Ironwood Pharmaceuticals (IRWD) 10-Q 5 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 30, 2015
Entity Registrant Name	IRONWOOD PHARMACEUTICALS INC
Entity Central Index Key	1,446,847
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Class A common stockholders
Entity Common Stock, Shares Outstanding		126,987,217
Class B common stock
Entity Common Stock, Shares Outstanding		15,795,479

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 248,077	$ 74,297
Available-for-sale securities	214,229	174,037
Accounts receivable	2,570	10
Related party accounts receivable, net	34,401	25,829
Inventory	0	4,954
Prepaid expenses and other current assets	6,502	9,180
Total current assets	505,779	288,307
Restricted cash	8,747	8,147
Property and equipment, net	23,183	29,826
Convertible note hedges	72,494
Other assets	3,223	3,042
Total assets	613,426	329,322
Current liabilities:
Accounts payable and related party accounts payable, net	5,904	9,762
Accrued research and development costs	2,635	3,574
Accrued expenses and other current liabilities	24,578	22,612
Current portion of capital lease obligations	2,325	1,152
Current portion of deferred rent	5,026	4,992
Current portion of deferred revenue	7,191	7,191
Current portion of PhaRMA notes payable	20,121	11,258
Total current liabilities	67,780	60,541
Capital lease obligations, net of current portion	1,068	2,571
Deferred rent, net of current portion	7,714	10,522
Deferred revenue, net of current portion	3,596	8,989
Note hedge warrants	62,976
Convertible senior notes	217,408
PhaRMA notes payable, net of current portion	141,781	$ 158,147
Other liabilities	$ 10,645
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value, 75,000,000 shares authorized, no shares issued and outstanding
Additional paid-in capital	$ 1,196,345	$ 1,055,876
Accumulated deficit	(1,096,078)	(967,446)
Accumulated other comprehensive income (loss)	48	(19)
Total stockholders' equity	100,458	88,552
Total liabilities and stockholders' equity	613,426	329,322
Class A common stockholders
Stockholders' equity:
Common stock	127	125
Class B common stock
Stockholders' equity:
Common stock	$ 16	$ 16

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	75,000,000	75,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A common stockholders
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	126,820,615	124,915,658
Common stock, shares outstanding	126,820,615	124,915,658
Class B common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	15,841,444	15,907,272
Common stock, shares outstanding	15,841,444	15,907,272

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statements of Operations
Collaborative arrangements revenue	$ 39,572	$ 16,918	$ 96,248	$ 38,363
Cost and expenses:
Cost of revenue			12	3,548
Write-down of inventory to net realizable value and loss on non-cancelable purchase commitments	9,488		17,638	8,894
Research and development	25,830	25,122	81,119	74,408
Selling, general and administrative	30,439	28,535	93,740	87,758
Total cost and expenses	65,757	53,657	192,509	174,608
Loss from operations	(26,185)	(36,739)	(96,261)	(136,245)
Other (expense) income:
Interest expense	(10,021)	(5,320)	(21,115)	(15,906)
Interest and investment income	156	71	292	180
Loss on derivatives	(11,340)		(11,548)
Other expense, net	(21,205)	(5,249)	(32,371)	(15,726)
Net loss	$ (47,390)	$ (41,988)	$ (128,632)	$ (151,971)
Net loss per share - basic and diluted	$ (0.33)	$ (0.30)	$ (0.91)	$ (1.12)
Weighted average number of common shares used in net loss per share - basic and diluted:	142,473	139,234	141,954	135,799

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statements of Comprehensive Loss
Net loss	$ (47,390)	$ (41,988)	$ (128,632)	$ (151,971)
Other comprehensive income:
Unrealized gains on available-for-sale securities	26	22	67	23
Total other comprehensive income	26	22	67	23
Comprehensive loss	$ (47,364)	$ (41,966)	$ (128,565)	$ (151,948)

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net loss	$ (128,632)	$ (151,971)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	8,831	9,379
Share-based compensation expense	18,969	17,622
Change in fair value of note hedge warrants	(7,873)
Change in fair value of convertible note hedges	19,421
Write-down of inventory to net realizable value and loss on non-cancelable purchase commitments	17,638	8,894
Loss on facility subleases		2,573
Accretion of discount/ premium on investment securities	722	824
Non-cash interest expense	4,599	1,201
Changes in assets and liabilities:
Accounts receivable and related party accounts receivable	(11,132)	(12,527)
Restricted cash	(600)
Prepaid expenses and other current assets	2,722	(5,329)
Inventory		224
Other assets	(181)	(240)
Accounts payable, related party accounts payable and accrued expenses	(2,946)	2,820
Accrued research and development costs	(939)	(1,356)
Deferred revenue	(5,393)	(2,752)
Deferred rent	(2,774)	(2,146)
Net cash used in operating activities	(87,568)	(132,784)
Cash flows from investing activities:
Purchases of available-for-sale securities	(252,865)	(240,864)
Sales and maturities of available-for-sale securities	212,018	148,483
Purchases of property and equipment	(3,256)	(2,499)
Proceeds from sale of property and equipment	37
Net cash used in investing activities	(44,066)	(94,880)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes	335,699
Proceeds from issuance of common stock		190,428
Proceeds from issuance of note hedge warrants	70,849
Purchase of convertible note hedges	(91,915)
Costs associated with issuance of convertible senior notes	(11,682)
Proceeds from exercise of stock options and employee stock purchase plan	11,874	13,805
Payments on capital lease	(964)	(790)
Principal payments on PhaRMA notes	(8,447)
Net cash provided by financing activities	305,414	203,443
Net increase (decrease) in cash and cash equivalents	173,780	(24,221)
Cash and cash equivalents, beginning of period	74,297	75,490
Cash and cash equivalents, end of period	$ 248,077	$ 51,269

Nature of Business

Nature of Business	9 Months Ended
	Sep. 30, 2015
Nature of Business
Nature of Business	1. Nature of Business Overview Ironwood Pharmaceuticals, Inc. (the “Company”) is an entrepreneurial pharmaceutical company focused on creating medicines that make a difference for patients, building value to earn the continued support of its fellow shareholders, and empowering its team to passionately pursue excellence. The Company’s core strategy is to establish a leading gastrointestinal (“GI”) therapeutics company, leveraging its development and commercial capabilities in addressing GI disorders as well as its pharmacologic expertise in guanylate cyclase (“GC”) pathways. The Company has one marketed product, linaclotide, which is available in the United States (“U.S.”) and Mexico under the trademarked name LINZESS® and is available in certain European countries and Canada under the trademarked name CONSTELLA®. Linaclotide is also being developed and commercialized in other parts of the world by certain of the Company’s partners. In August 2012, the U.S. Food and Drug Administration (“FDA”) approved LINZESS as a once-daily treatment for adult men and women suffering from irritable bowel syndrome with constipation (“IBS-C”) or chronic idiopathic constipation (“CIC”). The Company and Allergan plc (together with its affiliates, “Allergan”), formerly Actavis plc, began commercializing LINZESS in the U.S. in December 2012. In November 2012, the European Commission granted marketing authorization to CONSTELLA for the symptomatic treatment of moderate to severe IBS-C in adults. CONSTELLA is the first, and to date, only drug approved in the European Union (“E.U.”) for IBS-C. The Company’s former European partner, Almirall, S.A. (“Almirall”), began commercializing CONSTELLA in Europe in the second quarter of 2013. In October 2015, Almirall transferred its exclusive license to develop and commercialize linaclotide in Europe to Allergan. Currently, CONSTELLA is commercially available in certain European countries, including the United Kingdom, Italy and Spain. In May 2014, Almirall suspended commercialization of CONSTELLA in Germany following an inability to reach agreement with the German National Association of Statutory Health Insurance Funds on a reimbursement price that reflects the innovation and value of CONSTELLA. Allergan is assessing all possibilities to facilitate continued access to CONSTELLA for appropriate patients in Germany. In December 2013 and February 2014, linaclotide was approved in Canada and Mexico, respectively, as a treatment for adult women and men suffering from IBS-C or CIC. Allergan has exclusive rights to commercialize linaclotide in Canada as CONSTELLA and, through a sublicense from Allergan, Almirall had exclusive rights to commercialize linaclotide in Mexico as LINZESS. In May 2014, Allergan began commercializing CONSTELLA in Canada and in June 2014, Almirall began commercializing LINZESS in Mexico. In October 2015, Almirall and Allergan terminated the sublicense arrangement with respect to Mexico, returning the exclusive rights to commercialize linaclotide in Mexico to Allergan. Astellas Pharma Inc. (“Astellas”), the Company’s partner in Japan, is developing linaclotide for the treatment of patients with IBS-C and chronic constipation in its territory. In October 2014, Astellas initiated a double-blind, placebo-controlled Phase III clinical trial of linaclotide in adult patients with IBS-C. In October 2012, the Company entered into a collaboration agreement with AstraZeneca AB (“AstraZeneca”) to co-develop and co-commercialize linaclotide in China, Hong Kong and Macau, with AstraZeneca having primary responsibility for the local operational execution. In July 2015, the Company and AstraZeneca reported positive top-line data from a double-blind, placebo-controlled Phase III clinical trial of linaclotide in adult patients with IBS-C. The Company continues to assess alternatives to bring linaclotide to IBS-C and CIC sufferers in the parts of the world outside of its partnered territories. The Company and Allergan are also exploring development opportunities to enhance the clinical profile of LINZESS by seeking to expand its utility in its indicated populations, as well as studying linaclotide in additional indications and populations and in new formulations to assess its potential to treat various GI conditions. In October 2015, as part of this strategy, the Company and Allergan reported positive top-line results from a Phase III clinical trial in the U.S. evaluating a 72 mcg dose of linaclotide in adult patients with CIC. If approved, the 72 mcg dose and the currently approved 145 mcg dose would provide a broader range of treatment options to physicians and adult CIC patients in the U.S. In addition to linaclotide-based opportunities, the Company is advancing multiple GI development programs as well as further leveraging the pharmacological expertise in GC pathways that it established through the development of linaclotide, a guanylate cyclase type-C agonist, to advance a second GC program targeting soluble guanylate cyclase (“sGC”). sGC is a validated mechanism with the potential for broad therapeutic utility and multiple opportunities for product development in cardiovascular disease and other indications. In June 2015, the Company issued approximately $335.7 million in aggregate principal amount of 2.25% Convertible Senior Notes due 2022 (the “2022 Notes”). The Company received net proceeds of approximately $324.0 million from the sale of the 2022 Notes, after deducting fees and expenses of approximately $11.7 million (Note 9). Basis of Presentation The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain financial statement items have been reclassified to conform to the current period presentation. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on February 18, 2015 (the “2014 Annual Report on Form 10-K”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position as of September 30, 2015, and the results of its operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Ironwood Pharmaceuticals, Inc. and its wholly owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH. All intercompany transactions and balances are eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company’s management evaluates its estimates, including those related to revenue recognition, available-for-sale securities, inventory valuation and related reserves, impairment of long-lived assets, initial valuation procedures for the issuance of convertible notes, fair value of derivatives, balance sheet classification of notes payable and convertible notes, income taxes including the valuation allowance for deferred tax assets, research and development expense, contingencies and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” in the Company’s 2014 Annual Report on Form 10-K. Deferred Financing Costs On April 7, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in an entity’s balance sheet as a direct deduction from the associated debt liability. While the standard is retrospectively effective for annual reporting periods beginning after December 15, 2015, early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company elected early adoption in the three months ended June 30, 2015, which resulted in a balance sheet reclassification of issuance costs in connection with the 11% PhaRMA Notes due 2024 (the “PhaRMA Notes”) of approximately $1.4 million recorded in prepaid expenses and other current assets and approximately $2.8 million in other assets to a reduction in PhaRMA notes payable as of December 31, 2014. The financing costs incurred in connection with the issuance of the Company’s 2022 Notes were recorded as a reduction in the carrying value of such debt. The Company’s adoption of this standard did not have a significant impact on its results of operations or cash flows for the three or nine months ended September 30, 2015. Derivative Assets and Liabilities In June 2015, in connection with the issuance of the 2022 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedges”). Concurrently with entering into the Convertible Note Hedges, the Company also entered into certain warrant transactions in which it sold note hedge warrants (the “Note Hedge Warrants”) to the Convertible Note Hedge counterparties to acquire 20,249,665 shares of the Company’s Class A common stock, subject to customary anti-dilution adjustments (Note 9). These instruments were assessed by the Company to be derivative financial instruments, as it was determined that the instruments meet the criteria for classification as derivatives under Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”). The derivatives are recorded as assets or liabilities at fair value using the Black-Scholes option pricing model, and the changes in fair value are immediately recorded as a component of other (expense) income in the Condensed Consolidated Statements of Operations, as the derivatives had not been formally designated as hedges for accounting purposes in accordance with ASC 815. New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition , and most industry-specific guidance. The new standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. Early adoption is permitted beginning after December 15, 2016, including interim reporting periods within those years. The Company is currently evaluating the potential impact that ASU 2014-09 may have on its financial position and results of operations. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which amends ASC Topic 350, Intangibles — Goodwill and Other — Internal Use Software . Under this standard, if a cloud computing arrangement includes a software license, the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is not permitted. The Company does not expect adoption of this standard to have a significant impact on the Company’s financial position or results of operations. The Company did not adopt any other new accounting pronouncements during the three or nine months ended September 30, 2015 that had a material effect on the Company’s condensed consolidated financial statements.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2015
Net Loss Per Share
Net Loss Per Share	2. Net Loss Per Share Basic and diluted net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. In June 2015, in connection with the issuance of approximately $335.7 million in aggregate principal amount of the 2022 Notes, the Company entered into the Convertible Note Hedges. The Convertible Note Hedges are generally expected to reduce the potential dilution to the Company’s Class A common stockholders upon conversion of the 2022 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2022 Notes in the event that the market price per share of the Company’s Class A common stock, as measured under the terms of the Convertible Note Hedges, is greater than the conversion price of the 2022 Notes (Note 9). The Convertible Note Hedges are not considered for purposes of calculating the number of diluted weighted average shares outstanding, as their effect would be antidilutive. Concurrently with entering into the Convertible Note Hedges, the Company also entered Note Hedge Warrants to the Convertible Note Hedge counterparties to acquire 20,249,665 shares of the Company’s Class A common stock, subject to customary anti-dilution adjustments. The Note Hedge Warrants could have a dilutive effect on the Class A common stock to the extent that the market price per share of the Class A common stock exceeds the applicable strike price of such warrants (Note 9). The following table sets forth potential common shares subject to repurchase and issuable upon the exercise of outstanding options, the exercise of the Note Hedge Warrants, the vesting of restricted stock units and the conversion of the 2022 Notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as their effect would be anti-dilutive (in thousands): Nine Months Ended September 30, 2015 2014 Options to purchase common stock Shares subject to repurchase Restricted stock units — Note hedge warrants — 2022 Notes — The number of shares issuable under the Company’s employee stock purchase plan that were excluded from the calculation of diluted weighted average shares outstanding because their effects would be anti-dilutive was insignificant.

Collaboration and License Agree

Collaboration and License Agreements	9 Months Ended
	Sep. 30, 2015
Collaboration and License Agreements
Collaboration and License Agreements	3. Collaboration and License Agreements At September 30, 2015, the Company had linaclotide collaboration agreements with Allergan and AstraZeneca, and linaclotide license agreements with Almirall and Astellas. The Company also had a co-promotion agreement with Exact Sciences Corp. (“Exact Sciences”) to co-promote Cologuard ® and a separate co-promotion agreement with Allergan to co-promote VIBERZI™. The following table provides amounts included in the Company’s consolidated statements of operations as collaborative arrangements revenue attributable to transactions from these arrangements (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Allergan plc $ $ $ $ AstraZeneca AB Almirall, S.A. Astellas Pharma Inc. Exact Sciences Corp. — — Total collaborative arrangements revenue $ $ $ $ Allergan plc In September 2007, the Company entered into a collaboration agreement with Allergan to develop and commercialize linaclotide for the treatment of IBS-C, CIC and other GI conditions in North America. Under the terms of this collaboration agreement, the Company shares equally with Allergan all development costs as well as net profits or losses from the development and sale of linaclotide in the U.S. The Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. Allergan is solely responsible for the further development, regulatory approval and commercialization of linaclotide in those countries and funding any costs. In September 2012, Allergan sublicensed its commercialization rights in Mexico to Almirall. In October 2015, Almirall and Allergan terminated the sublicense arrangement with respect to Mexico, returning the exclusive rights to commercialize linaclotide in Mexico to Allergan. Allergan made non-refundable, up-front payments totaling $70.0 million to the Company in order to obtain rights to linaclotide in North America. Because the license to jointly develop and commercialize linaclotide did not have a standalone value without research and development activities provided by the Company, the Company recorded the up-front license fee as collaborative arrangements revenue on a straight-line basis through September 30, 2012, the period over which linaclotide was jointly developed under the collaboration. The collaboration agreement for North America also includes contingent milestone payments, as well as a contingent equity investment, based on the achievement of specific development and commercial milestones. At September 30, 2015, $205.0 million in license fees and development milestone payments had been received by the Company, as well as a $25.0 million equity investment in the Company’s capital stock. The Company can also achieve up to $100.0 million in a sales-related milestone if certain conditions are met. The collaboration agreement for North America included a contingent equity investment, in the form of a forward purchase contract, which required Allergan to purchase shares of the Company’s convertible preferred stock upon achievement of a specific development milestone. At the inception of the arrangement, the Company valued the contingent equity investment and recorded an approximately $9.0 million asset and incremental deferred revenue. The $9.0 million of incremental deferred revenue was recognized as collaborative arrangements revenue on a straight-line basis over the period of the Company’s continuing involvement through September 30, 2012. In July 2009, the Company achieved the development milestone triggering the equity investment and reclassified the forward purchase contract as a reduction to convertible preferred stock. On September 1, 2009, the Company issued 2,083,333 shares of convertible preferred stock to Allergan (Note 11). The Company achieved all six development milestones under this agreement totaling $135.0 million, which were recognized through September 2012. The remaining milestone payment that could be received from Allergan upon the achievement of sales targets will be recognized as collaborative arrangements revenue as earned. As a result of the research and development cost-sharing provisions of the collaboration, the Company offset approximately $2.9 million and approximately $14.8 million against research and development costs during the three and nine months ended September 30, 2015, respectively, and approximately $1.2 million and approximately $3.3 million during the three and nine months ended September 30, 2014, respectively, to reflect each Company’s obligation under the collaboration to bear half of the development costs incurred. In addition, in March 2015, the Company and Allergan agreed to share certain costs relating to the manufacturing of linaclotide active pharmaceutical ingredient (“API”) and certain other manufacturing activities. This arrangement resulted in net amounts received from Allergan of approximately $4.3 million for costs incurred in prior periods, which were recorded by the Company as a reduction in research and development expenses during the three months ended March 31, 2015. The Company receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S.; provided, however, that if either party provides fewer calls on physicians in a particular year than it is contractually required to provide, such party’s share of the net profits will be adjusted as stipulated by the collaboration agreement. Certain of the adjustments to the share of the net profits may be reduced or eliminated in connection with the co-promotion activities under the Company’s agreement with Allergan to co-promote VIBERZI. Net profits or net losses consist of net sales to third-party customers and sublicense income in the U.S. less cost of goods sold as well as selling, general and administrative expenses. Net sales are calculated and recorded by Allergan and may include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions. The Company records its share of the net profits or net losses from the sale of LINZESS on a net basis and presents the settlement payments to and from Allergan as collaboration expense or collaborative arrangements revenue, as applicable. The Company and Allergan began commercializing LINZESS in the U.S. in December 2012. The following table presents the amounts recorded by the Company for commercial efforts related to LINZESS in the U.S. in the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Collaborative arrangements revenue (1) (2) $ $ $ $ Selling, general and administrative costs incurred by the Company (1) ) ) ) ) The Company’s share of net profit $ $ $ $ ) (1) Includes only collaborative arrangement revenue or selling, general and administrative costs attributable to the cost-sharing arrangement with Allergan . (2) Includes a net profit share adjustment payable to Allergan of approximately $2.4 million recorded during the nine months ended September 30, 2015. Also includes a net profit share adjustment received from Allergan of approximately $2.3 million recorded during the nine months ended September 30, 2014, as described above. The collaborative arrangements revenue recognized in the three and nine months ended September 30, 2015 and 2014 primarily represents the Company’s share of the net profits and net losses on the sale of LINZESS in the U.S. In May 2014, Allergan began commercializing CONSTELLA in Canada and in June 2014, Almirall began commercializing LINZESS in Mexico. In October 2015, Almirall and Allergan terminated the sublicense arrangement with respect to Mexico, returning the exclusive rights to commercialize linaclotide in Mexico to Allergan. The Company records royalties on sales of CONSTELLA in Canada and LINZESS in Mexico one quarter in arrears as it does not have access to the royalty reports from its partners or the ability to estimate the royalty revenue in the period earned. The Company recognized approximately $0.3 million and approximately $0.6 million of royalty revenues in Canada and Mexico during the three and nine months ended September 30, 2015, respectively. The Company recognized an insignificant amount of royalty revenue in Canada and Mexico during the three and nine months ended September 30, 2014. VIBERZI Co-promotion Agreement In August 2015, the Company and Allergan entered into an agreement for the co-promotion of VIBERZI (eluxadoline) in the U.S., Allergan’s treatment for adults suffering from irritable bowel syndrome with diarrhea (“IBS-D”) (the “VIBERZI Co-promotion Agreement”). Under the terms of the VIBERZI Co-promotion Agreement, the Company’s clinical sales specialists will detail VIBERZI to the approximately 25,000 health care practitioners to whom they detail LINZESS. Allergan will be responsible for all costs and activities relating to the commercialization of VIBERZI outside of the co-promotion. Under the terms of the VIBERZI Co-promotion Agreement, the Company’s promotional efforts will be compensated based on the volume of calls delivered by the Company’s sales force, as well as agreed upon performance metrics, including the potential to achieve milestone payments up to $20.0 million based on the net sales of VIBERZI in 2017 and 2018. The terms of the agreement reduce or eliminate certain of the adjustments to the share of net profits stipulated by the collaboration agreement with Allergan for North America, provided that the Company provides a minimum number of calls on physicians. The Company will also be compensated via reimbursements for medical education initiatives. The agreement provides that the non-exclusive co-promotion will begin when VIBERZI becomes commercially available, and will continue until December 31, 2017, unless earlier terminated by either party pursuant to the provisions of the agreement. Either party may also terminate the VIBERZI Co-promotion Agreement in the event of an uncured material breach by the other party, withdrawal of necessary approvals by the FDA, for convenience, or bankruptcy or insolvency of the other party. Allergan may terminate the VIBERZI Co-promotion Agreement if the Company does not provide the minimum number of calls. Activities under the VIBERZI Co-promotion Agreement were evaluated in accordance with ASC 605-25 to determine if they represented a multiple element revenue arrangement. The Company concluded that the VIBERZI Co-promotion Agreement does not represent a material modification to the collaboration agreement with Allergan for North America, as it is not material to the total arrangement consideration under the collaboration agreement, does not significantly modify the existing deliverables, and does not significantly change the term of the agreement. The Company identified the following deliverables in the agreement: second position sales detailing of VIBERZI, and medical education services. Each of the deliverables was deemed to have standalone value based on their nature and all deliverables met the criteria to be accounted for as separate units of accounting under ASC 605-25. The Company determined the best estimate of selling price for each of the deliverables approximated the value allocated to the deliverables under the agreement. As consideration is earned over the term of the agreement, the revenue will be allocated to each deliverable based on the relative selling price, using management’s best estimate of selling price, and recognized as collaborative arrangements revenue in the Company’s condensed consolidated statement of operations, in accordance with ASC 605-25, during the quarter earned. Almirall, S.A. In April 2009, the Company entered into a license agreement with Almirall to develop and commercialize linaclotide in Europe (including the Commonwealth of Independent States and Turkey) for the treatment of IBS-C, CIC and other GI conditions. Under the terms of the license agreement, Almirall is responsible for the expenses associated with the development and commercialization of linaclotide in the European territory and the Company is required to participate on a joint development committee over linaclotide’s development period and a joint commercialization committee while the product is being commercialized. In May 2009, the Company received an approximately $38.0 million payment from Almirall representing a $40.0 million non-refundable up-front payment net of foreign withholding taxes. The Company elected to record the non-refundable up-front payment net of taxes withheld. The license agreement also included a $15.0 million contingent equity investment, in the form of a forward purchase contract, which required Almirall to purchase shares of the Company’s convertible preferred stock upon achievement of a specific development milestone. At the inception of the arrangement, the Company valued the contingent equity investment at approximately $6.0 million. The Company recognized the up-front license fee and the value of the contingent equity investment totaling approximately $6.0 million as collaborative arrangements revenue on a straight-line basis through September 30, 2012, the period over which linaclotide was developed under the license agreement. In November 2009, the Company achieved the development milestone triggering the equity investment and on November 13, 2009, the Company received $15.0 million from Almirall for the purchase of 681,819 shares of convertible preferred stock (Note 11). The original license agreement also included contingent milestone payments that could total up to $40.0 million upon achievement of specific development and commercial launch milestones. In November 2010, the Company achieved a development milestone, which resulted in an approximately $19.0 million payment, representing a $20.0 million milestone, net of foreign withholding taxes. This development milestone was recognized as collaborative arrangements revenue through September 2012. Commercial milestone payments under the original license agreement consisted of $4.0 million due upon the first commercial launch in each of the five major E.U. countries set forth in the agreement. In June 2013 and February 2014, the Company and Almirall amended the original license agreement. Pursuant to the terms of the amendments, (i) the commercial launch milestones were reduced to $17.0 million; (ii) new sales-based milestone payments were added to the agreement; and (iii) the escalating royalties based on sales of linaclotide were modified such that they begin in the low-twenties percent and escalate to the mid-forties percent through April 2017, and thereafter begin in the mid-twenties percent and escalate to the mid-forties percent at lower sales thresholds. In each case, these royalty payments are reduced by the transfer price paid for the API included in the product actually sold in the Almirall territory and other contractual deductions. The Company concluded that the amendments were a modification under ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements (“ASU No. 2009-13”), but the modification did not have a material impact on the Company’s consolidated financial statements. The commercial launch and sales-based milestones are recognized as revenue as earned. The Company records royalties on sales of CONSTELLA one quarter in arrears as it does not have access to the royalty reports from Almirall or the ability to estimate the royalty revenue in the period earned. During the second quarter of 2013, the Company achieved two milestones under the amended Almirall license agreement, which resulted in payments of approximately $1.9 million from Almirall to the Company related to the commercial launches in two of the five major E.U. countries, the United Kingdom and Germany. The approximately $1.9 million payment represented the two $1.0 million milestones, net of foreign tax withholdings. During the first and second quarters of 2014, the Company achieved two milestones under the amended Almirall license agreement triggering payments of approximately $1.0 million each related to the commercial launches in two additional major E.U. countries, Italy and Spain. Each approximately $1.0 million payment represents the $1.0 million milestone, net of foreign tax withholdings. In October 2015, Almirall transferred its exclusive license to develop and commercialize linaclotide in Europe to Allergan. Concurrently, Almirall and Allergan terminated the sublicense arrangement with respect to Mexico, returning the exclusive rights to commercialize linaclotide in Mexico to Allergan. Additionally, in October 2015, the Company and Allergan separately entered into an amendment to the license agreement relating to the development and commercialization of linaclotide in Europe. Pursuant to the terms of the amendment, (i) the remaining sales-based milestones payable by Allergan to the Company under the license agreement were modified such that, when aggregated with the remaining commercial launch milestones, they could total up to $42.5 million, (ii) the royalties payable to the Company during the term of the license agreement were modified such that the royalties based on sales volume in Europe begin in the mid-single digit percent effective immediately and escalate to the upper-teens percent by calendar year 2019, and (iii) Allergan assumed responsibility for the manufacturing of linaclotide API for Europe from the Company, as well as the associated costs. With the Company no longer responsible for the manufacturing of linaclotide API for Europe, the royalties under the license agreement will no longer be reduced by the transfer price paid for the API included in the product actually sold by Allergan in Europe in any given period. The Company recognized an insignificant amount and approximately $0.4 million of collaborative arrangements revenue, comprised of royalty revenue, from the European license agreement during the three and nine months ended September 30, 2015, respectively. The Company recognized approximately $0.2 million and approximately $7.5 million in total collaborative arrangements revenue from the European license agreement during the three and nine months ended September 30, 2014, respectively, including approximately $0.2 million in royalty revenue during the three months ended September 30, 2014, and approximately $5.1 million from the sale of API to Almirall, approximately $1.9 million in commercial launch milestones, and approximately $0.5 million in royalty revenue during the nine months ended September 30, 2014. Astellas Pharma Inc. In November 2009, the Company entered into a license agreement with Astellas to develop and commercialize linaclotide for the treatment of IBS-C, CIC and other GI conditions in Japan, South Korea, Taiwan, Thailand, the Philippines and Indonesia. As a result of an amendment executed in March 2013, the Company regained rights to linaclotide in South Korea, Taiwan, Thailand, the Philippines and Indonesia. The Company concluded that the amendment was not a material modification of the license agreement. Astellas continues to be responsible for all activities relating to development, regulatory approval and commercialization in Japan as well as funding any costs and the Company is required to participate on a joint development committee over linaclotide’s development period. In 2009, Astellas paid the Company a non-refundable, up-front licensing fee of $30.0 million, which is being recognized as collaborative arrangements revenue on a straight-line basis over the Company’s estimate of the period over which linaclotide will be developed under the license agreement. In March 2013, the Company revised its estimate of the development period from 115 months to 85 months based on the Company’s assessment of regulatory approval timelines for Japan. During the three and nine months ended September 30, 2015 and 2014, the Company recognized approximately $1.3 million and approximately $3.8 million of revenue related to the up-front licensing fee, respectively, including approximately $0.5 million and approximately $1.5 million of revenue in each period attributable to the March 2013 revision to the estimated development period. At September 30, 2015, approximately $7.6 million of the up-front license fee remained deferred. The agreement also includes three additional development milestone payments that could total up to $45.0 million, none of which the Company considers substantive. The first milestone payment consists of $15.0 million upon enrollment of the first study subject in a Phase III study for linaclotide in Japan, which was achieved in November 2014 and for which approximately $11.8 million was recognized as revenue through September 30, 2015, including approximately $0.5 million and approximately $1.6 million recognized during the three and nine months ended September 30, 2015, respectively. The remaining approximately $3.2 million of this milestone payment will be recognized over the remaining development period. The two additional milestone payments consist of $15.0 million upon filing of the Japanese equivalent of an NDA with the relevant regulatory authority in Japan and $15.0 million upon approval of such equivalent by the relevant regulatory authority. In addition, the Company will receive royalties which escalate based on sales volume, beginning in the low-twenties percent, less the transfer price paid for the API included in the product actually sold and other contractual deductions. During the three and nine months ended September 30, 2015, the Company recognized approximately $1.8 million and approximately $5.9 million, respectively, in collaborative arrangements revenue from the Astellas license agreement, including an insignificant amount and approximately $0.5 million, respectively, from the sale of API to Astellas. During the three and nine months ended September 30, 2014, the Company recognized approximately $1.3 million and approximately $4.5 million, respectively, in collaborative arrangements revenue from the Astellas license agreement, including an insignificant amount and approximately $0.7 million during the three and nine months ended September 30, 2014, respectively, from the sale of API to Astellas. AstraZeneca AB In October 2012, the Company entered into a collaboration agreement with AstraZeneca (the “AstraZeneca Collaboration Agreement”) to co-develop and co-commercialize linaclotide in China, Hong Kong and Macau (the “License Territory”). The collaboration provides AstraZeneca with an exclusive nontransferable license to exploit the underlying technology in the License Territory. The parties share responsibility for continued development and commercialization of linaclotide under a joint development plan and a joint commercialization plan, respectively, with AstraZeneca having primary responsibility for the local operational execution. The parties agreed to an Initial Development Plan (“IDP”) which includes the planned development of linaclotide in China, including the lead responsibility for each activity and the related internal and external costs. The IDP indicates that AstraZeneca is responsible for a multinational Phase III clinical trial (the “Phase III Trial”), the Company is responsible for nonclinical development and supplying clinical trial material and both parties are responsible for the regulatory submission process. The IDP indicates that the party specifically designated as being responsible for a particular development activity under the IDP shall implement and conduct such activities. The activities are governed by a Joint Development Committee (“JDC”), with equal representation from each party. The JDC is responsible for approving, by unanimous consent, the joint development plan and development budget, as well as approving protocols for clinical studies, reviewing and commenting on regulatory submissions, and providing an exchange of data and information. The AstraZeneca Collaboration Agreement will continue until there is no longer a development plan or commercialization plan in place, however, it can be terminated by AstraZeneca at any time upon 180 days’ prior written notice. Under certain circumstances, either party may terminate the AstraZeneca Collaboration Agreement in the event of bankruptcy or an uncured material breach of the other party. Upon certain change in control scenarios of AstraZeneca, the Company may elect to terminate the AstraZeneca Collaboration Agreement and may re-acquire its product rights in a lump sum payment equal to the fair market value of such product rights. In connection with the AstraZeneca Collaboration Agreement, the Company and AstraZeneca also executed a co-promotion agreement (the “Co-Promotion Agreement”), pursuant to which the Company utilized its existing sales force to co-promote NEXIUM® (esomeprazole magnesium), one of AstraZeneca’s products, in the U.S. The Co-Promotion Agreement expired in May 2014. There are no refund provisions in the AstraZeneca Collaboration Agreement and the Co-Promotion Agreement (together, the “AstraZeneca Agreements”). Under the terms of the AstraZeneca Collaboration Agreement, the Company received a $25.0 million non-refundable upfront payment upon execution. The Company is also eligible for $125.0 million in additional commercial milestone payments contingent on the achievement of certain sales targets. The parties will also share in the net profits and losses associated with the development and commercialization of linaclotide in the License Territory, with AstraZeneca receiving 55% of the net profits or incurring 55% of the net losses until a certain specified commercial milestone is achieved, at which time profits and losses will be shared equally thereafter. Activities under the AstraZeneca Agreements were evaluated in accordance with ASC Topic 605-25, Revenue Recognition — Multiple-Element Arrangements (“ASC 605-25”), to determine if they represented a multiple element revenue arrangement. The Company identified the following deliverables in the AstraZeneca Agreements: · an exclusive license to develop and commercialize linaclotide in the License Territory (the “License Deliverable”), · research, development and regulatory services pursuant to the IDP, as modified from time to time (the “R&D Services”), · JDC services, · obligation to supply clinical trial material, and · co-promotion services for AstraZeneca’s product (the “Co-Promotion Deliverable”). The License Deliverable is nontransferable and has certain sublicense restrictions. The Company determined that the License Deliverable had standalone value as a result of AstraZeneca’s internal product development and commercialization capabilities, which would enable it to use the License Deliverable for its intended purposes without the involvement of the Company. The remaining deliverables were deemed to have standalone value based on their nature and all deliverables met the criteria to be accounted for as separate units of accounting under ASC 605-25. Factors considered in this determination included, among other things, whether any other vendors sell the items separately and if the customer could use the delivered item for its intended purpose without the receipt of the remaining deliverables. The Company identified the supply of linaclotide drug product for commercial requirements and commercialization services as contingent deliverables because these services are contingent upon the receipt of regulatory approval to commercialize linaclotide in the License Territory, and there were no binding commitments or firm purchase orders pending for commercial supply. As these deliverables are contingent, and are not at an incremental discount, they are not evaluated as deliverables at the inception of the arrangement. These contingent deliverables will be evaluated and accounted for separately as each related contingency is resolved. As of September 30, 2015, no contingent deliverables were provided by the Company under the AstraZeneca Agreements. In August 2014, the Company and AstraZeneca, through the JDC, modified the IDP and development budget to include approximately $14.0 million in additional activities over the remaining development period, to be shared by the Company and AstraZeneca under the terms of the AstraZeneca Collaboration Agreement. These additional activities serve to support the continued development of linaclotide in the Licensed Territory, including the Phase III Trial. Pursuant to the terms of the modified IDP and development budget, certain of the Company’s deliverables were modified, specifically the R&D Services and the obligation to supply clinical trial material. The Company determined that the 2014 modification to the IDP and development budget should be accounted for as a modification to the AstraZeneca Collaboration Agreement. However, this modification did not have a material impact on the Company’s consolidated financial statements as there was an insignificant amount of deferred revenue associated with the AstraZeneca Collaboration Agreement as of the date of the modification. In accordance with ASU No. 2009-13, the Company reallocated the arrangement consideration to all of the identified deliverables in the arrangement (both delivered and undelivered) based on the information available as of the date of the modification. During the three months ended June 30, 2015, the Company and AstraZeneca modified the expected development timeline due to a lengthened review timeline in China as a result of recent changes made by the China Food and Drug Administration (“CFDA”) to the approval process. No changes were made to the development budget. This lengthened timeline did not impact the Company’s allocation of the Arrangement Consideration, and had an insignificant impact on the Company’s consolidated financial statements, including the amounts recognized for the R&D Services and JDC services deliverables. The total amount of the non-contingent consideration allocable to the AstraZeneca Agreements of approximately $34.0 million (“Arrangement Consideration”) includes the $25.0 million non-refundable upfront payment and 55% of the costs for clinical trial material supply services and research, development and regulatory activities allocated to the Company in the IDP or as approved by the JDC in subsequent periods, or approximately $9.0 million. The Company allocated the Arrangement Consideration of approximately $34.0 million to the non-contingent deliverables based on management’s best estimate of selling price (“BESP”) of each deliverable using the relative selling price method as the Company did not have vendor-specific objective evidence or third-party evidence of selling price for such deliverables. The Company estimated the BESP for the License Deliverable using a multi-period excess-earnings method under the income approach which utilized cash flow projections, the key assumptions of which included the following market conditions and entity-specific factors: (a) the specific rights provided under the license to develop and commercialize linaclotide; (b) the potential indications for linaclotide pursuant to the license; (c) the likelihood linaclotide will be developed for more than one indication; (d) the stage of development of linaclotide for IBS-C and CIC and the projected timeline for regulatory approval; (e) the development risk by indication; (f) the market size by indication; (g) the expected product life of linaclotide assuming commercialization; (h) the competitive environment, and (i) the estimated development and commercialization costs of linaclotide in the License Territory. The Company utilized a discount rate of 11.5% in its analysis, representing the weighted average cost of capital derived from returns on equity for comparable companies. The Company determined its BESP for the remaining deliverables based on the nature of the services to be performed and estimates of the associated effort and cost of the services adjusted for a reasonable profit margin such that they represented estimated market rates for similar services sold on a standalone basis. The Company concluded that a change in key assumptions used to determine BESP for each deliverable would not have a significant effect on the allocation of the Arrangement Consideration, as the estimated selling price of the License Deliverable significantly exceeds the other deliverables. Of the approximately $34.0 million of Arrangement Consideration, approximately $

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2015
Fair Value of Financial Instruments
Fair Value of Financial Instruments	4. Fair Value of Financial Instruments The tables below present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability. The Company’s investment portfolio includes many fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. In addition, model processes were used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. The following tables present the assets and liabilities the Company has measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Using September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents: Money market funds $ $ $ — $ — U.S. government-sponsored securities — — Available-for-sale securities: U.S. Treasury securities — — U.S. government-sponsored securities — — Convertible note hedges — — Total assets Liabilities: Note hedge warrants — — Total liabilities — — Total assets and liabilities measured at fair value $ $ $ $ Fair Value Measurements at Reporting Date Using December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents: Money market funds $ $ $ — $ — Available-for-sale securities: U.S. Treasury securities — — U.S. government-sponsored securities — — Total assets measured at fair value $ $ $ $ — There were no transfers between fair value measurement levels during the three or nine months ended September 30, 2015 or 2014. Cash equivalents, accounts receivable, related party accounts receivable, prepaid expenses and other current assets, accounts payable, related party accounts payable, accrued expenses and the current portion of capital lease obligations at September 30, 2015 and December 31, 2014 are carried at amounts that approximate fair value due to their short-term maturities. The non-current portion of the capital lease obligations at September 30, 2015 and December 31, 2014 approximates fair value as it bears interest at a rate approximating a market interest rate. The Company classifies its derivative financial instruments as Level 3 under the fair value hierarchy. The Company’s Convertible Note Hedges and the Note Hedge Warrants are recorded as derivative assets and liabilities because they do not qualify for equity classification. In addition, the derivative assets and liabilities do not qualify for hedge accounting. These derivatives are not actively traded and are valued using the Black-Scholes option-pricing model which requires the use of subjective assumptions. Significant inputs used to determine fair value as of September 30, 2015 included the price per share of the Company’s Class A common stock, time to maturity of the derivative instruments, the strike prices of the derivative instruments, the risk-free interest rate, and the historical and implied volatility of the Company’s Class A common stock. Changes to these inputs could materially affect the valuation of the Convertible Note Hedges and Note Hedge Warrants. The following inputs were used in the fair market valuation of the Convertible Note Hedges and Note Hedge Warrants as of September 30, 2015: Convertible Note Hedges Note Hedge Warrants Risk-free interest rate (1) % % Time to maturity Stock price (2) $ $ Strike price (3) $ $ Common stock volatility (4) % % Dividend yield — % — % (1) Based on U.S. Treasury Curve. (2) The closing price of the Company’s common stock on the last trading day of the quarter. (3) As per agreement. (4) Selected volatility based on historical volatility and implied volatility. The Convertible Note Hedges and the Note Hedge Warrants are recorded at fair value at each reporting period and changes in fair value are recorded immediately in the Company’s Condensed Consolidated Statements of Operations, and reported in other expense, net. Gains and losses for these derivative financial instruments are presented separately in the Company’s Condensed Consolidated Statements of Cash Flows. The following table reflects the change in the Company’s Level 3 convertible note derivatives from their initial value at issuance through September 30, 2015: Convertible Note Hedges Note Hedge Warrants Balance at December 31, 2014 $ — $ — Issuance of note hedge warrants — ) Purchase of convertible note hedges — Change in fair value, recorded as a component of loss on derivatives ) Balance at September 30, 2015 $ $ ) 11% PhaRMA Notes In January 2013, the Company closed a private placement of $175.0 million in aggregate principal amount of notes due on or before June 15, 2024 (the “PhaRMA Notes”). The estimated fair value of the PhaRMA Notes was approximately $171.2 million and approximately $182.5 million as of September 30, 2015 and December 31, 2014, respectively, and was determined using Level 3 inputs, including a quoted rate. 2.25% Convertible Senior Notes In June 2015, the Company issued approximately $335.7 million of its 2022 Notes. The Company separately accounted for the liability and equity components of the 2022 Notes by allocating the proceeds between the liability component and equity component (Note 9). The fair value of the 2022 Notes, which differs from their carrying value, is influenced by interest rates, the Company’s stock price and stock price volatility, and is determined by reference to prices for the 2022 Notes observed in market trading, which are Level 2 inputs. The estimated fair value of the 2022 Notes as of September 30, 2015 was approximately $302.7 million.

Available-for-Sale Securities

Available-for-Sale Securities	9 Months Ended
	Sep. 30, 2015
Available-for-Sale Securities
Available-for-Sale Securities	5. Available-for-Sale Securities The following tables summarize the available-for-sale securities held at September 30, 2015 and December 31, 2014 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2015 U.S. Treasury securities $ $ $ — $ U.S. government-sponsored securities ) Total $ $ $ ) $ Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2014 U.S. Treasury securities $ $ $ — $ U.S. government-sponsored securities ) Total $ $ $ ) $ The contractual maturities of all securities held at September 30, 2015 are one year or less. There were 9 and 27 available-for-sale securities in an unrealized loss position at September 30, 2015 and December 31, 2014, respectively, none of which had been in an unrealized loss position for more than twelve months. The aggregate fair value of these securities at September 30, 2015 and December 31, 2014 was approximately $41.8 million and approximately $101.9 million, respectively. The Company reviews its investments for other-than-temporary impairment whenever the fair value of an investment is less than amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity. The Company did not hold any securities with other-than-temporary impairment at September 30, 2015. There were no sales of available-for-sale securities during the three or nine months ended September 30, 2015 or 2014. Gross realized gains and losses on the sales of available-for-sale securities that have been included in other (expense) income, net unrealized holding gains or losses for the period that have been included in accumulated other comprehensive income as well as gains and losses reclassified out of accumulated other comprehensive income into other (expense) income were not material to the Company’s consolidated results of operations. The cost of securities sold or the amount reclassified out of the accumulated other comprehensive income into other (expense) income is based on the specific identification method for purposes of recording realized gains and losses.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2015
Inventory
Inventory	6. Inventory Inventory consisted of the following (in thousands): September 30, 2015 December 31, 2014 Raw materials $ — $ Inventory represents linaclotide API that is available for commercial sale. The Company evaluates inventory levels quarterly and any inventory that has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired is written down with a corresponding charge to the statement of operations in the period that the impairment is first identified. The Company has entered into multiple commercial supply agreements for the purchase of linaclotide API, as the Company is responsible for supplying API to its collaboration partners outside of North America and Europe. Two of the Company’s API supply agreements contain minimum purchase commitments. In addition, the Company and Allergan are jointly obligated to make minimum purchases of linaclotide API for the territories covered by the Company's collaboration with Allergan in North America. Currently, Allergan fulfills all such minimum purchase commitments. As part of the Company’s net realizable value assessment of its inventory, the Company assesses whether it has any excess non-cancelable purchase commitments resulting from its two minimum supply agreements with its suppliers of linaclotide API outside of North America. In July 2015 and August 2015, the Company entered into amendments to its agreements with two of its suppliers of linaclotide API. One amendment reduced the Company’s non-cancelable purchase commitments and the other increased the Company’s non-cancelable purchase commitments, but extended the timeframe over which the Company must purchase the API. The amended contracts include total non-cancelable commercial supply purchase obligations o f approximately $34.9 million through 2023. The determination of the net realizable value of inventory and non-cancelable purchase commitments is based on demand forecasts from the Company’s partners, that are received quarterly, to project the next 24 months of demand and the Company’s internal forecast for projected demand in subsequent years. During the three months ended June 30, 2015, Almirall reduced its forecasted purchases of linaclotide API for Europe for the subsequent 18 months. In addition, the CFDA recently made regulatory changes to the marketing approval process in China which resulted in a lengthened approval timeline for linaclotide. The reduced demand from Almirall and the extended timeline for commercialization of linaclotide in China resulted in lower projected sales of linaclotide API to the Company’s partners in Europe and China during the years included in the assessment. As a result, during the three months ended June 30, 2015, the Company wrote-down the balance of its inventory of approximately $5.0 million to zero and accrued approximately $3.2 million for excess non-cancelable inventory purchase commitments. The Company’s loss on non-cancelable API purchase commitments for the three months ended September 30, 2015 was approximately $9.4 million, which primarily relates to the amendment to the license agreement with Allergan pertaining to the development and commercialization of linaclotide for Europe executed in October 2015. Pursuant to the terms of the amendment, Allergan assumed responsibility for the manufacturing of linaclotide API for Europe from the Company, as well as the associated costs (Note 3), which resulted in the Company accruing for the loss on the non-cancelable inventory purchase commitments under one of its API supply agreements covering commercial supply of linaclotide API for the European market. The Company has evaluated all remaining minimum purchase commitments under its API supply agreements for territories outside of North America and concluded that the approximately $22.3 million of purchase commitments from the second API supply agreement covering the Japan, China, Hong Kong and Macau markets are realizable. The write-down of inventory to net realizable value and the loss on non-cancelable inventory purchase commitments is recorded as a separate line item in the Company’s Condensed Consolidated Statement of Operations. As of September 30, 2015, the accrual for excess purchase commitments is recorded as approximately $2.5 million in accrued expenses and other current liabilities and approximately $10.1 million in other liabilities in the Company’s Condensed Consolidated Balance Sheet. During the three months ended June 30, 2014, Almirall reduced its inventory demand forecast, mainly due to the suspension of the commercialization of CONSTELLA in Germany, which led the Company to write down approximately $8.9 million of inventory to net realizable value.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2015
Property and Equipment
Property and Equipment	7. Property and Equipment Property and equipment, net consisted of the following (in thousands): September 30, 2015 December 31, 2014 Manufacturing equipment $ $ Laboratory equipment Computer and office equipment Furniture and fixtures Software Construction in process Leased vehicles Leasehold improvements Less accumulated depreciation and amortization ) ) $ $ In the third quarter of 2014, the Company entered into arrangements, with the landlord’s consent, to sublease a portion of its Cambridge, Massachusetts corporate headquarters as it does not intend to use the space for its operations. During the three months ended September 30, 2014, the Company recorded aggregated charges of approximately $2.6 million, which represented its obligations to the landlord associated with the sublet space, net of sublease income due to the Company under the subleases, and a partial write-down of leasehold improvement assets not utilized by the Company under the terms of the subleases.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2015
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2015 December 31, 2014 Salaries and benefits $ $ Professional fees Accrued interest Accrued loss on non-cancellable purchase commitments — Other $ $

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2015
Notes Payable.
Notes Payable	9. Notes Payable 2.25% Convertible Senior Notes due 2022 In June 2015, the Company issued approximately $335.7 million aggregate principal amount of the 2022 Notes. The Company received net proceeds of approximately $324.0 million from the sale of the 2022 Notes, after deducting fees and expenses of approximately $11.7 million. The Company used approximately $21.1 million of the net proceeds from the sale of the 2022 Notes to pay the net cost of the Convertible Note Hedges (after such cost was partially offset by the proceeds to the Company from the sale of the Note Hedge Warrants), as described below. The 2022 Notes are governed by an indenture (the “Indenture”) between the Company and U.S. Bank National Association, as the trustee. The 2022 Notes are senior unsecured obligations and bear cash interest at the annual rate of 2.25%, payable on June 15 and December 15 of each year, beginning on December 15, 2015. The 2022 Notes will mature on June 15, 2022, unless earlier converted or repurchased. The Company may settle conversions of the 2022 Notes through payment or delivery, as the case may be, of cash, shares of Class A common stock of the Company or a combination of cash and shares of Class A common stock, at the Company’s option (subject to, and in accordance with, the settlement provisions of the Indenture). The initial conversion rate for the 2022 Notes is 60.3209 shares of Class A common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2022 Notes, which is equal to an initial conversion price of approximately $16.58 per share and 20,249,665 shares. Holders of the 2022 Notes may convert their 2022 Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2021 in multiples of $1,000 principal amount, only under the following circumstances: · during any calendar quarter commencing after the calendar quarter ending on September 30, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2022 Notes on each applicable trading day; · during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate for the 2022 Notes on each such trading day; or · upon the occurrence of specified corporate events described in the Indenture. On or after December 15, 2021, until the close of business on the second scheduled trading day immediately preceding June 15, 2022, holders may convert their 2022 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances. If a make-whole fundamental change, as described in the Indenture, occurs and a holder elects to convert its 2022 Notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indenture. The Company may not redeem the 2022 Notes prior to the maturity date and no “sinking fund” is provided for the 2022 Notes, which means that the Company is not required to periodically redeem or retire the 2022 Notes. Upon the occurrence of certain fundamental changes involving the Company, holders of the 2022 Notes may require the Company to repurchase for cash all or part of their 2022 Notes at a repurchase price equal to 100% of the principal amount of the 2022 Notes to be repurchased, plus accrued and unpaid interest. The Indenture does not contain any financial covenants or restrict the Company’s ability to repurchase the Company’s securities, pay dividends or make restricted payments in the event of a transaction that substantially increases the Company’s level of indebtedness. The Indenture provides for customary events of default. In the case of an event of default with respect to the 2022 Notes arising from specified events of bankruptcy or insolvency, all outstanding 2022 Notes will become due and payable immediately without further action or notice. If any other event of default with respect to the 2022 Notes under the Indenture occurs or is continuing, the trustee or holders of at least 25% in aggregate principal amount of the then outstanding 2022 Notes may declare the principal amount of the 2022 Notes to be immediately due and payable. Notwithstanding the foregoing, the Indenture provides that, upon the Company’s election, and for up to 180 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right to receive additional interest on the 2022 Notes. In accordance with accounting guidance for debt with conversion and other options, the Company separately accounted for the liability and equity components of the 2022 Notes by allocating the proceeds between the liability component and the embedded conversion option, or equity component, due to the Company’s ability to settle the 2022 Notes in cash, its Class A common stock, or a combination of cash and Class A common stock at the option of the Company. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible debt borrowing rate for similar debt. The equity component of the 2022 Notes was recognized as a debt discount and represents the difference between the gross proceeds from the issuance of the 2022 Notes and the fair value of the liability of the 2022 Notes on their respective dates of issuance. The excess of the principal amount of the liability component over its carrying amount, or debt discount, is amortized to interest expense using the effective interest method over seven years, or the life of the 2022 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The Company’s outstanding Convertible Note balances as of September 30, 2015 consisted of the following (in thousands): Liability component: Principal $ Less: unamortized debt discount ) Net carrying amount $ Equity component $ In connection with the issuance of the 2022 Notes, the Company incurred approximately $11.7 million of debt issuance costs, which primarily consisted of initial purchaser discounts, legal and other professional fees. The Company allocated these costs to the liability and equity components based on the allocation of the proceeds. The portion of these costs allocated to the equity components totaling approximately $4.0 million were recorded as a reduction to additional paid-in capital. The portion of these costs allocated to the liability components totaling approximately $7.7 million were recorded as a reduction in the carrying value of the debt on the balance sheet and are amortized to interest expense using the effective interest method over the expected life of the 2022 Notes. The Company determined the expected life of the 2022 Notes was equal to its seven-year term. The effective interest rate on the liability components of the 2022 Notes for the period from the date of issuance through September 30, 2015 was 9.34%. The following table sets forth total interest expense recognized related to the 2022 Notes during the three and nine months ended September 30, 2015 (in thousands): Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 Contractual interest expense $ $ Amortization of debt issuance costs Amortization of debt discount Total interest expense $ $ Convertible Note Hedge and Warrant Transactions with Respect to 2022 Notes To minimize the impact of potential dilution to the Company’s Class A common stockholders upon conversion of the 2022 Notes, the Company entered into the Convertible Note Hedges covering 20,249,665 shares of the Company’s Class A common stock in connection with the issuance of the 2022 Notes. The Convertible Note Hedges have an exercise price of approximately $16.58 per share and are exercisable when and if the 2022 Notes are converted. If upon conversion of the 2022 Notes, the price of the Company’s Class A common stock is above the exercise price of the Convertible Note Hedges, the counterparties are obligated to deliver shares of the Company’s Class A common stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s Class A common stock at the conversion date and the exercise price, multiplied by the number of shares of the Company’s Class A common stock related to the Convertible Note Hedge being exercised. Concurrently with entering into the Convertible Note Hedges, the Company also sold Note Hedge Warrants to the Convertible Note Hedge counterparties to acquire 20,249,665 shares of the Company’s Class A common stock, subject to customary anti-dilution adjustments. The strike price of the Note Hedge Warrants is initially $21.50 per share, subject to adjustment, and such warrants are exercisable over the 150 trading day period beginning on September 15, 2022. The Note Hedge Warrants could have a dilutive effect on the Class A common stock to the extent that the market price per share of the Company’s Class A common stock exceeds the applicable strike price of such warrants. The Convertible Note Hedges and the Note Hedge Warrants are separate transactions entered into by the Company and are not part of the terms of the 2022 Notes. Holders of the 2022 Notes and the Note Hedge Warrants do not have any rights with respect to the Convertible Note Hedges. The Company paid approximately $91.9 million for the Convertible Note Hedges and recorded this amount as a long-term asset on the condensed consolidated balance sheet. The Company received approximately $70.8 million for the Note Hedge Warrants and recorded this amount as a long-term liability, resulting in a net cost to the Company of approximately $21.1 million. 11% PhaRMA Notes due 2024 In January 2013, the Company closed a private placement of $175.0 million in aggregate principal amount of notes due on or before June 15, 2024. The PhaRMA Notes bear an annual interest rate of 11%, with interest payable March 15, June 15, September 15 and December 15 of each year (each a “Payment Date”) beginning June 15, 2013. On March 15, 2014, the Company began making quarterly payments on the PhaRMA Notes equal to the greater of (i) 7.5% of net sales of LINZESS in the U.S. for the preceding quarter (the “Synthetic Royalty Amount”) and (ii) accrued and unpaid interest on the PhaRMA Notes (the “Required Interest Amount”). Principal on the PhaRMA Notes will be repaid in an amount equal to the Synthetic Royalty Amount minus the Required Interest Amount, when this is a positive number, until the principal has been paid in full. Given the principal payments on the PhaRMA Notes are based on the Synthetic Royalty Amount, which will vary from quarter to quarter, the PhaRMA Notes may be repaid prior to June 15, 2024, the final legal maturity date. The Company made principal payments of approximately $9.6 million through September 30, 2015, and expects to pay approximately $20.1 million of the principal within twelve months following September 30, 2015. The PhaRMA Notes are secured solely by a security interest in a segregated bank account established to receive the required quarterly payments. Up to the amount of the required quarterly payments under the PhaRMA Notes, Allergan will deposit its quarterly profit (loss) sharing payments due to the Company under the collaboration agreement for North America, if any, into the segregated bank account. If the funds deposited by Allergan into the segregated bank account are insufficient to make a required payment of interest or principal on a particular Payment Date, the Company is obligated to deposit such shortfall out of the Company’s general funds into the segregated bank account. The PhaRMA Notes may be redeemed at any time prior to maturity, in whole or in part, at the option of the Company. The Company will pay a redemption price equal to the percentage of outstanding principal balance of the PhaRMA Notes being redeemed specified below for the period in which the redemption occurs (plus the accrued and unpaid interest to the redemption date on the PhaRMA Notes being redeemed): Payment Dates Redemption Percentage From and including January 1, 2015 to and including December 31, 2015 % From and including January 1, 2016 to and including December 31, 2016 % From and including January 1, 2017 and thereafter % The PhaRMA Notes contain certain covenants related to the Company’s obligations with respect to the commercialization of LINZESS and the related collaboration agreement with Allergan for North America , as well as certain customary covenants, including covenants that limit or restrict the Company’s ability to incur certain liens, merge or consolidate or make dispositions of assets. The PhaRMA Notes also specify a number of events of default (some of which are subject to applicable cure periods), including, among other things, covenant defaults, other non-payment defaults, and bankruptcy and insolvency defaults. Upon the occurrence of an event of default, subject to cure periods in certain circumstances, all amounts outstanding may become immediately due and payable. The upfront cash proceeds of $175.0 million, less a discount of approximately $0.4 million for payment of legal fees incurred on behalf of the noteholders, were recorded as notes payable at issuance. The Company also capitalized approximately $7.3 million of debt issuance costs in connection with the PhaRMA Notes. During the three months ended June 30, 2015, the Company early adopted ASU 2015-03, which requires debt issuance costs to be presented in an entity’s balance sheet as a direct deduction from the associated debt liability (Note 1). The Company’s adoption of ASU 2015-03 resulted in a balance sheet reclassification of issuance costs in connection with the PhaRMA Notes of approximately $1.4 million of prepaid expenses and other current assets and approximately $2.8 million of other assets to a reduction in PhaRMA notes payable as of December 31, 2014. The PhaRMA Notes issuance costs and discount are being amortized over the estimated term of the obligation using the effective interest method. The repayment provisions represent embedded derivatives that are clearly and closely related to the PhaRMA Notes and as such do not require separate accounting treatment. The accounting for the PhaRMA Notes requires the Company to make certain estimates and assumptions about the future net sales of LINZESS in the U.S. LINZESS has been marketed since December 2012 and the estimates of the magnitude and timing of LINZESS net sales are subject to significant variability due to the recent product launch and the extended time period associated with the PhaRMA Notes, and thus subject to significant uncertainty. Therefore, these estimates and assumptions are likely to change as the Company gains additional experience marketing LINZESS, which may result in future adjustments to the portion of the PhaRMA Notes that is classified as a current liability, the amortization of debt issuance costs and discounts as well as the accretion of the interest expense. Any such adjustments could be material to the Company’s condensed consolidated financial statements.

Employee Stock Benefit Plans

Employee Stock Benefit Plans	9 Months Ended
	Sep. 30, 2015
Employee Stock Benefit Plans
Employee Stock Benefit Plans	10. Employee Stock Benefit Plans The Company has several share-based compensation plans under which stock options, restricted stock awards, restricted stock units (“RSUs”), and other share-based awards are available for grant to employees, directors and consultants of the Company. The following table summarizes share-based compensation expense reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Research and development $ $ $ $ Selling, general and administrative $ $ $ $ A summary of stock option activity for the nine months ended September 30, 2015 is as follows: Number of Shares Weighted-Average Exercise Price (in thousands) Outstanding at December 31, 2014 $ Granted Exercised ) Cancelled ) Outstanding at September 30, 2015 $ The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes option-pricing model were as follows for the three and nine months ended September 30, 2015 and 2014: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected volatility % % % % Expected term (in years) Risk-free interest rate % % % % Expected dividend yield — % — % — % — % Beginning in the first quarter of 2015, the Company revised certain of its equity incentive programs to include RSUs, in addition to stock options, each representing the right to receive one share of the Company’s Class A common stock and granted pursuant to the terms of the Company’s Amended and Restated 2010 Employee, Director and Consultant Equity Incentive Plan. The RSUs generally vest 25% per year on the approximate anniversary of the date of grant until fully vested, provided the employee remains continuously employed with the Company through each vesting date. Shares of the Company’s Class A common stock are delivered to the employee upon vesting, subject to payment of applicable withholding taxes. The fair value of all RSUs is based on the market value of the Company’s Class A common stock on the date of grant. Compensation expense, including the effect of estimated forfeitures, is recognized over the applicable service period. A summary of RSU activity for the nine months ended September 30, 2015 is as follows: Number of Shares Weighted- Average Fair Value (in thousands) Unvested as of December 31, 2014 — — Granted $ Vested — — Forfeited ) Unvested as of September 30, 2015 $

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions
Related Party Transactions	11. Related Party Transactions The Company has and currently obtains legal services from a law firm that is an investor in the Company. The Company paid an insignificant amount in legal fees to this investor during the three and nine months ended September 30, 2015 and 2014. At September 30, 2015 and December 31, 2014, the Company had an insignificant amount of accounts payable due to this related party. In September 2009, Allergan became a related party when the Company sold to Allergan 2,083,333 shares of the Company’s convertible preferred stock. In November 2009, Almirall became a related party when the Company sold to Almirall 681,819 shares of the Company’s convertible preferred stock (Note 3). These shares of preferred stock converted to the Company’s Class B common stock on a 1:1 basis upon the completion of the Company’s initial public offering in February 2010. Amounts due to and due from Allergan and Almirall are reflected as related party accounts payable and related party accounts receivable, respectively. These balances are reported net of any balances due to or from the related party. At September 30, 2015, the Company had an insignificant amount in related party accounts receivable associated with Almirall and approximately $34.4 million in related party accounts receivable, net of related party accounts payable, associated with Allergan. At December 31, 2014, the Company did not have any related party accounts receivable associated with Almirall and approximately $25.8 million in related party accounts receivable, net of related party accounts payable, associated with Allergan.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events
Subsequent Events	12. Subsequent Events In October 2015, Almirall transferred its exclusive license to develop and commercialize linaclotide in Europe to Allergan. Concurrently, Almirall and Allergan terminated the sublicense arrangement with respect to Mexico, returning the exclusive rights to commercialize linaclotide in Mexico to Allergan. Additionally, in October 2015, the Company and Allergan separately entered into an amendment to the license agreement relating to the development and commercialization of linaclotide in Europe to modify the remaining sales-based milestones and royalties payable to the Company and to provide for Allergan’s assumption of responsibility for, and cost of, the manufacturing of linaclotide API for Europe from the Company (Notes 3 and 6).

Nature of Business (Policies)

Nature of Business (Policies)	9 Months Ended
	Sep. 30, 2015
Nature of Business
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). Certain financial statement items have been reclassified to conform to the current period presentation. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on February 18, 2015 (the “2014 Annual Report on Form 10-K”). The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position as of September 30, 2015, and the results of its operations for the three and nine months ended September 30, 2015 and 2014 and its cash flows for the nine months ended September 30, 2015 and 2014. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period.
Principles of Consolidation	Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Ironwood Pharmaceuticals, Inc. and its wholly owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation and Ironwood Pharmaceuticals GmbH. All intercompany transactions and balances are eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company’s management evaluates its estimates, including those related to revenue recognition, available-for-sale securities, inventory valuation and related reserves, impairment of long-lived assets, initial valuation procedures for the issuance of convertible notes, fair value of derivatives, balance sheet classification of notes payable and convertible notes, income taxes including the valuation allowance for deferred tax assets, research and development expense, contingencies and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.
Deferred Financing Cost	Deferred Financing Costs On April 7, 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). ASU 2015-03 requires debt issuance costs to be presented in an entity’s balance sheet as a direct deduction from the associated debt liability. While the standard is retrospectively effective for annual reporting periods beginning after December 15, 2015, early adoption is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. The Company elected early adoption in the three months ended June 30, 2015, which resulted in a balance sheet reclassification of issuance costs in connection with the 11% PhaRMA Notes due 2024 (the “PhaRMA Notes”) of approximately $1.4 million recorded in prepaid expenses and other current assets and approximately $2.8 million in other assets to a reduction in PhaRMA notes payable as of December 31, 2014. The financing costs incurred in connection with the issuance of the Company’s 2022 Notes were recorded as a reduction in the carrying value of such debt. The Company’s adoption of this standard did not have a significant impact on its results of operations or cash flows for the three or nine months ended September 30, 2015.
Derivative Assets and Liabilities	Derivative Assets and Liabilities In June 2015, in connection with the issuance of the 2022 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedges”). Concurrently with entering into the Convertible Note Hedges, the Company also entered into certain warrant transactions in which it sold note hedge warrants (the “Note Hedge Warrants”) to the Convertible Note Hedge counterparties to acquire 20,249,665 shares of the Company’s Class A common stock, subject to customary anti-dilution adjustments (Note 9). These instruments were assessed by the Company to be derivative financial instruments, as it was determined that the instruments meet the criteria for classification as derivatives under Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”). The derivatives are recorded as assets or liabilities at fair value using the Black-Scholes option pricing model, and the changes in fair value are immediately recorded as a component of other (expense) income in the Condensed Consolidated Statements of Operations, as the derivatives had not been formally designated as hedges for accounting purposes in accordance with ASC 815.
New Accounting Pronouncements	New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition , and most industry-specific guidance. The new standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. Early adoption is permitted beginning after December 15, 2016, including interim reporting periods within those years. The Company is currently evaluating the potential impact that ASU 2014-09 may have on its financial position and results of operations. In April 2015, the FASB issued ASU No. 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which amends ASC Topic 350, Intangibles — Goodwill and Other — Internal Use Software . Under this standard, if a cloud computing arrangement includes a software license, the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is not permitted. The Company does not expect adoption of this standard to have a significant impact on the Company’s financial position or results of operations. The Company did not adopt any other new accounting pronouncements during the three or nine months ended September 30, 2015 that had a material effect on the Company’s condensed consolidated financial statements.

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2015
Net Loss Per Share
Schedule of potentially dilutive securities that have been excluded from computation of diluted weighted average shares outstanding	The following table sets forth potential common shares subject to repurchase and issuable upon the exercise of outstanding options, the exercise of the Note Hedge Warrants, the vesting of restricted stock units and the conversion of the 2022 Notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as their effect would be anti-dilutive (in thousands): Nine Months Ended September 30, 2015 2014 Options to purchase common stock Shares subject to repurchase Restricted stock units — Note hedge warrants — 2022 Notes —

Collaboration and License Agr21

Collaboration and License Agreements (Tables)	9 Months Ended
	Sep. 30, 2015
Collaboration and License Agreements
Schedule of revenue attributable to transactions from collaboration and license arrangements	The following table provides amounts included in the Company’s consolidated statements of operations as collaborative arrangements revenue attributable to transactions from these arrangements (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Allergan plc $ $ $ $ AstraZeneca AB Almirall, S.A. Astellas Pharma Inc. Exact Sciences Corp. — — Total collaborative arrangements revenue $ $ $ $
Schedule of amounts recorded for commercial efforts related to LIZNESS	The following table presents the amounts recorded by the Company for commercial efforts related to LINZESS in the U.S. in the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Collaborative arrangements revenue (1) (2) $ $ $ $ Selling, general and administrative costs incurred by the Company (1) ) ) ) ) The Company’s share of net profit $ $ $ $ ) (1) Includes only collaborative arrangement revenue or selling, general and administrative costs attributable to the cost-sharing arrangement with Allergan . (2) Includes a net profit share adjustment payable to Allergan of approximately $2.4 million recorded during the nine months ended September 30, 2015. Also includes a net profit share adjustment received from Allergan of approximately $2.3 million recorded during the nine months ended September 30, 2014, as described above.

Fair Value of Financial Instr22

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value of Financial Instruments
Schedule of assets and liabilities measured at fair value on a recurring basis	The following tables present the assets and liabilities the Company has measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Using September 30, 2015 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents: Money market funds $ $ $ — $ — U.S. government-sponsored securities — — Available-for-sale securities: U.S. Treasury securities — — U.S. government-sponsored securities — — Convertible note hedges — — Total assets Liabilities: Note hedge warrants — — Total liabilities — — Total assets and liabilities measured at fair value $ $ $ $ Fair Value Measurements at Reporting Date Using December 31, 2014 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash and cash equivalents: Money market funds $ $ $ — $ — Available-for-sale securities: U.S. Treasury securities — — U.S. government-sponsored securities — — Total assets measured at fair value $ $ $ $ —
Schedule of assumptions used in fair market valuations	Convertible Note Hedges Note Hedge Warrants Risk-free interest rate (1) % % Time to maturity Stock price (2) $ $ Strike price (3) $ $ Common stock volatility (4) % % Dividend yield — % — % (1) Based on U.S. Treasury Curve. (2) The closing price of the Company’s common stock on the last trading day of the quarter. (3) As per agreement. (4) Selected volatility based on historical volatility and implied volatility.
Schedule of the change in Level 3 convertible note derivatives	Convertible Note Hedges Note Hedge Warrants Balance at December 31, 2014 $ — $ — Issuance of note hedge warrants — ) Purchase of convertible note hedges — Change in fair value, recorded as a component of loss on derivatives ) Balance at September 30, 2015 $ $ )

Available-for-Sale Securities (

Available-for-Sale Securities (Tables)	9 Months Ended
	Sep. 30, 2015
Available-for-Sale Securities
Schedule of summary of available-for-sale securities	The following tables summarize the available-for-sale securities held at September 30, 2015 and December 31, 2014 (in thousands): Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value September 30, 2015 U.S. Treasury securities $ $ $ — $ U.S. government-sponsored securities ) Total $ $ $ ) $ Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2014 U.S. Treasury securities $ $ $ — $ U.S. government-sponsored securities ) Total $ $ $ ) $

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2015
Inventory
Schedule of Inventory	Inventory consisted of the following (in thousands): September 30, 2015 December 31, 2014 Raw materials $ — $

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2015
Property and Equipment
Schedule of property and equipment	Property and equipment, net consisted of the following (in thousands): September 30, 2015 December 31, 2014 Manufacturing equipment $ $ Laboratory equipment Computer and office equipment Furniture and fixtures Software Construction in process Leased vehicles Leasehold improvements Less accumulated depreciation and amortization ) ) $ $

Accrued Expenses and Other Cu26

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2015
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consisted of the following (in thousands): September 30, 2015 December 31, 2014 Salaries and benefits $ $ Professional fees Accrued interest Accrued loss on non-cancellable purchase commitments — Other $ $

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2015
Notes Payable.
Schedule of outstanding Convertible Note	The Company’s outstanding Convertible Note balances as of September 30, 2015 consisted of the following (in thousands): Liability component: Principal $ Less: unamortized debt discount ) Net carrying amount $ Equity component $
Schedule of interest expense related to Convertible Notes	The following table sets forth total interest expense recognized related to the 2022 Notes during the three and nine months ended September 30, 2015 (in thousands): Three Months Ended Nine Months Ended September 30, 2015 September 30, 2015 Contractual interest expense $ $ Amortization of debt issuance costs Amortization of debt discount Total interest expense $ $
Schedule of redemption price as percentage of outstanding principal balance	Payment Dates Redemption Percentage From and including January 1, 2015 to and including December 31, 2015 % From and including January 1, 2016 to and including December 31, 2016 % From and including January 1, 2017 and thereafter %

Employee Stock Benefit Plans (T

Employee Stock Benefit Plans (Tables)	9 Months Ended
	Sep. 30, 2015
Employee Stock Benefit Plans
Share-based compensation expense reflected in the condensed consolidated statements of operations	The following table summarizes share-based compensation expense reflected in the condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Research and development $ $ $ $ Selling, general and administrative $ $ $ $
Summary of stock option activity	Number of Shares Weighted-Average Exercise Price (in thousands) Outstanding at December 31, 2014 $ Granted Exercised ) Cancelled ) Outstanding at September 30, 2015 $
Schedule of weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes option-pricing model	Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Expected volatility % % % % Expected term (in years) Risk-free interest rate % % % % Expected dividend yield — % — % — % — %
Summary of RSU activity	Number of Shares Weighted- Average Fair Value (in thousands) Unvested as of December 31, 2014 — — Granted $ Vested — — Forfeited ) Unvested as of September 30, 2015 $

Nature of Business (Details)

Nature of Business (Details) $ in Thousands	1 Months Ended		9 Months Ended
	Oct. 31, 2015	Jun. 30, 2015USD ($)shares	Sep. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Jan. 31, 2013USD ($)
Common stock
Dosage of linaclotide evaluated in adult patients during Phase III clinical trial with Actavis (in mcg)	72
Approved Dosage of linaclotide evaluated in adult patients during Phase III clinical trial with Actavis (in mcg)	145
Deferred Finance Costs
Net proceeds received			$ 335,699
Prepaid expenses and other current assets			6,502	$ 9,180
Other assets			$ 3,223	3,042
Note hedge warrants
Derivative Assets and Liabilities
Convertible notes, bond hedge warrants issued | shares		20,249,665
Accounting Standards Update 2015-03 | New Accounting Pronouncement, Early Adoption, Effect
Deferred Finance Costs
Prepaid expenses and other current assets				1,400
Other assets				$ 2,800
Convertible Senior Notes
Deferred Finance Costs
Annual interest rate of notes (as a percent)		2.25%
PhaRMA Notes
Deferred Finance Costs
Aggregate principal amount of notes issued					$ 175,000
Annual interest rate of notes (as a percent)					11.00%
2.25% Convertible Senior Notes due in 2022 | Convertible Senior Notes
Deferred Finance Costs
Aggregate principal amount of notes issued		$ 335,700
Net proceeds received		324,000
Fees and expenses		$ 11,700
Annual interest rate of notes (as a percent)		2.25%

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2015
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	62,080,000	20,880,000
Note hedge warrants
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	20,250,000
Note hedge warrants | Class A common stockholders
Potentially dilutive securities
Convertible notes, bond hedge warrants issued	20,249,665
Options to purchase common stock
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	20,936,000	20,732,000
Shares subject to repurchase
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	112,000	148,000
Restricted stock units
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	532,000
2.25% Convertible Senior Notes due in 2022
Potentially dilutive securities
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)	20,250,000
2.25% Convertible Senior Notes due in 2022 | Convertible Senior Notes
Potentially dilutive securities
Aggregate principal amount of notes issued			$ 335.7

Collaboration and License Agr31

Collaboration and License Agreements (Details) $ in Thousands		Nov. 13, 2009USD ($)shares	Sep. 01, 2009shares	Oct. 31, 2012USD ($)	Sep. 30, 2012USD ($)	Nov. 30, 2010USD ($)	Nov. 30, 2009USD ($)	May. 31, 2009USD ($)	Apr. 30, 2009USD ($)	Sep. 30, 2007USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)	Dec. 31, 2012USD ($)	Mar. 31, 2015USD ($)	Dec. 31, 2014USD ($)
Collaboration and License Agreements
Total collaborative arrangements revenue											$ 39,572	$ 16,918	$ 96,248	$ 38,363
Net amounts receivable from third party											2,570		$ 2,570				$ 10
Allergan Plc | Collaborative arrangement | Development milestones
Collaboration and License Agreements
Number of milestones achieved under collaboration agreement | item													6
Allergan Plc | Collaborative arrangements
Collaboration and License Agreements
Total collaborative arrangements revenue											35,083	13,523	$ 84,790	23,748
Net profit share adjustment payable													2,400
Net profit share adjustment received														2,300
Up-front fee received										$ 70,000
Equity investment in the entity's capital stock													25,000
Asset value for contingent equity investment by collaborative party recorded at inception of agreement										9,000
Incremental deferred revenue related to contingent equity investment										$ 9,000
Net cost sharing offset or incremental expense related to research and development expense											2,900	1,200	14,800	3,300
Net amounts receivable from third party																$ 4,300
Collaborative arrangements revenue	[1],[2]										34,750	13,510	84,162	23,735
Selling, general and administrative costs incurred by the Company	[2]										(8,645)	(8,187)	(24,648)	(23,992)
The Company's share of net profit											26,105	5,323	59,514	(257)
Allergan Plc | Collaborative arrangements | Convertible preferred stock (Note 11)
Collaboration and License Agreements
Issuance of Convertible preferred stock (in shares) | shares			2,083,333
Allergan Plc | Collaborative arrangements | Development and sales milestones
Collaboration and License Agreements
Cumulative license fees and development milestone payments received													$ 205,000
Allergan Plc | Collaborative arrangements | Development milestones
Collaboration and License Agreements
Milestone payment received					$ 135,000
Allergan Plc | Collaborative arrangements | Commercialization milestone
Collaboration and License Agreements
Percentage of net profit from commercialization													50.00%
Percentage of net loss from commercialization													50.00%
Allergan Plc | Collaborative arrangements | Maximum | Sales milestones
Collaboration and License Agreements
Milestone payment due upon the first commercial launch in each of the five major European Union countries											$ 100,000		$ 100,000
Allergan Plc | Co-promotion
Collaboration and License Agreements
Number of health care practitioners (in practitioners)											25,000		25,000
Allergan Plc | Co-promotion | Maximum | Sales milestones
Collaboration and License Agreements
Milestone payment to be received by company upon milestone achievement													$ 20,000
AstraZeneca | Collaborative arrangement
Collaboration and License Agreements
Up-front fee received				$ 25,000
AstraZeneca | Collaborative arrangements
Collaboration and License Agreements
Total collaborative arrangements revenue											$ 474	1,959	2,170	2,645
Up-front fee received				25,000
Net cost sharing offset or incremental expense related to research and development expense												500	700	1,800
AstraZeneca | Collaborative arrangements | Sales milestones
Collaboration and License Agreements
Milestone payment to be received by company upon milestone achievement				$ 125,000
AstraZeneca | Collaborative arrangements | Commercialization milestone
Collaboration and License Agreements
Percentage of net profit from commercialization				55.00%
Percentage of net loss from commercialization				55.00%
Almirall, S.A. | Collaborative arrangements
Collaboration and License Agreements
Total collaborative arrangements revenue											143	158	360	7,473
Up-front fee received								$ 40,000							$ 6,000
Milestone payment due upon the first commercial launch in each of the five major European Union countries											4,000		4,000
Asset value for contingent equity investment by collaborative party recorded at inception of agreement									$ 6,000
Incremental deferred revenue related to contingent equity investment									$ 6,000
Royalty revenue												200		500
Almirall, S.A. | Collaborative arrangements | Convertible preferred stock (Note 11)
Collaboration and License Agreements
Equity investment in the entity's capital stock		$ 15,000
Issuance of Convertible preferred stock (in shares) | shares		681,819
Almirall, S.A. | Collaborative arrangements | Development milestones
Collaboration and License Agreements
Milestone payment received						$ 20,000
Astellas Pharma Inc. | Collaborative arrangement
Collaboration and License Agreements
Total collaborative arrangements revenue												1,300		4,500
Astellas Pharma Inc. | Collaborative arrangements
Collaboration and License Agreements
Total collaborative arrangements revenue											1,806	$ 1,278	5,886	$ 4,497
Up-front fee received							$ 30,000
Collaborative arrangements revenue											1,800		5,900
Exact Sciences Corp. | Collaborative arrangements
Collaboration and License Agreements
Total collaborative arrangements revenue											2,066		3,042
Canada and Mexico | Allergan Plc | Collaborative arrangements
Collaboration and License Agreements
Royalty revenue											$ 300		$ 600
[1]	Includes a net profit share adjustment payable to Allergan of approximately $2.4 million recorded during the nine months ended September 30, 2015. Also includes a net profit share adjustment received from Allergan of approximately $2.3 million recorded during the nine months ended September 30, 2014, as described above.
[2]	Includes only collaborative arrangement revenue or selling, general and administrative costs attributable to the cost-sharing arrangement with Allergan.

Collaboration and License Agr32

Collaboration and License Agreements (Details 2) $ in Thousands	Nov. 13, 2009USD ($)shares	Nov. 30, 2010USD ($)	May. 31, 2009USD ($)	Apr. 30, 2009USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Jun. 30, 2014USD ($)	Mar. 31, 2014USD ($)	Jun. 30, 2013USD ($)item	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)	Dec. 31, 2012USD ($)	Oct. 31, 2015USD ($)	Feb. 28, 2014USD ($)
Collaboration and License Agreements
Total collaborative arrangements revenue					$ 39,572	$ 16,918				$ 96,248	$ 38,363
Almirall, S.A. | Collaborative arrangements
Collaboration and License Agreements
Up-front fee received, net			$ 38,000
Up-front fee received			$ 40,000									$ 6,000
Asset value for contingent equity investment by collaborative party recorded at inception of agreement				$ 6,000
Incremental deferred revenue related to contingent equity investment				6,000
Milestone payment due upon the first commercial launch in each of the five major European Union countries					4,000					$ 4,000
Number of major European Union countries | item									5	5
Number of major European Union countries in which commercial launch occurred | item									2
Total collaborative arrangements revenue					$ 143	158				$ 360	7,473
Revenue recognized from sale of API											5,100
Revenue recognized in commercial launch milestones											1,900
Revenue recognized in royalty payments						$ 200					$ 500
Almirall, S.A. | Collaborative arrangements | Convertible preferred stock (Note 11)
Collaboration and License Agreements
Equity investment in the entity's capital stock	$ 15,000
Issuance of Convertible preferred stock (in shares) | shares	681,819
Almirall, S.A. | Collaborative arrangements | Development and sales milestones
Collaboration and License Agreements
Maximum contingent equity and milestone payments to be received				40,000
Almirall, S.A. | Collaborative arrangements | Development milestones
Collaboration and License Agreements
Milestone payment received, net of foreign withholding taxes		$ 19,000
Milestone payment received		$ 20,000
Total milestone payment due upon the first commercial launch in all major European Union countries									$ 17,000					$ 17,000
Almirall, S.A. | Collaborative arrangements | Development milestones | Convertible preferred stock (Note 11)
Collaboration and License Agreements
Contingent equity investment to be received form forward purchase contract				$ 15,000
Almirall, S.A. | Collaborative arrangements | Amended Development Milestones
Collaboration and License Agreements
Milestone payment received, net of foreign withholding taxes							$ 1,000		$ 1,900
Milestone payment received							1,000	$ 1,000
Number of milestones achieved under collaboration agreement | item									2
Milestones, net of foreign tax withholdings							$ 1,000		$ 1,000
Almirall S A and Allergan Plc | Collaborative arrangements
Collaboration and License Agreements
Remaining milestone payment due upon the amendment to the license agreement													$ 42,500

Collaboration and License Agr33

Collaboration and License Agreements (Details 3) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended		11 Months Ended
	Mar. 31, 2013	Nov. 30, 2009USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)
Collaboration and License Agreements
Collaborative arrangements revenue			$ 39,572	$ 16,918	$ 96,248	$ 38,363
Astellas Pharma Inc. | Collaborative arrangement
Collaboration and License Agreements
Collaborative arrangements revenue				1,300		4,500
Revenue recognized from sale of API					500
Astellas Pharma Inc. | Collaborative arrangements
Collaboration and License Agreements
Up-front fee received		$ 30,000
Estimated development period prior to assessment	115 months
Estimated development period	85 months
Revenue recognized as a result of revised estimate of development period			500		1,500
Up-front license fee revenue recognized			1,300	3,800	1,300	3,800
Up-front license fee deferred			7,600		7,600		$ 7,600
Collaborative arrangements revenue			1,806	1,278	$ 5,886	4,497
Revenue recognized from sale of API				$ 700		$ 700
Astellas Pharma Inc. | Collaborative arrangements | Additional development milestones
Collaboration and License Agreements
Total number of milestone payments to be received (in payments)					3
Astellas Pharma Inc. | Collaborative arrangements | Additional development milestones | Maximum
Collaboration and License Agreements
Total milestone payments to be received					$ 45,000
Astellas Pharma Inc. | Collaborative arrangements | Phase 3 milestones
Collaboration and License Agreements
Milestone payment to be received by company upon milestone achievement					15,000
Revenue recognized over the remaining development period			3,200		3,200		3,200
Collaborative arrangements revenue			$ 500		$ 1,600		$ 11,800
Astellas Pharma Inc. | Collaborative arrangements | Japanese NDA equivalent filing milestone
Collaboration and License Agreements
Total number of milestone payments to be received (in payments)					2
Milestone payment to be received by company upon milestone achievement					$ 15,000
Astellas Pharma Inc. | Collaborative arrangements | Approval of Japanese NDA equivalent filing milestone
Collaboration and License Agreements
Milestone payment to be received by company upon milestone achievement					$ 15,000

Collaboration and License Agr34

Collaboration and License Agreements (Details 4) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		9 Months Ended
	Mar. 31, 2015	Aug. 31, 2014	Oct. 31, 2012	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Collaboration and License Agreements
Total revenues				$ 39,572	$ 16,918	$ 96,248	$ 38,363
AstraZeneca | Collaborative arrangement
Collaboration and License Agreements
Up-front fee received			$ 25,000
Collaborative arrangements revenue earned				400	1,800	2,000	1,800
AstraZeneca | Collaborative arrangements
Collaboration and License Agreements
Prior notice period to terminate the agreement			180 days
Up-front fee received			$ 25,000
Additional budget for activities supporting the development of linaclotide		$ 14,000
Total amount of non-contingent arrangement consideration			$ 34,000
Percentage of costs of clinical trial material supply services and research, development and regulatory activities allocated			55.00%
Amount of arrangement consideration for clinical trial material supply services and research, development and regulatory activities			$ 9,000
Discount rate utilized in analysis (as a percent)			11.50%
Arrangement Consideration allocated to the License Deliverable			$ 29,700
Arrangement Consideration allocated to the R&D Services			1,800
Arrangement Consideration allocated to the JDC services			100
Arrangement Consideration allocated to the clinical trial material supply services			300
Arrangement Consideration allocated to Co-Promotion Deliverable			2,100
Net cost sharing offset or incremental expense related to research and development expense					500	700	1,800
Collaborative arrangements revenue earned							800
Total revenues				474	$ 1,959	2,170	$ 2,645
AstraZeneca | Collaborative arrangements | Sales milestones
Collaboration and License Agreements
Milestone payment to be received by company upon milestone achievement			$ 125,000
AstraZeneca | Collaborative arrangements | Commercialization milestone
Collaboration and License Agreements
Percentage of net profit from commercialization			55.00%
Percentage of net loss from commercialization			55.00%
Exact Sciences Corp | Co-promotion
Collaboration and License Agreements
Total revenues				$ 2,000		$ 3,000
Initial term of agreement	1 year
Period following termination of agreement during which the reduced royalties will be paid	1 year
Exact Sciences Corp | Co-promotion | Maximum
Collaboration and License Agreements
Reimbursement of revenue	$ 4,800

Collaboration and License Agr35

Collaboration and License Agreements (Details 5) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Sep. 30, 2014USD ($)
Collaboration and License Agreements
Research and development expense	$ 25,830	$ 25,122	$ 81,119	$ 74,408
Other Collaboration and License Agreements
Collaboration and License Agreements
Aggregate up-front fee paid			5,800
Contingent milestone payable per product, maximum			114,500
Research and development expense				$ 1,000
Other Collaboration and License Agreements | Sales milestones
Collaboration and License Agreements
Contingent milestone payable per product			35,000
Other Collaboration and License Agreements | Development milestones
Collaboration and License Agreements
Contingent milestone payable			7,500
Milestone payment			2,500
Contingent milestone payable per product			21,500
Other Collaboration and License Agreements | Regulatory milestones
Collaboration and License Agreements
Contingent milestone payable			18,000
Milestone payment			0
Contingent milestone payable per product			$ 58,000
Co-promotion | Allergan Plc
Collaboration and License Agreements
Number of health care practitioners (in practitioners)	25,000		25,000

Fair Value of Financial Instr36

Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Jun. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Jan. 31, 2013
Description
Available-for-sale securities	$ 214,229		$ 174,037
Fair Value Transfer Between Measurement Levels	0			$ 0
PhaRMA Notes
Description
Aggregate principal amount of notes issued in private placement					$ 175,000
Annual cash interest rate					11.00%
PhaRMA Notes | 11% PhaRMA Notes
Description
Aggregate principal amount of notes issued in private placement					$ 175,000
Convertible Senior Notes
Description
Annual cash interest rate		2.25%
Convertible Senior Notes | 2.25% Convertible Senior Notes due in 2022
Description
Aggregate principal amount of notes issued in private placement		$ 335,700
Annual cash interest rate		2.25%
Significant Other Observable Inputs (Level 2) | Convertible Senior Notes | 2.25% Convertible Senior Notes due in 2022
Description
Estimated fair value	302,700
Significant Unobservable Inputs (Level 3) | PhaRMA Notes | 11% PhaRMA Notes
Description
Estimated fair value	171,200		182,500
Recurring basis | Fair Value
Description
Total assets	533,627		235,003
Total liabilities	62,976
Total assets and liabilities measured at fair value	596,603
Recurring basis | Fair Value | Convertible Note Hedges
Description
Available-for-sale securities	72,494
Recurring basis | Note hedge warrants | Fair Value
Description
Total liabilities	62,976
Recurring basis | Money market funds | Fair Value
Description
Cash and cash equivalents	239,871		60,966
Recurring basis | U.S. Treasury securities | Fair Value
Description
Available-for-sale securities	50,220		24,005
Recurring basis | U.S. government-sponsored securities | Fair Value
Description
Cash and cash equivalents	7,033
Available-for-sale securities	164,009		150,032
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1)
Description
Total assets	290,091		84,971
Total assets and liabilities measured at fair value	290,091
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds
Description
Cash and cash equivalents	239,871		60,966
Recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Treasury securities
Description
Available-for-sale securities	50,220		24,005
Recurring basis | Significant Other Observable Inputs (Level 2)
Description
Total assets	171,042		150,032
Total assets and liabilities measured at fair value	171,042
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. government-sponsored securities
Description
Cash and cash equivalents	7,033
Available-for-sale securities	164,009		$ 150,032
Recurring basis | Significant Unobservable Inputs (Level 3)
Description
Total assets	72,494
Total liabilities	62,976
Total assets and liabilities measured at fair value	135,470
Recurring basis | Significant Unobservable Inputs (Level 3) | Convertible Note Hedges
Description
Available-for-sale securities	72,494
Recurring basis | Significant Unobservable Inputs (Level 3) | Note hedge warrants
Description
Total liabilities	$ 62,976

Fair Value of Financial Instr37

Fair Value of Financial Instruments (Details 2) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)$ / shares
Changes in fair value
Issuance of note hedge warrants	$ 70,849
Purchase of convertible note hedges	$ (91,915)
Note hedge warrants | Significant Unobservable Inputs (Level 3)
Derivative Instrument Detail [Abstract]
Risk-free interest rate (as a percent)	1.80%	[1]
Time to maturity	7 years 3 months 18 days
Stock price (in dollars per share) | $ / shares	$ 10.42	[2]
Strike price (in dollars per share) | $ / shares	$ 21.50	[3]
Common stock volatility (as a percent)	45.00%	[4]
Changes in fair value
Issuance of note hedge warrants	$ (70,849)
Change in fair value, recorded as a component of loss on derivatives	7,873
Balance at end of period	(62,976)
Convertible Note Hedges
Changes in fair value
Purchase of convertible note hedges	91,915
Change in fair value, recorded as a component of loss on derivatives	(19,421)
Balance at end of period	$ 72,494
Convertible Note Hedges | Significant Unobservable Inputs (Level 3)
Derivative Instrument Detail [Abstract]
Risk-free interest rate (as a percent)	1.70%	[1]
Time to maturity	6 years 8 months 12 days
Stock price (in dollars per share) | $ / shares	$ 10.42	[2]
Strike price (in dollars per share) | $ / shares	$ 16.58	[3]
Common stock volatility (as a percent)	45.00%	[4]
[1]	(1)Based on U.S. Treasury Curve.
[2]	(2)The closing price of the Company’s common stock on the last trading day of the quarter.
[3]	(3) As per agreement
[4]	(4) Selected volatility based on historical volatility and implied volatility.

Available-for-Sale Securities38

Available-for-Sale Securities (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)	Sep. 30, 2015USD ($)item	Sep. 30, 2014USD ($)	Dec. 31, 2014USD ($)item
Available-for-Sale Securities
Amortized Cost	$ 214,181,000		$ 214,181,000		$ 174,056,000
Gross Unrealized Gains			55,000		6,000
Gross Unrealized Losses			(7,000)		(25,000)
Fair Value	$ 214,229,000		$ 214,229,000		$ 174,037,000
Contractual maturity period, maximum			1 year
Number of investments classified as available-for-sale securities in an unrealized loss position (in investments) | item	9		9		27
Number of investments classified as available-for-sale securities in an unrealized loss position for more than twelve months (in investments) | item	0		0		0
Aggregate fair value of securities none of which had been in an unrealized loss position for more than twelve months	$ 41,800,000		$ 41,800,000		$ 101,900,000
Proceeds from sales of available-for-sale securities	0	$ 0	0	$ 0
U.S. Treasury securities
Available-for-Sale Securities
Amortized Cost	50,193,000		50,193,000		24,001,000
Gross Unrealized Gains			27,000		4,000
Fair Value	50,220,000		50,220,000		24,005,000
U.S. government-sponsored securities
Available-for-Sale Securities
Amortized Cost	163,988,000		163,988,000		150,055,000
Gross Unrealized Gains			28,000		2,000
Gross Unrealized Losses			(7,000)		(25,000)
Fair Value	$ 164,009,000		$ 164,009,000		$ 150,032,000

Inventory (Details)

Inventory (Details) $ in Thousands	3 Months Ended				9 Months Ended	12 Months Ended
	Sep. 30, 2015USD ($)	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Jun. 30, 2014USD ($)	Sep. 30, 2015USD ($)	Dec. 31, 2014USD ($)	Aug. 04, 2015USD ($)
Number of minimum supply agreements (in agreements)					2	2
Demand forecast period			24 months
Reduced forecasted purchases period			18 months
Write-down of inventory				$ 8,900
Loss on non-cancellable purchase commitments		$ 3,200
Accrual loss on non-cancellable purchase commitments, current	$ 2,510				$ 2,510
Net realizable value	0		$ 4,954		0	$ 4,954
Japan, China, Hong Kong and Macau
Non-cancellable commercial supply purchase obligations	22,300				22,300
Other Liabilities
Accrual for non-cancellable purchase commitments, noncurrent	6,900				10,100
Accrued Expenses And Other Current Liabilities
Accrual loss on non-cancellable purchase commitments, current	2,500				$ 2,500
Suppliers
Number of suppliers (in suppliers)							2
Number of amendments (in amendments)							1
Non-cancellable commercial supply purchase obligations							$ 34,900
Allergan Plc | European market
Loss on non-cancellable purchase commitments	$ 9,400

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
Property and equipment
Property and equipment, gross		$ 82,632	$ 82,805
Less accumulated depreciation and amortization		(59,449)	(52,979)
Property and equipment, net		23,183	29,826
Loss on facility subleases	$ 2,573
Manufacturing equipment
Property and equipment
Property and equipment, gross		3,747	3,623
Laboratory equipment
Property and equipment
Property and equipment, gross		14,229	15,126
Computer and office equipment
Property and equipment
Property and equipment, gross		5,220	5,185
Furniture and fixtures
Property and equipment
Property and equipment, gross		2,093	2,093
Software
Property and equipment
Property and equipment, gross		14,168	13,921
Construction in process
Property and equipment
Property and equipment, gross		169	1,457
Leased vehicles
Property and equipment
Property and equipment, gross		4,531	4,472
Leasehold improvements
Property and equipment
Property and equipment, gross		$ 38,475	$ 36,928

Accrued Expenses and Other Cu41

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accrued Expenses and Other Current Liabilities
Salaries and benefits	$ 16,139	$ 16,582
Professional fees	626	574
Accrued interest	3,012	850
Accrual loss on non-cancellable purchase commitments	2,510
Other	2,291	4,606
Total accrued expenses and other current liabilities	$ 24,578	$ 22,612

Notes Payable (Details)

Notes Payable (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 30, 2015	Sep. 30, 2015
Notes Payable
Net proceeds received		$ 335,699,000
Convertible Senior Notes
Notes Payable
Annual interest rate of notes (as a percent)	2.25%
Maximum period of the sole remedy for event failures in the Indenture		180 days
2.25% Convertible Senior Notes due in 2022 | Convertible Senior Notes
Notes Payable
Aggregate principal amount of notes issued	$ 335,700,000
Net proceeds received	324,000,000
Fees and expenses	11,700,000
Payments for convertible bond hedges	$ 21,100,000
Annual interest rate of notes (as a percent)	2.25%
Amortization period	7 years
Class A common stockholders | Convertible Senior Notes
Notes Payable
Number of trading days		30 days
Class A common stockholders | Maximum | Convertible Senior Notes
Notes Payable
Number of trading days		20 days
Class A common stockholders | 2.25% Convertible Senior Notes due in 2022 | Convertible Senior Notes
Notes Payable
Initial conversion rate, number of shares to be issued per $1000 of principal amount (in shares)	60.3209
Initial conversion price (in dollars per share)	$ 16.58
Approximate shares issued upon conversion (in shares)	20,249,665
Principal amount used for debt instrument conversion ratio	$ 1,000
Number of trading days	30 days
Minimum percentage of stock price	130.00%
Number of business days immediately after any five consecutive trading day period during the measurement period	5 days
Number of consecutive trading days before five business days during the measurement period	5 days
Repurchase price, as percentage of principal amount, if company undergoes change of control	100.00%
Class A common stockholders | 2.25% Convertible Senior Notes due in 2022 | Maximum | Convertible Senior Notes
Notes Payable
Percentage of the trading price to the product of the sale price of the entity's common stock and the conversion rate	98.00%
Class A common stockholders | 2.25% Convertible Senior Notes due in 2022 | Minimum | Convertible Senior Notes
Notes Payable
Percentage of aggregate principal amount payable, in case of event of default	25.00%

Notes Payable (Details 2)

Notes Payable (Details 2) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Jun. 30, 2015	Sep. 30, 2015	Sep. 30, 2015
Liability component:
Contractual interest expense		$ 1,888
Amortization of debt issuance costs		137
Amortization of debt discount		3,001
Total interest expense		5,026
2.25% Convertible Senior Notes due in 2022 | Convertible Senior Notes
Liability component:
Principal		335,699	$ 335,699
Less: unamortized debt discount		(110,703)	(110,703)
Net carrying amount		224,996	224,996
Equity component		$ 114,199	$ 114,199
Debt Issuance Cost	$ 11,700
Debt issuance costs allocated to equity components	4,000
Debt issuance costs allocated to liability components	$ 7,700
Debt instrument term	7 years
Effective interest rate on liability components			9.34%
Contractual interest expense			$ 2,181
Amortization of debt issuance costs			160
Amortization of debt discount			3,496
Total interest expense			$ 5,837

Notes Payable (Details 3)

Notes Payable (Details 3) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2015USD ($)$ / sharesshares
Notes Payable
Long-term asset	$ 72,494
Long-term liability	62,976
Convertible Note Hedge
Notes Payable
Long-term asset	91,900
Long-term liability	70,800
Issuance cost	$ 21,100
Convertible Note Hedge | Class A common stockholders
Notes Payable
Convertible notes, shares issued | shares	20,249,665
Convertible notes, share price (in dollars per share) | $ / shares	$ 16.58
Convertible notes, bond hedge warrants issued | shares	20,249,665
Convertible notes, bond hedge warrants strike price (in dollars per share) | $ / shares	$ 21.50
Number of trading days for exercise of warrants	150 days

Notes Payable (Details 4)

Notes Payable (Details 4) - USD ($) $ in Thousands	Mar. 15, 2014	Jan. 04, 2013	Sep. 30, 2015	Dec. 31, 2014	Jan. 31, 2013
Notes Payable
Estimated principal payments			$ 20,121	$ 11,258
Prepaid expenses and other current assets			6,502	9,180
Other assets			3,223	3,042
PhaRMA notes payable, net of current portion			141,781	158,147
PhaRMA Notes
Notes Payable
Aggregate principal amount of notes issued in private placement					$ 175,000
Annual cash interest rate					11.00%
Principal payment			9,600
Estimated principal payments			$ 20,100
Percentage of net sales of LINZESS considered to determine quarterly payments on the notes	7.50%
Upfront cash proceeds		$ 175,000
Discount on issuance of debt		400
Debt issuance costs capitalized		$ 7,300
PhaRMA Notes | From and including January 1, 2015 to and including December 31, 2015
Notes Payable
Payment start date			Jan. 1, 2015
Payment end date			Dec. 31, 2015
Redemption Percentage			105.50%
PhaRMA Notes | From and including January 1, 2016 to and including December 31, 2016
Notes Payable
Payment start date			Jan. 1, 2016
Payment end date			Dec. 31, 2016
Redemption Percentage			102.75%
PhaRMA Notes | From and including January 1, 2017 and thereafter
Notes Payable
Payment start date			Jan. 1, 2017
Redemption Percentage			100.00%
Accounting Standards Update 2015-03 | New Accounting Pronouncement, Early Adoption, Effect
Notes Payable
Prepaid expenses and other current assets				1,400
Other assets				$ 2,800

Employee Stock Benefit Plans (D

Employee Stock Benefit Plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-based compensation is reflected in the condensed consolidated statements of operations
Share-based compensation	$ 6,640	$ 5,536	$ 18,969	$ 17,622
Research and development
Share-based compensation is reflected in the condensed consolidated statements of operations
Share-based compensation	2,662	2,151	7,407	7,112
Selling, general and administrative
Share-based compensation is reflected in the condensed consolidated statements of operations
Share-based compensation	$ 3,978	$ 3,385	$ 11,562	$ 10,510

Employee Stock Benefit Plans 47

Employee Stock Benefit Plans (Details 2) - Options to purchase common stock - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Number of Shares
Outstanding at the beginning of the period (in shares)			19,957
Granted (in shares)			3,145
Exercised (in shares)			(1,538)
Cancelled (in shares)			(628)
Outstanding at the end of the period (in shares)	20,936		20,936
Weighted-Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)			$ 10.07
Granted (in dollars per share)			15.14
Exercised (in dollars per share)			6.35
Cancelled (in dollars per share)			12.98
Outstanding at the end of the period (in dollars per share)	$ 11.02		$ 11.02
Weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes option-pricing model
Expected volatility (as a percent)	46.10%	47.80%	46.10%	46.90%
Expected term	6 years	6 years 1 month 6 days	6 years	6 years 1 month 6 days
Risk-free interest rate (as a percent)	1.80%	1.90%	1.70%	1.80%

Employee Stock Benefit Plans 48

Employee Stock Benefit Plans (Details 3) - Restricted stock units	9 Months Ended
	Sep. 30, 2015$ / sharesshares
Restricted Stock
Common stock receivable per option exercised (in shares)	1
Vesting percentage	25.00%
Summary of unvested shares of restricted stock, shares
Granted (in shares)	557,000
Forfeited (in shares)	(25,000)
Outstanding at the end of the period (in shares)	532,000
Summary of unvested shares of restricted stock, weighted-average fair value
Granted (in dollars per share) | $ / shares	$ 15.12
Forfeited (in dollars per share) | $ / shares	15.62
Outstanding at the end of the period (in dollars per share) | $ / shares	$ 15.09

Related Party Transactions (Det

Related Party Transactions (Details) $ in Millions	1 Months Ended		9 Months Ended
	Nov. 30, 2009shares	Sep. 30, 2009shares	Sep. 30, 2015USD ($)	Dec. 31, 2014USD ($)
Class B common stock
Related Party Transactions
Preferred stock conversion basis			1
Allergan Plc
Related Party Transactions
Accounts receivable | $			$ 34.4	$ 25.8
Allergan Plc | Convertible preferred stock (Note 11)
Related Party Transactions
Issuance of Convertible preferred stock (in shares)		2,083,333
Almirall, S.A. | Convertible preferred stock (Note 11)
Related Party Transactions
Issuance of Convertible preferred stock (in shares)	681,819