase 2 clinical trials and Celgene will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. The Company is eligible to receive clinical milestones of up to $32.5 million, regulatory milestones of up to $105.0 million and commercial milestones of up to $80.0 million for ACE-536. The Company will receive additional, lower development, regulatory, and commercial milestones for any additional products for the treatment of anemia on which Celgene exercises an option. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon approval to market a protein therapeutic candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent ACE-536 is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. | Under the terms of the ACE-536 Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of ACE-536. The Company also granted Celgene an option for future products Acceleron files an Investigational New Drug application for the treatment of anemia. Celgene paid $25.0 million on the closing of the ACE-536 Agreement in August, 2011. | |
Through September 30, 2013, the Company has received $28.3 million in research and development funding and milestone payments for ACE-536. The next likely clinical milestone payment would be $15.0 million and result from the start of a Phase 3 study in MDS or b-thalassemia. The Company has not yet identified additional compounds for the treatment of anemia. Accordingly, there is no assurance that the Company will generate future value from additional programs. | The Company retains responsibility for research, development through the end of Phase 1 and initial Phase 2 clinical trials, as well as manufacturing the clinical supplies for these studies. Celgene will conduct subsequent Phase 2 and Phase 3 clinical studies. Acceleron will manufacture ACE-536 for the Phase 1 and Phase 2 clinical trials and Celgene will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. The Company is eligible to receive clinical milestones of up to $32.5 million, regulatory milestones of up to $105.0 million and commercial milestones of up to $80.0 million for ACE-536. The Company will receive additional, lower development, regulatory, and commercial milestones for any additional products for the treatment of anemia on which Celgene exercises an option. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon approval to market a protein therapeutic candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent ACE-536 is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. Through December 31, 2012, the Company has received $13.3 million in research and development funding and milestone payments for ACE-536. The next likely clinical milestone payment would be $15.0 million and result from the start of a Phase 3 study in MDS or b-thalassemia. The Company has not yet identified additional compounds for the treatment of anemia. Accordingly, there is no assurance that the Company will generate future value from additional programs. | |
The ACE-536 Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the end of the option term. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The option term runs until the later of (1) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the ACE-536 Agreement; (2) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the Sotatercept Agreement and all option rights under the Sotatercept Agreement have been forfeited with respect to each option compound where Celgene has made a payment with respect to such compound; and (3) the royalty term for all licensed products under the ACE-536 Agreement and the Sotatercept Agreement has ended; provided that if at the time the option term would otherwise end any option compounds under the ACE-536 Agreement are in clinical development the option term shall continue until Celgene's rights to such compound are either exercised or forfeited. | The ACE-536 Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the end of the option term. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and | |
Celgene has the right to terminate the ACE-536 Agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities), provided that Celgene may not terminate the ACE-536 Agreement prior to the completion of the on-going ACE-536 b-thalassemia and ACE-536 MDS Phase 2 clinical trials, except under certain conditions. The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | country-by-country basis on the date which commercialization of such licensed product has ceased. The option term runs until the later of (1) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the ACE-536 Agreement; (2) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the Sotatercept Agreement and all option rights under the Sotatercept Agreement have been forfeited with respect to each option compound where Celgene has made a payment with respect to such compound; and (3) the royalty term for all licensed products under the ACE-536 Agreement and the Sotatercept Agreement has ended; provided that if at the time the option term would otherwise end any option compounds under the ACE-536 Agreement are in clinical development the option term shall continue until Celgene's rights to such compound are either exercised or forfeited. | |
Both Agreements | Celgene has the right to terminate the ACE-536 Agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities), provided that Celgene may not terminate the ACE-536 Agreement prior to the completion of the on-going ACE-536 b-thalassemia and ACE-536 MDS Phase 2 clinical trials, except under certain conditions. The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | |
The Company and Celgene shared development costs under the Sotatercept and ACE-536 Agreements through December 31, 2012. As of January 1, 2013, Celgene is responsible for paying 100% of worldwide development costs under both agreements. Celgene will be responsible for all commercialization costs worldwide. The Company has the right to co-promote sotatercept, ACE-536 and future products under both agreements in North America. Celgene's option to buy down royalty rates for sotatercept and ACE-536 expired unexercised and, therefore, the Company will receive tiered royalties in the low-to-mid twenty percent range on net sales of sotatercept and ACE-536. The royalty schedules for sotatercept and ACE-536 are the same. | Both Agreements | |
Accounting Analysis | The Company and Celgene shared development costs under the Sotatercept and ACE-536 Agreements through December 31, 2012. As of January 1, 2013, Celgene is responsible for paying 100% of worldwide development costs under both agreements. Celgene will be responsible for all commercialization costs worldwide. The Company has the right to co-promote sotatercept, ACE-536 and future products under both agreements in North America. Celgene's option to buy down royalty rates for sotatercept and ACE-536 expired unexercised and, therefore, the Company will receive tiered royalties in the low-to-mid twenty percent range on net sales of sotatercept and ACE-536. The royalty schedules for sotatercept and ACE-536 are the same. | |
Prior to 2011, the Company accounted for the Sotatercept Agreement, as a multiple element arrangement under ASC 605-25 (prior to the amendments of ASU 2009-13). The Company identified the following deliverables under the arrangement; (1) the license to the ActRIIA compound, (2) right to license option program compounds, (3) participation in the joint development committee, (4) participation in the joint commercialization committee and (5) research and development activities. Under the provisions of ASC 605- 25, applicable to the arrangement, since the Company could not establish VSOE for the undelivered elements, the Company was required to recognize the initial consideration, consisting of the $45.0 million of nonrefundable upfront license and option payments, over the period the undelivered elements were to be delivered, which was initially estimated to be 15 years. As of the date of the modification of the agreement, there was approximately $34.7 million of deferred revenue under the arrangement. | Accounting Analysis | |
As a result of the material modifications to the cost sharing obligations, milestone payments structure and royalty payment structure, the Company concluded the modification represented a significant modification under ASU 2009-13, which required the Company to apply the updated provisions of ASU 2009-13 subsequent to the modification. | Prior to 2011, the Company accounted for the Sotatercept Agreement, as a multiple element arrangement under ASC 605-25 (prior to the amendments of ASU 2009-13). The Company identified the following deliverables under the arrangement; (1) the license to the ActRIIA compound, (2) right to license option program compounds, (3) participation in the joint development committee, (4) participation in the joint commercialization committee and (5) research and development activities. Under the provisions of ASC 605-25, applicable to the arrangement, since the Company could not establish VSOE for the undelivered elements, the Company was required to recognize the initial consideration, consisting of the $45.0 million of nonrefundable upfront license and option payments, over the period the undelivered elements were to be delivered, which was initially estimated to be 15 years. As of the date of the modification of the agreement, there was approximately $34.7 million of deferred revenue under the arrangement. | |
Because the ACE-536 Agreement and the amendment to the Sotatercept Agreement were negotiated in contemplation of each other, and the Company had not yet completed all of its obligations pursuant to the Sotatercept Agreement, the agreements were considered one arrangement for accounting purposes. The deliverables under the combined arrangement include: (1) licenses to develop and commercialize sotatercept and ACE-536, (2) performance of research and development services, (3) participation on the joint development committees, and (4) the performance of manufacturing services to provide clinical material to Celgene. The Company has determined the option to future products related to the treatment of anemia represents a substantive option. The Company is under no obligation to discover, develop or deliver any new compounds that modulate anemia and Celgene is not contractually obligated to exercise the option. As a result, the Company is at risk as to whether Celgene will exercise the option. | As a result of the material modifications to the cost sharing obligations, milestone payments structure and royalty payment structure, the Company concluded the modification represented a significant modification under ASU 2009-13, which required the Company to apply the updated provisions of ASU 2009-13 subsequent to the modification. | |
All of these deliverables identified in the arrangement were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in making this determination included, among other things, the subject of the licenses, the nature of the research and development services, and the capabilities of Celgene. | Because the ACE-536 Agreement and the amendment to the Sotatercept Agreement were negotiated in contemplation of each other, and the Company had not yet completed all of its obligations pursuant to the Sotatercept Agreement, the agreements were considered one arrangement for accounting purposes. The deliverables under the combined arrangement include: (1) licenses to develop and commercialize sotatercept and ACE-536, (2) performance of research and development services, (3) participation on the joint development committees, and (4) the performance of manufacturing services to provide clinical material to Celgene. The Company has determined the option to future products related to the treatment of anemia represents a substantive option. The Company is under no obligation to discover, develop or deliver any new compounds that modulate anemia and Celgene is not contractually obligated to exercise the option. As a result, the Company is at risk as to whether Celgene will exercise the option. | |
The total arrangement consideration of $77.7 million under the ACE-536 Agreement and amended Sotatercept Agreement consisted of (1) the $25.0 million up-front payment for the license of ACE-536, (2) the remaining deferred revenue from the Sotatercept Agreement of $34.7 million, and (3) estimated payments for development activities and manufacturing services of $18.0 million. The Company used its BESP for each of the undelivered elements as the Company did not have VSOE or TPE of selling price for each deliverable. The Company's BESP considered its development plan for the compounds, expected manufacturing services, and reimbursement from Celgene (reimbursement of more than half of development expenses through December 31, 2012 and 100% thereafter). The Company determined its BESP for each of the undelivered elements under the arrangements as of the arrangement execution date as follows: | All of these deliverables identified in the arrangement were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in making this determination included, among other things, the subject of the licenses, the nature of the research and development services, and the capabilities of Celgene. | |
The total arrangement consideration of $77.7 million under the ACE-536 Agreement and amended Sotatercept Agreement consisted of (1) the $25.0 million up-front payment for the license of ACE-536, (2) the remaining deferred revenue from the Sotatercept Agreement of $34.7 million, and (3) estimated payments for development activities and manufacturing services of $18.0 million. The Company used its BESP for each of the undelivered elements as the Company did not have VSOE or TPE of selling price for each deliverable. The Company's BESP considered its development plan for the compounds, expected manufacturing services, and reimbursement from Celgene (reimbursement of more than half of development expenses through December 31, 2012 and 100% thereafter). The Company determined its BESP for each of the undelivered elements under the arrangements as of the arrangement execution date as follows: | ||
• | ||
$18.8 million for research and development services | ||
• | ||
• | $18.8 million for research and development services | |
$2.9 million for the sotatercept joint development committee | ||
• | ||
• | $2.9 million for the sotatercept joint development committee | |
$3.7 million for the ACE 536 joint development committee | ||
• | ||
• | $3.7 million for the ACE 536 joint development committee | |
$2.8 million for the manufacturing services | ||
• | ||
After determining BESP of the undelivered elements, the remaining consideration of $49.5 million was recognized upon execution of the arrangements. The difference between the estimated payments of $18.0 million and the estimated selling prices which totaled $28.2 million, using BESP, for undelivered elements was $10.2 million. This amount was deferred at inception and will be recognized as the undelivered elements are delivered, using the proportional performance method, or ratably in the case of performance on the Joint Development Committee. | $2.8 million for the manufacturing services | |
As noted above, the total arrangement consideration includes estimated payments for development activities and manufacturing services identified at the outset of the ACE-536 Agreement and amended Sotatercept Agreement. At the end of each reporting period, the Company reassesses the estimated payments to be received related to these services and the BESP of the undelivered elements based upon the Company's current estimates. The Company accounts for such changes as a change in accounting estimate and the cumulative impact of any change is reflected in the period of change. | After determining BESP of the undelivered elements, the remaining consideration of $49.5 million was recognized upon execution of the arrangements. The difference between the estimated payments of $18.0 million and the estimated selling prices which totaled $28.2 million, using BESP, for undelivered elements was $10.2 million. This amount was deferred at inception and will be recognized as the undelivered elements are delivered, using the proportional performance method, or ratably in the case of performance on the Joint Development Committee. | |
During 2011, the Company achieved a $7.5 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient in a multiple-dose clinical trial. The Company evaluated the milestone and determined that it was not substantive, as there was no significant uncertainty to achieving the milestone upon execution of the ACE-536 Agreement. As such, the Company allocated the $7.5 million payment based on the allocation of arrangement consideration determined at the execution date of the ACE-536 Agreement and amended Sotatercept Agreement. Based on this allocation, the Company recognized $4.8 million of the payment upon achievement, with the remaining $2.7 million recognized as revenue as the undelivered elements are delivered, consistent with the treatment of the up-front payment. During January 2013, the Company achieved a $10.0 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient for a Phase 2 clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, recognized the $10.0 million payment in revenue during the nine months ended September 30, 2013. The remaining development milestones under the ACE-536 and Sotatercept Agreements were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when such milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company recognized $0.6 million, $0.5 million, $1.7 million and $1.5 million, respectively, of the total deferred revenue as license and milestone revenue in the accompanying statements of operations and comprehensive loss. | During 2011, the Company achieved a $7.5 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient in a multiple-dose clinical trial. The Company evaluated the milestone and determined that it was not substantive, as there was no significant uncertainty to achieving the milestone upon execution of the ACE-536 Agreement. As such, the Company allocated the $7.5 million payment based on the allocation of arrangement consideration determined at the execution date of the ACE-536 Agreement and amended Sotatercept Agreement. Based on this allocation, the Company recognized $4.8 million of the payment upon achievement, with the remaining $2.7 million recognized as revenue as the undelivered elements are delivered, consistent with the treatment of the up-front payment. During 2011, the Company achieved a $7.0 million clinical milestone under its Sotatercept Agreement, related to the dosing of the first patient for a Phase 2b clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, recognized the $7.0 million payment in revenue during the year ended in December 31, 2011. During January 2013, the Company achieved a $10.0 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient for a Phase 2 clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17. The remaining development milestones under the ACE-536 and Sotatercept Agreements were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when such milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. During the years ended December 31, 2011 and 2012, the Company recognized $54.8 million and $2.0 million, respectively, of the total deferred revenue as license and milestone revenue in the accompanying statements of operations and comprehensive income (loss). | |
Pursuant to the terms of the agreement, Celgene and the Company share development costs, with Celgene responsible for substantially more than half of the costs for sotatercept and ACE-536 until December 31, 2012 and 100% of the costs from January 1, 2013 and thereafter. Payments from Celgene with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Celgene for research and development costs incurred by Celgene are recorded as a reduction to cost-sharing revenue. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012 the Company recorded net cost-sharing revenue of $3.6 million, $0.8 million, $9.0 million and $2.1 million, respectively, which includes payments to Celgene of, zero, $0.6 million, zero and $1.9 million, respectively, which were recorded as contra-revenue. | Pursuant to the terms of the agreement, Celgene and the Company share development costs, with Celgene responsible for substantially more than half of the costs for sotatercept and ACE-536 until December 31, 2012 and 100% of the costs from January 1, 2013 and thereafter. Payments from Celgene with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Celgene for research and development costs incurred by Celgene are recorded as a reduction to cost-sharing revenue. During the years ended December 31, 2011 and 2012 the Company recorded net cost-sharing revenue of $(0.1) million and $2.9 million, respectively, which includes payments to Celgene of $2.8 million and $2.8 million, respectively which were recorded as contra-revenue. | |
Other Agreements | Other Agreements | |
Shire License | Shire License | |
In September 2010, the Company entered into a license and collaboration agreement granting Shire AG the exclusive right to develop, manufacture and commercialize ActRIIB compounds in territories outside North America. Shire also received the right to conduct research and manufacture commercial supplies in North America for ActRIIB compounds. The lead ActRIIB compound was designated ACE-031. Under the initial development plan, the companies share the costs associated with developing and commercializing ACE-031, in Duchenne Muscular Dystrophy. In September 2010, Shire made a nonrefundable, up-front license payment to the Company of $45.0 million. In accordance with the Company's revenue recognition policy prior to the adoption of ASU 2009-13, the up-front license payment of $45.0 million was deferred, and will be recognized as revenue ratably over three years, which represented the original period over which the Company expected to perform and deliver research and development and manufacturing services. On February 8, 2011, the FDA placed ACE-031 on clinical hold. The Company re-assessed the duration of its deliverables under the license agreement and estimated the new term to be approximately five years. The adjustment was treated as a change in accounting estimate with the remaining deferred revenue of $38.8 million at February 8, 2011, recognized prospectively over the new period of research and development and manufacturing services. In April 2013, the Company and Shire determined not to further pursue development of ACE-031 and Shire sent the Company a notice of termination for the ACE-031 collaboration. The collaboration terminated effective June 30, 2013. At December 31, 2012, the Company had classified the remaining deferred revenue as current in the balance sheet. Upon the effectiveness of the termination of the Shire Agreement in the second quarter of 2013, the Company accelerated the recognition of $22.4 million of remaining deferred revenue from upfront non-refundable payments received under the Shire Agreement as it had no further obligation for deliverables under the Shire Agreement. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company recognized zero, $1.9 million, $24.3 million and $5.7 million, respectively of the up-front, non-refundable payments as license and milestone revenue in the accompanying statements of operations and comprehensive loss. | In September 2010, the Company entered into a license and collaboration agreement granting Shire AG the exclusive right to develop, manufacture and commercialize ActRIIB compounds in territories outside North America. Shire also received the right to conduct research and manufacture commercial supplies in North America for ActRIIB compounds. The lead ActRIIB compound was designated ACE-031. Under the initial development plan, the companies share the costs associated with developing and commercializing ACE-031, in Duchenne Muscular Dystrophy. In September 2010, Shire | |
The agreement also included contingent milestone payments, based on the achievement of development milestones totaling $223.8 million and commercial milestones of $228.8 million for ActRIIB compounds. The milestones under the Shire Agreement were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company recognized payments related to the achievement of such milestones, if any, when such milestone was achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. | made a nonrefundable, up-front license payment to the Company of $45.0 million. In accordance with the Company's revenue recognition policy prior to the adoption of ASU 2009-13, the up-front license payment of $45.0 million was deferred, and will be recognized as revenue ratably over three years, which represented the original period over which the Company expected to perform and deliver research and development and manufacturing services. On February 8, 2011, the FDA placed ACE-031 on clinical hold. The Company re-assessed the duration of its deliverables under the license agreement and estimated the new term to be approximately five years. The adjustment was treated as a change in accounting estimate with the remaining deferred revenue of $38.8 million at February 8, 2011, recognized prospectively over the new period of research and development and manufacturing services. In April 2013, the Company and Shire determined not to further pursue development of ACE-031 and Shire sent the Company a notice of termination for the ACE-031 collaboration. The collaboration terminated effective June 30, 2013. At December 31, 2012, the Company had classified the remaining deferred revenue as current in the balance sheet. Upon the effectiveness of the termination of the Shire Agreement in the second quarter of 2013, the Company accelerated the recognition of $22.4 million of remaining deferred revenue from upfront non-refundable payments received under the Shire Agreement as it had no further obligation for deliverables under the Shire Agreement. During the years ended December 31, 2011 and 2012, the Company recognized $8.4 million and $7.7 million, respectively, of the up-front, non-refundable payments as license and milestone revenue in the accompanying statements of operations and comprehensive income (loss). | |
Pursuant to the terms of the agreement, Shire and the Company shared development costs, with Shire responsible for 65% of the costs for ACE-031 and 55% of the costs for licensed compounds other than ACE-031. Payments from Shire with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Shire for research and development costs incurred by Shire are recorded as a reduction to cost-sharing revenue. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company recorded net cost-sharing revenue of zero, $0.6 million, $0.6 million, and $1.9 million, respectively, which includes payments to Shire of zero, $0.2 million, $0.2 million, and $0.6 million, respectively, which are recorded as contra-revenue in the accompanying statements of operations and comprehensive loss. | The agreement also included contingent milestone payments, based on the achievement of development milestones totaling $223.8 million and commercial milestones of $228.8 million for ActRIIB compounds. The milestones under the Shire Agreement were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company recognized payments related to the achievement of such milestones, if any, when such milestone was achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. | |
Other | Pursuant to the terms of the agreement, Shire and the Company shared development costs, with Shire responsible for 65% of the costs for ACE-031 and 55% of the costs for licensed compounds other than ACE-031. Payments from Shire with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Shire for research and development costs incurred by Shire are recorded as a reduction to cost-sharing revenue. During the years ended December 31, 2011 and 2012, the Company recorded net cost-sharing revenue of $4.1 million and $2.7 million, respectively, which includes payments to Shire of $2.0 million and $0.7 million, respectively, which are recorded as contra-revenue in the accompanying statements of operations and comprehensive income (loss). | |
The Company entered into a license agreement with a non-profit institution for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the institution (Primary Licensed Products). In addition, the Company was granted a non-exclusive, non-sub- licensable license for Secondary Licensed Products. As compensation for the licenses, the Company issued 62,500 shares of its common stock to the institution, the fair value of which was $25,000, and was expensed during 2004, to research and development expense. The Company also agreed to pay specified development milestone payments totaling up to $2.0 million for sotatercept and $0.7 million for ACE-536. In addition, the Company is obligated to pay milestone fees based on the Company's research and development progress, and U.S. sublicensing revenue ranging from 10%-25%, as well as a royalty ranging from 1.0%-3.5% of net sales on any products developed under the licenses. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company paid and expensed milestones and fees defined under the agreement totaling $50,000, zero, $50,000, and zero respectively. | Alkermes License | |
The Company entered into another license agreement with certain individuals for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the individuals. The Company agreed to pay specified development and sales milestone payments aggregating up to $1.0 million relating to the development and commercialization of dalantercept. In addition, the Company is required to pay royalties in the low single-digits on worldwide net product sales of dalantercept, with royalty obligations continuing at a 50% reduced rate for a period of time after patent expiration. If the Company sublicenses its patent rights, the Company will owe a percentage of sublicensing revenue, excluding payments based on the level of sales, profits or other levels of commercialization. During the nine months ended September 30, 2013 and 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | In December 2009, the Company entered into a Collaboration and License Agreement with Alkermes Plc. (Alkermes) relating to a proprietary technology platform for extending the circulating half-life of certain proteins. Under the terms of the agreement, Alkermes paid the Company an up-front cash payment of $2.0 million in December 2009, which was deferred and recognized as license revenue ratably over the estimated research and development term. In addition, Alkermes purchased | |
During 2012, the Company executed a license agreement with a research institution for an exclusive, sublicensable, worldwide, royalty-bearing license. The Company is obligated to pay development milestones and commercial milestone fees totaling up to $1.0 million. Under the agreement, if the Company uses the inventors in the clinical research, the development milestones are waived and commercial milestones shall change to $0.8 million plus any waived milestones. The Company will also pay $25,000 annually upon first commercial sale as well as royalties of 1.5% of net sales on any products developed under the patents. During the nine months ended September 30, 2013 and 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | 636,942 shares of Series D-1 Preferred Stock at a per share price of $12.56, resulting in gross proceeds to the Company of $8.0 million. The Company determined that the price of $12.56 paid by Alkermes included a premium of $2.32 per share over the fair value of the Series D-1 Preferred Stock of $10.24 as calculated by the Company in its contemporaneous stock valuation. Accordingly, the Company has recognized the premium of $1.5 million as additional license revenue on a straight-line basis over the term discussed above. In October 2011, Alkermes discontinued development of the compounds being investigated under the license agreement, and as a result, the Company recognized the remaining $2.4 million of the up-front payment as revenue, as it had no further obligations under the arrangement, though the license continues. | |
As the principal in the collaboration, Acceleron recognized cost-sharing revenue for reimbursement payments from Alkermes. During the year ended December 31, 2011, the Company recognized net cost-sharing revenue of $0.7 million. No amounts were recognized in subsequent periods. | ||
ImmunoGen Services Agreement | ||
In October 2010, the Company entered into a Biopharmaceutical Services Agreement with ImmunoGen, Inc. Acceleron agreed to develop and manufacture an ImmunoGen product. The Company determined the arrangement should be accounted for as a service arrangement, using the proportional performance method. Accordingly, the Company recognized revenue as the underlying performance criteria were met. The costs associated with the services were charged to operations as incurred. As of December 31, 2011, the work was completed, and the Company recorded revenue of $1.7 million for the year ended December 31, 2011. | ||
Other | ||
The Company entered into a license agreement with a non-profit institution for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the institution (Primary Licensed Products). In addition, the Company was granted a non-exclusive, non-sub-licensable license for Secondary Licensed Products. As compensation for the licenses, the Company issued 250,000 shares of its common stock to the institution, the fair value of which was $25,000, and was expensed during 2004, to research and development expense. The Company also agreed to pay specified development milestone payments totaling up to $2.0 million for sotatercept and $0.7 million for ACE-536. In addition, the Company is obligated to pay milestone fees based on the Company's research and development progress, and U.S. sublicensing revenue ranging from 10%-25%, as well as a royalty ranging from 1.0%-3.5% of net sales on any products developed under the licenses. During 2011 and 2012, the Company paid and expensed milestones and fees defined under the agreement totaling $0.1 million and zero, respectively. The Company also paid $0.5 million and zero in 2011 and 2012, respectively, based on the receipt of U.S. sublicensing revenue, which is recorded as research and development expense. | ||
The Company entered into another license agreement with certain individuals for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the individuals. The Company agreed to pay specified development and sales milestone payments aggregating up to $1.0 million relating to the development and commercialization of dalantercept. In addition, the Company is required to pay royalties in the low single-digits on worldwide net product sales of dalantercept, with royalty obligations continuing at a 50% reduced rate for a period of time after patent expiration. If the Company sublicenses its patent rights, the Company will owe a percentage of | ||
sublicensing revenue, excluding payments based on the level of sales, profits or other levels of commercialization. During the years ended December 31, 2011 and 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | ||
During 2012, the Company executed a license agreement with a research institution for an exclusive, sublicensable, worldwide, royalty-bearing license. The Company is obligated to pay development milestones and commercial milestone fees totaling up to $1.0 million. Under the agreement, if the Company uses the inventors in the clinical research, the development milestones are waived and commercial milestones shall change to $0.8 million plus any waived milestones. The Company will also pay $25,000 annually upon first commercial sale as well as royalties of 1.5% of net sales on any products developed under the patents. During the year ended December 31, 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | ||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
15. Stock-Based Compensation | 11. Stock-Based Compensation | |||||||||||||||||||||||||||
At September 30, 2013, the Company had two stock-based compensations plans, which are more fully described below. | The Company's 2003 Stock Option and Restricted Stock Plan (the 2003 Plan) provides for the issuance of stock options, restricted stock awards, and restricted stock to employees, officers, directors, consultants, and key personnel of the Company as determined by the Board. As of December 31, 2012, the total number of shares of common stock which may be issued under the 2003 Plan was 4,937,500. The number of options available for future grant was 119,542 at December 31, 2012. This number can be increased by the Board, subject to the approval of the shareholders | |||||||||||||||||||||||||||
The Company's 2003 Stock Option and Restricted Stock Plan (the 2003 Plan) provides for the issuance of stock options, restricted stock awards, and restricted stock to employees, officers, directors, consultants, and key personnel of the Company as determined by the Board. In conjunction with the effectiveness of the 2013 Equity Incentive Plan (the 2013 Plan) described below, the Company determined that no further stock options or other equity-based awards may be granted under the 2003 Plan. | The Company has not granted unrestricted stock awards under the 2003 Plan since its inception. Stock options carry an exercise price equal to the estimated fair value of the Company's common stock on the date of grant. Options generally expire ten years following the date of grant. Stock options and restricted stock awards typically vest over four years, but vesting provisions can vary based on the discretion of the Board. | |||||||||||||||||||||||||||
On September 4, 2013, the Company adopted the 2013 Plan. The Company has reserved for issuance an aggregate of 1,500,000 shares of common stock under the 2013 Plan, which is comprised of (i) the remaining 155,884 shares reserved for issuance under the 2003 Plan and (ii) an additional 1,344,116 shares. The 2013 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by the lesser of (i) 3,150,000 shares, or (ii) 4% of the outstanding number of shares of the Company's common stock on the immediately preceding December 31st. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company's capitalization. No grants were made under the 2013 Plan as of September 30, 2013, and 1,500,000 shares were available for issuance under the 2013 Plan as of September 30, 2013. | Shares of the Company's common stock underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of shares of the Company's common stock, or otherwise terminated other than by exercise will be added back to the shares of common stock available for issuance under the 2003 Plan. Shares available for issuance under the 2003 Plan may be authorized but unissued shares of the Company's common stock or shares of the Company's common stock that have been reacquired by the Company. | |||||||||||||||||||||||||||
The Company has not granted unrestricted stock awards under the 2003 Plan and the 2013 Plan since its inception. Stock options carry an exercise price equal to the estimated fair value of the Company's common stock on the date of grant. Options generally expire ten years following the date of grant. Stock options and restricted stock awards typically vest over four years, but vesting provisions can vary based on the discretion of the Board. | During 2010, the Company modified the awards of three employees that left the Company. The modifications all related to the term of vested options post termination. The changes ranged from 3.5 years to the remaining life of the option. Awards were reviewed under ASC 718, and the fair value of the unvested options that were modified will be re-measured and the expense adjusted at each reporting period. During the years ended December 31, 2011 and 2012, non-employee stock compensation expense of $0.2 million and $36,000 respectively, was recorded. | |||||||||||||||||||||||||||
Shares of the Company's common stock underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of shares of the Company's common stock, or otherwise terminated other than by exercise will be added back to the shares of common stock available for issuance under the 2013 Plan. Shares available for issuance under the 2013 Plan may be authorized but unissued shares of the Company's common stock or shares of the Company's common stock that have been reacquired by the Company. | The Company recognized stock-based compensation expense totaling $1.4 million and $1.2 million, during the years ended December 31, 2011 and 2012, respectively. | |||||||||||||||||||||||||||
Additionally, on September 4, 2013, the company adopted the 2013 Employee Stock Purchase Plan (the 2013 ESPP). Under the 2013 ESPP, 275,000 shares of the Company's common stock will be available for issuance and eligible employees of the Company may purchase shares of common stock during pre-specified purchase periods at a price equal to the lesser of 85% of the fair market value of a share of its common stock at the beginning of the purchase period or 85% of the fair market value of a share of its common stock at the end of the purchase period. As of September 30, 2013, the initial purchase period under the 2013 ESPP has not yet commenced. | Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | |||||||||||||||||||||||||||
The Company recognized stock-based compensation expense totaling $0.5 million, $0.3 million, $1.4 million and $0.9 million during the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||
Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | December 31, | |||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||
Research and development | $ | 686 | $ | 514 | ||||||||||||||||||||||||
Three Months | Nine Months | General and administrative | 741 | 692 | ||||||||||||||||||||||||
Ended | Ended | |||||||||||||||||||||||||||
September 30, | September 30, | $ | 1,427 | $ | 1,206 | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Research and development | $ | 149 | $ | 137 | $ | 460 | $ | 374 | ||||||||||||||||||||
General and administrative | 344 | 196 | 981 | 487 | The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | |||||||||||||||||||||||
$ | 493 | $ | 332 | $ | 1,441 | $ | 861 | |||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | 2011 | 2012 | ||||||||||||||||||||||||||
Expected volatility | 66 | % | 69 | % | ||||||||||||||||||||||||
Expected term (in years) | 6 | 6 | ||||||||||||||||||||||||||
Three Months | Nine Months | Risk-free interest rate | 1.1 | % | 0.9 | % | ||||||||||||||||||||||
Ended | Ended | Expected dividend yield | — | % | — | % | ||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Fair Value of Underlying Instrument | ||||||||||||||||||||||||
Expected volatility | — | % | 66.9 | % | 70.3 | % | 66.9 | % | ||||||||||||||||||||
Expected term (in years) | — | 6 | 6 | 6 | The Company estimates the fair value of its stock-based awards to employees using the Black-Scholes option pricing model. | |||||||||||||||||||||||
Risk-free interest rate | — | % | 0.9 | % | 1.4 | % | 0.9 | % | ||||||||||||||||||||
Expected dividend yield | — | % | — | % | — | % | — | % | Expected Volatility | |||||||||||||||||||
Fair Value of Underlying Instrument | The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. | |||||||||||||||||||||||||||
The Company estimates the fair value of its stock-based awards to employees using the Black-Scholes option pricing model. | Expected Term | |||||||||||||||||||||||||||
Expected Volatility | The Company estimates the expected life of its employee stock options using the "simplified" method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. | |||||||||||||||||||||||||||
The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. | Risk-Free Interest Rate | |||||||||||||||||||||||||||
Expected Term | The Company estimated the risk-free interest rate in reference to the yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. A decrease in the selected risk-free rate would decrease the fair value of the underlying instrument. | |||||||||||||||||||||||||||
The Company estimates the expected life of its employee stock options using the "simplified" method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. | Expected Dividend Yield | |||||||||||||||||||||||||||
Risk-Free Interest Rate | The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | |||||||||||||||||||||||||||
The Company estimated the risk-free interest rate in reference to the yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. A decrease in the selected risk-free rate would decrease the fair value of the underlying instrument. | Stock Options | |||||||||||||||||||||||||||
Expected Dividend Yield | The following table summarizes the stock option activity under the 2003 Plan during the year ended December 31, 2012 (in thousands): | |||||||||||||||||||||||||||
The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | ||||||||||||||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||||||||||||||||||
Stock Options | of Grants | Average | Average | Intrinsic | ||||||||||||||||||||||||
Exercise | Contractual | Value(1) | ||||||||||||||||||||||||||
The following table summarizes the stock option activity for all stock option plans during the nine months ended September 30, 2013 (in thousands): | Price | Life (in years) | ||||||||||||||||||||||||||
Per Share | ||||||||||||||||||||||||||||
Outstanding at December 31, 2011 | 3,151 | $ | 3.76 | 6.88 | $ | 4,968 | ||||||||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | Granted | 722 | $ | 5.76 | |||||||||||||||||||||
of Grants | Average | Average | Intrinsic | Exercised | (39 | ) | $ | 4.04 | ||||||||||||||||||||
Exercise | Contractual | Value(1) | Canceled or forfeited | (104 | ) | $ | 4.32 | |||||||||||||||||||||
Price | Life (in years) | |||||||||||||||||||||||||||
Per Share | Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | $ | 13,946 | |||||||||||||||||||||
Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | ||||||||||||||||||||||||
Granted | 9 | $ | 9.64 | Exercisable at December 31, 2012 | 2,379 | $ | 3.56 | 5.32 | $ | 10,250 | ||||||||||||||||||
Exercised | (38 | ) | $ | 1.34 | ||||||||||||||||||||||||
Canceled or forfeited | (45 | ) | $ | 4.31 | Vested and expected to vest at December 31, 2012(2) | 3,637 | $ | 4.12 | 6.55 | $ | 13,722 | |||||||||||||||||
Outstanding at September 30, 2013 | 3,656 | $ | 4.18 | 6 | $ | 65,987 | ||||||||||||||||||||||
Exercisable at September 30, 2013 | 2,665 | $ | 3.78 | 5.12 | $ | 49,173 | -1 | |||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2011 and 2012. | ||||||||||||||||||||||||||||
Vested and expected to vest at September 30, 2013(2) | 3,604 | $ | 4.16 | 5.96 | $ | 65,113 | ||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||
This represents the number of vested options at December 31, 2012, plus the number of unvested options expected to vest at December 31, 2012, based on the unvested options outstanding at December 31, 2012, adjusted for the estimated forfeiture rate. | ||||||||||||||||||||||||||||
-1 | During the years ended December 31, 2011 and 2012, the Company granted stock options to purchase an aggregate of 334,175 and 722,000, shares of its common stock, respectively, with a weighted-average grant date fair value of options granted of $5.12 and $7.20, respectively. | |||||||||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at September 30, 2013. | ||||||||||||||||||||||||||||
During the years ended December 31, 2011 and 2012, current and former employees of the Company exercised a total of 94,748 and 38,697, options, respectively, resulting in total proceeds of $0.2 million and $0.2 million, respectively. | ||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||
This represents the number of vested options at September 30, 2013, plus the number of unvested options expected to vest at September 30, 2013, based on the unvested options outstanding at September 30, 2013, adjusted for the estimated forfeiture rate. | The aggregate intrinsic value of options exercised during the year ended December 31, 2012, was $47,000. | |||||||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company granted stock options to purchase an aggregate of 8,750 shares of its common stock, with a weighted-average grant date fair value of options granted of $9.64. | As of December 31, 2012, there was $4.4 million of unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.9 years. | |||||||||||||||||||||||||||
During the nine months ended September 30, 2013, current and former employees of the Company exercised a total of 37,532 options, resulting in total proceeds of $50,000. | ||||||||||||||||||||||||||||
The aggregate intrinsic value of options exercised during the nine months ended September 30, 2013 was $306,000. | ||||||||||||||||||||||||||||
As of September 30, 2013, there was $3.3 million of unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.2 years. | ||||||||||||||||||||||||||||
401k_Savings_Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2012 | |
401(k) Savings Plan | ' |
401(k) Savings Plan | ' |
12. 401(k) Savings Plan | |
In 2004, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the 401(k) Plan). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. The Company has not made any contributions to the 401(k) Plan through December 31, 2012. | |
Income_Taxes
Income Taxes | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||
Income Taxes | ' | ' | |||||||
Income Taxes | ' | ' | |||||||
16. Income Taxes | 13. Income Taxes | ||||||||
The Company provides for income taxes under ASC Topic 740, Accounting for Income Taxes. Under ASC Topic 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | The Company provides for income taxes under ASC 740. Under ASC 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||||||||
For the three and nine months end September 30, 2013 and 2012, the Company did not record a current or deferred income tax expense or benefit. | For the years ended December 31, 2011 and 2012, the Company did not record a current or deferred income tax expense or benefit. | ||||||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of September 30, 2013 and December 31, 2012. | The Company's income (loss) before income taxes was $36.3 million and $(32.6) million for the years ended December 31, 2011 and 2012, respectively, and was generated entirely in the United States. | ||||||||
The Company files income tax returns in the United States, and various state and foreign jurisdictions. The federal, state and foreign income tax returns are generally subject to tax examinations for the tax years ended December 31, 2009 through December 31, 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. | Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company's deferred tax assets are comprised of the following (in thousands): | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2011 | 2012 | ||||||||
Deferred tax assets: | |||||||||
U.S. and state net operating loss carryforwards | $ | 20,016 | $ | 35,584 | |||||
Research and development credits | 5,383 | 5,384 | |||||||
Deferred revenue | 25,690 | 21,882 | |||||||
Accruals and other temporary differences | 5,889 | 5,333 | |||||||
Total deferred tax assets | 56,978 | 68,183 | |||||||
Less valuation allowance | (56,978 | ) | (68,183 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2011 and 2012. The valuation allowance increased by $11.2 million during the year ended December 31, 2012, due primarily to the generation of net operating losses during the period. The valuation allowance decreased by $14.3 million during the year ended December 31, 2011, due primarily to the utilization of net operating losses during the period. | |||||||||
A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2011 | 2012 | ||||||||
Federal income tax expense at statutory rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | 5 | % | 4.2 | % | |||||
Permanent differences | 1.5 | % | (3.4 | )% | |||||
Research and development credit | (1.0 | )% | — | % | |||||
Other | — | % | (0.4 | )% | |||||
Change in valuation allowance | (39.5 | )% | (34.4 | )% | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
As of December 31, 2011 and 2012, the Company had U.S. federal net operating loss carryforwards of $53.6 million and $93.3 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2032. As of December 31, 2011 and 2012, the Company also had U.S. state net operating loss carryforwards of $35.8 million and $75.4 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2032. As a result of the up-front payment pursuant to the Company's collaboration agreement with Celgene, the Company expects that it will use a significant portion of its net operating loss carryforwards in 2011. | |||||||||
As of December 31, 2011 and 2012, the Company had federal research and development tax credit carryforwards of $3.8 million and $3.8 million, respectively, available to reduce future tax liabilities which expire at various dates through 2032. As of December 31, 2011 and 2012, the Company had state research and development tax credit carryforwards of approximately $2.4 million and $2.4 million, respectively, available to reduce future tax liabilities which expire at various dates through 2027. | |||||||||
Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. | |||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2011 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statements of operations and comprehensive income (loss). | |||||||||
For all years through December 31, 2012, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these two years. A full valuation allowance has been provided against the Company's research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. | |||||||||
The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2009 through December 31, 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. | |||||||||
LongTerm_Debt
Long-Term Debt | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Long-Term Debt. | ' | ' | ||||||||
Long-Term Debt | ' | ' | ||||||||
17. Long-Term Debt | 14. Long-Term Debt | |||||||||
On June 7, 2012, the Company entered into a loan and security agreement (the Loan Agreement) with three lenders, pursuant to which the Company received a loan in the aggregate principal amount of $20.0 million. The Company is required to repay the aggregate principal balance under the Loan Agreement in 42 months. The first 12 payments are interest only and the remaining 30 payments are equal monthly installments of principal plus interest. The Loan Agreement provided that the interest only period could be extended under certain circumstances. The Company did not trigger the requirements and began paying principal in July 2013. | On June 26, 2009, the Company entered into a Senior Loan Agreement (the 2009 Senior Loan Agreement) with three lenders that provides for a total funding commitment of $10.0 million. The Company was required to make payments over 36 months, the first 6 payments of which were interest only, and the principal balance plus accrued interest was payable over the remaining 30 months. Interest accrued at 12.70% per annum. The Company was not subject to any financial covenants under this arrangement. The 2009 Senior Loan Agreement was secured by substantially all of the assets of the Company other than intellectual property and certain permanent capital improvements to the leased facilities. In accordance with the 2009 Senior Loan Agreement, the Company issued warrants to purchase 45,786 shares of Series C-1 Preferred Stock with a fair value at issuance of $0.3 million. The fair value of the warrants, which was determined using the Black-Scholes option pricing model on the date of issue was treated as a discount to the debt and accreted to interest expense using the effective interest method. As of December 31, 2011 and 2012, the outstanding balance under the 2009 Senior Loan Agreement was $2.3 million and zero, respectively. | |||||||||
Per annum interest is payable at the 8.5%. The Loan Agreement also included a closing fee of $0.2 million. The Company is amortizing the cost over the 42 months of loan. The Loan Agreement is also subject to an additional deferred payment of $1.2 million due with the final payment. The Company is recording the deferred payment to interest expense over the term of the Loan Agreement. The resulting effective interest rate is approximately 11.8%. The company is not subject to any financial covenants and the Loan Agreement is secured by a lien on all of the Company's personal property as of, or acquired after, the date of the Loan Agreement, except for intellectual property. | On March 18, 2010, the Company entered into a loan modification agreement (the 2010 Loan Modification Agreement) with the same three lenders as the 2009 Senior Loan Agreement. The 2010 Loan Modification Agreement provides for an additional funding commitment of $10.0 million. As of December 31, 2011 and 2012, the outstanding balance under the 2010 Loan Modification Agreement was $3.2 million and zero, respectively. The Company was required to make payments over 27 months, the first 3 payments of which were interest only, and the principal balance plus accrued interest was payable over the remaining 24 months. Interest accrued at 15.00% per annum. The Company was not subject to any financial covenants under this arrangement. The 2010 Loan Modification Agreement was secured by substantially all of the assets of the Company other than intellectual property and certain permanent capital improvements to the leased facilities. In accordance with the 2010 Loan Modification Agreement, the Company issued warrants to purchase 63,693 shares of Series D-1 Preferred Stock with a fair value at issuance of $0.5 million. The fair value of the warrants, which was determined using the Black-Scholes option pricing model, on the date of issue was treated as a discount to the debt and accreted to interest expense using the effective interest method. | |||||||||
The Loan Agreement defines events of default, including the occurrence of an event that results in a material adverse effect upon the Company's business operations, properties, assets or condition (financial or otherwise), its ability to perform its obligations under and in accordance with the terms of the Loan Agreement, or upon the ability of the lenders to enforce any of their rights or remedies with respect to such obligations, or upon the collateral under the Loan Agreement or upon the liens of the lenders on such collateral or upon the priority of such liens. As of September 30, 2013 and December 31, 2012, there have been no events of default under the loan. As of September 30, 2013 and December 31, 2012, the principal balance outstanding was $18.2 million and $20.0 million, respectively. | On June 7, 2012, the Company entered into a loan and security agreement (the Loan Agreement) with the same three lenders, pursuant to which the Company received a loan in the aggregate principal amount of $20.0 million. The Company is required to repay the aggregate principal balance under the Loan Agreement in 42 months. The first 12 payments are interest only and the remaining 30 payments are equal monthly installments of principal plus interest. The Loan Agreement provided that the interest only period could be extended under certain circumstances. The Company did not trigger the requirements and will begin paying principal in July 2013. | |||||||||
The roll-forward of the notes payable balance during the nine months ending September 30, 2013, was as follows (in thousands): | Per annum interest is payable at the 8.5%. The Loan Agreement also included a closing fee of $0.2 million. The Company is amortizing the cost over the 42 months of loan. The Loan Agreement is also subject to an additional deferred payment of $1.2 million due with the final payment. The Company is recording the deferred payment to interest expense over the term of the Loan Agreement. The resulting effective interest rate is approximately 11.8%. The company is not subject to any financial covenants and the Loan Agreement is secured by a lien on all of the Company's personal property as of, or acquired after, the date of the Loan Agreement, except for intellectual property. | |||||||||
The Loan Agreement defines events of default, including the occurrence of an event that results in a material adverse effect upon the Company's business operations, properties, assets or condition (financial or otherwise), its ability to perform its obligations under and in accordance with the terms of the Loan Agreement, or upon the ability of the lenders to enforce any of their rights or remedies with respect to such obligations, or upon the collateral under the Loan Agreement or upon the liens of the lenders on such collateral or upon the priority of such liens. The lenders also received a right, to purchase at fair value, up to $2.0 million of equity of the Company sold in any sale by the Company to third parties of equity securities resulting in at least $5.0 million in net cash proceeds to the Company, subject to certain exceptions. As of December 31, 2012, there have been no events of default under the loan. As of December 31, 2012, the principal balance outstanding was $20.0 million. | ||||||||||
Total notes payable (current and long -term portions) balance as of December 31, 2012 | $ | 20,193 | ||||||||
Interest accrued | 257 | At December 31, 2012, future minimum payments related to long-term debt were as follows (in thousands): | ||||||||
Repayment of long-term debt | (1,815 | ) | ||||||||
18,635 | Year ending December 31: | |||||||||
Less current portion | (7,656 | ) | 2013 | $ | 5,304 | |||||
2014 | 8,908 | |||||||||
Noncurrent financing obligations as of September 30, 2013 | $ | 10,979 | 2015 | 10,108 | ||||||
Less amounts representing interest | (3,120 | ) | ||||||||
Less Deferred Fee | (1,200 | ) | ||||||||
Future minimum principal payments | 20,000 | |||||||||
Less current portion | 3,668 | |||||||||
Noncurrent financing obligations | $ | 16,332 | ||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Related Party Transactions | ' | ' | ||||||||||||||||||||
Related Party Transactions | ' | ' | ||||||||||||||||||||
18. Related Party Transactions | 15. Related Party Transactions | |||||||||||||||||||||
Celgene Corporation (Celgene) | Celgene Corporation (Celgene) | |||||||||||||||||||||
In connection with its entry into the collaboration agreement with Celgene, on February 2008, the Company sold Celgene 457,875 shares of its Series C-1 Preferred Stock. As part of the Company's June 2010 Series E financing, Celgene purchased 36,496 shares of Series E Preferred Stock and received warrants to purchase 38,979 shares of common stock. As part of the Company's December 2011 Series F financing, Celgene purchased 1,990,446 shares of Series F Preferred Stock. In connection with the Company's September 2013 initial public offering, Celgene purchased 666,667 shares of common stock. As a result of these transactions, Celgene owned 9.8% and 9.9% of the Company's fully diluted equity as of September 30, 2013 and December 31, 2012, respectively. Refer to Note 14 for additional information regarding this collaboration agreement. | In connection with its entry into the collaboration agreement with Celgene, on February 2008, the Company sold Celgene 457,875 shares of its Series C-1 Preferred Stock. As part of the Company's June 2010 Series E financing, Celgene purchased 36,496 shares of Series E Preferred Stock and received warrants to purchase 38,979 shares of common stock. As part of the Company's December 2011 Series F financing, Celgene purchased 1,990,446 shares of Series F Preferred Stock. As a result of these transactions, Celgene owned 9.9% of the Company's fully diluted equity as of December 31, 2012. Refer to Note 10 for additional information regarding this collaboration agreement. | |||||||||||||||||||||
During the nine months ended September 30, 2013, the Company recognized $20.8 million in collaboration revenue under the Celgene collaboration arrangement and, as of September 30, 2013, had $8.6 million of deferred revenue related to the Celgene collaboration arrangement. | During the year ended December 31, 2012, the Company recognized $4.9 million in collaboration revenue under the Celgene collaboration arrangement and, as of December 31, 2012, had $10.3 million of deferred revenue related to the Celgene collaboration arrangement. | |||||||||||||||||||||
The Company recognized revenue from Celgene during the three and nine months ended September 30, 2013 and 2012 as follows (in thousands): | The Company recognized revenue from Celgene during the years ended December 31, 2011 and 2012 as follows (in thousands): | |||||||||||||||||||||
Three Months | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||
Ended | September 30, | 2011 | 2012 | |||||||||||||||||||
September 30, | License and milestone | $ | 63,607 | $ | 2,035 | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | Cost sharing, net | (121 | ) | 2,879 | |||||||||||||||
License and milestone | $ | 638 | $ | 535 | $ | 11,722 | $ | 1,491 | ||||||||||||||
Cost sharing, net | 3,632 | 846 | 9,041 | 2,106 | $ | 63,486 | $ | 4,914 | ||||||||||||||
$ | 4,270 | $ | 1,381 | $ | 20,763 | $ | 3,597 | |||||||||||||||
Alkermes | ||||||||||||||||||||||
Alkermes | One of the Company's directors is also the Chairman, President, and Chief Executive Officer of Alkermes plc, the parent company of Alkermes, with which the Company entered into a collaboration agreement during 2009. | |||||||||||||||||||||
One of the Company's directors is also the Chairman, President, and Chief Executive Officer of Alkermes plc, the parent company of Alkermes, with which the Company entered into a collaboration agreement during 2009. | As of December 31, 2012, Alkermes held 695,250 shares of the Company's Preferred Stock and warrants to purchase 42,624 shares of common stock. For the year ended December 31, 2011, Alkermes paid the Company $0.7 million for research services. No such fees were paid to the Company during 2012. | |||||||||||||||||||||
As of December 31, 2012, Alkermes held 695,250 shares of the Company's Preferred Stock and warrants to purchase 42,624 shares of common stock. Upon the closing of the IPO on September 24, 2013, all of the shares of the Company's preferred stock held by Alkermes were converted into 718,655 shares of common stock. No research fees were paid to the Company during 2012 or 2013. | Related-Party Receivable | |||||||||||||||||||||
Related-Party Receivable | On January 28, 2008, the Company issued a secured promissory note (the Note Receivable) in the amount of $0.2 million to the current chief executive officer of the Company (the CEO). The Note Receivable bears interest at an annual interest rate of 3.11% and was initially repayable on the earlier of January 28, 2011, or the date prior to the date that the Company files a registration statement with the SEC, covering shares of its common stock. The Note Receivable is secured by shares of the Company's common stock owned by the CEO. On December 22, 2010, the term was extended until January 28, 2014, or the date prior to the date that the Company files a registration statement with the SEC covering shares of its common stock. | |||||||||||||||||||||
On January 28, 2008, the Company issued a secured promissory note (the Note Receivable) in the amount of $0.2 million to the current chief executive officer of the Company (the CEO). The Note Receivable bears interest at an annual interest rate of 3.11% and was initially repayable on the earlier of January 28, 2011, or the date prior to the date that the Company files a registration statement with the SEC, covering shares of its common stock. The Note Receivable was secured by shares of the Company's common stock owned by the CEO. On December 22, 2010, the term was extended until January 28, 2014, or the date prior to the date that the Company files a registration statement with the SEC covering shares of its common stock. | In November 2012, the Company further modified the terms of the Note Receivable, such that in the event that an acquisition event occurs or the company files a registration statement with the SEC on or before the maturity date, the unpaid principal and interest will be forgiven. The Company evaluated the forgiveness provisions and determined that forgiveness was not probable as of December 31, 2012, and as such, continued to record the Note Receivable as an asset at December 31, 2012. As a result of the Company's filing of a registration statement with the SEC on August 6, 2013 which triggered the forgiveness of the Note Receivable, the Company expensed the unpaid principal and interest expense totaling $0.2 million as compensation expense during 2013. | |||||||||||||||||||||
In November 2012, the Company further modified the terms of the Note Receivable, such that in the event that an acquisition event occurs or the company files a registration statement with the SEC on or before the maturity date, the unpaid principal and interest will be forgiven. The Company evaluated the forgiveness provisions and determined that forgiveness was not probable as of December 31, 2012, and as such, continued to record the Note Receivable as an asset at December 31, 2012. As a result of the Company's filing of a registration statement with the SEC on August 6, 2013 which triggered the forgiveness of the Note Receivable, the Company expensed the unpaid principal and interest expense totaling $0.2 million as compensation expense during the nine months ended September 30, 2013. | ||||||||||||||||||||||
Subsequent_Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Subsequent Events | ' | ' |
Subsequent Events | ' | ' |
10. Subsequent Events | 16. Subsequent Events | |
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure. | The Company has completed an evaluation of all subsequent events after the audited balance sheet date of December 31, 2012 through September 5, 2013, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2012, and events which occurred subsequently but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements and except as described below. | |
On September 4, 2013, the Board approved the following actions, which were approved by the stockholders on the same day: | ||
• | ||
A 1-for-4 reverse stock split of the Company's common stock and redeemable convertible preferred stock, which was effective on September 5, 2013. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. | ||
• | ||
The adoption of the 2013 Equity Incentive Plan (the 2013 Plan). The Company has reserved for issuance an aggregate of 1,500,000 shares of common stock under the 2013 Plan which is comprised of (i) the remaining 155,884 shares reserved for issuance under the 2003 Plan and (ii) an additional 1,344,116 shares. The 2013 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by the lesser of (i) 3,150,000 shares, or (ii) 4% of the outstanding number of shares of the Company's common stock on the immediately preceding December 31st. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company's capitalization. | ||
• | ||
The adoption of the 2013 Employee Stock Purchase Plan (the 2013 ESPP). Under the 2013 ESPP, 275,000 shares of the Company's common stock will be available for issuance and eligible employees of the Company may purchase shares of common stock during pre-specified purchase periods at a price equal to the lesser of 85% of the fair market value of a share of its common stock at the beginning of the purchase period or 85% of the fair market value of a share of its common stock at the end of the purchase period. The Board has not determined the date on which the initial purchase period will commence under the 2013 ESPP, although the initial purchase period will not commence prior to the completion of the Company's IPO. | ||
On September 4, 2013, the Board also approved for filing immediately following the effectiveness of the Company's registration statement in connection with its IPO, the Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 104,013,161 to 175,000,000, to authorize 25,000,000 shares of undesignated preferred stock, par value $0.001 per share, and to eliminate all references to the previously designated Series Preferred Stock. This Restated Certificate of Incorporation was approved by the stockholders on September 4, 2013. | ||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||||||||
Summary of Significant Accounting Policies | ' | ' | |||||||||||||
Basis of Presentation | ' | ' | |||||||||||||
2. Basis of Presentation | Basis of Presentation | ||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | ||||||||||||||
The accompanying interim balance sheet as of September 30, 2013, the statements of operations and comprehensive loss for the three and nine months ended September 30, 2013 and 2012 and statements of cash flows for the nine months ended September 30, 2013 and 2012, and the financial data and other information disclosed in these notes related to the nine months ended September 30, 2013 and 2012 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements as of and for the year ended December 31, 2012, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company's financial position as of September 30, 2013, and the results of its operations and its cash flows for the three and nine months ended September 30, 2013 and 2012. | |||||||||||||||
The results for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013, any other interim periods, or any future year or period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2012, and the notes thereto, which are included in the Company's Prospectus that forms a part of the Company's Registration Statement on Form S-1 (File No. 333-190417), which was filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b) on September 19, 2013 (the Prospectus). | |||||||||||||||
On September 24, 2013 the Company completed its initial public offering (IPO) whereby the Company sold 6,417,000 shares of common stock (including 837,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option by the underwriters in connection with the offering) at a price of $15.00 per share. The shares began trading on the Nasdaq Global Select Market on September 19, 2013. The aggregate net proceeds received by the Company from the offering were $86.8 million, net of underwriting discounts and commissions and estimated offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 18,516,993 shares of common stock and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 141,370 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability of $2.0 million to additional paid-in capital. Additionally, the Company is now authorized to issue 175,000,000 shares of common stock and 25,000,000 shares of undesignated preferred stock. | |||||||||||||||
On September 24, 2013 the Company also completed the sale of a private placement of 666,667 shares of common stock to Celgene Corporation at the IPO price of $15.00 per share concurrent with and at the same offer price as the IPO. The aggregate net proceeds received by the Company from the concurrent private placement were $10.0 million. | |||||||||||||||
On August 23, 2013, the board of directors (the Board) and the stockholders of the Company approved a one-for-four reverse stock split of the Company's outstanding common stock, which was effected on September 3, 2013. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. The Company's historical share and per share information have been retroactively adjusted to give effect to this reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. | |||||||||||||||
The accompanying condensed financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of September 30, 2013, the Company's significant accounting policies and estimates, which are detailed in the Company's Prospectus, have not changed. | |||||||||||||||
Use of Estimates | ' | ' | |||||||||||||
Use of Estimates | |||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Actual results could materially differ from those estimates. | |||||||||||||||
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: revenue recognition, stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified warrants, accrued expenses, and the recoverability of the Company's net deferred tax assets and related valuation allowance. | |||||||||||||||
The Company utilizes significant estimates and assumptions in determining the fair value of its common stock. The Company's board of directors (the Board) determined the estimated fair value of the Company's common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company's common stock at the time, and the likelihood of achieving a liquidity event, such as an initial public offering (IPO) or sale of the Company. | |||||||||||||||
The Company utilized various valuation methodologies in accordance with the framework of the American Institute of Certified Public Accountants' Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. Each valuation methodology includes estimates and assumptions that require the Company's judgment. These estimates and assumptions include a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of securities senior to the Common Stock at the time and the likelihood of achieving a liquidity event, such as an IPO or sale. Significant changes to the key assumptions used in the valuations could result in different fair values of common stock at each valuation date. | |||||||||||||||
Reclassifications | ' | ' | |||||||||||||
Reclassifications | |||||||||||||||
The Company has reclassified certain prior period amounts in the balance sheet as of December 31, 2011, totaling $0.5 million related to deferred rent from long-term to short-term to conform to the current period presentation. This reclassification had no impact on the previously reported results of operations or cash flows for the year ended December 31, 2011. | |||||||||||||||
Collaboration Receivable | ' | ' | |||||||||||||
Collaboration Receivable | |||||||||||||||
Credit is extended to customers based upon an evaluation of the customer's financial condition. Collaboration receivables are recorded at net realizable value. The Company does not charge interest on past due balances. Collaboration receivables are determined to be past due when the payment due date is exceeded. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. The Company did not have an allowance for doubtful accounts at December 31, 2011 or 2012. | |||||||||||||||
Segment Information | ' | ' | |||||||||||||
Segment Information | |||||||||||||||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All material long-lived assets of the Company reside in the United States. The Company does use contract research organizations (CROs) and research institutions located outside the United States. Some of these expenses are subject to collaboration reimbursement which is presented as a component of cost sharing, net in the statement of operations and comprehensive income (loss). | |||||||||||||||
Cash and Cash Equivalents | ' | ' | |||||||||||||
Cash and Cash Equivalents | |||||||||||||||
The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value. | |||||||||||||||
Concentrations of Credit Risk and Off-Balance Sheet Risk | ' | ' | |||||||||||||
Concentrations of Credit Risk and Off-Balance Sheet Risk | |||||||||||||||
The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | |||||||||||||||
The Company routinely assesses the creditworthiness of its customers and collaboration partners. The Company has not experienced any material losses related to receivables from individual customers and collaboration partners, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. | |||||||||||||||
Deferred IPO Issuance Costs | ' | ' | |||||||||||||
Deferred IPO Issuance Costs | |||||||||||||||
Deferred issuance costs, which primarily consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. The deferred issuance costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, or delayed more than 90 days, deferred offering costs will be expensed. No amounts were deferred as of December 31, 2011 or 2012. | |||||||||||||||
Disclosure of Fair Value of Financial Instruments | ' | ' | |||||||||||||
Disclosure of Fair Value of Financial Instruments | |||||||||||||||
The carrying amounts of the Company's financial instruments, which include cash, cash equivalents, collaboration receivables, accounts payable, accrued expenses and notes payable, approximated their fair values at December 31, 2011 and 2012, due to the short-term nature of these instruments, and for the notes payable, the interest rates the Company believes it could obtain for borrowings with similar terms. See discussion below on the determination of the fair value of the Company's preferred and common stock warrants. | |||||||||||||||
The Company has evaluated the estimated fair value of financial instruments using available market information and management's estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. | |||||||||||||||
Fair Value Measurements | ' | ' | |||||||||||||
Fair Value Measurements | |||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | |||||||||||||||
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes between the following: | |||||||||||||||
• | |||||||||||||||
Level 1—Quoted market prices in active markets for identical assets or liabilities. | |||||||||||||||
• | |||||||||||||||
Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates, and yield curves. | |||||||||||||||
• | |||||||||||||||
Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. | |||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | |||||||||||||||
Items measured at fair value on a recurring basis include warrants to purchase redeemable convertible preferred stock and warrants to purchase common stock (Note 6). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. | |||||||||||||||
The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2011 and 2012 (in thousands): | |||||||||||||||
December 31, 2011 | |||||||||||||||
Quoted Prices | Significant Other | Significant | Total | ||||||||||||
in Active Markets | Observable | Unobservable | |||||||||||||
for Identical Items | Inputs | Inputs | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | |||||||||||||||
Money market funds | $ | 61,269 | $ | — | $ | — | $ | 61,269 | |||||||
Restricted cash | 912 | — | — | 912 | |||||||||||
Total assets | $ | 62,181 | $ | — | $ | — | $ | 62,181 | |||||||
Liabilities: | |||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,046 | $ | 1,046 | |||||||
Warrants to purchase common stock | — | — | 3,347 | 3,347 | |||||||||||
Total liabilities | $ | — | $ | — | $ | 4,393 | $ | 4,393 | |||||||
December 31, 2012 | |||||||||||||||
Quoted Prices | Significant other | Significant | Total | ||||||||||||
in Active Markets | Observable | Unobservable | |||||||||||||
for Identical Items | Inputs | Inputs | |||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||
Assets: | |||||||||||||||
Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | |||||||
Restricted cash | 913 | — | — | 913 | |||||||||||
Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | |||||||
Liabilities: | |||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | |||||||
Warrants to purchase common stock | — | — | 5,229 | 5,229 | |||||||||||
Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | |||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2011 | 2012 | ||||||||||||||
Beginning balance | $ | 3,912 | $ | 4,393 | |||||||||||
Change in fair value | 481 | 2,258 | |||||||||||||
Exercises | — | — | |||||||||||||
Repurchases | — | — | |||||||||||||
Ending balance | $ | 4,393 | $ | 6,651 | |||||||||||
The money market funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2011 or 2012. | |||||||||||||||
The fair value of the warrants on the date of issuance and on each re-measurement date for those warrants classified as liabilities is estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates, and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. See Note 6 for further discussions of the accounting for the warrants, as well as for a summary of the significant inputs and assumptions used to determine the fair value of the warrants. | |||||||||||||||
The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the years ended December 31, 2011 or 2012. | |||||||||||||||
Property and Equipment | ' | ' | |||||||||||||
Property and Equipment | |||||||||||||||
Property and equipment is stated at cost. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred. Upon disposal, retirement or sale the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the results of operations. Depreciation and amortization is calculated using the straight-line method over the estimated useful lives of the assets, which are as follows: | |||||||||||||||
Asset | Estimated Useful Life | ||||||||||||||
Computer equipment and software | 3 years | ||||||||||||||
Office and laboratory equipment | 3 years | ||||||||||||||
Leasehold improvements | Shorter of the useful life or remaining lease term | ||||||||||||||
The Company reviews long-lived assets when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparison of the book values of the assets to future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value, which is measured based on the projected discounted future net cash flows arising from the assets. No impairment losses have been recorded during the years ended December 31, 2011 or 2012. | |||||||||||||||
Revenue Recognition | ' | ' | |||||||||||||
Revenue Recognition | |||||||||||||||
The company has primarily generated revenue through collaboration, license and research arrangements with collaboration partners for the development and commercialization of protein therapeutics. | |||||||||||||||
The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition. Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. | |||||||||||||||
Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company's balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, current portion. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. | |||||||||||||||
Multiple Element Revenue Arrangements | |||||||||||||||
The Company enters into collaboration agreements from time to time, which are more fully described in Note 10. The arrangements generally contain multiple elements or deliverables, which may include (1) licenses, or options to obtain licenses, to the Company's technology, (2) research and development activities performed for the collaboration partner, (3) participation on Joint Development Committees, and (4) manufacturing clinical or preclinical material. Payments pursuant to these arrangements typically include non-refundable, up-front payments, milestone payments upon achieving significant development events, research and development reimbursements, sales milestones, and royalties on future product sales. | |||||||||||||||
Effective January 1, 2011, the Company adopted ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13), which amends Topic 605-25, Revenue Recognition—Multiple Element Arrangements (ASC 605-25). The Company applies this guidance to new arrangements as well as existing agreements that are significantly modified after January 1, 2011. For agreements that are significantly modified, the Company determines the estimated selling price for the remaining undelivered elements as of the date of the material modification and allocates arrangement consideration based upon the estimated selling price to the undelivered elements. | |||||||||||||||
The application of the multiple element guidance requires subjective determinations, and requires management to make judgments about the individual deliverables, and whether such deliverables are separable from the other aspects of the contractual relationship. Deliverables are considered separate units of accounting provided that: (1) the delivered item(s) has value to the customer on a stand-alone basis and (2) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. In determining the units of accounting, management evaluates certain criteria, including whether the deliverables have stand-alone value, based on the consideration of the relevant facts and circumstances for each arrangement, such as the research, manufacturing and commercialization capabilities of the collaboration partner and the availability of the associated expertise in the general marketplace. In addition, the Company considers whether the collaboration partner can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). Arrangement consideration that is fixed or determinable is allocated among the separate units of accounting using the relative selling price method, and the applicable revenue recognition criteria, as described above, are applied to each of the separate units of accounting in determining the appropriate period or pattern of recognition. | |||||||||||||||
The Company determines the estimated selling price for deliverables within each agreement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or management's best estimate of selling price (BESP) if neither VSOE nor TPE is available. Subsequent to the adoption of ASU 2009-13, the Company typically uses BESP to estimate the selling price of the deliverables. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, the Company considers applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. The Company validates the BESP for units of accounting by evaluating whether changes in the key assumptions used to determine the BESP will have a significant effect on the allocation of arrangement consideration between multiple units of accounting. | |||||||||||||||
The Company typically receives up-front, non-refundable payments when licensing its intellectual property in conjunction with a collaboration agreement. When management believes the license to its intellectual property does not have stand-alone value from the other deliverables to be provided in the arrangement, the Company generally recognizes revenue attributed to the license on a straight-line basis over the contractual or estimated performance period, which is typically the term of the Company's research and development or manufacturing obligations. The Company continually evaluates these periods, and will adjust the period of revenue recognition if circumstances change. When management believes the license to its intellectual property has stand-alone value, the Company generally recognizes revenue attributed to the license upon delivery. | |||||||||||||||
Research and development funding is recognized as revenue in the period that the related services are performed. When the Company acts as the principal under its collaboration agreements, it records payments received for the reimbursement of research and development costs as cost-sharing revenue in the statements of operations and comprehensive income (loss). To the extent that the Company reimburses the collaborator for costs incurred, the Company records these costs as a reduction of cost-sharing revenue. | |||||||||||||||
The Company's agreements may contain options which provide the collaboration partner the right to obtain additional licenses. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors considered in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. | |||||||||||||||
Effective January 1, 2011, the Company adopted ASU No. 2010-17, Revenue Recognition—Milestone Method (ASU 2010-17). At the inception of each arrangement that includes milestone payments, the Company evaluates, with respect to each milestone, whether the milestone is substantive and at-risk. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting at least in part from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance, and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone, and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. On the milestone achievement date, assuming all other revenue recognition criteria are met and the milestone is deemed substantive and at-risk, the Company recognizes the payment as license and milestone revenue. For milestones that are not deemed substantive and at-risk, where payment is reasonably assured, the Company recognizes the milestone payment over the remaining service period. | |||||||||||||||
Sales and commercial milestones and royalties will be recognized when and if earned, provided collectability is reasonably assured. | |||||||||||||||
Contract Manufacturing Revenue | ' | ' | |||||||||||||
Contract Manufacturing Revenue | |||||||||||||||
Contract manufacturing revenue is recognized upon delivery of the product in accordance with the terms of the contract, which specifies when transfer of title and risk of loss occurs. | |||||||||||||||
Research and Development Expenses | ' | ' | |||||||||||||
Research and Development Expenses | |||||||||||||||
Research and development costs are charged to expense as costs are incurred in performing research and development activities. Research and development costs include all direct costs, including salaries, stock compensation and benefits for research and development personnel, outside consultants, costs of clinical trials, sponsored research, clinical trials insurance, other outside costs, depreciation and facility costs related to the development of drug candidates. The Company records up-front, non-refundable payments made to outside vendors, or other payments made in advance of services performed or goods being delivered, as prepaid expenses, which are expensed as services are performed or the goods are delivered. | |||||||||||||||
Certain research and development projects are, or have been, partially funded by collaboration agreements, and the expenses related to these activities are included in research and development costs. The Company records the related reimbursement of research and development under these agreements as revenue, as more fully described above and in Note 10. | |||||||||||||||
Stock-Based Compensation | ' | ' | |||||||||||||
Stock-Based Compensation | |||||||||||||||
At December 31, 2012, the Company had one stock-based compensation plan, which is more fully described in Note 11. The Company accounts for stock-based compensation in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation (ASC 718), which requires the recognition of expense related to the fair value of stock-based compensation awards in the statements of operations and comprehensive income (loss). | |||||||||||||||
For stock options issued to employees and members of the Board for their services on the Board, the Company estimates the grant date fair value of each option using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense, net of estimated forfeitures, equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition method when it is probable that the performance condition will be achieved. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||
Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For stock-based awards granted to non-employees, the Company recognizes stock-based compensation expense using an accelerated recognition method. | |||||||||||||||
See Note 11 for a discussion of the assumptions used by the Company in determining the grant date fair value of options granted under the Black-Scholes option pricing model, as well as a summary of the stock option activity under the Company's stock-based compensation plan for the year ended December 31, 2012. | |||||||||||||||
Income Taxes | ' | ' | |||||||||||||
Income Taxes | |||||||||||||||
Income taxes are recorded in accordance with ASC Topic 740, Income Taxes (ASC 740), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2011 and 2012, the Company does not have any significant uncertain tax positions. | |||||||||||||||
Net Income (Loss) Per Share | ' | ' | |||||||||||||
Net Income (Loss) Per Share | |||||||||||||||
Net income (loss) per share information is determined using the two-class method, which includes the weighted-average number of common stock outstanding during the period and other securities that participate in dividends (a participating security). The Company's redeemable convertible preferred stock are participating securities as defined by ASC 260-10, Earnings Per Share. | |||||||||||||||
Under the two-class method, basic net income (loss) per share applicable to common stockholders is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of common shares outstanding for the reporting period. Diluted net income (loss) per share is computed using the more dilutive of (1) the two-class method or (2) the if-converted method. The Company allocates net income first to preferred stockholders based on dividend rights under the Company's articles of incorporation and then to preferred and common stockholders based on ownership interests. Net losses are not allocated to preferred stockholders as they do not have an obligation to share in the Company's net losses. | |||||||||||||||
Diluted net income (loss) per share gives effect to all potentially dilutive securities, including redeemable convertible preferred stock, and shares issuable upon the exercise of outstanding warrants and stock options, using the treasury stock method. For the year ended December 31, 2012, the Company has excluded the effects of all potentially dilutive shares, which include redeemable convertible preferred stock, warrants for redeemable convertible preferred stock, warrants for common stock and outstanding common stock options, from the weighted-average number of common shares outstanding as their inclusion in the computation for all periods would be anti-dilutive due to net losses. | |||||||||||||||
The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | |||||||||||||||
Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2011 | 2012 | ||||||||||||||
Outstanding stock options | — | 3,730 | |||||||||||||
Common stock warrants | 874 | 884 | |||||||||||||
Preferred stock | — | 18,166 | |||||||||||||
Preferred stock warrants | — | 248 | |||||||||||||
874 | 23,028 | ||||||||||||||
Comprehensive Income (Loss) | ' | ' | |||||||||||||
Comprehensive Income (Loss) | |||||||||||||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Comprehensive income (loss) has been disclosed in the accompanying statements of operations and comprehensive income (loss) and equals the Company's net income (loss) for all periods presented. | |||||||||||||||
Subsequent Events | ' | ' | |||||||||||||
Subsequent Events | |||||||||||||||
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. See Note 16. | |||||||||||||||
Application of New or Revised Accounting Standards | ' | ' | |||||||||||||
Application of New or Revised Accounting Standards | |||||||||||||||
On April 5, 2012, the Jump-Start Our Business Startups Act (the JOBS Act) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company." As an emerging growth company the Company has elected to not take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards, and as a result, will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. | |||||||||||||||
Recently Adopted Accounting Pronouncements | ' | ' | |||||||||||||
Recently Adopted Accounting Pronouncements | |||||||||||||||
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. | |||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ' | ||||||||||||||||||||||||||
Schedule of financial instruments carried at fair value | ' | ' | ||||||||||||||||||||||||||
The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of September 30, 2013 and December 31, 2012 (in thousands): | The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2011 and 2012 (in thousands): | |||||||||||||||||||||||||||
September 30, 2013 | December 31, 2011 | |||||||||||||||||||||||||||
Quoted Prices | Significant Other | Significant | Total | Quoted Prices | Significant Other | Significant | Total | |||||||||||||||||||||
in Active Markets | Observable | Unobservable | in Active Markets | Observable | Unobservable | |||||||||||||||||||||||
for Identical Items | Inputs | Inputs | for Identical Items | Inputs | Inputs | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
Assets: | Assets: | |||||||||||||||||||||||||||
Money market funds | $ | 116,382 | $ | — | $ | — | $ | 116,382 | Money market funds | $ | 61,269 | $ | — | $ | — | $ | 61,269 | |||||||||||
Restricted cash | 913 | — | — | 913 | Restricted cash | 912 | — | — | 912 | |||||||||||||||||||
Total assets | $ | 117,295 | $ | — | $ | — | $ | 117,295 | Total assets | $ | 62,181 | $ | — | $ | — | $ | 62,181 | |||||||||||
Liabilities: | Liabilities: | |||||||||||||||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | — | $ | — | Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,046 | $ | 1,046 | |||||||||||
Warrants to purchase common stock | — | — | 16,526 | 16,526 | Warrants to purchase common stock | — | — | 3,347 | 3,347 | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 16,526 | $ | 16,526 | Total liabilities | $ | — | $ | — | $ | 4,393 | $ | 4,393 | |||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||
Quoted Prices | Significant other | Significant | Total | |||||||||||||||||||||||||
December 31, 2012 | in Active Markets | Observable | Unobservable | |||||||||||||||||||||||||
Quoted Prices | Significant other | Significant | Total | for Identical Items | Inputs | Inputs | ||||||||||||||||||||||
in Active Markets | Observable | Unobservable | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
for Identical Items | Inputs | Inputs | Assets: | |||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | |||||||||||||||||
Assets: | Restricted cash | 913 | — | — | 913 | |||||||||||||||||||||||
Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | ||||||||||||||||||||
Restricted cash | 913 | — | — | 913 | Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | |||||||||||||||
Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | Liabilities: | |||||||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | ||||||||||||||||||||
Liabilities: | Warrants to purchase common stock | — | — | 5,229 | 5,229 | |||||||||||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | ||||||||||||||||||||
Warrants to purchase common stock | — | — | 5,229 | 5,229 | Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | ||||||||||||||||||||
Summary of changes in the fair value of the preferred and common stock warrant liability | ' | ' | ||||||||||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which have been classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | |||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Beginning balance | $ | 3,912 | $ | 4,393 | ||||||||||||||||||||
Beginning balance | $ | 7,390 | $ | 5,089 | $ | 6,651 | $ | 4,393 | Change in fair value | 481 | 2,258 | |||||||||||||||||
Change in fair value | 11,149 | (132 | ) | 12,649 | 564 | Exercises | — | — | ||||||||||||||||||||
Exercises | — | — | (678 | ) | — | Repurchases | — | — | ||||||||||||||||||||
Repurchases | — | — | (83 | ) | — | |||||||||||||||||||||||
Conversions | (2,013 | ) | — | (2,013 | ) | — | Ending balance | $ | 4,393 | $ | 6,651 | |||||||||||||||||
Ending balance | $ | 16,526 | $ | 4,957 | $ | 16,526 | $ | 4,957 | ||||||||||||||||||||
Schedule of estimated useful lives of the assets | ' | ' | ||||||||||||||||||||||||||
Asset | Estimated Useful Life | |||||||||||||||||||||||||||
Computer equipment and software | 3 years | |||||||||||||||||||||||||||
Office and laboratory equipment | 3 years | |||||||||||||||||||||||||||
Leasehold improvements | Shorter of the useful life or remaining lease term | |||||||||||||||||||||||||||
Schedule of anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share | ' | ' | ||||||||||||||||||||||||||
The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | |||||||||||||||||||||||||||
Three Months | Nine Months | Year Ended | ||||||||||||||||||||||||||
Ended | Ended | December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Outstanding stock options | — | 3,730 | ||||||||||||||||||||||
Outstanding stock options | 3,667 | 3,352 | 3,690 | 3,232 | Common stock warrants | 874 | 884 | |||||||||||||||||||||
Common stock warrants | 881 | 884 | 874 | 884 | Preferred stock | — | 18,166 | |||||||||||||||||||||
Preferred stock | 16,658 | 18,166 | 17,609 | 18,166 | Preferred stock warrants | — | 248 | |||||||||||||||||||||
Preferred stock warrants | 130 | 248 | 152 | 248 | ||||||||||||||||||||||||
874 | 23,028 | |||||||||||||||||||||||||||
21,336 | 22,650 | 22,325 | 22,530 | |||||||||||||||||||||||||
Property_and_Equipment_Net_Tab
Property and Equipment, Net (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Property and equipment, net | ' | |||||||
Schedule of property and equipment, net | ' | |||||||
Property and equipment, net, consists of the following (in thousands): | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Computer equipment and software | $ | 728 | $ | 919 | ||||
Office equipment | 179 | 179 | ||||||
Laboratory equipment | 11,692 | 11,815 | ||||||
Leasehold improvements | 10,060 | 10,088 | ||||||
Construction in progress | 162 | 8 | ||||||
Total property and equipment | 22,821 | 23,009 | ||||||
Accumulated depreciation and amortization | (17,910 | ) | (18,950 | ) | ||||
Property and equipment, net | $ | 4,911 | $ | 4,059 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Accrued Expenses | ' | |||||||
Schedule of accrued expenses | ' | |||||||
Accrued expenses consist of the following (in thousands): | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Collaboration expense | $ | 1,042 | $ | 1,000 | ||||
Research and development related | 570 | 1,282 | ||||||
Employee compensation | 1,963 | 2,448 | ||||||
Professional services | 368 | 607 | ||||||
Other | 570 | 816 | ||||||
$ | 4,513 | $ | 6,153 | |||||
Warrants_Tables
Warrants (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants | ' | ' | ||||||||||||||||||||||||||||||
Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | |||||||||||||||||||||||||||||||
Balance Sheet | Balance Sheet Classification | |||||||||||||||||||||||||||||||
Warrants as of | Weighted- | Classification | Warrants as of | Weighted- | ||||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||||||
Exercise | Exercise | December 31, | ||||||||||||||||||||||||||||||
Price Per | December 31, | December 31, | Price | |||||||||||||||||||||||||||||
September 30, | December 31, | Share | Expiration | September 30, | December 31, | 2011 | 2012 | Per Share | Expiration | 2011 | 2012 | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Warrant to purchase Series A Preferred Stock | 107 | 107 | $ | 4 | February 28, 2013 | Liability | Liability(1) | |||||||||||||||||||||
Warrant to purchase Series A Preferred Stock | — | 107 | $ | 4 | February 28, 2013 | N/A(1) | Liability | Warrants to purchase Series B Preferred Stock | 32 | 32 | 7.4 | December 21, 2013 | Liability | Liability | ||||||||||||||||||
Warrants to purchase Series B Preferred Stock | — | 32 | 7.4 | December 21, 2013 | N/A(2) | Liability | Warrants to purchase Series C-1 Preferred Stock | 46 | 46 | 10.92 | June 25, 2019 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series C-1 Preferred Stock | — | 46 | 10.92 | June 25, 2019 | N/A(2) | Liability | Warrants to purchase Series D-1 Preferred Stock | 64 | 64 | 12.56 | March 18, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series D-1 Preferred Stock | — | 64 | 12.56 | March 18, 2020 | N/A(2) | Liability | Warrants to purchase common stock | 872 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Common Stock | 32 | — | 7.4 | December 21, 2013 | Equity(2) | N/A | Warrants to purchase common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity | Equity(2) | |||||||||||||||||||
Warrants to purchase Common Stock | 46 | — | 10.92 | June 25, 2019 | Equity(2) | N/A | ||||||||||||||||||||||||||
Warrants to purchase Common Stock | 64 | — | 12.56 | March 18, 2020 | Equity(2) | N/A | All warrants | 1,134 | 1,134 | $ | 6.56 | |||||||||||||||||||||
Warrants to purchase Common stock | 858 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | ||||||||||||||||||||||||||
Warrants to purchase Common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity(3) | Equity | ||||||||||||||||||||||||||
All warrants | 1,013 | 1,134 | $ | 6.56 | -1 | |||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
-1 | Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2011. See discussion below for further details. | |||||||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
Warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted to warrants to purchase common stock at the closing of the IPO on September 24, 2013. | ||||||||||||||||||||||||||||||||
-3 | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. | ||||||||||||||||||||||||||||||||
Warrant to purchase Series A preferred stock | ' | ' | ||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Schedule of assumptions used in estimating fair value of warrants using the Black-Scholes option pricing model | ' | ' | ||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012(1) | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 6.76 | $ | 9.24 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 1.16 | 0.16 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.12 | % | 0.04 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
-1 | ||||||||||||||||||||||||||||||||
During December 2012, the expiration date of the warrant to purchase Series A Preferred Stock was extended from December 21, 2012 to February 28, 2013. The warrant to purchase Series A Preferred Stock was exercised during the three months ended March 31, 2013. | ||||||||||||||||||||||||||||||||
Warrant to purchase Series B preferred stock | ' | ' | ||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Schedule of assumptions used in estimating fair value of warrants using the Black-Scholes option pricing model | ' | ' | ||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 7.56 | $ | 9.96 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 1.98 | 0.97 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.25 | % | 0.16 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
Warrant to purchase Series C-1 preferred stock | ' | ' | ||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Schedule of assumptions used in estimating fair value of warrants using the Black-Scholes option pricing model | ' | ' | ||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 8.84 | $ | 11.04 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 7.46 | 6.46 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.35 | % | 0.95 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
Warrant to purchase Series D-1 preferred stock | ' | ' | ||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Schedule of assumptions used in estimating fair value of warrants using the Black-Scholes option pricing model | ' | ' | ||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 8.84 | $ | 10.52 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 8.22 | 7.22 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.62 | % | 1.18 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Commitments and Contingencies | ' | ||||
Schedule of future annual minimum lease payments | ' | ||||
Future annual minimum lease payments as of December 31, 2012, are as follows (in thousands): | |||||
2013 | $ | 4,522 | |||
2014 | 4,522 | ||||
2015 | 4,106 | ||||
2016 | 3,938 | ||||
2017 | 3,938 | ||||
2018 | 2,953 | ||||
Total | $ | 23,979 | |||
Schedule of future annual minimum sublease payments | ' | ||||
Future annual minimum sublease payments as of December 31, 2012, are as follows (in thousands): | |||||
2013 | $ | 583 | |||
2014 | 583 | ||||
2015 | 241 | ||||
Total | $ | 1,407 | |||
Redeemable_Convertible_Preferr1
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Redeemable Convertible Preferred Stock | ' | |||||||
Schedule of the Company's Preferred Stock | ' | |||||||
The Company's Preferred Stock consisted of the following (in thousands, except share and per share data): | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Series A Preferred Stock, $0.001 par value: 26,069,980 shares authorized, 6,410,976 shares issued and outstanding at December 31, 2011 and 2012 and 6,457,644 shares at June 30, 2013, at redemption value(1) | $ | 62,049 | $ | 66,665 | ||||
Series B Preferred Stock, $0.001 par value: 16,944,378 shares authorized, 4,204,185 shares issued and outstanding at December 31, 2011 and 2012, at redemption value(2) | 61,464 | 67,044 | ||||||
Series C Preferred Stock, $0.001 par value: 11,923,077 shares authorized, 2,978,062 shares issued, and outstanding at December 31, 2011 and 2012, at redemption value(2) | 54,320 | 59,909 | ||||||
Series C-1 Preferred Stock, $0.001 par value: 2,014,652 shares authorized, 457,875 issued, and outstanding at December 31, 2011 and 2012, at redemption value | 8,479 | 9,387 | ||||||
Series D Preferred Stock, $0.001 par value: 955,414 shares authorized, 234,940 shares issued, and outstanding at December 31, 2011 and 2012, at redemption value(2) | 3,657 | 4,325 | ||||||
Series D-1 Preferred Stock, $0.001 par value: 2,802,548 shares authorized, 636,942 issued and outstanding at December 31, 2011 and 2012, at redemption value | 10,128 | 11,864 | ||||||
Series E Preferred Stock, $0.001 par value: 3,662,422 shares authorized, 816,060 shares issued and outstanding at December 31, 2011 and 2012, at redemption value(2) | 10,934 | 13,393 | ||||||
Series F Preferred Stock, $0.001 par value: 9,704,756 shares authorized, 2,426,171 issued and outstanding at December 31, 2011 and 2012, at redemption value(2) | 30,518 | 36,023 | ||||||
Total redeemable convertible preferred stock | $ | 241,549 | $ | 268,610 | ||||
-1 | ||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 106,500 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. | ||||||||
-2 | ||||||||
On March 13, 2013, the Company retired 139,741 shares of Series B Preferred Stock, 21,744 shares of Series C Preferred Stock, 2,906 shares of Series D Preferred Stock, 13,103 shares of Series E Preferred Stock and 4,825 shares of Series F Preferred Stock as a consequence of a repurchase of shares from an investor. | ||||||||
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Common Stock | ' | ||||
Schedule of number of shares of common stock reserved for future issuance | ' | ||||
There were 2,393,458 and 2,432,155 common shares issued and outstanding as of December 31, 2011 and 2012, respectively. The Company has reserved for future issuance the following number of shares of common stock (in thousands): | |||||
December 31, | |||||
2012 | |||||
Conversion of Series A Preferred Stock | 6,411 | ||||
Conversion of Series B Preferred Stock | 4,204 | ||||
Conversion of Series C Preferred Stock | 2,978 | ||||
Conversion of Series C-1 Preferred Stock | 458 | ||||
Conversion of Series D Preferred Stock | 235 | ||||
Conversion of Series D-1 Preferred Stock | 637 | ||||
Conversion of Series E Preferred Stock | 816 | ||||
Conversion of Series F Preferred Stock | 2,426 | ||||
Warrants to purchase Preferred Stock | 248 | ||||
Outstanding stock options to purchase common stock | 3,730 | ||||
Shares available for future issuance under stock option plan | 120 | ||||
Warrants to purchase common stock | 884 | ||||
Additional shares reserved for unissued, but designated, Preferred Stock | 55,912 | ||||
Total shares of authorized common stock reserved for future issuance | 79,059 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
Schedule of total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) | ' | ' | ||||||||||||||||||||||||||
Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | |||||||||||||||||||||||||||
Three Months | Nine Months | Year Ended | ||||||||||||||||||||||||||
Ended | Ended | December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Research and development | $ | 686 | $ | 514 | ||||||||||||||||||||
Research and development | $ | 149 | $ | 137 | $ | 460 | $ | 374 | General and administrative | 741 | 692 | |||||||||||||||||
General and administrative | 344 | 196 | 981 | 487 | ||||||||||||||||||||||||
$ | 1,427 | $ | 1,206 | |||||||||||||||||||||||||
$ | 493 | $ | 332 | $ | 1,441 | $ | 861 | |||||||||||||||||||||
Schedule of weighted-average assumptions used for estimating fair value of each option issued to employees at the date of grant using the Black-Scholes option pricing model | ' | ' | ||||||||||||||||||||||||||
The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | |||||||||||||||||||||||||||
Three Months | Nine Months | Year Ended | ||||||||||||||||||||||||||
Ended | Ended | December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Expected volatility | 66 | % | 69 | % | ||||||||||||||||||||
Expected volatility | — | % | 66.9 | % | 70.3 | % | 66.9 | % | Expected term (in years) | 6 | 6 | |||||||||||||||||
Expected term (in years) | — | 6 | 6 | 6 | Risk-free interest rate | 1.1 | % | 0.9 | % | |||||||||||||||||||
Risk-free interest rate | — | % | 0.9 | % | 1.4 | % | 0.9 | % | Expected dividend yield | — | % | — | % | |||||||||||||||
Expected dividend yield | — | % | — | % | — | % | — | % | ||||||||||||||||||||
Summary of the stock option activity under the 2003 Plan | ' | ' | ||||||||||||||||||||||||||
The following table summarizes the stock option activity for all stock option plans during the nine months ended September 30, 2013 (in thousands): | The following table summarizes the stock option activity under the 2003 Plan during the year ended December 31, 2012 (in thousands): | |||||||||||||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | Number | Weighted- | Weighted- | Aggregate | |||||||||||||||||||||
of Grants | Average | Average | Intrinsic | of Grants | Average | Average | Intrinsic | |||||||||||||||||||||
Exercise | Contractual | Value(1) | Exercise | Contractual | Value(1) | |||||||||||||||||||||||
Price | Life (in years) | Price | Life (in years) | |||||||||||||||||||||||||
Per Share | Per Share | |||||||||||||||||||||||||||
Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | Outstanding at December 31, 2011 | 3,151 | $ | 3.76 | 6.88 | $ | 4,968 | |||||||||||||||||
Granted | 9 | $ | 9.64 | Granted | 722 | $ | 5.76 | |||||||||||||||||||||
Exercised | (38 | ) | $ | 1.34 | Exercised | (39 | ) | $ | 4.04 | |||||||||||||||||||
Canceled or forfeited | (45 | ) | $ | 4.31 | Canceled or forfeited | (104 | ) | $ | 4.32 | |||||||||||||||||||
Outstanding at September 30, 2013 | 3,656 | $ | 4.18 | 6 | $ | 65,987 | Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | $ | 13,946 | |||||||||||||||
Exercisable at September 30, 2013 | 2,665 | $ | 3.78 | 5.12 | $ | 49,173 | Exercisable at December 31, 2012 | 2,379 | $ | 3.56 | 5.32 | $ | 10,250 | |||||||||||||||
Vested and expected to vest at September 30, 2013(2) | 3,604 | $ | 4.16 | 5.96 | $ | 65,113 | Vested and expected to vest at December 31, 2012(2) | 3,637 | $ | 4.12 | 6.55 | $ | 13,722 | |||||||||||||||
-1 | -1 | |||||||||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at September 30, 2013. | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2011 and 2012. | |||||||||||||||||||||||||||
-2 | -2 | |||||||||||||||||||||||||||
This represents the number of vested options at September 30, 2013, plus the number of unvested options expected to vest at September 30, 2013, based on the unvested options outstanding at September 30, 2013, adjusted for the estimated forfeiture rate. | This represents the number of vested options at December 31, 2012, plus the number of unvested options expected to vest at December 31, 2012, based on the unvested options outstanding at December 31, 2012, adjusted for the estimated forfeiture rate. | |||||||||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2012 | ||||||||
Income Taxes | ' | |||||||
Schedule of significant components of the Company's deferred tax assets | ' | |||||||
The significant components of the Company's deferred tax assets are comprised of the following (in thousands): | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Deferred tax assets: | ||||||||
U.S. and state net operating loss carryforwards | $ | 20,016 | $ | 35,584 | ||||
Research and development credits | 5,383 | 5,384 | ||||||
Deferred revenue | 25,690 | 21,882 | ||||||
Accruals and other temporary differences | 5,889 | 5,333 | ||||||
Total deferred tax assets | 56,978 | 68,183 | ||||||
Less valuation allowance | (56,978 | ) | (68,183 | ) | ||||
Net deferred tax assets | $ | — | $ | — | ||||
Schedule of reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements | ' | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2011 | 2012 | |||||||
Federal income tax expense at statutory rate | 34 | % | 34 | % | ||||
State income tax, net of federal benefit | 5 | % | 4.2 | % | ||||
Permanent differences | 1.5 | % | (3.4 | )% | ||||
Research and development credit | (1.0 | )% | — | % | ||||
Other | — | % | (0.4 | )% | ||||
Change in valuation allowance | (39.5 | )% | (34.4 | )% | ||||
Effective income tax rate | 0 | % | 0 | % | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2012 | |||||
Long-Term Debt. | ' | ||||
Schedule of future minimum payments related to long-term debt | ' | ||||
At December 31, 2012, future minimum payments related to long-term debt were as follows (in thousands): | |||||
Year ending December 31: | |||||
2013 | $ | 5,304 | |||
2014 | 8,908 | ||||
2015 | 10,108 | ||||
Less amounts representing interest | (3,120 | ) | |||
Less Deferred Fee | (1,200 | ) | |||
Future minimum principal payments | 20,000 | ||||
Less current portion | 3,668 | ||||
Noncurrent financing obligations | $ | 16,332 | |||
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Related Party Transactions | ' | ' | ||||||||||||||||||||
Schedule of revenues from related party | ' | ' | ||||||||||||||||||||
The Company recognized revenue from Celgene during the three and nine months ended September 30, 2013 and 2012 as follows (in thousands): | The Company recognized revenue from Celgene during the years ended December 31, 2011 and 2012 as follows (in thousands): | |||||||||||||||||||||
Three Months | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||
Ended | September 30, | 2011 | 2012 | |||||||||||||||||||
September 30, | License and milestone | $ | 63,607 | $ | 2,035 | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | Cost sharing, net | (121 | ) | 2,879 | |||||||||||||||
License and milestone | $ | 638 | $ | 535 | $ | 11,722 | $ | 1,491 | ||||||||||||||
Cost sharing, net | 3,632 | 846 | 9,041 | 2,106 | $ | 63,486 | $ | 4,914 | ||||||||||||||
$ | 4,270 | $ | 1,381 | $ | 20,763 | $ | 3,597 | |||||||||||||||
Nature_of_Business_Details
Nature of Business (Details) (USD $) | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
item | item | ||||
Nature of Business | ' | ' | ' | ' | ' |
Number of protein therapeutics internally discovered | 3 | 3 | ' | ' | ' |
Number of ongoing Phase 2 clinical trials | 12 | 12 | ' | ' | ' |
Accumulated deficit | ($174,221) | ($290,976) | ' | ($232,694) | ' |
Cash resources | $116,479 | $39,611 | $49,081 | $65,037 | $34,916 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2011 |
Deferred rent, long-term | ' |
Reclassification of deferred rent from long-term to short-term | ($0.50) |
Deferred rent, Current | ' |
Reclassification of deferred rent from long-term to short-term | $0.50 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
segment | segment | ||
Segment Information | ' | ' | ' |
Number of operating segments | 1 | 1 | ' |
Concentrations of Credit Risk and Off-Balance Sheet Risk | ' | ' | ' |
Off-balance sheet risk, asset | ' | $0 | ' |
Off-balance sheet risk, liability | ' | 0 | ' |
Deferred IPO Issuance Costs | ' | ' | ' |
Period of delay in offering beyond which deferred offering costs will be expensed | ' | '90 days | ' |
Deferred issuance costs | ' | $0 | $0 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (Recurring, USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Quoted Prices in Active Markets for Identical Items (Level 1) | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | $117,295 | $37,760 | $62,181 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Money market funds | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 116,382 | 36,847 | 61,269 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Restricted cash | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 913 | 913 | 912 |
Significant Unobservable Inputs (Level 3) | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 6,651 | 4,393 |
Significant Unobservable Inputs (Level 3) | Preferred stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | ' | 1,422 | 1,046 |
Significant Unobservable Inputs (Level 3) | Common stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 5,229 | 3,347 |
Total | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 117,295 | 37,760 | 62,181 |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 6,651 | 4,393 |
Total | Preferred stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | ' | 1,422 | 1,046 |
Total | Common stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 5,229 | 3,347 |
Total | Money market funds | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 116,382 | 36,847 | 61,269 |
Total | Restricted cash | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | $913 | $913 | $912 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Summary of changes in the fair value of the preferred and common stock warrant liability classified within Level 3 of the fair value hierarchy | ' | ' | ' | ' | ' | ' |
Beginning balance | $7,390 | $5,089 | $6,651 | $4,393 | $4,393 | $3,912 |
Change in fair value | 11,149 | -132 | 12,649 | 564 | 2,258 | 481 |
Exercises | ' | ' | -678 | ' | ' | ' |
Repurchases | ' | ' | -83 | ' | ' | ' |
Ending balance | 16,526 | 4,957 | 16,526 | 4,957 | 6,651 | 4,393 |
Transfers within the hierarchy | ' | ' | ' | ' | $0 | $0 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 5) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
item | ||
Property and Equipment | ' | ' |
Impairment losses | $0 | $0 |
Stock-Based Compensation | ' | ' |
Number of stock-based compensation plans | 1 | ' |
Computer equipment and software | ' | ' |
Property and Equipment | ' | ' |
Estimated useful life | '3 years | ' |
Office and laboratory equipment | ' | ' |
Property and Equipment | ' | ' |
Estimated useful life | '3 years | ' |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 6) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 21,336 | 22,650 | 22,325 | 22,530 | 23,028 | 874 |
Outstanding stock options | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 3,667 | 3,352 | 3,690 | 3,232 | 3,730 | ' |
Common stock warrants | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 881 | 884 | 874 | 884 | 884 | 874 |
Preferred stock | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 16,658 | 18,166 | 17,609 | 18,166 | 18,166 | ' |
Preferred stock warrants | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net income (loss) per share (in shares) | 130 | 248 | 152 | 248 | 248 | ' |
Property_and_Equipment_Net_Det
Property and Equipment, Net (Details) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Property and equipment, net | ' | ' | ' | ' |
Total property and equipment | ' | ' | $23,009 | $22,821 |
Accumulated depreciation and amortization | ' | ' | -18,950 | -17,910 |
Property and equipment, net | 3,564 | ' | 4,059 | 4,911 |
Depreciation and amortization expense | 681 | 1,086 | 1,293 | 3,134 |
Computer equipment and software | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Total property and equipment | ' | ' | 919 | 728 |
Office equipment | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Total property and equipment | ' | ' | 179 | 179 |
Laboratory equipment | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Total property and equipment | ' | ' | 11,815 | 11,692 |
Leasehold improvements | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Total property and equipment | ' | ' | 10,088 | 10,060 |
Construction in progress | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Total property and equipment | ' | ' | $8 | $162 |
Restricted_Cash_Details
Restricted Cash (Details) (Money market account, Letters of credit, USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Money market account | Letters of credit | ' | ' | ' |
Restricted Cash | ' | ' | ' |
Letters of credit held in the form of a money market account as collateral for lease obligations and credit cards | $0.90 | $0.90 | $0.90 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Accrued Expenses | ' | ' | ' |
Collaboration expense | ' | $1,000 | $1,042 |
Research and development related | ' | 1,282 | 570 |
Employee compensation | ' | 2,448 | 1,963 |
Professional services | ' | 607 | 368 |
Other | ' | 816 | 570 |
Total accrued expenses | $5,126 | $6,153 | $4,513 |
Warrants_Details
Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 06, 2013 | Feb. 06, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2010 | Jul. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase common stock expiring between March 31, 2015 to December 31, 2017 | |||||
Subsequent event | Maximum | Maximum | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | item | item | Warrants issued in exchange for consulting services | Warrants issued in exchange for consulting services | Maximum | Maximum | Warrants issued in connection with financing transactions | Series E Preferred Stock | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | ||||||||||||||||||||||||||||||||||
Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Subsequent event | item | item | Warrants issued in exchange for consulting services | Warrants issued in exchange for consulting services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issuable upon exercise of outstanding warrants | 1,013,000 | ' | 1,134,000 | 1,134,000 | ' | ' | ' | ' | ' | ' | ' | 107,000 | 107,000 | 107,000 | 106,500 | 106,500 | 106,500 | ' | ' | 106,500 | ' | ' | 32,000 | 32,000 | 31,891 | 31,891 | ' | 46,000 | 46,000 | 45,786 | 45,786 | ' | 64,000 | 64,000 | 63,693 | 63,693 | ' | ' | ' | ' | 41,388 | 41,388 | ' | 858,000 | ' | 858,000 | ' | 872,000 | 872,000 | 871,580 | ' | 13,000 | 13,000 | 13,000 | 12,634 | 12,634 | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price Per Share (in dollars per share) | $6.56 | ' | $6.56 | $6.56 | ' | ' | ' | ' | ' | ' | ' | $4 | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.40 | $7.40 | ' | ' | ' | $10.92 | $10.92 | ' | ' | ' | $12.56 | $12.56 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.88 | ' | $5.88 | ' | $5.88 | $5.88 | ' | ' | ' | ' | ' | ' | ' | $4 | $4 | $4 | $7.40 | $7.40 | $7.40 |
Issuance of preferred stock on exercise of warrant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,000 | 46,668 | ' | 46,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | '10 years | '10 years | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in fair value of warrants | $12,649,000 | $565,000 | $2,258,000 | $481,000 | $1,000,000 | $0 | $1,300,000 | $0 | $400,000 | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,100,000 | ($100,000) | $11,300,000 | $500,000 | $1,900,000 | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount recorded to the preferred stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants retired (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,994 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of milestones achieved upon which warrants were vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock on exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant expirations or cancellations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of future financing events incorporated in Monte Carlo simulation framework | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used in estimating fair value of each warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of underlying instrument (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.24 | $6.76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9.96 | $7.56 | ' | ' | ' | $11.04 | $8.84 | ' | ' | ' | $10.52 | $8.84 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69.10% | 66.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69.10% | 66.00% | ' | ' | ' | 69.10% | 66.00% | ' | ' | ' | 69.10% | 66.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 month 28 days | '1 year 1 month 28 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | '11 months 19 days | '1 year 11 months 23 days | ' | ' | ' | '6 years 5 months 16 days | '7 years 5 months 16 days | ' | ' | ' | '7 years 2 months 19 days | '8 years 2 months 19 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.04% | 0.12% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.16% | 0.25% | ' | ' | ' | 0.95% | 1.35% | ' | ' | ' | 1.18% | 1.62% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments and Contingencies | ' | ' |
Rent expense | $3,500,000 | $3,600,000 |
Future annual minimum lease payments | ' | ' |
2013 | 4,522,000 | ' |
2014 | 4,522,000 | ' |
2015 | 4,106,000 | ' |
2016 | 3,938,000 | ' |
2017 | 3,938,000 | ' |
2018 | 2,953,000 | ' |
Total | 23,979,000 | ' |
Future annual minimum sublease payments | ' | ' |
2013 | 583,000 | ' |
2014 | 583,000 | ' |
2015 | 241,000 | ' |
Total | $1,407,000 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 0 Months Ended | ||
In Millions, unless otherwise specified | Oct. 18, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
item | |||
Licensed Technology and Other Agreements | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Amounts due | ' | $0 | $0 |
Salk Litigation | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Number of license agreements allegedly breached | 1 | ' | ' |
Number of licensing agreements | 2 | ' | ' |
Total amount sought | 10.5 | ' | ' |
Percentage of future development milestone payments received under the agreement with Celgene regarding ACE-536 sought | 15.00% | ' | ' |
Amounts due | 0 | ' | ' |
Loss contingency, minimum | ' | 0 | 0 |
Loss contingency, maximum | ' | $10.50 | $10.50 |
Redeemable_Convertible_Preferr2
Redeemable Convertible Preferred Stock (Details) (USD $) | 9 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 115 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Feb. 06, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 06, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Jun. 30, 2013 | Feb. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 06, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 13, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 13, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 13, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 13, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Mar. 13, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Price greater than $37.68 per share | Price between $14.80 and $37.68 per share | Price between $14.80 and $37.68 per share | Price less than $14.80 per share | Price less than $14.80 per share | Pro forma | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | Series C-1 Preferred Stock | Series C-1 Preferred Stock | Series C-1 Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D Preferred Stock | Series D-1 Preferred Stock | Series D-1 Preferred Stock | Series D-1 Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series E Preferred Stock | Series F Preferred Stock | Series F Preferred Stock | Series F Preferred Stock | Series F Preferred Stock | Series F Preferred Stock | Series F Preferred Stock | Series F Preferred Stock | ||||
Minimum | Minimum | Maximum | Minimum | Maximum | Subsequent event | item | Subsequent event | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | item | Subsequent event | Price between $14.80 and $37.68 per share | Price less than $14.80 per share | Event of a closing of an IPO of the common stock not meeting certain criteria | item | Subsequent event | Price between $14.80 and $37.68 per share | Price less than $14.80 per share | Event of a closing of an IPO of the common stock not meeting certain criteria | item | Subsequent event | Price between $14.80 and $37.68 per share | Price less than $14.80 per share | Event of a closing of an IPO of the common stock not meeting certain criteria | item | item | Subsequent event | Minimum | Price between $14.80 and $37.68 per share | Price less than $14.80 per share | Event of a closing of an IPO of the common stock not meeting certain criteria | item | Subsequent event | Price between $14.80 and $37.68 per share | Price less than $14.80 per share | Event of a closing of an IPO of the common stock not meeting certain criteria | ||||||||||||||||||||||||||||
Subsequent event | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | Minimum | |||||||||||||||||||||||||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 74,077,227 | 74,077,227 | ' | 26,069,980 | 26,069,980 | ' | ' | ' | ' | ' | ' | 16,944,378 | 16,944,378 | ' | ' | ' | ' | ' | 11,923,077 | 11,923,077 | ' | ' | ' | ' | ' | 2,014,652 | 2,014,652 | ' | 955,414 | 955,414 | ' | ' | ' | ' | ' | 2,802,548 | 2,802,548 | ' | 3,662,422 | 3,662,422 | ' | ' | ' | ' | ' | ' | 9,704,756 | 9,704,756 | ' | ' | ' | ' | ' |
Par value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' |
Redemption value of redeemable convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $268,610,000 | $268,610,000 | $241,549,000 | $66,665,000 | $62,049,000 | ' | ' | ' | ' | ' | ' | $67,044,000 | $61,464,000 | ' | ' | ' | ' | ' | $59,909,000 | $54,320,000 | ' | ' | ' | ' | ' | $9,387,000 | $8,479,000 | ' | $4,325,000 | $3,657,000 | ' | ' | ' | ' | ' | $11,864,000 | $10,128,000 | ' | $13,393,000 | $10,934,000 | ' | ' | ' | ' | ' | ' | $36,023,000 | $30,518,000 | ' | ' | ' | ' | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,410,976 | 6,410,976 | ' | 6,457,644 | ' | ' | ' | ' | 4,204,185 | 4,204,185 | ' | ' | ' | ' | ' | 2,978,062 | 2,978,062 | ' | ' | ' | ' | ' | 457,875 | 457,875 | ' | 234,940 | 234,940 | ' | ' | ' | ' | ' | 636,942 | 636,942 | ' | 816,060 | 816,060 | ' | ' | ' | ' | ' | ' | 2,426,171 | 2,426,171 | ' | ' | ' | ' | ' |
Shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,410,976 | 6,410,976 | 6,410,976 | 6,457,644 | ' | ' | ' | ' | 4,204,185 | 4,204,185 | 4,204,185 | ' | ' | ' | ' | 2,978,062 | 2,978,062 | 2,978,062 | ' | ' | ' | ' | 457,875 | 457,875 | 457,875 | 234,940 | 234,940 | 234,940 | ' | ' | ' | ' | 636,942 | 636,942 | 636,942 | 816,060 | 816,060 | 816,060 | ' | ' | ' | ' | ' | 2,426,171 | 2,426,171 | 2,426,171 | ' | ' | ' | ' |
Shares issued on automatic conversion of preferred stock warrants into common stock upon closing of IPO | 1,013,000 | 1,134,000 | 1,134,000 | ' | ' | ' | ' | ' | ' | 107,000 | 107,000 | 107,000 | 106,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred stock on exercise of warrant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,000 | 46,668 | ' | 46,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Retirement of preferred stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 139,741 | ' | ' | ' | ' | ' | ' | 21,744 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,906 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,103 | ' | ' | ' | ' | ' | ' | ' | 4,825 | ' | ' | ' |
Preferential cumulative dividends per share per annum (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividend declared (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividend paid (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share of preferred stock received (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | $7.40 | ' | ' | ' | ' | ' | ' | $10.40 | ' | ' | ' | ' | ' | ' | $10.92 | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' |
Percentage of annual compounded return on initial per share investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate for Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price in an IPO (in dollars per share) | ' | ' | ' | $37.68 | $14.80 | $37.68 | ' | $14.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from IPO | 87,406,000 | ' | ' | 50,000,000 | 50,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage voting required by outstanding preferred stockholders for automatic conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | 67.00% | 67.00% | ' | ' | ' | ' | 67.00% | 60.00% | 67.00% | ' | ' | ' | ' | ' | ' | ' | 67.00% | 60.00% | 67.00% | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | 60.00% | 67.00% | ' | ' | ' | ' | 67.00% | 60.00% | 67.00% |
Intrinsic value of beneficial conversion features | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate for preferred stock on fulfillment of certain conditions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of equal installments for redemption of Preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | 3 | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' |
Percentage of outstanding preferred stockholders at written election required for redemption | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 67.00% | ' | ' | ' | ' | ' | ' | ' | 67.00% | ' | ' | ' | ' | ' | ' | 67.00% | ' | ' | ' | ' | ' | ' | 67.00% | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | 83.00% | ' | ' | ' | ' | ' | ' |
Period before fifth anniversary of issue date of Preferred Stock considered for conducting election | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' |
Base Redemption Price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | $7.40 | ' | ' | ' | ' | ' | ' | $10.40 | ' | ' | ' | ' | ' | ' | $10.92 | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' | $12.56 | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' | ' | $12.56 | ' | ' | ' | ' | ' | ' |
Simple interest rate per annum from the date of issuance payable on redemption of preferred stock (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Common_Stock_Details
Common Stock (Details) (USD $) | 12 Months Ended | 115 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2011 | |
item | ||||
Common Stock | ' | ' | ' | ' |
Common stock, shares authorized | 104,013,161 | 104,013,161 | 175,000,000 | 104,013,161 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Number of votes for each share of common stock held | 1 | ' | ' | ' |
Dividends declared on common stock (in dollars per share) | ' | $0 | ' | ' |
Dividends paid on common stock (in dollars per share) | ' | $0 | ' | ' |
Common shares issued | 2,432,155 | 2,432,155 | 28,069,579 | 2,393,458 |
Common shares outstanding | 2,432,155 | 2,432,155 | 28,069,579 | 2,393,458 |
Common Stock | ' | ' | ' | ' |
Outstanding stock options to purchase common stock (in shares) | 3,730,000 | 3,730,000 | ' | ' |
Shares available for future issuance under stock option plan | 120,000 | 120,000 | ' | ' |
Total shares of authorized common stock reserved for future issuance | 79,059,000 | 79,059,000 | ' | ' |
Common stock warrants | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 884,000 | 884,000 | ' | ' |
Conversion of preferred stock | Unissued, but designated, Preferred Stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 55,912,000 | 55,912,000 | ' | ' |
Conversion of preferred stock | Preferred Stock warrants | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 248,000 | 248,000 | ' | ' |
Conversion of Series A preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 6,411,000 | 6,411,000 | ' | ' |
Conversion of Series B preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 4,204,000 | 4,204,000 | ' | ' |
Conversion of Series C preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 2,978,000 | 2,978,000 | ' | ' |
Conversion of Series C-1 preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 458,000 | 458,000 | ' | ' |
Conversion of Series D preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 235,000 | 235,000 | ' | ' |
Conversion of Series D-1 preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 637,000 | 637,000 | ' | ' |
Conversion of Series E preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 816,000 | 816,000 | ' | ' |
Conversion of Series F preferred stock | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' |
Total shares of authorized common stock reserved for future issuance | 2,426,000 | 2,426,000 | ' | ' |
Significant_Agreements_Details
Significant Agreements (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 59 Months Ended | 68 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 17 Months Ended | 1 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 20, 2008 | Feb. 20, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 20, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 20, 2008 | Dec. 31, 2012 | Sep. 30, 2013 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Sep. 30, 2013 | Feb. 20, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | |
Series C-1 Preferred Stock | Series C-1 Preferred Stock | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | ||
Original Sotatercept agreement | Original Sotatercept agreement | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | ||||
Discovery stage compounds | Commercial milestones | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | ||||
item | Sotarcept | Minimum | Minimum | Minimum | Maximum | Series C-1 Preferred Stock | Series C-1 Preferred Stock | Common Stock | Discovery stage compounds | Clinical milestones | Clinical milestones | Clinical milestones | Nonrefundable, upfront payments | Research and development funding and milestones | Research and development funding and milestones | Discovery stage compounds | Discovery stage compounds | Sotarcept | Clinical milestones | Clinical milestones | Regulatory milestones | Regulatory milestones | Commercial milestones | Commercial milestones | Minimum | Sotatercept and ACE-536 | Clinical milestones | Clinical milestones | Regulatory milestones | Regulatory milestones | ||||||||
Maximum | item | item | Minimum | item | Sotarcept | Sotarcept | Sotarcept | Sotarcept | Maximum | Discovery stage compounds | Sotarcept | Discovery stage compounds | Sotarcept | Discovery stage compounds | Discovery stage compounds | Discovery stage compounds | Sotarcept | Discovery stage compounds | Sotarcept | |||||||||||||||||||
Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | |||||||||||||||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of license options granted | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,000,000 | ' | ' | $45,000,000 | $34,200,000 | $34,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments receivable | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,300,000 | 88,000,000 | 204,000,000 | 272,000,000 | 150,000,000 | 150,000,000 | ' | ' | ' | ' | 25,500,000 | 27,000,000 | 142,500,000 | 190,000,000 |
Potential royalty rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential option fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares purchased by collaborators | ' | 457,875 | 457,875 | ' | ' | ' | ' | ' | ' | ' | ' | 457,875 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds from IPO | 87,406,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of commitment to purchase common stock by collaborator in a private offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Specified amount of proceeds from IPO considered for purchase of common stock by collaborator | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of gross proceeds from IPO, committed by collaborator for purchase of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of development costs for which collaborator is responsible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 50.00% | ' | ' | ' | ' | ' |
Optional one-time royalty payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Milestone payment receivable on commencement of Phase 2b clinical trial | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,000,000 | $7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of licenses which may be terminated | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement | ' | ' | ' | ' | ' | '180 days | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement on failure to meet certain criteria of licensed product | ' | ' | ' | ' | ' | '45 days | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details1
Significant Agreements (Details 2) (Collaboration arrangement, Celgene, ACE-536 agreement, USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 17 Months Ended | 26 Months Ended | ||||
In Millions, unless otherwise specified | Aug. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 |
Minimum | Minimum | Clinical milestones | Clinical milestones | Clinical milestones | Clinical milestones | Regulatory milestones | Commercial milestones | Nonrefundable, upfront payments | Research and development funding and milestones | Research and development funding and milestones | ||||
item | item | Maximum | Maximum | Maximum | ||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments receivable | ' | ' | ' | ' | ' | ' | ' | ' | $32.50 | $105 | $80 | ' | ' | ' |
Potential royalty rate (as a percent) | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | 10 | 7.5 | ' | ' | ' | ' | 25 | 13.3 | 28.3 |
Milestone payment receivable on commencement of a Phase 3 study in MDS or B-thalassemia | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' |
Number of licensed targets | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement | ' | '180 days | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement on failure to meet certain criteria of licensed product | ' | '45 days | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details2
Significant Agreements (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 17 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Feb. 20, 2008 | Aug. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Aug. 31, 2011 | Jan. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Jan. 31, 2013 | Aug. 31, 2011 | Dec. 31, 2011 | Feb. 20, 2008 | |
Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | |||||||
Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | |||||||
ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | Original Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | Sotatercept agreements | Sotatercept agreements | |||||||
Minimum | Research and development services | Sotatercept joint development committee | ACE 536 joint development committee | Manufacturing services | Minimum | Clinical milestones | Clinical milestones | Clinical milestones | Clinical milestones | Nonrefundable, upfront payments | Clinical milestones | Nonrefundable, upfront payments | |||||||||||||||||||
Subsequent event | |||||||||||||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of worldwide development costs for which collaborator is responsible | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | ' | 50.00% | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000,000 | $34,700,000 | ' | ' | ' | ' | ' | ' | $2,700,000 | ' | ' | ' | ' |
Delivery period of contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total arrangement consideration | ' | ' | ' | ' | ' | ' | ' | ' | 77,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated payments for development activities and manufacturing services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Residual consideration recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BESP of the undelivered elements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,800,000 | 2,900,000 | 3,700,000 | 2,800,000 | ' | 28,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between the estimated payments and the estimated selling prices | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 7,500,000 | 10,000,000 | 25,000,000 | 7,000,000 | 45,000,000 |
Deferred revenue recognized | ' | ' | ' | ' | ' | ' | 600,000 | 500,000 | ' | 1,700,000 | 1,500,000 | 2,000,000 | 54,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 4,800,000 | ' | ' | 7,000,000 | ' |
Net cost-sharing revenue | 3,632,000 | 1,444,000 | 9,666,000 | 4,043,000 | 5,558,000 | 4,760,000 | 3,000,000 | 800,000 | ' | 9,000,000 | 2,100,000 | 2,900,000 | -100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for research and development costs | ' | ' | ' | ' | ' | ' | $0 | $600,000 | ' | $0 | $1,900,000 | $2,800,000 | $2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details3
Significant Agreements (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Sep. 30, 2010 | Sep. 30, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 08, 2011 | Jun. 30, 2013 | |
Nonrefundable, upfront payments | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | |||||||
ACE-031 | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | |||||||
Change in accounting estimate adjustments | ACE-031 | ACE-031 | Licensed compounds other than ACE-031 | Licensed compounds other than ACE-031 | Development milestones | Commercial milestones | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | |||||||||||||
Subsequent event | ActRIIB compounds | ActRIIB compounds | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | |||||||||||||||||
Change in accounting estimate adjustments | Change in accounting estimate adjustments | |||||||||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | ' | ' | ' | ' | 38,800,000 | ' |
Estimated revenue recognition period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | '5 years | ' |
Deferred revenue recognized | ' | ' | ' | ' | ' | ' | 22,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,900,000 | 24,300,000 | 5,700,000 | 7,700,000 | 8,400,000 | ' | 22,400,000 |
Contingent milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 223,800,000 | 228,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of development costs for which collaborator is responsible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | 65.00% | 55.00% | 55.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cost-sharing revenue | 3,632,000 | 1,444,000 | 9,666,000 | 4,043,000 | 5,558,000 | 4,760,000 | ' | 0 | 600,000 | 600,000 | 1,900,000 | 2,700,000 | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for research and development costs | ' | ' | ' | ' | ' | ' | ' | $0 | $200,000 | $200,000 | $600,000 | $700,000 | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details4
Significant Agreements (Details 5) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Oct. 31, 2011 | |
Series D-1 Redeemable Convertible Preferred Stock | Series D-1 Redeemable Convertible Preferred Stock | Collaboration, license, and option agreement | Collaboration, license, and option agreement | Collaboration, license, and option agreement | Collaboration, license, and option agreement | |||||||
Alkermes | Alkermes | Alkermes | Alkermes | |||||||||
Series D-1 Redeemable Convertible Preferred Stock | Nonrefundable, upfront payments | |||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares purchased by collaborators | ' | ' | ' | ' | ' | ' | 636,942 | 636,942 | ' | ' | 636,942 | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.56 | ' |
Gross proceeds from issuance of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,000,000 | ' |
Premium included in price per share of shares issued (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.32 | ' |
Fair value price per share of shares issued (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10.24 | ' |
Premium recognized as deferred license revenue | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | 1,500,000 | ' |
Up-front payment recognized as revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,400,000 |
Net cost-sharing revenue | $3,632,000 | $1,444,000 | $9,666,000 | $4,043,000 | $5,558,000 | $4,760,000 | ' | ' | $0 | $700,000 | ' | ' |
Significant_Agreements_Details5
Significant Agreements (Details 6) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2011 |
Significant Agreements | ' |
Revenue recognized | $1,745 |
Noncollaborative arrangement | Service arrangement | ImmunoGen services agreement | ' |
Significant Agreements | ' |
Revenue recognized | $1,700 |
Significant_Agreements_Details6
Significant Agreements (Details 7) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2004 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2004 | Dec. 31, 2004 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2004 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | Other arrangements | |||||||
Sotarcept | ACE-536 | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with certain individuals | License agreement with certain individuals | License agreement with certain individuals | License agreement with certain individuals | License agreement with certain individuals | License agreement with certain individuals | License agreement with research institution | License agreement with research institution | License agreement with research institution | License agreement with research institution | License agreement with research institution | |||||||
Development milestone | Development milestone | Minimum | Maximum | Common Stock | Dalantercept | Development and commercial milestone | Commercial milestones | |||||||||||||||||||||
Maximum | Maximum | Development and sales milestone | Maximum | |||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued as compensation for licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued as compensation for licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total potential milestone payments | ' | ' | ' | ' | ' | ' | 2,000,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | 1,000,000 | 800,000 |
Milestone fees payable as percentage of research and U.S. development progress and sublicensing revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty payable as percentage of net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' |
Milestones and fees expensed | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | 0 | 50,000 | 0 | 0 | 100,000 | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' |
Fees based on sublicensing revenue expensed | 8,143,000 | 8,722,000 | 25,834,000 | 25,646,000 | 35,319,000 | 32,713,000 | ' | ' | ' | ' | ' | ' | 0 | 500,000 | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | ' | ' |
Percentage of reduction in royalty rate for a period of time after patent expiration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' |
Annual payment upon first commercial sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 04, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | |
item | Non-employee | Non-employee | Options | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | ||
Minimum | Options | Options | ||||||||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock which may be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,937,500 | ' | ' | ' | ' |
Remaining shares reserved for issuance | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | 119,542 | ' | 155,884 | ' | ' |
Expiration period of options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years |
Vesting period of stock options and restricted stock awards | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '4 years | ' | ' | ' | ' |
Number of employees whose awards were modified | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of vested options post termination | ' | ' | ' | ' | '3 years 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock compensation expense | ' | ' | $36,000 | $200,000 | ' | $493,000 | $332,000 | $1,441,000 | $861,000 | $1,206,000 | $1,427,000 | ' | ' | ' |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Grants | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | 3,730,000 | ' |
2003 Plan | ' | ' | ' | ' | ' | ' |
Compensation cost recognized | ' | ' | ' | ' | ' | ' |
Total compensation cost recognized | $493,000 | $332,000 | $1,441,000 | $861,000 | $1,206,000 | $1,427,000 |
Number of Grants | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of period (in shares) | ' | ' | 3,730,000 | 3,151,000 | 3,151,000 | ' |
Granted (in shares) | ' | ' | 8,750 | ' | 722,000 | 334,175 |
Exercised (in shares) | ' | ' | -37,532 | ' | -38,697 | -94,748 |
Canceled or forfeited (in shares) | ' | ' | -45,000 | ' | -104,000 | ' |
Outstanding at the end of the period (in shares) | 3,656,000 | ' | 3,656,000 | ' | 3,730,000 | 3,151,000 |
Exercisable at the end of the period (in shares) | 2,665,000 | ' | 2,665,000 | ' | 2,379,000 | ' |
Vested and expected to vest at the end of the period (in shares) | 3,604,000 | ' | 3,604,000 | ' | 3,637,000 | ' |
Weighted-Average Exercise Price Per Share | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of period (in dollars per share) | ' | ' | $4.16 | $3.76 | $3.76 | ' |
Granted (in dollars per share) | ' | ' | $9.64 | ' | $5.76 | $5.12 |
Exercised (in dollars per share) | ' | ' | $1.34 | ' | $4.04 | ' |
Canceled or forfeited (in dollars per share) | ' | ' | $4.31 | ' | $4.32 | ' |
Outstanding at the end of the period (in dollars per share) | $4.18 | ' | $4.18 | ' | $4.16 | $3.76 |
Exercisable at the end of the period (in dollars per share) | $3.78 | ' | $3.78 | ' | $3.56 | ' |
Vested and expected to vest at the end of the period (in dollars per share) | $4.16 | ' | $4.16 | ' | $4.12 | ' |
Weighted-Average Contractual Life | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | '6 years | ' | '6 years 7 months 13 days | '6 years 10 months 17 days |
Exercisable at the end of the period | ' | ' | '5 years 1 month 13 days | ' | '5 years 3 months 25 days | ' |
Vested and expected to vest at the end of the period | ' | ' | '5 years 11 months 16 days | ' | '6 years 6 months 18 days | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | 65,987,000 | ' | 65,987,000 | ' | 13,946,000 | 4,968,000 |
Exercisable at the end of the period | 49,173,000 | ' | 49,173,000 | ' | 10,250,000 | ' |
Vested and expected to vest at the end of the period | 65,113,000 | ' | 65,113,000 | ' | 13,722,000 | ' |
Additional disclosure | ' | ' | ' | ' | ' | ' |
Total proceeds from options exercised | ' | ' | 50,000 | ' | 200,000 | 200,000 |
Aggregate intrinsic value of options exercised | ' | ' | 306,000 | ' | 47,000 | ' |
Unrecognized compensation expense related to unvested stock options | 3,300,000 | ' | 3,300,000 | ' | 4,400,000 | ' |
Weighted-average period over which unrecognized compensation expense related to unvested stock options is expected to be recognized | ' | ' | ' | ' | '2 years 10 months 24 days | ' |
2003 Plan | Options | ' | ' | ' | ' | ' | ' |
Weighted-average assumptions for estimating fair value of each option issued to employees at the date of grant using the Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | 66.90% | 70.30% | 66.90% | 69.00% | 66.00% |
Expected term | ' | '6 years | '6 years | '6 years | '6 years | '6 years |
Risk-free interest rate (as a percent) | ' | 0.90% | 1.40% | 0.90% | 0.90% | 1.10% |
Expected dividend yield (as a percent) | ' | ' | 0.00% | ' | 0.00% | ' |
Additional disclosure | ' | ' | ' | ' | ' | ' |
Weighted-average period over which unrecognized compensation expense related to unvested stock options is expected to be recognized | ' | ' | '2 years 2 months 12 days | ' | ' | ' |
2003 Plan | Research and development | ' | ' | ' | ' | ' | ' |
Compensation cost recognized | ' | ' | ' | ' | ' | ' |
Total compensation cost recognized | 149,000 | 137,000 | 460,000 | 374,000 | 514,000 | 686,000 |
2003 Plan | General and administrative | ' | ' | ' | ' | ' | ' |
Compensation cost recognized | ' | ' | ' | ' | ' | ' |
Total compensation cost recognized | $344,000 | $196,000 | $981,000 | $487,000 | $692,000 | $741,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes | ' | ' |
Income (loss) before income taxes | ($32,600,000) | $36,300,000 |
Deferred tax assets: | ' | ' |
U.S. and state net operating loss carryforwards | 35,584,000 | 20,016,000 |
Research and development credits | 5,384,000 | 5,383,000 |
Deferred revenue | 21,882,000 | 25,690,000 |
Accruals and other temporary differences | 5,333,000 | 5,889,000 |
Total deferred tax assets | 68,183,000 | 56,978,000 |
Less valuation allowance | -68,183,000 | -56,978,000 |
Net deferred tax assets | 0 | 0 |
Valuation allowance | ' | ' |
Increase (decrease) in valuation allowance | 11,200,000 | -14,300,000 |
Reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements | ' | ' |
Federal income tax expense at statutory rate (as a percent) | 34.00% | 34.00% |
State income tax, net of federal benefit (as a percent) | 4.20% | 5.00% |
Permanent differences (as a percent) | -3.40% | 1.50% |
Research and development credit (as a percent) | ' | -1.00% |
Other (as a percent) | -0.40% | ' |
Change in valuation allowance (as a percent) | -34.40% | -39.50% |
Effective income tax rate (as a percent) | 0.00% | 0.00% |
Federal | ' | ' |
Operating loss carryforwards | ' | ' |
Net operating loss carryforwards | 93,300,000 | 53,600,000 |
State | ' | ' |
Operating loss carryforwards | ' | ' |
Net operating loss carryforwards | $75,400,000 | $35,800,000 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Disclosure relating to uncertain tax position | ' | ' |
Accrued interest | $0 | $0 |
Accrued penalties | 0 | 0 |
Interest recognized | 0 | 0 |
Penalty recognized | 0 | 0 |
Uncertain tax position | 0 | 0 |
Research and development | Federal | ' | ' |
Tax credit carryforwards | ' | ' |
Tax credit carryforwards | 3.8 | 3.8 |
Research and development | State | ' | ' |
Tax credit carryforwards | ' | ' |
Tax credit carryforwards | $2.40 | $2.40 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 26, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 26, 2009 | Mar. 18, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 18, 2010 | Jun. 07, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 07, 2012 | Jun. 07, 2012 |
In Millions, except Share data, unless otherwise specified | 2009 Senior Loan Agreement | 2009 Senior Loan Agreement | 2009 Senior Loan Agreement | 2009 Senior Loan Agreement | 2010 Loan Modification Agreement | 2010 Loan Modification Agreement | 2010 Loan Modification Agreement | 2010 Loan Modification Agreement | Loan Agreement | Loan Agreement | Loan Agreement | Loan Agreement | Loan Agreement | |||
item | Series C-1 Preferred Stock | item | Series D-1 Preferred Stock | item | Maximum | Minimum | ||||||||||
Long-Term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of lenders | ' | ' | ' | 3 | ' | ' | ' | 3 | ' | ' | ' | 3 | ' | ' | ' | ' |
Funding commitment | ' | ' | ' | $10 | ' | ' | ' | $10 | ' | ' | ' | ' | ' | ' | ' | ' |
Payment period of debt | ' | ' | ' | '36 months | ' | ' | ' | '27 months | ' | ' | ' | '42 months | ' | ' | ' | ' |
Number of interest only payments | ' | ' | ' | 6 | ' | ' | ' | 3 | ' | ' | ' | 12 | ' | ' | ' | ' |
Remaining payment period of debt | ' | ' | ' | '30 months | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | 12.70% | ' | ' | ' | 15.00% | ' | ' | ' | 8.50% | ' | ' | ' | ' |
Issue of warrants to purchase preferred stock (in shares) | 1,013,000 | 1,134,000 | 1,134,000 | ' | ' | ' | 45,786 | ' | ' | ' | 63,693 | ' | ' | ' | ' | ' |
Fair value of warrants at the time of issuance | ' | ' | ' | ' | ' | ' | 0.3 | ' | ' | ' | 0.5 | ' | ' | ' | ' | ' |
Outstanding balance | ' | ' | ' | ' | 0 | 2.3 | ' | ' | 0 | 3.2 | ' | ' | 18.2 | 20 | ' | ' |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' |
Number of principal and interest payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30 | ' | ' | ' | ' |
Closing fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.2 | ' | ' | ' | ' |
Period of amortization of financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '42 months | ' | ' | ' | ' |
Effective interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.80% | ' | ' | ' | ' |
Value of equity subject to right held by lenders when net proceeds from the sale of equity securities to third parties exceeds specified amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Net cash proceeds covenant amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 |
LongTerm_Debt_Details_2
Long-Term Debt (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 07, 2012 |
In Thousands, unless otherwise specified | Loan Agreement | |||
Future minimum payments related to long-term debt | ' | ' | ' | ' |
2013 | ' | $5,304 | ' | ' |
2014 | ' | 8,908 | ' | ' |
2015 | ' | 10,108 | ' | ' |
Less amount representing interest | ' | -3,120 | ' | ' |
Less Deferred Fee | ' | -1,200 | ' | -1,200 |
Future minimum principal payments | ' | 20,000 | ' | ' |
Less current portion | 7,656 | 3,668 | 5,997 | ' |
Noncurrent financing obligations | ' | $16,332 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2010 | Feb. 29, 2008 | Jun. 30, 2010 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 28, 2008 | Dec. 31, 2013 | |
Series C-1 Preferred Stock | Series C-1 Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Alkermes | Alkermes | Alkermes | Alkermes | Alkermes | CEO | CEO | CEO | CEO | |||||||
Common Stock | Series C-1 Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Common Stock | Preferred stock | Subsequent event | |||||||||||||||||||||||||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold | ' | ' | ' | ' | ' | ' | 457,875 | 457,875 | 816,060 | 816,060 | 2,426,171 | 2,426,171 | ' | ' | ' | ' | ' | ' | ' | 457,875 | 36,496 | 1,990,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares that can be purchased through warrants | 1,013,000 | ' | 1,013,000 | ' | 1,134,000 | 1,134,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,979 | ' | ' | ' | ' | ' | ' | 42,624 | ' | ' | ' | ' | ' |
Ownership percentage of entity's fully diluted equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.80% | ' | 9.80% | ' | 9.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | $8,600,000 | ' | $8,600,000 | ' | $10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License and milestone | 638,000 | 2,461,000 | 36,044,000 | 7,226,000 | 9,696,000 | 74,406,000 | ' | ' | ' | ' | ' | ' | 638,000 | 535,000 | 11,722,000 | 1,491,000 | 2,035,000 | 63,607,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost-sharing, net | 3,632,000 | 1,444,000 | 9,666,000 | 4,043,000 | 5,558,000 | 4,760,000 | ' | ' | ' | ' | ' | ' | 3,632,000 | 846,000 | 9,041,000 | 2,106,000 | 2,879,000 | -121,000 | ' | ' | ' | ' | 0 | 0 | 700,000 | ' | ' | ' | ' | ' | ' |
Collaboration revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,270,000 | 1,381,000 | 20,763,000 | 3,597,000 | 4,914,000 | 63,486,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 695,250 | ' | ' | ' | ' |
Amount of Note Receivable issued | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Annual interest rate on Note Receivable (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.11% | 3.11% | ' | ' |
Loan receivable forgiven | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | $200,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||
Sep. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 04, 2013 | Sep. 30, 2013 | Sep. 04, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 04, 2013 | Aug. 23, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | Sep. 04, 2013 | |
2013 Plan | 2013 Plan | 2003 Plan | 2003 Plan | 2013 ESPP | 2013 ESPP | Common stock | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | Subsequent event | |||||
2013 Plan | 2003 Plan | 2013 ESPP | Common stock | Redeemable convertible preferred stock | |||||||||||||
Subsequent Events | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25 | ' | ' | ' | ' | 0.25 | 0.25 |
Shares reserved for issuance | ' | ' | 79,059,000 | ' | 1,500,000 | 1,500,000 | ' | ' | ' | 275,000 | ' | ' | 1,500,000 | ' | 275,000 | ' | ' |
Remaining shares reserved for issuance | ' | ' | 120,000 | ' | ' | ' | 155,884 | 119,542 | ' | ' | ' | ' | ' | 155,884 | ' | ' | ' |
Additional shares authorized under the new plan | ' | ' | ' | ' | 1,344,116 | ' | ' | ' | ' | ' | ' | ' | 1,344,116 | ' | ' | ' | ' |
Annual increase in shares authorized under the plan, shares threshold | ' | ' | ' | ' | 3,150,000 | ' | ' | ' | ' | ' | ' | ' | 3,150,000 | ' | ' | ' | ' |
Percentage threshold of outstanding shares as of December 31 of each year for calculation of annual increase in authorized shares under the plan | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' |
Purchase price of common stock expressed as a percentage of the fair market value of a share of common stock | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | 85.00% | ' | ' |
Common stock, shares authorized | ' | 175,000,000 | 104,013,161 | 104,013,161 | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | ' |
Preferred stock authorized (in shares) | ' | 25,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $116,479 | $39,611 |
Collaboration receivables (includes related party amounts of $3,713 and $1,840 at September 30, 2013 and December 31, 2012, respectively) | 4,103 | 2,776 |
Prepaid expenses and other current assets | 2,179 | 1,474 |
Total current assets | 122,761 | 43,861 |
Property and equipment, net | 3,564 | 4,059 |
Restricted cash | 913 | 913 |
Related party receivables | ' | 233 |
Other assets | 22 | 146 |
Total assets | 127,260 | 49,212 |
Current liabilities: | ' | ' |
Accounts payable | 891 | 642 |
Accrued expenses (includes related party amounts of $0 and $861 at September 30, 2013 and December 31, 2012, respectively) | 5,126 | 6,153 |
Deferred revenue | 2,351 | 27,840 |
Deferred rent | 499 | 499 |
Notes payable, net of discount | 7,656 | 3,668 |
Total current liabilities | 16,523 | 38,802 |
Deferred revenue, net of current portion | 6,205 | 6,760 |
Deferred rent, net of current portion | 2,463 | 2,837 |
Notes payable, net of current portion and discount | 10,979 | 16,525 |
Warrants to purchase redeemable convertible preferred stock | ' | 1,422 |
Warrants to purchase common stock | 16,526 | 5,229 |
Total liabilities | 52,696 | 71,575 |
Commitments and contingencies (Note 13) | ' | ' |
Redeemable convertible preferred stock | ' | 268,610 |
Stockholders' equity (deficit): | ' | ' |
Undesignated preferred stock, $0.001 par value: 25,000,000 shares authorized and no shares issued or outstanding at September 30, 2013; No shares authorized, issued or outstanding at December 2012 | ' | ' |
Common stock, $0.001 par value: 175,000,000 and 104,013,161 shares authorized at September 30, 2013 and December 31, 2012, respectively; 28,069,579, and 2,432,155 shares issued and outstanding at September 30, 2013, and December 31, 2012, respectively | 35 | 3 |
Additional paid-in capital | 248,750 | 0 |
Accumulated deficit | -174,221 | -290,976 |
Total stockholders' equity (deficit) | 74,564 | -290,973 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit) | $127,260 | $49,212 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Condensed Balance Sheets | ' | ' |
Collaboration receivables from related party (in dollars) | $3,713 | $1,840 |
Accrued expenses due to related party (in dollars) | $0 | $861 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 175,000,000 | 104,013,161 |
Common stock, shares issued | 28,069,579 | 2,432,155 |
Common stock, shares outstanding | 28,069,579 | 2,432,155 |
Condensed_Statements_of_Operat
Condensed Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Collaboration revenue: | ' | ' | ' | ' |
License and milestone | $638 | $2,461 | $36,044 | $7,226 |
Cost-sharing, net | 3,632 | 1,444 | 9,666 | 4,043 |
Total revenue | 4,270 | 3,905 | 45,710 | 11,269 |
Costs and expenses: | ' | ' | ' | ' |
Research and development | 8,143 | 8,722 | 25,834 | 25,646 |
General and administrative | 3,011 | 2,041 | 9,472 | 6,318 |
Total costs and expenses | 11,154 | 10,763 | 35,306 | 31,964 |
(Loss) income from operations | -6,884 | -6,858 | 10,404 | -20,695 |
Other (expense) income: | ' | ' | ' | ' |
Other (expense) income, net | -11,149 | 132 | -12,571 | -565 |
Interest income | 5 | 22 | 25 | 75 |
Interest expense | -485 | -511 | -1,646 | -1,018 |
Total other expense, net | -11,629 | -357 | -14,192 | -1,508 |
Net loss | -18,513 | -7,215 | -3,788 | -22,203 |
Comprehensive loss | -18,513 | -7,215 | -3,788 | -22,203 |
Reconciliation of net loss to net loss applicable to common stockholders: | ' | ' | ' | ' |
Net Loss | -18,513 | -7,215 | -3,788 | -22,203 |
Accretion of dividends, interest, redemption value and issuance costs on redeemable convertible preferred stock | -6,272 | -6,747 | -19,870 | -20,293 |
Gain on extinguishment of redeemable convertible preferred stock | ' | ' | 2,765 | ' |
Net income (loss) | ($24,785) | ($13,962) | ($20,893) | ($42,496) |
Net loss per share applicable to common stockholders: (Note 8) | ' | ' | ' | ' |
Basic and diluted (in dollars per share) | ($5.62) | ($5.82) | ($6.74) | ($17.73) |
Weighted-average number of common shares used in computing net loss per share applicable to common stockholders: | ' | ' | ' | ' |
Basic and diluted (in shares) | 4,406 | 2,400 | 3,100 | 2,397 |
Condensed_Statements_of_Operat1
Condensed Statements of Operations and Comprehensive Loss (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Condensed Statements of Operations and Comprehensive Loss | ' | ' | ' | ' | ' | ' |
Related party revenue | $4,270 | $1,381 | $20,763 | $3,597 | $4,914 | $64,220 |
Condensed_Statements_of_Cash_F
Condensed Statements of Cash Flows (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Operating Activities | ' |
Net Loss | ($3,788) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Depreciation and amortization | 681 |
Stock-based compensation | 1,441 |
Accretion of deferred interest | 257 |
Amortization of deferred debt issuance costs | 182 |
Change in fair value of warrants | 12,649 |
Gain on retirement of warrants | -76 |
Forgiveness of related party receivable | 237 |
Changes in assets and liabilities: | ' |
Prepaid expenses and other current assets | -762 |
Collaboration receivables | -1,327 |
Related party receivable | -4 |
Accounts payable | 243 |
Accrued expenses | -1,602 |
Deferred revenue | -26,044 |
Deferred rent | -373 |
Net cash used in operating activities | -18,286 |
Investing Activities | ' |
Purchases of property and equipment | -187 |
Net cash used in investing activities | -187 |
Financing Activities | ' |
Proceeds from issuance of common stock from initial public offering, net issuance costs | 87,406 |
Proceeds from issuance of common stock from private placement | 10,000 |
Payments of long-term debt | -1,815 |
Payments made to repurchase redeemable convertible preferred stock, common stock and warrants to purchase common stock | -300 |
Proceeds from exercise of stock options and warrants to purchase common stock | 50 |
Net cash provided by financing activities | 95,341 |
Net increase (decrease) in cash and cash equivalents | 76,868 |
Cash and cash equivalents at beginning of period | 39,611 |
Cash and cash equivalents at end of period | 116,479 |
Supplemental Disclosure of Cash Flow Information: | ' |
Cash paid for interest | 1,262 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ' |
Accretion of dividends, interest, redemption value, and issuance costs on preferred stock | 19,870 |
Cashless exercise of warrants | 678 |
Initial public offering costs included in accounts payable and accrued expense | 582 |
Reclassification of warrant liability to additional paid-in capital | 2,013 |
Conversion of redeemable convertible preferred stock into common stock | $286,094 |
Nature_of_Business1
Nature of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Nature of Business | ' | ' |
Nature of Business | ' | ' |
1. Nature of Business | 1. Nature of Business | |
Acceleron Pharma Inc. (Acceleron or the Company) was incorporated in the state of Delaware on June 13, 2003, as Phoenix Pharma, Inc. The Company subsequently changed its name to Acceleron Pharma Inc. and commenced operations in February 2004. The Company is a Cambridge, Massachusetts-based biopharmaceutical company focused on the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. The Company's research focuses on the biology of the Transforming Growth Factor-Beta (TGF-b) protein superfamily, a large and diverse group of molecules that regulate the growth and repair of tissues throughout the human body. By coupling its discovery and development expertise, including its proprietary knowledge of the TGF-b superfamily, with internal protein engineering and manufacturing capabilities, the Company has built a highly productive research and development platform that has generated numerous innovative protein therapeutics with novel mechanisms of action. The Company has internally discovered three protein therapeutics that are currently being studied in 12 ongoing Phase 2 clinical trials, focused on the areas of cancer and rare diseases. | Acceleron Pharma Inc. (Acceleron or the Company) was incorporated in the state of Delaware on June 13, 2003, as Phoenix Pharma, Inc. The Company subsequently changed its name to Acceleron Pharma Inc. and commenced operations in February 2004. The Company is a Cambridge, Massachusetts-based biopharmaceutical company focused on the discovery, development and commercialization of novel protein therapeutics for cancer and rare diseases. The Company's research focuses on the biology of the Transforming Growth Factor-Beta (TGF-b) protein superfamily, a large and diverse group of molecules that regulate the growth and repair of tissues throughout the human body. By coupling its discovery and development expertise, including its proprietary knowledge of the TGF-b superfamily, with internal protein engineering and manufacturing capabilities, the Company has built a highly productive research and development platform that has generated numerous innovative protein therapeutics with novel mechanisms of action. The Company has internally discovered three protein therapeutics that are currently being studied in 12 ongoing Phase 2 clinical trials, focused on the areas of cancer and rare diseases. | |
The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risk that the Company never achieves profitability, the need for substantial additional financing, risk of relying on third parties, risks of clinical trial failures, dependence on key personnel, protection of proprietary technology and compliance with government regulations. | The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risk that the Company never achieves profitability, the need for substantial additional financing, risk of relying on third parties, risks of clinical trial failures, dependence on key personnel, protection of proprietary technology and compliance with government regulations. | |
Liquidity | ||
As of December 31, 2012, the Company had an accumulated deficit of $291.0 million, and will require substantial additional capital to fund its research and development. The Company believes that its cash resources of $39.6 million at December 31, 2012 will be sufficient to allow the Company to fund its current operating plan through January 1, 2014; however, the Company will be required to raise additional capital to fund operations beyond this time. As the Company continues to incur losses, a transition to profitability is dependent upon the successful development, approval and commercialization of its product candidates and the achievement of a level of revenues adequate to support the Company's cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through the sale of equity, debt financings or other sources, including potential additional collaborations. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. | ||
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
2. Basis of Presentation | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | |
The accompanying interim balance sheet as of September 30, 2013, the statements of operations and comprehensive loss for the three and nine months ended September 30, 2013 and 2012 and statements of cash flows for the nine months ended September 30, 2013 and 2012, and the financial data and other information disclosed in these notes related to the nine months ended September 30, 2013 and 2012 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements as of and for the year ended December 31, 2012, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company's financial position as of September 30, 2013, and the results of its operations and its cash flows for the three and nine months ended September 30, 2013 and 2012. | |
The results for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013, any other interim periods, or any future year or period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2012, and the notes thereto, which are included in the Company's Prospectus that forms a part of the Company's Registration Statement on Form S-1 (File No. 333-190417), which was filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b) on September 19, 2013 (the Prospectus). | |
On September 24, 2013 the Company completed its initial public offering (IPO) whereby the Company sold 6,417,000 shares of common stock (including 837,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option by the underwriters in connection with the offering) at a price of $15.00 per share. The shares began trading on the Nasdaq Global Select Market on September 19, 2013. The aggregate net proceeds received by the Company from the offering were $86.8 million, net of underwriting discounts and commissions and estimated offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 18,516,993 shares of common stock and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 141,370 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability of $2.0 million to additional paid-in capital. Additionally, the Company is now authorized to issue 175,000,000 shares of common stock and 25,000,000 shares of undesignated preferred stock. | |
On September 24, 2013 the Company also completed the sale of a private placement of 666,667 shares of common stock to Celgene Corporation at the IPO price of $15.00 per share concurrent with and at the same offer price as the IPO. The aggregate net proceeds received by the Company from the concurrent private placement were $10.0 million. | |
On August 23, 2013, the board of directors (the Board) and the stockholders of the Company approved a one-for-four reverse stock split of the Company's outstanding common stock, which was effected on September 3, 2013. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. The Company's historical share and per share information have been retroactively adjusted to give effect to this reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. | |
The accompanying condensed financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of September 30, 2013, the Company's significant accounting policies and estimates, which are detailed in the Company's Prospectus, have not changed. | |
Use_of_Estimates
Use of Estimates | 9 Months Ended |
Sep. 30, 2013 | |
Use of Estimates | ' |
Use of Estimates | ' |
3. Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts expensed during the reporting period. Actual results could materially differ from those estimates. | |
Management considers many factors in selecting appropriate financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including: expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. In preparing these financial statements, management used significant estimates in the following areas, among others: revenue recognition, stock-based compensation expense, the determination of the fair value of stock-based awards, the fair value of liability-classified warrants, accrued expenses, and the recoverability of the Company's net deferred tax assets and related valuation allowance. | |
The Company utilized significant estimates and assumptions in determining the fair value of its common stock prior to the completion of the IPO. The Board determined the estimated fair value of the Company's common stock based on a number of objective and subjective factors, including external market conditions affecting the biotechnology industry sector and the prices at which the Company sold shares of redeemable convertible preferred stock, the superior rights and preferences of securities senior to the Company's common stock at the time, and the likelihood of achieving a liquidity event, such as an IPO or sale of the Company. | |
Segment_Information
Segment Information | 9 Months Ended |
Sep. 30, 2013 | |
Segment Information | ' |
Segment Information | ' |
4. Segment Information | |
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company's chief operating decision maker is the chief executive officer. The Company and the chief executive officer view the Company's operations and manage its business as one operating segment. All material long-lived assets of the Company reside in the United States. The Company does use contract research organizations (CROs) and research institutions located outside the United States. Some of these expenses are subject to collaboration reimbursement which is presented as a component of cost sharing, net in the statement of operations and comprehensive loss. | |
Cash_and_Cash_Equivalents_and_
Cash and Cash Equivalents and Restricted cash | 9 Months Ended |
Sep. 30, 2013 | |
Cash and Cash Equivalents and Restricted cash | ' |
Cash and Cash Equivalents and Restricted cash | ' |
5. Cash and Cash Equivalents and Restricted cash | |
The Company considers all highly liquid investments purchased with original maturities of 90 days or less at acquisition to be cash equivalents. Cash and cash equivalents include cash held in banks and amounts held in interest-bearing money market accounts. Cash equivalents are carried at cost, which approximates their fair market value. As of September 30, 2013 and December 31, 2012, the Company maintained letters of credit totaling $0.9 million held in the form of a money market account as collateral for the Company's facility lease obligations and its credit cards. | |
Concentrations_of_Credit_Risk_
Concentrations of Credit Risk and Off-Balance Sheet Risk | 9 Months Ended |
Sep. 30, 2013 | |
Concentrations of Credit Risk and Off-Balance Sheet Risk | ' |
Concentrations of Credit Risk and Off-Balance Sheet Risk | ' |
6. Concentrations of Credit Risk and Off-Balance Sheet Risk | |
The Company has no off-balance sheet risk, such as foreign exchange contracts, option contracts, or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents, restricted cash and accounts receivable. The Company maintains its cash and cash equivalent balances in the form of money market accounts with financial institutions that management believes are creditworthy. The Company's investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. | |
The Company routinely assesses the creditworthiness of its customers and collaboration partners. The Company has not experienced any material losses related to receivables from individual customers and collaboration partners, or groups of customers. The Company does not require collateral. Due to these factors, no additional credit risk beyond amounts provided for collection losses is believed by management to be probable in the Company's accounts receivable. | |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
7. Fair Value Measurements | ||||||||||||||
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company's own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company's assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. | ||||||||||||||
ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes between the following: | ||||||||||||||
• | ||||||||||||||
Level 1—Quoted market prices in active markets for identical assets or liabilities. | ||||||||||||||
• | ||||||||||||||
Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates, and yield curves. | ||||||||||||||
• | ||||||||||||||
Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant would use. | ||||||||||||||
To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||||||||||||||
Items measured at fair value on a recurring basis include warrants to purchase redeemable convertible preferred stock and warrants to purchase common stock (Note 7). During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value using Level 3 inputs. | ||||||||||||||
The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||
September 30, 2013 | ||||||||||||||
Quoted Prices | Significant Other | Significant | Total | |||||||||||
in Active Markets | Observable | Unobservable | ||||||||||||
for Identical Items | Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 116,382 | $ | — | $ | — | $ | 116,382 | ||||||
Restricted cash | 913 | — | — | 913 | ||||||||||
Total assets | $ | 117,295 | $ | — | $ | — | $ | 117,295 | ||||||
Liabilities: | ||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | — | $ | — | ||||||
Warrants to purchase common stock | — | — | 16,526 | 16,526 | ||||||||||
Total liabilities | $ | — | $ | — | $ | 16,526 | $ | 16,526 | ||||||
December 31, 2012 | ||||||||||||||
Quoted Prices | Significant other | Significant | Total | |||||||||||
in Active Markets | Observable | Unobservable | ||||||||||||
for Identical Items | Inputs | Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: | ||||||||||||||
Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | ||||||
Restricted cash | 913 | — | — | 913 | ||||||||||
Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | ||||||
Liabilities: | ||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | ||||||
Warrants to purchase common stock | — | — | 5,229 | 5,229 | ||||||||||
Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | ||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which have been classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Beginning balance | $ | 7,390 | $ | 5,089 | $ | 6,651 | $ | 4,393 | ||||||
Change in fair value | 11,149 | (132 | ) | 12,649 | 564 | |||||||||
Exercises | — | — | (678 | ) | — | |||||||||
Repurchases | — | — | (83 | ) | — | |||||||||
Conversions | (2,013 | ) | — | (2,013 | ) | — | ||||||||
Ending balance | $ | 16,526 | $ | 4,957 | $ | 16,526 | $ | 4,957 | ||||||
The money market funds noted above are included in cash and cash equivalents in the accompanying balance sheets. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the nine months ended September 30, 2013 or the year ended December 31, 2012 except for the transfer out of the warrants to purchase redeemable convertible preferred stock as described below. | ||||||||||||||
During the three and nine months ended September 30, 2013, as a result of the closing of the IPO, the warrants to purchase preferred stock were converted to warrants to purchase common stock. The resulting warrants to purchase common stock meet the criteria to be classified as permanent equity and are no longer required to be measured at fair value at each reporting period. | ||||||||||||||
The fair value of the warrants to purchase preferred stock that were classified as liabilities was estimated using the Black-Scholes option pricing model at the date of issuance and on each re-measurement date. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock, stock price volatility, the contractual term of the warrants, risk free interest rates, and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 3 measurement. See Note 12 for further discussions of the accounting for the warrants, as well as for a summary of the significant inputs and assumptions used to determine the fair value of the warrants. | ||||||||||||||
The fair value of warrants to purchase common stock that are classified as liabilities is estimated using a Monte Carlo model. This method of valuation involves using inputs such as the fair value of a share of common stock, stock price volatility, and the contractual term of the warrants. Due to the nature of these inputs, the valuation fo the warrants is considered a Level 3 measurement. | ||||||||||||||
The Company measures eligible assets and liabilities at fair value, with changes in value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities, and did not elect the fair value option for any financial assets and liabilities transacted in the nine months ended September 30, 2013 or the year ended December 31, 2012. | ||||||||||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of September 30, 2013 and December 31, 2012, the Company does not have any significant uncertain tax positions. | ||||||||||||||
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Net Loss Per Share | ' | |||||||||||||
Net Loss Per Share | ' | |||||||||||||
8. Net Loss Per Share | ||||||||||||||
The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | ||||||||||||||
Three Months | Nine Months | |||||||||||||
Ended | Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Outstanding stock options | 3,667 | 3,352 | 3,690 | 3,232 | ||||||||||
Common stock warrants | 881 | 884 | 874 | 884 | ||||||||||
Preferred stock | 16,658 | 18,166 | 17,609 | 18,166 | ||||||||||
Preferred stock warrants | 130 | 248 | 152 | 248 | ||||||||||
21,336 | 22,650 | 22,325 | 22,530 | |||||||||||
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2013 | |
Comprehensive Income (Loss) | ' |
Comprehensive Income (Loss) | ' |
9. Comprehensive Income (Loss) | |
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions, other events, and circumstances from non-owner sources. Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss), which includes certain changes in equity that are excluded from net income (loss). Comprehensive loss has been disclosed in the accompanying statements of operations and comprehensive income (loss) and equals the Company's net loss for all periods presented. | |
Subsequent_Events1
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Subsequent Events | ' | ' |
Subsequent Events | ' | ' |
10. Subsequent Events | 16. Subsequent Events | |
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events requiring disclosure. | The Company has completed an evaluation of all subsequent events after the audited balance sheet date of December 31, 2012 through September 5, 2013, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of December 31, 2012, and events which occurred subsequently but were not recognized in the financial statements. The Company has concluded that no subsequent events have occurred that require disclosure, except as disclosed within these financial statements and except as described below. | |
On September 4, 2013, the Board approved the following actions, which were approved by the stockholders on the same day: | ||
• | ||
A 1-for-4 reverse stock split of the Company's common stock and redeemable convertible preferred stock, which was effective on September 5, 2013. All share and per share data shown in the accompanying financial statements and related notes have been retroactively revised to reflect the reverse stock split. | ||
• | ||
The adoption of the 2013 Equity Incentive Plan (the 2013 Plan). The Company has reserved for issuance an aggregate of 1,500,000 shares of common stock under the 2013 Plan which is comprised of (i) the remaining 155,884 shares reserved for issuance under the 2003 Plan and (ii) an additional 1,344,116 shares. The 2013 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by the lesser of (i) 3,150,000 shares, or (ii) 4% of the outstanding number of shares of the Company's common stock on the immediately preceding December 31st. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company's capitalization. | ||
• | ||
The adoption of the 2013 Employee Stock Purchase Plan (the 2013 ESPP). Under the 2013 ESPP, 275,000 shares of the Company's common stock will be available for issuance and eligible employees of the Company may purchase shares of common stock during pre-specified purchase periods at a price equal to the lesser of 85% of the fair market value of a share of its common stock at the beginning of the purchase period or 85% of the fair market value of a share of its common stock at the end of the purchase period. The Board has not determined the date on which the initial purchase period will commence under the 2013 ESPP, although the initial purchase period will not commence prior to the completion of the Company's IPO. | ||
On September 4, 2013, the Board also approved for filing immediately following the effectiveness of the Company's registration statement in connection with its IPO, the Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 104,013,161 to 175,000,000, to authorize 25,000,000 shares of undesignated preferred stock, par value $0.001 per share, and to eliminate all references to the previously designated Series Preferred Stock. This Restated Certificate of Incorporation was approved by the stockholders on September 4, 2013. | ||
Recently_Adopted_Accounting_Pr
Recently Adopted Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recently Adopted Accounting Pronouncements | ' |
Recently Adopted Accounting Pronouncements | ' |
11. Recently Adopted Accounting Pronouncements | |
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. | |
Warrants1
Warrants | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
12. Warrants | 6. Warrants | |||||||||||||||||||||||||||||||
Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | |||||||||||||||||||||||||||||||
Balance Sheet | Balance Sheet Classification | |||||||||||||||||||||||||||||||
Warrants as of | Weighted- | Classification | Warrants as of | Weighted- | ||||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||||||
Exercise | Exercise | December 31, | ||||||||||||||||||||||||||||||
Price Per | December 31, | December 31, | Price | |||||||||||||||||||||||||||||
September 30, | December 31, | Share | Expiration | September 30, | December 31, | 2011 | 2012 | Per Share | Expiration | 2011 | 2012 | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Warrant to purchase Series A Preferred Stock | 107 | 107 | $ | 4 | February 28, 2013 | Liability | Liability(1) | |||||||||||||||||||||
Warrant to purchase Series A Preferred Stock | — | 107 | $ | 4 | February 28, 2013 | N/A(1) | Liability | Warrants to purchase Series B Preferred Stock | 32 | 32 | 7.4 | December 21, 2013 | Liability | Liability | ||||||||||||||||||
Warrants to purchase Series B Preferred Stock | — | 32 | 7.4 | December 21, 2013 | N/A(2) | Liability | Warrants to purchase Series C-1 Preferred Stock | 46 | 46 | 10.92 | June 25, 2019 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series C-1 Preferred Stock | — | 46 | 10.92 | June 25, 2019 | N/A(2) | Liability | Warrants to purchase Series D-1 Preferred Stock | 64 | 64 | 12.56 | March 18, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series D-1 Preferred Stock | — | 64 | 12.56 | March 18, 2020 | N/A(2) | Liability | Warrants to purchase common stock | 872 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Common Stock | 32 | — | 7.4 | December 21, 2013 | Equity(2) | N/A | Warrants to purchase common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity | Equity(2) | |||||||||||||||||||
Warrants to purchase Common Stock | 46 | — | 10.92 | June 25, 2019 | Equity(2) | N/A | ||||||||||||||||||||||||||
Warrants to purchase Common Stock | 64 | — | 12.56 | March 18, 2020 | Equity(2) | N/A | All warrants | 1,134 | 1,134 | $ | 6.56 | |||||||||||||||||||||
Warrants to purchase Common stock | 858 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | ||||||||||||||||||||||||||
Warrants to purchase Common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity(3) | Equity | ||||||||||||||||||||||||||
All warrants | 1,013 | 1,134 | $ | 6.56 | -1 | |||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
-1 | Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2011. See discussion below for further details. | |||||||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2011, the Company issued warrants for the purchase of up to 106,500 shares of the Company's Series A redeemable convertible preferred stock (Series A Preferred Stock), 31,891 shares of the Company's Series B redeemable convertible preferred stock (Series B Preferred Stock), 45,786 shares of the Company's Series C-1 redeemable convertible preferred stock (Series C-1 Preferred Stock), and 63,693 shares of the Company's Series D-1 redeemable convertible preferred stock (Series D-1 Preferred Stock). Each warrant was immediately exercisable. The warrants to purchase Series A and Series B Preferred Stock expire seven years from the original date of issuance, while the warrants to purchase Series C-1 and Series D-1 Preferred Stock expire ten years from the original date of issuance. The warrants to purchase shares of the Company's preferred stock have an exercise price equal to the original issuance price of the underlying instrument. Each warrant is exercisable on either a physical settlement or net share settlement basis and the redemption provisions are outside the control of the Company. Upon the conversion of the Series A Preferred Stock and/or Series B Preferred Stock and/or Series C-1 Preferred Stock and/or Series D-1 Preferred Stock into shares of common stock, the associated warrants to purchase shares of the Company's preferred stock are will become exercisable for shares of common stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
Warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted to warrants to purchase common stock at the closing of the IPO on September 24, 2013. | The Company follows the provisions of ASC Topic 480, Issuer's Accounting for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable, which requires that warrants to purchase redeemable preferred stock be classified as liabilities. In addition, the value of the warrants is remeasured to the then-current fair value at each reporting date. Changes in fair value are recorded to other income (expense), net. For the years ended December 31, 2011 and 2012, the Company remeasured the fair value of all of its outstanding warrants to purchase shares of the Company's preferred stock, using current assumptions, resulting in an increase in fair value of $0.1 million and $0.4 million, respectively, which was recorded in other expense net in the accompanying statements of operations and comprehensive income (loss). The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase shares of Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock at the end of each reporting period until the earlier of the exercise or expiration of the applicable warrants or until such time that the underlying preferred stock is reclassified to permanent equity. | |||||||||||||||||||||||||||||||
-3 | In December 2012, the Company modified the warrant to purchase 106,500 shares of Series A Preferred Stock and extended the expiration date from December 21, 2012 to February 28, 2013. On February 6, 2013, the holder of the warrant exercised the warrant on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. Upon exercise, the Company re-measured the fair value of the warrant and recorded the resulting increase in fair value of $0.1 million as other expense in the accompanying statement of operations and comprehensive income. | |||||||||||||||||||||||||||||||
Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. | ||||||||||||||||||||||||||||||||
In connection with the Series E redeemable convertible preferred stock (Series E Preferred Stock) financing transactions that took place in June 2010 and July 2010, the Company issued warrants to purchase up to 871,580 shares of common stock. Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance. The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the statements of operations and comprehensive income (loss) for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the preferred stock issued of $3.0 million, and the preferred stock is being accreted to the redemption value. On December 31, 2011 and 2012, the Company remeasured the fair value of the outstanding warrants, using current assumptions, resulting in an increase in fair value of $0.3 million and $1.9 million, respectively, which was recorded in other expense in the accompanying statements of operations and comprehensive income (loss) for the years ended December 31, 2011 and 2012. The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants. On March 31, 2013, the Company retired 13,994 warrants to purchase common stock as a consequence of a repurchase of shares from an investor. All remaining outstanding warrants were fully vested and exercisable as of December 31, 2011 and 2012. | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2012, the Company issued warrants for the purchase of up to 106,500 shares of the Company's Series A redeemable convertible preferred stock (Series A Preferred Stock), 31,891 shares of the Company's Series B redeemable convertible preferred stock (Series B Preferred Stock), 45,786 shares of the Company's Series C-1 redeemable convertible preferred stock (Series C-1 Preferred Stock), and 63,693 shares of the Company's Series D-1 redeemable convertible preferred stock (Series D-1 Preferred Stock). Each warrant was immediately exercisable. The warrants to purchase Series A and Series B Preferred Stock expire seven years from the original date of issuance, while the warrants to purchase Series C-1 and Series D-1 Preferred Stock expire ten years from the original date of issuance. The warrants to purchase shares of the Company's preferred stock have an exercise price equal to the original issuance price of the underlying instrument. Each warrant is exercisable on either a physical settlement or net share settlement basis and the redemption provisions are outside the control of the Company. In connection with the closing of the Company's IPO on September 24, 2013, the outstanding warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted into warrants to purchase common stock The exercise prices for each of these warrants remained unchanged. | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2011, the Company issued warrants to purchase up to 12,634 shares of common stock. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to interest expense during the periods the related debt was outstanding. | ||||||||||||||||||||||||||||||||
The Company follows the provisions of ASC Topic 480, Issuer's Accounting for Freestanding Warrants and Other Similar Instruments on Shares that Are Redeemable, which requires that warrants to purchase redeemable preferred stock be classified as liabilities. In addition, the value of the warrants is remeasured to the then-current fair value at each reporting date. Changes in fair value are recorded to other income (expense), net. For the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, the Company remeasured the fair value of all of its outstanding warrants to purchase shares of the Company's preferred stock up until the conversion of such warrants on September 24, 2013, using current assumptions, resulting in an increase in fair value of $1.0 million, $0.0 million, $1.3 million and $0.0 million, respectively, which was recorded in other expense, net in the accompanying statements of operations and comprehensive loss. As a result of the closing of the IPO and the resulting conversion of the warrants to purchase preferred shares into warrants to purchase common stock, the fair value of the warrant liability at September 24, 2013 was reclassified to permanent equity and therefore, is no longer subject to remeasurement. | ||||||||||||||||||||||||||||||||
The Company issued warrants to purchase up to 41,388 shares of common stock in periods prior to December 31, 2011 in exchange for consulting services provided by a third party pursuant to stand-alone award agreements that are independent of an equity incentive plan. The warrants vested upon achievement of four milestones and were outstanding for approximately seven years from the date of issuance. During the year ended December 31, 2011, the holder exercised 41,388 warrants to purchase common stock on a net basis resulting in the issuance of 37,249 shares of common stock. There were no exercises, cancellations, or expirations of warrants during the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
In December 2012, the Company modified the warrant to purchase 106,500 shares of Series A Preferred Stock and extended the expiration date from December 21, 2012 to February 28, 2013. During the nine months ended September 30, 2013, the holder of the warrant exercised the warrant on a net basis, resulting in the issuance of 46,668 shares of Series A Preferred Stock. Upon exercise, the Company re-measured the fair value of the warrant and recorded the resulting increase in fair value of $0.1 million as other expense in the accompanying statement of operations and comprehensive loss for the nine months ended September 30, 2013. | ||||||||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||||||||
In connection with the Series E redeemable convertible preferred stock (Series E Preferred Stock) financing transactions that took place in June 2010 and July 2010, the Company issued warrants to purchase up to 871,580 shares of common stock. Each warrant was immediately exercisable and expires ten years from the original date of issuance. The warrants to purchase shares of the Company's common stock have an exercise price equal to the estimated fair value of the underlying instrument as of the initial date such warrants were issued. Each warrant is exercisable on either a physical settlement or net share settlement basis from the date of issuance. The warrant agreement contains a provision requiring an adjustment to the number of shares in the event the Company issues common stock, or securities convertible into or exercisable for common stock, at a price per share lower than the warrant exercise price. The Company concluded the anti-dilution feature required the warrants to be classified as liabilities under ASC Topic 815, Derivatives and Hedging—Contracts in Entity's Own Equity (ASC 815). The warrants are measured at fair value, with changes in fair value recognized as a gain or loss to other income (expense) in the statements of operations and comprehensive income (loss) for each reporting period thereafter. The fair value of the common stock warrants were recorded as a discount to the preferred stock issued of $3.0 million, and the preferred stock was being accreted to the redemption value. At the end of each reporting period, the Company remeasured the fair value of the outstanding warrants, using current assumptions, resulting in an increase (decrease) in fair value of $10.1 million, ($0.1 million), $11.3 million, and $0.5 million, respectively, which was recorded in other expense in the accompanying statements of operations and comprehensive loss for the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012. The Company will continue to re-measure the fair value of the liability associated with the warrants to purchase common stock at the end of each reporting period until the earlier of the exercise or the expiration of the applicable warrants. On March 31, 2013, the Company retired 13,994 warrants to purchase common stock as a consequence of a repurchase of shares from an investor. All remaining outstanding warrants were fully vested and exercisable as of September 30, 2013 and December 31, 2012. | ||||||||||||||||||||||||||||||||
The fair value of the warrants to purchase preferred stock on the date of issuance and on each re-measurement date for those warrants to purchase preferred stock classified as liabilities, is estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock and common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock are classified as liabilities and are estimated using the Monte Carlo simulation framework, which incorporated three future financing events over the remaining life of the warrants to purchase common stock. Due to the nature of these inputs and the valuation techniques utilized, the valuation of the warrants to purchase preferred stock and common stock are considered a Level 3 measurement (Note 2). | ||||||||||||||||||||||||||||||||
In connection with various financing transactions that were consummated in periods prior to December 31, 2012, the Company issued warrants to purchase up to 12,634 shares of common stock. The awards of warrants to purchase shares of common stock are accounted for as equity instruments. The warrants are exercisable at any time through their respective expiration dates. The fair value at issuance was calculated using the Black-Scholes option-pricing model, and was charged to interest expense during the periods the related debt was outstanding. | ||||||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series A Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
The Company issued warrants to purchase up to 41,388 shares of common stock in periods prior to December 31, 2012 in exchange for consulting services provided by a third party pursuant to stand-alone award agreements that are independent of an equity incentive plan. The warrants vested upon achievement of four milestones and were outstanding for approximately seven years from the date of issuance. There were no exercises, cancellations, or expirations of warrants during the year ended December 31, 2012. | ||||||||||||||||||||||||||||||||
Fair Value | Year Ended | |||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
The fair value of the warrants to purchase preferred stock on the date of issuance and on each re-measurement date for those warrants to purchase preferred stock classified as liabilities, was estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of the Company's various classes of preferred stock and common stock, stock price volatility, contractual term of the warrants, risk free interest rates, and dividend yields. The fair value of the warrants to purchase common stock on the date of issuance and on each re-measurement date for those warrants to purchase common stock are classified as liabilities and are estimated using the Monte Carlo simulation framework, which incorporated three future financing events over the remaining life of the warrants to purchase common stock. Due to the nature of these inputs and the valuation techniques utilized, the valuation of the warrants to purchase preferred stock and common stock are considered a Level 3 measurement (Note 7). | 2011 | 2012(1) | ||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 6.76 | $ | 9.24 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 1.16 | 0.16 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.12 | % | 0.04 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
-1 | ||||||||||||||||||||||||||||||||
During December 2012, the expiration date of the warrant to purchase Series A Preferred Stock was extended from December 21, 2012 to February 28, 2013. The warrant to purchase Series A Preferred Stock was exercised during the three months ended March 31, 2013. | ||||||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series B Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 7.56 | $ | 9.96 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 1.98 | 0.97 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 0.25 | % | 0.16 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series C-1 Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 8.84 | $ | 11.04 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 7.46 | 6.46 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.35 | % | 0.95 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
The fair value of each warrant to purchase shares of the Company's Series D-1 Preferred Stock was estimated using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||||||
Fair value of underlying instrument | $ | 8.84 | $ | 10.52 | ||||||||||||||||||||||||||||
Expected volatility | 66 | % | 69.1 | % | ||||||||||||||||||||||||||||
Expected term (in years) | 8.22 | 7.22 | ||||||||||||||||||||||||||||||
Risk-free interest rate | 1.62 | % | 1.18 | % | ||||||||||||||||||||||||||||
Expected dividend yield | — | % | — | % | ||||||||||||||||||||||||||||
Fair Value of Underlying Instrument | ||||||||||||||||||||||||||||||||
The Company estimated the fair value of its shares of Series A Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock and Series D-1 Preferred Stock as of December 31, 2011 and 2012 using the PWERM. | ||||||||||||||||||||||||||||||||
Expected Volatility | ||||||||||||||||||||||||||||||||
The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. | ||||||||||||||||||||||||||||||||
Expected Term | ||||||||||||||||||||||||||||||||
The Company based the expected term on the actual remaining contractual term of each respective warrant. A decrease in the expected term would decrease the fair value of the underlying instrument. | ||||||||||||||||||||||||||||||||
Risk-Free Interest Rate | ||||||||||||||||||||||||||||||||
The Company estimated the risk-free interest rate in reference to the yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. A decrease in the selected risk-free rate would decrease the fair value of the underlying instrument. | ||||||||||||||||||||||||||||||||
Expected Dividend Yield | ||||||||||||||||||||||||||||||||
The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | ||||||||||||||||||||||||||||||||
Commitments_and_Contingencies1
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||
Commitments and Contingencies | ' | ' | ||||
Commitments and Contingencies | ' | ' | ||||
13. Commitments and Contingencies | 7. Commitments and Contingencies | |||||
Legal Proceedings | Operating Leases | |||||
On October 18, 2012, the Salk Institute for Biological Studies (Salk) filed a complaint in the Massachusetts Superior Court for Suffolk County, alleging that the Company breached one of the Company's two licensing agreements with Salk. The licensing agreement in dispute provides the Company with a license with respect to certain of Salk's U.S. patents related to the ActRIIB activin receptor proteins. Salk contends that, under the licensing agreement, the Company owed Salk a greater share of the upfront payment that it received under its now-terminated agreement with Shire AG regarding ACE-031 and a share of the upfront payment and development milestone payments that the Company has received under its ongoing collaboration agreement with Celgene regarding ACE-536. Salk is seeking a total of approximately $10.5 million plus interest in payment and a 15% share of future development milestone payments received under the agreement with Celgene regarding ACE-536. The Company contends that no additional amounts are due to Salk and that it has complied with all of its payment obligations under the applicable Salk license agreement. | The Company leases its facilities under non-cancelable operating leases that expire at various dates through May 2018. All of the Company's leases contain escalating rent clauses, which require higher rent payments in future years. The Company expenses rent on a straight-line basis over the term of the lease, including any rent-free periods. In addition, the Company received certain leasehold improvement incentives, and recorded these incentives as deferred rent, which is amortized as a reduction of rent expense over the life of the lease. Rent expense of approximately $3.6 million and $3.5 million were incurred during the years ended December 31, 2011 and 2012, respectively. | |||||
The Company moved to dismiss the complaint on December 3, 2012. The Court denied the Company's motion on February 28, 2013. On March 14, 2013, Acceleron answered the complaint and asserted patent invalidity counterclaims. On the basis of those counterclaims, Acceleron removed the action on March 28, 2013 to the United States District Court for the District of Massachusetts. The parties have since reached an agreement on a stipulation as to certain patent issues raised in the action, and Acceleron has dismissed its counterclaims. The Court held an initial scheduling conference on May 30, 2013, and the parties have begun fact discovery. The case is currently scheduled for trial in September 2014. The Company intends to defend its position vigorously. | Future annual minimum lease payments as of December 31, 2012, are as follows (in thousands): | |||||
The Company evaluated the suit under ASC Topic 450, Contingencies, as a loss contingency. The estimated loss from a loss contingency shall be accrued if information available before the financial statements are issued indicates that it is probable a liability had been incurred at the date of the financial statements, and the amount of loss can be reasonably estimated. Because the Company believes that the potential for an unfavorable outcome is not probable, it has not established a reserve with respect to the dispute as of September 30, 2013 or December 31, 2012. | ||||||
2013 | $ | 4,522 | ||||
The Company's estimates can be affected by various factors. As of December 31, 2012 and September 30, 2013, management has determined a loss is reasonably possible. Although the Company believes it would successfully defend the lawsuit, the Company has in the past participated in settlement discussions with Salk. Accordingly, the Company has estimated the range of possible losses as of September 30, 2013 and December 31, 2012 to be between $0 and $10.5 million plus interest. | 2014 | 4,522 | ||||
2015 | 4,106 | |||||
Other | 2016 | 3,938 | ||||
2017 | 3,938 | |||||
The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at September 30, 2013 and December 31, 2012, or royalties on future sales of specified products. No milestone or royalty payments under these agreements are expected to be payable in the immediate future. See Note 14 for discussion of these arrangements. | 2018 | 2,953 | ||||
The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company's products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. | Total | $ | 23,979 | |||
In February 2011, the Company entered into a sublease agreement for a portion of one of its facility leases. The tenant will pay rent on the lease from February 28, 2011 until May 30, 2015. The Company will continue to utilize the remaining portion of the leased property. | ||||||
Future annual minimum sublease payments as of December 31, 2012, are as follows (in thousands): | ||||||
2013 | $ | 583 | ||||
2014 | 583 | |||||
2015 | 241 | |||||
Total | $ | 1,407 | ||||
Legal Proceedings | ||||||
On October 18, 2012, the Salk Institute for Biological Studies (Salk) filed a complaint in the Massachusetts Superior Court for Suffolk County, alleging that the Company breached one of the Company's two licensing agreements with Salk. The licensing agreement in dispute provides the Company with a license with respect to certain of Salk's U.S. patents related to the ActRIIB activin receptor proteins. Salk contends that, under the licensing agreement, the Company owed Salk a greater share of the upfront payment that it received under its now-terminated agreement with Shire AG regarding ACE-031 and a share of the upfront payment and development milestone payments that the Company has received under its ongoing collaboration agreement with Celgene regarding ACE-536. Salk is seeking a total of approximately $10.5 million plus interest in payment and a 15% share of future development milestone payments received under the agreement with Celgene regarding ACE-536. The Company contends that no additional amounts are due to Salk and that it has complied with all of its payment obligations under the applicable Salk license agreement. | ||||||
The Company moved to dismiss the complaint on December 3, 2012. The Court denied the Company's motion on February 28, 2013. On March 14, 2013, Acceleron answered the complaint and asserted patent invalidity counterclaims. On the basis of those counterclaims, Acceleron removed the action on March 28, 2013 to the United States District Court for the District of Massachusetts. The parties have since reached an agreement on a stipulation as to certain patent issues raised in the action, and Acceleron has dismissed its counterclaims. The Court held an initial scheduling conference on May 30, 2013, and the parties have begun fact discovery. The case is currently scheduled for trial in September 2014. The Company intends to defend its position vigorously. | ||||||
The Company evaluated the suit under ASC Topic 450, Contingencies, as a loss contingency. The estimated loss from a loss contingency shall be accrued if information available before the financial statements are issued indicates that it is probable a liability had been incurred at the date of the financial statements, and the amount of loss can be reasonably estimated. Because the Company believes that the potential for an unfavorable outcome is not probable, it has not established a reserve with respect to the dispute as of December 31, 2012. | ||||||
The Company's estimates can be affected by various factors. As of December 31, 2012, management has determined a loss is reasonably possible. Although the Company believes it would successfully defend the lawsuit, the Company has in the past participated in settlement discussions with Salk. Accordingly, the Company has estimated the range of possible losses as of December 31, 2012 and to be between $0 and $10.5 million plus interest. | ||||||
Other | ||||||
The Company is also party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at December 31, 2012, or royalties on future sales of specified products. No milestone or royalty payments under these agreements are expected to be payable in the immediate future. See Note 10 for discussion of these arrangements. | ||||||
The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the Company's business partners or customers, in connection with any U.S. patent or any copyright or other intellectual property infringement claim by any third party with respect to the Company's products. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. | ||||||
Significant_Agreements1
Significant Agreements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Significant Agreements | ' | ' |
Significant Agreements | ' | ' |
14. Significant Agreements | 10. Significant Agreements | |
Celgene | Celgene | |
Overview | Overview | |
On February 20, 2008 the Company entered into a collaboration, license, and option agreement (the Sotatercept Agreement) with Celgene Corporation (Celgene) relating to sotatercept. On August 2, 2011, the Company entered into a second collaboration, license and option agreement with Celgene for ACE-536 (the ACE-536 Agreement), and also amended certain terms of the Sotatercept Agreement. These agreements provide Celgene exclusive licenses for Sotatercept and ACE-536 in all indications, as well as exclusive rights to obtain a license to certain future compounds. Celgene is a global biopharmaceutical company primarily engaged in the discovery, development and commercialization of innovative therapies designed to treat cancer and immune-inflammatory related diseases. | On February 20, 2008 the Company entered into a collaboration, license, and option agreement (the Sotatercept Agreement) with Celgene Corporation (Celgene) relating to sotatercept. On August 2, 2011, the Company entered into a second collaboration, license and option agreement with Celgene for ACE-536 (the ACE-536 Agreement), and also amended certain terms of the Sotatercept Agreement. These agreements provide Celgene exclusive licenses for Sotatercept and ACE-536 in all indications, as well as exclusive rights to obtain a license to certain future compounds. Celgene is a global biopharmaceutical company primarily engaged in the discovery, development and commercialization of innovative therapies designed to treat cancer and immune-inflammatory related diseases. | |
Sotatercept Agreement | Sotatercept Agreement | |
Under the terms of the Sotatercept Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of sotatercept. The Company also granted Celgene an option to license three discovery stage compounds. Under the terms of the agreement, the Company and Celgene will jointly develop, manufacture and commercialize sotatercept. Celgene paid $45.0 million of nonrefundable, upfront license and option payments to the Company upon the closing of the Sotatercept Agreement. | Under the terms of the Sotatercept Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of sotatercept. The Company also granted Celgene an option to license three discovery stage compounds. Under the terms of the agreement, the Company and Celgene will jointly develop, manufacture and commercialize sotatercept. Celgene paid $45.0 million of nonrefundable, upfront license and option payments to the Company upon the closing of the Sotatercept Agreement. | |
The Company retained responsibility for research, development through the end of Phase 2a clinical trials, as well as manufacturing the clinical supplies for these trials. These activities were substantially completed in 2011. Celgene is conducting the ongoing Phase 2 trials for myelodysplastic syndromes (MDS), chronic kidney disease, and b-thalassemia and will be responsible for any Phase 3 clinical trials, as well as additional Phase 2 clinical trials, and will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. Under the agreement, the Company was eligible to receive clinical milestones of up to $88.0 million, regulatory milestones of up to $272.0 million, and commercial milestones of up to $150.0 million for sotatercept. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the Food and Drug Administration (FDA) or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent sotatercept is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. | The Company retained responsibility for research, development through the end of Phase 2a clinical trials, as well as manufacturing the clinical supplies for these trials. These activities were substantially completed in 2011. Celgene is conducting the ongoing Phase 2 trials for myelodysplastic syndromes (MDS), chronic kidney disease, and b-thalassemia and will be responsible for any Phase 3 clinical trials, as well as additional Phase 2 clinical trials, and will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. Under the agreement, the Company was eligible to receive clinical milestones of up to $88.0 million, regulatory milestones of up to $272.0 million, and commercial milestones of up to $150.0 million for sotatercept. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the Food and Drug Administration (FDA) or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent sotatercept is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. | |
Additionally, for three named discovery-stage option programs the Company was eligible to receive option fees of up to $30.0 million, clinical milestones of up to $53.3 million, regulatory milestones of up to $204.0 million, and commercial milestones of up to $150.0 million for each option program. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. Option fee payments are triggered upon license of any of the option programs by Celgene. In addition, to the extent an option compound is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. None of the three discovery stage programs has advanced to the stage to achieve payment of a milestone. | Additionally, for three named discovery-stage option programs the Company was eligible to receive option fees of up to $30.0 million, clinical milestones of up to $53.3 million, regulatory milestones of up to $204.0 million, and commercial milestones of up to $150.0 million for each option program. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon the approval to market a product candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical | |
In connection with entering into the Sotatercept Agreement, Celgene purchased 457,875 shares of Series C-1 Preferred Stock at the aggregate purchase price of $5.0 million. The Series C-1 Preferred Stock was purchased at an amount that was deemed to represent fair value at the time of purchase. Concurrent with the IPO, Celgene purchased 666,667 shares of Common Stock at the IPO offer price of $15.00 per share. | product reaches certain defined levels of net sales by Celgene in countries outside of North America. Option fee payments are triggered upon license of any of the option programs by Celgene. In addition, to the extent an option compound is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. None of the three discovery stage programs has advanced to the stage to achieve payment of a milestone. | |
Commensurate with the execution of the ACE-536 Agreement described below, the Company and Celgene agreed to modify the terms of the Sotatercept Agreement. The modified terms included: (1) a change to the responsibility for development costs to align with the ACE-536 Agreement, with Celgene responsible for more than half of the worldwide costs through December 31, 2012, and 100% of the development costs thereafter, (2) future contingent development milestones for sotatercept were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $27.0 million and regulatory milestones of $190.0 million from a four-category (various cancer indications) structure and, (3) future contingent development milestones for option compounds were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $25.5 million and regulatory milestones of $142.5 million from a four-category (various cancer indications) structure, and (4) an option to buy down tiered royalty payments on both Sotatercept and ACE-536 with a one-time $25.0 million payment on or prior to January 1, 2013. The potential commercial milestones remained unchanged. Through September 30, 2013, the Company has received $34.5 million in research and development funding and milestone payments for sotatercept under the original and modified agreements. The next likely clinical milestone payment would be $7.0 million and result from Celgene's start of a Phase 2b clinical trial in chronic kidney disease. | In connection with entering into the Sotatercept Agreement, Celgene purchased 457,875 shares of Series C-1 Preferred Stock at the aggregate purchase price of $5.0 million. The Series C-1 Preferred Stock was purchased at an amount that was deemed to represent fair value at the time of purchase. In the event that the Company's IPO results in gross proceeds of at least $35.0 million, Celgene has committed to purchase, in a private offering concurrently with the IPO, shares of common stock equal to $10.0 million at the issuance price per share at the IPO if the gross proceeds from the IPO are greater than $50.0 million or twenty percent (20%) of the gross proceeds if the IPO raises less than $50.0 million. | |
The Sotatercept Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the exercise or forfeiture by Celgene of its option with regard to each option compound. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The term for each option compound runs for a specified period of years unless Celgene exercises its option, in which case the compound becomes a licensed product, or forfeits its option by failing to make certain payments following the achievement of certain milestones in early clinical development of the option compound. | Commensurate with the execution of the ACE-536 Agreement described below, the Company and Celgene agreed to modify the terms of the Sotatercept Agreement. The modified terms included: (1) a change to the responsibility for development costs to align with the ACE-536 Agreement, with Celgene responsible for more than half of the worldwide costs through December 31, 2012, and 100% of the development costs thereafter, (2) future contingent development milestones for sotatercept were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $27.0 million and regulatory milestones of $190.0 million from a four-category (various cancer indications) structure and, (3) future contingent development milestones for option compounds were amended to a two-category (oncology and non-oncology) structure with potential future clinical milestones of $25.5 million and regulatory milestones of $142.5 million from a four-category (various cancer indications) structure, and (4) an option to buy down tiered royalty payments on both Sotatercept and ACE-536 with a one-time $25.0 million payment on or prior to January 1, 2013. The potential commercial milestones remained unchanged. Through December 31, 2012, the Company has received $34.2 million in research and development funding and milestone payments for sotatercept under the original and modified agreements. The next likely clinical milestone payment would be $7.0 million and result from Celgene's start of a Phase 2b clinical trial in chronic kidney disease. | |
Celgene has the right to terminate the agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities). The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | The Sotatercept Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the exercise or forfeiture by Celgene of its option with regard to each option compound. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The term for each option compound runs for a specified period of years unless Celgene exercises its option, in which case the compound becomes a licensed product, or forfeits its option by failing to make certain payments following the achievement of certain milestones in early clinical development of the option compound. | |
ACE-536 Agreement | Celgene has the right to terminate the agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities). The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | |
Under the terms of the ACE-536 Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of ACE-536. The Company also granted Celgene an option for future products for which Acceleron files an Investigational New Drug application for the treatment of anemia. Celgene paid $25.0 million on the closing of the ACE-536 Agreement in August, 2011. | ACE-536 Agreement | |
The Company retains responsibility for research, development through the end of Phase 1 and initial Phase 2 clinical trials, as well as manufacturing the clinical supplies for these studies. Celgene will conduct subsequent Phase 2 and Phase 3 clinical studies. Acceleron will manufacture ACE-536 for the Phase 1 and Phase 2 clinical trials and Celgene will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. The Company is eligible to receive clinical milestones of up to $32.5 million, regulatory milestones of up to $105.0 million and commercial milestones of up to $80.0 million for ACE-536. The Company will receive additional, lower development, regulatory, and commercial milestones for any additional products for the treatment of anemia on which Celgene exercises an option. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon approval to market a protein therapeutic candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent ACE-536 is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. | Under the terms of the ACE-536 Agreement, the Company and Celgene collaborate worldwide for the joint development and commercialization of ACE-536. The Company also granted Celgene an option for future products Acceleron files an Investigational New Drug application for the treatment of anemia. Celgene paid $25.0 million on the closing of the ACE-536 Agreement in August, 2011. | |
Through September 30, 2013, the Company has received $28.3 million in research and development funding and milestone payments for ACE-536. The next likely clinical milestone payment would be $15.0 million and result from the start of a Phase 3 study in MDS or b-thalassemia. The Company has not yet identified additional compounds for the treatment of anemia. Accordingly, there is no assurance that the Company will generate future value from additional programs. | The Company retains responsibility for research, development through the end of Phase 1 and initial Phase 2 clinical trials, as well as manufacturing the clinical supplies for these studies. Celgene will conduct subsequent Phase 2 and Phase 3 clinical studies. Acceleron will manufacture ACE-536 for the Phase 1 and Phase 2 clinical trials and Celgene will be responsible for overseeing the manufacture of Phase 3 and commercial supplies by third party contract manufacturing organizations. The Company is eligible to receive clinical milestones of up to $32.5 million, regulatory milestones of up to $105.0 million and commercial milestones of up to $80.0 million for ACE-536. The Company will receive additional, lower development, regulatory, and commercial milestones for any additional products for the treatment of anemia on which Celgene exercises an option. Clinical milestone payments are triggered upon initiation of a defined phase of clinical research for a product candidate. Regulatory milestone payments are triggered upon the acceptance of the marketing application and upon approval to market a protein therapeutic candidate by the FDA or other global regulatory authorities. Commercial milestone payments are triggered when an approved pharmaceutical product reaches certain defined levels of net sales by Celgene in countries outside of North America. In addition, to the extent ACE-536 is commercialized, the Company would be entitled to receive tiered royalty payments in the low-to-mid twenty percent range of net sales from sales generated from all geographies. Royalty payments are subject to certain reductions, including for entry of a generic product onto the market. Through December 31, 2012, the Company has received $13.3 million in research and development funding and milestone payments for ACE-536. The next likely clinical milestone payment would be $15.0 million and result from the start of a Phase 3 study in MDS or b-thalassemia. The Company has not yet identified additional compounds for the treatment of anemia. Accordingly, there is no assurance that the Company will generate future value from additional programs. | |
The ACE-536 Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the end of the option term. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and country-by-country basis on the date which commercialization of such licensed product has ceased. The option term runs until the later of (1) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the ACE-536 Agreement; (2) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the Sotatercept Agreement and all option rights under the Sotatercept Agreement have been forfeited with respect to each option compound where Celgene has made a payment with respect to such compound; and (3) the royalty term for all licensed products under the ACE-536 Agreement and the Sotatercept Agreement has ended; provided that if at the time the option term would otherwise end any option compounds under the ACE-536 Agreement are in clinical development the option term shall continue until Celgene's rights to such compound are either exercised or forfeited. | The ACE-536 Agreement will expire on a country-by-country basis on the occurrence of both of the following: (1) the expiration of the royalty term with respect to all license products in such country, and (2) the end of the option term. The royalty term for each licensed product in each country outside North America is the period commencing with first commercial sale of the applicable licensed product in the applicable country and ending on the latest of expiration of specified patent coverage or a specified period of years. The royalty term for each licensed product in North America is the period commencing with the first commercial sale in North America and ending, on a licensed product and | |
Celgene has the right to terminate the ACE-536 Agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities), provided that Celgene may not terminate the ACE-536 Agreement prior to the completion of the on-going ACE-536 b-thalassemia and ACE-536 MDS Phase 2 clinical trials, except under certain conditions. The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | country-by-country basis on the date which commercialization of such licensed product has ceased. The option term runs until the later of (1) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the ACE-536 Agreement; (2) the date on which no development or commercialization activities are ongoing or are expected to commence for any licensed products under the Sotatercept Agreement and all option rights under the Sotatercept Agreement have been forfeited with respect to each option compound where Celgene has made a payment with respect to such compound; and (3) the royalty term for all licensed products under the ACE-536 Agreement and the Sotatercept Agreement has ended; provided that if at the time the option term would otherwise end any option compounds under the ACE-536 Agreement are in clinical development the option term shall continue until Celgene's rights to such compound are either exercised or forfeited. | |
Both Agreements | Celgene has the right to terminate the ACE-536 Agreement with respect to one or more licensed targets or in its entirety, upon 180 days' notice (or 45 days' notice if the licensed product has failed to meet certain end point criteria with respect to clinical trials or other development activities), provided that Celgene may not terminate the ACE-536 Agreement prior to the completion of the on-going ACE-536 b-thalassemia and ACE-536 MDS Phase 2 clinical trials, except under certain conditions. The agreement may also be terminated in its entirety by either Celgene or the Company in the event of a material breach by the other party or in the event of a bankruptcy filing of the other party. There are no cancellation, termination or refund provisions in this arrangement that contain material financial consequences to the Company. | |
The Company and Celgene shared development costs under the Sotatercept and ACE-536 Agreements through December 31, 2012. As of January 1, 2013, Celgene is responsible for paying 100% of worldwide development costs under both agreements. Celgene will be responsible for all commercialization costs worldwide. The Company has the right to co-promote sotatercept, ACE-536 and future products under both agreements in North America. Celgene's option to buy down royalty rates for sotatercept and ACE-536 expired unexercised and, therefore, the Company will receive tiered royalties in the low-to-mid twenty percent range on net sales of sotatercept and ACE-536. The royalty schedules for sotatercept and ACE-536 are the same. | Both Agreements | |
Accounting Analysis | The Company and Celgene shared development costs under the Sotatercept and ACE-536 Agreements through December 31, 2012. As of January 1, 2013, Celgene is responsible for paying 100% of worldwide development costs under both agreements. Celgene will be responsible for all commercialization costs worldwide. The Company has the right to co-promote sotatercept, ACE-536 and future products under both agreements in North America. Celgene's option to buy down royalty rates for sotatercept and ACE-536 expired unexercised and, therefore, the Company will receive tiered royalties in the low-to-mid twenty percent range on net sales of sotatercept and ACE-536. The royalty schedules for sotatercept and ACE-536 are the same. | |
Prior to 2011, the Company accounted for the Sotatercept Agreement, as a multiple element arrangement under ASC 605-25 (prior to the amendments of ASU 2009-13). The Company identified the following deliverables under the arrangement; (1) the license to the ActRIIA compound, (2) right to license option program compounds, (3) participation in the joint development committee, (4) participation in the joint commercialization committee and (5) research and development activities. Under the provisions of ASC 605- 25, applicable to the arrangement, since the Company could not establish VSOE for the undelivered elements, the Company was required to recognize the initial consideration, consisting of the $45.0 million of nonrefundable upfront license and option payments, over the period the undelivered elements were to be delivered, which was initially estimated to be 15 years. As of the date of the modification of the agreement, there was approximately $34.7 million of deferred revenue under the arrangement. | Accounting Analysis | |
As a result of the material modifications to the cost sharing obligations, milestone payments structure and royalty payment structure, the Company concluded the modification represented a significant modification under ASU 2009-13, which required the Company to apply the updated provisions of ASU 2009-13 subsequent to the modification. | Prior to 2011, the Company accounted for the Sotatercept Agreement, as a multiple element arrangement under ASC 605-25 (prior to the amendments of ASU 2009-13). The Company identified the following deliverables under the arrangement; (1) the license to the ActRIIA compound, (2) right to license option program compounds, (3) participation in the joint development committee, (4) participation in the joint commercialization committee and (5) research and development activities. Under the provisions of ASC 605-25, applicable to the arrangement, since the Company could not establish VSOE for the undelivered elements, the Company was required to recognize the initial consideration, consisting of the $45.0 million of nonrefundable upfront license and option payments, over the period the undelivered elements were to be delivered, which was initially estimated to be 15 years. As of the date of the modification of the agreement, there was approximately $34.7 million of deferred revenue under the arrangement. | |
Because the ACE-536 Agreement and the amendment to the Sotatercept Agreement were negotiated in contemplation of each other, and the Company had not yet completed all of its obligations pursuant to the Sotatercept Agreement, the agreements were considered one arrangement for accounting purposes. The deliverables under the combined arrangement include: (1) licenses to develop and commercialize sotatercept and ACE-536, (2) performance of research and development services, (3) participation on the joint development committees, and (4) the performance of manufacturing services to provide clinical material to Celgene. The Company has determined the option to future products related to the treatment of anemia represents a substantive option. The Company is under no obligation to discover, develop or deliver any new compounds that modulate anemia and Celgene is not contractually obligated to exercise the option. As a result, the Company is at risk as to whether Celgene will exercise the option. | As a result of the material modifications to the cost sharing obligations, milestone payments structure and royalty payment structure, the Company concluded the modification represented a significant modification under ASU 2009-13, which required the Company to apply the updated provisions of ASU 2009-13 subsequent to the modification. | |
All of these deliverables identified in the arrangement were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in making this determination included, among other things, the subject of the licenses, the nature of the research and development services, and the capabilities of Celgene. | Because the ACE-536 Agreement and the amendment to the Sotatercept Agreement were negotiated in contemplation of each other, and the Company had not yet completed all of its obligations pursuant to the Sotatercept Agreement, the agreements were considered one arrangement for accounting purposes. The deliverables under the combined arrangement include: (1) licenses to develop and commercialize sotatercept and ACE-536, (2) performance of research and development services, (3) participation on the joint development committees, and (4) the performance of manufacturing services to provide clinical material to Celgene. The Company has determined the option to future products related to the treatment of anemia represents a substantive option. The Company is under no obligation to discover, develop or deliver any new compounds that modulate anemia and Celgene is not contractually obligated to exercise the option. As a result, the Company is at risk as to whether Celgene will exercise the option. | |
The total arrangement consideration of $77.7 million under the ACE-536 Agreement and amended Sotatercept Agreement consisted of (1) the $25.0 million up-front payment for the license of ACE-536, (2) the remaining deferred revenue from the Sotatercept Agreement of $34.7 million, and (3) estimated payments for development activities and manufacturing services of $18.0 million. The Company used its BESP for each of the undelivered elements as the Company did not have VSOE or TPE of selling price for each deliverable. The Company's BESP considered its development plan for the compounds, expected manufacturing services, and reimbursement from Celgene (reimbursement of more than half of development expenses through December 31, 2012 and 100% thereafter). The Company determined its BESP for each of the undelivered elements under the arrangements as of the arrangement execution date as follows: | All of these deliverables identified in the arrangement were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in making this determination included, among other things, the subject of the licenses, the nature of the research and development services, and the capabilities of Celgene. | |
The total arrangement consideration of $77.7 million under the ACE-536 Agreement and amended Sotatercept Agreement consisted of (1) the $25.0 million up-front payment for the license of ACE-536, (2) the remaining deferred revenue from the Sotatercept Agreement of $34.7 million, and (3) estimated payments for development activities and manufacturing services of $18.0 million. The Company used its BESP for each of the undelivered elements as the Company did not have VSOE or TPE of selling price for each deliverable. The Company's BESP considered its development plan for the compounds, expected manufacturing services, and reimbursement from Celgene (reimbursement of more than half of development expenses through December 31, 2012 and 100% thereafter). The Company determined its BESP for each of the undelivered elements under the arrangements as of the arrangement execution date as follows: | ||
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$18.8 million for research and development services | ||
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• | $18.8 million for research and development services | |
$2.9 million for the sotatercept joint development committee | ||
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• | $2.9 million for the sotatercept joint development committee | |
$3.7 million for the ACE 536 joint development committee | ||
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• | $3.7 million for the ACE 536 joint development committee | |
$2.8 million for the manufacturing services | ||
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After determining BESP of the undelivered elements, the remaining consideration of $49.5 million was recognized upon execution of the arrangements. The difference between the estimated payments of $18.0 million and the estimated selling prices which totaled $28.2 million, using BESP, for undelivered elements was $10.2 million. This amount was deferred at inception and will be recognized as the undelivered elements are delivered, using the proportional performance method, or ratably in the case of performance on the Joint Development Committee. | $2.8 million for the manufacturing services | |
As noted above, the total arrangement consideration includes estimated payments for development activities and manufacturing services identified at the outset of the ACE-536 Agreement and amended Sotatercept Agreement. At the end of each reporting period, the Company reassesses the estimated payments to be received related to these services and the BESP of the undelivered elements based upon the Company's current estimates. The Company accounts for such changes as a change in accounting estimate and the cumulative impact of any change is reflected in the period of change. | After determining BESP of the undelivered elements, the remaining consideration of $49.5 million was recognized upon execution of the arrangements. The difference between the estimated payments of $18.0 million and the estimated selling prices which totaled $28.2 million, using BESP, for undelivered elements was $10.2 million. This amount was deferred at inception and will be recognized as the undelivered elements are delivered, using the proportional performance method, or ratably in the case of performance on the Joint Development Committee. | |
During 2011, the Company achieved a $7.5 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient in a multiple-dose clinical trial. The Company evaluated the milestone and determined that it was not substantive, as there was no significant uncertainty to achieving the milestone upon execution of the ACE-536 Agreement. As such, the Company allocated the $7.5 million payment based on the allocation of arrangement consideration determined at the execution date of the ACE-536 Agreement and amended Sotatercept Agreement. Based on this allocation, the Company recognized $4.8 million of the payment upon achievement, with the remaining $2.7 million recognized as revenue as the undelivered elements are delivered, consistent with the treatment of the up-front payment. During January 2013, the Company achieved a $10.0 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient for a Phase 2 clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, recognized the $10.0 million payment in revenue during the nine months ended September 30, 2013. The remaining development milestones under the ACE-536 and Sotatercept Agreements were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when such milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company recognized $0.6 million, $0.5 million, $1.7 million and $1.5 million, respectively, of the total deferred revenue as license and milestone revenue in the accompanying statements of operations and comprehensive loss. | During 2011, the Company achieved a $7.5 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient in a multiple-dose clinical trial. The Company evaluated the milestone and determined that it was not substantive, as there was no significant uncertainty to achieving the milestone upon execution of the ACE-536 Agreement. As such, the Company allocated the $7.5 million payment based on the allocation of arrangement consideration determined at the execution date of the ACE-536 Agreement and amended Sotatercept Agreement. Based on this allocation, the Company recognized $4.8 million of the payment upon achievement, with the remaining $2.7 million recognized as revenue as the undelivered elements are delivered, consistent with the treatment of the up-front payment. During 2011, the Company achieved a $7.0 million clinical milestone under its Sotatercept Agreement, related to the dosing of the first patient for a Phase 2b clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, recognized the $7.0 million payment in revenue during the year ended in December 31, 2011. During January 2013, the Company achieved a $10.0 million clinical milestone under its ACE-536 Agreement, related to the dosing of the first patient for a Phase 2 clinical trial. The Company evaluated the milestone and deemed it to be substantive and consistent with the definition of a milestone included in ASU 2010-17. The remaining development milestones under the ACE-536 and Sotatercept Agreements were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company will recognize payments related to the achievement of such milestones, if any, when such milestone is achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. During the years ended December 31, 2011 and 2012, the Company recognized $54.8 million and $2.0 million, respectively, of the total deferred revenue as license and milestone revenue in the accompanying statements of operations and comprehensive income (loss). | |
Pursuant to the terms of the agreement, Celgene and the Company share development costs, with Celgene responsible for substantially more than half of the costs for sotatercept and ACE-536 until December 31, 2012 and 100% of the costs from January 1, 2013 and thereafter. Payments from Celgene with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Celgene for research and development costs incurred by Celgene are recorded as a reduction to cost-sharing revenue. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012 the Company recorded net cost-sharing revenue of $3.6 million, $0.8 million, $9.0 million and $2.1 million, respectively, which includes payments to Celgene of, zero, $0.6 million, zero and $1.9 million, respectively, which were recorded as contra-revenue. | Pursuant to the terms of the agreement, Celgene and the Company share development costs, with Celgene responsible for substantially more than half of the costs for sotatercept and ACE-536 until December 31, 2012 and 100% of the costs from January 1, 2013 and thereafter. Payments from Celgene with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Celgene for research and development costs incurred by Celgene are recorded as a reduction to cost-sharing revenue. During the years ended December 31, 2011 and 2012 the Company recorded net cost-sharing revenue of $(0.1) million and $2.9 million, respectively, which includes payments to Celgene of $2.8 million and $2.8 million, respectively which were recorded as contra-revenue. | |
Other Agreements | Other Agreements | |
Shire License | Shire License | |
In September 2010, the Company entered into a license and collaboration agreement granting Shire AG the exclusive right to develop, manufacture and commercialize ActRIIB compounds in territories outside North America. Shire also received the right to conduct research and manufacture commercial supplies in North America for ActRIIB compounds. The lead ActRIIB compound was designated ACE-031. Under the initial development plan, the companies share the costs associated with developing and commercializing ACE-031, in Duchenne Muscular Dystrophy. In September 2010, Shire made a nonrefundable, up-front license payment to the Company of $45.0 million. In accordance with the Company's revenue recognition policy prior to the adoption of ASU 2009-13, the up-front license payment of $45.0 million was deferred, and will be recognized as revenue ratably over three years, which represented the original period over which the Company expected to perform and deliver research and development and manufacturing services. On February 8, 2011, the FDA placed ACE-031 on clinical hold. The Company re-assessed the duration of its deliverables under the license agreement and estimated the new term to be approximately five years. The adjustment was treated as a change in accounting estimate with the remaining deferred revenue of $38.8 million at February 8, 2011, recognized prospectively over the new period of research and development and manufacturing services. In April 2013, the Company and Shire determined not to further pursue development of ACE-031 and Shire sent the Company a notice of termination for the ACE-031 collaboration. The collaboration terminated effective June 30, 2013. At December 31, 2012, the Company had classified the remaining deferred revenue as current in the balance sheet. Upon the effectiveness of the termination of the Shire Agreement in the second quarter of 2013, the Company accelerated the recognition of $22.4 million of remaining deferred revenue from upfront non-refundable payments received under the Shire Agreement as it had no further obligation for deliverables under the Shire Agreement. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company recognized zero, $1.9 million, $24.3 million and $5.7 million, respectively of the up-front, non-refundable payments as license and milestone revenue in the accompanying statements of operations and comprehensive loss. | In September 2010, the Company entered into a license and collaboration agreement granting Shire AG the exclusive right to develop, manufacture and commercialize ActRIIB compounds in territories outside North America. Shire also received the right to conduct research and manufacture commercial supplies in North America for ActRIIB compounds. The lead ActRIIB compound was designated ACE-031. Under the initial development plan, the companies share the costs associated with developing and commercializing ACE-031, in Duchenne Muscular Dystrophy. In September 2010, Shire | |
The agreement also included contingent milestone payments, based on the achievement of development milestones totaling $223.8 million and commercial milestones of $228.8 million for ActRIIB compounds. The milestones under the Shire Agreement were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company recognized payments related to the achievement of such milestones, if any, when such milestone was achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. | made a nonrefundable, up-front license payment to the Company of $45.0 million. In accordance with the Company's revenue recognition policy prior to the adoption of ASU 2009-13, the up-front license payment of $45.0 million was deferred, and will be recognized as revenue ratably over three years, which represented the original period over which the Company expected to perform and deliver research and development and manufacturing services. On February 8, 2011, the FDA placed ACE-031 on clinical hold. The Company re-assessed the duration of its deliverables under the license agreement and estimated the new term to be approximately five years. The adjustment was treated as a change in accounting estimate with the remaining deferred revenue of $38.8 million at February 8, 2011, recognized prospectively over the new period of research and development and manufacturing services. In April 2013, the Company and Shire determined not to further pursue development of ACE-031 and Shire sent the Company a notice of termination for the ACE-031 collaboration. The collaboration terminated effective June 30, 2013. At December 31, 2012, the Company had classified the remaining deferred revenue as current in the balance sheet. Upon the effectiveness of the termination of the Shire Agreement in the second quarter of 2013, the Company accelerated the recognition of $22.4 million of remaining deferred revenue from upfront non-refundable payments received under the Shire Agreement as it had no further obligation for deliverables under the Shire Agreement. During the years ended December 31, 2011 and 2012, the Company recognized $8.4 million and $7.7 million, respectively, of the up-front, non-refundable payments as license and milestone revenue in the accompanying statements of operations and comprehensive income (loss). | |
Pursuant to the terms of the agreement, Shire and the Company shared development costs, with Shire responsible for 65% of the costs for ACE-031 and 55% of the costs for licensed compounds other than ACE-031. Payments from Shire with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Shire for research and development costs incurred by Shire are recorded as a reduction to cost-sharing revenue. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company recorded net cost-sharing revenue of zero, $0.6 million, $0.6 million, and $1.9 million, respectively, which includes payments to Shire of zero, $0.2 million, $0.2 million, and $0.6 million, respectively, which are recorded as contra-revenue in the accompanying statements of operations and comprehensive loss. | The agreement also included contingent milestone payments, based on the achievement of development milestones totaling $223.8 million and commercial milestones of $228.8 million for ActRIIB compounds. The milestones under the Shire Agreement were deemed to be substantive and consistent with the definition of a milestone included in ASU 2010-17 and, accordingly, the Company recognized payments related to the achievement of such milestones, if any, when such milestone was achieved. Factors considered in this determination included scientific and regulatory risks that must be overcome to achieve the milestones, the level of effort and investment required to achieve each milestone, and the monetary value attributed to each milestone. | |
Other | Pursuant to the terms of the agreement, Shire and the Company shared development costs, with Shire responsible for 65% of the costs for ACE-031 and 55% of the costs for licensed compounds other than ACE-031. Payments from Shire with respect to research and development costs incurred by the Company are recorded as cost-sharing revenue. Payments by the Company to Shire for research and development costs incurred by Shire are recorded as a reduction to cost-sharing revenue. During the years ended December 31, 2011 and 2012, the Company recorded net cost-sharing revenue of $4.1 million and $2.7 million, respectively, which includes payments to Shire of $2.0 million and $0.7 million, respectively, which are recorded as contra-revenue in the accompanying statements of operations and comprehensive income (loss). | |
The Company entered into a license agreement with a non-profit institution for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the institution (Primary Licensed Products). In addition, the Company was granted a non-exclusive, non-sub- licensable license for Secondary Licensed Products. As compensation for the licenses, the Company issued 62,500 shares of its common stock to the institution, the fair value of which was $25,000, and was expensed during 2004, to research and development expense. The Company also agreed to pay specified development milestone payments totaling up to $2.0 million for sotatercept and $0.7 million for ACE-536. In addition, the Company is obligated to pay milestone fees based on the Company's research and development progress, and U.S. sublicensing revenue ranging from 10%-25%, as well as a royalty ranging from 1.0%-3.5% of net sales on any products developed under the licenses. During the three months ended September 30, 2013 and 2012, and the nine months ended September 30, 2013 and 2012, the Company paid and expensed milestones and fees defined under the agreement totaling $50,000, zero, $50,000, and zero respectively. | Alkermes License | |
The Company entered into another license agreement with certain individuals for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the individuals. The Company agreed to pay specified development and sales milestone payments aggregating up to $1.0 million relating to the development and commercialization of dalantercept. In addition, the Company is required to pay royalties in the low single-digits on worldwide net product sales of dalantercept, with royalty obligations continuing at a 50% reduced rate for a period of time after patent expiration. If the Company sublicenses its patent rights, the Company will owe a percentage of sublicensing revenue, excluding payments based on the level of sales, profits or other levels of commercialization. During the nine months ended September 30, 2013 and 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | In December 2009, the Company entered into a Collaboration and License Agreement with Alkermes Plc. (Alkermes) relating to a proprietary technology platform for extending the circulating half-life of certain proteins. Under the terms of the agreement, Alkermes paid the Company an up-front cash payment of $2.0 million in December 2009, which was deferred and recognized as license revenue ratably over the estimated research and development term. In addition, Alkermes purchased | |
During 2012, the Company executed a license agreement with a research institution for an exclusive, sublicensable, worldwide, royalty-bearing license. The Company is obligated to pay development milestones and commercial milestone fees totaling up to $1.0 million. Under the agreement, if the Company uses the inventors in the clinical research, the development milestones are waived and commercial milestones shall change to $0.8 million plus any waived milestones. The Company will also pay $25,000 annually upon first commercial sale as well as royalties of 1.5% of net sales on any products developed under the patents. During the nine months ended September 30, 2013 and 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | 636,942 shares of Series D-1 Preferred Stock at a per share price of $12.56, resulting in gross proceeds to the Company of $8.0 million. The Company determined that the price of $12.56 paid by Alkermes included a premium of $2.32 per share over the fair value of the Series D-1 Preferred Stock of $10.24 as calculated by the Company in its contemporaneous stock valuation. Accordingly, the Company has recognized the premium of $1.5 million as additional license revenue on a straight-line basis over the term discussed above. In October 2011, Alkermes discontinued development of the compounds being investigated under the license agreement, and as a result, the Company recognized the remaining $2.4 million of the up-front payment as revenue, as it had no further obligations under the arrangement, though the license continues. | |
As the principal in the collaboration, Acceleron recognized cost-sharing revenue for reimbursement payments from Alkermes. During the year ended December 31, 2011, the Company recognized net cost-sharing revenue of $0.7 million. No amounts were recognized in subsequent periods. | ||
ImmunoGen Services Agreement | ||
In October 2010, the Company entered into a Biopharmaceutical Services Agreement with ImmunoGen, Inc. Acceleron agreed to develop and manufacture an ImmunoGen product. The Company determined the arrangement should be accounted for as a service arrangement, using the proportional performance method. Accordingly, the Company recognized revenue as the underlying performance criteria were met. The costs associated with the services were charged to operations as incurred. As of December 31, 2011, the work was completed, and the Company recorded revenue of $1.7 million for the year ended December 31, 2011. | ||
Other | ||
The Company entered into a license agreement with a non-profit institution for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the institution (Primary Licensed Products). In addition, the Company was granted a non-exclusive, non-sub-licensable license for Secondary Licensed Products. As compensation for the licenses, the Company issued 250,000 shares of its common stock to the institution, the fair value of which was $25,000, and was expensed during 2004, to research and development expense. The Company also agreed to pay specified development milestone payments totaling up to $2.0 million for sotatercept and $0.7 million for ACE-536. In addition, the Company is obligated to pay milestone fees based on the Company's research and development progress, and U.S. sublicensing revenue ranging from 10%-25%, as well as a royalty ranging from 1.0%-3.5% of net sales on any products developed under the licenses. During 2011 and 2012, the Company paid and expensed milestones and fees defined under the agreement totaling $0.1 million and zero, respectively. The Company also paid $0.5 million and zero in 2011 and 2012, respectively, based on the receipt of U.S. sublicensing revenue, which is recorded as research and development expense. | ||
The Company entered into another license agreement with certain individuals for an exclusive, sublicensable, worldwide, royalty-bearing license to certain patents developed by the individuals. The Company agreed to pay specified development and sales milestone payments aggregating up to $1.0 million relating to the development and commercialization of dalantercept. In addition, the Company is required to pay royalties in the low single-digits on worldwide net product sales of dalantercept, with royalty obligations continuing at a 50% reduced rate for a period of time after patent expiration. If the Company sublicenses its patent rights, the Company will owe a percentage of | ||
sublicensing revenue, excluding payments based on the level of sales, profits or other levels of commercialization. During the years ended December 31, 2011 and 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | ||
During 2012, the Company executed a license agreement with a research institution for an exclusive, sublicensable, worldwide, royalty-bearing license. The Company is obligated to pay development milestones and commercial milestone fees totaling up to $1.0 million. Under the agreement, if the Company uses the inventors in the clinical research, the development milestones are waived and commercial milestones shall change to $0.8 million plus any waived milestones. The Company will also pay $25,000 annually upon first commercial sale as well as royalties of 1.5% of net sales on any products developed under the patents. During the year ended December 31, 2012, the Company did not reach any milestones defined under the agreement and, therefore, no amounts have been paid or expensed. | ||
StockBased_Compensation1
Stock-Based Compensation | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
15. Stock-Based Compensation | 11. Stock-Based Compensation | |||||||||||||||||||||||||||
At September 30, 2013, the Company had two stock-based compensations plans, which are more fully described below. | The Company's 2003 Stock Option and Restricted Stock Plan (the 2003 Plan) provides for the issuance of stock options, restricted stock awards, and restricted stock to employees, officers, directors, consultants, and key personnel of the Company as determined by the Board. As of December 31, 2012, the total number of shares of common stock which may be issued under the 2003 Plan was 4,937,500. The number of options available for future grant was 119,542 at December 31, 2012. This number can be increased by the Board, subject to the approval of the shareholders | |||||||||||||||||||||||||||
The Company's 2003 Stock Option and Restricted Stock Plan (the 2003 Plan) provides for the issuance of stock options, restricted stock awards, and restricted stock to employees, officers, directors, consultants, and key personnel of the Company as determined by the Board. In conjunction with the effectiveness of the 2013 Equity Incentive Plan (the 2013 Plan) described below, the Company determined that no further stock options or other equity-based awards may be granted under the 2003 Plan. | The Company has not granted unrestricted stock awards under the 2003 Plan since its inception. Stock options carry an exercise price equal to the estimated fair value of the Company's common stock on the date of grant. Options generally expire ten years following the date of grant. Stock options and restricted stock awards typically vest over four years, but vesting provisions can vary based on the discretion of the Board. | |||||||||||||||||||||||||||
On September 4, 2013, the Company adopted the 2013 Plan. The Company has reserved for issuance an aggregate of 1,500,000 shares of common stock under the 2013 Plan, which is comprised of (i) the remaining 155,884 shares reserved for issuance under the 2003 Plan and (ii) an additional 1,344,116 shares. The 2013 Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by the lesser of (i) 3,150,000 shares, or (ii) 4% of the outstanding number of shares of the Company's common stock on the immediately preceding December 31st. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company's capitalization. No grants were made under the 2013 Plan as of September 30, 2013, and 1,500,000 shares were available for issuance under the 2013 Plan as of September 30, 2013. | Shares of the Company's common stock underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of shares of the Company's common stock, or otherwise terminated other than by exercise will be added back to the shares of common stock available for issuance under the 2003 Plan. Shares available for issuance under the 2003 Plan may be authorized but unissued shares of the Company's common stock or shares of the Company's common stock that have been reacquired by the Company. | |||||||||||||||||||||||||||
The Company has not granted unrestricted stock awards under the 2003 Plan and the 2013 Plan since its inception. Stock options carry an exercise price equal to the estimated fair value of the Company's common stock on the date of grant. Options generally expire ten years following the date of grant. Stock options and restricted stock awards typically vest over four years, but vesting provisions can vary based on the discretion of the Board. | During 2010, the Company modified the awards of three employees that left the Company. The modifications all related to the term of vested options post termination. The changes ranged from 3.5 years to the remaining life of the option. Awards were reviewed under ASC 718, and the fair value of the unvested options that were modified will be re-measured and the expense adjusted at each reporting period. During the years ended December 31, 2011 and 2012, non-employee stock compensation expense of $0.2 million and $36,000 respectively, was recorded. | |||||||||||||||||||||||||||
Shares of the Company's common stock underlying any awards that are forfeited, canceled, withheld upon exercise of an option, or settlement of an award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of shares of the Company's common stock, or otherwise terminated other than by exercise will be added back to the shares of common stock available for issuance under the 2013 Plan. Shares available for issuance under the 2013 Plan may be authorized but unissued shares of the Company's common stock or shares of the Company's common stock that have been reacquired by the Company. | The Company recognized stock-based compensation expense totaling $1.4 million and $1.2 million, during the years ended December 31, 2011 and 2012, respectively. | |||||||||||||||||||||||||||
Additionally, on September 4, 2013, the company adopted the 2013 Employee Stock Purchase Plan (the 2013 ESPP). Under the 2013 ESPP, 275,000 shares of the Company's common stock will be available for issuance and eligible employees of the Company may purchase shares of common stock during pre-specified purchase periods at a price equal to the lesser of 85% of the fair market value of a share of its common stock at the beginning of the purchase period or 85% of the fair market value of a share of its common stock at the end of the purchase period. As of September 30, 2013, the initial purchase period under the 2013 ESPP has not yet commenced. | Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | |||||||||||||||||||||||||||
The Company recognized stock-based compensation expense totaling $0.5 million, $0.3 million, $1.4 million and $0.9 million during the three months ended September 30, 2013 and 2012 and the nine months ended September 30, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||
Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | December 31, | |||||||||||||||||||||||||||
2011 | 2012 | |||||||||||||||||||||||||||
Research and development | $ | 686 | $ | 514 | ||||||||||||||||||||||||
Three Months | Nine Months | General and administrative | 741 | 692 | ||||||||||||||||||||||||
Ended | Ended | |||||||||||||||||||||||||||
September 30, | September 30, | $ | 1,427 | $ | 1,206 | |||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||||||||
Research and development | $ | 149 | $ | 137 | $ | 460 | $ | 374 | ||||||||||||||||||||
General and administrative | 344 | 196 | 981 | 487 | The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | |||||||||||||||||||||||
$ | 493 | $ | 332 | $ | 1,441 | $ | 861 | |||||||||||||||||||||
Year Ended | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | 2011 | 2012 | ||||||||||||||||||||||||||
Expected volatility | 66 | % | 69 | % | ||||||||||||||||||||||||
Expected term (in years) | 6 | 6 | ||||||||||||||||||||||||||
Three Months | Nine Months | Risk-free interest rate | 1.1 | % | 0.9 | % | ||||||||||||||||||||||
Ended | Ended | Expected dividend yield | — | % | — | % | ||||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Fair Value of Underlying Instrument | ||||||||||||||||||||||||
Expected volatility | — | % | 66.9 | % | 70.3 | % | 66.9 | % | ||||||||||||||||||||
Expected term (in years) | — | 6 | 6 | 6 | The Company estimates the fair value of its stock-based awards to employees using the Black-Scholes option pricing model. | |||||||||||||||||||||||
Risk-free interest rate | — | % | 0.9 | % | 1.4 | % | 0.9 | % | ||||||||||||||||||||
Expected dividend yield | — | % | — | % | — | % | — | % | Expected Volatility | |||||||||||||||||||
Fair Value of Underlying Instrument | The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. | |||||||||||||||||||||||||||
The Company estimates the fair value of its stock-based awards to employees using the Black-Scholes option pricing model. | Expected Term | |||||||||||||||||||||||||||
Expected Volatility | The Company estimates the expected life of its employee stock options using the "simplified" method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. | |||||||||||||||||||||||||||
The Company estimated the expected volatility based on actual historical volatility of the stock price of similar companies with publicly-traded equity securities. The Company calculated the historical volatility of the selected companies by using daily closing prices over a period of the expected term of the associated award. The companies were selected based on their enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the associated award. A decrease in the selected volatility would decrease the fair value of the underlying instrument. | Risk-Free Interest Rate | |||||||||||||||||||||||||||
Expected Term | The Company estimated the risk-free interest rate in reference to the yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. A decrease in the selected risk-free rate would decrease the fair value of the underlying instrument. | |||||||||||||||||||||||||||
The Company estimates the expected life of its employee stock options using the "simplified" method, as prescribed in Staff Accounting Bulletin (SAB) No. 107, whereby, the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to its lack of sufficient historical data. | Expected Dividend Yield | |||||||||||||||||||||||||||
Risk-Free Interest Rate | The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | |||||||||||||||||||||||||||
The Company estimated the risk-free interest rate in reference to the yield on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. A decrease in the selected risk-free rate would decrease the fair value of the underlying instrument. | Stock Options | |||||||||||||||||||||||||||
Expected Dividend Yield | The following table summarizes the stock option activity under the 2003 Plan during the year ended December 31, 2012 (in thousands): | |||||||||||||||||||||||||||
The Company estimated the expected dividend yield based on consideration of its historical dividend experience and future dividend expectations. The Company has not historically declared or paid dividends to stockholders. Moreover, it does not intend to pay dividends in the future, but instead expects to retain any earnings to invest in the continued growth of the business. Accordingly, the Company assumed an expected dividend yield of 0.0%. | ||||||||||||||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | |||||||||||||||||||||||||
Stock Options | of Grants | Average | Average | Intrinsic | ||||||||||||||||||||||||
Exercise | Contractual | Value(1) | ||||||||||||||||||||||||||
The following table summarizes the stock option activity for all stock option plans during the nine months ended September 30, 2013 (in thousands): | Price | Life (in years) | ||||||||||||||||||||||||||
Per Share | ||||||||||||||||||||||||||||
Outstanding at December 31, 2011 | 3,151 | $ | 3.76 | 6.88 | $ | 4,968 | ||||||||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | Granted | 722 | $ | 5.76 | |||||||||||||||||||||
of Grants | Average | Average | Intrinsic | Exercised | (39 | ) | $ | 4.04 | ||||||||||||||||||||
Exercise | Contractual | Value(1) | Canceled or forfeited | (104 | ) | $ | 4.32 | |||||||||||||||||||||
Price | Life (in years) | |||||||||||||||||||||||||||
Per Share | Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | $ | 13,946 | |||||||||||||||||||||
Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | ||||||||||||||||||||||||
Granted | 9 | $ | 9.64 | Exercisable at December 31, 2012 | 2,379 | $ | 3.56 | 5.32 | $ | 10,250 | ||||||||||||||||||
Exercised | (38 | ) | $ | 1.34 | ||||||||||||||||||||||||
Canceled or forfeited | (45 | ) | $ | 4.31 | Vested and expected to vest at December 31, 2012(2) | 3,637 | $ | 4.12 | 6.55 | $ | 13,722 | |||||||||||||||||
Outstanding at September 30, 2013 | 3,656 | $ | 4.18 | 6 | $ | 65,987 | ||||||||||||||||||||||
Exercisable at September 30, 2013 | 2,665 | $ | 3.78 | 5.12 | $ | 49,173 | -1 | |||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2011 and 2012. | ||||||||||||||||||||||||||||
Vested and expected to vest at September 30, 2013(2) | 3,604 | $ | 4.16 | 5.96 | $ | 65,113 | ||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||
This represents the number of vested options at December 31, 2012, plus the number of unvested options expected to vest at December 31, 2012, based on the unvested options outstanding at December 31, 2012, adjusted for the estimated forfeiture rate. | ||||||||||||||||||||||||||||
-1 | During the years ended December 31, 2011 and 2012, the Company granted stock options to purchase an aggregate of 334,175 and 722,000, shares of its common stock, respectively, with a weighted-average grant date fair value of options granted of $5.12 and $7.20, respectively. | |||||||||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at September 30, 2013. | ||||||||||||||||||||||||||||
During the years ended December 31, 2011 and 2012, current and former employees of the Company exercised a total of 94,748 and 38,697, options, respectively, resulting in total proceeds of $0.2 million and $0.2 million, respectively. | ||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||
This represents the number of vested options at September 30, 2013, plus the number of unvested options expected to vest at September 30, 2013, based on the unvested options outstanding at September 30, 2013, adjusted for the estimated forfeiture rate. | The aggregate intrinsic value of options exercised during the year ended December 31, 2012, was $47,000. | |||||||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company granted stock options to purchase an aggregate of 8,750 shares of its common stock, with a weighted-average grant date fair value of options granted of $9.64. | As of December 31, 2012, there was $4.4 million of unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.9 years. | |||||||||||||||||||||||||||
During the nine months ended September 30, 2013, current and former employees of the Company exercised a total of 37,532 options, resulting in total proceeds of $50,000. | ||||||||||||||||||||||||||||
The aggregate intrinsic value of options exercised during the nine months ended September 30, 2013 was $306,000. | ||||||||||||||||||||||||||||
As of September 30, 2013, there was $3.3 million of unrecognized compensation expense related to unvested stock options that is expected to be recognized over a weighted-average period of 2.2 years. | ||||||||||||||||||||||||||||
Income_Taxes1
Income Taxes | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2013 | Dec. 31, 2012 | ||||||||
Income Taxes | ' | ' | |||||||
Income Taxes | ' | ' | |||||||
16. Income Taxes | 13. Income Taxes | ||||||||
The Company provides for income taxes under ASC Topic 740, Accounting for Income Taxes. Under ASC Topic 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | The Company provides for income taxes under ASC 740. Under ASC 740, the liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. | ||||||||
For the three and nine months end September 30, 2013 and 2012, the Company did not record a current or deferred income tax expense or benefit. | For the years ended December 31, 2011 and 2012, the Company did not record a current or deferred income tax expense or benefit. | ||||||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of September 30, 2013 and December 31, 2012. | The Company's income (loss) before income taxes was $36.3 million and $(32.6) million for the years ended December 31, 2011 and 2012, respectively, and was generated entirely in the United States. | ||||||||
The Company files income tax returns in the United States, and various state and foreign jurisdictions. The federal, state and foreign income tax returns are generally subject to tax examinations for the tax years ended December 31, 2009 through December 31, 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. | Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company's deferred tax assets are comprised of the following (in thousands): | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2011 | 2012 | ||||||||
Deferred tax assets: | |||||||||
U.S. and state net operating loss carryforwards | $ | 20,016 | $ | 35,584 | |||||
Research and development credits | 5,383 | 5,384 | |||||||
Deferred revenue | 25,690 | 21,882 | |||||||
Accruals and other temporary differences | 5,889 | 5,333 | |||||||
Total deferred tax assets | 56,978 | 68,183 | |||||||
Less valuation allowance | (56,978 | ) | (68,183 | ) | |||||
Net deferred tax assets | $ | — | $ | — | |||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company's history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2011 and 2012. The valuation allowance increased by $11.2 million during the year ended December 31, 2012, due primarily to the generation of net operating losses during the period. The valuation allowance decreased by $14.3 million during the year ended December 31, 2011, due primarily to the utilization of net operating losses during the period. | |||||||||
A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2011 | 2012 | ||||||||
Federal income tax expense at statutory rate | 34 | % | 34 | % | |||||
State income tax, net of federal benefit | 5 | % | 4.2 | % | |||||
Permanent differences | 1.5 | % | (3.4 | )% | |||||
Research and development credit | (1.0 | )% | — | % | |||||
Other | — | % | (0.4 | )% | |||||
Change in valuation allowance | (39.5 | )% | (34.4 | )% | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
As of December 31, 2011 and 2012, the Company had U.S. federal net operating loss carryforwards of $53.6 million and $93.3 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2032. As of December 31, 2011 and 2012, the Company also had U.S. state net operating loss carryforwards of $35.8 million and $75.4 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2032. As a result of the up-front payment pursuant to the Company's collaboration agreement with Celgene, the Company expects that it will use a significant portion of its net operating loss carryforwards in 2011. | |||||||||
As of December 31, 2011 and 2012, the Company had federal research and development tax credit carryforwards of $3.8 million and $3.8 million, respectively, available to reduce future tax liabilities which expire at various dates through 2032. As of December 31, 2011 and 2012, the Company had state research and development tax credit carryforwards of approximately $2.4 million and $2.4 million, respectively, available to reduce future tax liabilities which expire at various dates through 2027. | |||||||||
Under the provisions of the Internal Revenue Code, the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50 percent, as defined under Sections 382 and 383 of the Internal Revenue Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code, or could result in a change in control in the future. | |||||||||
The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2011 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company's statements of operations and comprehensive income (loss). | |||||||||
For all years through December 31, 2012, the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company's research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these two years. A full valuation allowance has been provided against the Company's research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. | |||||||||
The Company files income tax returns in the United States, and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2009 through December 31, 2012. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. | |||||||||
LongTerm_Debt1
Long-Term Debt | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||
Long-Term Debt. | ' | ' | ||||||||
Long-Term Debt | ' | ' | ||||||||
17. Long-Term Debt | 14. Long-Term Debt | |||||||||
On June 7, 2012, the Company entered into a loan and security agreement (the Loan Agreement) with three lenders, pursuant to which the Company received a loan in the aggregate principal amount of $20.0 million. The Company is required to repay the aggregate principal balance under the Loan Agreement in 42 months. The first 12 payments are interest only and the remaining 30 payments are equal monthly installments of principal plus interest. The Loan Agreement provided that the interest only period could be extended under certain circumstances. The Company did not trigger the requirements and began paying principal in July 2013. | On June 26, 2009, the Company entered into a Senior Loan Agreement (the 2009 Senior Loan Agreement) with three lenders that provides for a total funding commitment of $10.0 million. The Company was required to make payments over 36 months, the first 6 payments of which were interest only, and the principal balance plus accrued interest was payable over the remaining 30 months. Interest accrued at 12.70% per annum. The Company was not subject to any financial covenants under this arrangement. The 2009 Senior Loan Agreement was secured by substantially all of the assets of the Company other than intellectual property and certain permanent capital improvements to the leased facilities. In accordance with the 2009 Senior Loan Agreement, the Company issued warrants to purchase 45,786 shares of Series C-1 Preferred Stock with a fair value at issuance of $0.3 million. The fair value of the warrants, which was determined using the Black-Scholes option pricing model on the date of issue was treated as a discount to the debt and accreted to interest expense using the effective interest method. As of December 31, 2011 and 2012, the outstanding balance under the 2009 Senior Loan Agreement was $2.3 million and zero, respectively. | |||||||||
Per annum interest is payable at the 8.5%. The Loan Agreement also included a closing fee of $0.2 million. The Company is amortizing the cost over the 42 months of loan. The Loan Agreement is also subject to an additional deferred payment of $1.2 million due with the final payment. The Company is recording the deferred payment to interest expense over the term of the Loan Agreement. The resulting effective interest rate is approximately 11.8%. The company is not subject to any financial covenants and the Loan Agreement is secured by a lien on all of the Company's personal property as of, or acquired after, the date of the Loan Agreement, except for intellectual property. | On March 18, 2010, the Company entered into a loan modification agreement (the 2010 Loan Modification Agreement) with the same three lenders as the 2009 Senior Loan Agreement. The 2010 Loan Modification Agreement provides for an additional funding commitment of $10.0 million. As of December 31, 2011 and 2012, the outstanding balance under the 2010 Loan Modification Agreement was $3.2 million and zero, respectively. The Company was required to make payments over 27 months, the first 3 payments of which were interest only, and the principal balance plus accrued interest was payable over the remaining 24 months. Interest accrued at 15.00% per annum. The Company was not subject to any financial covenants under this arrangement. The 2010 Loan Modification Agreement was secured by substantially all of the assets of the Company other than intellectual property and certain permanent capital improvements to the leased facilities. In accordance with the 2010 Loan Modification Agreement, the Company issued warrants to purchase 63,693 shares of Series D-1 Preferred Stock with a fair value at issuance of $0.5 million. The fair value of the warrants, which was determined using the Black-Scholes option pricing model, on the date of issue was treated as a discount to the debt and accreted to interest expense using the effective interest method. | |||||||||
The Loan Agreement defines events of default, including the occurrence of an event that results in a material adverse effect upon the Company's business operations, properties, assets or condition (financial or otherwise), its ability to perform its obligations under and in accordance with the terms of the Loan Agreement, or upon the ability of the lenders to enforce any of their rights or remedies with respect to such obligations, or upon the collateral under the Loan Agreement or upon the liens of the lenders on such collateral or upon the priority of such liens. As of September 30, 2013 and December 31, 2012, there have been no events of default under the loan. As of September 30, 2013 and December 31, 2012, the principal balance outstanding was $18.2 million and $20.0 million, respectively. | On June 7, 2012, the Company entered into a loan and security agreement (the Loan Agreement) with the same three lenders, pursuant to which the Company received a loan in the aggregate principal amount of $20.0 million. The Company is required to repay the aggregate principal balance under the Loan Agreement in 42 months. The first 12 payments are interest only and the remaining 30 payments are equal monthly installments of principal plus interest. The Loan Agreement provided that the interest only period could be extended under certain circumstances. The Company did not trigger the requirements and will begin paying principal in July 2013. | |||||||||
The roll-forward of the notes payable balance during the nine months ending September 30, 2013, was as follows (in thousands): | Per annum interest is payable at the 8.5%. The Loan Agreement also included a closing fee of $0.2 million. The Company is amortizing the cost over the 42 months of loan. The Loan Agreement is also subject to an additional deferred payment of $1.2 million due with the final payment. The Company is recording the deferred payment to interest expense over the term of the Loan Agreement. The resulting effective interest rate is approximately 11.8%. The company is not subject to any financial covenants and the Loan Agreement is secured by a lien on all of the Company's personal property as of, or acquired after, the date of the Loan Agreement, except for intellectual property. | |||||||||
The Loan Agreement defines events of default, including the occurrence of an event that results in a material adverse effect upon the Company's business operations, properties, assets or condition (financial or otherwise), its ability to perform its obligations under and in accordance with the terms of the Loan Agreement, or upon the ability of the lenders to enforce any of their rights or remedies with respect to such obligations, or upon the collateral under the Loan Agreement or upon the liens of the lenders on such collateral or upon the priority of such liens. The lenders also received a right, to purchase at fair value, up to $2.0 million of equity of the Company sold in any sale by the Company to third parties of equity securities resulting in at least $5.0 million in net cash proceeds to the Company, subject to certain exceptions. As of December 31, 2012, there have been no events of default under the loan. As of December 31, 2012, the principal balance outstanding was $20.0 million. | ||||||||||
Total notes payable (current and long -term portions) balance as of December 31, 2012 | $ | 20,193 | ||||||||
Interest accrued | 257 | At December 31, 2012, future minimum payments related to long-term debt were as follows (in thousands): | ||||||||
Repayment of long-term debt | (1,815 | ) | ||||||||
18,635 | Year ending December 31: | |||||||||
Less current portion | (7,656 | ) | 2013 | $ | 5,304 | |||||
2014 | 8,908 | |||||||||
Noncurrent financing obligations as of September 30, 2013 | $ | 10,979 | 2015 | 10,108 | ||||||
Less amounts representing interest | (3,120 | ) | ||||||||
Less Deferred Fee | (1,200 | ) | ||||||||
Future minimum principal payments | 20,000 | |||||||||
Less current portion | 3,668 | |||||||||
Noncurrent financing obligations | $ | 16,332 | ||||||||
Related_Party_Transactions1
Related Party Transactions | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Related Party Transactions | ' | ' | ||||||||||||||||||||
Related Party Transactions | ' | ' | ||||||||||||||||||||
18. Related Party Transactions | 15. Related Party Transactions | |||||||||||||||||||||
Celgene Corporation (Celgene) | Celgene Corporation (Celgene) | |||||||||||||||||||||
In connection with its entry into the collaboration agreement with Celgene, on February 2008, the Company sold Celgene 457,875 shares of its Series C-1 Preferred Stock. As part of the Company's June 2010 Series E financing, Celgene purchased 36,496 shares of Series E Preferred Stock and received warrants to purchase 38,979 shares of common stock. As part of the Company's December 2011 Series F financing, Celgene purchased 1,990,446 shares of Series F Preferred Stock. In connection with the Company's September 2013 initial public offering, Celgene purchased 666,667 shares of common stock. As a result of these transactions, Celgene owned 9.8% and 9.9% of the Company's fully diluted equity as of September 30, 2013 and December 31, 2012, respectively. Refer to Note 14 for additional information regarding this collaboration agreement. | In connection with its entry into the collaboration agreement with Celgene, on February 2008, the Company sold Celgene 457,875 shares of its Series C-1 Preferred Stock. As part of the Company's June 2010 Series E financing, Celgene purchased 36,496 shares of Series E Preferred Stock and received warrants to purchase 38,979 shares of common stock. As part of the Company's December 2011 Series F financing, Celgene purchased 1,990,446 shares of Series F Preferred Stock. As a result of these transactions, Celgene owned 9.9% of the Company's fully diluted equity as of December 31, 2012. Refer to Note 10 for additional information regarding this collaboration agreement. | |||||||||||||||||||||
During the nine months ended September 30, 2013, the Company recognized $20.8 million in collaboration revenue under the Celgene collaboration arrangement and, as of September 30, 2013, had $8.6 million of deferred revenue related to the Celgene collaboration arrangement. | During the year ended December 31, 2012, the Company recognized $4.9 million in collaboration revenue under the Celgene collaboration arrangement and, as of December 31, 2012, had $10.3 million of deferred revenue related to the Celgene collaboration arrangement. | |||||||||||||||||||||
The Company recognized revenue from Celgene during the three and nine months ended September 30, 2013 and 2012 as follows (in thousands): | The Company recognized revenue from Celgene during the years ended December 31, 2011 and 2012 as follows (in thousands): | |||||||||||||||||||||
Three Months | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||
Ended | September 30, | 2011 | 2012 | |||||||||||||||||||
September 30, | License and milestone | $ | 63,607 | $ | 2,035 | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | Cost sharing, net | (121 | ) | 2,879 | |||||||||||||||
License and milestone | $ | 638 | $ | 535 | $ | 11,722 | $ | 1,491 | ||||||||||||||
Cost sharing, net | 3,632 | 846 | 9,041 | 2,106 | $ | 63,486 | $ | 4,914 | ||||||||||||||
$ | 4,270 | $ | 1,381 | $ | 20,763 | $ | 3,597 | |||||||||||||||
Alkermes | ||||||||||||||||||||||
Alkermes | One of the Company's directors is also the Chairman, President, and Chief Executive Officer of Alkermes plc, the parent company of Alkermes, with which the Company entered into a collaboration agreement during 2009. | |||||||||||||||||||||
One of the Company's directors is also the Chairman, President, and Chief Executive Officer of Alkermes plc, the parent company of Alkermes, with which the Company entered into a collaboration agreement during 2009. | As of December 31, 2012, Alkermes held 695,250 shares of the Company's Preferred Stock and warrants to purchase 42,624 shares of common stock. For the year ended December 31, 2011, Alkermes paid the Company $0.7 million for research services. No such fees were paid to the Company during 2012. | |||||||||||||||||||||
As of December 31, 2012, Alkermes held 695,250 shares of the Company's Preferred Stock and warrants to purchase 42,624 shares of common stock. Upon the closing of the IPO on September 24, 2013, all of the shares of the Company's preferred stock held by Alkermes were converted into 718,655 shares of common stock. No research fees were paid to the Company during 2012 or 2013. | Related-Party Receivable | |||||||||||||||||||||
Related-Party Receivable | On January 28, 2008, the Company issued a secured promissory note (the Note Receivable) in the amount of $0.2 million to the current chief executive officer of the Company (the CEO). The Note Receivable bears interest at an annual interest rate of 3.11% and was initially repayable on the earlier of January 28, 2011, or the date prior to the date that the Company files a registration statement with the SEC, covering shares of its common stock. The Note Receivable is secured by shares of the Company's common stock owned by the CEO. On December 22, 2010, the term was extended until January 28, 2014, or the date prior to the date that the Company files a registration statement with the SEC covering shares of its common stock. | |||||||||||||||||||||
On January 28, 2008, the Company issued a secured promissory note (the Note Receivable) in the amount of $0.2 million to the current chief executive officer of the Company (the CEO). The Note Receivable bears interest at an annual interest rate of 3.11% and was initially repayable on the earlier of January 28, 2011, or the date prior to the date that the Company files a registration statement with the SEC, covering shares of its common stock. The Note Receivable was secured by shares of the Company's common stock owned by the CEO. On December 22, 2010, the term was extended until January 28, 2014, or the date prior to the date that the Company files a registration statement with the SEC covering shares of its common stock. | In November 2012, the Company further modified the terms of the Note Receivable, such that in the event that an acquisition event occurs or the company files a registration statement with the SEC on or before the maturity date, the unpaid principal and interest will be forgiven. The Company evaluated the forgiveness provisions and determined that forgiveness was not probable as of December 31, 2012, and as such, continued to record the Note Receivable as an asset at December 31, 2012. As a result of the Company's filing of a registration statement with the SEC on August 6, 2013 which triggered the forgiveness of the Note Receivable, the Company expensed the unpaid principal and interest expense totaling $0.2 million as compensation expense during 2013. | |||||||||||||||||||||
In November 2012, the Company further modified the terms of the Note Receivable, such that in the event that an acquisition event occurs or the company files a registration statement with the SEC on or before the maturity date, the unpaid principal and interest will be forgiven. The Company evaluated the forgiveness provisions and determined that forgiveness was not probable as of December 31, 2012, and as such, continued to record the Note Receivable as an asset at December 31, 2012. As a result of the Company's filing of a registration statement with the SEC on August 6, 2013 which triggered the forgiveness of the Note Receivable, the Company expensed the unpaid principal and interest expense totaling $0.2 million as compensation expense during the nine months ended September 30, 2013. | ||||||||||||||||||||||
Supplementary_Financial_Data
Supplementary Financial Data | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Supplementary Financial Data | ' | |||||||||||||
Supplementary Financial Data | ' | |||||||||||||
19. Supplementary Financial Data | ||||||||||||||
The following table presents certain unaudited quarterly financial information for the eleven quarters in the period ended September 30, 2013. This information has been prepared on the same basis as the audited financial statements and includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the unaudited quarterly results of operations set forth herein. Net income (loss) per share for all periods presented have been retroactively adjusted to reflect the 1-for-4 reverse stock split effected on September 5, 2013. | ||||||||||||||
For the Three Months Ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands except per share data) | ||||||||||||||
(unaudited) | ||||||||||||||
2013:00:00 | ||||||||||||||
Total revenue | $ | 15,012 | $ | 26,427 | $ | 4,270 | ||||||||
Total costs and expenses | (11,876 | ) | (12,276 | ) | (11,154 | ) | ||||||||
Income (loss) from operations | 3,136 | 14,151 | (6,884 | ) | ||||||||||
Net income (loss) | 1,647 | 13,078 | (18,513 | ) | ||||||||||
Basic net income (loss) per share* | $ | (0.24 | ) | $ | 0.3 | $ | (5.62 | ) | ||||||
Diluted net income (loss) per share* | $ | (0.24 | ) | $ | 0.28 | $ | (5.62 | ) | ||||||
2012:00:00 | ||||||||||||||
Total revenue | $ | 3,324 | $ | 4,040 | $ | 3,905 | $ | 3,985 | ||||||
Total costs and expenses | (10,257 | ) | (10,944 | ) | (10,763 | ) | (12,179 | ) | ||||||
Loss from operations | (6,933 | ) | (6,904 | ) | (6,858 | ) | (8,194 | ) | ||||||
Net loss | (7,588 | ) | (7,400 | ) | (7,215 | ) | (10,379 | ) | ||||||
Basic net loss per share* | $ | (1.50 | ) | $ | (5.93 | ) | $ | (5.82 | ) | $ | (7.10 | ) | ||
Diluted net loss per share* | $ | (1.50 | ) | $ | (5.93 | ) | $ | (5.82 | ) | $ | (7.10 | ) | ||
2011:00:00 | ||||||||||||||
Total revenue | $ | 6,260 | $ | 12,925 | $ | 57,534 | $ | 4,192 | ||||||
Total costs and expenses | (11,442 | ) | (11,497 | ) | (9,680 | ) | (9,736 | ) | ||||||
Income (loss) from operations | (5,182 | ) | 1,428 | 47,854 | (5,544 | ) | ||||||||
Net income (loss) | (5,725 | ) | 958 | 47,486 | (6,452 | ) | ||||||||
Basic net income (loss) per share* | $ | (4.88 | ) | $ | (1.93 | ) | $ | 2.33 | $ | (5.03 | ) | |||
Diluted net income (loss) per share* | $ | (4.88 | ) | $ | (1.93 | ) | $ | 2.3 | $ | (5.03 | ) | |||
-1 | ||||||||||||||
The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts. | ||||||||||||||
* | ||||||||||||||
Applicable to common stockholders | ||||||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Basis of Presentation | ' | ' |
Basis of Presentation | ' | ' |
2. Basis of Presentation | Basis of Presentation | |
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). | |
The accompanying interim balance sheet as of September 30, 2013, the statements of operations and comprehensive loss for the three and nine months ended September 30, 2013 and 2012 and statements of cash flows for the nine months ended September 30, 2013 and 2012, and the financial data and other information disclosed in these notes related to the nine months ended September 30, 2013 and 2012 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements as of and for the year ended December 31, 2012, and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company's financial position as of September 30, 2013, and the results of its operations and its cash flows for the three and nine months ended September 30, 2013 and 2012. | ||
The results for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the year ending December 31, 2013, any other interim periods, or any future year or period. These interim financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2012, and the notes thereto, which are included in the Company's Prospectus that forms a part of the Company's Registration Statement on Form S-1 (File No. 333-190417), which was filed with the Securities and Exchange Commission (the SEC) pursuant to Rule 424(b) on September 19, 2013 (the Prospectus). | ||
On September 24, 2013 the Company completed its initial public offering (IPO) whereby the Company sold 6,417,000 shares of common stock (including 837,000 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option by the underwriters in connection with the offering) at a price of $15.00 per share. The shares began trading on the Nasdaq Global Select Market on September 19, 2013. The aggregate net proceeds received by the Company from the offering were $86.8 million, net of underwriting discounts and commissions and estimated offering expenses payable by the Company. Upon the closing of the IPO, all outstanding shares of convertible preferred stock converted into 18,516,993 shares of common stock and warrants exercisable for convertible preferred stock were automatically converted into warrants exercisable for 141,370 shares of common stock, resulting in the reclassification of the related convertible preferred stock warrant liability of $2.0 million to additional paid-in capital. Additionally, the Company is now authorized to issue 175,000,000 shares of common stock and 25,000,000 shares of undesignated preferred stock. | ||
On September 24, 2013 the Company also completed the sale of a private placement of 666,667 shares of common stock to Celgene Corporation at the IPO price of $15.00 per share concurrent with and at the same offer price as the IPO. The aggregate net proceeds received by the Company from the concurrent private placement were $10.0 million. | ||
On August 23, 2013, the board of directors (the Board) and the stockholders of the Company approved a one-for-four reverse stock split of the Company's outstanding common stock, which was effected on September 3, 2013. Stockholders entitled to fractional shares as a result of the reverse stock split will receive a cash payment in lieu of receiving fractional shares. The Company's historical share and per share information have been retroactively adjusted to give effect to this reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the agreements governing such securities. | ||
The accompanying condensed financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of September 30, 2013, the Company's significant accounting policies and estimates, which are detailed in the Company's Prospectus, have not changed. | ||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||
Fair Value Measurements | ' | ' | ||||||||||||||||||||||||||
Schedule of financial instruments carried at fair value | ' | ' | ||||||||||||||||||||||||||
The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of September 30, 2013 and December 31, 2012 (in thousands): | The following tables set forth the Company's financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of December 31, 2011 and 2012 (in thousands): | |||||||||||||||||||||||||||
September 30, 2013 | December 31, 2011 | |||||||||||||||||||||||||||
Quoted Prices | Significant Other | Significant | Total | Quoted Prices | Significant Other | Significant | Total | |||||||||||||||||||||
in Active Markets | Observable | Unobservable | in Active Markets | Observable | Unobservable | |||||||||||||||||||||||
for Identical Items | Inputs | Inputs | for Identical Items | Inputs | Inputs | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
Assets: | Assets: | |||||||||||||||||||||||||||
Money market funds | $ | 116,382 | $ | — | $ | — | $ | 116,382 | Money market funds | $ | 61,269 | $ | — | $ | — | $ | 61,269 | |||||||||||
Restricted cash | 913 | — | — | 913 | Restricted cash | 912 | — | — | 912 | |||||||||||||||||||
Total assets | $ | 117,295 | $ | — | $ | — | $ | 117,295 | Total assets | $ | 62,181 | $ | — | $ | — | $ | 62,181 | |||||||||||
Liabilities: | Liabilities: | |||||||||||||||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | — | $ | — | Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,046 | $ | 1,046 | |||||||||||
Warrants to purchase common stock | — | — | 16,526 | 16,526 | Warrants to purchase common stock | — | — | 3,347 | 3,347 | |||||||||||||||||||
Total liabilities | $ | — | $ | — | $ | 16,526 | $ | 16,526 | Total liabilities | $ | — | $ | — | $ | 4,393 | $ | 4,393 | |||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||
Quoted Prices | Significant other | Significant | Total | |||||||||||||||||||||||||
December 31, 2012 | in Active Markets | Observable | Unobservable | |||||||||||||||||||||||||
Quoted Prices | Significant other | Significant | Total | for Identical Items | Inputs | Inputs | ||||||||||||||||||||||
in Active Markets | Observable | Unobservable | (Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
for Identical Items | Inputs | Inputs | Assets: | |||||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | |||||||||||||||||
Assets: | Restricted cash | 913 | — | — | 913 | |||||||||||||||||||||||
Money market funds | $ | 36,847 | $ | — | $ | — | $ | 36,847 | ||||||||||||||||||||
Restricted cash | 913 | — | — | 913 | Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | |||||||||||||||
Total assets | $ | 37,760 | $ | — | $ | — | $ | 37,760 | Liabilities: | |||||||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | ||||||||||||||||||||
Liabilities: | Warrants to purchase common stock | — | — | 5,229 | 5,229 | |||||||||||||||||||||||
Warrants to purchase redeemable convertible preferred stock | $ | — | $ | — | $ | 1,422 | $ | 1,422 | ||||||||||||||||||||
Warrants to purchase common stock | — | — | 5,229 | 5,229 | Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | |||||||||||||||
Total liabilities | $ | — | $ | — | $ | 6,651 | $ | 6,651 | ||||||||||||||||||||
Summary of changes in the fair value of the preferred and common stock warrant liability | ' | ' | ||||||||||||||||||||||||||
The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which have been classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | The following table sets forth a summary of changes in the fair value of the Company's preferred and common stock warrant liability, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy, wherein fair value is estimated using significant unobservable inputs (in thousands): | |||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Beginning balance | $ | 3,912 | $ | 4,393 | ||||||||||||||||||||
Beginning balance | $ | 7,390 | $ | 5,089 | $ | 6,651 | $ | 4,393 | Change in fair value | 481 | 2,258 | |||||||||||||||||
Change in fair value | 11,149 | (132 | ) | 12,649 | 564 | Exercises | — | — | ||||||||||||||||||||
Exercises | — | — | (678 | ) | — | Repurchases | — | — | ||||||||||||||||||||
Repurchases | — | — | (83 | ) | — | |||||||||||||||||||||||
Conversions | (2,013 | ) | — | (2,013 | ) | — | Ending balance | $ | 4,393 | $ | 6,651 | |||||||||||||||||
Ending balance | $ | 16,526 | $ | 4,957 | $ | 16,526 | $ | 4,957 | ||||||||||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Net Loss Per Share | ' | ' | ||||||||||||||||||||
Schedule of anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share | ' | ' | ||||||||||||||||||||
The following common stock equivalents were excluded from the calculation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share for the periods indicated because including them would have had an anti-dilutive effect (in thousands): | |||||||||||||||||||||
Three Months | Nine Months | Year Ended | ||||||||||||||||||||
Ended | Ended | December 31, | ||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Outstanding stock options | — | 3,730 | ||||||||||||||||
Outstanding stock options | 3,667 | 3,352 | 3,690 | 3,232 | Common stock warrants | 874 | 884 | |||||||||||||||
Common stock warrants | 881 | 884 | 874 | 884 | Preferred stock | — | 18,166 | |||||||||||||||
Preferred stock | 16,658 | 18,166 | 17,609 | 18,166 | Preferred stock warrants | — | 248 | |||||||||||||||
Preferred stock warrants | 130 | 248 | 152 | 248 | ||||||||||||||||||
874 | 23,028 | |||||||||||||||||||||
21,336 | 22,650 | 22,325 | 22,530 | |||||||||||||||||||
Warrants_Tables1
Warrants (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||||||
Warrants | ' | ' | ||||||||||||||||||||||||||||||
Summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants | ' | ' | ||||||||||||||||||||||||||||||
Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | Below is a summary of the number of shares issuable upon exercise of outstanding warrants and the terms and accounting treatment for the outstanding warrants (in thousands, except per share data): | |||||||||||||||||||||||||||||||
Balance Sheet | Balance Sheet Classification | |||||||||||||||||||||||||||||||
Warrants as of | Weighted- | Classification | Warrants as of | Weighted- | ||||||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||||||
Exercise | Exercise | December 31, | ||||||||||||||||||||||||||||||
Price Per | December 31, | December 31, | Price | |||||||||||||||||||||||||||||
September 30, | December 31, | Share | Expiration | September 30, | December 31, | 2011 | 2012 | Per Share | Expiration | 2011 | 2012 | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Warrant to purchase Series A Preferred Stock | 107 | 107 | $ | 4 | February 28, 2013 | Liability | Liability(1) | |||||||||||||||||||||
Warrant to purchase Series A Preferred Stock | — | 107 | $ | 4 | February 28, 2013 | N/A(1) | Liability | Warrants to purchase Series B Preferred Stock | 32 | 32 | 7.4 | December 21, 2013 | Liability | Liability | ||||||||||||||||||
Warrants to purchase Series B Preferred Stock | — | 32 | 7.4 | December 21, 2013 | N/A(2) | Liability | Warrants to purchase Series C-1 Preferred Stock | 46 | 46 | 10.92 | June 25, 2019 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series C-1 Preferred Stock | — | 46 | 10.92 | June 25, 2019 | N/A(2) | Liability | Warrants to purchase Series D-1 Preferred Stock | 64 | 64 | 12.56 | March 18, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Series D-1 Preferred Stock | — | 64 | 12.56 | March 18, 2020 | N/A(2) | Liability | Warrants to purchase common stock | 872 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | |||||||||||||||||||
Warrants to purchase Common Stock | 32 | — | 7.4 | December 21, 2013 | Equity(2) | N/A | Warrants to purchase common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity | Equity(2) | |||||||||||||||||||
Warrants to purchase Common Stock | 46 | — | 10.92 | June 25, 2019 | Equity(2) | N/A | ||||||||||||||||||||||||||
Warrants to purchase Common Stock | 64 | — | 12.56 | March 18, 2020 | Equity(2) | N/A | All warrants | 1,134 | 1,134 | $ | 6.56 | |||||||||||||||||||||
Warrants to purchase Common stock | 858 | 872 | 5.88 | June 10, 2020 - July 9, 2020 | Liability | Liability | ||||||||||||||||||||||||||
Warrants to purchase Common stock | 13 | 13 | 4.00 - 7.40 | March 31, 2015 - December 31, 2017 | Equity(3) | Equity | ||||||||||||||||||||||||||
All warrants | 1,013 | 1,134 | $ | 6.56 | -1 | |||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
-1 | Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2011. See discussion below for further details. | |||||||||||||||||||||||||||||||
On February 6, 2013, the warrant holder exercised a warrant to purchase 107 shares of Series A Preferred Stock on a net basis, resulting in the issuance of 47 shares of Series A Preferred Stock. | ||||||||||||||||||||||||||||||||
-2 | ||||||||||||||||||||||||||||||||
Warrants to purchase Series B Preferred Stock, Series C-1 Preferred Stock, and Series D-1 Preferred Stock were converted to warrants to purchase common stock at the closing of the IPO on September 24, 2013. | ||||||||||||||||||||||||||||||||
-3 | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock were issued in connection with various debt financing transactions that were consummated in periods prior to December 31, 2012. See discussion below for further details. | ||||||||||||||||||||||||||||||||
StockBased_Compensation_Tables1
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||||
Stock-Based Compensation | ' | ' | ||||||||||||||||||||||||||
Schedule of total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) | ' | ' | ||||||||||||||||||||||||||
Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | Total compensation cost recognized for all stock-based compensation awards in the statements of operations and comprehensive income (loss) is as follows (in thousands): | |||||||||||||||||||||||||||
Three Months | Nine Months | Year Ended | ||||||||||||||||||||||||||
Ended | Ended | December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Research and development | $ | 686 | $ | 514 | ||||||||||||||||||||
Research and development | $ | 149 | $ | 137 | $ | 460 | $ | 374 | General and administrative | 741 | 692 | |||||||||||||||||
General and administrative | 344 | 196 | 981 | 487 | ||||||||||||||||||||||||
$ | 1,427 | $ | 1,206 | |||||||||||||||||||||||||
$ | 493 | $ | 332 | $ | 1,441 | $ | 861 | |||||||||||||||||||||
Schedule of weighted-average assumptions used for estimating fair value of each option issued to employees at the date of grant using the Black-Scholes option pricing model | ' | ' | ||||||||||||||||||||||||||
The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | The fair value of each option issued to employees was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions (in thousands): | |||||||||||||||||||||||||||
Three Months | Nine Months | Year Ended | ||||||||||||||||||||||||||
Ended | Ended | December 31, | ||||||||||||||||||||||||||
September 30, | September 30, | 2011 | 2012 | |||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | Expected volatility | 66 | % | 69 | % | ||||||||||||||||||||
Expected volatility | — | % | 66.9 | % | 70.3 | % | 66.9 | % | Expected term (in years) | 6 | 6 | |||||||||||||||||
Expected term (in years) | — | 6 | 6 | 6 | Risk-free interest rate | 1.1 | % | 0.9 | % | |||||||||||||||||||
Risk-free interest rate | — | % | 0.9 | % | 1.4 | % | 0.9 | % | Expected dividend yield | — | % | — | % | |||||||||||||||
Expected dividend yield | — | % | — | % | — | % | — | % | ||||||||||||||||||||
Summary of the stock option activity for all stock option plans | ' | ' | ||||||||||||||||||||||||||
The following table summarizes the stock option activity for all stock option plans during the nine months ended September 30, 2013 (in thousands): | The following table summarizes the stock option activity under the 2003 Plan during the year ended December 31, 2012 (in thousands): | |||||||||||||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | Number | Weighted- | Weighted- | Aggregate | |||||||||||||||||||||
of Grants | Average | Average | Intrinsic | of Grants | Average | Average | Intrinsic | |||||||||||||||||||||
Exercise | Contractual | Value(1) | Exercise | Contractual | Value(1) | |||||||||||||||||||||||
Price | Life (in years) | Price | Life (in years) | |||||||||||||||||||||||||
Per Share | Per Share | |||||||||||||||||||||||||||
Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | Outstanding at December 31, 2011 | 3,151 | $ | 3.76 | 6.88 | $ | 4,968 | |||||||||||||||||
Granted | 9 | $ | 9.64 | Granted | 722 | $ | 5.76 | |||||||||||||||||||||
Exercised | (38 | ) | $ | 1.34 | Exercised | (39 | ) | $ | 4.04 | |||||||||||||||||||
Canceled or forfeited | (45 | ) | $ | 4.31 | Canceled or forfeited | (104 | ) | $ | 4.32 | |||||||||||||||||||
Outstanding at September 30, 2013 | 3,656 | $ | 4.18 | 6 | $ | 65,987 | Outstanding at December 31, 2012 | 3,730 | $ | 4.16 | 6.62 | $ | 13,946 | |||||||||||||||
Exercisable at September 30, 2013 | 2,665 | $ | 3.78 | 5.12 | $ | 49,173 | Exercisable at December 31, 2012 | 2,379 | $ | 3.56 | 5.32 | $ | 10,250 | |||||||||||||||
Vested and expected to vest at September 30, 2013(2) | 3,604 | $ | 4.16 | 5.96 | $ | 65,113 | Vested and expected to vest at December 31, 2012(2) | 3,637 | $ | 4.12 | 6.55 | $ | 13,722 | |||||||||||||||
-1 | -1 | |||||||||||||||||||||||||||
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at September 30, 2013. | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that were in the money at December 31, 2011 and 2012. | |||||||||||||||||||||||||||
-2 | -2 | |||||||||||||||||||||||||||
This represents the number of vested options at September 30, 2013, plus the number of unvested options expected to vest at September 30, 2013, based on the unvested options outstanding at September 30, 2013, adjusted for the estimated forfeiture rate. | This represents the number of vested options at December 31, 2012, plus the number of unvested options expected to vest at December 31, 2012, based on the unvested options outstanding at December 31, 2012, adjusted for the estimated forfeiture rate. | |||||||||||||||||||||||||||
LongTerm_Debt_Tables1
Long-Term Debt (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Long-Term Debt. | ' | ||||
Schedule of roll-forward of the notes payable balance | ' | ||||
The roll-forward of the notes payable balance during the nine months ending September 30, 2013, was as follows (in thousands): | |||||
Total notes payable (current and long -term portions) balance as of December 31, 2012 | $ | 20,193 | |||
Interest accrued | 257 | ||||
Repayment of long-term debt | (1,815 | ) | |||
18,635 | |||||
Less current portion | (7,656 | ) | |||
Noncurrent financing obligations as of September 30, 2013 | $ | 10,979 | |||
Related_Party_Transactions_Tab1
Related Party Transactions (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||
Related Party Transactions | ' | ' | ||||||||||||||||||||
Schedule of revenues from related party | ' | ' | ||||||||||||||||||||
The Company recognized revenue from Celgene during the three and nine months ended September 30, 2013 and 2012 as follows (in thousands): | The Company recognized revenue from Celgene during the years ended December 31, 2011 and 2012 as follows (in thousands): | |||||||||||||||||||||
Three Months | Nine Months Ended | Year Ended December 31, | ||||||||||||||||||||
Ended | September 30, | 2011 | 2012 | |||||||||||||||||||
September 30, | License and milestone | $ | 63,607 | $ | 2,035 | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | Cost sharing, net | (121 | ) | 2,879 | |||||||||||||||
License and milestone | $ | 638 | $ | 535 | $ | 11,722 | $ | 1,491 | ||||||||||||||
Cost sharing, net | 3,632 | 846 | 9,041 | 2,106 | $ | 63,486 | $ | 4,914 | ||||||||||||||
$ | 4,270 | $ | 1,381 | $ | 20,763 | $ | 3,597 | |||||||||||||||
Supplementary_Financial_Data_T
Supplementary Financial Data (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Supplementary Financial Data | ' | |||||||||||||
Schedule of unaudited quarterly financial information | ' | |||||||||||||
For the Three Months Ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(in thousands except per share data) | ||||||||||||||
(unaudited) | ||||||||||||||
2013:00:00 | ||||||||||||||
Total revenue | $ | 15,012 | $ | 26,427 | $ | 4,270 | ||||||||
Total costs and expenses | (11,876 | ) | (12,276 | ) | (11,154 | ) | ||||||||
Income (loss) from operations | 3,136 | 14,151 | (6,884 | ) | ||||||||||
Net income (loss) | 1,647 | 13,078 | (18,513 | ) | ||||||||||
Basic net income (loss) per share* | $ | (0.24 | ) | $ | 0.3 | $ | (5.62 | ) | ||||||
Diluted net income (loss) per share* | $ | (0.24 | ) | $ | 0.28 | $ | (5.62 | ) | ||||||
2012:00:00 | ||||||||||||||
Total revenue | $ | 3,324 | $ | 4,040 | $ | 3,905 | $ | 3,985 | ||||||
Total costs and expenses | (10,257 | ) | (10,944 | ) | (10,763 | ) | (12,179 | ) | ||||||
Loss from operations | (6,933 | ) | (6,904 | ) | (6,858 | ) | (8,194 | ) | ||||||
Net loss | (7,588 | ) | (7,400 | ) | (7,215 | ) | (10,379 | ) | ||||||
Basic net loss per share* | $ | (1.50 | ) | $ | (5.93 | ) | $ | (5.82 | ) | $ | (7.10 | ) | ||
Diluted net loss per share* | $ | (1.50 | ) | $ | (5.93 | ) | $ | (5.82 | ) | $ | (7.10 | ) | ||
2011:00:00 | ||||||||||||||
Total revenue | $ | 6,260 | $ | 12,925 | $ | 57,534 | $ | 4,192 | ||||||
Total costs and expenses | (11,442 | ) | (11,497 | ) | (9,680 | ) | (9,736 | ) | ||||||
Income (loss) from operations | (5,182 | ) | 1,428 | 47,854 | (5,544 | ) | ||||||||
Net income (loss) | (5,725 | ) | 958 | 47,486 | (6,452 | ) | ||||||||
Basic net income (loss) per share* | $ | (4.88 | ) | $ | (1.93 | ) | $ | 2.33 | $ | (5.03 | ) | |||
Diluted net income (loss) per share* | $ | (4.88 | ) | $ | (1.93 | ) | $ | 2.3 | $ | (5.03 | ) | |||
-1 | ||||||||||||||
The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts. | ||||||||||||||
* | ||||||||||||||
Applicable to common stockholders | ||||||||||||||
Nature_of_Business_Details1
Nature of Business (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
item | item | |
Nature of Business | ' | ' |
Number of protein therapeutics internally discovered | 3 | 3 |
Number of ongoing Phase 2 clinical trials | 12 | 12 |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||
Sep. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 23, 2013 | Sep. 24, 2013 | Sep. 24, 2013 | Sep. 24, 2013 | Sep. 24, 2013 | |
Common stock | Initial Public Offering | Initial Public Offering | Concurrent Private Placement | Over-allotment Option | |||||
Common stock warrants | Celgene | ||||||||
Basis of Presentation | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued (in shares) | ' | ' | ' | ' | ' | 6,417,000 | ' | 666,667 | 837,000 |
Offer price of common stock (in dollars per share) | ' | ' | ' | ' | ' | $15 | ' | $15 | ' |
Aggregate net proceeds from the offering | ' | ' | ' | ' | ' | $86,800,000 | ' | ' | ' |
Conversion of redeemable convertible preferred stock into common stock (in shares) | ' | ' | ' | ' | ' | 18,516,993 | ' | ' | ' |
Shares issued on automatic conversion of preferred stock warrants into common stock upon closing of IPO | ' | 1,013,000 | 1,134,000 | 1,134,000 | ' | ' | 141,370 | ' | ' |
Reclassification of convertible preferred stock warrant liability to additional paid-in capital | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' |
Common stock, shares authorized | ' | 175,000,000 | 104,013,161 | 104,013,161 | ' | 175,000,000 | ' | ' | ' |
Preferred stock authorized (in shares) | ' | 25,000,000 | 0 | ' | ' | 25,000,000 | ' | ' | ' |
Aggregate net proceeds received from private placement | ' | $10,000,000 | ' | ' | ' | ' | ' | $10,000,000 | ' |
Reverse Stock Split | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | 0.25 | ' | ' | ' | 0.25 | ' | ' | ' | ' |
Segment_Information_Details
Segment Information (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
segment | segment | |
Segment Information | ' | ' |
Number of operating segments | 1 | 1 |
Cash_and_Cash_Equivalents_and_1
Cash and Cash Equivalents and Restricted cash (Details) (Money market account, Letters of credit, USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Millions, unless otherwise specified | |||
Money market account | Letters of credit | ' | ' | ' |
Cash and Cash Equivalents and Restricted cash | ' | ' | ' |
Letters of credit held in the form of a money market account as collateral for lease obligations and credit cards | $0.90 | $0.90 | $0.90 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Recurring, USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Quoted Prices in Active Markets for Identical Items (Level 1) | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | $117,295 | $37,760 | $62,181 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Money market funds | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 116,382 | 36,847 | 61,269 |
Quoted Prices in Active Markets for Identical Items (Level 1) | Restricted cash | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 913 | 913 | 912 |
Significant Unobservable Inputs (Level 3) | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 6,651 | 4,393 |
Significant Unobservable Inputs (Level 3) | Preferred stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | ' | 1,422 | 1,046 |
Significant Unobservable Inputs (Level 3) | Common stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 5,229 | 3,347 |
Total | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 117,295 | 37,760 | 62,181 |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 6,651 | 4,393 |
Total | Preferred stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | ' | 1,422 | 1,046 |
Total | Common stock warrants | ' | ' | ' |
Liabilities: | ' | ' | ' |
Total liabilities | 16,526 | 5,229 | 3,347 |
Total | Money market funds | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | 116,382 | 36,847 | 61,269 |
Total | Restricted cash | ' | ' | ' |
Assets: | ' | ' | ' |
Total assets | $913 | $913 | $912 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Summary of changes in the fair value of the preferred and common stock warrant liability classified within Level 3 of the fair value hierarchy | ' | ' | ' | ' | ' | ' |
Beginning balance | $7,390 | $5,089 | $6,651 | $4,393 | $4,393 | $3,912 |
Change in fair value | 11,149 | -132 | 12,649 | 564 | 2,258 | 481 |
Exercises | ' | ' | -678 | ' | ' | ' |
Repurchases | ' | ' | -83 | ' | ' | ' |
Conversions | -2,013 | ' | -2,013 | ' | ' | ' |
Ending balance | 16,526 | 4,957 | 16,526 | 4,957 | 6,651 | 4,393 |
Transfers within the hierarchy | ' | ' | ' | ' | $0 | $0 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 21,336 | 22,650 | 22,325 | 22,530 | 23,028 | 874 |
Outstanding stock options | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 3,667 | 3,352 | 3,690 | 3,232 | 3,730 | ' |
Common stock warrants | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 881 | 884 | 874 | 884 | 884 | 874 |
Preferred stock | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 16,658 | 18,166 | 17,609 | 18,166 | 18,166 | ' |
Preferred stock warrants | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Per Share | ' | ' | ' | ' | ' | ' |
Anti-dilutive common stock equivalents excluded from the calculation of diluted net loss per share (in shares) | 130 | 248 | 152 | 248 | 248 | ' |
Warrants_Details1
Warrants (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 06, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 06, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2010 | Jul. 31, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrants to purchase preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series A preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series B preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series C-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrant to purchase Series D-1 preferred stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock | Warrants to purchase Common stock having expiration date as of December 21, 2013 | Warrants to purchase Common stock having expiration date as of June 25, 2019 | Warrants to purchase Common stock expiring March 18, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between June 10, 2020 to July 9, 2020 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | Warrants to purchase Common stock expiring between March 31, 2015 to December 31, 2017 | |||||
Maximum | Maximum | Series A Preferred Stock | Series A Preferred Stock | Series A Preferred Stock | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | item | item | Warrants issued in exchange for consulting services | Warrants issued in exchange for consulting services | Maximum | Maximum | Warrants issued in connection with financing transactions | Series E Preferred Stock | Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | |||||||||||||||||||||||||||||||||||||
Warrants issued in connection with financing transactions | Warrants issued in connection with financing transactions | item | item | Warrants issued in exchange for consulting services | Warrants issued in exchange for consulting services | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issuable upon exercise of outstanding warrants | 1,013,000 | ' | 1,134,000 | 1,134,000 | ' | ' | ' | ' | ' | ' | ' | 107,000 | 107,000 | 107,000 | 106,500 | 106,500 | ' | ' | 106,500 | ' | 32,000 | 32,000 | 31,891 | 31,891 | ' | 46,000 | 46,000 | 45,786 | 45,786 | ' | 64,000 | 64,000 | 63,693 | 63,693 | ' | ' | ' | ' | 41,388 | 41,388 | 32,000 | 46,000 | 64,000 | ' | 858,000 | ' | 858,000 | ' | 872,000 | 872,000 | 871,580 | ' | 13,000 | 13,000 | 13,000 | 12,634 | 12,634 | ' | ' | ' | ' | ' | ' |
Weighted-Average Exercise Price Per Share (in dollars per share) | $6.56 | ' | $6.56 | $6.56 | ' | ' | ' | ' | ' | ' | ' | $4 | ' | $4 | ' | ' | ' | ' | ' | ' | $7.40 | $7.40 | ' | ' | ' | $10.92 | $10.92 | ' | ' | ' | $12.56 | $12.56 | ' | ' | ' | ' | ' | ' | ' | ' | $7.40 | $10.92 | $12.56 | ' | $5.88 | ' | $5.88 | ' | $5.88 | $5.88 | ' | ' | ' | ' | ' | ' | ' | $4 | $4 | $4 | $7.40 | $7.40 | $7.40 |
Issuance of preferred stock on exercise of warrant (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,000 | 46,668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | '10 years | '10 years | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in fair value of warrants | $12,649,000 | $565,000 | $2,258,000 | $481,000 | $1,000,000 | $0 | $1,300,000 | $0 | $400,000 | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,100,000 | ($100,000) | $11,300,000 | $500,000 | $1,900,000 | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount recorded to the preferred stock issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants retired (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,994 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of milestones achieved upon which warrants were vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding in years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock on exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant expirations or cancellations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of future financing events incorporated in Monte Carlo simulation framework | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | ||
In Millions, unless otherwise specified | Oct. 18, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
item | |||
Licensed Technology and Other Agreements | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Amounts due | ' | $0 | $0 |
Salk Litigation | ' | ' | ' |
Commitments and Contingencies | ' | ' | ' |
Number of license agreements allegedly breached | 1 | ' | ' |
Number of licensing agreements | 2 | ' | ' |
Total amount sought | 10.5 | ' | ' |
Percentage of future development milestone payments received under the agreement with Celgene regarding ACE-536 sought | 15.00% | ' | ' |
Amounts due | 0 | ' | ' |
Loss contingency, minimum | ' | 0 | 0 |
Loss contingency, maximum | ' | $10.50 | $10.50 |
Significant_Agreements_Details7
Significant Agreements (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 20, 2008 | Feb. 20, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 20, 2008 | Dec. 31, 2012 | Sep. 30, 2013 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Feb. 20, 2008 | Sep. 30, 2013 | Feb. 20, 2008 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 |
Series C-1 Preferred Stock | Series C-1 Preferred Stock | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | |
Original Sotatercept agreement | Original Sotatercept agreement | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | |||
Discovery stage compounds | Commercial milestones | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Sotatercept agreements | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Original Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | |||
item | Sotarcept | Minimum | Minimum | Series C-1 Preferred Stock | Common Stock | Discovery stage compounds | Clinical milestones | Clinical milestones | Clinical milestones | Nonrefundable, upfront payments | Research and development funding and milestones | Research and development funding and milestones | Discovery stage compounds | Discovery stage compounds | Sotarcept | Clinical milestones | Clinical milestones | Regulatory milestones | Regulatory milestones | Commercial milestones | Commercial milestones | Minimum | Sotatercept and ACE-536 | Clinical milestones | Clinical milestones | Regulatory milestones | Regulatory milestones | |||||||
Maximum | item | item | item | Sotarcept | Sotarcept | Sotarcept | Sotarcept | Maximum | Discovery stage compounds | Sotarcept | Discovery stage compounds | Sotarcept | Discovery stage compounds | Discovery stage compounds | Discovery stage compounds | Sotarcept | Discovery stage compounds | Sotarcept | ||||||||||||||||
Maximum | Maximum | Maximum | Maximum | Maximum | Maximum | |||||||||||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of license options granted | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,000,000 | ' | ' | $45,000,000 | $34,200,000 | $34,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments receivable | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 53,300,000 | 88,000,000 | 204,000,000 | 272,000,000 | 150,000,000 | 150,000,000 | ' | ' | ' | ' | 25,500,000 | 27,000,000 | 142,500,000 | 190,000,000 |
Potential royalty rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential option fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares purchased by collaborators | 457,875 | 457,875 | ' | ' | ' | ' | ' | ' | 457,875 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares purchased by collaborators | ' | ' | ' | ' | ' | ' | ' | ' | ' | 666,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offer price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of development costs for which collaborator is responsible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 50.00% | ' | ' | ' | ' | ' |
Optional one-time royalty payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' |
Milestone payment receivable on commencement of Phase 2b clinical trial | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,000,000 | $7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of licenses which may be terminated | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement | ' | ' | ' | ' | '180 days | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement on failure to meet certain criteria of licensed product | ' | ' | ' | ' | '45 days | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details8
Significant Agreements (Details 2) (Collaboration arrangement, Celgene, ACE-536 agreement, USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 17 Months Ended | 26 Months Ended | ||||
In Millions, unless otherwise specified | Aug. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 31, 2013 | Dec. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 |
Minimum | Minimum | Clinical milestones | Clinical milestones | Clinical milestones | Clinical milestones | Regulatory milestones | Commercial milestones | Nonrefundable, upfront payments | Research and development funding and milestones | Research and development funding and milestones | ||||
item | item | Maximum | Maximum | Maximum | ||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments receivable | ' | ' | ' | ' | ' | ' | ' | ' | $32.50 | $105 | $80 | ' | ' | ' |
Potential royalty rate (as a percent) | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | 10 | 7.5 | ' | ' | ' | ' | 25 | 13.3 | 28.3 |
Milestone payment receivable on commencement of a Phase 3 study in MDS or B-thalassemia | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' |
Number of licensed targets | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement | ' | '180 days | '180 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice for termination of agreement on failure to meet certain criteria of licensed product | ' | '45 days | '45 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Significant_Agreements_Details9
Significant Agreements (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 17 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Oct. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Aug. 31, 2011 | Feb. 20, 2008 | Aug. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Aug. 31, 2011 | Jan. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2011 | Aug. 31, 2011 | Dec. 31, 2011 | Feb. 20, 2008 | |
Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | Collaboration arrangement | |||||||
Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | |||||||
ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | ACE-536 Agreement and amended Sotatercept Agreement | Original Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | Modified Sotatercept agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | ACE-536 agreement | Sotatercept agreements | Sotatercept agreements | |||||||
Minimum | Research and development services | Sotatercept joint development committee | ACE 536 joint development committee | Manufacturing services | Minimum | Clinical milestones | Clinical milestones | Clinical milestones | Nonrefundable, upfront payments | Clinical milestones | Nonrefundable, upfront payments | |||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of worldwide development costs for which collaborator is responsible | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% | ' | 50.00% | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' |
Royalty rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000,000 | $34,700,000 | ' | ' | ' | ' | ' | ' | $2,700,000 | ' | ' | ' |
Delivery period of contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total arrangement consideration | ' | ' | ' | ' | ' | ' | ' | ' | 77,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated payments for development activities and manufacturing services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BESP of the undelivered elements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,800,000 | 2,900,000 | 3,700,000 | 2,800,000 | ' | 28,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Residual consideration recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 49,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Difference between the estimated payments and the estimated selling prices | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 7,500,000 | 25,000,000 | 7,000,000 | 45,000,000 |
Deferred revenue recognized | ' | ' | ' | ' | ' | ' | 600,000 | 500,000 | ' | 1,700,000 | 1,500,000 | 2,000,000 | 54,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 4,800,000 | ' | 7,000,000 | ' |
Net cost-sharing revenue | 3,632,000 | 1,444,000 | 9,666,000 | 4,043,000 | 5,558,000 | 4,760,000 | 3,000,000 | 800,000 | ' | 9,000,000 | 2,100,000 | 2,900,000 | -100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for research and development costs | ' | ' | ' | ' | ' | ' | $0 | $600,000 | ' | $0 | $1,900,000 | $2,800,000 | $2,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet1
Significant Agreements (Details 4) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Sep. 30, 2010 | Sep. 30, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 08, 2011 | Jun. 30, 2013 | |
License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | License and collaboration agreement | |||||||
Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | Shire AG | |||||||
ACE-031 | ACE-031 | Licensed compounds other than ACE-031 | Licensed compounds other than ACE-031 | Development milestones | Commercial milestones | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | Nonrefundable, upfront payments | |||||||||||||
ActRIIB compounds | ActRIIB compounds | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | ACE-031 | |||||||||||||||||
Change in accounting estimate adjustments | Change in accounting estimate adjustments | ||||||||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $45,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,000,000 | ' | ' | ' | ' | ' | ' | 38,800,000 | ' |
Estimated revenue recognition period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | '5 years | ' |
Deferred revenue recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 1,900,000 | 24,300,000 | 5,700,000 | 7,700,000 | 8,400,000 | ' | 22,400,000 |
Contingent milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 223,800,000 | 228,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of development costs for which collaborator is responsible | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | 65.00% | 55.00% | 55.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cost-sharing revenue | 3,632,000 | 1,444,000 | 9,666,000 | 4,043,000 | 5,558,000 | 4,760,000 | 0 | 600,000 | 600,000 | 1,900,000 | 2,700,000 | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for research and development costs | ' | ' | ' | ' | ' | ' | $0 | $200,000 | $200,000 | $600,000 | $700,000 | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet2
Significant Agreements (Details 5) (Other arrangements, USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2004 | Dec. 31, 2004 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2004 | Dec. 31, 2004 | Dec. 31, 2004 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2004 | Dec. 31, 2004 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Sotarcept | ACE-536 | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with a non-profit institution | License agreement with certain individuals | License agreement with certain individuals | License agreement with certain individuals | License agreement with certain individuals | License agreement with research institution | License agreement with research institution | License agreement with research institution | License agreement with research institution | License agreement with research institution | |
Development milestone | Development milestone | Minimum | Maximum | Common Stock | Dalantercept | Development and commercial milestone | Commercial milestones | |||||||||||||
Maximum | Maximum | Development and sales milestone | Maximum | |||||||||||||||||
Maximum | ||||||||||||||||||||
Significant Agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued as compensation for licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued as compensation for licenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total potential milestone payments | 2,000,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | 1,000,000 | 800,000 |
Milestone fees payable as percentage of research and U.S. development progress and sublicensing revenue | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty payable as percentage of net sales | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 3.50% | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' |
Milestones and fees expensed | ' | ' | 50,000 | 0 | 50,000 | 0 | 0 | 100,000 | ' | ' | ' | 0 | 0 | ' | ' | 0 | 0 | ' | ' | ' |
Percentage of reduction in royalty rate for a period of time after patent expiration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' |
Annual payment upon first commercial sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 04, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 04, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 04, 2013 | |
item | 2013 Plan | 2013 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2003 Plan | 2013 ESPP | 2013 ESPP | ||
Options | Options | ||||||||||
Stock-Based Compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stock-based compensation plans | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for issuance | ' | 79,059,000 | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | 275,000 |
Remaining shares reserved for issuance | ' | 120,000 | ' | ' | ' | 119,542 | 155,884 | ' | ' | ' | ' |
Additional shares authorized under new plan | ' | ' | 1,344,116 | ' | ' | ' | ' | ' | ' | ' | ' |
Annual increase in shares authorized under plan, shares threshold | ' | ' | 3,150,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage threshold of outstanding shares as of December 31 of each year for calculation of annual increase in authorized shares under the plan | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Grants made | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Expiration period of options | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' |
Vesting period of stock options and restricted stock awards | ' | ' | ' | ' | '4 years | '4 years | ' | ' | ' | ' | ' |
Purchase price of common stock expressed as a percentage of the fair market value of a share of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Number of Grants | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | 3,730,000 | ' |
2003 Plan | ' | ' | ' | ' | ' | ' |
Compensation cost recognized | ' | ' | ' | ' | ' | ' |
Total compensation cost recognized | $493,000 | $332,000 | $1,441,000 | $861,000 | $1,206,000 | $1,427,000 |
Weighted-average assumptions for estimating fair value of each option issued to employees at the date of grant using the Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' |
Weighted-average period over which unrecognized compensation expense related to unvested stock options is expected to be recognized | ' | ' | ' | ' | '2 years 10 months 24 days | ' |
Number of Grants | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of period (in shares) | ' | ' | 3,730,000 | 3,151,000 | 3,151,000 | ' |
Granted (in shares) | ' | ' | 8,750 | ' | 722,000 | 334,175 |
Exercised (in shares) | ' | ' | -37,532 | ' | -38,697 | -94,748 |
Canceled or forfeited (in shares) | ' | ' | -45,000 | ' | -104,000 | ' |
Outstanding at the end of the period (in shares) | 3,656,000 | ' | 3,656,000 | ' | 3,730,000 | 3,151,000 |
Exercisable at the end of the period (in shares) | 2,665,000 | ' | 2,665,000 | ' | 2,379,000 | ' |
Vested and expected to vest at the end of the period (in shares) | 3,604,000 | ' | 3,604,000 | ' | 3,637,000 | ' |
Weighted-Average Exercise Price Per Share | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of period (in dollars per share) | ' | ' | $4.16 | $3.76 | $3.76 | ' |
Granted (in dollars per share) | ' | ' | $9.64 | ' | $5.76 | $5.12 |
Exercised (in dollars per share) | ' | ' | $1.34 | ' | $4.04 | ' |
Canceled or forfeited (in dollars per share) | ' | ' | $4.31 | ' | $4.32 | ' |
Outstanding at the end of the period (in dollars per share) | $4.18 | ' | $4.18 | ' | $4.16 | $3.76 |
Exercisable at the end of the period (in dollars per share) | $3.78 | ' | $3.78 | ' | $3.56 | ' |
Vested and expected to vest at the end of the period (in dollars per share) | $4.16 | ' | $4.16 | ' | $4.12 | ' |
Weighted-Average Contractual Life | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | '6 years | ' | '6 years 7 months 13 days | '6 years 10 months 17 days |
Exercisable at the end of the period | ' | ' | '5 years 1 month 13 days | ' | '5 years 3 months 25 days | ' |
Vested and expected to vest at the end of the period | ' | ' | '5 years 11 months 16 days | ' | '6 years 6 months 18 days | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | 65,987,000 | ' | 65,987,000 | ' | 13,946,000 | 4,968,000 |
Exercisable at the end of the period | 49,173,000 | ' | 49,173,000 | ' | 10,250,000 | ' |
Vested and expected to vest at the end of the period | 65,113,000 | ' | 65,113,000 | ' | 13,722,000 | ' |
Additional disclosure | ' | ' | ' | ' | ' | ' |
Total proceeds from options exercised | ' | ' | 50,000 | ' | 200,000 | 200,000 |
Aggregate intrinsic value of options exercised | ' | ' | 306,000 | ' | 47,000 | ' |
Unrecognized compensation expense related to unvested stock options | 3,300,000 | ' | 3,300,000 | ' | 4,400,000 | ' |
2003 Plan | Options | ' | ' | ' | ' | ' | ' |
Weighted-average assumptions for estimating fair value of each option issued to employees at the date of grant using the Black-Scholes option pricing model | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | 66.90% | 70.30% | 66.90% | 69.00% | 66.00% |
Expected term | ' | '6 years | '6 years | '6 years | '6 years | '6 years |
Risk-free interest rate (as a percent) | ' | 0.90% | 1.40% | 0.90% | 0.90% | 1.10% |
Expected dividend yield (as a percent) | ' | ' | 0.00% | ' | 0.00% | ' |
Weighted-average period over which unrecognized compensation expense related to unvested stock options is expected to be recognized | ' | ' | '2 years 2 months 12 days | ' | ' | ' |
2003 Plan | Research and development | ' | ' | ' | ' | ' | ' |
Compensation cost recognized | ' | ' | ' | ' | ' | ' |
Total compensation cost recognized | 149,000 | 137,000 | 460,000 | 374,000 | 514,000 | 686,000 |
2003 Plan | General and administrative | ' | ' | ' | ' | ' | ' |
Compensation cost recognized | ' | ' | ' | ' | ' | ' |
Total compensation cost recognized | $344,000 | $196,000 | $981,000 | $487,000 | $692,000 | $741,000 |
Income_Taxes_Details1
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Taxes | ' | ' | ' | ' |
Provision for (benefit from) income taxes | $0 | $0 | $0 | $0 |
LongTerm_Debt_Details1
Long-Term Debt (Details) (USD $) | 0 Months Ended | ||
Jun. 07, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
item | |||
Long-term debt | ' | ' | ' |
Additional deferred payment | ' | ' | $1,200,000 |
Loan Agreement | ' | ' | ' |
Long-term debt | ' | ' | ' |
Number of lenders | 3 | ' | ' |
Aggregate principal amount | 20,000,000 | ' | ' |
Payment period of debt | '42 months | ' | ' |
Number of interest only payments | 12 | ' | ' |
Number of principal and interest payments | 30 | ' | ' |
Interest rate (as a percent) | 8.50% | ' | ' |
Closing fee | 200,000 | ' | ' |
Period of amortization of financing costs | '42 months | ' | ' |
Additional deferred payment | 1,200,000 | ' | ' |
Effective interest rate (as a percent) | 11.80% | ' | ' |
Outstanding balance | ' | $18,200,000 | $20,000,000 |
LongTerm_Debt_Details_21
Long-Term Debt (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Debt Instrument Rollforward | ' | ' | ' | ' |
Repayment of long-term debt | ($1,815) | ($6,191) | ($6,191) | ($9,476) |
Less current portion | -7,656 | ' | -3,668 | -5,997 |
Noncurrent financing obligations as of September 30, 2013 | 10,979 | ' | 16,525 | ' |
Notes payable | ' | ' | ' | ' |
Debt Instrument Rollforward | ' | ' | ' | ' |
Total notes payable (current and long -term portions) balance as of December 31, 2012 | 20,193 | ' | ' | ' |
Interest accrued | 257 | ' | ' | ' |
Repayment of long-term debt | -1,815 | ' | ' | ' |
Total | 18,635 | ' | ' | ' |
Less current portion | -7,656 | ' | ' | ' |
Noncurrent financing obligations as of September 30, 2013 | $10,979 | ' | ' | ' |
Related_Party_Transactions_Det1
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 24, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2010 | Sep. 30, 2013 | Feb. 29, 2008 | Jun. 30, 2010 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 24, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 28, 2008 | |
Initial Public Offering | Series C-1 Preferred Stock | Series C-1 Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Celgene | Alkermes | Alkermes | Alkermes | Alkermes | Alkermes | Alkermes | CEO | CEO | CEO | |||||||
Common Stock | Common Stock | Series C-1 Preferred Stock | Series E Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | Common Stock | Preferred stock | Common Stock | ||||||||||||||||||||||||||
Initial Public Offering | Initial Public Offering | ||||||||||||||||||||||||||||||||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold | ' | ' | ' | ' | ' | ' | ' | 457,875 | 457,875 | 816,060 | 816,060 | 2,426,171 | 2,426,171 | ' | ' | ' | ' | ' | ' | ' | ' | 457,875 | 36,496 | 1,990,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares that can be purchased through warrants | 1,013,000 | ' | 1,013,000 | ' | 1,134,000 | 1,134,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,979 | ' | ' | ' | ' | ' | ' | ' | 42,624 | ' | ' | ' | ' | ' |
Shares purchased by collaborators | ' | ' | ' | ' | ' | ' | 6,417,000 | ' | ' | ' | ' | 2,426,171 | ' | ' | ' | ' | ' | ' | ' | ' | 666,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage of entity's fully diluted equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.80% | ' | 9.80% | ' | 9.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | $8,600,000 | ' | $8,600,000 | ' | $10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License and milestone | 638,000 | 2,461,000 | 36,044,000 | 7,226,000 | 9,696,000 | 74,406,000 | ' | ' | ' | ' | ' | ' | ' | 638,000 | 535,000 | 11,722,000 | 1,491,000 | 2,035,000 | 63,607,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost-sharing, net | 3,632,000 | 1,444,000 | 9,666,000 | 4,043,000 | 5,558,000 | 4,760,000 | ' | ' | ' | ' | ' | ' | ' | 3,632,000 | 846,000 | 9,041,000 | 2,106,000 | 2,879,000 | -121,000 | ' | ' | ' | ' | ' | 0 | 0 | 700,000 | ' | ' | ' | ' | ' | ' |
Collaboration revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,270,000 | 1,381,000 | 20,763,000 | 3,597,000 | 4,914,000 | 63,486,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares held by related party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 695,250 | ' | ' | ' | ' |
Conversion of preferred stock into common stock (in shares) | ' | ' | ' | ' | ' | ' | 18,516,993 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 718,655 | ' | ' | ' |
Amount of Note Receivable issued | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Annual interest rate on Note Receivable (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.11% | 3.11% | ' |
Loan receivable forgiven | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' |
Supplementary_Financial_Data_D
Supplementary Financial Data (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 06, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Supplementary Financial Data | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split | 0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unaudited quarterly financial information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | $4,270 | $26,427 | $15,012 | $3,985 | $3,905 | $4,040 | $3,324 | $4,192 | $57,534 | $12,925 | $6,260 | $45,710 | $11,269 | $15,254 | $80,911 |
Total costs and expenses | ' | -11,154 | -12,276 | -11,876 | -12,179 | -10,763 | -10,944 | -10,257 | -9,736 | -9,680 | -11,497 | -11,442 | -35,306 | -31,964 | -44,143 | -42,355 |
(Loss) income from operations | ' | -6,884 | 14,151 | 3,136 | -8,194 | -6,858 | -6,904 | -6,933 | -5,544 | 47,854 | 1,428 | -5,182 | 10,404 | -20,695 | -28,889 | 38,556 |
Net income (loss) | ' | ($18,513) | $13,078 | $1,647 | ($10,379) | ($7,215) | ($7,400) | ($7,588) | ($6,452) | $47,486 | $958 | ($5,725) | ($3,788) | ($22,203) | ' | ' |
Basic net income (loss) per share (in dollars per share) | ' | ($5.62) | $0.30 | ($0.24) | ($7.10) | ($5.82) | ($5.93) | ($1.50) | ($5.03) | $2.33 | ($1.93) | ($4.88) | ' | ' | ($24.84) | $0.80 |
Diluted net income (loss) per share (in dollars per share) | ' | ($5.62) | $0.28 | ($0.24) | ($7.10) | ($5.82) | ($5.93) | ($1.50) | ($5.03) | $2.30 | ($1.93) | ($4.88) | ' | ' | ($24.84) | $0.78 |