Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 05, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OMED | ||
Entity Registrant Name | OncoMed Pharmaceuticals Inc | ||
Entity Central Index Key | 1,302,573 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 38,690,089 | ||
Entity Public Float | $ 74,821,990 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 9,686 | $ 13,277 |
Short-term investments | 47,659 | 89,814 |
Accounts receivable and other receivables | 3,026 | 405 |
Prepaid and other current assets | 1,913 | 1,709 |
Assets held for sale | 1,443 | |
Total current assets | 63,727 | 105,205 |
Property and equipment, net | 623 | 3,275 |
Other assets | 728 | 1,842 |
Total assets | 65,078 | 110,322 |
Current liabilities: | ||
Accounts payable | 1,787 | 2,565 |
Accrued liabilities | 4,368 | 3,940 |
Accrued clinical liabilities | 2,736 | 4,434 |
Current portion of deferred revenue | 3,697 | 82,193 |
Current portion of deferred rent | 56 | |
Total current liabilities | 12,644 | 93,132 |
Deferred revenue, less current portion | 61,645 | |
Deferred rent, less current potion | 4,103 | 3,765 |
Noncurrent income tax payable | 383 | |
Other liabilities | 100 | |
Total liabilities | 16,847 | 158,925 |
Commitments and contingencies (Note 7) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2018 and 2017; no shares issued and outstanding at December 31, 2018 and 2017 | ||
Common stock, $0.001 par value; 145,000,000 shares authorized at December 31, 2018 and 2017; 38,660,146 and 38,212,505 shares issued and outstanding at December 31, 2018 and 2017, respectively | 38 | 38 |
Additional paid-in capital | 410,008 | 403,077 |
Accumulated other comprehensive (loss) income | (29) | 289 |
Accumulated deficit | (361,786) | (452,007) |
Total stockholders’ equity (deficit) | 48,231 | (48,603) |
Total liabilities and stockholders’ equity (deficit) | $ 65,078 | $ 110,322 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 145,000,000 | 145,000,000 |
Common stock, shares issued | 38,660,146 | 38,212,505 |
Common stock, shares outstanding | 38,660,146 | 38,212,505 |
Statements of Operations
Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Revenue | $ 44,421 | $ 38,154 | $ 25,153 |
Operating expenses: | |||
Research and development | 34,443 | 59,839 | 109,713 |
General and administrative | 18,172 | 16,761 | 18,827 |
Restructuring charges | 1,851 | 2,527 | |
Total operating expenses | 54,466 | 79,127 | 128,540 |
Loss from operations | (10,045) | (40,973) | (103,387) |
Interest and other income, net | 1,562 | 828 | 299 |
Loss before income taxes | (8,483) | (40,145) | (103,088) |
Income tax provision (benefit) | (382) | (1,083) | 14 |
Net loss | $ (8,101) | $ (39,062) | $ (103,102) |
Net loss per common share, basic and diluted | $ (0.21) | $ (1.04) | $ (3.14) |
Shares used to compute net loss per common share, basic and diluted | 38,442,994 | 37,631,348 | 32,859,554 |
Collaboration Revenue [Member] | |||
Revenue: | |||
Revenue | $ 44,421 | $ 36,016 | $ 21,277 |
Other Revenue [Member] | |||
Revenue: | |||
Revenue | $ 2,138 | $ 3,876 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (8,101) | $ (39,062) | $ (103,102) |
Other comprehensive income (loss): | |||
Unrealized gain (loss) on available-for-sale securities, net of tax | (318) | 29 | 240 |
Total comprehensive loss | $ (8,419) | $ (39,033) | $ (102,862) |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Public Offering [Member] | At-the-Market Offering [Member] | Common Stock [Member] | Common Stock [Member]Public Offering [Member] | Common Stock [Member]At-the-Market Offering [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Public Offering [Member] | Additional Paid-In Capital [Member]At-the-Market Offering [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2015 | $ 3,551 | $ 30 | $ 313,344 | $ 20 | $ (309,843) | ||||||
Beginning balance, shares at Dec. 31, 2015 | 30,116,633 | ||||||||||
Issuance of common stock, net of offering costs | $ 59,170 | $ 4,739 | $ 7 | $ 59,163 | $ 4,739 | ||||||
Issuance of common stock, net of offering costs, shares | 6,325,000 | 388,166 | |||||||||
Issuance of common stock related to stock incentive plans | 1,243 | 1,243 | |||||||||
Issuance of common stock related to stock incentive plans, shares | 284,790 | ||||||||||
Stock-based compensation | 11,131 | 11,131 | |||||||||
Net unrealized gain (loss) on available-for-sale securities | 240 | 240 | |||||||||
Net loss | (103,102) | (103,102) | |||||||||
Ending balance at Dec. 31, 2016 | (23,028) | $ 37 | 389,620 | 260 | (412,945) | ||||||
Ending balance, shares at Dec. 31, 2016 | 37,114,589 | ||||||||||
Issuance of common stock, net of offering costs | $ 1,701 | $ 1,701 | |||||||||
Issuance of common stock, net of offering costs, shares | 355,821 | ||||||||||
Issuance of common stock related to stock incentive plans | 2,343 | $ 1 | 2,342 | ||||||||
Issuance of common stock related to stock incentive plans, shares | 742,095 | ||||||||||
Stock-based compensation | 9,414 | 9,414 | |||||||||
Net unrealized gain (loss) on available-for-sale securities | 29 | 29 | |||||||||
Net loss | (39,062) | (39,062) | |||||||||
Ending balance at Dec. 31, 2017 | (48,603) | $ 38 | 403,077 | 289 | (452,007) | ||||||
Ending balance, shares at Dec. 31, 2017 | 38,212,505 | ||||||||||
Adoption of ASU 2014-09,Revenue from Contracts with Customers (Topic 606) | ASU 2014-09 [Member] | 98,322 | 98,322 | |||||||||
Issuance of common stock related to stock incentive plans | 89 | 89 | |||||||||
Issuance of common stock related to stock incentive plans, shares | 447,641 | ||||||||||
Stock-based compensation | 6,842 | 6,842 | |||||||||
Net unrealized gain (loss) on available-for-sale securities | (318) | (318) | |||||||||
Net loss | (8,101) | (8,101) | |||||||||
Ending balance at Dec. 31, 2018 | $ 48,231 | $ 38 | $ 410,008 | $ (29) | $ (361,786) | ||||||
Ending balance, shares at Dec. 31, 2018 | 38,660,146 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net loss | $ (8,101) | $ (39,062) | $ (103,102) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,691 | 1,710 | 1,764 |
Stock-based compensation | 6,842 | 9,414 | 11,131 |
Changes in operating assets and liabilities: | |||
Accounts receivable and other receivables | (19) | 2,110 | 68,184 |
Income tax refund receivable | (1,098) | ||
Prepaid and other current assets | (204) | 786 | 782 |
Other assets | 1,114 | 684 | 379 |
Accounts payable | (778) | (2,325) | (1,770) |
Accrued liabilities, income tax payable and other liabilities | 318 | (4,572) | (3,115) |
Accrued clinical liabilities | (1,698) | (17,420) | 9,633 |
Deferred revenue | (44,421) | (36,045) | (21,272) |
Deferred rent | 394 | 848 | 450 |
Net cash used in operating activities | (44,862) | (84,970) | (36,936) |
Investing activities | |||
Purchases of property and equipment | (655) | (585) | (1,158) |
Purchases of short-term investments | (82,305) | (127,376) | (207,283) |
Maturities of short-term investments | 124,142 | 185,211 | 178,738 |
Net cash provided by (used in) investing activities | 41,182 | 57,250 | (29,703) |
Financing activities | |||
Proceeds from issuance of common stock related to the exercise of options and employee stock plan purchases | 89 | 2,343 | 1,239 |
Net cash provided by financing activities | 89 | 4,044 | 65,148 |
Net decrease in cash and cash equivalents | (3,591) | (23,676) | (1,491) |
Cash and cash equivalents at beginning of year | 13,277 | 36,953 | 38,444 |
Cash and cash equivalents at end of year | $ 9,686 | 13,277 | 36,953 |
Supplemental cash flow information: | |||
Accrued liabilities for purchase of property and equipment | 173 | 244 | |
At-the-Market Offering [Member] | |||
Financing activities | |||
Net proceeds from issuance of common stock | $ 1,701 | 4,739 | |
Public Offering [Member] | |||
Financing activities | |||
Net proceeds from issuance of common stock | $ 59,170 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization | 1. Organization OncoMed Pharmaceuticals, Inc. (“OncoMed”, the “Company”, “us”, “we”, or “our”) is a clinical-stage biopharmaceutical company focused on developing novel therapeutics that address the fundamental biology driving cancer’s growth, resistance, recurrence and metastasis. The Company currently has two therapeutic candidates in active clinical development targeting pathways regulating cancer, including cancer stem cell, or CSC, pathways or immuno-oncology. The Company’s operations are based in Redwood City, California and it operates in one segment. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, preclinical study and clinical trial accruals, fair value of assets and liabilities, stock-based compensation, restructuring charges and income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results may differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash and cash equivalents. Short-Term Investments Short-term investments consist of debt securities classified as available-for-sale and have maturities greater than 90 days, but less than 365 days from the date of acquisition. Short-term investments are carried at fair value based upon quoted market prices. Unrealized gains and losses on available-for-sale securities are excluded from earnings and were reported as a component of accumulated other comprehensive income. The cost of available-for-sale securities sold is based on the specific-identification method. Other Comprehensive (Loss) Income Other comprehensive (loss) income includes certain changes in equity from non-owner sources that are excluded from net loss, specifically, unrealized gains and losses on available-for-sale investments and the related tax impact. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and short-term investments. Cash and short-term investments are invested through banks and other financial institutions in the United States. Such deposits may be in excess of insured limits. The Company maintains cash and investments with various high credit quality and capitalized financial institutions. Property and Equipment recognized Property and Equipment , net to the Notes to Financial Statements. Impairment of Long-Lived Assets The carrying value of long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. An impairment loss is recognized when the total of estimated future undiscounted cash flows, expected to result from the use of the asset and its eventual disposition, are less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2018, there have been no such impairment losses. Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method. Under this method, the Company recorded a cumulative adjustment to the opening balance of accumulated deficit and to deferred revenue. Under Topic 606, the Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once a contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company evaluated its existing contracts and only applied Topic 606 to those contracts that were not completed at January 1, 2018. As a result of this evaluation, the Company determined that only its collaboration with Celgene Corporation (“Celgene”) is within the scope of Topic 606. The terms of this arrangement include payment to the Company of a non-refundable, upfront fee; potential development, regulatory and sales milestones; program opt-in payments; and royalties on net product sales. Each of these payments results in collaboration revenue, except for revenues from royalties on net product sales, which would be classified as royalty revenues. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its collaboration agreement with Celgene, the Company applies the five-step model. As part of the accounting for this arrangement, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company also must develop assumptions that require judgment in determining the measure of progress used to recognize revenue. Milestone Payments At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or partner, such as regulatory approvals, are not considered probable of being achieved until those approvals Customer Concentration Customers whose collaboration revenue accounted for 10% or more of total revenues were as follows: Year Ended December 31, 2018 2017 2016 GlaxoSmithKline LLC (“GSK”) — * * Bayer Pharma AG (“Bayer”) — * * Celgene Corporation (“Celgene”) 100% 94% 87% * less than 10% Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation, consulting fees, lab supplies, and facility costs, as well as fees paid to other entities that conduct certain research, development and manufacturing activities on behalf of the Company. Clinical Trial Accruals Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. Nonrefundable advance payments for goods and services that will be used or rendered in future research and development activities, are deferred and recognized as expense in the period that the related goods are delivered or services are performed. Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. For employee stock options, the Company determines the grant date fair value of the awards using the Black-Scholes option-pricing model and generally recognizes the fair value as stock-based compensation expense on a straight-line basis over the vesting period of the respective awards. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For restricted stock, the compensation cost for these awards is based on the closing price of the Company’s common stock on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period. Stock Compensation Leases The Company rents its office space and facilities under cancelable and non-cancelable operating lease agreements and recognizes related rent expense on a straight-line basis over the term of the lease. The Company’s lease agreements contain rent holidays, scheduled rent increases, lease incentives and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Lease incentives are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. The Company does not assume renewals in its determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company begins recognizing rent expense on the date that the Company obtains the legal right to use and control the leased space. The Company entered into a sublease agreement during the fourth quarter of 2018. The Company records sublease income as a reduction of rent expense. Restructuring Charges Restructuring charges consist of severance, other one-time benefits and other employee related charges. Liabilities for costs associated with a restructuring activity are measured at fair value and are recognized when the liability is incurred. One-time termination benefits are expensed at the date the Company notifies the employee, unless the employee will continue to provide future services, in which case the benefits are expensed ratably over the future service period. The Company continually evaluates the adequacy of the remaining liabilities under its restructuring initiatives. Although the Company believes that these estimates accurately reflect the costs of the Company’s restructuring plan, actual results may differ and thereby require the Company to record an additional provision or reverse a portion of such a provision. Income Taxes The Company accounts for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, potentially dilutive securities consisting of stock options and restricted stock units are considered to be common stock equivalents and were excluded in the calculation of diluted net loss per common share because their effect would be anti-dilutive for all periods presented. Newly Adopted and Recent Accounting Pronouncements Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued a comprehensive new standard on revenue from contracts with customers, ASU No. 2014-09, Revenue from Contracts with Customers, or Topic 606. The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. In 2016, the FASB updated the guidance for reporting revenue gross versus net to improve the implementation guidance on principal versus agent considerations, and for identifying performance obligations and the accounting of intellectual property licenses. In addition, the FASB introduced practical expedients and made narrow scope improvements to the new accounting guidance. Collaboration with Celgene The Company adopted the accounting standard update on January 1, 2018 using the modified retrospective approach, for its collaboration agreement with Celgene. Therefore, comparative historical information will not be adjusted and will continue to be reported under ASC 605 with the impact of the transition reflected in the opening balance of accumulated deficit as of January 1, 2018. The consideration the Company is eligible to receive under this agreement includes upfront payments, milestone payments and program opt-in payments. The new revenue recognition standard differs from ASC 605 in many respects, such as in the accounting for variable consideration and the measurement of progress toward completion of performance obligations. The most significant impact of the standard relates to the Company’s method of revenue recognition for performance obligations that are delivered over time. Under the new standard, milestone payments are included in the transaction price as variable consideration, subject to a constraint, and are allocated to the performance obligations in the contract when recognized. Through December 31, 2017, the Company also The Company’s deferred revenue associated with its Celgene collaboration agreement as of December 31, 2017 under Topic 605 was As a result of adopting Topic 606, the Company recorded a $98.3 million reduction to its deferred revenue and opening accumulated deficit on January 1, 2018 as a result of the cumulative impact of the change in the recognition of the upfront and milestone payments using the input method (described further in ) under Topic 606, rather than on a ratable basis which was applied in prior periods. Under Topic 606, collaboration revenue under the Company’s collaboration agreement with Celgene from inception of the agreement through January 1, 2018 was $186.2 million and deferred revenue was $45.5 million as of January 1, 2018. At adoption date, the remaining performance obligation under the contract was estimated to be substantially complete by the third quarter of 2019. At December 31, 2018, the Company evaluated the development program status of the remaining product candidate under the collaboration agreement with Celgene, etigilimab, and estimated that the remaining performance obligation under the contract will be completed by the first quarter of 2019. Collaborations with Bayer and GSK As the GSK collaboration was terminated in its entirety on October 28, 2017, this arrangement was outside the scope of Topic 606 as of the adoption date. For the Bayer collaboration, Bayer terminated all biologic therapeutic programs under the collaboration effective June 16, 2017, while the small molecule therapeutics program remained active. Refer to Note 5, “Collaborations,” for further details. The Company has determined that the small molecule therapeutic program remaining as of December 31, 2017 is immaterial in the context of the collaboration agreement relative to the biologics therapeutic programs that was terminated during 2017. The Company’s performance obligations under the small molecule therapeutic program with respect to Bayer were substantially complete at December 31, 2017, and any future receipts in the form of milestones or royalties are contingent upon the achievement of specified development, commercial and/or sales targets. The Company has concluded that there was no transition adjustment to be recognized on January 1, 2018 for these two agreements. Impact of Adoption The following table summarizes (In thousands) Balance at December 31, 2017 Adjustment Balance at January 1, 2018 Balance Sheets: Deferred revenue, current portion $ 82,193 $ (51,299 ) $ 30,894 Deferred revenue, non-current portion 61,645 (47,023 ) 14,622 Accumulated deficit (452,007 ) 98,322 (353,685 ) For the year ended December 31, 2018 (In thousands, except per share data) As reported under Topic 606 Adjustment Balances without the adoption of Topic 606 Statements of Operations: Collaboration revenue $ 44,421 $ 58,321 $ 102,742 Income (loss) from operations (10,045 ) 58,321 48,276 Net income (loss) (8,101 ) 58,321 50,220 Net income (loss) per common shares, basic (0.21 ) 1.52 1.31 Net income (loss) per common shares, diluted (0.21 ) 1.51 1.30 Contract Balances Upfront payments and fees may be required to be recorded as deferred revenue upon receipt or when due, and recognized in a future period when or as the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. As of December 31, 2018, the contract liabilities, which consisted of deferred revenue, decreased by a total of $142.7 million from December 31, 2017, of which $98.3 million was related to the cumulative adjustment to the opening balance of accumulated deficit upon the adoption of Topic 606 on January 1, 2018 and $44.4 million related to revenue recognized for the year ended December 31, 2018. Upon adoption of the standard as of January 1, 2018, ASU No. 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted. This ASU is required to be applied with a modified retrospective approach and requires application of the new standard at the beginning of the earliest comparative period presented. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . In issuing ASU No. 2018-11, the FASB decided to provide another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating our population of leases and are continuing to assess all potential impacts of ASU 2016-02 and ASU 2018-11, but currently believe that the most significant impact relates to the Company’s accounting for office building operating leases. The Company anticipates recognition of additional assets and corresponding liabilities related to leases upon adoption, but have not yet quantified these at this time. The Company will adopt the standard effective January 1, 2019 and plan to utilize the transition method stated in ASU 2018-11. ASU No. 2018-07, Improvement to Nonemployees Share-based Payment Accounting (Topic 718 ) In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation |
Cash and Investments
Cash and Investments | 12 Months Ended |
Dec. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Cash and Investments | 3. Cash and Investments The fair value of securities, not including cash at December 31, 2018 and 2017 were as follows: December 31, 2018 Amortized Gross Unrealized Fair (In thousands) Cost Gains Losses Value Money market funds $ 275 $ — $ — $ 275 U.S. treasury bills 47,688 — (29 ) 47,659 Total $ 47,963 $ — $ (29 ) $ 47,934 Classified as: Cash equivalents $ 275 Short-term investments 47,659 Total $ 47,934 As of December 31, 2018, the Company had a total of $57.3 million in cash, cash equivalents and short-term investments, which includes $9.7 million in cash and cash equivalents and $47.6 million in short-term investments. December 31, 2017 Amortized Gross Unrealized Fair (In thousands) Cost Gains Losses Value Money market funds $ 99 $ — $ — $ 99 U.S. treasury bills 89,525 289 — 89,814 Total $ 89,624 $ 289 $ — $ 89,913 Classified as: Cash equivalents $ 99 Short-term investments 89,814 Total $ 89,913 As of December 31, 2017, the Company had a total of $103.1 million in cash, cash equivalents and short-term investments, which includes $13.3 million in cash and cash equivalents and $89.8 million in and short-term investments. All available-for-sale securities held as of December 31, 2018 had contractual maturities of less than one year. There have been no significant realized gains or losses on available-for-sale securities for the periods presented. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company records its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level 1: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 275 $ — $ — $ 275 U.S. treasury bills — 47,659 — 47,659 Total $ 275 $ 47,659 $ — $ 47,934 December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 99 $ — $ — $ 99 U.S. treasury bills — 89,814 — 89,814 Total $ 99 $ 89,814 $ — $ 89,913 Where quoted prices are available in an active market, securities are classified as Level 1. When quoted market prices are not available for the specific security, then the Company estimates fair value by using benchmark yields, reported trades, broker/dealer quotes, and issuer spreads. The Company classifies U.S. Treasury securities as Level 2. There were no transfers between Level 1 and Level 2 during the periods presented. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, net | 5. Property and Equipment, net Property and equipment, net consist of the following: December 31, (In thousands) 2018 2017 Computer equipment and software $ 1,440 $ 1,935 Furniture and fixtures 415 547 Laboratory equipment — 11,720 Leasehold improvements 9,598 9,250 11,453 23,452 Less accumulated depreciation and amortization (10,830 ) (20,177 ) Property and equipment, net $ 623 $ 3,275 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $1.7 million, $1.7 million and $1.8 million, respectively The Company reviews the estimated useful lives of its property and equipment on an ongoing basis. Effective December 1, 2018, the Company changed its estimated useful life of leasehold improvements and this change has been accounted for as a change in accounting estimate. The remaining carrying amounts of the leasehold improvements as of December 31, 2018 will be amortized prospectively over one year up to December 31, 2019. The change in estimated useful life increased net loss by approximately $26,000, or less than $0.01 per share, as reported in the Statement of Operations for the year ended December 31, 2018. In the fourth quarter of 2018, property and equipment with net book value of $1.4 million qualified as held for sale treatment. Assets held for sale are measured at the lower of their carrying amount or fair value less cost to sell. The property and equipment are not depreciated while classified as held for sale. As of December 31, 2018, assets held for sale were composed mainly of laboratory equipment and were recorded at $1.4 million. Subsequently, in January 2019, the Company sold the property and equipment classified as held for sale for net sale proceeds of approximately $1.4 million. No impairment loss was recorded for such assets held for sale as of December 31, 2018. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 6. Accrued Liabilities Accrued liabilities consist of the following: December 31, (In thousands) 2018 2017 Research and development related $ 988 $ 670 Compensation related 1,809 2,733 Other 1,571 537 Total accrued liabilities $ 4,368 $ 3,940 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Operating Leases The Company leases an office and laboratory facility in Redwood City, California under a lease agreement that was originally set to expire in January 2019 and included a lease extension option for two additional three-year terms. During the fourth quarter of 2016, the Company signed an amendment to the lease agreement to extend the lease term through May 2028 with an option to extend the lease for an additional three-year term. The amendment to the lease agreement includes a 10-year cancelable lease agreement for additional office and laboratory space that expires in May 2028, subject to the Company’s three-year lease extension option described above. The Company exercised its right to terminate the lease agreement for this additional space prior to September 2017. The exercise of such cancelation did not result in an economic penalty to the Company. As of December 31, 2018, future minimum annual rental payments under the Company’s non-cancelable operating lease agreement are as follows (in thousands): Year ending December 31, Operating Leases, net of Sublease Income 2019 $ 776 2020 1,640 2021 2,577 2022 2,667 2023 2,761 2024 and thereafter 13,382 Total minimum payments $ 23,803 Through December 31, 2018, the landlord provided the Company a tenant improvement allowance for a total of $8.0 million for its office and laboratory expansion in prior years and office improvements. The Company recorded the tenant improvement allowance received as leasehold improvements under the property and equipment account and deferred rent liability on the accompanying balance sheets. In October 2018 and January 2019, the Company subleased a specified portion of the Company’s office facility located in Redwood City, California. These subleases have terms of 12 to 24 months and will expire in 2020. The aggregate sublease proceeds of $1.6 million and $0.8 million for the years ending December 31, 2019 and 2020, respectively, are included in the table above. The operating lease agreement contains rent escalation provisions and tenant improvement allowances. The total rent obligation is being expensed ratably over the term of the agreement. Rent expense for year ended December 31, 2018 was $2.3 million, net of sublease income of $0.1 million. Rent expense for years ended December 31 2017 and 2016 was $2.4 million and $1.6 million, respectively. Guarantees and Indemnifications The Company, as permitted under Delaware law and in accordance with its certificate of incorporation and bylaws, and pursuant to indemnification agreements with certain of its officers and directors, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period lasts as long as an officer or director may be subject to any proceeding arising out of acts or omissions of such officer or director in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company currently holds director and officer liability insurance. This insurance limits the Company’s exposure and may enable it to recover a portion of any future amounts paid. The Company believes that the fair value of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to these obligations for any period presented. |
License Agreement
License Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Research And Development [Abstract] | |
License Agreement | 8. License Agreement In 2004, the Company assumed an exclusive, worldwide license agreement with the University of Michigan relating to the use of certain patents and technology relating to its cancer stem cell (“CSC”) technology for which an up-front fee of $10,000 had been paid and the Company issued 7,796 shares of its common stock. Pursuant to the agreement, the Company is obligated to make low single-digit royalty payments to the University of Michigan on net sales of its or its licensees’ products and processes covered under the agreement, pay an annual license maintenance fee, and reimburse the University of Michigan for costs of prosecution and maintenance of the licensed patents which reduces future royalty obligations. With respect to one family of licensed patent applications that does not relate to any of the Company’s lead therapeutic programs, the Company is also required to pay a tiered, single-digit percentage of any sublicense revenues, including any upfront or milestone payments, received from any sublicensees under such family of patents. Once the University of Michigan has received $10.0 million in royalties, the Company may at its option convert the license to a fully paid-up license provided the Company transfers additional shares of nonvoting common stock equal to 0.25% of the fully diluted shares then outstanding to the University of Michigan. The amounts incurred for patent legal costs amounted to $27,000, $32,000 and $69,000 for the years ended December 31, 2018, 2017 and 2016, respectively, all of which has been recorded as general and administrative expense in the statements of operations. |
Collaborations
Collaborations | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborations | 9. Collaborations The Company has entered into three collaboration arrangements, each having multiple deliverables under which the Company received non-refundable upfront payments. For collaborations where the Company has determined that there is a single unit of accounting the Company recognizes revenue related to the upfront payments ratably over its estimated period of performance for each collaboration. Two of these collaboration agreements have since been entirely or substantially terminated. The Company’s prior and current collaboration arrangements include contractual milestones, which relate to the achievement of pre-specified research, development, regulatory and commercialization events. The milestone events contained in the Company’s alliances coincide with the progression of the Company’s product candidates from research and development, to regulatory approval and through to commercialization. The process of successfully discovering a new product candidate, having it selected by the alliance partner for development, having it approved and ultimately sold for a profit is highly uncertain. As such, the milestone payments that the Company may earn from its collaborators involve a significant degree of risk to achieve. Research and development milestones in the Company’s strategic alliances may include the following types of events: • Completion of pre-clinical research and development work leading to selection of product clinical candidates. • Advancement of candidates into clinical development, which may include filing of investigational new drug (“IND”) applications. • Initiation of Phase I, Phase II or Phase III clinical trials. • Achievement of certain scientific or development events. Regulatory milestones may include the following types of events: • Filing of regulatory applications for marketing approval such as a New Drug Application in the United States, or a Marketing Authorization Application in Europe. • Marketing approval in a major market, such as the United States, Europe or Japan. Commercialization milestones may include the following types of events: • Product sales in excess of pre-specified thresholds. Summary of Collaboration Related Revenue The Company has recognized the following revenues from its prior and current collaboration agreements during the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, (In thousands) 2018 2017 2016 Celgene: Recognition of upfront payment $ 44,421 $ 35,588 $ 20,053 Other revenue — 409 1,780 Celgene total 44,421 35,997 21,833 Bayer: Recognition of upfront payments — 278 648 Other revenue — 1,726 1,457 Bayer total — 2,004 2,105 GSK: Recognition of upfront payment — 150 576 Other revenue — 3 639 GSK total — 153 1,215 Total collaboration related revenue $ 44,421 $ 38,154 $ 25,153 Adoption of ASU No. 2014-09 On January 1, 2018, the Company adopted ASU No. 2014-09 using the modified retrospective method. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Topic 605. Celgene Strategic Alliance In December 2013, the Company entered into a Master Research and Collaboration Agreement (the “Agreement”) with Celgene pursuant to which the Company and Celgene were to collaborate on research and development programs directed to the discovery and development of novel biologic therapeutic programs, and, if Celgene exercised its option to do so, the discovery, development and commercialization of novel small molecule therapeutics. The etigilimab program is the last remaining biologic therapeutic program that is currently active under the collaboration agreement with Celgene. Celgene has an option to obtain an exclusive license to develop further and commercialize biologic therapeutics in the etigilimab program, which may be exercised during time periods specified in the collaboration agreement through the earlier of completion of a certain clinical trial or the twelfth anniversary of the date of the collaboration agreement. Pursuant to the agreement, the Company will lead the development of etigilimab prior to Celgene’s exercise of its option for the etigilimab program. The Company is responsible for funding all research and development activities that we choose to undertake for therapeutics in the etigilimab program prior to Celgene’s exercise of the option for the program. Upon option exercise by Celgene, the Company will be required to enter into an agreed form of a license agreement with Celgene, pursuant to which Celgene retains all rights to develop further and commercialize biologic therapeutic products in the etigilimab program on a worldwide basis, with certain support for development from the Company. The Company is eligible to receive a $35.0 million opt-in payment upon Celgene’s exercise of the option for the etigilimab program. The collaboration also includes milestone payments for achievement of specified development, regulatory and commercial milestones, paid on a per-product and per-program basis. The option exercise payments and payments for achievement of development, regulatory and commercial milestones under the agreement may total up to $440.0 million, for products in the etigilimab program, including the $35.0 million opt-in payment. The Company previously received a $2.5 million milestone payment for the etigilimab program. Accordingly, the future potential milestone payments for products in the etigilimab program under the collaboration total up to $437.5 million, including the $35.0 million opt-in payment. For the etigilimab program, if the option is exercised and the program is successfully commercialized by Celgene, the Company is eligible to receive tiered royalties equal to a percentage of net product sales worldwide in the high-single digits to the mid-teens. The Company is not eligible to receive any further research or development milestone payments for etigilimab prior to Celgene’s decision regarding option exercise with respect to etigilimab. The collaboration agreement with Celgene will terminate upon the expiration of all of Celgene’s payment obligations under the license agreement entered into with respect to the etigilimab program following Celgene’s exercise of an option for such program, or if Celgene’s option on the etigilimab program expires without Celgene exercising its option. The collaboration agreement may be terminated by either party for the insolvency of, or an uncured material breach of the collaboration agreement by the other party. In addition, Celgene may terminate the collaboration agreement in its entirety or with respect to the etigilimab program, for any reason, upon 120 days’ prior written notice to us and upon 60 days’ prior written notice in the event that Celgene reasonably believes that such termination is necessary in order to comply with any antitrust laws. The Company may also terminate the collaboration agreement with respect to the etigilimab program in the event that Celgene challenges the licensed patents with respect to such program. If Celgene does not exercise its option with respect to the etigilimab program before the option for that program expires, the Company will retain worldwide rights to such program. In addition, under certain termination circumstances, the Company would also have worldwide rights to the etigilimab program. The collaboration agreement with Celgene previously included the demcizumab, navicixizumab, and rosmantuzumab biologic therapeutic programs. Celgene, however, terminated the collaboration agreement with respect to both demcizumab and navicixizumab, effective January 23, 2019, and terminated the collaboration agreement with respect to rosmantuzumab, effective February 12, 2019. Prior to such terminations, Celgene had options to obtain an exclusive license to develop further and commercialize biologic therapeutics in these programs under the agreement. As a result of these terminations, the Company now has worldwide rights to each of these programs, including navicixizumab. Under certain circumstances, the Company may owe Celgene single-digit percentage royalties on therapeutic products in these programs if we elect to continue to commercialize them and they are successfully commercialized, subject to a cap. Celgene previously had the right to designate up to two additional biologic therapeutic programs targeting the RSPO-LGR signaling pathway or an undisclosed pathway for inclusion in the collaboration, but this right expired on the fourth anniversary of the date of the collaboration agreement. Celgene also had an additional option, which expired unexercised on the fourth anniversary of the date of the collaboration agreement, that would have permitted Celgene to discover, develop and commercialize small molecule therapeutics directed to targets in an undisclosed pathway under the collaboration. Under the terms of the collaboration agreement with Celgene, the Company received an upfront cash payment of $155.0 million in December 2013. In addition, Celgene purchased 1,470,588 shares of the Company’s common stock at a price of $15.13 per share, resulting in gross proceeds of $22.2 million. The price paid by Celgene for the common stock represented a premium over the closing price of the Company’s common stock on the date of the collaboration. The Company accounted for the $1.7 million premium as additional consideration under the Agreement and the common stock was recorded at its fair market value of $20.5 million. As of December 31, 2018, the Company is not eligible to receive any milestone payments under its collaboration with Celgene prior to the point that Celgene exercises its remaining option. The Company is eligible to receive up to approximately $35.0 million of contingent consideration if Celgene exercises its options for the etigilimab program. Following Celgene’s exercise of its option for the etigilimab program, Celgene will have exclusive development and commercialization rights worldwide, with the Company eligible to receive milestones and tiered royalties equal to a percentage of net product sales worldwide in the high-single digits to the mid-teens. If Celgene successfully develops and commercializes product candidates in the etigilimab program, the Company could receive additional contingent consideration of up to $402.5 million for the achievement of post-option exercise development, regulatory events and sales milestones. The Company assessed its collaboration agreement with Celgene in accordance with Topic 606 and concluded that Celgene is a customer. The Company determined that its performance obligation under the arrangement with Celgene is research and development services. As part of the promised research and development services, the Company may provide the resultant data to Celgene to assist Celgene in determining whether or not to exercise its options. Under the arrangement, Celgene has options to further develop and commercialize biologic therapeutics in each program under the collaboration, which may be exercised during time periods specified in the agreement. Upon Celgene’s exercise of its option for certain programs, the Company may, at its discretion, gain co-development and co-commercialization rights and corresponding obligations. The Company determined that the exclusive option(s) provided to Celgene is not a material right under Topic 606 and thus it is not a performance obligation. Based on its assessment, the Company has identified the research and development services as the only performance obligation at the inception of the collaboration agreement. Prior to recognizing revenue, the Company estimates the transaction price, including variable consideration that is subject to a constraint. Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration includes payments based upon the achievement of specified milestones, and royalty payments based on product sales derived from the collaboration. Under the collaboration agreement, the Company determined that the non-refundable upfront cash payment of $155.0 million and 1.7 $70.0 million $2.5 million The impact of adopting Topic 606 on the accounting treatment of the Company’s collaboration agreement with Celgene primarily relates to the change in the timing of revenue recognition of the transaction price. The Company’s deferred revenue associated with its Celgene collaboration agreement as of December 31, 2017 under Topic 605 was $143.8 million. Upon adoption of Topic 606 as of January 1, 2018, the Company recognized a cumulative catch up adjustment of $98.3 million, which was recorded as a decrease to the opening balance of accumulated deficit, and a corresponding decrease in the deferred revenue balance from the Company’s collaboration with Celgene. Following the adoption of Topic 606, the Company recognizes collaboration revenue by measuring the progress toward complete satisfaction of the performance obligation using an input measure. The Company concluded the method that best correlates with progress of the services provided to Celgene is the input method, based on actual costs incurred to date compared to the overall total expected costs to satisfy the performance obligation. The Company will evaluate the estimate of expected costs to satisfy the performance obligation each reporting period and make adjustments for any significant changes. Under Topic 606, collaboration revenue under the Company’s collaboration agreement with Celgene was $44.4 million for the year ended December 31, 2018 and deferred revenue balance was $1.1 million as of December 31, 2018. Upon adoption of Topic 606, the Company initially estimated that the performance obligation under the contract would be substantially completed by the third quarter of 2019. At December 31, 2018, the Company evaluated the development program status of the etigilimab program, the only program remaining under the collaboration agreement with Celgene, and determined that the performance obligation will be completed by the first quarter of 2019. The change in the timing of revenue recognition resulted in an increase in revenue and corresponding decreases in net loss of $7.7 million and net loss per common share, basic and diluted, of $0.20 per share for the year ended December 31, 2018. As of December 31, 2018, the Company was eligible to receive in its collaboration with Celgene up to approximately $35.0 million of contingent consideration if Celgene exercises its options on the etigilimab program. If Celgene successfully develops and commercializes the etigilimab program, the Company could receive additional contingent consideration of up to approximately $402.5 million for the achievement of post-option exercise development, regulatory events and sales milestones. As all contingent consideration is based solely on the performance of Celgene, the Company would recognize the contingent payments upon receipt immediately as collaboration revenue if the Company had no further performance obligations under the agreement with Celgene. In the fourth quarter of 2018, the Company recorded a receivable and a deferred revenue of $2.6 million for the sale of a tumor bank to Celgene. The Company recognized the receivable as of December 31, 2018 because the right to the consideration is considered unconditional. Subsequently, in January 2019, the Company recognized the revenue upon delivery of the tumor bank to Celgene. The sale is not considered a commitment or performance obligation pursuant to the Celgene collaboration agreement, hence is excluded from the collaboration transaction price. Bayer Strategic Alliance On June 15, 2010, the Company entered into a Collaboration and Option Agreement with Bayer. The agreement sets forth an alliance to discover, develop and market novel biologic and small molecule therapeutics affecting targets within the Wnt signaling pathway. The Company received an upfront payment of $40.0 million upon execution of the collaboration agreement in 2010 and a $5.0 million milestone payment in 2012. The Company initially recognized the payments as deferred revenue and amortized to revenue on a ratable basis through the second quarter of 2017, as permitted by the legacy revenue recognition guidance. Effective June 16, 2017, Bayer terminated all biologic therapeutic programs under the collaboration. The Company is no longer eligible to receive any payments under its collaboration with Bayer with respect to biologic therapeutic candidates. With respect to the Wnt pathway small molecule program, the Company and Bayer under the collaboration agreement agreed to jointly conduct research to discover potential new small molecule therapeutics targeting the Wnt pathway. Bayer may, within a specified time period, elect to advance such small molecule therapeutics into further development, and obtain an exclusive license to commercialize such therapeutics. Bayer leads discovery, development, and commercialization of such small molecule therapeutics. As of December 31, 2018, the Company remains eligible to receive up to $27.0 million in development milestone payments for each small molecule candidates. If Bayer successfully develops and commercializes small molecule candidates for more than one indication, the Company could receive contingent consideration payments for each small molecule candidate of up to $15.0 million for the achievement of certain regulatory events and up to $70.0 million upon the achievement of specified future product sales. As all such contingent consideration is based solely on the performance of Bayer, the Company would recognize the contingent payments upon receipt immediately as collaboration revenue. The Company evaluated the agreement under Topic 606, and determined that the small molecule therapeutic program remaining as of December 31, 2017 is immaterial in the context of the collaboration agreement relative to the biologics therapeutic programs that was terminated during 2017. Further, the Company’s performance obligations under the small molecule therapeutic program were substantially complete at December 31, 2017, and any future receipts in the form of milestones or royalties are contingent upon the achievement of specified development, commercial and/or sales targets by Bayer. GSK Strategic Alliance On December 7, 2007, the Company entered into a Collaboration and Option Agreement with GSK. The agreement was formed to discover, develop and market novel antibody therapeutics to target CSCs. The agreement gave GSK the option to obtain an exclusive license for certain product candidates targeting the Notch signaling pathway. In 2007, the Company received an initial payment of $35.0 million, with half in the form of an equity investment by GSK in the Company’s Series B-2 convertible preferred stock and the other half as an up-front cash payment which was initially recorded as deferred revenue. The 1,441,396 shares of Series B-2 convertible preferred stock sold by the Company to GSK were issued at a premium of $4.3 million above the estimated fair value of convertible preferred stock at the time of issuance. This premium was considered an additional up-front payment and was added to the $17.5 million deferred revenue and was amortized to revenue on a ratable basis through the first quarter of 2017, as permitted by the legacy revenue recognition guidance. Effective October 28, 2017, GSK terminated the agreement in its entirety. As a result of such termination, the Company is no longer eligible to receive any payments under the collaboration agreement with GSK and the Company has no remaining performance obligations. As the GSK collaboration was terminated in its entirety on October 28, 2017, this arrangement is outside the scope of Topic 606 as of the adoption date. |
Lonza Sales AG Agreement
Lonza Sales AG Agreement | 12 Months Ended |
Dec. 31, 2018 | |
Research And Development [Abstract] | |
Lonza Sales AG Agreement | 10. Lonza Sales AG Agreement In August 2012, the Company entered into a multi-product license agreement with Lonza Sales AG (“Lonza”). This agreement relates to the process development and manufacturing of the Company’s biologics portfolio with Lonza. Under the multi-product license agreement, the Company receives licenses to utilize Lonza’s glutamine synthetase gene expression system and related technologies for commercial production of the Company’s product candidates. Under this license agreement, the Company paid an upfront payment of $488,000 which was recorded to research and development expense during 2012 and is obligated to pay Lonza certain payments up to £200,000 (approximately $254,000) per licensed product on achievement of specified milestones, and royalties up to the very low single digits on sales of its licensed products. There has been no further payment made by the Company to Lonza pursuant to the license agreement for the years ended December 31, 2018, 2017 and 2016. The multi-product license agreement shall remain in force on a product by product and country by country basis until expiration of the Company’s obligation to make payments to Lonza with respect to such product in such country. The agreement can otherwise be terminated by the Company for any reason or no reason upon advance written notice to Lonza, or by either the Company or Lonza upon the other party’s material breach of the agreement, or if the other party ceases to carry on business. Lonza may also terminate the licenses granted under the agreement if the Company challenges any of the Lonza patent rights. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholder's Equity | 11. Stockholder’s Equity Stock Incentive Plans 2004 Plan The Company granted options under its 2004 Stock Incentive Plan (the “2004 Plan”) until July 2013 when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding under the 2004 Plan. The 2004 Plan provided for the award of restricted shares, grants of incentive and nonstatutory stock options, and sales of shares of the Company’s common stock. Awards can be made to employees, outside directors, and consultants of the Company. Stock options granted generally vest over a period of five years from the date of grant, with 20% of the total grant vesting on the first anniversary of the option vesting commencement date and 1/48 of the remaining grant vesting each month thereafter. Restricted stock issuances and early exercise of stock options were subject to the Company’s right of repurchase at the original issuance price, which right lapses over the vesting period of the stock. In connection with the Board of Directors’ and stockholders’ approval of the 2013 Plan, all remaining shares available for future award under the 2004 Plan were transferred to 2013 Plan, and the 2004 Plan was terminated as to future awards. 2013 Plan In July 2013, the Company’s Board of Directors and stockholders approved the 2013 Equity Incentive Award Plan (the “2013 Plan”). Under the 2013 Plan, the Company initially reserved 500,000 shares of common stock for issuance as of its effective date of July 17, 2013, plus 90,125 shares which were then available for issuance under the Company’s 2004 Plan. The number of shares reserved for issuance under the 2013 Plan will increase by the number of shares represented by awards outstanding under the 2004 Plan that are forfeited or lapse unexercised and which following July 17, 2013 are not issued under the 2004 Plan. Additionally, on the first day of each calendar year, beginning in 2014 and ending in 2023, the number of shares in the reserve will increase by the least of 1,500,000 shares, 4% of the shares of the Company’s common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year or such smaller number of shares of stock as determined by the Company’s Board of Directors. The 2013 Plan authorizes discretionary grants of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, performance awards, dividend equivalents, stock payments, deferred stock, deferred stock units, and stock appreciation rights to employees and consultants of the Company, or any of its qualifying affiliates, and to members of the Board of Directors. The exercise price per share subject to each option shall not be less than 100% of the fair value of the common stock on the date of grant. In addition, in the case of incentive stock options granted to a greater than 10% stockholder, such price shall not be less than 110% of the fair value on the date the option is granted. The term of the options shall not be more than 10 years from the grant date, or 5 years from the date an incentive stock option is granted to a greater than 10% stockholder. Stock options granted generally vest over a period of four years from the date of grant, with 25% of the total grant vesting on the first anniversary of the option vesting commencement date and 1/48th of the original grant vesting each month thereafter for stock options granted upon hiring, and with 1/48th of the total grant vesting each month after the option vesting commencement date for any stock options granted after the hiring date. As of December 31, 2018, a total of 8,217,239 shares of common stock have been authorized under the 2013 Plan. As of December 31, 2018, a total of 4,140,554 shares are subject to options and restricted stock units (“RSUs”) outstanding under the 2013 Plan. There are 310,453 shares subject to options outstanding under the 2004 Plan as of December 31, 2018, which will become available for issuance under the 2013 Plan to the extent the options are forfeited or lapse unexercised without issuance of such shares under the 2004 Plan. On January 1, 2018, an additional 1,500,000 shares of the Company’s common stock became available for future issuance as a result of the annual increase provision in the 2013 Plan. Shares Reserved for Future Issuances The following table summarizes the Company’s common stock reserved for future issuance: (In thousands) December 31, 2018 Outstanding stock options and RSUs 4,451 Reserved for future equity award grants 3,350 Reserved for future ESPP issuances 1,510 Total common stock reserved for future issuances 9,311 Stock Options The following table summarizes the stock option activity for the year ended December 31, 2018: Stock Option Outstanding (In thousands, except exercise price and contractual life) Number of shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balances at December 31, 2017 5,217 10.70 5.6 $ 913 Granted 1,744 3.34 Exercised — — Forfeited (2,816 ) 8.69 Balances at December 31, 2018 4,145 8.96 6.4 — Options vested and expected to vest— December 31, 2018 3,945 $ 8.88 7.0 — Options exercisable— December 31, 2018 2,542 $ 11.44 5.2 — The total fair value of options vested were $5.5 million, $7.1 million and $9.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. There were no options exercised during the year ended December 31, 2018. The aggregate intrinsic value of options exercised were $1.4 million and $0.8 million for the years ended December 31, 2017, and 2016, respectively. The stock options outstanding have no intrinsic value as of December 31, 2018. The weighted-average grant date estimated fair value of options granted during the years ended December 31, 2018, 2017 and 2016 were $2.32, $3.66 and $8.23 per share, respectively. Restricted Stock Units The following table summarizes the RSU activity for the year ended December 31, 2018: Restricted Stock Units Outstanding (In thousands, except grant date fair value and contractual life) Number of shares Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balances at December 31, 2017 880 5.33 1.3 $ 3,606 Awarded 70 2.29 Released (402 ) 4.57 Forfeited (242 ) 5.60 Balances at December 31, 2018 306 5.41 1.0 $ 229 The total fair value of RSUs vested was $1.8 million, $6.4 million and $2.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. The aggregate intrinsic value of the non-vested RSUs was $0.2 million as of December 31, 2018. Employee Stock Purchase Plan The Company’s Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. On January 1, 2018, as a result of the annual increase provision in the ESPP plan, an additional 350,000 shares of the Company’s common stock became available for future issuance. As of December 31, 2018, a total of 1,893,620 shares of common stock have been authorized and 1,510,518 shares of common stock are available for future issuance under the Company’s ESPP. In accordance with the terms of the Merger Agreement (see Note 16 Potential Business Combination with Mereo BioPharma During the years ended December 31, 2018, 2017 and 2016, employees purchased an aggregate of 45,352 shares, 88,982 shares and 111,633 shares under the Company’s ESPP, respectively, at a weighted-average price per share of $1.97, $7.16 and $8.21, respectively. During the years ended December 31, 2018, 2017 and 2016, the weighted-average fair value per share granted under the Company’s ESPP were $1.54, $3.39 and $5.06, respectively. Stock-Based Compensation Employee stock-based compensation expense was calculated based on awards expected to vest and has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense recognized was as follows: Year Ended December 31, (In thousands) 2018 2017 2016 Research and development $ 3,380 $ 4,886 $ 5,892 General and administrative 3,397 4,522 5,239 Restructuring charges 65 6 — Total $ 6,842 $ 9,414 $ 11,131 As of December 31, 2018, the Company had $4.3 million, $0.8 million and $2,000 of unrecognized compensation expense related to unvested stock options, RSUs and ESPP, respectively, which are expected to be recognized over an estimated weighted-average period of 2.5 years, 1.0 years and 0.2 years, respectively. Fair Value Disclosures The fair value of stock options granted and purchases under the Company’s ESPP is estimated using the Black-Scholes option pricing model. The fair value of stock options granted was estimated as of the grant date using the following assumptions: Year Ended December 31, 2018 2017 2016 Weighted-average volatility 78.1% 75.8% 71.9% Weighted-average expected term (years) 6.2 6.2 5.8 Risk-free interest rate 2.6% 2.2% 1.5% Expected dividend yield — — — The fair value of stock purchase rights granted under the Company’s ESPP was estimated using the following assumptions: Year Ended December 31, 2018 2017 2016 Weighted-average volatility 66.5%–93.7% 54.0%–93.7% 45.4%–104.5% Weighted-average expected term (years) 0.5 0.5 0.5 Risk-free interest rate 1.10%–2.28% 0.47%–1.10% 0.26%–0.50% Expected dividend yield — — — Volatility Since the Company has limited information on the volatility of its common stock due to no significant trading history, the expected stock price volatility was calculated based on a blend of the historical volatilities of the Company’s own stock and of the common stock of comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, and financial leverage to the Company. Expected Term The Company has very limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock-option grants. As such, the expected term was estimated using the simplified method. Risk-Free Rate The risk-free interest rate assumption is based on the zero-coupon U.S. Treasury instruments on the date of grant with a maturity date consistent with the expected term of the Company’s stock option grants. Expected Dividend Yield To date, the Company has not declared or paid any cash dividends and does not have any plans to do so in the future. Therefore, the Company used an expected dividend yield of zero. Common Stock Issuance under At-the-Market Agreement Pursuant to a sales agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), the Company sold 355,821 and 388,166 shares for the years ended December 31, 2017 and 2016, respectively, at a weighted average price per share of $4.93 and $12.59, respectively. The Company received net proceeds of $1.7 million and $4.7 million, net of offering costs, for the years ended December 31, 2017 and 2016, respectively. The shares were issued under the Company’s shelf registration statement on Form S-3 (File No. 333-204914) In May 2018, the Company filed a new shelf registration statement on Form S-3 (File No. 333-225225) issuance and sale of up to a maximum aggregate offering price of of the Company’s common stock that may be issued and sold under the ATM Agreement with Cantor Fitzgerald in one or more at-the-market offerings. Following the effectiveness of the new shelf registration statement on Form S-3 (File No. 333-225225) in June 2018, no additional securities covered by the prior shelf registration statement on Form S-3 (File No. 333-204914) shall be offered or sold. For the year ended December 31 , 2018, the Company has not sold any securities under the new shelf registration statement. Public Offering of Common Stock On August 23, 2016, the Company closed the sale of an aggregate of 6,325,000 shares of its common stock, at a public offering price of $10.00 per share. The shares were issued pursuant to a prospectus supplement filed with the SEC on August 17, 2016, and related prospectus, pursuant to the Company’s shelf registration statement on Form S-3 filed on June 12, 2015. The Company received net offering proceeds of approximately $59.2 million, net of underwriting discounts and commissions and offering costs. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 12. Restructuring Charges 2018 Restructuring In connection with the proposed Merger, on December 1, 2018, the Company’s Board of Directors approved a restructuring plan to reduce the Company’s workforce by 75%. Under the 2018 restructuring plan, the Company recorded $1.9 million of restructuring charges consisting of one-time severance payments and other employee related costs, and other charges during the fourth quarter of 2018. Restructuring charges are included in operating expenses in the statement of operations. The restructuring plan is ongoing and the Company expects to complete the actions associated with the restructuring in the first quarter of 2019. The following table provides a summary of restructuring activity during the fourth quarter of 2018 and the related liabilities recorded in the accrued liabilities in the balance sheet. The Company expects to pay out its restructuring liability by the first quarter of 2019. (In thousands) Employee Severance and Other Costs Balance as of December 31, 2017 $ 6 Costs incurred 1,851 Less cash payments (572 ) Less non-cash settlements (65 ) Balance as of December 31, 2018 $ 1,220 2017 Restructuring On April 24, 2017, the Company’s Board of Directors approved a restructuring plan to reduce operating costs and better align its workforce with the needs of its business following the Company’s announcements that its Phase II “YOSEMITE” clinical trial of demcizumab did not meet its primary endpoint and would be discontinued, its Phase II “PINNACLE” clinical trial of tarextumab did not meet its endpoints, its partner Bayer had decided not to exercise its option to license vantictumab and ipafricept, and enrollment would be discontinued in the Phase Ib clinical trial of brontictuzumab. The restructuring plan provided for a 48% reduction in the Company’s workforce. Under the 2017 restructuring plan, the Company recorded $2.5 million in restructuring charges consisting of one-time severance payments and other employee related costs, and other charges during the year ended December 31, 2017. Restructuring charges are included in operating expenses in the statement of operations. The Company has substantially completed this plan and paid the restructuring cost at the end of the fourth quarter of 2017. No charges were recorded in the periods after December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes For the year ended December 31, 2018, the Company recorded an income tax benefit of $0.4 million in the statement of operations as a result of a lapse of statute of limitations on uncertain tax positions. For the year ended December 31, 2017, the Company recorded an income tax benefit of $1.1 million due to an Alternative Minimum Tax (“AMT”) refundable credit as a result of the Tax Cuts and Jobs Act (“Tax Act”), enacted on December 22, 2017. For the year ended December 31, 2016, the Company recorded an income tax provision of $14,000 due to interest on uncertain tax positions. Loss before income taxes for the years ended December 31, 2018, 2017 and 2016 was from the United States. The components of the income tax provision (benefit) are as follows: Year Ended December 31, (In thousands) 2018 2017 2016 Current: Federal $ (383 ) $ (1,084 ) $ 13 State 1 1 1 Total (382 ) (1,083 ) 14 Deferred: Federal — — — State — — — Total — — — Income tax provision (benefit) $ (382 ) $ (1,083 ) $ 14 The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Tax at statutory federal rate 21 % 35 % 35 % State tax—net of federal benefit 9 % 1 % 1 % Tax credits 18 % 12 % 8 % Stock compensation (25 )% (7 )% (2 )% Change in valuation allowance (13 )% 90 % (42 %) Transaction costs (4 )% — — Impact of corporate rate change on deferred taxes — (129 )% — Other (1 )% 1 % — Income tax (provision) benefit 5 % 3 % — % Net deferred tax assets as of December 31, 2018 and 2017 consist of the following: Year Ended December 31, (In thousands) 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 63,011 $ 54,931 Accruals 733 643 Tax credit carryovers 65,719 63,406 Deferred revenue 778 30,259 Other 3,049 3,643 Gross deferred tax assets 133,290 152,882 Deferred tax liability — — Valuation allowance (133,290 ) (152,882 ) Net deferred tax assets $ — $ — The valuation allowance decreased by $19.6 million and $32.1 million for the years ended December 31, 2018 and 2017, respectively. The tax benefit of deductible temporary differences or carryforwards is recorded as a deferred tax asset to the extent that management assesses the realization is “more likely than not.” Future realization of the tax benefit ultimately depends on the existence of sufficient taxable income within the period available under the tax law. At December 31, 2018 and 2017, the Company has set up valuation allowances against all federal and state deferred tax assets because based on all available evidence, these deferred tax assets are not more likely than not to be realizable. On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes included the reduction of the federal corporate income tax rate from 35% to 21% and the repeal of corporate AMT. The Company recorded $1.1 million as income tax benefit in the fourth quarter of 2017, the period in which the legislation was enacted. The company expects a portion of the AMT to be refunded in the following 12 months. On December 22, 2017, SEC Staff Accounting Bulletin No. 118 (SAB 118) was issued to address the application of US GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. The impact of the Act was finalized during the year ended December 31, 2018, and no change was made from the previously reported provisional amount. At December 31, 2018, the Company had federal net operating loss carryforwards related to the 2018 tax year, amounting to $39.1 million which carryforward indefinitely and $228.6 million which begin to expire in 2023. At December 31, 2018, the Company had state net operating loss carryforwards of $97.2 million, which begin to expire in 2028, if not utilized. At December 31, 2018, the Company also had federal and California research and development credit carryforwards aggregating approximately $25.4 million and $19.8 million, respectively. The federal credits will expire in 2025, if not utilized. California research and development credits have no expiration dat e. Under Sections 382 and 383 of Internal Revenue Code of 1986, as amended (Code), if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. The Company in the past experienced an ownership change which has impacted its ability to fully realize the benefit of these net operating loss carryforwards. If the Company experiences additional ownership changes as a result of future transactions in its stock, then the Company may be further limited in its ability to use its net operating loss carryforwards and other tax assets to reduce taxes owed on the net taxable income that the Company earns. Any such limitations on the ability to use its net operating loss carryforwards and other tax assets could adversely impact our business, financial condition and operating results. The Company recognizes the financial statements effects of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination. A reconciliation of the Company’s unrecognized tax benefits is as follows: December 31, (In thousands) 2018 2017 2016 Balance at beginning of year $ 16,658 $ 14,260 $ 10,022 Increase related to current year tax provision 628 2,398 4,238 Increase related to prior year tax provision — — — Decrease related to prior year tax provision (297 ) — — Balance at end of year $ 16,989 $ 16,658 $ 14,260 The unrecognized tax benefits, if recognized and in absence of full valuation allowance, would impact the income tax provision by $16.2 million and $15.9 million as of December 31, 2018 and 2017, respectively. As of December 31, 2018, the Company does not believe that it is reasonably possible that its unrecognized tax benefits would significantly change in the following 12 months. The Company has elected to include interest and penalties as a component of tax expense. The Company recorded $15,000 and $14,000 of interest and penalties for the years ended December 31, 2017 and 2016, respectively. The Company recorded an income tax benefit of $86,000 as a result of lapse of statute of limitations for the year ended December 31, 2018. The Company recorded a liability for interest and penalties of $86,000 as of December 31, 2017. There is no liability recorded for interest and penalties as of December 31, 2018. The Company files federal and state income tax returns in the U.S. and California. Tax years from 2004 forward remain open to examination due to the carryover of net operating losses and other tax attributes. |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 14. Net Loss per Common Share The following outstanding common stock equivalents were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive: Year Ended December 31, (In thousands) 2018 2017 2016 Options to purchase common stock 4,145 5,217 4,325 RSUs 306 880 576 4,451 6,097 4,901 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | 15. Selected Quarterly Financial Data (Unaudited) Selected quarterly results from operations for the years ended December 31, 2018 and 2017 are as follows: 2018 Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 Total revenue $ 7,849 $ 6,870 $ 19,518 $ 10,184 Operating expenses 13,781 11,758 13,727 15,200 Net income (loss) (5,574 ) (3,976 ) 6,115 (4,666 ) Basic and diluted net income (loss) per common share $ (0.15 ) $ (0.10 ) $ 0.16 $ (0.12 ) 2017 Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 Total revenue $ 6,213 $ 6,195 $ 5,106 $ 20,640 Operating expenses 28,971 21,630 16,131 12,395 Net loss (22,608 ) (15,225 ) (10,692 ) 9,463 Basic and diluted net income (loss) per common share $ (0.61 ) $ (0.40 ) $ (0.28 ) $ 0.25 |
Potential Business Combination
Potential Business Combination with Mereo BioPharma | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Potential Business Combination with Mereo BioPharma | 16. Potential Business Combination with Mereo BioPharma On December 5, 2018, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Mereo BioPharma Group plc, a public limited company incorporated under the laws of England and Wales (“Mereo”), Mereo US Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Mereo (“HoldCo”), and Mereo MergerCo One Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Mereo (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into OncoMed, with OncoMed surviving the merger as a wholly owned subsidiary of HoldCo, and an indirect wholly-owned subsidiary of Mereo (the “Merger”). The respective boards of directors of OncoMed and Mereo have each unanimously approved the Merger Agreement. The parties expect the Merger will be completed in the second quarter of 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events In January 2019, the Company signed an agreement to sublease a specified portion of the Company’s office facility located in Redwood City, California. The sublease has a term of 12 months through the end of 2019. The aggregate sublease proceeds for the term of the lease are approximately $0.8 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, preclinical study and clinical trial accruals, fair value of assets and liabilities, stock-based compensation, restructuring charges and income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results may differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less at the date of purchase to be cash and cash equivalents. |
Short-Term Investments | Short-Term Investments Short-term investments consist of debt securities classified as available-for-sale and have maturities greater than 90 days, but less than 365 days from the date of acquisition. Short-term investments are carried at fair value based upon quoted market prices. Unrealized gains and losses on available-for-sale securities are excluded from earnings and were reported as a component of accumulated other comprehensive income. The cost of available-for-sale securities sold is based on the specific-identification method. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income Other comprehensive (loss) income includes certain changes in equity from non-owner sources that are excluded from net loss, specifically, unrealized gains and losses on available-for-sale investments and the related tax impact. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and short-term investments. Cash and short-term investments are invested through banks and other financial institutions in the United States. Such deposits may be in excess of insured limits. The Company maintains cash and investments with various high credit quality and capitalized financial institutions. |
Property and Equipment | Property and Equipment recognized Property and Equipment , net to the Notes to Financial Statements. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The carrying value of long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. An impairment loss is recognized when the total of estimated future undiscounted cash flows, expected to result from the use of the asset and its eventual disposition, are less than its carrying amount. Impairment, if any, would be assessed using discounted cash flows or other appropriate measures of fair value. Through December 31, 2018, there have been no such impairment losses. |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, the Company adopted Accounting Standards Codification, or ASC, Topic 606, Revenue from Contracts with Customers, using the modified retrospective transition method. Under this method, the Company recorded a cumulative adjustment to the opening balance of accumulated deficit and to deferred revenue. Under Topic 606, the Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once a contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The Company evaluated its existing contracts and only applied Topic 606 to those contracts that were not completed at January 1, 2018. As a result of this evaluation, the Company determined that only its collaboration with Celgene Corporation (“Celgene”) is within the scope of Topic 606. The terms of this arrangement include payment to the Company of a non-refundable, upfront fee; potential development, regulatory and sales milestones; program opt-in payments; and royalties on net product sales. Each of these payments results in collaboration revenue, except for revenues from royalties on net product sales, which would be classified as royalty revenues. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its collaboration agreement with Celgene, the Company applies the five-step model. As part of the accounting for this arrangement, the Company must develop assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in the contract. The Company also must develop assumptions that require judgment in determining the measure of progress used to recognize revenue. Milestone Payments At the inception of each arrangement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or partner, such as regulatory approvals, are not considered probable of being achieved until those approvals |
Customer Concentration | Customer Concentration Customers whose collaboration revenue accounted for 10% or more of total revenues were as follows: Year Ended December 31, 2018 2017 2016 GlaxoSmithKline LLC (“GSK”) — * * Bayer Pharma AG (“Bayer”) — * * Celgene Corporation (“Celgene”) 100% 94% 87% * less than 10% |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development costs consist of salaries and other personnel-related expenses, including associated stock-based compensation, consulting fees, lab supplies, and facility costs, as well as fees paid to other entities that conduct certain research, development and manufacturing activities on behalf of the Company. |
Clinical Trial Accruals | Clinical Trial Accruals Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the actual costs through discussions with internal personnel and external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. Nonrefundable advance payments for goods and services that will be used or rendered in future research and development activities, are deferred and recognized as expense in the period that the related goods are delivered or services are performed. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. For employee stock options, the Company determines the grant date fair value of the awards using the Black-Scholes option-pricing model and generally recognizes the fair value as stock-based compensation expense on a straight-line basis over the vesting period of the respective awards. Stock-based compensation expense is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For restricted stock, the compensation cost for these awards is based on the closing price of the Company’s common stock on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period. Stock Compensation |
Leases | Leases The Company rents its office space and facilities under cancelable and non-cancelable operating lease agreements and recognizes related rent expense on a straight-line basis over the term of the lease. The Company’s lease agreements contain rent holidays, scheduled rent increases, lease incentives and renewal options. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Lease incentives are recognized as a reduction of rent expense on a straight-line basis over the term of the lease. The Company does not assume renewals in its determination of the lease term unless they are deemed to be reasonably assured at the inception of the lease. The Company begins recognizing rent expense on the date that the Company obtains the legal right to use and control the leased space. The Company entered into a sublease agreement during the fourth quarter of 2018. The Company records sublease income as a reduction of rent expense. |
Restructuring Charges | Restructuring Charges Restructuring charges consist of severance, other one-time benefits and other employee related charges. Liabilities for costs associated with a restructuring activity are measured at fair value and are recognized when the liability is incurred. One-time termination benefits are expensed at the date the Company notifies the employee, unless the employee will continue to provide future services, in which case the benefits are expensed ratably over the future service period. The Company continually evaluates the adequacy of the remaining liabilities under its restructuring initiatives. Although the Company believes that these estimates accurately reflect the costs of the Company’s restructuring plan, actual results may differ and thereby require the Company to record an additional provision or reverse a portion of such a provision. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per common share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, potentially dilutive securities consisting of stock options and restricted stock units are considered to be common stock equivalents and were excluded in the calculation of diluted net loss per common share because their effect would be anti-dilutive for all periods presented. |
Newly Adopted and Recent Accounting Pronouncements | Newly Adopted and Recent Accounting Pronouncements Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued a comprehensive new standard on revenue from contracts with customers, ASU No. 2014-09, Revenue from Contracts with Customers, or Topic 606. The standard’s core principle is that a reporting entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt this new guidance. In 2016, the FASB updated the guidance for reporting revenue gross versus net to improve the implementation guidance on principal versus agent considerations, and for identifying performance obligations and the accounting of intellectual property licenses. In addition, the FASB introduced practical expedients and made narrow scope improvements to the new accounting guidance. Collaboration with Celgene The Company adopted the accounting standard update on January 1, 2018 using the modified retrospective approach, for its collaboration agreement with Celgene. Therefore, comparative historical information will not be adjusted and will continue to be reported under ASC 605 with the impact of the transition reflected in the opening balance of accumulated deficit as of January 1, 2018. The consideration the Company is eligible to receive under this agreement includes upfront payments, milestone payments and program opt-in payments. The new revenue recognition standard differs from ASC 605 in many respects, such as in the accounting for variable consideration and the measurement of progress toward completion of performance obligations. The most significant impact of the standard relates to the Company’s method of revenue recognition for performance obligations that are delivered over time. Under the new standard, milestone payments are included in the transaction price as variable consideration, subject to a constraint, and are allocated to the performance obligations in the contract when recognized. Through December 31, 2017, the Company also The Company’s deferred revenue associated with its Celgene collaboration agreement as of December 31, 2017 under Topic 605 was As a result of adopting Topic 606, the Company recorded a $98.3 million reduction to its deferred revenue and opening accumulated deficit on January 1, 2018 as a result of the cumulative impact of the change in the recognition of the upfront and milestone payments using the input method (described further in ) under Topic 606, rather than on a ratable basis which was applied in prior periods. Under Topic 606, collaboration revenue under the Company’s collaboration agreement with Celgene from inception of the agreement through January 1, 2018 was $186.2 million and deferred revenue was $45.5 million as of January 1, 2018. At adoption date, the remaining performance obligation under the contract was estimated to be substantially complete by the third quarter of 2019. At December 31, 2018, the Company evaluated the development program status of the remaining product candidate under the collaboration agreement with Celgene, etigilimab, and estimated that the remaining performance obligation under the contract will be completed by the first quarter of 2019. Collaborations with Bayer and GSK As the GSK collaboration was terminated in its entirety on October 28, 2017, this arrangement was outside the scope of Topic 606 as of the adoption date. For the Bayer collaboration, Bayer terminated all biologic therapeutic programs under the collaboration effective June 16, 2017, while the small molecule therapeutics program remained active. Refer to Note 5, “Collaborations,” for further details. The Company has determined that the small molecule therapeutic program remaining as of December 31, 2017 is immaterial in the context of the collaboration agreement relative to the biologics therapeutic programs that was terminated during 2017. The Company’s performance obligations under the small molecule therapeutic program with respect to Bayer were substantially complete at December 31, 2017, and any future receipts in the form of milestones or royalties are contingent upon the achievement of specified development, commercial and/or sales targets. The Company has concluded that there was no transition adjustment to be recognized on January 1, 2018 for these two agreements. Impact of Adoption The following table summarizes (In thousands) Balance at December 31, 2017 Adjustment Balance at January 1, 2018 Balance Sheets: Deferred revenue, current portion $ 82,193 $ (51,299 ) $ 30,894 Deferred revenue, non-current portion 61,645 (47,023 ) 14,622 Accumulated deficit (452,007 ) 98,322 (353,685 ) For the year ended December 31, 2018 (In thousands, except per share data) As reported under Topic 606 Adjustment Balances without the adoption of Topic 606 Statements of Operations: Collaboration revenue $ 44,421 $ 58,321 $ 102,742 Income (loss) from operations (10,045 ) 58,321 48,276 Net income (loss) (8,101 ) 58,321 50,220 Net income (loss) per common shares, basic (0.21 ) 1.52 1.31 Net income (loss) per common shares, diluted (0.21 ) 1.51 1.30 Contract Balances Upfront payments and fees may be required to be recorded as deferred revenue upon receipt or when due, and recognized in a future period when or as the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. As of December 31, 2018, the contract liabilities, which consisted of deferred revenue, decreased by a total of $142.7 million from December 31, 2017, of which $98.3 million was related to the cumulative adjustment to the opening balance of accumulated deficit upon the adoption of Topic 606 on January 1, 2018 and $44.4 million related to revenue recognized for the year ended December 31, 2018. Upon adoption of the standard as of January 1, 2018, ASU No. 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which amends the existing accounting standards for leases. The new standard requires lessees to record a right-of-use asset and a corresponding lease liability on the balance sheet (with the exception of short-term leases). For lessees, leases will continue to be classified as either operating or financing in the income statement. This ASU becomes effective in the first quarter of fiscal year 2019 and early adoption is permitted. This ASU is required to be applied with a modified retrospective approach and requires application of the new standard at the beginning of the earliest comparative period presented. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements . In issuing ASU No. 2018-11, the FASB decided to provide another transition method in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating our population of leases and are continuing to assess all potential impacts of ASU 2016-02 and ASU 2018-11, but currently believe that the most significant impact relates to the Company’s accounting for office building operating leases. The Company anticipates recognition of additional assets and corresponding liabilities related to leases upon adoption, but have not yet quantified these at this time. The Company will adopt the standard effective January 1, 2019 and plan to utilize the transition method stated in ASU 2018-11. ASU No. 2018-07, Improvement to Nonemployees Share-based Payment Accounting (Topic 718 ) In June 2018, the FASB issued ASU No. 2018-07, Stock Compensation |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ASU 2014-09 [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Impact of Adopting Topic 606 on Select Balance Sheets and Statement of Operations | Impact of Adoption The following table summarizes (In thousands) Balance at December 31, 2017 Adjustment Balance at January 1, 2018 Balance Sheets: Deferred revenue, current portion $ 82,193 $ (51,299 ) $ 30,894 Deferred revenue, non-current portion 61,645 (47,023 ) 14,622 Accumulated deficit (452,007 ) 98,322 (353,685 ) For the year ended December 31, 2018 (In thousands, except per share data) As reported under Topic 606 Adjustment Balances without the adoption of Topic 606 Statements of Operations: Collaboration revenue $ 44,421 $ 58,321 $ 102,742 Income (loss) from operations (10,045 ) 58,321 48,276 Net income (loss) (8,101 ) 58,321 50,220 Net income (loss) per common shares, basic (0.21 ) 1.52 1.31 Net income (loss) per common shares, diluted (0.21 ) 1.51 1.30 |
Revenue [Member] | Customer Concentration [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Schedule of Customer Concentration of Collaboration Revenue | Customers whose collaboration revenue accounted for 10% or more of total revenues were as follows: Year Ended December 31, 2018 2017 2016 GlaxoSmithKline LLC (“GSK”) — * * Bayer Pharma AG (“Bayer”) — * * Celgene Corporation (“Celgene”) 100% 94% 87% * less than 10% |
Cash and Investments (Tables)
Cash and Investments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Schedule of Fair Value of Securities, Not Including Cash | The fair value of securities, not including cash at December 31, 2018 and 2017 were as follows: December 31, 2018 Amortized Gross Unrealized Fair (In thousands) Cost Gains Losses Value Money market funds $ 275 $ — $ — $ 275 U.S. treasury bills 47,688 — (29 ) 47,659 Total $ 47,963 $ — $ (29 ) $ 47,934 Classified as: Cash equivalents $ 275 Short-term investments 47,659 Total $ 47,934 As of December 31, 2018, the Company had a total of $57.3 million in cash, cash equivalents and short-term investments, which includes $9.7 million in cash and cash equivalents and $47.6 million in short-term investments. December 31, 2017 Amortized Gross Unrealized Fair (In thousands) Cost Gains Losses Value Money market funds $ 99 $ — $ — $ 99 U.S. treasury bills 89,525 289 — 89,814 Total $ 89,624 $ 289 $ — $ 89,913 Classified as: Cash equivalents $ 99 Short-term investments 89,814 Total $ 89,913 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Company's Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 275 $ — $ — $ 275 U.S. treasury bills — 47,659 — 47,659 Total $ 275 $ 47,659 $ — $ 47,934 December 31, 2017 (In thousands) Level 1 Level 2 Level 3 Total Assets: Money market funds $ 99 $ — $ — $ 99 U.S. treasury bills — 89,814 — 89,814 Total $ 99 $ 89,814 $ — $ 89,913 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consist of the following: December 31, (In thousands) 2018 2017 Computer equipment and software $ 1,440 $ 1,935 Furniture and fixtures 415 547 Laboratory equipment — 11,720 Leasehold improvements 9,598 9,250 11,453 23,452 Less accumulated depreciation and amortization (10,830 ) (20,177 ) Property and equipment, net $ 623 $ 3,275 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: December 31, (In thousands) 2018 2017 Research and development related $ 988 $ 670 Compensation related 1,809 2,733 Other 1,571 537 Total accrued liabilities $ 4,368 $ 3,940 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Minimum Annual Rental Payments under the Company's Non-cancelable Operating Lease Agreement | As of December 31, 2018, future minimum annual rental payments under the Company’s non-cancelable operating lease agreement are as follows (in thousands): Year ending December 31, Operating Leases, net of Sublease Income 2019 $ 776 2020 1,640 2021 2,577 2022 2,667 2023 2,761 2024 and thereafter 13,382 Total minimum payments $ 23,803 |
Collaborations (Tables)
Collaborations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Company Recognized Revenues from Collaboration Agreements | The Company has recognized the following revenues from its prior and current collaboration agreements during the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, (In thousands) 2018 2017 2016 Celgene: Recognition of upfront payment $ 44,421 $ 35,588 $ 20,053 Other revenue — 409 1,780 Celgene total 44,421 35,997 21,833 Bayer: Recognition of upfront payments — 278 648 Other revenue — 1,726 1,457 Bayer total — 2,004 2,105 GSK: Recognition of upfront payment — 150 576 Other revenue — 3 639 GSK total — 153 1,215 Total collaboration related revenue $ 44,421 $ 38,154 $ 25,153 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | The following table summarizes the Company’s common stock reserved for future issuance: (In thousands) December 31, 2018 Outstanding stock options and RSUs 4,451 Reserved for future equity award grants 3,350 Reserved for future ESPP issuances 1,510 Total common stock reserved for future issuances 9,311 |
Summary of Stock Option Activity | The following table summarizes the stock option activity for the year ended December 31, 2018: Stock Option Outstanding (In thousands, except exercise price and contractual life) Number of shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balances at December 31, 2017 5,217 10.70 5.6 $ 913 Granted 1,744 3.34 Exercised — — Forfeited (2,816 ) 8.69 Balances at December 31, 2018 4,145 8.96 6.4 — Options vested and expected to vest— December 31, 2018 3,945 $ 8.88 7.0 — Options exercisable— December 31, 2018 2,542 $ 11.44 5.2 — |
Summary of RSU Activity | The following table summarizes the RSU activity for the year ended December 31, 2018: Restricted Stock Units Outstanding (In thousands, except grant date fair value and contractual life) Number of shares Weighted Average Grant Date Fair Value per Share Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Balances at December 31, 2017 880 5.33 1.3 $ 3,606 Awarded 70 2.29 Released (402 ) 4.57 Forfeited (242 ) 5.60 Balances at December 31, 2018 306 5.41 1.0 $ 229 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense recognized was as follows: Year Ended December 31, (In thousands) 2018 2017 2016 Research and development $ 3,380 $ 4,886 $ 5,892 General and administrative 3,397 4,522 5,239 Restructuring charges 65 6 — Total $ 6,842 $ 9,414 $ 11,131 |
Assumptions Used for Determining Fair Value of Stock Options Using Black-Scholes Valuation Model | The fair value of stock options granted was estimated as of the grant date using the following assumptions: Year Ended December 31, 2018 2017 2016 Weighted-average volatility 78.1% 75.8% 71.9% Weighted-average expected term (years) 6.2 6.2 5.8 Risk-free interest rate 2.6% 2.2% 1.5% Expected dividend yield — — — |
Assumptions Used for Determining Fair Value of Stock Purchase Rights Granted Under Company's ESPP Using Black-Scholes Valuation Model | The fair value of stock purchase rights granted under the Company’s ESPP was estimated using the following assumptions: Year Ended December 31, 2018 2017 2016 Weighted-average volatility 66.5%–93.7% 54.0%–93.7% 45.4%–104.5% Weighted-average expected term (years) 0.5 0.5 0.5 Risk-free interest rate 1.10%–2.28% 0.47%–1.10% 0.26%–0.50% Expected dividend yield — — — |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Activity | The following table provides a summary of restructuring activity during the fourth quarter of 2018 and the related liabilities recorded in the accrued liabilities in the balance sheet. The Company expects to pay out its restructuring liability by the first quarter of 2019. (In thousands) Employee Severance and Other Costs Balance as of December 31, 2017 $ 6 Costs incurred 1,851 Less cash payments (572 ) Less non-cash settlements (65 ) Balance as of December 31, 2018 $ 1,220 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Provision (Benefit) | The components of the income tax provision (benefit) are as follows: Year Ended December 31, (In thousands) 2018 2017 2016 Current: Federal $ (383 ) $ (1,084 ) $ 13 State 1 1 1 Total (382 ) (1,083 ) 14 Deferred: Federal — — — State — — — Total — — — Income tax provision (benefit) $ (382 ) $ (1,083 ) $ 14 |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate | The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Tax at statutory federal rate 21 % 35 % 35 % State tax—net of federal benefit 9 % 1 % 1 % Tax credits 18 % 12 % 8 % Stock compensation (25 )% (7 )% (2 )% Change in valuation allowance (13 )% 90 % (42 %) Transaction costs (4 )% — — Impact of corporate rate change on deferred taxes — (129 )% — Other (1 )% 1 % — Income tax (provision) benefit 5 % 3 % — % |
Schedule of Net Deferred Tax Assets | Net deferred tax assets as of December 31, 2018 and 2017 consist of the following: Year Ended December 31, (In thousands) 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 63,011 $ 54,931 Accruals 733 643 Tax credit carryovers 65,719 63,406 Deferred revenue 778 30,259 Other 3,049 3,643 Gross deferred tax assets 133,290 152,882 Deferred tax liability — — Valuation allowance (133,290 ) (152,882 ) Net deferred tax assets $ — $ — |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits is as follows: December 31, (In thousands) 2018 2017 2016 Balance at beginning of year $ 16,658 $ 14,260 $ 10,022 Increase related to current year tax provision 628 2,398 4,238 Increase related to prior year tax provision — — — Decrease related to prior year tax provision (297 ) — — Balance at end of year $ 16,989 $ 16,658 $ 14,260 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Outstanding Common Stock Equivalents Excluded from Computation of Diluted Net Loss per Common Share | The following outstanding common stock equivalents were excluded from the computation of diluted net loss per common share for the periods presented because including them would have been antidilutive: Year Ended December 31, (In thousands) 2018 2017 2016 Options to purchase common stock 4,145 5,217 4,325 RSUs 306 880 576 4,451 6,097 4,901 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Results from Operations | Selected quarterly results from operations for the years ended December 31, 2018 and 2017 are as follows: 2018 Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 Total revenue $ 7,849 $ 6,870 $ 19,518 $ 10,184 Operating expenses 13,781 11,758 13,727 15,200 Net income (loss) (5,574 ) (3,976 ) 6,115 (4,666 ) Basic and diluted net income (loss) per common share $ (0.15 ) $ (0.10 ) $ 0.16 $ (0.12 ) 2017 Quarter Ended (In thousands, except per share amounts) March 31 June 30 September 30 December 31 Total revenue $ 6,213 $ 6,195 $ 5,106 $ 20,640 Operating expenses 28,971 21,630 16,131 12,395 Net loss (22,608 ) (15,225 ) (10,692 ) 9,463 Basic and diluted net income (loss) per common share $ (0.61 ) $ (0.40 ) $ (0.28 ) $ 0.25 |
Organization - Additional Infor
Organization - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating segment | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Jan. 01, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net loss | $ (4,666,000) | $ 6,115,000 | $ (3,976,000) | $ (5,574,000) | $ 9,463,000 | $ (10,692,000) | $ (15,225,000) | $ (22,608,000) | $ (8,101,000) | $ (39,062,000) | $ (103,102,000) | ||
Net loss per common share, basic and diluted | $ (0.12) | $ 0.16 | $ (0.10) | $ (0.15) | $ 0.25 | $ (0.28) | $ (0.40) | $ (0.61) | $ (0.21) | $ (1.04) | $ (3.14) | ||
Impairment of long-lived assets | $ 0 | ||||||||||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 86,000 | 0 | $ 86,000 | $ 0 | ||||||||
Contract liability | 1,100,000 | 1,100,000 | 1,100,000 | ||||||||||
Decrease in deferred revenue | 44,421,000 | 36,045,000 | $ 21,272,000 | ||||||||||
Collaboration revenue | 10,184,000 | $ 19,518,000 | $ 6,870,000 | $ 7,849,000 | 20,640,000 | $ 5,106,000 | $ 6,195,000 | $ 6,213,000 | 44,421,000 | 38,154,000 | 25,153,000 | ||
ASU 2014-09 [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Decrease in accumulated deficit | $ 98,300,000 | ||||||||||||
Decrease in deferred revenue | 142,700,000 | ||||||||||||
ASU 2014-09 [Member] | Topic 605 [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net loss | 50,220,000 | ||||||||||||
ASU 2014-09 [Member] | Adjustment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net loss | 58,321,000 | ||||||||||||
Contract liability | 45,500,000 | ||||||||||||
Decrease in accumulated deficit | 98,300,000 | ||||||||||||
Decrease in deferred revenue | 98,300,000 | ||||||||||||
Collaboration Revenue [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Collaboration revenue | 44,421,000 | 36,016,000 | 21,277,000 | ||||||||||
Collaboration Revenue [Member] | ASU 2014-09 [Member] | Topic 605 [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Collaboration revenue | 102,742,000 | ||||||||||||
Collaboration Revenue [Member] | ASU 2014-09 [Member] | Adjustment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Collaboration revenue | 58,321,000 | ||||||||||||
Collaborative Arrangement [Member] | Collaboration Revenue [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Collaboration revenue | 44,421,000 | 38,154,000 | 25,153,000 | ||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Contract liability | $ 1,100,000 | 143,800,000 | 1,100,000 | 143,800,000 | 1,100,000 | ||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Topic 605 [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Contract liability | $ 143,800,000 | 143,800,000 | |||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | ASU 2014-09 [Member] | Adjustment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net loss | $ 7,700,000 | ||||||||||||
Net loss per common share, basic and diluted | $ 0.20 | ||||||||||||
Contract liability | 45,500,000 | ||||||||||||
Decrease in accumulated deficit | $ 98,300,000 | ||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Collaboration Revenue [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Collaboration revenue | $ 44,421,000 | $ 35,997,000 | $ 21,833,000 | ||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Collaboration Revenue [Member] | ASU 2014-09 [Member] | Adjustment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Collaboration revenue | $ 186,200,000 | ||||||||||||
Revenue [Member] | Customer Concentration [Member] | Celgene [Member] | Collaborative Arrangement [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk percentage of revenue represented by major customers | 100.00% | 94.00% | 87.00% | ||||||||||
Leasehold Improvements [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Description of property and equipment over estimated useful lives | shorter of their estimated useful lives or the remaining life of the lease at the time the asset is placed into service | ||||||||||||
Leasehold Improvements [Member] | Change in Estimated Useful Life of Property and Equipment Accounted for as Change in Accounting Estimate [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Change in accounting estimate | Company changed the estimated useful life of its leasehold improvements to better reflect the period during which these assets are expected to remain in service. The change in estimated useful life has been accounted for as a change in accounting estimate. The remaining carrying amounts of the leasehold improvements as of December 31, 2018 will be amortized prospectively over one year up to December 31, 2019. | ||||||||||||
Leasehold Improvements [Member] | Change in Estimated Useful Life of Property and Equipment Accounted for as Change in Accounting Estimate [Member] | Restatement Adjustment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment, Estimated useful life | 1 year | ||||||||||||
Net loss | $ 26,000 | ||||||||||||
Maximum [Member] | Property and Equipment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment, Estimated useful life | 5 years | ||||||||||||
Maximum [Member] | Leasehold Improvements [Member] | Change in Estimated Useful Life of Property and Equipment Accounted for as Change in Accounting Estimate [Member] | Restatement Adjustment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net loss per common share, basic and diluted | $ 0.01 | ||||||||||||
Minimum [Member] | Revenue [Member] | Customer Concentration [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Concentration risk percentage of revenue represented by major customers | 10.00% | ||||||||||||
Minimum [Member] | Property and Equipment [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property and equipment, Estimated useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Customer Concentration of Collaboration Revenue (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue [Member] | Customer Concentration [Member] | Celgene [Member] | Collaborative Arrangement [Member] | |||
Concentration Risk [Line Items] | |||
Collaborative research and development revenue, Percentage | 100.00% | 94.00% | 87.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Customer Concentration of Collaboration Revenue (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Minimum [Member] | Revenue [Member] | Customer Concentration [Member] | |
Concentration Risk [Line Items] | |
Concentration risk percentage of revenue represented by major customers | 10.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Impact of Adopting Topic 606 on Select Balance Sheets and Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2018 | |
Balance Sheets: | ||||||||||||
Deferred revenue, current portion | $ 3,697 | $ 82,193 | $ 3,697 | $ 82,193 | ||||||||
Deferred revenue, non-current portion | 61,645 | 61,645 | ||||||||||
Accumulated deficit | (361,786) | (452,007) | (361,786) | (452,007) | ||||||||
Statements of Operations: | ||||||||||||
Collaboration revenue | 10,184 | $ 19,518 | $ 6,870 | $ 7,849 | 20,640 | $ 5,106 | $ 6,195 | $ 6,213 | 44,421 | 38,154 | $ 25,153 | |
Income (loss) from operations | (10,045) | (40,973) | (103,387) | |||||||||
Net income (loss) | $ (4,666) | $ 6,115 | $ (3,976) | $ (5,574) | $ 9,463 | $ (10,692) | $ (15,225) | $ (22,608) | $ (8,101) | (39,062) | (103,102) | |
Net income (loss) per common shares, basic | $ (0.21) | |||||||||||
Net income (loss) per common shares, diluted | $ (0.21) | |||||||||||
Collaboration Revenue [Member] | ||||||||||||
Statements of Operations: | ||||||||||||
Collaboration revenue | $ 44,421 | $ 36,016 | $ 21,277 | |||||||||
ASU 2014-09 [Member] | ||||||||||||
Balance Sheets: | ||||||||||||
Deferred revenue, current portion | $ 30,894 | |||||||||||
Deferred revenue, non-current portion | 14,622 | |||||||||||
Accumulated deficit | (353,685) | |||||||||||
ASU 2014-09 [Member] | Adjustment [Member] | ||||||||||||
Balance Sheets: | ||||||||||||
Deferred revenue, current portion | (51,299) | |||||||||||
Deferred revenue, non-current portion | (47,023) | |||||||||||
Accumulated deficit | $ 98,322 | |||||||||||
Statements of Operations: | ||||||||||||
Income (loss) from operations | 58,321 | |||||||||||
Net income (loss) | $ 58,321 | |||||||||||
Net income (loss) per common shares, basic | $ 1.52 | |||||||||||
Net income (loss) per common shares, diluted | $ 1.51 | |||||||||||
ASU 2014-09 [Member] | Adjustment [Member] | Collaboration Revenue [Member] | ||||||||||||
Statements of Operations: | ||||||||||||
Collaboration revenue | $ 58,321 | |||||||||||
ASU 2014-09 [Member] | Balances without the adoption of Topic 606 [Member] | ||||||||||||
Statements of Operations: | ||||||||||||
Income (loss) from operations | 48,276 | |||||||||||
Net income (loss) | $ 50,220 | |||||||||||
Net income (loss) per common shares, basic | $ 1.31 | |||||||||||
Net income (loss) per common shares, diluted | $ 1.30 | |||||||||||
ASU 2014-09 [Member] | Balances without the adoption of Topic 606 [Member] | Collaboration Revenue [Member] | ||||||||||||
Statements of Operations: | ||||||||||||
Collaboration revenue | $ 102,742 |
Cash and Investments - Schedule
Cash and Investments - Schedule of Fair Value of Securities, Not Including Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash equivalents, Amortized Cost | $ 9,686 | $ 13,277 | $ 36,953 | $ 38,444 |
Total, Amortized Cost | 47,963 | 89,624 | ||
Total, Gross Unrealized Gains | 289 | |||
Total, Gross Unrealized Losses | (29) | |||
Total, Fair Value | 47,934 | 89,913 | ||
Short-term investments, Fair Value | 47,659 | 89,814 | ||
Total, Fair Value | 47,934 | 89,913 | ||
Cash Equivalents [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash equivalents, Fair Value | 275 | 99 | ||
Money Market Funds [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash equivalents, Amortized Cost | 275 | 99 | ||
Cash equivalents, Fair Value | 275 | 99 | ||
U.S. Treasury Bills [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Short-term investments, Amortized Cost | 47,688 | 89,525 | ||
Short-term investments, Gross Unrealized Gains | 289 | |||
Short-term investments, Gross Unrealized Losses | (29) | |||
Short-term investments, Fair Value | $ 47,659 | $ 89,814 |
Cash and Investments - Addition
Cash and Investments - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Available-for-sale Securities [Line Items] | ||||
Total cash, cash equivalents and short-term investments | $ 57,300,000 | $ 103,100,000 | ||
Cash and cash equivalents | 9,686,000 | 13,277,000 | $ 36,953,000 | $ 38,444,000 |
Short-term investments | 47,659,000 | $ 89,814,000 | ||
Realized gains or losses on available-for-sale securities | $ 0 | |||
Maximum [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Available for sale securities, contractual maturity period | 1 year |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Financial Assets and Liabilities Subject to Fair Value Measurements on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Assets fair value disclosure | $ 47,934 | $ 89,913 |
Level 1 [Member] | ||
Assets: | ||
Assets fair value disclosure | 275 | 99 |
Level 2 [Member] | ||
Assets: | ||
Assets fair value disclosure | 47,659 | 89,814 |
Money Market Funds [Member] | ||
Assets: | ||
Assets fair value disclosure | 275 | 99 |
Money Market Funds [Member] | Level 1 [Member] | ||
Assets: | ||
Assets fair value disclosure | 275 | 99 |
U.S. Treasury Bills [Member] | ||
Assets: | ||
Assets fair value disclosure | 47,659 | 89,814 |
U.S. Treasury Bills [Member] | Level 2 [Member] | ||
Assets: | ||
Assets fair value disclosure | $ 47,659 | $ 89,814 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2018USD ($) |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 |
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 |
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | $ 0 |
Property and Equipment, net - S
Property and Equipment, net - Schedule of Property and Equipment, net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,453 | $ 23,452 |
Less accumulated depreciation and amortization | (10,830) | (20,177) |
Property and equipment, net | 623 | 3,275 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,440 | 1,935 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 415 | 547 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,720 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,598 | $ 9,250 |
Property and Equipment, net - A
Property and Equipment, net - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||||||||||
Depreciation expense | $ 1,691,000 | $ 1,710,000 | $ 1,764,000 | |||||||||
Net loss | $ (4,666,000) | $ 6,115,000 | $ (3,976,000) | $ (5,574,000) | $ 9,463,000 | $ (10,692,000) | $ (15,225,000) | $ (22,608,000) | $ (8,101,000) | $ (39,062,000) | $ (103,102,000) | |
Net loss per common share, basic and diluted | $ (0.12) | $ 0.16 | $ (0.10) | $ (0.15) | $ 0.25 | $ (0.28) | $ (0.40) | $ (0.61) | $ (0.21) | $ (1.04) | $ (3.14) | |
Property and equipment net book value qualified as held for sale | $ 1,443,000 | $ 1,443,000 | ||||||||||
Impairment of long-lived assets held for sale | 0 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Net proceeds from sale of property and equipment classified as held for sale | $ 1,400,000 | |||||||||||
Laboratory Equipment [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Property and equipment net book value qualified as held for sale | $ 1,400,000 | 1,400,000 | ||||||||||
Leasehold Improvements [Member] | Change in Estimated Useful Life of Property and Equipment Accounted for as Change in Accounting Estimate [Member] | Restatement Adjustment [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Net loss | $ 26,000 | |||||||||||
Property and equipment estimated useful life | 1 year | |||||||||||
Leasehold Improvements [Member] | Maximum [Member] | Change in Estimated Useful Life of Property and Equipment Accounted for as Change in Accounting Estimate [Member] | Restatement Adjustment [Member] | ||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||
Net loss per common share, basic and diluted | $ 0.01 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Research and development related | $ 988 | $ 670 |
Compensation related | 1,809 | 2,733 |
Other | 1,571 | 537 |
Total accrued liabilities | $ 4,368 | $ 3,940 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leased Assets [Line Items] | |||||||
Operating lease, expiration date | 2028-05 | 2019-01 | |||||
Operating lease, additional period | 3 years | 3 years | |||||
Lease agreement for additional space termination date | Sep. 30, 2017 | ||||||
Tenant improvement allowance, total | $ 8 | ||||||
Rental expense | 2.3 | $ 2.4 | $ 1.6 | ||||
Rental expense, net of sublease income | $ 0.1 | ||||||
Redwood City, California | |||||||
Operating Leased Assets [Line Items] | |||||||
Sub lease rentals expiration year | 2,020 | ||||||
Scenario, Forecast | |||||||
Operating Leased Assets [Line Items] | |||||||
Aggregate sublease proceeds | $ 0.8 | $ 1.6 | |||||
Maximum | Redwood City, California | |||||||
Operating Leased Assets [Line Items] | |||||||
Sublease rentals term | 24 months | ||||||
Minimum | Redwood City, California | |||||||
Operating Leased Assets [Line Items] | |||||||
Sublease rentals term | 12 months | ||||||
Additional Office and Laboratory Space | |||||||
Operating Leased Assets [Line Items] | |||||||
Operating lease, additional period | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Minimum Annual Rental Payments under the Company's Non-cancelable Operating Lease Agreement (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 776 |
2,020 | 1,640 |
2,021 | 2,577 |
2,022 | 2,667 |
2,023 | 2,761 |
2024 and thereafter | 13,382 |
Total minimum payments | $ 23,803 |
License Agreement - Additional
License Agreement - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2004 | |
License Agreements [Line Items] | ||||
Up-front fee | $ 10,000 | |||
Common shares | 38,660,146 | 38,212,505 | ||
Royalties payments to licensor | $ 10,000,000 | |||
Legal costs | $ 27,000 | $ 32,000 | $ 69,000 | |
Common Stock [Member] | ||||
License Agreements [Line Items] | ||||
Common shares | 7,796 | |||
Nonvoting Common Stock [Member] | ||||
License Agreements [Line Items] | ||||
Additional common stock | 0.25% |
Collaborations - GSK Strategic
Collaborations - GSK Strategic Alliance - Additional Information (Detail) $ in Millions | Dec. 07, 2007USD ($)shares | Dec. 31, 2018Agreement |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Number Of Collaboration Agreements | Agreement | 3 | |
Number of collaboration agreements terminated | Agreement | 2 | |
GlaxoSmithKline [Member] | Collaborative Arrangement [Member] | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Effective date of termination | Oct. 28, 2017 | |
GlaxoSmithKline [Member] | Series B-2 Convertible Preferred Stock [Member] | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Initial payment received from collaboration arrangement | $ 35 | |
Number of shares issued | shares | 1,441,396 | |
Premium received on number of shares issued | $ 4.3 | |
Deferred revenue | $ 17.5 |
Collaborations - Company Recogn
Collaborations - Company Recognized Revenues from Collaboration Agreements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | $ 10,184 | $ 19,518 | $ 6,870 | $ 7,849 | $ 20,640 | $ 5,106 | $ 6,195 | $ 6,213 | $ 44,421 | $ 38,154 | $ 25,153 |
Collaboration Revenue [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 44,421 | 36,016 | 21,277 | ||||||||
Collaboration Revenue [Member] | Collaborative Arrangement [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 44,421 | 38,154 | 25,153 | ||||||||
Collaboration Revenue [Member] | Collaborative Arrangement [Member] | Celgene [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 44,421 | 35,588 | 20,053 | ||||||||
Collaboration revenue | 409 | 1,780 | |||||||||
Collaboration revenue | $ 44,421 | 35,997 | 21,833 | ||||||||
Collaboration Revenue [Member] | Collaborative Arrangement [Member] | GlaxoSmithKline [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 150 | 576 | |||||||||
Collaboration revenue | 3 | 639 | |||||||||
Collaboration revenue | 153 | 1,215 | |||||||||
Collaboration Revenue [Member] | Collaborative Arrangement [Member] | Bayer [Member] | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration revenue | 278 | 648 | |||||||||
Collaboration revenue | 1,726 | 1,457 | |||||||||
Collaboration revenue | $ 2,004 | $ 2,105 |
Collaborations - Celgene Strate
Collaborations - Celgene Strategic Alliance - Additional Information (Detail) $ / shares in Units, $ in Thousands | Jan. 01, 2018USD ($) | Dec. 31, 2013USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / shares | Sep. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Mar. 31, 2018USD ($)$ / shares | Dec. 31, 2017USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2018USD ($)Program$ / shares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Contract liability | $ 1,100 | $ 1,100 | $ 1,100 | ||||||||||||||
Collaboration revenue | 10,184 | $ 19,518 | $ 6,870 | $ 7,849 | $ 20,640 | $ 5,106 | $ 6,195 | $ 6,213 | 44,421 | $ 38,154 | $ 25,153 | ||||||
Decrease in net loss | $ (4,666) | $ 6,115 | $ (3,976) | $ (5,574) | $ 9,463 | $ (10,692) | $ (15,225) | $ (22,608) | $ (8,101) | $ (39,062) | $ (103,102) | ||||||
Decrease in net loss per common share, basic and diluted | $ / shares | $ (0.12) | $ 0.16 | $ (0.10) | $ (0.15) | $ 0.25 | $ (0.28) | $ (0.40) | $ (0.61) | $ (0.21) | $ (1.04) | $ (3.14) | ||||||
Collaboration Revenue [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Collaboration revenue | $ 44,421 | $ 36,016 | $ 21,277 | ||||||||||||||
ASU 2014-09 [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Decrease in accumulated deficit | $ 98,300 | ||||||||||||||||
Adjustment [Member] | ASU 2014-09 [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Contract liability | 45,500 | ||||||||||||||||
Decrease in accumulated deficit | 98,300 | ||||||||||||||||
Decrease in net loss | 58,321 | ||||||||||||||||
Adjustment [Member] | ASU 2014-09 [Member] | Collaboration Revenue [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Collaboration revenue | 58,321 | ||||||||||||||||
Collaborative Arrangement [Member] | Collaboration Revenue [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Collaboration revenue | 44,421 | 38,154 | 25,153 | ||||||||||||||
Celgene [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Deferred revenue | $ 2,600 | $ 2,600 | 2,600 | ||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Collaboration and Option Agreement date | Dec. 31, 2013 | ||||||||||||||||
Number of additional biologic program | Program | 2 | ||||||||||||||||
Upfront cash payment received | $ 155,000 | ||||||||||||||||
Issuance of common stock in connection with research and collaboration agreement | shares | 1,470,588 | ||||||||||||||||
Common stock price per share | $ / shares | $ 15.13 | ||||||||||||||||
Proceeds from issuance of common stock | $ 22,200 | ||||||||||||||||
Premium on closing price of common stock value | 1,700 | ||||||||||||||||
Common stock, fair market value | 20,500 | ||||||||||||||||
Non-refundable upfront cash payment received | $ 155,000 | ||||||||||||||||
Contract liability | 1,100 | $ 143,800 | $ 1,100 | 143,800 | $ 143,800 | 1,100 | |||||||||||
Reimbursement of research and development services costs | $ 2,500 | ||||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Collaboration Revenue [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Milestone payment previously received | 44,421 | 35,588 | 20,053 | ||||||||||||||
Collaboration revenue | 44,421 | $ 35,997 | $ 21,833 | ||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Adjustment [Member] | ASU 2014-09 [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Contract liability | 45,500 | ||||||||||||||||
Total consideration | 231,700 | ||||||||||||||||
Decrease in accumulated deficit | $ 98,300 | ||||||||||||||||
Decrease in net loss | $ 7,700 | ||||||||||||||||
Decrease in net loss per common share, basic and diluted | $ / shares | $ 0.20 | ||||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Adjustment [Member] | ASU 2014-09 [Member] | Collaboration Revenue [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Collaboration revenue | 186,200 | ||||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Etigilimab [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Future development milestone payments | 35,000 | $ 35,000 | 35,000 | ||||||||||||||
Additional contingent consideration for regulatory events | 402,500 | ||||||||||||||||
Milestone payment previously received | 2,500 | ||||||||||||||||
Payment receivable under agreement | $ 2,500 | ||||||||||||||||
Additional contingent consideration for post-option exercise development, regulatory events and sales milestones | 402,500 | ||||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Demcizumab [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Contract liability | $ 70,000 | ||||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Rosmantuzumab [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Payment receivable under agreement | $ 2,500 | ||||||||||||||||
Celgene [Member] | Collaborative Arrangement [Member] | Maximum [Member] | Etigilimab [Member] | |||||||||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||||||||
Additional contingent consideration for regulatory events | 440,000 | ||||||||||||||||
Future potential milestone payments | $ 437,500 | $ 437,500 | $ 437,500 |
Collaborations - Bayer Strategi
Collaborations - Bayer Strategic Alliance - Additional Information (Detail) - Bayer [Member] - USD ($) $ in Millions | Jun. 15, 2010 | Dec. 31, 2018 | Dec. 31, 2012 | Dec. 31, 2010 |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Collaboration and Option Agreement date | Jun. 15, 2010 | |||
Collaborative Arrangement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Milestone payments earned | $ 5 | $ 40 | ||
Effective date of termination | Jun. 16, 2017 | |||
Collaborative Arrangement [Member] | Small Molecules [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Future development milestone payments | $ 27 | |||
Contingent consideration payments for regulatory events | 15 | |||
Collaborative Arrangement [Member] | Small Molecules [Member] | Achievement of Specified Future Product Sales [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Contingent consideration payments for regulatory events | $ 70 |
Lonza Sales AG Agreement - Addi
Lonza Sales AG Agreement - Additional Information (Detail) - Lonza Sales AG [Member] | 12 Months Ended | ||||
Dec. 31, 2012USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2012GBP (£) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
License agreement, upfront payment recorded in research and development expense | $ 488,000 | ||||
Obligation to pay certain payments | $ 254,000 | $ 0 | $ 0 | $ 0 | £ 200,000 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | Aug. 23, 2016 | Jul. 17, 2013 | Jul. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2018 | Jan. 01, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options vesting original months | 7 years | |||||||
Common stock available for future issuance under plan | 9,311,000 | |||||||
Common stock subject to options outstanding | 4,145,000 | 5,217,000 | ||||||
Total fair value of options vested | $ 5,500,000 | $ 7,100,000 | $ 9,200,000 | |||||
Intrinsic value of options exercised | 1,400,000 | $ 800,000 | ||||||
Intrinsic value of options outstanding | $ 0 | $ 913,000 | ||||||
Options exercised, shares | 0 | |||||||
Weighted-average grant-date fair value, granted | $ 2.32 | $ 3.66 | $ 8.23 | |||||
At-the-Market Offering [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Net proceeds from sale of common stock | $ 1,701,000 | $ 4,739,000 | ||||||
At-the-Market Offering [Member] | Common Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares sold | 355,821 | 388,166 | ||||||
At-the-Market Offering [Member] | Cantor Fitzgerald & Co [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Weighted average price per share | $ 4.93 | $ 12.59 | ||||||
Net proceeds from sale of common stock | $ 1,700,000 | $ 4,700,000 | ||||||
At-the-Market Offering [Member] | Cantor Fitzgerald & Co [Member] | Common Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares sold | 355,821 | 388,166 | ||||||
Public Offering [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares sold | 6,325,000 | |||||||
Net proceeds from sale of common stock | $ 59,200,000 | $ 59,170,000 | ||||||
Public offering price per share | $ 10 | |||||||
Public Offering [Member] | Common Stock [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares sold | 6,325,000 | |||||||
Employees Stock Purchase Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock available for future issuance under plan | 1,510,518 | 350,000 | ||||||
Common stock shares authorized | 1,893,620 | |||||||
Common stock purchased at discount through payroll deductions | 15.00% | |||||||
Employee stock purchase plan, offering period | 6 months | |||||||
Shares purchased lower of the fair market value | 85.00% | |||||||
Common stock issued to employees under ESPP | 45,352 | 88,982 | 111,633 | |||||
Weighted-average price per share | $ 1.97 | $ 7.16 | $ 8.21 | |||||
Weighted-average grant-date fair value, granted | $ 1.54 | $ 3.39 | $ 5.06 | |||||
Unrecognized stock-based compensation expense | $ 2,000 | |||||||
Estimated weighted-average period | 2 months 12 days | |||||||
Restricted Stock Units [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Total fair value of RSUs vested | $ 1,800,000 | $ 6,400,000 | $ 2,200,000 | |||||
Intrinsic value of non-vested RSUs | $ 200,000 | |||||||
Weighted-average grant-date fair value, granted | $ 2.29 | |||||||
Unrecognized stock-based compensation expense | $ 800,000 | |||||||
Estimated weighted-average period | 1 year | |||||||
Unvested Stock Options [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | $ 4,300,000 | |||||||
Estimated weighted-average period | 2 years 6 months | |||||||
Maximum [Member] | At-the-Market Offering [Member] | Cantor Fitzgerald & Co [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock value under sales agreement | $ 30,000,000 | |||||||
2004 Stock Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units vesting period | 5 years | |||||||
Stock options vesting description | Stock options granted generally vest over a period of five years from the date of grant, with 20% of the total grant vesting on the first anniversary of the option vesting commencement date and 1/48 of the remaining grant vesting each month thereafter. | |||||||
Stock options vesting original months | 48 months | |||||||
Common stock available for future issuance under plan | 90,125 | |||||||
Common stock subject to options outstanding | 310,453 | |||||||
2004 Stock Incentive Plan [Member] | First Anniversary [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options vesting, percentage | 20.00% | |||||||
2013 Equity Incentive Award Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units vesting period | 4 years | |||||||
Stock options vesting description | Stock options granted generally vest over a period of four years from the date of grant, with 25% of the total grant vesting on the first anniversary of the option vesting commencement date and 1/48th of the original grant vesting each month thereafter for stock options granted upon hiring, and with 1/48th of the total grant vesting each month after the option vesting commencement date for any stock options granted after the hiring date. | |||||||
Stock options vesting original months | 48 months | |||||||
Common stock available for future issuance under plan | 500,000 | 1,500,000 | ||||||
Exercise price of option, percentage | 100.00% | |||||||
Common stock shares authorized | 8,217,239 | |||||||
Common stock subject to options and restricted stock units outstanding | 4,140,554 | |||||||
2013 Equity Incentive Award Plan [Member] | Stock Plan, Annual Increase of Shares 2014 to 2023 [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Increase in common stock | 1,500,000 | |||||||
Percentage of common stock outstanding as-converted basis | 4.00% | |||||||
2013 Equity Incentive Award Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Term of options from the grant date | 10 years | |||||||
2013 Equity Incentive Award Plan [Member] | Greater than 10% Stockholder [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Restricted stock units vesting period | 5 years | |||||||
Exercise price of option, percentage | 110.00% | |||||||
Percentage of incentive stock option granted | 10.00% | |||||||
2013 Equity Incentive Award Plan [Member] | First Anniversary [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options vesting, percentage | 25.00% |
Stockholder's Equity - Summary
Stockholder's Equity - Summary of Common Stock Reserved for Future Issuance (Detail) - shares | Dec. 31, 2018 | Jan. 01, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuances | 9,311,000 | |
Stock Options And RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuances | 4,451,000 | |
Equity Award Grants [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuances | 3,350,000 | |
Employees Stock Purchase Plan [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total common stock reserved for future issuances | 1,510,518 | 350,000 |
Stockholder's Equity - Summar_2
Stockholder's Equity - Summary of Stock Option Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Option Outstanding, Number of shares, Beginning Balance | 5,217,000 | |
Stock Option Outstanding, Number of shares, Granted | 1,744,000 | |
Stock Option Outstanding, Number of shares, Exercised | 0 | |
Stock Option Outstanding, Number of shares, Forfeited | (2,816,000) | |
Stock Option Outstanding, Number of shares, Ending Balance | 4,145,000 | 5,217,000 |
Stock Option Outstanding, Number of shares, Options vested and expected to vest—December 31, 2018 | 3,945,000 | |
Stock Option Outstanding, Number of shares, Options exercisable—December 31, 2018 | 2,542,000 | |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Beginning Balance | $ 10.70 | |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Granted | 3.34 | |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Exercised | 0 | |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Forfeited | 8.69 | |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Ending Balance | 8.96 | $ 10.70 |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Options vested and expected to vest—December 31, 2018 | 8.88 | |
Stock Option Outstanding, Weighted Average Exercise Price per Share, Options exercisable—December 31, 2018 | $ 11.44 | |
Stock Option Outstanding, Weighted Average Remaining Contractual Life, Outstanding | 6 years 4 months 24 days | 5 years 7 months 6 days |
Stock Option Outstanding, Weighted Average Remaining Contractual Life, Options vested and expected to vest—December 31, 2018 | 7 years | |
Stock Option Outstanding, Weighted Average Remaining Contractual Life, Options exercisable—December 31, 2018 | 5 years 2 months 12 days | |
Stock Option Outstanding, Aggregate Intrinsic Value | $ 0 | $ 913,000 |
Stockholder's Equity - Summar_3
Stockholder's Equity - Summary of RSU Activity (Detail) - Restricted Stock Units [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Restricted Stock Units Outstanding, Number of shares, Beginning Balance | 880 | |
Restricted Stock Units Outstanding, Number of shares, Awarded | 70 | |
Restricted Stock Units Outstanding, Number of shares, Released | (402) | |
Restricted Stock Units Outstanding, Number of shares, Forfeited | (242) | |
Restricted Stock Units Outstanding, Number of shares, Ending Balance | 306 | 880 |
Restricted Stock Units Outstanding, Weighted Average Grant Date Fair Value per Share, Beginning Balance | $ 5.33 | |
Restricted Stock Units Outstanding, Weighted Average Grant Date Fair Value per Share, Awarded | 2.29 | |
Restricted Stock Units Outstanding, Weighted Average Grant Date Fair Value per Share, Released | 4.57 | |
Restricted Stock Units Outstanding, Weighted Average Grant Date Fair Value per Share, Forfeited | 5.60 | |
Restricted Stock Units Outstanding, Weighted Average Grant Date Fair Value per Share, Ending Balance | $ 5.41 | $ 5.33 |
Restricted Stock Units Outstanding, Weighted Average Remaining Contractual Life | 1 year | 1 year 3 months 18 days |
Restricted Stock Units Outstanding, Aggregate Intrinsic Value | $ 229 | $ 3,606 |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $ 6,842 | $ 9,414 | $ 11,131 |
Research and Development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 3,380 | 4,886 | 5,892 |
General and Administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 3,397 | 4,522 | $ 5,239 |
Restructuring Charges [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $ 65 | $ 6 |
Stockholder's Equity - Assumpti
Stockholder's Equity - Assumptions Used for Determining Fair Value of Stock Options Using Black-Scholes Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Weighted-average volatility | 78.10% | 75.80% | 71.90% |
Weighted-average expected term (years) | 6 years 2 months 12 days | 6 years 2 months 12 days | 5 years 9 months 18 days |
Risk-free interest rate | 2.60% | 2.20% | 1.50% |
Expected dividend yield |
Stockholder's Equity - Assump_2
Stockholder's Equity - Assumptions Used for Determining Fair Value of Stock Purchase Rights Granted under Company's ESPP Using Black-Scholes Valuation Model (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average volatility | 78.10% | 75.80% | 71.90% |
Weighted-average expected term (years) | 6 years 2 months 12 days | 6 years 2 months 12 days | 5 years 9 months 18 days |
Risk-free interest rate | 2.60% | 2.20% | 1.50% |
Expected dividend yield | |||
Employees Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average expected term (years) | 6 months | 6 months | 6 months |
Expected dividend yield | |||
Employees Stock Purchase Plan [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average volatility | 66.50% | 54.00% | 45.40% |
Risk-free interest rate | 1.10% | 0.47% | 0.26% |
Employees Stock Purchase Plan [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average volatility | 93.70% | 93.70% | 104.50% |
Risk-free interest rate | 2.28% | 1.10% | 0.50% |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Detail) - USD ($) | Dec. 01, 2018 | Apr. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Restructuring Cost And Reserve [Line Items] | |||||
Restructuring charges | $ 1,851,000 | $ 2,527,000 | |||
2018 Restructuring [Member] | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Restructuring charges | $ 1,900,000 | ||||
Percentage of reduction in workforce | 75.00% | ||||
Restructuring plan, description | Under the 2018 restructuring plan, the Company recorded $1.9 million of restructuring charges consisting of one-time severance payments and other employee related costs, and other charges during the fourth quarter of 2018. Restructuring charges are included in operating expenses in the statement of operations. The restructuring plan is ongoing and the Company expects to complete the actions associated with the restructuring in the first quarter of 2019. | ||||
2017 Restructuring [Member] | |||||
Restructuring Cost And Reserve [Line Items] | |||||
Restructuring charges | $ 0 | $ 2,500,000 | |||
Percentage of reduction in workforce | 48.00% | ||||
Restructuring plan, description | Under the 2017 restructuring plan, the Company recorded $2.5 million in restructuring charges consisting of one-time severance payments and other employee related costs, and other charges during the year ended December 31, 2017. Restructuring charges are included in operating expenses in the statement of operations. The Company has substantially completed this plan and paid the restructuring cost at the end of the fourth quarter of 2017. |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring And Related Activities [Abstract] | ||
Balance as of December 31, 2017 | $ 6 | |
Costs incurred | 1,851 | $ 2,527 |
Less cash payments | (572) | |
Less non-cash settlements | (65) | |
Balance as of December 31, 2018 | $ 1,220 | $ 6 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | |||||
Income tax provision (benefit) | $ (382,000) | $ (1,083,000) | $ 14,000 | ||
Decrease in valuation allowance | $ 19,600,000 | $ 32,100,000 | |||
Federal corporate income tax rate | 21.00% | 35.00% | 35.00% | ||
Income tax benefit | $ (1,100,000) | ||||
Alternative minimum tax refundable period | 12 months | ||||
Alternative minimum tax carryforwards | $ 1,500,000 | ||||
Impact on income tax provision of unrecognized tax benefits, if recognized | 15,900,000 | 16,200,000 | $ 15,900,000 | ||
Significant changes in unrecognized tax benefits reasonably possible in following 12 months | 0 | ||||
Interest and penalties related to unrecognized tax benefits | 15,000 | $ 14,000 | |||
Income tax benefit resulting from lapse of statute of limitations | 86,000 | ||||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 86,000 | $ 0 | $ 86,000 | ||
Internal Revenue Code [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Cumulative change in ownership percentage | 5.00% | ||||
Minimum percentage of change in ownership of shareholders over rolling period | 50.00% | ||||
Rolling period of ownership change | 3 years | ||||
Federal [Member] | Tax Year 2018 [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforward | $ 228,600,000 | ||||
Net operating loss carryforwards, indefinite carryforward | $ 39,100,000 | ||||
Operating loss carryforwards, expiration year | 2,023 | ||||
Federal [Member] | Orphan drug credit [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, expiration year | 2,034 | ||||
Aggregate tax credit carryforwards | $ 39,300,000 | ||||
Federal [Member] | Research and Development Tax Credit Carryforwards [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, expiration year | 2,025 | ||||
Aggregate tax credit carryforwards | $ 25,400,000 | ||||
State [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Net operating loss carryforward | $ 97,200,000 | ||||
Operating loss carryforwards, expiration year | 2,028 | ||||
State [Member] | Research and Development Tax Credit Carryforwards [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Aggregate tax credit carryforwards | $ 19,800,000 | ||||
Tax credit carryforward description | California research and development credits have no expiration date. |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ (383) | $ (1,084) | $ 13 |
State | 1 | 1 | 1 |
Total | (382) | (1,083) | 14 |
Deferred: | |||
Income tax provision (benefit) | $ (382) | $ (1,083) | $ 14 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax at statutory federal rate | 21.00% | 35.00% | 35.00% |
State tax—net of federal benefit | 9.00% | 1.00% | 1.00% |
Tax credits | 18.00% | 12.00% | 8.00% |
Stock compensation | (25.00%) | (7.00%) | (2.00%) |
Change in valuation allowance | (13.00%) | 90.00% | (42.00%) |
Transaction costs | (4.00%) | ||
Impact of corporate rate change on deferred taxes | (129.00%) | ||
Other | (1.00%) | 1.00% | |
Income tax (provision) benefit | 5.00% | 3.00% |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 63,011 | $ 54,931 |
Accruals | 733 | 643 |
Tax credit carryovers | 65,719 | 63,406 |
Deferred revenue | 778 | 30,259 |
Other | 3,049 | 3,643 |
Gross deferred tax assets | 133,290 | 152,882 |
Valuation allowance | $ (133,290) | $ (152,882) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 16,658 | $ 14,260 | $ 10,022 |
Increase related to current year tax provision | 628 | 2,398 | 4,238 |
Decrease related to prior year tax provision | (297) | ||
Balance at end of year | $ 16,989 | $ 16,658 | $ 14,260 |
Net Loss per Common Share - Out
Net Loss per Common Share - Outstanding Common Stock Equivalents Excluded from Computation of Diluted Net Loss per Common Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding shares of common stock equivalents | 4,451 | 6,097 | 4,901 |
Options to purchase common stock [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding shares of common stock equivalents | 4,145 | 5,217 | 4,325 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding shares of common stock equivalents | 306 | 880 | 576 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data - Summary of Selected Quarterly Results from Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||||||||
Total revenue | $ 10,184 | $ 19,518 | $ 6,870 | $ 7,849 | $ 20,640 | $ 5,106 | $ 6,195 | $ 6,213 | $ 44,421 | $ 38,154 | $ 25,153 |
Operating expenses | 15,200 | 13,727 | 11,758 | 13,781 | 12,395 | 16,131 | 21,630 | 28,971 | 54,466 | 79,127 | 128,540 |
Net income (loss) | $ (4,666) | $ 6,115 | $ (3,976) | $ (5,574) | $ 9,463 | $ (10,692) | $ (15,225) | $ (22,608) | $ (8,101) | $ (39,062) | $ (103,102) |
Basic and diluted net income (loss) per common share | $ (0.12) | $ 0.16 | $ (0.10) | $ (0.15) | $ 0.25 | $ (0.28) | $ (0.40) | $ (0.61) | $ (0.21) | $ (1.04) | $ (3.14) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Redwood City, California - USD ($) $ in Millions | 1 Months Ended | |
Jan. 31, 2019 | Oct. 31, 2018 | |
Subsequent Event [Line Items] | ||
Sub lease rentals expiration year | 2,020 | |
Subsequent Event | Office Facility | ||
Subsequent Event [Line Items] | ||
Sublease rentals term | 12 months | |
Sub lease rentals expiration year | 2,019 | |
Aggregate sublease proceeds | $ 0.8 |