Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 16, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BLUE | ||
Entity Registrant Name | bluebird bio, Inc. | ||
Entity Central Index Key | 1,293,971 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 49,983,514 | ||
Entity Public Float | $ 4,746,861,154 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 758,505 | $ 278,887 |
Marketable securities | 531,604 | 425,491 |
Tenant improvement receivable | 3,112 | 8,542 |
Prepaid expenses | 21,171 | 8,209 |
Other current assets and receivables | 8,377 | 3,085 |
Total current assets | 1,322,769 | 724,214 |
Marketable securities | 324,193 | 180,452 |
Property, plant and equipment, net | 199,606 | 156,955 |
Intangible assets, net | 16,931 | 20,694 |
Goodwill | 13,128 | 13,128 |
Restricted cash and other non-current assets | 23,940 | 22,679 |
Total assets | 1,900,567 | 1,118,122 |
Current Liabilities: | ||
Accounts payable | 12,873 | 13,664 |
Accrued expenses and other current liabilities | 57,065 | 54,660 |
Deferred revenue, current portion | 25,674 | 6,209 |
Total current liabilities | 95,612 | 74,533 |
Deferred rent, net of current portion | 2,720 | 10,408 |
Deferred revenue, net of current portion | 21,763 | 40,204 |
Contingent consideration, net of current portion | 2,231 | 3,277 |
Financing lease obligation, net of current portion | 154,749 | 120,140 |
Other non-current liabilities | 60 | 120 |
Total liabilities | 277,135 | 248,682 |
Commitments and contingencies (Note 8) | ||
Stockholders' Equity: | ||
Preferred stock, $0.01 par value, 5,000 shares authorized; 0 shares issued and outstanding at December 31, 2017 and December 31, 2016 | ||
Common stock, $0.01 par value, 125,000 shares authorized; 49,406 and 40,691 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 494 | 407 |
Additional paid-in capital | 2,540,951 | 1,447,856 |
Accumulated other comprehensive loss | (4,205) | (1,149) |
Accumulated deficit | (913,808) | (577,674) |
Total stockholders' equity | 1,623,432 | 869,440 |
Total liabilities and stockholders' equity | $ 1,900,567 | $ 1,118,122 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 49,406,011 | 40,691,000 |
Common stock, shares outstanding | 49,406,011 | 40,691,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Collaboration revenue | $ 22,207 | $ 6,155 | $ 14,079 |
License and royalty revenue | 13,220 | ||
Total revenues | 35,427 | 6,155 | 14,079 |
Operating expenses: | |||
Research and development | 273,040 | 204,775 | 134,038 |
General and administrative | 93,550 | 65,119 | 46,209 |
Cost of license and royalty revenue | 1,527 | ||
Change in fair value of contingent consideration | (525) | 4,091 | 2,869 |
Total operating expenses | 367,592 | 273,985 | 183,116 |
Loss from operations | (332,165) | (267,830) | (169,037) |
Interest (expense) income, net | (2,001) | 3,782 | 1,591 |
Other (expense) income, net | (1,267) | (71) | 723 |
Loss before income taxes | (335,433) | (264,119) | (166,723) |
Income tax (expense) benefit | (210) | 612 | (60) |
Net loss | $ (335,643) | $ (263,507) | $ (166,783) |
Net loss per share - basic and diluted | $ (7.71) | $ (7.07) | $ (4.81) |
Weighted-average number of common shares used in computing net loss per share - basic and diluted | 43,535 | 37,284 | 34,669 |
Other comprehensive income (loss): | |||
Other comprehensive income (loss), net of tax expense of $0.0, $0.6 and $0.0 million for the years ended December 31, 2017, 2016 and 2015, respectively | $ (3,056) | $ 1,142 | $ (2,220) |
Total other comprehensive income (loss) | (3,056) | 1,142 | (2,220) |
Comprehensive loss | $ (338,699) | $ (262,365) | $ (169,003) |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Other comprehensive income (loss) tax expense | $ 0 | $ 0.6 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock [Member]Pregenen [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Pregenen [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2014 | $ 491,257 | $ 323 | $ 638,389 | $ (71) | $ (147,384) | ||
Beginning balance, shares at Dec. 31, 2014 | 32,340,000 | ||||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Vesting of restricted stock units, shares | 62,000 | ||||||
Issuance of common stock upon public offering, net of issuance costs | 477,247 | $ 29 | 477,218 | ||||
Issuance of common stock upon public offering, net of issuance costs, shares | 2,941,000 | ||||||
Issuance of common stock in connection with acquisition | $ 1 | $ (1) | |||||
Issuance of common stock in connection with acquisition, shares | 94,000 | ||||||
Exercise of common stock warrants | $ 2 | (2) | |||||
Exercise of common stock warrants, shares | 164,000 | ||||||
Exercise of stock options | 9,383 | $ 13 | 9,370 | ||||
Exercise of stock options, shares | 1,282,000 | ||||||
Purchase of common stock under ESPP | 492 | 492 | |||||
Purchase of common stock under ESPP, shares | 11,000 | ||||||
Stock-based compensation | 41,120 | 41,120 | |||||
Unrealized gain (loss) on available-for-sale securities, net of tax | (2,220) | (2,220) | |||||
Net loss | (166,783) | (166,783) | |||||
Ending balance at Dec. 31, 2015 | 850,496 | $ 369 | 1,166,585 | (2,291) | (314,167) | ||
Ending balance, shares at Dec. 31, 2015 | 36,894,000 | ||||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Vesting of restricted stock units, shares | 113,000 | ||||||
Issuance of common stock upon public offering, net of issuance costs | 234,731 | $ 33 | 234,698 | ||||
Issuance of common stock upon public offering, net of issuance costs, shares | 3,289,000 | ||||||
Exercise of stock options | 6,145 | $ 4 | 6,141 | ||||
Exercise of stock options, shares | 377,000 | ||||||
Purchase of common stock under ESPP | 677 | 677 | |||||
Purchase of common stock under ESPP, shares | 18,000 | ||||||
Stock-based compensation | 39,756 | 39,756 | |||||
Unrealized gain (loss) on available-for-sale securities, net of tax | 1,142 | 1,142 | |||||
Net loss | (263,507) | (263,507) | |||||
Ending balance at Dec. 31, 2016 | $ 869,440 | $ 407 | 1,447,856 | (1,149) | (577,674) | ||
Ending balance, shares at Dec. 31, 2016 | 40,691,000 | 40,691,000 | |||||
Retroactive adjustment to beginning accumulated deficit and additional paid-in capital resulting from adoption of ASU 2016-09 | 491 | (491) | |||||
Vesting of restricted stock units | $ 1 | (1) | |||||
Vesting of restricted stock units, shares | 88,000 | ||||||
Issuance of common stock upon public offering, net of issuance costs | $ 1,006,570 | $ 76 | 1,006,494 | ||||
Issuance of common stock upon public offering, net of issuance costs, shares | 7,625,000 | ||||||
Exercise of stock options | $ 31,686 | $ 10 | 31,676 | ||||
Exercise of stock options, shares | 982,000 | 981,000 | |||||
Purchase of common stock under ESPP | $ 1,153 | 1,153 | |||||
Purchase of common stock under ESPP, shares | 21,000 | ||||||
Stock-based compensation | 53,282 | 53,282 | |||||
Other comprehensive loss | (3,056) | (3,056) | |||||
Net loss | (335,643) | (335,643) | |||||
Ending balance at Dec. 31, 2017 | $ 1,623,432 | $ 494 | $ 2,540,951 | $ (4,205) | $ (913,808) | ||
Ending balance, shares at Dec. 31, 2017 | 49,406,011 | 49,406,000 |
Consolidated Statements of Sto7
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Stockholders Equity [Abstract] | |||
Costs from IPO | $ 53,487 | $ 15,269 | $ 22,753 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (335,643) | $ (263,507) | $ (166,783) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Change in fair value of contingent consideration | (2,189) | 2,675 | 2,344 |
Depreciation and amortization | 13,538 | 9,648 | 7,419 |
Stock-based compensation expense | 53,282 | 39,756 | 41,120 |
Other non-cash items | 3,153 | 2,825 | 1,513 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (20,092) | (14,318) | (6,847) |
Accounts payable | 526 | 6,658 | 2,541 |
Accrued expenses and other liabilities | 5,406 | 20,889 | 9,423 |
Deferred revenue | 1,024 | 4,565 | 11,171 |
Deferred rent | 442 | 1,162 | (330) |
Net cash used in operating activities | (280,553) | (189,647) | (98,429) |
Cash flows from investing activities: | |||
Restricted cash | 627 | (4,379) | (8,816) |
Purchase of property, plant and equipment, including assets under financing lease obligation | (62,242) | (28,029) | (7,055) |
Purchases of marketable securities | (686,204) | (348,225) | (755,175) |
Proceeds from maturities of marketable securities | 431,816 | 443,364 | 199,179 |
Net cash (used in) provided by investing activities | (316,003) | 62,731 | (571,867) |
Cash flows from financing activities: | |||
Cash paid for contingent purchase price consideration | (1,074) | (2,025) | (453) |
Reimbursement of assets under financing lease obligation | 38,021 | 1,663 | |
Payments on financing lease obligation | (574) | ||
Proceeds from public offering of common stock, net of issuance costs | 1,006,570 | 234,962 | 477,064 |
Proceeds from issuance of common stock | 33,231 | 6,934 | 10,109 |
Net cash provided by financing activities | 1,076,174 | 241,534 | 486,720 |
Increase (decrease) in cash and cash equivalents | 479,618 | 114,618 | (183,576) |
Cash and cash equivalents at beginning of year | 278,887 | 164,269 | 347,845 |
Cash and cash equivalents at end of year | 758,505 | 278,887 | 164,269 |
Supplemental cash flow disclosures: | |||
Cash paid for interest in connection with financing lease obligation | 11,411 | ||
Supplemental cash flow disclosures from investing and financing activities: | |||
Assets acquired under financing lease obligation | 3,271 | 48,034 | 61,901 |
Purchases of property, plant and equipment included in accounts payable and accrued expenses | 2,566 | 6,363 | $ 2,089 |
Tenant improvements under financing lease included in tenant improvements receivable | $ 3,112 | $ 8,542 |
Description of the business
Description of the business | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of the business | 1. Description of the business bluebird bio, Inc. (the “Company” or “bluebird”) was incorporated in Delaware on April 16, 1992, and is headquartered in Cambridge, Massachusetts. The Company researches, develops, manufactures and plans to commercialize gene therapies for severe genetic diseases and cancer. Since its inception, the Company has devoted substantially all of its resources to its research and development efforts relating to its product candidates, including activities to manufacture product candidates, conduct clinical studies of its product candidates, perform preclinical research to identify new product candidates and provide general and administrative support for these operations. On June 30, 2014, the Company acquired all of the outstanding capital stock of Precision Genome Engineering, Inc. (“Pregenen”) and in connection therewith, obtained the rights to Pregenen’s gene editing and cell signaling technology. As of December 31, 2017, the Company had cash, cash equivalents and marketable securities of $1.6 billion. Although the Company has incurred recurring losses and expects to continue to incur losses for the foreseeable future, the Company expects its cash, cash equivalents and marketable securities will be sufficient to fund current operations for at least the next twelve months. |
Summary of significant accounti
Summary of significant accounting policies and basis of presentation | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies and basis of presentation | 2. Summary of significant accounting policies and basis of presentation Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These consolidated 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”). Certain aggregations of prior year amounts have been made to conform to current year presentation. In the prior year balance sheet, tenant improvements receivable, prepaid expenses and restricted cash and other current assets are included within prepaid expenses and other current assets. In the prior year statements of operations and comprehensive loss, interest (expense) income, net and other (expense) income, net are aggregated. Additionally, the Company has combined in the statements of cash flows the purchase of property and equipment and tenant improvements. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. 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. Estimates are used in the following areas, among others: fair value estimates used to assess potential impairment of long-lived assets, including goodwill and intangible assets, financing lease obligations, contingent consideration, stock-based compensation expense, accrued expenses, revenue and income taxes. Foreign currency translation The financial statements of the Company’s subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. Segment information The Company operates in a single segment, focusing on the development of potentially transformative gene therapies for severe genetic diseases and cancer. Consistent with its operational structure, its chief operating decision maker manages and allocates resources at a global, consolidated level. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with our management reporting. All material long-lived assets of the Company reside in the United States. Cash and cash equivalents The Company considers all highly liquid investments purchased with original final maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents comprise funds in cash, money market accounts, and federally insured deposits. Cash equivalents are reported at fair value. Marketable securities The Company classifies marketable securities with a remaining maturity when purchased of greater than three months as available-for-sale. Marketable securities with a remaining maturity date greater than one year are classified as non-current. Available-for-sale securities are maintained by investment managers and consist of U.S. Treasury securities, U.S. government agency securities, and certificates of deposit. Available-for-sale securities are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. Realized gains and losses are determined using the specific identification method and are included in other (expense) income, net. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other-than-temporary” and, if so, marks the investment to market through a charge to the Company’s statement of operations and comprehensive loss. Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale securities. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s available-for-sale investments primarily consist of U.S. Treasury securities, U.S. government agency securities and certificates of deposit, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy that limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA+/Aa1 rated, thereby reducing credit risk exposure. Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements Level 1—Fair values are determined utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Fair values are determined utilizing quoted prices for identical or similar assets or liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates. Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that 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 marketable securities (Note 3 and Note 4) and contingent consideration (Note 4). The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term nature. Business combinations Business combinations are accounted for using the acquisition method of accounting. Using this method, the tangible and intangible assets acquired and the liabilities assumed are recorded as of the acquisition date at their respective fair values. The Company evaluates a business as an integrated set of activities and assets that is capable of being managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits and consists of inputs and processes that provide or have the ability to provide outputs. In an acquisition of a business, the excess of the fair value of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill. In an acquisition of net assets that does not constitute a business, no goodwill is recognized. The consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition. See Note 4, “Fair value measurements,” for additional information. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired when accounted for using the acquisition method of accounting for business combinations. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company’s reporting unit below its carrying amount. The Company has not recognized any impairment charges related to goodwill to date. Intangible assets Intangible assets consist of acquired core technology with finite lives. The Company amortizes its intangible assets using the straight-line method over their estimated economic lives and periodically reviews for impairment. Contingent consideration Each reporting period, the Company revalues the contingent consideration obligations associated with business combinations to their fair value and records within operating expenses increases in their fair value as contingent consideration expense and decreases in the fair value as contingent consideration income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as development of the Company’s programs in certain indications progress and additional data are obtained, impacting the Company’s assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. See Note 4, “Fair value measurements,” for additional information. Property, plant and equipment Property, plant 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. 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 Building 40 years Computer equipment and software 3 years Furniture and fixtures 2-5 years Laboratory equipment 2-5 years Leasehold improvements Shorter of the useful life or remaining lease term The Company records certain estimated costs incurred and reported by a landlord as an asset and corresponding financing lease obligation on the consolidated balance sheets. See Note 8, “Commitments and contingencies,” for additional information. Impairment of long-lived assets 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. Financing lease obligation Beginning in 2015 and through construction completion in 2017, the Company recorded certain estimated construction costs incurred and reported to the Company by the landlord for its 60 Binney Street location as an asset and corresponding financing lease obligation on the consolidated balance sheets because it was deemed to be the owner of the building during the construction period for accounting purposes. Any costs incurred by the Company that have been reimbursed by the landlord or that qualify for reimbursement by the landlord are recorded as an asset and financing lease obligation. Any incremental costs incurred directly by the Company that do not qualify for reimbursement by the landlord are also capitalized. In each reporting period, the landlord estimates and reports to the Company any costs incurred to date related to its portion of the building using allocation estimates. During construction, the Company periodically met with the landlord and its construction manager to review these estimates and observe construction progress before recording such amounts. Upon completion of the construction of the building in the first quarter of 2017, the Company evaluated the lease and determined that it did not meet the criteria for “sale-leaseback” treatment. Accordingly, the Company is depreciating the building over 40 years and incurring interest expense in its consolidated statement of operations and comprehensive loss related to the financing lease obligation recorded on its consolidated balance sheet. The Company bifurcates its lease payments pursuant to the lease into (i) a portion that is allocated to the financing obligation related to the building and (ii) a portion that is allocated to the land on which the building was constructed. The portion of the lease obligation allocated to the land is treated for accounting purposes as an operating lease that commenced in September 2015 and is recorded on a straight-line basis over the initial lease term. See Note 8, “Commitments and contingencies,” for additional information. Revenue recognition The Company has primarily generated revenue through collaboration arrangements and out-licensing arrangements including royalties on net sales of products to licensees or sublicensees. Collaboration revenue As of December 31, 2017, the Company’s collaboration revenue is generated exclusively from its collaboration arrangement with Celgene Corporation (“Celgene”), which was originally entered into in March 2013 and was subsequently amended in June 2015 (the “Amended Collaboration Agreement”), as further described in Note 10. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements Revenue Recognition For those elements of the arrangement that are accounted for pursuant to ASC 605, revenue is recognized for each unit of accounting when all of the following criteria are met: • Persuasive evidence of an arrangement exists • Delivery has occurred or services have been rendered • The seller’s price to the buyer is fixed or determinable • Collectability is reasonably assured When a collaboration arrangement has multiple-elements accounted for under ASC 605, the Company determines whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves 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: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) 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 assessing whether an item has standalone value, the Company considers factors 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 are applied to determine the appropriate period and pattern of recognition. The Company determines the selling price of a unit of accounting following the hierarchy of evidence prescribed by ASC 605-25. Accordingly, the Company determines the estimated selling price for units of accounting within each arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”) of selling price if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. The Company typically uses BESP to estimate the selling price, since it generally does not have VSOE or TPE of selling price for its units of accounting. 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. 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 that the Company considers 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. The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria are satisfied. The Company will recognize arrangement consideration attributed to licenses that have standalone value as revenue upon delivery. When arrangement consideration attributed to licenses do not have standalone value, the Company will recognize revenue over the Company’s estimated performance period of the combined deliverable. For elements of the arrangement that are recognized over time, and there is no discernible pattern of performance and/or objectively measurable performance measures do not exist, the Company recognizes revenue on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 605. Amounts that are owed to collaboration partners are recognized as an offset to collaboration revenues as such amounts are incurred by the collaboration partner. Where amounts owed to a collaboration partner exceed the Company’s collaboration revenues in each quarterly period, such amounts are classified as research and development expense. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. The Company has concluded that all of the clinical and regulatory milestones pursuant to its collaboration arrangement are substantive. Accordingly, in accordance with FASB ASC Topic 605-28, Revenue Recognition-Milestone Method, revenue from clinical and regulatory milestone payments will be recognized in its entirety upon successful accomplishment of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive would be recognized as revenue over the remaining period of performance, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. The Company recognizes royalty revenue generated under collaboration arrangements in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations. License and royalty revenue The terms of the Company’s license agreements include delivery of an intellectual property license or the performance of research and development activities. The Company does not have any material license arrangements that contain multiple deliverables. The Company is compensated under license arrangements through nonrefundable up-front payments, milestones, and future royalties on net product sales. Nonrefundable license fees are recognized as revenue upon delivery provided there are no undelivered elements in the arrangement. The Company will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated 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. Research and development expenses Research and development costs are charged to expense as costs are incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, clinical study and related clinical manufacturing costs, contract services and other related costs. Research and development costs, including up-front fees and milestones paid to collaborators, are also expensed as incurred. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the contract research organizations, clinical study sites, laboratories, consultants, or other clinical trial vendors that perform the activities. The Company recognizes the reimbursement associated with collaborative activities to its collaborative partners as research and development expense in the period the services are provided. Cost of license and royalty revenue Cost of license and royalty revenue represents expense associated with amounts owed to third parties as a result of revenue recognized under the Company’s out-license arrangements. Stock-based compensation The Company’s share-based compensation programs grant awards that have included stock options, restricted stock units, restricted stock awards, and shares issued under its employee stock purchase plan. Grants are awarded to employees, including directors, and non-employees. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company’s stock-based awards are subject to either service or performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to non-employees with service-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the associated service period of the award, which is generally the vesting term, using the accelerated attribution method. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. Compensation expense related to awards to non-employees with performance-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The Company expenses restricted stock unit awards to employees based on the fair value of the award on a straight-line basis over the associated service period of the award. Awards of restricted stock units to non-employees are adjusted through stock-based compensation expense at each reporting period end to reflect the current fair value of such awards and expensed using an accelerated attribution model. The Company estimates the fair value of its option awards to employees and directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of complete company-specific historical and implied volatility data for the full expected term of the stock-based awards, the Company bases its estimate of expected volatility on a representative group of publicly traded companies in addition to its own volatility data. For these analyses, the Company selected companies with comparable characteristics to its own, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. As a result of the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, effective January 1, 2017, the Company accounts for forfeitures as they occur instead of estimating forfeitures at the time of grant and revising those estimates in subsequent periods if actual forfeitures differ from its estimates. Stock-based compensation expense recognized in the financial statements is based on awards for which performance or service conditions are expected to be satisfied. Consistent with the guidance in FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, the fair value of each non-employee stock option and warrant award is estimated at the date of grant using the Black-Scholes option pricing model with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life. Interest (expense) income, net Interest (expense) income, net consists primarily of interest expense on the Company’s 60 Binney Street financing lease obligation and interest income earned on investments, net of amortization of premium and accretion of discount. Interest income was approximately $9.5 million, $3.8 million, and $1.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. Interest expense was $11.4 million for the year ended December 31, 2017. Please refer to Note 8, “Commitments and contingencies,” for further discussion of interest expense incurred on the 60 Binney Street lease. Other (expense) income, net Other (expense) income, net consists primarily of gains and losses on the disposal of fixed assets, realized gains and losses on investments, and gains and losses on foreign currency transactions and remeasurement. Net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common equivalent shares outstanding for the period, including any dilutive effect from outstanding stock options, unvested restricted stock, restricted stock units, and employee stock purchase plan stock using the treasury stock method. Given that the Company recorded a net loss for each of the periods presented, there is no difference between basic and diluted net loss per share since the effect of common stock equivalents would be anti-dilutive and are, therefore, excluded from the diluted net loss per share calculation. The Company follows the two-class method when computing net loss per share in periods when issued shares that meet the definition of participating securities are outstanding. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to received dividends as if all income for the period had been distributed. Accordingly, in p |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable securities | 3. Marketable securities The following table summarizes the available-for-sale securities held at December 31, 2017 and 2016 (in thousands): Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2017 U.S. government agency securities and treasuries $ 841,895 $ — $ (3,579 ) $ 838,316 Certificates of deposit 17,480 1 — 17,481 Total $ 859,375 $ 1 $ (3,579 ) $ 855,797 December 31, 2016 U.S. government agency securities and treasuries $ 600,001 $ 34 $ (575 ) $ 599,460 Certificates of deposit 6,480 6 (3 ) 6,483 Total $ 606,481 $ 40 $ (578 ) $ 605,943 No available-for-sale securities held as of December 31, 2017 or 2016 had remaining maturities greater than three years. |
Fair value measurements
Fair value measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | 4. Fair value measurements The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and 2016 (in thousands): Description Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2017 Assets: Cash and cash equivalents $ 758,505 $ 758,505 $ — $ — Marketable securities: U.S. government agency securities and treasuries 838,316 — 838,316 — Certificates of deposit 17,481 — 17,481 — Total assets $ 1,614,302 $ 758,505 $ 855,797 $ — Liabilities: Contingent consideration $ 2,231 $ — $ — $ 2,231 Total liabilities $ 2,231 $ — $ — $ 2,231 December 31, 2016 Assets: Cash and cash equivalents $ 278,887 $ 278,887 $ — $ — Marketable securities: U.S. government agency securities 599,460 — 599,460 — Certificates of deposit 6,483 — 6,483 — Total assets $ 884,830 $ 278,887 $ 605,943 $ — Liabilities: Contingent consideration $ 7,756 $ — $ — $ 7,756 Total liabilities $ 7,756 $ — $ — $ 7,756 Cash and cash equivalents The Company considers all highly liquid securities with original final maturities of 90 days or less from the date of purchase to be cash equivalents. As of December 31, 2017, cash and cash equivalents comprise funds in cash and money market accounts. As of December 31, 2016, cash and cash equivalents comprise funds in cash, money market accounts, and federally insured deposits. Marketable securities The amortized cost of available-for-sale securities is adjusted for amortization of premiums and accretion of discounts to maturity. At December 31, 2017 and 2016, the balance in the Company’s accumulated other comprehensive loss was composed primarily of activity related to the Company’s available-for-sale marketable securities. There were no material realized gains or losses recognized on the sale or maturity of available-for-sale securities during the years ended December 31, 2017 or 2016, and as a result, the Company did not reclassify any amount out of accumulated other comprehensive loss for the same periods. The aggregate fair value of securities held by the Company in an unrealized loss position for less than twelve months as of December 31, 2017 and 2016 was $704.1 million and $376.1 million, respectively. As of December 31, 2017 and 2016, there were $134.4 million and $95.5 million in securities held by the Company in an unrealized loss position for more than twelve months, respectively. The Company has the intent and ability to hold such securities until recovery. The Company determined that there was no material change in the credit risk of the above investments. As a result, the Company determined it did not hold any investments with an other-than-temporary impairment as of December 31, 2017 and 2016. Contingent consideration On June 30, 2014, the Company acquired Pregenen. In connection with the acquisition of Pregenen, the Company recorded contingent consideration pertaining to the amounts potentially payable to Pregenen’s former equityholders pursuant to the Stock Purchase Agreement by and among the Company, Pregenen and Pregenen’s former equityholders. Contingent consideration is measured at fair value and is based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions the Company believes would be made by a market participant. The Company assesses these estimates on an on-going basis as additional data impacting the assumptions is obtained. Future changes in the fair value of contingent consideration related to updated assumptions and estimates are recognized within the consolidated statements of operations and comprehensive loss. Contingent consideration may change significantly as development progresses and additional data are obtained, impacting the Company’s assumptions regarding probabilities of successful achievement of related milestones used to estimate the fair value of the liability and the timing in which they are expected to be achieved. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques could result in materially different fair value estimates. The significant unobservable inputs used in the measurement of fair value of the Company’s contingent consideration are probabilities of successful achievement of clinical and commercial milestones, the period in which these milestones are expected to be achieved ranging from 2021 to 2028 and discount rates ranging from 19.0% to 20.0%. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. Significant increases or decreases in these other inputs would result in a significantly lower or higher fair value measurement, respectively. The table below provides a roll-forward of fair value of the Company’s contingent consideration obligations which include Level 3 inputs (in thousands): Year ended December 31, 2017 2016 Beginning balance $ 7,756 $ 8,665 Additions — — Changes in fair value (525 ) 4,091 Payments (5,000 ) (5,000 ) Ending balance $ 2,231 $ 7,756 A $5.0 million preclinical milestone was achieved and paid to the former equityholders of Pregenen in each of the years ended December 31, 2017 and 2016. As of December 31, 2017, the remaining $2.2 million contingent consideration obligation is reflected as a non-current liability in the consolidated balance sheet. As of December 31, 2016, $ 4.5 |
Property, plant and equipment,
Property, plant and equipment, net | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, plant and equipment, net | 5. Property, plant and equipment, net Property, plant and equipment, net, consists of the following (in thousands): As of December 31, 2017 2016 Land $ 1,210 $ — Building 164,414 — Computer equipment and software 5,134 1,655 Office equipment 4,478 1,427 Laboratory equipment 24,914 16,305 Leasehold improvements 116 13,697 Construction-in-progress 15,189 136,315 Total property, plant and equipment 215,455 169,399 Less accumulated depreciation and amortization (15,849 ) (12,444 ) Property, plant and equipment, net $ 199,606 $ 156,955 In November 2017, the Company acquired a manufacturing facility, which is in the process of construction, in Durham, North Carolina for the future manufacture of lentiviral vector for the Company’s gene and cell therapies. Construction-in-progress as of December 31, 2017 includes $12.9 million related to the North Carolina manufacturing facility. As of December 31, 2017, total property, plant and equipment includes $164.4 million related to the Company’s headquarters at 60 Binney Street in Cambridge, Massachusetts, of which $156.0 was incurred by the landlord. Construction-in-progress as of December 31, 2016 includes $126.9 Depreciation and amortization expense related to property, plant and equipment was $9.8 |
Restricted cash
Restricted cash | 12 Months Ended |
Dec. 31, 2017 | |
Cash And Cash Equivalents [Abstract] | |
Restricted cash | 6. Restricted cash As of December 31, 2017, the Company maintained letters of credit of $ |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued expenses and other current liabilities | 7. Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2017 2016 Employee compensation $ 19,657 $ 11,296 Accrued goods and services 29,533 34,275 Accrued license and milestone fees 4,584 2,464 Accrued professional fees 1,402 1,492 Financing lease obligation, current portion 1,051 — Contingent consideration, current portion — 4,479 Other 838 654 Total accrued expenses and other current liabilities $ 57,065 $ 54,660 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 8. Commitments and contingencies Operating lease commitments On June 3, 2013, the Company entered into a nine-year building lease for approximately 43,600 square feet of space located at 150 Second Street, Cambridge, Massachusetts, which commenced in December 2013. This lease was amended in June 2014 to add approximately 9,900 additional square feet. The lease originally had monthly lease payments of $0.2 million for the first 12 months, which increased to $0.3 million per month beginning in December 2014 due to the lease amendment, with annual rent escalations thereafter. Rent expense was recognized on a straight-line basis over the term of the lease through April 2017. The lease provided a contribution from the landlord towards the initial build-out of the space of up to $7.8 million. The Company capitalized the leasehold improvements as property, plant and equipment and recorded the landlord incentive payments received as deferred rent and amortized these amounts as reductions to rent expense over the lease term. In addition, in accordance with the lease, the Company entered into a cash-collateralized irrevocable standby letter of credit in the amount of $1.3 million, naming the landlord as beneficiary, which had a balance of $0.6 million as of December 31, 2016. On September 30, 2016, the Company entered into an Assignment and Assumption of Lease (“Assignment”) relating to this lease. Under the Assignment, the Company assigned all of its rights, interests, obligations and responsibilities under the lease, effective May 1, 2017. Accordingly, $8.3 million of tenant improvement assets were disposed and $8.0 million of non-current deferred rent was removed from the consolidated balance sheets as of December 31, 2017, with the resulting loss of $0.3 million recorded within the consolidated statement of operations and comprehensive loss during the year ended December 31, 2017. during the year ended December 31, 2017 On June 29, 2015, the Company entered into a lease agreement for additional office space located at 215 First Street, Cambridge, Massachusetts. Under the terms of the lease, the Company leased approximately 15,120 square feet starting on July 13, 2015 for $0.5 million per year in base rent, which was subject to a 3% annual rent increase plus certain operating expenses and taxes. The lease term was until August 31, 2020, and included early termination provisions that could allow the Company to terminate the lease without penalty at the end of the 20 th On June 3, 2016, the Company entered into a strategic manufacturing agreement for the future commercial production of the Company’s Lenti-D and LentiGlobin product candidates with a contract manufacturing organization. Under this 12 year agreement, the contract manufacturing organization will complete the design, construction, validation and process validation of the leased suites prior to anticipated commercial launch of the product candidates. During construction, the Company is required to pay $12.5 million upon the achievement of certain contractual milestones, and may pay up to $8.0 million in additional contractual milestones if the Company elects its option to lease additional suites. The Company paid $5.0 million for the achievement of the first and second contractual milestones during 2016 and paid the third milestone of $3.0 million during the first quarter of 2017. Additionally, the fourth milestone of $2.5 million was achieved in the fourth quarter of 2017 and is reflected as a component of accrued expenses and other current liabilities within the consolidated balance sheet at December 31, 2017. Leases – Overall On November 18, 2016, the Company entered into an agreement for future clinical and commercial production of the Company’s LentiGlobin gene therapy drug products with a contract manufacturing organization at an existing facility. The term of the agreement is five years with a three year renewal at the mutual option of each party. Under the agreement, the Company is required to pay an up-front fee of €3.0 million, €2.0 million of which was paid in the fourth quarter of 2016 and €1.0 million of which is expected to be paid in mid-2018, and annual maintenance and production fees of up to €9.8 million, depending on its production needs. The Company may terminate this agreement with six months’ notice and a one-time termination fee prior to July 1, 2018, or twelve months’ notice and a one-time termination fee thereafter. The Company concluded that this agreement contains an embedded lease as the clean rooms are designated for the Company’s exclusive use during the term of the agreement, and determined that it is not a capital lease under ASC 840-10, Leases – Overall 60 Binney Street Lease commitments On September 21, 2015, the Company entered into a lease agreement for office and laboratory space located in a building (the “Building”) at 60 Binney Street, Cambridge, Massachusetts (the “60 Binney Street Lease”) to become its new corporate headquarters. Under the terms of the 60 Binney Street Lease, starting on October 1, 2016, the Company leases approximately 253,108 square feet of office and laboratory space at $72.50 per square foot per year, or $18.4 million per year in base rent, which is subject to scheduled annual rent increases of 1.75% plus certain operating expenses and taxes. The Company also executed a $9.2 million letter of credit upon signing the 60 Binney Street Lease, which was required to be collateralized with a bank account at a financial institution in accordance with the 60 Binney Street Lease agreement. This letter of credit was increased to $13.8 million during the third quarter of 2016 as required under the terms of the lease. Subject to the terms of the lease and certain reduction requirements specified therein, including market capitalization requirements, this amount may decrease back to $9.2 million over time. The 60 Binney Street Lease will continue until March 31, 2027. Pursuant to a work letter entered into in connection with the 60 Binney Street Lease, the landlord will contribute an aggregate of $42.4 million toward the cost of construction and tenant improvements for the Building. The purpose of the 60 Binney Street Lease was to replace the Company’s previously leased premises at 150 Second Street and 215 First Street in Cambridge, Massachusetts, both of which were fully exited in the first half of 2017. The Company has the option to extend the 60 Binney Street Lease for two successive five-year terms. The Company occupied the Building beginning on March 27, 2017. Because the Company is involved in the construction project, including having responsibility to pay for a portion of the costs of finish work and mechanical, electrical, and plumbing elements of the Building, among other items, the Company is deemed for accounting purposes to be the owner of the Building during the construction period. Accordingly, construction costs that have been incurred by the landlord directly or indirectly through reimbursement to the Company as part of its tenant improvement allowance have been recorded as an asset in “Property, plant and equipment, net” with a related financing obligation in “Accrued expenses and other current liabilities” and “Financing lease obligation, net of current portion” on the Company’s consolidated balance sheets. Tenant improvement costs that are reimbursable by the landlord and have not yet been paid to the Company are recorded in “Tenant improvements receivable” on the Company’s consolidated balance sheets. Tenant improvement costs that are not reimbursable by the landlord are recorded in “Property, plant and equipment, net” on the Company’s consolidated balance sheets. The Company evaluated the 60 Binney Street Lease upon occupancy on March 27, 2017 and determined that the 60 Binney Street Lease did not meet the criteria for “sale-leaseback” treatment. This determination was based on, among other things, the Company's continuing involvement with the property in the form of non-recourse financing to the lessor. Accordingly, upon occupancy, the Company commenced depreciating the portion of the building in service over a useful life of 40 years and incurred interest expense related to the financing obligation of $11.4 million for the year ended December 31, 2017. The Company made $0.6 million in principal payments, which are included in operating expense, for the year ended December 31, 2017. The Company bifurcates its lease payments pursuant to the 60 Binney Street Lease into (i) a portion that is allocated to the Building and (ii) a portion that is allocated to the land on which the Building is located, which is recorded as rental expense. The Company began making lease payments pursuant to the 60 Binney Street Lease in March 2017. The portion of the lease obligation allocated to the land is treated for accounting purposes as an operating lease that commenced upon execution of the 60 Binney Street Lease in September 2015. During the years ended December 31, 2017, 2016 and 2015, the Company recognized $1.9 million, $1.9 million, and $0.5 million of rental expense attributable to the land, respectively. As of December 31, 2017, future minimum commitments under the 60 Binney Street Lease and facility operating leases were as follows (in thousands): Years Ended December 31, 60 Binney Street Lease Other Operating Leases (1) Total Lease Commitments 2018 $18,647 $13,941 $32,588 2019 18,974 11,491 30,465 2020 19,306 11,521 30,827 2021 19,642 11,551 31,193 2022 19,987 5,365 25,352 2023 and thereafter 88,888 27,625 116,513 Total minimum lease payments $185,444 $81,494 $266,938 (1) Includes the lease of the Company’s lab and office space in Seattle, Washington and two embedded operating leases at contract manufacturing organizations. For the 60 Binney Street Lease, the table above sets forth the future minimum rental payments that the Company is obligated to pay, including amounts reflected on the consolidated balance sheet as part of the balance under the caption “Accrued expenses and other current liabilities” and “Financing lease obligation, net of current portion.” The Company commenced rental payments in April 2017. Rent expense is calculated on a straight-line basis over the term of the lease. Rent expense recognized under all leases, including additional rent charges for utilities, parking, maintenance, and real estate taxes, and including rental expense attributable to the 60 Binney Street Lease land was $9.0 Contingent consideration related to business combinations On June 30, 2014, the Company acquired Pregenen. During 2017, one milestone under the Stock Purchase Agreement was achieved, which resulted in a $5.0 million payment to the former equityholders of Pregenen during 2017. During 2016, two milestones were achieved, which resulted in a $5.0 million payment to the former equityholders of Pregenen. The Company may be required to make up to an additional $120.0 million in remaining future contingent cash payments to the former equityholders of Pregenen upon the achievement of certain clinical and commercial milestones related to the Pregenen technology, of which $20.1 million relates to clinical milestones and $99.9 million relates to commercial milestones. In accordance with accounting guidance for business combinations, contingent consideration liabilities are required to be recognized on the consolidated balance sheets at fair value. Estimating the fair value of contingent consideration requires the use of significant assumptions primarily relating to probabilities of successful achievement of certain clinical and commercial milestones, the expected timing in which these milestones will be achieved and discount rates. The use of different assumptions could result in materially different estimates of fair value. See Note 4, “Fair value measurements” for additional information. Other funding commitments The Company is party to various agreements, principally relating to licensed technology, that require future payments relating to milestones not met at December 31, 2017 and December 31, 2016 or royalties on future sales of specified products. Additionally, the Company is party to various contracts with contract research organizations and contract manufacturers that generally provide for termination on notice, with the exact amounts in the event of termination to be based on the timing of the termination and the terms of the agreement. In each of 2018 and 2019, the Company expects to make payments of approximately $12.0 million under an agreement with a contract manufacturer. 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. 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. |
Common stock and preferred stoc
Common stock and preferred stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common stock and preferred stock | 9. Common stock and preferred stock The Company is authorized to issue 125,000,000 shares of common stock. Holders of common stock are entitled to one vote per share. Holders of common stock are entitled to receive dividends, if and when declared by the Company’s Board of Directors, and to share ratably in the Company’s assets legally available for distribution to the Company’s shareholders in the event of liquidation. Holders of common stock have no preemptive, subscription, redemption or conversion rights. As of December 31, 2017 and 2016, the Company had 49,406,011 and 40,691,904 shares of common stock issued and outstanding, respectively. In June 2015, the Company sold 2,941,176, shares of common stock through an underwritten public offering at a price of $170.00 per share for aggregate net proceeds of $477.2 million. In December 2016, the Company sold 3,289,473 shares of common stock through an underwritten public offering at a price of $76.00 per share for aggregate net proceeds of $234.7 million. On June 27, 2017, the Company sold 4,381,500 shares of common stock (inclusive of 571,500 shares of common stock sold by the Company pursuant to the full exercise of an overallotment option granted to the underwriters in connection with the offering) through an underwritten public offering at a price of $105.00 per share for aggregate net proceeds of $436.8 million. On December 15, 2017, the Company sold 3,243,244 shares of common stock (excluding any shares sold pursuant to an overallotment option granted to the underwriters in connection with the offering) through an underwritten public offering at a price of $185.00 per share for aggregate net proceeds of $569.8 million. In January 2018, the Company sold 277,109 shares of common stock pursuant to the partial exercise of an overallotment option granted to the underwriters in connection with the December 2017 underwritten public offering at a price of $185.00 per share for aggregate net proceeds of $48.6 million. The Company is authorized to issue 5,000,000 shares of preferred stock in one or more series and to fix the powers, designations, preferences and relative participating option or other rights thereof, including dividend rights, conversion rights, voting rights, redemption terms, liquidation preferences and the number of shares constituting any series, without any further vote or action by the Company’s shareholders. As of December 31, 2017 and 2016, the Company had no shares of preferred stock issued or outstanding. Reserved for future issuance The Company has reserved for future issuance the following number of shares of common stock (in thousands): As of December 31, 2017 2016 Options to purchase common stock 3,755 3,735 Restricted stock units 477 263 2013 Stock Option and Incentive Plan 1,550 1,226 2013 Employee Stock Purchase Plan 188 209 5,970 5,433 |
Significant agreements
Significant agreements | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Significant agreements | 10. Significant agreements Celgene Corporation Original Collaboration Agreement On March 19, 2013, the Company entered into a Master Collaboration Agreement (the “Collaboration Agreement”) with Celgene to discover, develop and commercialize potentially disease-altering gene therapies in oncology. The collaboration is focused on applying gene therapy technology to genetically modify a patient’s own T cells, known as chimeric antigen receptor, or CAR T cells, to target and destroy cancer cells. Additionally, on March 19, 2013, the Company entered into a Platform Technology Sublicense Agreement (the “Sublicense Agreement”) with Celgene pursuant to which the Company obtained a sublicense to certain intellectual property from Celgene, originating under Celgene’s license from Baylor College of Medicine, for use in the collaboration. Under the terms of the Collaboration Agreement, the Company received a $75.0 million up-front, non-refundable cash payment. The Company was responsible for conducting discovery, research and development activities through completion of Phase I clinical studies, if any, during the initial term of the Collaboration Agreement, or three years. The collaboration is governed by a joint steering committee (“JSC”) formed by an equal number of representatives from the Company and Celgene. The JSC, among other activities, reviews the collaboration program, reviews and evaluates product candidates and approves regulatory plans. In addition to the JSC, the Collaboration Agreement provides that the Company and Celgene each appoint representatives to a patent committee, which is responsible for managing the intellectual property developed and used during the collaboration. Amended Collaboration Agreement On June 3, 2015, the Company and Celgene amended and restated the Collaboration Agreement (the “Amended Collaboration Agreement”). Under the Amended Collaboration Agreement, the parties will now focus the collaboration exclusively on anti- B-cell maturation antigen (“BCMA”) product candidates for a new three-year term. In connection with the Amended Collaboration Agreement, the Company received an upfront, one-time, non-refundable, non-creditable payment of $25.0 million to fund research and development under the collaboration. The collaboration will continue to be governed by the JSC. Under the terms of the Amended Collaboration Agreement, for up to two product candidates selected for development under the collaboration, the Company is responsible for conducting and funding all research and development activities performed up through completion of the initial Phase I clinical study, if any, of such product candidate. On a product candidate-by-product candidate basis, up through a specified period following enrollment of the first patient in an initial Phase I clinical study for such product candidate (the “Option Period”), the Company has granted Celgene an option to obtain an exclusive worldwide license to develop and commercialize such product. In the event that Celgene exercises its option with respect to any product candidate, the Company may elect to co-develop and co-promote the product candidate in the United States, provided that, if the Company does not exercise its option to co-develop and co-promote the first product candidate in-licensed by Celgene under the Amended Collaboration Agreement, then the Company will not be permitted to exercise its option to co-develop and co-promote any future product candidates under the Amended Collaboration Agreement. If Celgene elects to exercise its option to exclusively in-license a product candidate, it must pay the Company an option fee in the amount of $10.0 million for the first product candidate and $15.0 million for any additional product candidates. bb2121 License Agreement On February 10, 2016, Celgene exercised its option to obtain an exclusive worldwide license to develop and commercialize bb2121, the first product candidate under the Amended Collaboration Agreement, pursuant to an executed license agreement (“bb2121 License Agreement”) entered into by the parties on February 16, 2016 and paid the associated $10.0 million option fee. Pursuant to the bb2121 License Agreement, Celgene is responsible for development and related funding of bb2121 after the substantial completion of the on-going Phase I clinical trial. The Company is responsible for the manufacture of vector and associated payload throughout development and commercialization, which is fully reimbursed by Celgene, and Celgene is responsible for the manufacture of drug product throughout development and commercialization. The Company may elect to co-develop and co-promote bb2121 within the United States, which it currently expects to elect. The Company’s election to co-develop and co-promote bb2121 must be made by the substantial completion of the ongoing Phase I trial of bb2121. If elected, the responsibilities of the parties remain largely unchanged, however, the Company will share equally in all costs relating to developing, commercializing and manufacturing bb2121 within the United States and has the right to participate in the development and promotion of bb2121 in the United States. Under this scenario, the Company may receive, per product, up to $10.0 million in clinical milestone payments and, outside of the United States, up to $54.0 million in regulatory milestone payments, and up to $36.0 million in commercial milestone payments. In addition, to the extent bb2121 is commercialized, the Company would be entitled to receive tiered royalty payments ranging from the mid-single digits to low-teens based on a percentage of net sales generated outside of the United States, subject to certain reductions. In the event the Company does not exercise its option to co-develop and co-promote bb2121, the Company will receive an additional fee in the amount of $10.0 million. Under this scenario, the Company may be eligible to receive up to $10.0 million in clinical milestone payments, up to $117.0 million in regulatory milestone payments, and up to $78.0 million in commercial milestone payments. In addition, to the extent bb2121 is commercialized, the Company would be entitled to receive tiered royalty payments ranging from the mid-single digits to low-teens based on a percentage of net sales, subject to certain reductions. bb21217 License Agreement On September 22, 2017, Celgene exercised its option to obtain an exclusive worldwide license to develop and commercialize bb21217, the second product candidate under the Amended Collaboration Agreement, pursuant to an executed license agreement (“bb21217 License Agreement”) entered into by the parties on September 28, 2017 and paid the associated $15.0 million option fee. Pursuant to the license agreement, Celgene is responsible for development and related funding of bb21217 after the substantial completion of the on-going Phase I clinical trial. The Company is responsible for the manufacture of vector and associated payload throughout development and commercialization, which is fully reimbursed by Celgene, and Celgene is responsible for the manufacture of drug product throughout development and commercialization. The Company may elect to exercise its option to co-develop and co-promote bb21217 within the United States. The Company’s election to co-develop and co-promote bb21217 must be made by the substantial completion of the ongoing Phase I trial of bb21217. If elected, responsibilities of the parties remain unchanged, however, the Company will share equally in all costs relating to developing, commercializing and manufacturing bb21217 within the United States and has the right to participate in the development and promotion of bb21217 in the United States. In the event the Company does not exercise its option to co-develop and co-promote bb21217, the Company will receive an additional fee in the amount of $10.0 million. Under this scenario, the Company may be eligible to receive up to $10.0 million in clinical milestone payments, up to $117.0 million in regulatory milestone payments, and up to $78.0 million in commercial milestone payments. In addition, to the extent bb21217 is commercialized, the Company would be entitled to receive tiered royalty payments ranging from the mid-single digits to low-teens based on a percentage of net sales, subject to certain reductions. Accounting Analysis – bb2121 Upon execution of the Amended Collaboration Agreement, the Company concluded the arrangement contained the following deliverables: (i) research and development services, (ii) participation on the JSC, (iii) participation on the patent committee, (iv) a license to the first product candidate, bb2121, (v) manufacture of vectors and associated payload for incorporation into bb2121, under the license, and (vi) participation on the JGC under the co-development and co-promotion agreement for bb2121. The license to the first product candidate, bb2121, was considered a deliverable at the inception of the arrangement and therefore the associated option fee was included in allocable arrangement consideration as the Company believed there was minimal risk with regard to whether Celgene will exercise the option based on the successful completion of preclinical activities and proximity of enrollment of the first patient in an initial Phase I clinical study for this product candidate. The Company also determined that the obligation to manufacture, or have manufactured, supplies of vector and associated payload (hereafter referred to as vector manufacturing services) was a deliverable. However, the Company determined that the options to license any additional product candidates were substantive options and therefore were not considered deliverables at execution of the Amended Collaboration Agreement. Celgene was not contractually obligated to exercise the options. Additionally, as a result of the uncertain outcome of the discovery, research and development activities, the Company was at risk with regard to whether Celgene would exercise the options to license additional product candidates. Moreover, the Company determined that the options were not priced at a significant and incremental discount. Accordingly, the options to other product candidates were not considered deliverables and the associated option fees were not included in allocable arrangement consideration. Upon execution of the Amended Collaboration Agreement in June 2015, the Company concluded that each of the three delivered elements at the inception of the agreement (research and development services, participation on the JSC and participation on the patent committee) had standalone value from the undelivered elements. Additionally, the Amended Collaboration Agreement does not include return rights related to the collaboration term. Accordingly, each deliverable qualified as a separate unit of accounting. The Company determined that each of the delivered elements had the same period of performance (the three-year term through projected initial Phase I clinical study substantial completion) and the same pattern of revenue recognition, ratably over the period of performance as there was no other discernible pattern of recognition. The Company identified the allocable arrangement consideration as the $25.0 million up-front research and development funding payment, $10.0 million option fee for the first product candidate, bb2121, $20.0 million related to remaining deferred revenue from the original Collaboration Agreement, and $54.1 million related to the estimated amounts that will be received from Celgene for manufacturing services. The $109.0 million total allocable arrangement consideration was allocated based on the relative estimated selling price of the separate units of accounting at the inception of the amended agreement, resulting in $17.3 million allocated to the three delivered elements at the inception of the agreement, which will be recognized over a three year term. The Company determined that each of the identified deliverables that qualify as a separate unit of accounting continue to have the same period of performance (the three year term through projected initial Phase I clinical study substantial completion) and the same pattern of revenue recognition, ratably over the period of performance as there is no other discernible pattern of recognition, and therefore there is no change in the recognition of $17.3 million allocated to these three elements. These services continue to be recognized over a three-year term that began in June 2015. However, the Company concluded that the license to bb2121 did not have standalone value from the vector manufacturing services, because the manufacturing is essential to the use of the license. Accordingly, these two deliverables qualify as a single combined unit of accounting. The Company is required to reassess its conclusions on standalone value of deliverables each period end. As of December 31, 2017, the Company determined that there were no changes to its initial standalone value conclusion and that the bb2121 license agreement continues to not have standalone value from the manufacturing services. Accordingly, these two deliverables continue to qualify as a single combined unit of accounting. Based on the likelihood and the Company’s intent to execute the co-development and co-promotion agreement for bb2121, the Company determined that the operating activities involved in the co-development and co-promotion of bb2121 in the U.S., which include the Company’s vector manufacturing services for U.S. development, participation on the JGC, and Celgene’s U.S. development efforts, are deemed to be within the scope of ASC 808 given that both parties are active participants in the activities and both parties are exposed to significant risks and rewards dependent on the commercial success of the activities. The Company recognizes revenue for its U.S. manufacturing services by application of ASC 605 as it has deemed its vector manufacturing services to be essential to Celgene’s use of the license to bb2121 and therefore is a combined unit of accounting. The portion of Celgene’s U.S. development costs that bluebird is responsible for are recognized as a reduction to its collaboration revenues, or, if in excess of such revenues in a given quarter, as research and development expense. bb2121 research and development services The Company recognized revenue related to bb2121 research and development services for Celgene of $6.2 million for each of the years ended December 31, 2017 and 2016. bb2121 license and manufacturing services Revenue recognition for the combined unit of accounting commenced during the first quarter of 2017 after the Company reached agreement with Celgene regarding the budget and timing for vector manufacturing services. The Company recognizes revenue associated with the combined unit of accounting using the proportional performance method. In using this method, the Company estimated, through discussions with Celgene regarding their development plan for bb2121, the proportion of effort it incurred as a percentage of total effort it expects to incur and applied this ratio to the total estimated budget for bb2121 vector manufacturing services. In developing the total estimated budget, management assumed that the Company will exercise its option to co-develop and co-promote bb2121 and therefore is currently recognizing revenue related to 67.5% of worldwide development costs incurred, which represents the percentage the Company is contractually entitled to bill Celgene under the cost share provisions of the co-development and co-promotion agreement, upon its execution. The period of performance and recognition pattern will be revisited as the development plan changes or if other events impacting the deliverables occur. The Company recognized $10.4 million of revenue related to the combined unit of accounting for its rest of world license and vector manufacturing services for the year ended December 31, 2017 in accordance with ASC 605. With respect to the combined unit of accounting for its U.S. license and vector manufacturing services accounted for in accordance with ASC 808, $4.9 million was recognized as revenue (representative of gross revenue of $10.5 million offset by approximately $5.6 million of cost reimbursement to Celgene) and $3.0 million was recognized as research and development expense for the year ended December 31, 2017. As noted above, revenue recognition for the combined unit of accounting commenced during the first quarter of 2017 and as such there was no revenue recognized related to the combined unit of accounting in 2016. In the event the Company does not exercise its option to co-develop and co-promote bb2121, the Company expects to recognize the remaining 32.5% of worldwide development costs, as Celgene would be responsible for 100% of costs incurred, plus a markup. Actual costs could materially differ from these estimates, and management has applied significant judgment in the process of developing its budget estimates. Any changes to these estimates will be recognized in the period in which they change as a cumulative catch up. The Company evaluated all milestones that may be received in connection with Celgene’s bb2121 license to determine if they were substantive in nature. All clinical and regulatory milestones that may be received under the bb2121 license agreement are considered substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone as well as the level of effort and investment required. Accordingly, such amounts will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. Accounting Analysis – bb21217 On September 22, 2017, Celgene exercised its option to obtain an exclusive worldwide license to develop and commercialize bb21217, the second optioned product candidate, pursuant to the bb21217 License Agreement entered into by the parties on September 28, 2017, and paid the associated $15.0 million option fee. The Company’s bb21217 License Agreement with Celgene contains the following deliverables: (i) research and development services, (ii) a license to the second product candidate, bb21217, (iii) manufacture of vectors and associated payload for incorporation into bb21217, under the license, and (iv) participation on the JGC under the co-development and co-promotion agreement for bb21217. Upon execution of the bb21217 License Agreement in September 2017, the Company concluded that the research and development services, which commenced at the inception of the arrangement, have standalone value from the license to bb21217 and manufacture of vectors and associated payload under the license (hereafter referred to as bb21217 vector manufacturing services). However, the Company concluded that the license to bb21217 does not have standalone value from one of the undelivered elements, the bb21217 manufacturing services under the license, because the manufacturing is essential to the use of the license. Accordingly, these two deliverables qualify as a single combined unit of accounting. The Company determined that the period of performance of the research and development services was two years through projected initial Phase I clinical study substantial completion, and revenue will be recognized ratably over the period of performance as there was no other discernible pattern of recognition. The Company identified the allocable arrangement consideration as the $15.0 million option fee for the second product candidate and $26.7 million related to the estimated amounts that will be received from Celgene for bb21217 vector manufacturing services. The $41.7 million total allocable arrangement consideration was allocated based on the relative estimated selling price of the separate units of accounting at the inception of the bb21217 License Agreement, resulting in $5.4 million allocated to the research and development services at the inception of the agreement, which will be recognized over an initial two-year term. As of December 31, 2017, this will continue to be recognized over a two-year term that began in September 2017. bb21217 research and development services The Company recognized revenue related to research and development services of $0.7 million for the year ended December 31, 2017. As noted above, revenue recognition for the bb21217 research and development services for Celgene commenced in September 2017 and as such there was no revenue recognized in 2016. bb21217 license and manufacturing services As of December 31, 2017, the manufacture of vectors and associated payload for bb21217 had not yet commenced. Therefore, no revenue has been recognized for the combined unit of accounting for the year ended December 31, 2017. The Company evaluated all milestones that may be received in connection with Celgene’s bb21217 license to determine if they were substantive in nature. All clinical and regulatory milestones that may be received under the bb21217 license agreement are considered substantive on the basis of the contingent nature of the milestone, specifically reviewing factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the milestone as well as the level of effort and investment required. Accordingly, such amounts will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. Balance sheet impact As of December 31, 2017 and December 31, 2016, there was $47.4 million and $46.4 million, respectively, of total deferred revenue related to the Company’s collaboration with Celgene, which is classified as current or non-current in the consolidated balance sheets. As of December 31, 2017, total deferred revenue related to bb2121 is $32.6 million, of which $9.8 million is classified as non-current. As of December 31, 2017, total deferred revenue related to bb21217 is $14.8 million, of which $12.0 million is classified as non-current. As of December 31, 2017, other current assets and receivables includes a $4.6 million receivable related to cost reimbursement from Celgene for bb2121 development costs incurred to date, net of costs incurred and billable by Celgene to the Company. There was no receivable from Celgene as of December 31, 2016. Novartis Pharma AG On April 26, 2017, the Company entered into a worldwide license agreement with Novartis. Under the terms of the agreement, Novartis non-exclusively licensed certain patent rights related to lentiviral vector technology to develop and commercialize CAR T cell therapies for oncology, including Kymriah (formerly known as CTL019), Novartis’s anti-CD19 CAR T therapy. At contract inception, financial terms of the agreement included a $7.5 million payment upon execution, $7.5 million of potential future milestone payments associated with regulatory approvals, and $1.1 million of payments for each subsequently licensed product, as well as low single digit royalty payments on net sales of covered products. At the date of contract inception, only one deliverable was identified and accordingly the entire nonrefundable license fee of $7.5 million was recognized as revenue given there were no other undelivered elements in the arrangement. Given that there were no further deliverables identified in the contract, all regulatory milestones will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. In August 2017, Novartis received FDA approval for Kymriah and as a result the Company recognized revenue of $2.5 million as a result of the achievement of a related milestone. During the year ended December 31, 2017, the Company recognized license revenue of $10.0 million in connection with this arrangement, as there were no other undelivered elements in the arrangement. During the year ended December 31, 2017, the Company recognized royalty revenue of $0.1 million in connection with this arrangement. The cost of license revenue related to this agreement was $1.4 million for the year ended December 31, 2017. GlaxoSmithKline Intellectual Property Development Limited On April 28, 2017, the Company entered into a worldwide license agreement with GSK. Under the terms of the agreement, GSK non-exclusively licensed certain patent rights related to lentiviral vector technology to develop and commercialize gene therapies for Wiscott-Aldrich syndrome and metachromatic leukodystrophy, two rare genetic diseases. Financial terms of the agreement include a nonrefundable upfront payment of $3.0 million as well as $1.3 million of potential milestone payments for each marketing authorization for each indication in any country as well as low single digit royalties on net sales of covered products. At the date of contract inception, only one deliverable was identified and accordingly the entire nonrefundable license fee of $3.0 million was recognized as revenue given there were no other undelivered elements in the arrangement. Given that there were no further deliverables identified in the contract, all regulatory milestones will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. During the year ended December 31, 2017, the Company recognized revenue of $3.0 million associated with the delivery of the license, as there were no other undelivered elements in the arrangement. The cost of license revenue related to this agreement was $0.1 million for the year ended December 31, 2017. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 11. Intangible assets On June 30, 2014, the Company completed its acquisition of Pregenen, a privately-held biotechnology company, upon which Pregenen became a wholly-owned subsidiary. As a result, the Company obtained gene editing and cell signaling technology with a broad range of potential therapeutic applications. The Company considered the intangible asset acquired to be developed technology, as at the date of the acquisition it could be used the way it was intended to be used in certain ongoing research and development activities. The gene editing platform intangible asset is being amortized to research and development expense over its expected useful life of approximately eight years from the date of the acquisition. Amortization expense for the gene editing platform intangible asset was $3.8 2016 was $13.2 The intangible asset will continue to be amortized on a straightline basis over its remaining useful life of 4.5 years. |
Stock-based compensation
Stock-based compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based compensation | 12. Stock-based compensation On June 3, 2013, the Company’s board of directors adopted its 2013 Stock Option and Incentive Plan (“2013 Plan”), which was subsequently approved by its stockholders and became effective upon the closing of the Company’s IPO on June 24, 2013. The 2013 Plan replaces the 2010 Stock Option and Grant Plan (“2010 Plan”). The 2013 Plan allows for the granting of incentive stock options, non-qualified stock options, restricted stock units and restricted stock awards to the Company’s employees, members of the board of directors, and consultants of the Company. The Company initially reserved 955,000 shares of its common stock for the issuance of awards under the 2013 Plan. The 2013 Plan provides that the number of shares reserved and available for issuance under the 2013 Plan will automatically increase each January 1, beginning on January 1, 2014, by four percent of the outstanding number of shares of common stock on the immediately preceding December 31 or such lesser number of shares as determined by the Company’s compensation committee. In January 2017 and January 2018, the number of common stock available for issuance under the 2013 Plan was increased by approximately 1.6 million and 2.0 million shares, respectively, as a result of this automatic increase provision. Any options or awards outstanding under the Company’s previous stock option plans, including both the 2010 Plan and the Second Amended and Restated 2002 Employee, Director and Consultant Stock Plan (“2002 Plan”), at the time of adoption of the 2013 Plan remain outstanding and effective. The shares of common stock underlying any awards that are forfeited, canceled, repurchased, expire or are otherwise terminated (other than by exercise) under the 2002 Plan and 2010 Plan are added to the shares of common stock available for issuance under the 2013 Plan. As of December 31, 2017, the total number of common stock that may be issued under all plans is 1.6 The Company does not currently hold any treasury shares. Upon stock option exercise, the Company issues new shares and delivers them to the participant. Stock-based compensation expense The Company recognized stock-based compensation expense totaling $53.3 million, $39.8 million, and $41.1 million during the years ended December 31, 2017, 2016 and 2015, respectively. Stock-based compensation expense recognized by award type is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Stock options $ 42,262 $ 33,966 $ 37,536 Restricted stock units 10,495 5,374 3,325 Employee stock purchase plan 525 416 259 $ 53,282 $ 39,756 $ 41,120 Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 26,633 $ 19,690 $ 24,854 General and administrative 26,649 20,066 16,266 $ 53,282 $ 39,756 $ 41,120 As of December 31, 2017, there was $94.5 million, $31.1 million and $0.1 million of unrecognized compensation expense related to unvested stock options, restricted stock units and the employee stock purchase plan, respectively, that is expected to be recognized over a weighted-average period of 2.6, 2.9, and 0.1 years. In 2015, the Company modified outstanding options held by its former Chief Scientific Officer as part of his separation agreement, modified the vesting conditions of a stock option award held by a non-employee founder, and modified the vesting conditions of stock option awards held by two employees immediately following their separation from the Company. As a result of these modifications, the Company recognized $10.3 million of incremental stock-based compensation expense during 2015. Stock options 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: Year Ended December 31, 2017 2016 2015 Expected volatility 78.1 % 74.3 % 72.6 % Expected term (in years) 6.0 6.0 5.9 Risk-free interest rate 2.1 % 1.5 % 1.7 % Expected dividend yield 0.0 % 0.0 % 0.0% The following table summarizes the stock option activity under the Company’s equity awards plans: Shares (in thousands) Weighted-average exercise price per share Weighted-average contractual life (in years) Aggregate intrinsic value (a) (in Outstanding at December 31, 2016 3,735 $ 52.17 Granted 1,206 $ 90.95 Exercised (982 ) $ 32.39 Canceled or forfeited (204 ) $ 86.84 Outstanding at December 31, 2017 3,755 $ 67.91 7.5 $ 414,169 Exercisable at December 31, 2017 1,834 $ 50.60 6.4 $ 234,190 Vested and expected to vest at December 31, 2017 3,755 $ 67.91 7.5 $ 414,169 (a) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at December 31, 2017. The weighted-average fair values of options granted during 2017, 2016 and 2015 was $62.03, $34.22, and $74.65, respectively. The intrinsic value of options exercised during the years ended December 31, 2017, 2016, and 2015, was $91.0 million, $15.3 million and $147.9 million, respectively. Restricted stock units The following table summarizes the restricted stock unit activity under the Company’s equity award plans (shares in thousands): Shares Weighted-average grant date fair value Unvested balance at December 31, 2016 263 $ 63.07 Granted 332 91.15 Vested (87 ) 72.91 Forfeited (31 ) 64.52 Unvested balance at December 31, 2017 477 $ 80.72 The intrinsic value of restricted stock units vested during the years ended December 31, 2017, 2016, and 2015 was $8.1 million, $5.3 million and $10.4 million, respectively. Employee Stock Purchase Plan On June 3, 2013, the Company’s board of directors adopted its 2013 Employee Stock Purchase Plan (“2013 ESPP”), which was subsequently approved by its stockholders and became effective upon the closing of the Company’s IPO on June 24, 2013. The 2013 ESPP authorizes the initial issuance of up to a total of 238,000 shares of the Company’s common stock to participating employees. During the years ended December 31, 2017 and 2016, 20,773 |
401(k) Savings Plan
401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Savings Plan | 13. 401(k) Savings plan In 1997, 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. In February 2018 and 2017, the Company made contributions of approximately $1.5 million and $1.0 million, respectively, related to employee contributions made during 2017 and 2016, which is included in accrued expenses and other current liabilities as of December 31, 2017 and 2016. Expense related to the 401(k) Plan totaled $1.5 million, $1.0 million, $0.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 14. Income taxes The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2017 2016 2015 U.S. $ (266,236 ) $ (210,188 ) $ (162,287 ) Foreign (69,197 ) (53,931 ) (4,436 ) Total $ (335,433 ) $ (264,119 ) $ (166,723 ) The provision for (benefit from) income taxes were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 115 — — Foreign 95 — 60 Deferred: Federal — (588 ) — State — (24 ) — Foreign — — — Total income tax expense (benefit) $ 210 $ (612 ) $ 60 A reconciliation of income tax provision (benefit) computed at the statutory federal income tax rate to the Company’s effective income tax rate (benefit) provision as reflected in the financial statements is as follows: Year Ended December 31, 2017 2016 2015 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 4.3 % 3.3 % 4.2 % Permanent differences 2.7 % (5.3 %) (6.4 %) Research and development credit 12.8 % 15.0 % 14.6 % Foreign differential (6.9 %) (7.0 %) (1.0 %) Federal tax rate change (31.6 %) 0.0 % 0.0 % Other (0.8 %) 0.0 % (0.5 %) Change in valuation allowance (14.6 %) (39.9 %) (44.9 %) Effective income tax rate (benefit) (0.1 %) 0.1 % 0.0 % For the years ended December 31, 2017, 2016 and 2015, the Company recognized an income tax (expense) benefit of $(0.2) million or (0.1%), $0.6 million or 0.1%, and $(0.1) million or 0.0%, respectively. The Company did not recognize any significant tax benefit for the years ended December 31, 2017, December 31, 2016, and December 31, 2015 as the Company was subject to a full valuation allowance. 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 and liabilities are composed of the following (in thousands): Year Ended December 31, 2017 2016 Deferred tax assets: U.S. net operating loss carryforwards (federal and state) $ 194,160 $ 106,064 Tax credit carryforwards (federal and state) 131,289 87,117 Capitalized research and development expenses 241 631 60 Binney Street lease 42,025 47,191 Deferred revenue 12,795 18,231 Capitalized license fees 13,388 11,752 Accruals and other 25,781 32,172 Total deferred tax assets 419,679 303,158 Intangible assets (4,567 ) (8,129 ) Fixed assets (42,062 ) (48,902 ) Less valuation allowance (373,050 ) (246,127 ) Net deferred taxes $ — $ — A valuation allowance is recorded against deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. Due to the uncertainty surrounding the realization of the favorable tax attributes in future tax returns, the Company has recorded a full valuation allowance against the Company’s otherwise recognizable net deferred tax assets. The valuation allowance increased on a net basis by approximately $126.9 million during the year ended December 31, 2017 due primarily to net operating losses and tax credit carryforwards, which are partially offset by the decrease in federal statutory rate due to tax reform. As of December 31, 2017, 2016 and 2015, the Company had U.S. federal net operating loss carryforwards of approximately $716.1 million, $466.8 million, and $347.5 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2037. As of December 31, 2017, 2016 and 2015, the Company also had U.S. state net operating loss carryforwards of approximately $692.9 million, $456.8 million, and $335.0 million, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2037. At December 31, 2016, $195.4 million and $195.4 million of federal and state net operating losses, respectively, related to excess equity based compensation tax deductions, the benefits for which will be recorded to additional paid-in capital when recognized through a reduction of cash taxes paid. As a result of adopting FASB ASU 2016-09 in the first quarter of 2017, the Company recorded a cumulative-effect adjustment to retained earnings of $76.7 million to record a net deferred tax asset relative to these tax attribute carryforwards. The deferred tax asset was offset by a corresponding adjustment to the valuation allowance. At December 31, 2017, 2016 and 2015, the Company also had approximately $0.0 million, $0.0 million, and $0.6 million, respectively, of foreign net operating loss carryforwards that may be available to offset future income tax liabilities; these carryforwards do not expire. As of December 31, 2017, 2016 and 2015, the Company had federal research and development and orphan drug tax credit carryforwards of approximately $124.1 million, $83.2 million, and $44.9 million, respectively, available to reduce future tax liabilities which expire at various dates through 2037. As of December 31, 2017, 2016 and 2015, the Company had state credit carryforwards of approximately $9.1 million, $6.0 million, and $3.8 million, respectively, available to reduce future tax liabilities which expire at various dates through 2032. 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 it believes has resulted in a change in control as defined by Sections 382 and 383 of the Internal Revenue Code. The Company will recognize interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2017, 2016 and 2015, the Company had no significant accrued interest or penalties related to uncertain tax positions and no significant amounts have been recognized in the Company’s consolidated statements of operations and comprehensive loss. For all years through December 31, 2017, 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. 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 or one of its subsidiaries 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, 2014 through December 31, 2016. 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. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted. This law substantially amended the Internal Revenue Code and among other things, permanently reduced the U.S. corporate income tax rate from 35% to 21%. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows the recording of provisional amounts during a measurement period not to extend beyond one year of the enactment date. In accordance with SAB 118, the Company has determined that its deferred tax asset value and associated valuation allowance reduction of $106.0 million is a provisional amount and a reasonable estimate at December 31, 2017. The final impact may differ from this provisional amount due to, among other things, changes in interpretations and assumptions the Company has made thus far and the issuance of additional regulatory or other guidance. The Company expects to complete the final impact within the measurement period. |
Net loss per share
Net loss per share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net loss per share | 15. 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): Year Ended December 31, 2017 2016 2015 Outstanding stock options 3,755 3,735 3,532 Restricted stock units 477 263 148 ESPP shares 9 11 3 4,241 4,009 3,683 |
Selected quarterly financial da
Selected quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected quarterly financial data (Unaudited) | 16. Selected quarterly financial data (unaudited) The following table contains quarterly financial information for 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 6,832 $ 16,716 $ 7,711 $ 4,168 $ 35,427 Total operating expenses 76,745 84,538 85,369 120,940 367,592 Loss from operations (69,913 ) (67,822 ) (77,658 ) (116,772 ) (332,165 ) Net loss (68,712 ) (70,898 ) (78,805 ) (117,228 ) (335,643 ) Net loss per share applicable to common stockholders - basic and diluted $ (1.68 ) $ (1.73 ) $ (1.73 ) $ (2.52 ) $ (7.71 ) 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 1,499 $ 1,552 $ 1,552 $ 1,552 $ 6,155 Total operating expenses 58,879 61,527 79,692 73,887 273,985 Loss from operations (57,380 ) (59,975 ) (78,140 ) (72,335 ) (267,830 ) Net loss (56,274 ) (58,844 ) (77,025 ) (71,364 ) (263,507 ) Net loss per share applicable to common stockholders - basic and diluted $ (1.52 ) $ (1.59 ) $ (2.07 ) $ (1.88 ) $ (7.07 ) |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | 17. Subsequent events As discussed in Note 9, “Common stock and preferred stock,” in January 2018, the Company sold 277,109 shares of common stock pursuant to the partial exercise of an overallotment option granted to the underwriters in connection with the December 2017 underwritten public offering at a price of $185.00 per share for aggregate net proceeds of $48.6 million. |
Summary of significant accoun26
Summary of significant accounting policies and basis of presentation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. These consolidated 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”). Certain aggregations of prior year amounts have been made to conform to current year presentation. In the prior year balance sheet, tenant improvements receivable, prepaid expenses and restricted cash and other current assets are included within prepaid expenses and other current assets. In the prior year statements of operations and comprehensive loss, interest (expense) income, net and other (expense) income, net are aggregated. Additionally, the Company has combined in the statements of cash flows the purchase of property and equipment and tenant improvements. |
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 in the financial statements and accompanying notes. 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. Estimates are used in the following areas, among others: fair value estimates used to assess potential impairment of long-lived assets, including goodwill and intangible assets, financing lease obligations, contingent consideration, stock-based compensation expense, accrued expenses, revenue and income taxes. |
Foreign currency transaction | Foreign currency translation The financial statements of the Company’s subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results. Translation gains and losses are included in accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in other (expense) income, net in the results of operations. |
Segment information | Segment information The Company operates in a single segment, focusing on the development of potentially transformative gene therapies for severe genetic diseases and cancer. Consistent with its operational structure, its chief operating decision maker manages and allocates resources at a global, consolidated level. Therefore, results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with our management reporting. All material long-lived assets of the Company reside in the United States. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments purchased with original final maturities of 90 days or less from the date of purchase to be cash equivalents. Cash and cash equivalents comprise funds in cash, money market accounts, and federally insured deposits. Cash equivalents are reported at fair value. |
Marketable securities | Marketable securities The Company classifies marketable securities with a remaining maturity when purchased of greater than three months as available-for-sale. Marketable securities with a remaining maturity date greater than one year are classified as non-current. Available-for-sale securities are maintained by investment managers and consist of U.S. Treasury securities, U.S. government agency securities, and certificates of deposit. Available-for-sale securities are carried at fair value with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders’ equity until realized. Any premium or discount arising at purchase is amortized and/or accreted to interest income and/or expense over the life of the instrument. Realized gains and losses are determined using the specific identification method and are included in other (expense) income, net. If any adjustment to fair value reflects a decline in value of the investment, the Company considers all available evidence to evaluate the extent to which the decline is “other-than-temporary” and, if so, marks the investment to market through a charge to the Company’s statement of operations and comprehensive loss. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale securities. The Company maintains its cash and cash equivalent balances with high-quality financial institutions and, consequently, the Company believes that such funds are subject to minimal credit risk. The Company’s available-for-sale investments primarily consist of U.S. Treasury securities, U.S. government agency securities and certificates of deposit, and potentially subject the Company to concentrations of credit risk. The Company has adopted an investment policy that limits the amounts the Company may invest in any one type of investment and requires all investments held by the Company to be at least AA+/Aa1 rated, thereby reducing credit risk exposure. |
Fair value of financial instruments | Fair value of financial instruments The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements Level 1—Fair values are determined utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2—Fair values are determined utilizing quoted prices for identical or similar assets or liabilities in active markets or other market observable inputs such as interest rates, yield curves and foreign currency spot rates. Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. To the extent that 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 marketable securities (Note 3 and Note 4) and contingent consideration (Note 4). The carrying amounts of accounts payable and accrued expenses approximate their fair values due to their short-term nature. |
Business combinations | Business combinations Business combinations are accounted for using the acquisition method of accounting. Using this method, the tangible and intangible assets acquired and the liabilities assumed are recorded as of the acquisition date at their respective fair values. The Company evaluates a business as an integrated set of activities and assets that is capable of being managed for the purpose of providing a return in the form of dividends, lower costs or other economic benefits and consists of inputs and processes that provide or have the ability to provide outputs. In an acquisition of a business, the excess of the fair value of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill. In an acquisition of net assets that does not constitute a business, no goodwill is recognized. The consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition. See Note 4, “Fair value measurements,” for additional information. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net assets acquired when accounted for using the acquisition method of accounting for business combinations. Goodwill is not amortized but is evaluated for impairment within the Company’s single reporting unit on an annual basis, during the fourth quarter, or more frequently if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of the Company’s reporting unit below its carrying amount. The Company has not recognized any impairment charges related to goodwill to date. |
Intangible assets | Intangible assets Intangible assets consist of acquired core technology with finite lives. The Company amortizes its intangible assets using the straight-line method over their estimated economic lives and periodically reviews for impairment. |
Contingent consideration | Contingent consideration Each reporting period, the Company revalues the contingent consideration obligations associated with business combinations to their fair value and records within operating expenses increases in their fair value as contingent consideration expense and decreases in the fair value as contingent consideration income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as development of the Company’s programs in certain indications progress and additional data are obtained, impacting the Company’s assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. See Note 4, “Fair value measurements,” for additional information. |
Property, plant and equipment | Property, plant and equipment Property, plant 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. 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 Building 40 years Computer equipment and software 3 years Furniture and fixtures 2-5 years Laboratory equipment 2-5 years Leasehold improvements Shorter of the useful life or remaining lease term The Company records certain estimated costs incurred and reported by a landlord as an asset and corresponding financing lease obligation on the consolidated balance sheets. See Note 8, “Commitments and contingencies,” for additional information. |
Impairment of long-lived assets | Impairment of long-lived assets 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. |
Financing lease obligation | Financing lease obligation Beginning in 2015 and through construction completion in 2017, the Company recorded certain estimated construction costs incurred and reported to the Company by the landlord for its 60 Binney Street location as an asset and corresponding financing lease obligation on the consolidated balance sheets because it was deemed to be the owner of the building during the construction period for accounting purposes. Any costs incurred by the Company that have been reimbursed by the landlord or that qualify for reimbursement by the landlord are recorded as an asset and financing lease obligation. Any incremental costs incurred directly by the Company that do not qualify for reimbursement by the landlord are also capitalized. In each reporting period, the landlord estimates and reports to the Company any costs incurred to date related to its portion of the building using allocation estimates. During construction, the Company periodically met with the landlord and its construction manager to review these estimates and observe construction progress before recording such amounts. Upon completion of the construction of the building in the first quarter of 2017, the Company evaluated the lease and determined that it did not meet the criteria for “sale-leaseback” treatment. Accordingly, the Company is depreciating the building over 40 years and incurring interest expense in its consolidated statement of operations and comprehensive loss related to the financing lease obligation recorded on its consolidated balance sheet. The Company bifurcates its lease payments pursuant to the lease into (i) a portion that is allocated to the financing obligation related to the building and (ii) a portion that is allocated to the land on which the building was constructed. The portion of the lease obligation allocated to the land is treated for accounting purposes as an operating lease that commenced in September 2015 and is recorded on a straight-line basis over the initial lease term. See Note 8, “Commitments and contingencies,” for additional information. |
Revenue recognition | Revenue recognition The Company has primarily generated revenue through collaboration arrangements and out-licensing arrangements including royalties on net sales of products to licensees or sublicensees. |
Collaboration revenue | Collaboration revenue As of December 31, 2017, the Company’s collaboration revenue is generated exclusively from its collaboration arrangement with Celgene Corporation (“Celgene”), which was originally entered into in March 2013 and was subsequently amended in June 2015 (the “Amended Collaboration Agreement”), as further described in Note 10. The Company analyzes its collaboration arrangements to assess whether they are within the scope of ASC 808, Collaborative Arrangements Revenue Recognition For those elements of the arrangement that are accounted for pursuant to ASC 605, revenue is recognized for each unit of accounting when all of the following criteria are met: • Persuasive evidence of an arrangement exists • Delivery has occurred or services have been rendered • The seller’s price to the buyer is fixed or determinable • Collectability is reasonably assured When a collaboration arrangement has multiple-elements accounted for under ASC 605, the Company determines whether the individual deliverables represent separate units of accounting or whether they must be accounted for as a combined unit of accounting. This evaluation involves 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: (i) the delivered item(s) has value to the customer on a standalone basis and (ii) 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 assessing whether an item has standalone value, the Company considers factors 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 are applied to determine the appropriate period and pattern of recognition. The Company determines the selling price of a unit of accounting following the hierarchy of evidence prescribed by ASC 605-25. Accordingly, the Company determines the estimated selling price for units of accounting within each arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, third-party evidence (“TPE”) of selling price if VSOE is not available, or best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. The Company typically uses BESP to estimate the selling price, since it generally does not have VSOE or TPE of selling price for its units of accounting. 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. 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 that the Company considers 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. The Company recognizes arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria are satisfied. The Company will recognize arrangement consideration attributed to licenses that have standalone value as revenue upon delivery. When arrangement consideration attributed to licenses do not have standalone value, the Company will recognize revenue over the Company’s estimated performance period of the combined deliverable. For elements of the arrangement that are recognized over time, and there is no discernible pattern of performance and/or objectively measurable performance measures do not exist, the Company recognizes revenue on a straight-line basis over the period the Company is expected to complete its performance obligations. Conversely, if the pattern of performance in which the service is provided to the customer can be determined and objectively measurable performance measures exist, then the Company recognizes revenue under the arrangement using the proportional performance method. For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, generally by analogy to ASC 605. Amounts that are owed to collaboration partners are recognized as an offset to collaboration revenues as such amounts are incurred by the collaboration partner. Where amounts owed to a collaboration partner exceed the Company’s collaboration revenues in each quarterly period, such amounts are classified as research and development expense. At the inception of an arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either the Company’s performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the Company’s performance to achieve the milestone, (ii) the consideration relates solely to past performance and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. The Company has concluded that all of the clinical and regulatory milestones pursuant to its collaboration arrangement are substantive. Accordingly, in accordance with FASB ASC Topic 605-28, Revenue Recognition-Milestone Method, revenue from clinical and regulatory milestone payments will be recognized in its entirety upon successful accomplishment of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive would be recognized as revenue over the remaining period of performance, assuming all other revenue recognition criteria are met. All commercial milestones will be accounted for in the same manner as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. The Company recognizes royalty revenue generated under collaboration arrangements in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations. |
License and royalty revenue | License and royalty revenue The terms of the Company’s license agreements include delivery of an intellectual property license or the performance of research and development activities. The Company does not have any material license arrangements that contain multiple deliverables. The Company is compensated under license arrangements through nonrefundable up-front payments, milestones, and future royalties on net product sales. Nonrefundable license fees are recognized as revenue upon delivery provided there are no undelivered elements in the arrangement. The Company will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s consolidated 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. |
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, including salaries and benefits, facilities costs, overhead costs, clinical study and related clinical manufacturing costs, contract services and other related costs. Research and development costs, including up-front fees and milestones paid to collaborators, are also expensed as incurred. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. The Company accrues costs for clinical trial activities based upon estimates of the services received and related expenses incurred that have yet to be invoiced by the contract research organizations, clinical study sites, laboratories, consultants, or other clinical trial vendors that perform the activities. The Company recognizes the reimbursement associated with collaborative activities to its collaborative partners as research and development expense in the period the services are provided. |
Cost of license and royalty revenue | Cost of license and royalty revenue Cost of license and royalty revenue represents expense associated with amounts owed to third parties as a result of revenue recognized under the Company’s out-license arrangements. |
Stock-based compensation | Stock-based compensation The Company’s share-based compensation programs grant awards that have included stock options, restricted stock units, restricted stock awards, and shares issued under its employee stock purchase plan. Grants are awarded to employees, including directors, and non-employees. The Company accounts for its stock-based compensation awards in accordance with FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock units and modifications to existing stock options, to be recognized in the consolidated statements of operations and comprehensive loss based on their fair values. The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. The Company’s stock-based awards are subject to either service or performance-based vesting conditions. Compensation expense related to awards to employees and directors with service-based vesting conditions is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Compensation expense related to awards to non-employees with service-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the associated service period of the award, which is generally the vesting term, using the accelerated attribution method. Compensation expense related to awards to employees with performance-based vesting conditions is recognized based on the grant date fair value over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. Compensation expense related to awards to non-employees with performance-based vesting conditions is recognized based on the then-current fair value at each financial reporting date prior to the measurement date over the requisite service period using the accelerated attribution method to the extent achievement of the performance condition is probable. The Company expenses restricted stock unit awards to employees based on the fair value of the award on a straight-line basis over the associated service period of the award. Awards of restricted stock units to non-employees are adjusted through stock-based compensation expense at each reporting period end to reflect the current fair value of such awards and expensed using an accelerated attribution model. The Company estimates the fair value of its option awards to employees and directors using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (i) the expected stock price volatility, (ii) the calculation of expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of complete company-specific historical and implied volatility data for the full expected term of the stock-based awards, the Company bases its estimate of expected volatility on a representative group of publicly traded companies in addition to its own volatility data. For these analyses, the Company selected companies with comparable characteristics to its own, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. As a result of the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, effective January 1, 2017, the Company accounts for forfeitures as they occur instead of estimating forfeitures at the time of grant and revising those estimates in subsequent periods if actual forfeitures differ from its estimates. Stock-based compensation expense recognized in the financial statements is based on awards for which performance or service conditions are expected to be satisfied. Consistent with the guidance in FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees, the fair value of each non-employee stock option and warrant award is estimated at the date of grant using the Black-Scholes option pricing model with assumptions generally consistent with those used for employee stock options, with the exception of expected term, which is over the contractual life. |
Interest (expense) income, net | Interest (expense) income, net Interest (expense) income, net consists primarily of interest expense on the Company’s 60 Binney Street financing lease obligation and interest income earned on investments, net of amortization of premium and accretion of discount. Interest income was approximately $9.5 million, $3.8 million, and $1.6 million for the years ended December 31, 2017, 2016, and 2015, respectively. Interest expense was $11.4 million for the year ended December 31, 2017. Please refer to Note 8, “Commitments and contingencies,” for further discussion of interest expense incurred on the 60 Binney Street lease. |
Other (expense) income, net | Other (expense) income, net Other (expense) income, net consists primarily of gains and losses on the disposal of fixed assets, realized gains and losses on investments, and gains and losses on foreign currency transactions and remeasurement. |
Net loss per share | Net loss per share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common equivalent shares outstanding for the period, including any dilutive effect from outstanding stock options, unvested restricted stock, restricted stock units, and employee stock purchase plan stock using the treasury stock method. Given that the Company recorded a net loss for each of the periods presented, there is no difference between basic and diluted net loss per share since the effect of common stock equivalents would be anti-dilutive and are, therefore, excluded from the diluted net loss per share calculation. The Company follows the two-class method when computing net loss per share in periods when issued shares that meet the definition of participating securities are outstanding. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to received dividends as if all income for the period had been distributed. Accordingly, in periods in which the Company reports a net loss attributable to common stockholders when participating securities are outstanding, losses are not allocated to the participating securities. |
Income taxes | Income taxes Income taxes are recorded in accordance with FASB 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, 2017 and 2016, the Company does not have any significant uncertain tax positions. |
Comprehensive loss | Comprehensive loss Comprehensive loss is composed of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on marketable securities and foreign currency translation adjustments. |
Recent accounting pronouncements | Recent accounting pronouncements Recently adopted In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies share-based payment accounting through a variety of amendments. Upon adoption, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) are recognized as income tax expense or benefit in the statement of operations and comprehensive loss. The tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur. the modified retrospective adoption approach beginning in 2017, and therefore prior periods have not been adjusted. The Company recognizes excess tax benefits regardless of whether or not the benefit reduces taxes payable in the current period. As a result, the Company established a net operating loss deferred tax asset of $76.7 million to account for prior period excess tax benefits through retained earnings, however an offsetting valuation allowance of $76.7 million was also established through retained earnings because it is not more likely than not that the deferred tax asset will be realized due to historical and expected future losses, and as a result there was no impact on the Company’s consolidated financial statements. The Company also elected to account for forfeitures as they occur, and recorded a cumulative catch up of $0.5 million within additional paid-in capital and retained earnings upon adoption in the first quarter of 2017. Not yet adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The new standard will be effective on January 1, 2018 and earlier application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. ASC 606 allows for either a full retrospective adoption, in which the standard is applied to all of the periods presented, or a modified retrospective approach, in which the standard is applied to the most current period presented in the financial statements. The Company expects to adopt this standard using the modified retrospective approach. The revenue generated in the year ended December 31, 2017 relates to the Company’s collaboration arrangement with Celgene and the Company’s out-licensing arrangements. The Company is continuing to assess . The Company expects that certain of its accounting conclusions will require further judgment, including, but not limited to, (1) the evaluation of variable consideration, and in particular, milestone payments due from Celgene as the inclusion of milestone payments in the transaction price could accelerate revenue recognized under ASC 606 compared to ASC 605, (2) allocation of variable consideration to one or more performance obligations, (3) evaluation of whether a significant financing component is present, and (4) determination of the revenue recognition method for services performed under the arrangement. As the Company is still in the process of completing its assessment of the Celgene arrangement, an estimate of the potential impact has not yet been made. The Company will complete its assessment in the first quarter of 2018. The Company has substantially completed its assessment of the ASC 606 impact on its two out-licensing arrangements and does not expect the adoption of ASC 606 to have a material impact on . In February 2016, the FASB issued ASU 2016-02, Leases , (“ASU 2016-02”) , which requires a lessee to recognize assets and liabilities on the balance sheet for operating leases and changes many key definitions, including the definition of a lease. The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize lease assets and lease liabilities. Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance. The new standard will be effective beginning January 1, 2019, and early adoption is permitted for public entities. The Company is currently evaluating the potential impact ASU 2016-02 may have on its financial position and results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The new standard clarifies certain aspects of the statement of cash flows, including the classification of contingent consideration payments made after a business combination, the clarification of restricted cash, and several clarifications not currently applicable to the Company. The new standard also clarifies that an entity should determine each separately identifiable source or use within the cash receipts and cash payments on the basis of the nature of the underlying cash flows. In situations in which cash receipts and payments have aspects of more than one class of cash flows and cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows for the item. The new standard will be effective for the Company on January 1, 2018. The Company is continuing to assess the impact that adoption of this standard is expected to have on the Company’s consolidated statements of cash flows upon adoption. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash (“ASU 2016-18”). The amendments in this update require that amounts generally described as restricted cash and restricted cash equivalents be included within cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 will be effective January 1, 2018 and early adoption is permitted. As of December 31, 2017, the Company has not elected to early adopt this guidance, but expects the adoption to have an impact on its consolidated statement of cash flows as, upon adoption, it will include the Company’s restricted cash balance in the cash and cash equivalents reconciliation of operating, investing and financing activities. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. To address concerns over the cost and complexity of the two-step goodwill impairment test, the amendments in this ASU remove the second step of the test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The new standard will be effective beginning January 1, 2020 and early adoption is permitted with measurement dates on or after January 1, 2017. The adoption of this standard is not expected to have a material impact on the Company’s financial position or results of operations upon adoption. In April 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (“Subtopic 310-20”). The new standard amends the amortization period for certain purchased callable debt securities held at a premium by shortening the amortization period for the premium to the earliest call date. Subtopic 310-20 calls for a modified retrospective application under which . The new standard will be effective beginning January 1, 2019 and early adoption is permitted for public entities. financial position or results of operations upon adoption. In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (“Topic 718”): Scope Modification Accounting. The new standard is intended to reduce the diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. The new standard will be effective beginning January 1, 2019. The adoption of this standard is not expected to have a material impact on the Company’s |
Summary of significant accoun27
Summary of significant accounting policies and basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | 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 Building 40 years Computer equipment and software 3 years Furniture and fixtures 2-5 years Laboratory equipment 2-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available for Sale Securities Held | The following table summarizes the available-for-sale securities held at December 31, 2017 and 2016 (in thousands): Description Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2017 U.S. government agency securities and treasuries $ 841,895 $ — $ (3,579 ) $ 838,316 Certificates of deposit 17,480 1 — 17,481 Total $ 859,375 $ 1 $ (3,579 ) $ 855,797 December 31, 2016 U.S. government agency securities and treasuries $ 600,001 $ 34 $ (575 ) $ 599,460 Certificates of deposit 6,480 6 (3 ) 6,483 Total $ 606,481 $ 40 $ (578 ) $ 605,943 |
Fair value measurements (Tables
Fair value measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Recorded Amount of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table sets forth the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2017 and 2016 (in thousands): Description Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2017 Assets: Cash and cash equivalents $ 758,505 $ 758,505 $ — $ — Marketable securities: U.S. government agency securities and treasuries 838,316 — 838,316 — Certificates of deposit 17,481 — 17,481 — Total assets $ 1,614,302 $ 758,505 $ 855,797 $ — Liabilities: Contingent consideration $ 2,231 $ — $ — $ 2,231 Total liabilities $ 2,231 $ — $ — $ 2,231 December 31, 2016 Assets: Cash and cash equivalents $ 278,887 $ 278,887 $ — $ — Marketable securities: U.S. government agency securities 599,460 — 599,460 — Certificates of deposit 6,483 — 6,483 — Total assets $ 884,830 $ 278,887 $ 605,943 $ — Liabilities: Contingent consideration $ 7,756 $ — $ — $ 7,756 Total liabilities $ 7,756 $ — $ — $ 7,756 |
Roll-Forward of Fair Value of the Company's Contingent Consideration Obligations | The table below provides a roll-forward of fair value of the Company’s contingent consideration obligations which include Level 3 inputs (in thousands): Year ended December 31, 2017 2016 Beginning balance $ 7,756 $ 8,665 Additions — — Changes in fair value (525 ) 4,091 Payments (5,000 ) (5,000 ) Ending balance $ 2,231 $ 7,756 |
Property, plant and equipment30
Property, plant and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property, Plant and Equipment Net | Property, plant and equipment, net, consists of the following (in thousands): As of December 31, 2017 2016 Land $ 1,210 $ — Building 164,414 — Computer equipment and software 5,134 1,655 Office equipment 4,478 1,427 Laboratory equipment 24,914 16,305 Leasehold improvements 116 13,697 Construction-in-progress 15,189 136,315 Total property, plant and equipment 215,455 169,399 Less accumulated depreciation and amortization (15,849 ) (12,444 ) Property, plant and equipment, net $ 199,606 $ 156,955 |
Accrued expenses and other cu31
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): As of December 31, 2017 2016 Employee compensation $ 19,657 $ 11,296 Accrued goods and services 29,533 34,275 Accrued license and milestone fees 4,584 2,464 Accrued professional fees 1,402 1,492 Financing lease obligation, current portion 1,051 — Contingent consideration, current portion — 4,479 Other 838 654 Total accrued expenses and other current liabilities $ 57,065 $ 54,660 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Commitments | As of December 31, 2017, future minimum commitments under the 60 Binney Street Lease and facility operating leases were as follows (in thousands): Years Ended December 31, 60 Binney Street Lease Other Operating Leases (1) Total Lease Commitments 2018 $18,647 $13,941 $32,588 2019 18,974 11,491 30,465 2020 19,306 11,521 30,827 2021 19,642 11,551 31,193 2022 19,987 5,365 25,352 2023 and thereafter 88,888 27,625 116,513 Total minimum lease payments $185,444 $81,494 $266,938 (1) Includes the lease of the Company’s lab and office space in Seattle, Washington and two embedded operating leases at contract manufacturing organizations. |
Common stock and preferred st33
Common stock and preferred stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Future Issuance of Common Stock Shares | The Company has reserved for future issuance the following number of shares of common stock (in thousands): As of December 31, 2017 2016 Options to purchase common stock 3,755 3,735 Restricted stock units 477 263 2013 Stock Option and Incentive Plan 1,550 1,226 2013 Employee Stock Purchase Plan 188 209 5,970 5,433 |
Stock-based compensation (Table
Stock-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense by Award Type | Stock-based compensation expense recognized by award type is as follows (in thousands): Year Ended December 31, 2017 2016 2015 Stock options $ 42,262 $ 33,966 $ 37,536 Restricted stock units 10,495 5,374 3,325 Employee stock purchase plan 525 416 259 $ 53,282 $ 39,756 $ 41,120 |
Schedule of Stock-Based Compensation Expense by Classification | Stock-based compensation expense by classification included within the consolidated statements of operations and comprehensive loss was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Research and development $ 26,633 $ 19,690 $ 24,854 General and administrative 26,649 20,066 16,266 $ 53,282 $ 39,756 $ 41,120 |
Assumptions Used for the Black-Scholes Option-Pricing Model to Determine the Per Share Weighted Average Fair Value for Options Granted | 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: Year Ended December 31, 2017 2016 2015 Expected volatility 78.1 % 74.3 % 72.6 % Expected term (in years) 6.0 6.0 5.9 Risk-free interest rate 2.1 % 1.5 % 1.7 % Expected dividend yield 0.0 % 0.0 % 0.0% |
Summary of Stock Option Activity Under Plan | The following table summarizes the stock option activity under the Company’s equity awards plans: Shares (in thousands) Weighted-average exercise price per share Weighted-average contractual life (in years) Aggregate intrinsic value (a) (in Outstanding at December 31, 2016 3,735 $ 52.17 Granted 1,206 $ 90.95 Exercised (982 ) $ 32.39 Canceled or forfeited (204 ) $ 86.84 Outstanding at December 31, 2017 3,755 $ 67.91 7.5 $ 414,169 Exercisable at December 31, 2017 1,834 $ 50.60 6.4 $ 234,190 Vested and expected to vest at December 31, 2017 3,755 $ 67.91 7.5 $ 414,169 (a) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at December 31, 2017. |
Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Common Stock Awards | The following table summarizes the restricted stock unit activity under the Company’s equity award plans (shares in thousands): Shares Weighted-average grant date fair value Unvested balance at December 31, 2016 263 $ 63.07 Granted 332 91.15 Vested (87 ) 72.91 Forfeited (31 ) 64.52 Unvested balance at December 31, 2017 477 $ 80.72 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule Components of Loss Before Income Taxes | The components of loss before income taxes were as follows (in thousands): Year Ended December 31, 2017 2016 2015 U.S. $ (266,236 ) $ (210,188 ) $ (162,287 ) Foreign (69,197 ) (53,931 ) (4,436 ) Total $ (335,433 ) $ (264,119 ) $ (166,723 ) |
Summary of Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes were as follows (in thousands): Year Ended December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 115 — — Foreign 95 — 60 Deferred: Federal — (588 ) — State — (24 ) — Foreign — — — Total income tax expense (benefit) $ 210 $ (612 ) $ 60 |
Reconciliation of Income Tax Provision (Benefit) Computed at the Statutory Federal Income Tax Rate to Effective Income Tax Rate (Benefit) Provision as Reflected in the Financial Statements | A reconciliation of income tax provision (benefit) computed at the statutory federal income tax rate to the Company’s effective income tax rate (benefit) provision as reflected in the financial statements is as follows: Year Ended December 31, 2017 2016 2015 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 4.3 % 3.3 % 4.2 % Permanent differences 2.7 % (5.3 %) (6.4 %) Research and development credit 12.8 % 15.0 % 14.6 % Foreign differential (6.9 %) (7.0 %) (1.0 %) Federal tax rate change (31.6 %) 0.0 % 0.0 % Other (0.8 %) 0.0 % (0.5 %) Change in valuation allowance (14.6 %) (39.9 %) (44.9 %) Effective income tax rate (benefit) (0.1 %) 0.1 % 0.0 % |
Components of Deferred Tax Assets and Liabilities | The significant components of the Company’s deferred tax assets and liabilities are composed of the following (in thousands): Year Ended December 31, 2017 2016 Deferred tax assets: U.S. net operating loss carryforwards (federal and state) $ 194,160 $ 106,064 Tax credit carryforwards (federal and state) 131,289 87,117 Capitalized research and development expenses 241 631 60 Binney Street lease 42,025 47,191 Deferred revenue 12,795 18,231 Capitalized license fees 13,388 11,752 Accruals and other 25,781 32,172 Total deferred tax assets 419,679 303,158 Intangible assets (4,567 ) (8,129 ) Fixed assets (42,062 ) (48,902 ) Less valuation allowance (373,050 ) (246,127 ) Net deferred taxes $ — $ — |
Net loss per share (Tables)
Net loss per share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Common Stock Equivalents Excluded from 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): Year Ended December 31, 2017 2016 2015 Outstanding stock options 3,755 3,735 3,532 Restricted stock units 477 263 148 ESPP shares 9 11 3 4,241 4,009 3,683 |
Selected quarterly financial 37
Selected quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | The following table contains quarterly financial information for 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 6,832 $ 16,716 $ 7,711 $ 4,168 $ 35,427 Total operating expenses 76,745 84,538 85,369 120,940 367,592 Loss from operations (69,913 ) (67,822 ) (77,658 ) (116,772 ) (332,165 ) Net loss (68,712 ) (70,898 ) (78,805 ) (117,228 ) (335,643 ) Net loss per share applicable to common stockholders - basic and diluted $ (1.68 ) $ (1.73 ) $ (1.73 ) $ (2.52 ) $ (7.71 ) 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total (in thousands, except per share data) Total revenue $ 1,499 $ 1,552 $ 1,552 $ 1,552 $ 6,155 Total operating expenses 58,879 61,527 79,692 73,887 273,985 Loss from operations (57,380 ) (59,975 ) (78,140 ) (72,335 ) (267,830 ) Net loss (56,274 ) (58,844 ) (77,025 ) (71,364 ) (263,507 ) Net loss per share applicable to common stockholders - basic and diluted $ (1.52 ) $ (1.59 ) $ (2.07 ) $ (1.88 ) $ (7.07 ) |
Description of the business - A
Description of the business - Additional Information (Detail) $ in Billions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Date of incorporation | Apr. 16, 1992 |
Cash, cash equivalents and marketable securities | $ 1.6 |
Summary of significant accoun39
Summary of significant accounting policies and basis of presentation - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2017USD ($) | |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Interest income net of amortization of premium and accretion of discount | $ 9,500,000 | $ 3,800,000 | $ 1,600,000 | |
Interest expenses | 11,400,000 | |||
Significant uncertain tax positions | 0 | 0 | ||
Deferred tax assets, net operating loss | 194,160,000 | 106,064,000 | ||
Deferred tax assets, valuation allowance | 373,050,000 | $ 246,127,000 | ||
ASU 2016-09 [Member] | ||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||
Deferred tax assets, net operating loss | 76,700,000 | |||
Deferred tax assets, valuation allowance | $ 76,700,000 | |||
ASU 2016-09 [Member] | Additional Paid-in Capital and Retained Earnings [Member] | ||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||
Cumulative catch up to account for forfeitures | $ 500,000 | |||
Building [Member] | ||||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||
Useful life of asset | 40 years | |||
Interest expenses | $ 11,400,000 |
Summary of significant accoun40
Summary of significant accounting policies and basis of presentation - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Building [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 40 years |
Computer Equipment and Software [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 2 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Laboratory Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 2 years |
Laboratory Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Leasehold improvements | Shorter of the useful life or remaining lease term |
Marketable securities - Summary
Marketable securities - Summary of Available for Sale Securities Held (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 859,375 | $ 606,481 |
Unrealized Gains | 1 | 40 |
Unrealized Losses | (3,579) | (578) |
Fair Value | 855,797 | 605,943 |
U.S. Government Agency Securities and Treasuries [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 841,895 | 600,001 |
Unrealized Gains | 34 | |
Unrealized Losses | (3,579) | (575) |
Fair Value | 838,316 | 599,460 |
Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 17,480 | 6,480 |
Unrealized Gains | 1 | 6 |
Unrealized Losses | (3) | |
Fair Value | $ 17,481 | $ 6,483 |
Fair value measurements - Recor
Fair value measurements - Recorded Amount of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash and cash equivalents | $ 758,505 | $ 278,887 |
Total assets | 1,614,302 | 884,830 |
Liabilities: | ||
Contingent consideration | 2,231 | 7,756 |
Total liabilities | 2,231 | 7,756 |
U.S. Government Agency Securities and Treasuries [Member] | ||
Assets: | ||
Marketable securities | 838,316 | |
Certificates of Deposit [Member] | ||
Assets: | ||
Marketable securities | 17,481 | 6,483 |
U.S. Government Agency Securities [Member] | ||
Assets: | ||
Marketable securities | 599,460 | |
Quoted prices in active markets (Level 1) [Member] | ||
Assets: | ||
Cash and cash equivalents | 758,505 | 278,887 |
Total assets | 758,505 | 278,887 |
Significant other observable inputs (Level 2) [Member] | ||
Assets: | ||
Total assets | 855,797 | 605,943 |
Significant other observable inputs (Level 2) [Member] | U.S. Government Agency Securities and Treasuries [Member] | ||
Assets: | ||
Marketable securities | 838,316 | |
Significant other observable inputs (Level 2) [Member] | Certificates of Deposit [Member] | ||
Assets: | ||
Marketable securities | 17,481 | 6,483 |
Significant other observable inputs (Level 2) [Member] | U.S. Government Agency Securities [Member] | ||
Assets: | ||
Marketable securities | 599,460 | |
Significant unobservable inputs (Level 3) [Member] | ||
Liabilities: | ||
Contingent consideration | 2,231 | 7,756 |
Total liabilities | $ 2,231 | $ 7,756 |
Fair value measurements - Addit
Fair value measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents maturities | 90 days or less | ||
Realized gain (loss) on available-for-sale securities | $ 0 | $ 0 | |
Reclassification out of accumulated other comprehensive income (loss) | 0 | 0 | |
Unrealized Loss on Securities | 704,100,000 | 376,100,000 | |
Unrealized loss on securities, more than twelve months | 134,400,000 | 95,500,000 | |
Investments with other-than-temporary impairment | 0 | 0 | |
Contingent consideration, current | 4,479,000 | ||
Contingent consideration, non current | 2,231,000 | 3,277,000 | |
Achievement of research milestone | (525,000) | 4,091,000 | $ 2,869,000 |
Pregenen [Member] | Preclinical Milestones [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Achievement of research milestone | $ 5,000,000 | $ 5,000,000 | |
Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Milestone achievement period | 2,021 | ||
Milestone discount rates | 19.00% | ||
Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Milestone achievement period | 2,028 | ||
Milestone discount rates | 20.00% |
Fair value measurements - Roll-
Fair value measurements - Roll-Forward of Fair Value of the Company's Contingent Consideration Obligations (Detail) - Significant unobservable inputs (Level 3) [Member] - Contingent consideration obligations [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 7,756 | $ 8,665 |
Changes in fair value | (525) | 4,091 |
Payments | (5,000) | (5,000) |
Ending balance | $ 2,231 | $ 7,756 |
Property, plant and equipment45
Property, plant and equipment, net - Summary of Property, Plant and Equipment Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 215,455 | $ 169,399 |
Less accumulated depreciation and amortization | (15,849) | (12,444) |
Property, plant and equipment, net | 199,606 | 156,955 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 1,210 | |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 5,134 | 1,655 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 164,414 | |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 4,478 | 1,427 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 24,914 | 16,305 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | 116 | 13,697 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Total property, plant and equipment | $ 15,189 | $ 136,315 |
Property, plant and equipment46
Property, plant and equipment, net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 215,455 | $ 169,399 | |
Depreciation and amortization expense | 9,800 | 5,900 | $ 3,700 |
Construction In Progress North Carolina Manufacturing Facility [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 12,900 | ||
60 Binney Street [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 164,400 | ||
Construction cost incurred by landlord | $ 156,000 | ||
Construction In Progress 60 Binney Street [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 126,900 |
Restricted cash - Additional In
Restricted cash - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Letter of Credit [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash balance | $ 14.4 | |
60 Binney Street Lease [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Decrease in restricted cash balance, year three | $ 1.5 | |
Decrease in restricted cash balance, year four | 1.5 | |
Decrease in restricted cash balance, year five | 1.5 | |
60 Binney Street Lease [Member] | Letter of Credit [Member] | ||
Restricted Cash And Cash Equivalents Items [Line Items] | ||
Restricted cash balance | $ 13.8 |
Accrued expenses and other cu48
Accrued expenses and other current liabilities - Summary of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Employee compensation | $ 19,657 | $ 11,296 |
Accrued goods and services | 29,533 | 34,275 |
Accrued license and milestone fees | 4,584 | 2,464 |
Accrued professional fees | 1,402 | 1,492 |
Financing lease obligation, current portion | 1,051 | |
Contingent consideration, current portion | 4,479 | |
Other | 838 | 654 |
Total accrued expenses and other current liabilities | $ 57,065 | $ 54,660 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Detail) € in Millions | Dec. 31, 2016USD ($) | Nov. 18, 2016EUR (€) | Jun. 03, 2016USD ($) | Sep. 21, 2015USD ($)ft²$ / ft² | Jun. 29, 2015USD ($)ft² | Dec. 31, 2014USD ($) | Jun. 03, 2013USD ($)ft² | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016EUR (€) | Sep. 30, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Lease period | 9 years | |||||||||||||
Lease building space | ft² | 43,600 | |||||||||||||
Amendment effective date | 2014-06 | |||||||||||||
Additional lease building space | ft² | 9,900 | |||||||||||||
Lease payments | $ 200,000 | |||||||||||||
Lease term | 2017-04 | |||||||||||||
Increase in monthly lease payments | $ 300,000 | |||||||||||||
Contribution from the landlord towards the initial build-out of the space | $ 7,800,000 | |||||||||||||
Cash-collateralized irrevocable standby letter of credit | $ 600,000 | $ 1,300,000 | $ 600,000 | |||||||||||
Lease starting date | Jun. 3, 2013 | |||||||||||||
Lease termination date | Apr. 12, 2017 | |||||||||||||
Term of agreement | 5 years | |||||||||||||
Renewal period of agreement | 3 years | |||||||||||||
Up-front fee | € | € 3 | |||||||||||||
Up-front fee paid | € | € 2 | |||||||||||||
Up-front fee payable in mid-2018 | € | 1 | |||||||||||||
Annual maintenance and production fees | € | € 9.8 | |||||||||||||
Termination description | The Company may terminate this agreement with six months’ notice and a one-time termination fee prior to July 1, 2018, or twelve months’ notice and a one-time termination fee thereafter. | |||||||||||||
Interest expense related to financing obligation | $ 11,400,000 | |||||||||||||
Rent expense | 9,000,000 | $ 8,300,000 | $ 5,700,000 | |||||||||||
Estimated future payments for contract termination for 2018 | 12,000,000 | |||||||||||||
Estimated future payments for contract termination for 2019 | 12,000,000 | |||||||||||||
Pregenen [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Contingent cash payments | 120,000,000 | 120,000,000 | ||||||||||||
Settlement of contingent consideration liability | $ 5,000,000 | 5,000,000 | ||||||||||||
Pregenen [Member] | Clinical Milestone Payments [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Contingent cash payments | 20,100,000 | 20,100,000 | ||||||||||||
Pregenen [Member] | Commercial Milestones Payments [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Contingent cash payments | $ 99,900,000 | 99,900,000 | ||||||||||||
Building [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Useful life of asset | 40 years | |||||||||||||
Interest expense related to financing obligation | $ 11,400,000 | |||||||||||||
Financing obligation, principal payments | 600,000 | |||||||||||||
Land [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Rent expense | 1,900,000 | 1,900,000 | $ 500,000 | |||||||||||
150 Second Street [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Tenant improvement assets disposed | $ 8,300,000 | 8,300,000 | ||||||||||||
Non-current deferred rent disposed | 8,000,000 | 8,000,000 | ||||||||||||
Loss of tenant improvement assets disposed | $ 300,000 | |||||||||||||
Lease starting on July 13, 2015 [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Lease period | 60 months | |||||||||||||
Lease building space | ft² | 15,120 | |||||||||||||
Lease payments | $ 500,000 | |||||||||||||
Lease starting date | Jul. 13, 2015 | |||||||||||||
Early termination lease term | 20 months | |||||||||||||
Operating lease description | Under the terms of the lease, the Company leased approximately 15,120 square feet starting on July 13, 2015 for $0.5 million per year in base rent, which was subject to a 3% annual rent increase plus certain operating expenses and taxes. | |||||||||||||
Operating lease, rent increase percentage | 3.00% | |||||||||||||
Lease starting on January 1, 2016 [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Lease building space | ft² | 8,075 | |||||||||||||
Lease payments | $ 300,000 | |||||||||||||
Lease starting date | Jan. 1, 2016 | |||||||||||||
Operating lease description | Under the terms of the lease, the Company also leased an additional 8,075 square feet of office space in the same premises starting on January 1, 2016 for an additional $0.3 million per year in base rent, which was subject to a 3% annual rent increase plus certain operating expenses and taxes. The Company terminated this lease effective April 12, 2017. | |||||||||||||
Operating lease, rent increase percentage | 3.00% | |||||||||||||
Strategic manufacturing agreement [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Lease period | 12 years | |||||||||||||
Lease payments | $ 5,100,000 | |||||||||||||
Early termination lease term | 24 months | |||||||||||||
Amount payable upon achievement of certain contractual milestones | $ 12,500,000 | |||||||||||||
Estimated year of construction completion | 2,018 | |||||||||||||
Milestone payments made | $ 2,500,000 | $ 3,000,000 | $ 5,000,000 | |||||||||||
Agreement termination description | The Company may terminate this agreement any time after upon payment of a one-time termination fee and up to 24 months of fixed suite and labor fees. | |||||||||||||
Strategic manufacturing agreement [Member] | Maximum [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Additional contractual payables to milestones | $ 8,000,000 | |||||||||||||
Lease starting on October 1, 2016 [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Lease building space | ft² | 253,108 | |||||||||||||
Contribution from the landlord towards the initial build-out of the space | $ 42,400,000 | |||||||||||||
Cash-collateralized irrevocable standby letter of credit | $ 9,200,000 | |||||||||||||
Lease starting date | Oct. 1, 2016 | |||||||||||||
Lease payments base annual rent | $ 18,400,000 | |||||||||||||
Capital lease description | Under the terms of the 60 Binney Street Lease, starting on October 1, 2016, the Company leases approximately 253,108 square feet of office and laboratory space at $72.50 per square foot per year, or $18.4 million per year in base rent, which is subject to scheduled annual rent increases of 1.75% plus certain operating expenses and taxes. | |||||||||||||
Increase in letter of credit under the terms of the lease | $ 13,800,000 | |||||||||||||
Lease starting on October 1, 2016 [Member] | 60 Binney Street Lease [Member] | ||||||||||||||
Commitments And Contingencies Disclosure [Line Items] | ||||||||||||||
Annual lease rent per square foot | $ / ft² | 72.50 | |||||||||||||
Lease rent increase percentage | 1.75% | |||||||||||||
Lease expiration date | Mar. 31, 2027 | |||||||||||||
Option to extend capital lease | 10 years |
Commitments and contingencies50
Commitments and contingencies - Future Minimum Commitments (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Future Minimum Payments Due [Line Items] | |
2,018 | $ 32,588 |
2,019 | 30,465 |
2,020 | 30,827 |
2,021 | 31,193 |
2,022 | 25,352 |
2023 and thereafter | 116,513 |
Total minimum lease payments | 266,938 |
Other Operating Lease [Member] | |
Future Minimum Payments Due [Line Items] | |
2,018 | 13,941 |
2,019 | 11,491 |
2,020 | 11,521 |
2,021 | 11,551 |
2,022 | 5,365 |
2023 and thereafter | 27,625 |
Total minimum lease payments | 81,494 |
60 Binney Street Lease [Member] | |
Future Minimum Payments Due [Line Items] | |
2,018 | 18,647 |
2,019 | 18,974 |
2,020 | 19,306 |
2,021 | 19,642 |
2,022 | 19,987 |
2023 and thereafter | 88,888 |
Total minimum lease payments | $ 185,444 |
Commitments and contingencies51
Commitments and contingencies - Future Minimum Commitments (Parenthetical) (Detail) | Dec. 31, 2017OperatingLease |
Other Operating Lease [Member] | |
Future Minimum Payments Due [Line Items] | |
Number of embedded operating leases at contract manufacturing organizations | 2 |
Common stock and preferred st52
Common stock and preferred stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 15, 2017 | Jun. 27, 2017 | Jan. 31, 2018 | Dec. 31, 2016 | Jun. 30, 2015 | Dec. 31, 2017 |
Schedule Of Capitalization [Line Items] | ||||||
Common stock, shares authorized | 125,000,000 | 125,000,000 | ||||
Common stock voting rights | Common stock are entitled to one vote per share | |||||
Shares of common stock issued | 40,691,000 | 49,406,011 | ||||
Shares of common stock outstanding | 40,691,000 | 49,406,011 | ||||
Number of shares issued in public offering | 3,243,244 | 4,381,500 | 3,289,473 | 2,941,176 | ||
Proceeds from public offering of common stock, net of issuance costs | $ 569.8 | $ 436.8 | $ 234.7 | $ 477.2 | ||
Shares Issued, price per share | $ 185 | $ 105 | $ 76 | $ 170 | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Shares of preferred stock issued | 0 | 0 | ||||
Shares of preferred stock outstanding | 0 | 0 | ||||
Subsequent Event [Member] | ||||||
Schedule Of Capitalization [Line Items] | ||||||
Number of shares issued in public offering | 277,109 | |||||
Proceeds from public offering of common stock, net of issuance costs | $ 48.6 | |||||
Shares Issued, price per share | $ 185 | |||||
Overallotment Option [Member] | ||||||
Schedule Of Capitalization [Line Items] | ||||||
Number of shares issued in public offering | 571,500 |
Common stock and preferred st53
Common stock and preferred stock - Summary of Future Issuance of Common Stock Shares (Detail) - shares shares in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 5,970 | 5,433 |
Options to Purchase Common Stock [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 3,755 | 3,735 |
Restricted Stock Units [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 477 | 263 |
2013 Employee Stock Purchase Plan [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 188 | 209 |
2013 Stock Option and Incentive Plan [Member] | ||
Schedule Of Capitalization [Line Items] | ||
Common shares reserved for future issuance | 1,550 | 1,226 |
Significant agreements - Additi
Significant agreements - Additional Information (Detail) | Apr. 28, 2017USD ($)Deliverables | Apr. 26, 2017USD ($)Deliverables | Jun. 03, 2015USD ($)Deliverables | Mar. 19, 2013USD ($) | Aug. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 28, 2017USD ($) | Feb. 17, 2016USD ($) | Feb. 16, 2016USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | $ 22,207,000 | $ 6,155,000 | $ 14,079,000 | ||||||||
Research and development | 273,040,000 | 204,775,000 | $ 134,038,000 | ||||||||
Deferred revenue, net of current portion | 21,763,000 | 40,204,000 | |||||||||
Celgene Corporation [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Term of collaboration agreement | 3 years | ||||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Number of deliverable | Deliverables | 3 | ||||||||||
Consideration allocated to agreement | $ 109,000,000 | ||||||||||
Deferred revenue recognition period | 3 years | ||||||||||
Percentage of revenue related to worldwide development cost | 67.50% | ||||||||||
Percentage of worldwide development costs for responsible collaborator | 100.00% | ||||||||||
Deferred revenue | $ 47,400,000 | 46,400,000 | |||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | Research and Development Services [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue recognized | $ 6,200,000 | 6,200,000 | |||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | First Product Candidates [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 10,000,000 | ||||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | Additional Product Candidates [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 15,000,000 | ||||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | Co-Develop and Co-Promote Options not Exercise [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Percentage of revenue related to worldwide development cost | 32.50% | ||||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | Option Fee [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 10,000,000 | ||||||||||
Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | Delivered Elements [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration agreement, cash payment received | 20,000,000 | ||||||||||
Consideration allocated to agreement | 17,300,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue | 32,600,000 | ||||||||||
Deferred revenue, net of current portion | 9,800,000 | ||||||||||
Cost reimbursement receivable for product development costs incurred | 4,600,000 | 0 | |||||||||
Celgene Corporation [Member] | bb2121 License Agreement [Member] | First Product Candidates [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement [Member] | Clinical Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement [Member] | Regulatory Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 117,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement [Member] | Commercial Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 78,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement [Member] | Co-Develop and Co-Promote Options not Exercise [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement, Co-promotion and Development [Member] | Clinical Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement, Co-promotion and Development [Member] | Regulatory Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 54,000,000 | ||||||||||
Celgene Corporation [Member] | bb2121 License Agreement, Co-promotion and Development [Member] | Commercial Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 36,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 15,000,000 | ||||||||||
Consideration allocated to agreement | $ 41,700,000 | ||||||||||
Deferred revenue recognition period | 2 years | ||||||||||
Deferred revenue | $ 14,800,000 | ||||||||||
Deferred revenue, net of current portion | 12,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Research and Development Services [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue recognized | 700,000 | 0 | |||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | License and Manufacturing Services [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue recognized | 0 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Clinical Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Regulatory Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 117,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Commercial Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 78,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Co-Develop and Co-Promote Options not Exercise [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Option Fee [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration agreement, cash payment received | 15,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement [Member] | Research and Development Services [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Consideration allocated to agreement | 5,400,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement, Co-promotion and Development [Member] | Clinical Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 10,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement, Co-promotion and Development [Member] | Regulatory Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 54,000,000 | ||||||||||
Celgene Corporation [Member] | bb21217 License Agreement, Co-promotion and Development [Member] | Commercial Milestones Payments [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | 36,000,000 | ||||||||||
Novartis Pharma AG [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | $ 7,500,000 | ||||||||||
License agreement upfront payment | $ 7,500,000 | ||||||||||
Number of deliverables identified at the date of contract inception | Deliverables | 1 | ||||||||||
Revenue recognized upon achievement of a related milestone | $ 2,500,000 | ||||||||||
License revenue | 10,000,000 | ||||||||||
Royalty revenue | 100,000 | ||||||||||
Cost of license revenue | 1,400,000 | ||||||||||
Novartis Pharma AG [Member] | Regulatory Milestones Payments [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 7,500,000 | ||||||||||
Novartis Pharma AG [Member] | Each Subsequently Licensed Product [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 1,100,000 | ||||||||||
GlaxoSmithKline Intellectual Property Development Limited [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
License agreement upfront payment | $ 3,000,000 | ||||||||||
Number of deliverables identified at the date of contract inception | Deliverables | 1 | ||||||||||
License revenue | 3,000,000 | ||||||||||
Cost of license revenue | 100,000 | ||||||||||
GlaxoSmithKline Intellectual Property Development Limited [Member] | Potential Milestones Payments [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Amount per product eligible to be received upon achievement of specified event | $ 1,300,000 | ||||||||||
Up-front Payment Arrangement [Member] | Celgene Corporation [Member] | Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration agreement, cash payment received | $ 75,000,000 | ||||||||||
Up-front Payment Arrangement [Member] | Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration agreement, cash payment received | $ 25,000,000 | 25,000,000 | |||||||||
Manufacturing Services [Member] | Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Consideration allocated to agreement | 54,100,000 | ||||||||||
Manufacturing Services [Member] | Celgene Corporation [Member] | bb21217 License Agreement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Consideration allocated to agreement | 26,700,000 | ||||||||||
Rest of World License and Vector Manufacturing Services [Member] | Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 10,400,000 | ||||||||||
U.S. License and Vector Manufacturing Services [Member] | Celgene Corporation [Member] | Amended Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 4,900,000 | $ 0 | |||||||||
Gross collaboration revenue | 10,500,000 | ||||||||||
Cost reimbursement | 5,600,000 | ||||||||||
Research and development | $ 3,000,000 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - Pregenen [Member] - USD ($) $ in Millions | Jun. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||||
Gene editing platform expected useful life | 8 years | |||
Amortization expense | $ 3.8 | $ 3.8 | $ 3.8 | |
Accumulated Amortization | $ 13.2 | $ 9.4 | ||
Amortization of intangible assets remaining useful life | 4 years 6 months |
Stock-based compensation - Addi
Stock-based compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2018 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 24, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increased number of issuance of awards under the 2013 Plan | 1,600,000 | |||||
Number of shares available for issuance | 1,600,000 | |||||
Stock-based compensation expense | $ 53,282 | $ 39,756 | $ 41,120 | |||
Weighted average grant date fair value of options granted | $ 62.03 | $ 34.22 | $ 74.65 | |||
Intrinsic value of stock options exercised | $ 91,000 | $ 15,300 | $ 147,900 | |||
Research And Development Expense [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 26,633 | 19,690 | 24,854 | |||
Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 42,262 | 33,966 | 37,536 | |||
Unrecognized stock- based compensation expense related to unvested stock options, restricted stock awards and employee stock purchase plan | $ 94,500 | |||||
Expected weighted-average period related to unvested stock options, restricted stock awards and employee stock purchase plan | 2 years 7 months 6 days | |||||
Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 10,495 | 5,374 | 3,325 | |||
Unrecognized stock- based compensation expense related to unvested stock options, restricted stock awards and employee stock purchase plan | $ 31,100 | |||||
Expected weighted-average period related to unvested stock options, restricted stock awards and employee stock purchase plan | 2 years 10 months 24 days | |||||
Intrinsic value of restricted stock units vested | $ 8,100 | 5,300 | 10,400 | |||
Employee Stock Purchase Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares reserved for future issuance | 238,000 | |||||
Stock-based compensation expense | $ 525 | $ 416 | 259 | |||
Unrecognized stock- based compensation expense related to unvested stock options, restricted stock awards and employee stock purchase plan | $ 100 | |||||
Expected weighted-average period related to unvested stock options, restricted stock awards and employee stock purchase plan | 1 month 6 days | |||||
Shares of common stock issued under plan | 20,773 | 18,338 | ||||
Non Employee Stock Option [Member] | Research And Development Expense [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Incremental value on option valuation | $ 10,300 | |||||
Subsequent Event [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increased number of issuance of awards under the 2013 Plan | 2,000,000 | |||||
2013 Stock Option and Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common shares reserved for future issuance | 955,000 | |||||
2013 Stock Option and Incentive Plan [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of automatic increase in shares reserved and available for issuance determined based on shares outstanding | 4.00% |
Stock-based compensation - Summ
Stock-based compensation - Summary of Stock-Based Compensation Expense by Award Type (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 53,282 | $ 39,756 | $ 41,120 |
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 42,262 | 33,966 | 37,536 |
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 10,495 | 5,374 | 3,325 |
Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 525 | $ 416 | $ 259 |
Stock-based compensation - Sche
Stock-based compensation - Schedule of Stock-Based Compensation Expense by Classification (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 53,282 | $ 39,756 | $ 41,120 |
Research And Development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 26,633 | 19,690 | 24,854 |
General And Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 26,649 | $ 20,066 | $ 16,266 |
Stock-based compensation - Assu
Stock-based compensation - Assumptions Used for the Black-Scholes Option-Pricing Model to Determine the Per Share Weighted Average Fair Value for Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected volatility | 78.10% | 74.30% | 72.60% |
Expected term (in years) | 6 years | 6 years | 5 years 10 months 24 days |
Risk-free interest rate | 2.10% | 1.50% | 1.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based compensation - Su60
Stock-based compensation - Summary of Stock Option Activity Under Plan (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)$ / sharesshares | ||
Shares | ||
Outstanding at beginning of period | shares | 3,735 | |
Granted | shares | 1,206 | |
Exercised | shares | (982) | |
Canceled or forfeited | shares | (204) | |
Outstanding at end of period | shares | 3,755 | |
Exercisable at end of period | shares | 1,834 | |
Vested and expected to vest at end of period | shares | 3,755 | |
Weighted-average exercise price per share | ||
Outstanding at beginning of period | $ / shares | $ 52.17 | |
Granted | $ / shares | 90.95 | |
Exercised | $ / shares | 32.39 | |
Canceled or forfeited | $ / shares | 86.84 | |
Outstanding at end of period | $ / shares | 67.91 | |
Exercisable at end of period | $ / shares | 50.60 | |
Vested and expected to vest at end of period | $ / shares | $ 67.91 | |
Outstanding at December 31, 2017 | 7 years 6 months | |
Exercisable at December 31, 2017 | 6 years 4 months 24 days | |
Vested and expected to vest at December 31, 2017 | 7 years 6 months | |
Aggregate intrinsic value | ||
Outstanding at end of period | $ | $ 414,169 | [1] |
Exercisable at end of period | $ | 234,190 | [1] |
Vested and expected to vest at end of period | $ | $ 414,169 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the common stock for the options that were in the money at December 31, 2017. |
Stock-based compensation - Su61
Stock-based compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units [Member] shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Shares | |
Unvested balance at beginning of period | shares | 263 |
Granted | shares | 332 |
Vested | shares | (87) |
Forfeited | shares | (31) |
Unvested balance at end of period | shares | 477 |
Weighted-average grant date fair value | |
Unvested balance at beginning of period | $ / shares | $ 63.07 |
Granted | $ / shares | 91.15 |
Vested | $ / shares | 72.91 |
Forfeited | $ / shares | 64.52 |
Unvested balance at end of period | $ / shares | $ 80.72 |
401(k) Savings plan - Additiona
401(k) Savings plan - Additional Information (Detail) - 401 (k) [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Feb. 21, 2018 | Feb. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||||
Contributions to the 401(k) Plan | $ 1 | ||||
Expenses related to 401(k) Plan | $ 1.5 | $ 1 | $ 0.6 | ||
Subsequent Event [Member] | |||||
Defined Contribution Plan Disclosure [Line Items] | |||||
Contributions to the 401(k) Plan | $ 1.5 |
Income taxes - Schedule of Comp
Income taxes - Schedule of Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (266,236) | $ (210,188) | $ (162,287) |
Foreign | (69,197) | (53,931) | (4,436) |
Loss before income taxes | $ (335,433) | $ (264,119) | $ (166,723) |
Income taxes - Summary of Provi
Income taxes - Summary of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
State | $ 115 | ||
Foreign | 95 | $ 60 | |
Deferred: | |||
Federal | $ (588) | ||
State | (24) | ||
Total income tax expense (benefit) | $ 210 | $ (612) | $ 60 |
Income taxes - Reconciliation o
Income taxes - Reconciliation of Income Tax Provision (Benefit) Computed at the Statutory Federal Income Tax Rate to Effective Income Tax Rate (Benefit) Provision as Reflected in the Financial Statements (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax expense at statutory rate | 34.00% | 34.00% | 34.00% |
State income tax, net of federal benefit | 4.30% | 3.30% | 4.20% |
Permanent differences | 2.70% | (5.30%) | (6.40%) |
Research and development credit | 12.80% | 15.00% | 14.60% |
Foreign differential | (6.90%) | (7.00%) | (1.00%) |
Federal tax rate change | (31.60%) | 0.00% | 0.00% |
Other | (0.80%) | 0.00% | (0.50%) |
Change in valuation allowance | (14.60%) | (39.90%) | (44.90%) |
Effective income tax rate (benefit) | (0.10%) | 0.10% | 0.00% |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components Of Income Tax Expense Benefit [Line Items] | ||||
Income tax (expense) benefit | $ (210) | $ 612 | $ (60) | |
Effective income tax rate benefit | (0.10%) | 0.10% | 0.00% | |
Approximately valuation allowance increased | $ 126,900 | |||
Cumulative-effect adjustment to retained earnings | $ 194,160 | $ 106,064 | ||
U.S. corporate income tax rate | 34.00% | 34.00% | 34.00% | |
Provisional amount for reduction in deferred tax asset value and associated valuation allowance | $ 106,000 | |||
Scenario, Forecast [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
U.S. corporate income tax rate | 21.00% | |||
Earlier Tax Year [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Federal, state and foreign income tax returns | Dec. 31, 2014 | |||
Latest Tax Year [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Federal, state and foreign income tax returns | Dec. 31, 2016 | |||
ASU 2016-09 [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Cumulative-effect adjustment to retained earnings | $ 76,700 | |||
Research Tax Credit Carryforward [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Limitations on use of net operating losses and tax credit carryforwards, percentage | 50.00% | |||
Limitations on use of net operating losses and tax credit carryforwards, period | 3 years | |||
Significant accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 | |
Interest or penalties Expense related to uncertain tax positions | 0 | 0 | 0 | |
U.S. [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 716,100 | $ 466,800 | $ 347,500 | |
Operating loss carryforwards expiration year | 2,037 | 2,037 | 2,037 | |
Credit carryforward expiration year | 2,037 | 2,037 | 2,037 | |
U.S. [Member] | Excess Equity Based Compensation Tax Deductions | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 195,400 | |||
U.S. [Member] | Research Tax Credit Carryforward [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Tax credit carryforward amount | $ 124,100 | 83,200 | $ 44,900 | |
State and Local Jurisdiction [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 692,900 | $ 456,800 | $ 335,000 | |
Operating loss carryforwards expiration year | 2,037 | 2,037 | 2,037 | |
Credit carryforward expiration year | 2,032 | 2,032 | 2,032 | |
State and Local Jurisdiction [Member] | Excess Equity Based Compensation Tax Deductions | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 195,400 | |||
State and Local Jurisdiction [Member] | Research Tax Credit Carryforward [Member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Tax credit carryforward amount | $ 9,100 | 6,000 | $ 3,800 | |
Foreign Tax Authority [member] | ||||
Components Of Income Tax Expense Benefit [Line Items] | ||||
Operating loss carryforwards | $ 0 | $ 0 | $ 600 |
Income taxes - Components of De
Income taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
U.S. net operating loss carryforwards (federal and state) | $ 194,160 | $ 106,064 |
Tax credit carryforwards (federal and state) | 131,289 | 87,117 |
Capitalized research and development expenses | 241 | 631 |
60 Binney Street lease | 42,025 | 47,191 |
Deferred revenue | 12,795 | 18,231 |
Capitalized license fees | 13,388 | 11,752 |
Accruals and other | 25,781 | 32,172 |
Total deferred tax assets | 419,679 | 303,158 |
Intangible assets | (4,567) | (8,129) |
Fixed assets | (42,062) | (48,902) |
Less valuation allowance | $ (373,050) | $ (246,127) |
Net loss per share - Common Sto
Net loss per share - Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 4,241 | 4,009 | 3,683 |
Outstanding Stock Options [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 3,755 | 3,735 | 3,532 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 477 | 263 | 148 |
ESPP Shares [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted net loss per share | 9 | 11 | 3 |
Selected quarterly financial 69
Selected quarterly financial data - Quarterly Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 4,168 | $ 7,711 | $ 16,716 | $ 6,832 | $ 1,552 | $ 1,552 | $ 1,552 | $ 1,499 | $ 35,427 | $ 6,155 | $ 14,079 |
Total operating expenses | 120,940 | 85,369 | 84,538 | 76,745 | 73,887 | 79,692 | 61,527 | 58,879 | 367,592 | 273,985 | 183,116 |
Loss from operations | (116,772) | (77,658) | (67,822) | (69,913) | (72,335) | (78,140) | (59,975) | (57,380) | (332,165) | (267,830) | (169,037) |
Net loss | $ (117,228) | $ (78,805) | $ (70,898) | $ (68,712) | $ (71,364) | $ (77,025) | $ (58,844) | $ (56,274) | $ (335,643) | $ (263,507) | $ (166,783) |
Net loss per share applicable to common stockholders - basic and diluted | $ (2.52) | $ (1.73) | $ (1.73) | $ (1.68) | $ (1.88) | $ (2.07) | $ (1.59) | $ (1.52) | $ (7.71) | $ (7.07) | $ (4.81) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Dec. 15, 2017 | Jun. 27, 2017 | Jan. 31, 2018 | Dec. 31, 2016 | Jun. 30, 2015 |
Subsequent Event [Line Items] | |||||
Issuance of common stock upon public offering, net of issuance costs, shares | 3,243,244 | 4,381,500 | 3,289,473 | 2,941,176 | |
Shares Issued, price per share | $ 185 | $ 105 | $ 76 | $ 170 | |
Proceeds from public offering of common stock, net of issuance costs | $ 569.8 | $ 436.8 | $ 234.7 | $ 477.2 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Issuance of common stock upon public offering, net of issuance costs, shares | 277,109 | ||||
Shares Issued, price per share | $ 185 | ||||
Proceeds from public offering of common stock, net of issuance costs | $ 48.6 |