Clovis Oncology (CLVSQ) 10-Q 4 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 28, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	CLVS
Entity Registrant Name	Clovis Oncology, Inc.
Entity Central Index Key	1,466,301
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		44,772,600

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenues:
Product revenue, net	$ 7,045	$ 0
Operating expenses:
Cost of sales - product	1,163	0
Cost of sales - intangible asset amortization	372	0
Research and development	32,447	74,608
Selling, general and administrative	29,224	9,827
Change in fair value of contingent purchase consideration	0	516
Total expenses	63,206	84,951
Operating loss	(56,161)	(84,951)
Other income (expense):
Interest expense	(2,581)	(2,104)
Foreign currency losses	(159)	(551)
Other income	354	25
Other income (expense), net	(2,386)	(2,630)
Loss before income taxes	(58,547)	(87,581)
Income tax benefit	83	4,181
Net loss	(58,464)	(83,400)
Other comprehensive income
Foreign currency translation adjustments, net of tax	467	3,513
Net unrealized (loss) gain on available-for-sale securities, net of tax	(5)	230
Other comprehensive income	462	3,743
Comprehensive loss	$ (58,002)	$ (79,657)
Loss per basic and diluted common share:
Basic and diluted net loss per common share	$ (1.33)	$ (2.17)
Basic and diluted weighted average common shares outstanding	44,039	38,360

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 276,049	$ 216,186
Accounts receivable, net	2,378	121
Inventories	6,504	0
Available-for-sale securities	132,778	49,997
Prepaid research and development expenses	5,465	6,427
Other current assets	5,645	6,679
Total current assets	428,819	279,410
Property and equipment, net	4,226	4,440
Intangible assets, net	20,675	21,047
Goodwill	58,015	57,192
Other assets	24,879	2,468
Total assets	536,614	364,557
Current liabilities:
Accounts payable	23,918	10,912
Accrued research and development expenses	25,868	35,198
Other accrued expenses	9,083	19,487
Total current liabilities	58,869	65,597
Deferred income taxes, net	207	0
Milestone liability	20,528	20,062
Convertible senior notes	281,443	281,126
Deferred rent, long-term	1,358	1,406
Total liabilities	362,405	368,191
Commitments and contingencies (Note 14)
Stockholders' equity (deficit):
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2017 and December 31, 2016
Common stock, $0.001 par value per share, 100,000,000 shares authorized at March 31, 2017 and December 31, 2016; 44,769,756 and 38,724,090 shares issued and outstanding at March 31, 2017 and December 31, 2016 respectively	45	39
Additional paid-in capital	1,410,789	1,174,950
Accumulated other comprehensive loss	(47,118)	(47,580)
Accumulated deficit	(1,189,507)	(1,131,043)
Total stockholders' equity (deficit)	174,209	(3,634)
Total liabilities and stockholders' equity (deficit)	$ 536,614	$ 364,557

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Consolidated Balance Sheets
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	44,769,756	38,724,090
Common stock, shares outstanding	44,769,756	38,724,090

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Operating activities
Net loss	$ (58,464)	$ (83,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	8,947	10,965
Depreciation and amortization	639	270
Amortization of premiums and discounts on available-for-sale securities	214	80
Amortization of debt issuance costs	317	307
Change in fair value of contingent purchase consideration	0	1,049
Loss on disposal of property and equipment	0	169
Deferred income taxes	(60)	(4,145)
Changes in operating assets and liabilities:
Accounts receivable	(2,257)	0
Inventory	(6,504)	0
Prepaid and accrued research and development expenses	(10,047)	(7,601)
Other operating assets	(17,014)	(130)
Accounts payable	13,780	2,682
Other accrued expenses	(9,990)	(3,984)
Net cash used in operating activities	(80,439)	(83,738)
Investing activities
Purchases of property and equipment	(53)	(604)
Deposits for purchases of property and equipment	(2,515)	0
Purchases of available-for-sale securities	(133,000)	0
Maturities of available-for-sale securities	50,000	25,000
Acquired in-process research and development - milestone payment	(1,100)	0
Net cash (used in) provided by investing activities	(86,668)	24,396
Financing activities
Proceeds from the sale of common stock, net of issuance costs	221,224	0
Proceeds from the exercise of stock options	5,674	705
Net cash provided by financing activities	226,898	705
Effect of exchange rate changes on cash and cash equivalents	72	254
Increase (decrease) in cash and cash equivalents	59,863	(58,383)
Cash and cash equivalents at beginning of period	216,186	278,756
Cash and cash equivalents at end of period	276,049	220,373
Supplemental disclosure of cash flow information:
Cash paid for interest	3,594	3,594
Non-cash investing and financing activities:
Vesting of restricted stock units	$ 2,534	$ 0

Nature of Business and Basis of

Nature of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Nature of Business and Basis of Presentation
Nature of Business and Basis of Presentation	1. Nature of Business and Basis of Presentation Clovis Oncology, Inc. (together with its consolidated subsidiaries, the “Company”, “Clovis”, “we”, “our”, “us”) is a biopharmaceutical company focused on acquiring, developing and commercializing innovative anti-cancer agents in the United States, Europe and other international markets. We have and intend to continue to license or acquire rights to oncology compounds in all stages of development. In exchange for the right to develop and commercialize these compounds, we generally expect to provide the licensor with a combination of upfront payments, milestone payments and royalties on future sales. In addition, we generally expect to assume the responsibility for future drug development and commercialization costs. We currently operate in one segment. Since inception, our operations have consisted primarily of developing in-licensed compounds, evaluating new product acquisition candidates and general corporate activities. During the second quarter of 2016, we completed the submission of our New Drug Application (“NDA”) with the U.S. Food and Drug Administration (“FDA”) for approval of rucaparib in the U.S. On December 19, 2016, the FDA approved Rubraca ® (rucaparib) tablets as monotherapy for the treatment of patients with deleterious BRCA mutation (germline and/or somatic) associated advanced ovarian cancer who have been treated with two or more chemotherapies, and selected for therapy based on an FDA-approved companion diagnostic for Rubraca. We began selling Rubraca in the U.S. in the fourth quarter of 2016. Also in the fourth quarter of 2016, we submitted our rucaparib E.U. regulatory application for a comparable ovarian cancer indication, which was accepted by the European Medicines Agency (“EMA”) during the fourth quarter of 2016. Basis of Presentation All financial information presented includes the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited financial statements of Clovis Oncology, Inc. included herein reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of management, are necessary to fairly state our financial position, results of operations and cash flows for the periods presented herein. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”) for a broader discussion of our business and the opportunities and risks inherent in such business. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and revenue and related disclosures. On an ongoing basis, we evaluate our estimates, including estimates related to revenue deductions, intangible asset impairment, clinical trial accruals and share-based compensation expense. We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Liquidity We have incurred significant net losses since inception and have relied on our ability to fund our operations through debt and equity financings. We expect operating losses and negative cash flows to continue for the foreseeable future. As we continue to incur losses, transition to profitability is dependent upon achieving a level of revenues from Rubraca adequate to support our cost structure. We may never achieve profitability, and unless or until we do, we will continue to need to raise additional cash. In January 2017, we sold 5,750,000 shares of our common stock in a public offering at $41.00 per share. The net proceeds from the offering were $221.2 million, after deducting underwriting discounts and commissions and offering expenses. We intend to use the net proceeds of the offering for general corporate purposes, including commercial planning and sales and marketing expenses associated with the launch of Rubraca in the United States and, if approved by the EMA, in Europe, funding of our development programs, selling, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital. Based on current estimates, we believe that our existing cash, cash equivalents and available-for-sale securities will allow us to fund our operating plan through at least the next 12 months.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Revenue Recognition Product revenue is derived from sales of our product, Rubraca, in the United States. We distribute our product in the U.S. principally through a limited number of specialty distributor and specialty pharmacy providers, collectively, our customers. Our customers subsequently resell our products to patients and healthcare providers. Separately, we have arrangements with certain payors and other third parties that provide for government-mandated and privately-negotiated rebates, chargebacks and other discounts. Revenues from product sales are recognized when persuasive evidence of an arrangement exists, delivery has occurred and title of the product and associated risk of loss has passed to the customer, the price is fixed or determinable, collection from the customer has been reasonably assured and all performance obligations have been met and returns and allowances can be reasonably estimated. Revenue is recorded net of estimated rebates, chargebacks, discounts and other deductions as well as estimated product returns (collectively, “sales deductions”). We only recognize revenue on product sales once the product is resold to the patient or healthcare provider by the specialty distributor or specialty pharmacy provider, therefore reducing the significance of estimates made for product returns. To date, we have not had any product returns and, we currently do not have an accrual for product returns. We will continue to assess our estimate for product returns as we gain additional historical experience. Cost of Sales – Product Product cost of sales consists primarily of materials, third-party manufacturing costs as well as freight and royalties owed to our licensing partners for Rubraca sales. Based on our policy to expense costs associated with the manufacture of our products prior to regulatory approval, certain of the manufacturing costs of Rubraca units recognized as revenue during the three months ended March 31, 2017 were expensed prior to the December 19, 2016 FDA approval, and therefore are not included in costs of sales during the current period. We expect cost of sales to increase in relation to product revenues as we deplete these inventories and we expect to use the remaining pre-commercialization inventory for product sales through the third quarter of 2017. Cost of Sales – Intangible Asset Amortization Cost of sales for intangible asset amortization consists of the amortization of capitalized milestone payments made to our licensing partners upon FDA approval of Rubraca. Milestone payments are amortized on a straight-line basis over the estimated remaining patent life of Rubraca. Inventory Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. We began capitalizing incurred inventory related costs upon the regulatory approval of Rubraca. Prior to the regulatory approval of Rubraca, we incurred costs for the manufacture of the drug that could potentially be available to support the commercial launch of Rubraca and all such costs were recognized as research and development expense. We periodically analyze our inventory levels, and write down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and/or inventory in excess of expected sales requirements as cost of product revenues. Expired inventory would be disposed of and the related costs would be written off as cost of product revenues. The active pharmaceutical ingredient (“API”) in Rubraca is currently produced by a single supplier. As the API has undergone significant manufacturing specific to its intended purpose at the point it is purchased by us, we classify the API as work-in-process inventory. Our other significant accounting policies are described in Note 2, Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements included in the Company’s 2016 Form 10-K. From time to time, the Financial Accounting Standards Board (“FASB”) or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). Recently Adopted Accounting Standards During the first quarter of 2017, we adopted ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the financial reporting of the income tax impacts of share-based compensation arrangements. The classification guidance under ASU No. 2016-09 requires the recognition of excess tax benefits from share-based compensation arrangements as a discrete item within income tax benefit rather than additional paid-in capital and the classification guidance requiring presentation of excess tax benefits from share-based compensation arrangements as an operating activity on the statement of cash flows, rather than as a financing activity. The adoption of ASU No 2016-09 had no immediate impact on our financial statements and related disclosures because we do not currently recognize a tax benefit related to share-based compensation expense as we maintain net operating loss carryforwards and have established a valuation allowance against the entire net deferred tax asset as of March 31, 2017. Further, we have elected to continue to estimate the number of stock-based awards expected to vest, as permitted by ASU 2016-09, rather than electing to account for forfeitures as they occur. Also during the first quarter of 2017, we adopted ASU 2015-11, “Simplifying the Measurement of Inventory,” which was issued by the FASB in July 2015. ASU 2015-11 applies a simplified method to value inventory at the lower of cost or net realizable value rather than at the lower of cost or market. The adoption of ASU 2015-11 had no impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU No. 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the ASU, an entity should perform its annual, or interim, goodwill impairment by comparing the fair value of a reporting unit with its carrying amounts and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As permitted by the ASU, we have early adopted this standard and will apply the new guidance to any interim or annual goodwill impairment testing performed after the date of adoption, March 1, 2017. Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” and has subsequently issued several supplemental and/or clarifying ASUs (collectively, “ASC 606”). ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance. ASC 606 is intended to provide a more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. Adoption of ASC 606 is required for annual and interim periods beginning after December 15, 2017. Upon adoption, we must elect to adopt either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We expect to apply the new standard using the modified retrospective method upon its adoption date on January 1, 2018. We have begun a comprehensive scoping process to identify and disaggregate all revenue streams that may be impacted by the adoption of ASC 606. To date, we have examined our revenue recognition policy specific to revenue streams from representative contracts governing product sales from Rubraca and have come to preliminary conclusions on the impact of the new standard using the 5-step process prescribed by ASC 606. However, a detailed analysis of individual contracts representative of each of the revenue streams planned for the assessment phase of our implementation plan may impact these preliminary conclusions. We are continuing to assess ASC 606’s impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact the standard may have on our consolidated financial statements and related disclosures.

Financial Instruments and Fair

Financial Instruments and Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Financial Instruments and Fair Value Measurements
Financial Instruments and Fair Value Measurements	3. Financial Instruments and Fair Value Measurements Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three levels of inputs that may be used to measure fair value include: Level 1: Quoted prices in active markets for identical assets or liabilities. Our Level 1 assets consist of money market investments. We do not have Level 1 liabilities. Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 assets consist of U.S. treasury securities. We do not have Level 2 liabilities. Level 3: Unobservable inputs that are supported by little or no market activity. We do not have Level 3 assets or liabilities that are measured at fair value on a recurring basis. The following table identifies our assets and liabilities that were measured at fair value on a recurring basis (in thousands): Balance Level 1 Level 2 Level 3 March 31, 2017 Assets: Money market $ 123,166 $ 123,166 $ — $ — U.S. treasury securities 256,278 — 256,278 — Total assets at fair value $ 379,444 $ 123,166 $ 256,278 $ — December 31, 2016 Assets: Money market $ 202,361 $ 202,361 $ — $ — U.S. treasury securities 49,997 — 49,997 — Total assets at fair value $ 252,358 $ 202,361 $ 49,997 $ — There were no transfers between the Level 1 and Level 2 categories or into or out of the Level 3 category during the three months ended March 31, 2017. Financial instruments not recorded at fair value include our convertible senior notes. At March 31, 2017, the carrying amount of the convertible senior notes was $281.4 million, which represents the aggregate principal amount net of remaining debt issuance costs, and the fair value was $370.9 million. The fair value was determined using Level 2 inputs based on the indicative pricing published by certain investment banks or trading levels of the Notes, which are not listed on any securities exchange or quoted on an inter-dealer automated quotation system. See Note 9, Convertible Senior Notes for discussion of the convertible senior notes.

Available-for-Sale Securities

Available-for-Sale Securities	3 Months Ended
	Mar. 31, 2017
Available-for-Sale Securities
Available-for-Sale Securities	4. Available-for-Sale Securities As of March 31, 2017, available-for-sale securities consisted of the following (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. treasury securities $ $ — $ (12) $ 256,278 As of December 31, 2016, available-for-sale securities consisted of the following (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. treasury securities $ 50,004 $ — $ (7) $ 49,997 As of March 31, 2017, the fair value and gross unrealized losses of available-for-sale securities that have been in a continuous unrealized loss position for less than 12 months were as follows (in thousands): Aggregate Gross Fair Unrealized Value Losses U.S. treasury securities $ 256,278 $ (12) We have concluded that decline in the market value of the available-for-sales securities is temporary. A decline in the market value of a security below its cost that is deemed to be other than temporary is charged to earnings and results in the establishment of a new cost basis for the security. Factors evaluated to determine if an investment is other-than-temporarily impaired include significant deterioration in earnings performance, credit rating, asset quality or business prospects of the issuer; adverse changes in the general market conditions in which the issuer operates; and our intent and ability to hold the security until an anticipated recovery in value occurs. As of March 31, 2017, the amortized cost and fair value of available-for-sale securities by contractual maturity were (in thousands): Amortized Fair Cost Value Due in one year or less $ 256,290 $ Due in one year to two years — — Total $ 256,290 $

Inventories

Inventories	3 Months Ended
	Mar. 31, 2017
Inventories
Inventories	5. Inventories We generally have two categories of inventory: work-in-process and finished goods. As of March 31, 2017, the carrying value of all of our product inventory, which consisted only of the Rubraca API, was categorized as work-in-process. The costs related to our finished goods on-hand as of March 31, 2017 were expensed as incurred prior to the commercialization of Rubraca on December 19, 2016. The carrying value of our inventory as of December 31, 2016 was zero. At March 31, 2017, other assets on the Consolidated Balance Sheets includes a cash deposit of $18.2 million made to a manufacturer for the purchase of inventory which we do not expect to be commercially consumed within the next twelve months.

Other Current Assets

Other Current Assets	3 Months Ended
	Mar. 31, 2017
Other Current Assets [Abstract]
Other Current Assets	6. Other Current Assets Other current assets were comprised of the following (in thousands): March 31, December 31, 2017 2016 Receivable from partners $ 770 $ 2,882 Prepaid insurance 878 1,234 Prepaid expenses - other 2,975 2,109 Receivable - other 963 364 Other 59 90 Total $ 5,645 $ 6,679

Intangible Assets and Goodwill

Intangible Assets and Goodwill	3 Months Ended
	Mar. 31, 2017
Intangible Assets and Goodwill
Intangible Assets and Goodwill	7. Intangible Assets and Goodwill Intangible assets related to capitalized milestones under license agreements consisted of the following (in thousands): March 31, December 31, 2017 2016 Intangible asset - milestones $ 21,100 $ 21,100 Accumulated amortization (425) (53) Total intangible asset, net $ 20,675 $ 21,047 The estimated useful lives of these intangible assets are based on the estimated remaining patent life of Rubraca and extend through 2031. We recorded amortization expense of $0.4 million related to capitalized milestone payments during the three months ended March 31, 2017 included in cost of sales – intangible asset amortization at the Consolidated Statements of Operations and Comprehensive Loss. There was no amortization expense during the three months ended March 31, 2016. Estimated future amortization expense associated with intangibles is expected to be as follows (in thousands): 2017 (remaining) $ 1,114 2018 1,486 2019 1,486 2020 1,486 2021 1,486 Thereafter 13,617 $ 20,675 The change in goodwill established as part of the purchase accounting of EOS in November 2013 consisted of the following (in thousands): Balance at December 31, 2016 $ 57,192 Change in foreign currency gains and losses 823 Balance at March 31, 2017 $ 58,015

Other Accrued Expenses

Other Accrued Expenses	3 Months Ended
	Mar. 31, 2017
Payables And Accruals [Abstract]
Other Accrued Expenses	8. Other Accrued Expenses Other accrued expenses were comprised of the following (in thousands): March 31, December 31, 2017 2016 Accrued personnel costs $ 5,808 $ 15,850 Accrued interest payable 299 2,096 Income tax payable 629 556 Accrued corporate legal fees and professional services 1,467 589 Accrued expenses - other 880 396 Total $ 9,083 $ 19,487

Convertible Senior Notes

Convertible Senior Notes	3 Months Ended
	Mar. 31, 2017
Convertible Senior Notes,
Convertible Senior Notes	9. Convertible Senior Notes On September 9, 2014, we completed a private placement of $287.5 million aggregate principal amount of 2.5% convertible senior notes due 2021 (the “Notes”) resulting in net proceeds of $278.3 million after deducting offering expenses. In accordance with the accounting guidance, the conversion feature did not meet the criteria for bifurcation, and the entire principal amount was recorded as a long-term liability on the Consolidated Balance Sheets. The Notes are governed by the terms of the indenture between the Company, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. The Notes are senior unsecured obligations and bear interest at a rate of 2.5% per year, payable semi-annually in arrears on March 15 and September 15 of each year. The Notes will mature on September 15, 2021, unless earlier converted, redeemed or repurchased. Holders may convert all or any portion of the Notes at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, the holders will receive shares of our common stock at an initial conversion rate of 16.1616 shares per $1,000 in principal amount of Notes, equivalent to a conversion price of approximately $61.88 per share. The conversion rate is subject to adjustment upon the occurrence of certain events described in the indenture, but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or upon our issuance of a notice of redemption, we will increase the conversion rate for holders who elect to convert the Notes in connection with such a corporate event or during the related redemption period in certain circumstances. On or after September 15, 2018, we may redeem the Notes, at our option, in whole or in part, if the last reported sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending not more than two trading days preceding the date on which we provide written notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes. If we undergo a fundamental change, as defined in the indenture, prior to the maturity date of the Notes, holders may require us to repurchase for cash all or any portion of the Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Notes rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to all of our liabilities that are not so subordinated; effectively junior in right of payment to any secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. In connection with the issuance of the Notes, we incurred $9.2 million of debt issuance costs. The debt issuance costs are presented as a deduction from convertible senior notes on the Consolidated Balance Sheets and are amortized as interest expense over the expected life of the Notes using the effective interest method. We determined the expected life of the debt was equal to the seven-year term of the Notes. As of March 31, 2017 and December 31, 2016, the balance of unamortized debt issuance costs was $6.1 million and $6.4 million, respectively . The following table sets forth total interest expense recognized during the three months ended March 31, 2017 and 2016 (in thousands): Three months ended March 31, 2017 2016 Contractual interest expense $ 1,797 $ 1,797 Accretion of interest on milestone liability 467 — Amortization of debt issuance costs 317 307 Total interest expense $ 2,581 $ 2,104

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2017
Stockholders’ Equity
Stockholders' Equity	10. Stockholders’ Equity Common Stock In January 2017, we sold 5,750,000 shares of our common stock in a public offering at $41.00 per share. The net proceeds from the offering were $221.2 million, after deducting underwriting discounts and commissions and offering expenses. The holders of common stock are entitled to one vote per share on all matters to be voted upon by our stockholders. Subject to the preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of changes in foreign currency translation adjustments, which includes changes in a subsidiary’s functional currency, and unrealized gains and losses on available-for-sale securities. The accumulated balances related to each component of other comprehensive income (loss) are summarized as follows (in thousands): Foreign Currency Unrealized Total Accumulated Translation Adjustments (Losses) Gains Other Comprehensive Loss 2017 2016 2017 2016 2017 2016 Balance at December 31, $ (47,434) $ (47,077) $ (146) $ (383) $ (47,580) $ (47,460) Other comprehensive income (loss) 735 5,580 (5) 365 730 5,945 Total before tax (46,699) (41,497) (151) (18) (46,850) (41,515) Tax effect (268) (2,067) — (135) (268) (2,202) Balance at March 31, $ (46,967) $ (43,564) $ (151) $ (153) $ (47,118) $ (43,717) The period change between December 31, 2016 and March 31, 2017 was primarily due to the currency translation of the goodwill and deferred income taxes associated with the acquisition of EOS in November 2013. There were no reclassifications out of accumulated other comprehensive loss in both the three months ended March 31, 2017 and 2016.

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation
Share-Based Compensation	11. Share-Based Compensation Share-based compensation expense for all equity based programs, including stock options, restricted stock units and the employee stock purchase plan, for the three months ended March 31, 2017 and 2016 was recognized in the accompanying Consolidated Statements of Operations as follows (in thousands): Three months ended March 31, 2017 2016 Research and development $ 4,167 $ 7,309 Selling, general and administrative 4,780 3,656 Total share-based compensation expense $ 8,947 $ 10,965 We did not recognize a tax benefit related to share-based compensation expense during the three months ended March 31, 2017 and 2016, respectively, as we maintain net operating loss carryforwards and have established a valuation allowance against the entire net deferred tax asset as of March 31, 2017. Stock Options The following table summarizes the activity relating to our options to purchase common stock for the three months ended March 31, 2017: Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Options Price Term (Years) (Thousands) Outstanding at December 31, 2016 5,520,482 $ 42.00 Granted 446,200 64.43 Exercised (252,912) 22.44 Forfeited (128,180) 38.10 Outstanding at March 31, 2017 5,585,590 $ 44.77 7.6 $ Vested and expected to vest at March 31, 2017 5,212,054 $ 44.76 7.5 $ Vested and exercisable at March 31, 2017 2,948,774 $ 44.46 6.4 $ 73,489 The aggregate intrinsic value in the table above represents the pretax intrinsic value, based on our closing stock price of $63.67 as of March 31, 2017, which would have been received by the option holders had all option holders with in-the-money options exercised their options as of that date. The following table summarizes information about our stock options as of and for the three months ended March 31, 2017 and 2016 (in thousands): Three months ended March 31, 2017 2016 Weighted-average grant date fair value per share $ 47.71 $ 15.24 Intrinsic value of options exercised $ 9,525 $ 46 Cash received from stock option exercises $ 5,674 $ 55 As of March 31, 2017, the unrecognized share-based compensation expense related to unvested options, adjusted for expected forfeitures, was $81.5 million and the estimated weighted-average remaining vesting period was 2.6 years. Restricted Stock During 2016, we issued restricted stock units (“RSUs”) to certain employees under the 2011 Stock Incentive Plan. The RSUs ratably cliff vest one year from the date of grant with the remaining RSUs vesting ratably each subsequent quarter over either a two-year or four-year vesting period, as defined in the grant agreement. Vested RSUs are payable in shares of our common stock at the end of the vesting period. RSUs are measured based on the fair value of the underlying stock on the grant date. The minimum statutory tax on the value of common stock shares issued to employees upon vesting are paid by us through the sale of registered shares of our common stock. The following table summarizes the activity relating to our unvested RSUs for the three months ended March 31, 2017: Weighted Average Number of Grant Date Units Fair Value Unvested at December 31, 2016 562,458 $ 24.70 Granted 210,484 61.42 Vested (42,754) 19.37 Forfeited (20,991) 20.81 Unvested as of March 31, 2017 709,197 $ 36.03 Expected to vest after March 31, 2017 592,152 $ 35.53 As of March 31, 2017, the unrecognized share-based compensation expense related to unvested RSUs, adjusted for expected forfeitures, was $19.7 million and the estimated weighted-average remaining vesting period was 3.6 years.

License Agreements

License Agreements	3 Months Ended
	Mar. 31, 2017
License Agreements
License Agreements	12. License Agreements In June 2011, we entered into a worldwide license agreement with Pfizer, Inc. to obtain exclusive global rights to develop and commercialize rucaparib, a small molecule inhibitor of poly (ADP-ribose) polymerase (“PARP”), used for the treatment of selected solid tumors. The exclusive rights are exclusive even as to Pfizer and include the right to grant sublicenses. Pursuant to the terms of the license agreement, we made a $7.0 million upfront payment to Pfizer and are required to make additional payments to Pfizer for the achievement of certain development and regulatory and sales milestones and royalties on sales as required by the license agreement. Prior to the FDA approval of rucaparib, discussed below, we made milestone payments of $1.4 million, which were recognized as acquired in-process research and development expense. On August 30, 2016, we entered into a first amendment to the worldwide license agreement with Pfizer, which amends the June 2011 existing worldwide license agreement to permit us to defer payment of the milestone payments payable upon (i) FDA approval of an NDA for 1 st Indication in US and (ii) EMA approval of an MAA for 1 st Indication in EU, to a date that is 18 months after the date of achievement of such milestones. In the event that we defer such milestone payments, we have agreed to certain higher payments related to the achievement of such milestones. On December 19, 2016, the FDA approved Rubraca (rucaparib) tablets as monotherapy for the treatment of patients with deleterious BRCA mutation (germline and/or somatic) associated advanced ovarian cancer who have been treated with two or more chemotherapies, and selected for therapy based on an FDA-approved companion diagnostic for Rubraca. The FDA approval resulted in a $0.75 million milestone payment to Pfizer as required by the license agreement, which was made in the first quarter of 2017. The FDA approval also resulted in the obligation to pay a $20.0 million milestone payment, for which we have exercised the option to defer payment by agreeing to pay $23.0 million within 18 months after the date of the FDA approval. These payments were recognized as intangible assets and will be amortized over the estimated remaining useful life of Rubraca. We are obligated under the license agreement to use commercially reasonable efforts to develop and commercialize rucaparib and we are responsible for all remaining development and commercialization costs for rucaparib. We are required to make regulatory milestone payments to Pfizer of up to an additional $69.75 million in aggregate if specified clinical study objectives and regulatory filings, acceptances and approvals are achieved. In addition, we are obligated to make sales milestone payments to Pfizer if specified annual sales targets for rucaparib are met, the majority of which relate to annual sales targets of $500.0 million and above, which, in the aggregate, could amount to total milestone payments of $170.0 million, and tiered royalty payments at a mid-teen percentage rate on our net sales, with standard provisions for royalty offsets to the extent we need to obtain any rights from third parties to commercialize rucaparib. In April 2012, we entered into a license agreement with AstraZeneca UK Limited to acquire exclusive rights associated with rucaparib under a family of patents and patent applications that claim methods of treating patients with PARP inhibitors in certain indications. The license enables the development and commercialization of rucaparib for the uses claimed by these patents. The FDA approval of rucaparib on December 19, 2016 resulted in a $0.35 million milestone obligation to AstraZeneca as required by the license agreement, which was paid in the first quarter of 2017. This payment was recognized in intangible assets and will be amortized over the estimated remaining useful life of rucaparib. AstraZeneca will also receive royalties on any net sales of rucaparib. We are party to other product license agreements for our other drug candidates, lucitanib and rociletinib (see our 2016 Form 10-K for additional details). We and Les Laboratories Servier (“Servier”) are developing lucitanib pursuant to a global development plan agreed to between the parties. Servier is responsible for all of the global development costs for lucitanib up to €80.0 million. Cumulative global development costs in excess of €80.0 million, if any, will be shared equally between us and Servier. We recorded a $0.8 million and $1.3 million receivable at March 31, 2017 and December 31, 2016, respectively, for the reimbursable development costs incurred under the global development plan, which is included in other current assets on the Consolidated Balance Sheets. For the three months ending March 31, 2017 and 2016, we incurred $0.7 million and $3.6 million, respectively, in research and development costs and recorded reductions in research and development expense of $0.8 million and $3.6 million, respectively, for reimbursable development costs due from Servier. During the second quarter of 2016, we and Servier agreed to discontinue the development of lucitanib for breast cancer and lung cancer and are continuing to evaluate, what, if any, further development of lucitanib will be pursued. Based on current estimates, we expect to complete the committed on-going development activities in 2017 and expect full reimbursement of our development costs from Servier. Reimbursements are recorded as a reduction to research and development expense on the Consolidated Statements of Operations.

Net Loss Per Common Share

Net Loss Per Common Share	3 Months Ended
	Mar. 31, 2017
Loss per basic and diluted common share:
Net Loss Per Common Share	13. Net Loss Per Common Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding using the treasury-stock method for the stock options and RSUs and the if-converted method for the Notes. As a result of our net losses for the periods presented, all potentially dilutive common share equivalents were considered anti-dilutive and were excluded from the computation of diluted net loss per share. The shares outstanding at the end of the respective periods presented in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands): Three months ended March 31, 2017 2016 Common shares under option 3,557 539 Convertible senior notes 4,646 4,646 Total potential dilutive shares 8,203 5,185

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies.
Commitments and Contingencies	14. Commitments and Contingencies Royalty and License Fee Commitments We have entered into certain license agreements, as identified in Note 12, License Agreements , with third parties that include the payment of development and regulatory milestones, as well as royalty payments, upon the achievement of pre-established development, regulatory and commercial targets. Our payment obligation related to these license agreements is contingent upon the successful development, regulatory approval and commercialization of the licensed products. Due to the nature of these arrangements, the future potential payments are inherently uncertain, and accordingly, we only recognize payment obligations which are probable and estimable as of the balance sheet date. Milestone liabilities of $20.5 million and $20.1 million are recorded on our Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, respectively, and relate to milestone payments for the licensing of our rucaparib product, which was approved by the FDA on December 19, 2016. Manufacture and Services Agreement Commitments On October 3, 2016, we entered into a Manufacturing and Services Agreement (the “Agreement”) with a non-exclusive third-party supplier for the production of the active ingredient for Rubraca. Under the terms of the Agreement, we will provide the third-party supplier a rolling forecast for the supply of the active ingredient in Rubraca that will be updated by us on a quarterly basis. We are obligated to order material sufficient to satisfy an initial quantity specified in any forecast. In addition, the third-party supplier will construct, in its existing facility, a production train that will be exclusively dedicated to the manufacture of the Rubraca active ingredient. We are obligated to make scheduled capital program fee payments toward capital equipment and other costs associated with the construction of the dedicated production train. Further, once the facility is operational, we are obligated to pay a fixed facility fee each quarter for the duration of the Agreement, which expires on December 31, 2025, unless extended by mutual consent of the parties. As of March 31, 2017, $174.5 million of purchase commitments exist under the Agreement. Legal Proceedings We and certain of our officers were named as defendants in several lawsuits, as described below. We cannot reasonably predict the outcome of these legal proceedings, nor can we estimate the amount of loss or range of loss, if any, that may result. An adverse outcome in these proceedings could have a material adverse effect on our results of operations, cash flows or financial condition. On November 19, 2015, Steve Kimbro, a purported shareholder of Clovis, filed a purported class action complaint (the “Kimbro Complaint”) against Clovis and certain of its officers in the United States District Court for the District of Colorado. The Kimbro Complaint purports to be asserted on behalf of a class of persons who purchased Clovis stock between October 31, 2013 and November 15, 2015. The Kimbro Complaint generally alleges that Clovis and certain of its officers violated federal securities laws by making allegedly false and misleading statements regarding the progress toward FDA approval and the potential for market success of rociletinib. The Kimbro Complaint seeks unspecified damages. Also on November 19, 2015, a second purported shareholder class action complaint was filed by Sonny P. Medina, another purported Clovis shareholder, containing similar allegations to those set forth in the Kimbro Complaint, also in the United States District Court for the District of Colorado (the “Medina Complaint”). The Medina Complaint purports to be asserted on behalf of a class of persons who purchased Clovis stock between May 20, 2014 and November 13, 2015. On November 20, 2015, a third complaint was filed by John Moran in the United States District Court for the Northern District of California (the “Moran Complaint”). The Moran Complaint contains similar allegations to those asserted in the Kimbro and Medina Complaints and purports to be asserted on behalf of a plaintiff class who purchased Clovis stock between October 31, 2013 and November 13, 2015. On December 14, 2015, Ralph P. Rocco, a fourth purported shareholder of Clovis, filed a complaint in the United States District Court for the District of Colorado (the “Rocco Complaint”). The Rocco Complaint contains similar allegations to those set forth in the previous complaints and purports to be asserted on behalf of a plaintiff class who purchased Clovis stock between October 31, 2013 and November 15, 2015. On January 19, 2016, a number of motions were filed in both the District of Colorado and the Northern District of California seeking to consolidate the shareholder class actions into one matter and for appointment of a lead plaintiff. All lead plaintiff movants other than M. Arkin (1999) LTD and Arkin Communications LTD (the “Arkin Plaintiffs”) subsequently filed notices of non-opposition to the Arkin Plaintiffs’ application. On February 2, 2016, the Arkin Plaintiffs filed a motion to transfer the Moran Complaint to the District of Colorado (the “Motion to Transfer”). Also on February 2, 2016, the defendants filed a statement in the Northern District of California supporting the consolidation of all actions in a single court, the District of Colorado. On February 3, 2016, the Northern District of California court denied without prejudice the lead plaintiff motions filed in that court pending a decision on the Motion to Transfer. On February 16, 2016, the defendants filed a memorandum in support of the Motion to Transfer, and plaintiff Moran filed a notice of non-opposition to the Motion to Transfer. On February 17, 2016, the Northern District of California court granted the Motion to Transfer. On February 18, 2016, the Medina court issued an opinion and order addressing the various motions for consolidation and appointment of lead plaintiff and lead counsel in the District of Colorado actions. By this ruling, the court consolidated the Medina, Kimbro and Rocco actions into a single proceeding. The court also appointed the Arkin Plaintiffs as the lead plaintiffs and Bernstein Litowitz Berger & Grossman as lead counsel for the putative class. On April 1, 2016, the Arkin Plaintiffs and the defendants filed a stipulated motion to set the schedule for the filing of a consolidated complaint in the Medina, Kimbro and Rocco actions (the “Consolidated Complaint”) and the responses thereto, including the defendants’ motion to dismiss the Consolidated Complaint (the “Motion to Dismiss”), and to stay discovery and related proceedings until the District of Colorado issues a decision on the Motion to Dismiss. The stipulated motion was entered by the District of Colorado on April 4, 2016. Subject to further agreed-upon extensions by the parties, the Arkin Plaintiffs filed a Consolidated Complaint on May 6, 2016. The Consolidated Complaint names as defendants the Company and certain of its current and former officers (the “Clovis Defendants”), certain underwriters (the “Underwriter Defendants”) for a Company follow-on offering conducted in July 2015 (the “July 2015 Offering”) and certain Company venture capital investors (the “Venture Capital Defendants”). The Consolidated Complaint alleges that defendants violated particular sections of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act of 1933 (the “Securities Act”). The purported misrepresentations and omissions concern allegedly misleading statements about rociletinib. The consolidated action is purportedly brought on behalf of investors who purchased the Company’s securities between May 31, 2014 and April 7, 2016 (with respect to the Exchange Act claims) and investors who purchased the Company’s securities pursuant or traceable to the July 2015 Offering (with respect to the Securities Act claims). The Consolidated Complaint seeks unspecified compensatory and recessionary damages. On May 23, 2016, the Medina, Kimbro, Rocco, and Moran actions were consolidated for all purposes in a single proceeding in the District of Colorado. The Clovis Defendants, the Underwriter Defendants and the Venture Capital Defendants filed a Motion to Dismiss on July 27, 2016, the Arkin Plaintiffs filed their opposition on September 23, 2016, and the defendants filed their replies on October 14, 2016. On February 9, 2017, Judge Raymond P. Moore of the District of Colorado issued an Opinion and Order granting in part and denying in part the Clovis Defendants’ Motion to Dismiss. The Clovis Defendants’ Motion to Dismiss was granted with prejudice with respect to named defendant Gillian Ivers-Read and granted with respect to certain statements determined by the Court to be nonactionable statements of opinion or optimism. The Clovis Defendants’ Motion to Dismiss was otherwise denied. Next, the Court granted in part and denied in part the Underwriter Defendants’ Motion to Dismiss. The Underwriter Defendants’ Motion to Dismiss was granted without prejudice with respect to Plaintiffs’ claim under Section 12(a) of the Securities Act and granted insofar as the Court determined that certain statements challenged under Section 11 of the Securities Act are nonactionable statements of opinion or optimism. The Opinion and Order provided that Plaintiffs shall have until February 23, 2017 to file an amended pleading directed solely as to their Section 12(a) claim against the Underwriter Defendants. The Underwriters Defendants’ Motion to dismiss was otherwise denied. Finally, the court granted the Venture Capital Defendants’ Motion to Dismiss with prejudice. On April 11, 2017, the Court entered a scheduling order providing for, inter alia, a schedule for completing document and fact discovery, as well as setting briefing schedules for motions for class certification and motions for summary judgment. On March 14, 2017, the Clovis Defendants and the Arkin Plaintiffs participated in a mediation, which did not result in a settlement. We intend to vigorously defend the lawsuit, but there can be no assurance that the defense will be successful. On January 22, 2016, the Electrical Workers Local #357 Pension and Health & Welfare Trusts, a purported shareholder of Clovis, filed a purported class action complaint (the “Electrical Workers Complaint”) against Clovis and certain of its officers, directors, investors and underwriters in the Superior Court of the State of California, County of San Mateo. The Electrical Workers Complaint purports to be asserted on behalf of a class of persons who purchased stock in Clovis’ July 8, 2015 follow-on offering. The Electrical Workers Complaint generally alleges that the defendants violated the Securities Act because the offering documents for the July 8, 2015 follow-on offering contained allegedly false and misleading statements regarding the progress toward FDA approval and the potential for market success of rociletinib. The Electrical Workers Complaint seeks unspecified damages. On February 25, 2016, the defendants removed the case to the United States District Court for the Northern District of California and thereafter moved to transfer the case to the District of Colorado (“Motion to Transfer”). On March 2, 2016, the plaintiff filed a motion to remand the case to San Mateo County Superior Court (“Motion to Remand”). Following briefing on the Motion to Transfer and the Motion to Remand, the Northern District of California held a hearing on April 18, 2016 concerning the Motion to Remand, at the conclusion of which the court granted to the Motion to Remand. On May 5, 2016, the Northern District of California issued a written decision and order granting the Motion to Remand the case to the Superior Court, County of San Mateo and denying the Motion to Transfer as moot. While the case was pending in the United States District Court for the Northern District of California, the parties entered into a stipulation extending the defendants’ time to respond to the Electrical Workers Complaint for 30 days following the filing of an amended complaint by plaintiff or the designation by plaintiff of the Electrical Workers Complaint as the operative complaint. Following remand, Superior Court of the State of California, County of San Mateo so-ordered the stipulation on June 22, 2016. On June 30, 2016, the Electrical Workers Plaintiffs filed an amended Complaint (the “Amended Complaint”). The Amended Complaint names as defendants the Company and certain of its current and former officers and directors, certain underwriters for the July 2015 Offering and certain Company venture capital investors. The Amended Complaint purports to assert claims under the Securities Act based upon alleged misstatements in Clovis’ offering documents for the July 2015 Offering. The Amended Complaint includes new allegations about the Company’s rociletinib disclosures. The Amended Complaint seeks unspecified damages. Pursuant to a briefing schedule ordered by the court on July 28, 2016, defendants filed a motion to stay the Electrical Workers action pending resolution of the Medina, Kimbro, Moran, and Rocco actions in the District of Colorado (“Motion to Stay”), and a demurrer to the Amended Complaint, on August 15, 2016; plaintiffs filed their oppositions on August 31, 2016; and the defendants filed their reply briefs on September 15, 2016. On September 23, 2016, after hearing oral argument, the San Mateo Superior Court granted defendants’ motion to stay proceedings pending resolution of the related securities class action captioned Medina v. Clovis Oncology, Inc., et. al. , No. 1:15-cv-2546 (the “Colorado Action”). Per the order to stay proceedings, the San Mateo Superior Court will defer issuing a ruling on defendants’ pending demurrer, and the parties’ first status report as to the progress of the Colorado Action was filed with the San Mateo Superior Court on March 23, 2017. The parties’ second status report as to the progress of the Colorado Action is due on September 21, 2017. The Company intends to vigorously defend against the allegations contained in the Electrical Workers Amended Complaint, but there can be no assurance that the defense will be successful. On November 10, 2016, Antipodean Domestic Partners (“Antipodean”) filed a complaint (the “Antipodean Complaint”) against Clovis and certain of its officers, directors and underwriters in New York Supreme Court, County of New York. The Antipodean Complaint alleges that the defendants violated certain sections of the Securities Act by making allegedly false statements to Antipodean and in the Offering Materials for the Secondary Offering relating to the efficacy of rociletinib, its safety profile, and its prospects for market success. In addition to the Securities Act claims, the Antipodean Complaint also asserts Colorado state law claims, and common law claims. Both the state law and common law claims are based on the allegedly false and misleading statements regarding rociletinib’s progress toward FDA approval. The Antipodean Complaint seeks compensatory, recessionary, and punitive damages. On December 15, 2016, the Antipodean Plaintiffs filed an amended complaint (“the Amended Complaint”) asserting substantially the same claims against the same defendants. The Amended Complaint purports to correct certain details in the original Complaint. On January 21, 2017, the parties entered into a stipulation extending the defendants’ time to respond to the Antipodean Amended Complaint until March 29, 2017, subject to the terms and conditions stated therein. Pursuant to the January 21, 2017 stipulation, the defendants filed a motion to stay the Antipodean action pending resolution of the Medina, Kimbro, Moran, and Rocco actions in the District of Colorado (“Motion to Stay”) on January 31, 2017; the plaintiff filed their opposition on March 17, 2017; and the defendants filed their reply brief on March 23, 2017. Also pursuant to the January 21, 2017 stipulation, the defendants filed a motion to dismiss the Antipodean Amended Complaint (“Motion to Dismiss”) on March 29, 2017. Pursuant to a briefing schedule ordered by the court on April 17, 2017, the plaintiff’s opposition briefs are due on April 27, 2017 and the defendants’ reply briefs are due on May 11, 2017. Pursuant to the April 17, 2017 order, the Motion to Stay and Motion to Dismiss will be decided by the Court together. On March 14, 2017, the Clovis Defendants and Antipodean participated in a mediation, which did not result in a settlement. We intend to vigorously defend against the allegations in the Antipodean Amended Complaint. However, there can be no assurance that the defense will be successful. We received a letter dated May 31, 2016 from an alleged owner of our common stock, which purports to set forth a demand for inspection of certain of our books and records pursuant to 8 Del. C. § 220 (the “Macalinao Demand Letter”). The Macalinao Demand Letter was purportedly made for the purposes of investigating alleged misconduct at the Company relating to rociletinib. On June 24, 2016, we submitted a response to the Macalinao Demand Letter. We believe that the allegations in the Macalinao Demand Letter are unfounded, but there can be no assurance about the likelihood of an adverse outcome. In January 2017, the Company produced certain books and records in response to the Macalinao Demand Letter. On March 31, 2017, the purported shareholder filed under seal a shareholder derivative complaint (the “Macalinao Complaint”) against certain directors and an officer of the Company in the Court of Chancery of the State of Delaware. On April 5, 2017, a public version of the Macalinao Complaint was filed. The Macalinao Complaint purports to rely on documents produced in response to the Macalinao Demand Letter. The Macalinao Complaint generally alleges that the defendants breached their fiduciary duties owed to the Company by allegedly causing or allowing misrepresentations of the Company’s business operations and prospects. The Macalinao Complaint also alleges claims for unjust enrichment. Finally, the Macalinao Complaint also alleges that certain director defendants engaged in insider trading. The Macalinao Complaint seeks, among other things, an award of money damages. The Company intends to vigorously defend against the allegations contained in the Macalinao Complaint, but there can be no assurance that the defense will be successful. We received a letter dated December 15, 2016 from a second alleged owner of our common stock, which purports to set forth a demand for inspection of the Company’s books and records pursuant to 8 Del. C. § 220 (the “McKenry Demand Letter”). The McKenry Demand Letter was purportedly made for the purposes of investigating alleged misconduct at the Company relating to rociletinib. On January 4, 2017, we submitted a response to the McKenry Demand Letter. The Company believes that the allegations in the McKenry Demand Letter are unfounded, but there can be no assurance about the likelihood of an adverse outcome. In February 2017, the Company produced certain books and records in response to the McKenry Demand Letter. On March 23, 2017, the second purported shareholder filed under seal a shareholder derivative complaint (the “McKenry Complaint”) against certain directors and an officer of the Company in the Court of Chancery of the State of Delaware. On March 27, 2017, a public version of the McKenry Complaint was filed. The McKenry Complaint purports to rely on documents produced in response to the McKenry Demand Letter. The McKenry Complaint generally alleges that the defendants breached their fiduciary duties owed to the Company by failing to properly ensure that the TIGER-X clinical trial was being conducted in accordance with applicable rules, regulations and protocol, and by allowing Clovis representatives to make materially misleading statements about the success of rociletinib. The McKenry Complaint seeks, among other things, an award of money damages. The Company intends to vigorously defend against the allegations contained in the McKenry Complaint, but there can be no assurance that the defense will be successful. On March 20, 2017, a purported shareholder of the Company, filed a shareholder derivative complaint (the “Guo Complaint”) against certain officers and directors of the Company in the United States District Court for the District of Colorado. The Guo Complaint generally alleges that the defendants breached their fiduciary duties owed to the Company by either recklessly or with gross negligence approving or permitting misrepresentations of the Company’s business operations and prospects. The Guo Complaint also alleges claims for waste of corporate assets and unjust enrichment. Finally, the Guo Complaint also alleges that certain of the individual defendants violated Section 14(a) of the Securities Exchange Act, by allegedly negligently issuing, causing to be issued, and participating in the issuance of materially misleading statements to stockholders which were contained in the Company’s Proxy Statement on Schedule DEF 14A in connection with the 2015 Annual Meeting of Stockholders, held on June 11, 2015. The Guo Complaint seeks, among other things, an award of money damages. The Company intends to vigorously defend against the allegations contained in the Guo Complaint, but there can be no assurance that the defense will be successful. We have received requests for information from governmental agencies relating to our regulatory update announcement in November 2015 that the FDA requested additional clinical data on the efficacy and safety of rociletinib. We are cooperating with the inquiries.

Nature of Business and Basis 20

Nature of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2017
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation All financial information presented includes the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The unaudited financial statements of Clovis Oncology, Inc. included herein reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of management, are necessary to fairly state our financial position, results of operations and cash flows for the periods presented herein. Interim results may not be indicative of the results that may be expected for the full year. Certain information and footnote disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”) for a broader discussion of our business and the opportunities and risks inherent in such business.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses and revenue and related disclosures. On an ongoing basis, we evaluate our estimates, including estimates related to revenue deductions, intangible asset impairment, clinical trial accruals and share-based compensation expense. We base our estimates on historical experience and other market-specific or other relevant assumptions that we believe to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions.
Liquidity	Liquidity We have incurred significant net losses since inception and have relied on our ability to fund our operations through debt and equity financings. We expect operating losses and negative cash flows to continue for the foreseeable future. As we continue to incur losses, transition to profitability is dependent upon achieving a level of revenues from Rubraca adequate to support our cost structure. We may never achieve profitability, and unless or until we do, we will continue to need to raise additional cash. In January 2017, we sold 5,750,000 shares of our common stock in a public offering at $41.00 per share. The net proceeds from the offering were $221.2 million, after deducting underwriting discounts and commissions and offering expenses. We intend to use the net proceeds of the offering for general corporate purposes, including commercial planning and sales and marketing expenses associated with the launch of Rubraca in the United States and, if approved by the EMA, in Europe, funding of our development programs, selling, general and administrative expenses, acquisition or licensing of additional product candidates or businesses and working capital. Based on current estimates, we believe that our existing cash, cash equivalents and available-for-sale securities will allow us to fund our operating plan through at least the next 12 months.
Revenue Recognition	Revenue Recognition Product revenue is derived from sales of our product, Rubraca, in the United States. We distribute our product in the U.S. principally through a limited number of specialty distributor and specialty pharmacy providers, collectively, our customers. Our customers subsequently resell our products to patients and healthcare providers. Separately, we have arrangements with certain payors and other third parties that provide for government-mandated and privately-negotiated rebates, chargebacks and other discounts. Revenues from product sales are recognized when persuasive evidence of an arrangement exists, delivery has occurred and title of the product and associated risk of loss has passed to the customer, the price is fixed or determinable, collection from the customer has been reasonably assured and all performance obligations have been met and returns and allowances can be reasonably estimated. Revenue is recorded net of estimated rebates, chargebacks, discounts and other deductions as well as estimated product returns (collectively, “sales deductions”). We only recognize revenue on product sales once the product is resold to the patient or healthcare provider by the specialty distributor or specialty pharmacy provider, therefore reducing the significance of estimates made for product returns. To date, we have not had any product returns and, we currently do not have an accrual for product returns. We will continue to assess our estimate for product returns as we gain additional historical experience.
Cost of Sales	Cost of Sales – Product Product cost of sales consists primarily of materials, third-party manufacturing costs as well as freight and royalties owed to our licensing partners for Rubraca sales. Based on our policy to expense costs associated with the manufacture of our products prior to regulatory approval, certain of the manufacturing costs of Rubraca units recognized as revenue during the three months ended March 31, 2017 were expensed prior to the December 19, 2016 FDA approval, and therefore are not included in costs of sales during the current period. We expect cost of sales to increase in relation to product revenues as we deplete these inventories and we expect to use the remaining pre-commercialization inventory for product sales through the third quarter of 2017. Cost of Sales – Intangible Asset Amortization Cost of sales for intangible asset amortization consists of the amortization of capitalized milestone payments made to our licensing partners upon FDA approval of Rubraca. Milestone payments are amortized on a straight-line basis over the estimated remaining patent life of Rubraca.
Inventory	Inventory Inventories are stated at the lower of cost or estimated net realizable value, on a first-in, first-out, or FIFO, basis. We began capitalizing incurred inventory related costs upon the regulatory approval of Rubraca. Prior to the regulatory approval of Rubraca, we incurred costs for the manufacture of the drug that could potentially be available to support the commercial launch of Rubraca and all such costs were recognized as research and development expense. We periodically analyze our inventory levels, and write down inventory that has become obsolete, inventory that has a cost basis in excess of its estimated realizable value and/or inventory in excess of expected sales requirements as cost of product revenues. Expired inventory would be disposed of and the related costs would be written off as cost of product revenues. The active pharmaceutical ingredient (“API”) in Rubraca is currently produced by a single supplier. As the API has undergone significant manufacturing specific to its intended purpose at the point it is purchased by us, we classify the API as work-in-process inventory.
Recently Issued Accounting Standards	Recently Adopted Accounting Standards During the first quarter of 2017, we adopted ASU No. 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”, which is intended to simplify the financial reporting of the income tax impacts of share-based compensation arrangements. The classification guidance under ASU No. 2016-09 requires the recognition of excess tax benefits from share-based compensation arrangements as a discrete item within income tax benefit rather than additional paid-in capital and the classification guidance requiring presentation of excess tax benefits from share-based compensation arrangements as an operating activity on the statement of cash flows, rather than as a financing activity. The adoption of ASU No 2016-09 had no immediate impact on our financial statements and related disclosures because we do not currently recognize a tax benefit related to share-based compensation expense as we maintain net operating loss carryforwards and have established a valuation allowance against the entire net deferred tax asset as of March 31, 2017. Further, we have elected to continue to estimate the number of stock-based awards expected to vest, as permitted by ASU 2016-09, rather than electing to account for forfeitures as they occur. Also during the first quarter of 2017, we adopted ASU 2015-11, “Simplifying the Measurement of Inventory,” which was issued by the FASB in July 2015. ASU 2015-11 applies a simplified method to value inventory at the lower of cost or net realizable value rather than at the lower of cost or market. The adoption of ASU 2015-11 had no impact on our consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment.” ASU No. 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the ASU, an entity should perform its annual, or interim, goodwill impairment by comparing the fair value of a reporting unit with its carrying amounts and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. As permitted by the ASU, we have early adopted this standard and will apply the new guidance to any interim or annual goodwill impairment testing performed after the date of adoption, March 1, 2017. Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” and has subsequently issued several supplemental and/or clarifying ASUs (collectively, “ASC 606”). ASC 606 prescribes a single common revenue standard that replaces most existing U.S. GAAP revenue recognition guidance. ASC 606 is intended to provide a more consistent interpretation and application of the principles outlined in the standard across filers in multiple industries and within the same industries compared to current practices, which should improve comparability. Adoption of ASC 606 is required for annual and interim periods beginning after December 15, 2017. Upon adoption, we must elect to adopt either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We expect to apply the new standard using the modified retrospective method upon its adoption date on January 1, 2018. We have begun a comprehensive scoping process to identify and disaggregate all revenue streams that may be impacted by the adoption of ASC 606. To date, we have examined our revenue recognition policy specific to revenue streams from representative contracts governing product sales from Rubraca and have come to preliminary conclusions on the impact of the new standard using the 5-step process prescribed by ASC 606. However, a detailed analysis of individual contracts representative of each of the revenue streams planned for the assessment phase of our implementation plan may impact these preliminary conclusions. We are continuing to assess ASC 606’s impact on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities for the rights and obligations created by most leases on their balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact the standard may have on our consolidated financial statements and related disclosures.
Convertible Senior Notes	The debt issuance costs are presented as a deduction from convertible senior notes on the Consolidated Balance Sheets and are amortized as interest expense over the expected life of the Notes using the effective interest method. We determined the expected life of the debt was equal to the seven-year term of the Notes.
Lucitanib	Reimbursements are recorded as a reduction to research and development expense on the Consolidated Statements of Operations.
Net Loss Per Common Share	Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common share equivalents outstanding using the treasury-stock method for the stock options and RSUs and the if-converted method for the Notes. As a result of our net losses for the periods presented, all potentially dilutive common share equivalents were considered anti-dilutive and were excluded from the computation of diluted net loss per share.

Financial Instruments and Fai21

Financial Instruments and Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
Financial Instruments and Fair Value Measurements
Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table identifies our assets and liabilities that were measured at fair value on a recurring basis (in thousands): Balance Level 1 Level 2 Level 3 March 31, 2017 Assets: Money market $ 123,166 $ 123,166 $ — $ — U.S. treasury securities 256,278 — 256,278 — Total assets at fair value $ 379,444 $ 123,166 $ 256,278 $ — December 31, 2016 Assets: Money market $ 202,361 $ 202,361 $ — $ — U.S. treasury securities 49,997 — 49,997 — Total assets at fair value $ 252,358 $ 202,361 $ 49,997 $ —

Available-for-Sale Securities (

Available-for-Sale Securities (Tables)	3 Months Ended
	Mar. 31, 2017
Available-for-Sale Securities
Summary of Available-for-Sale Securities	As of March 31, 2017, available-for-sale securities consisted of the following (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. treasury securities $ $ — $ (12) $ 256,278 As of December 31, 2016, available-for-sale securities consisted of the following (in thousands): Gross Gross Aggregate Amortized Unrealized Unrealized Fair Cost Gains Losses Value U.S. treasury securities $ 50,004 $ — $ (7) $ 49,997
Summary of Fair Value and Gross Unrealized Losses of Available-for-Sale Securities in a Continuous Unrealized Loss Position	As of March 31, 2017, the fair value and gross unrealized losses of available-for-sale securities that have been in a continuous unrealized loss position for less than 12 months were as follows (in thousands): Aggregate Gross Fair Unrealized Value Losses U.S. treasury securities $ 256,278 $ (12)
Summary of Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity	As of March 31, 2017, the amortized cost and fair value of available-for-sale securities by contractual maturity were (in thousands): Amortized Fair Cost Value Due in one year or less $ 256,290 $ Due in one year to two years — — Total $ 256,290 $

Other Current Assets (Tables)

Other Current Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Other Current Assets [Abstract]
Other Current Assets	Other current assets were comprised of the following (in thousands): March 31, December 31, 2017 2016 Receivable from partners $ 770 $ 2,882 Prepaid insurance 878 1,234 Prepaid expenses - other 2,975 2,109 Receivable - other 963 364 Other 59 90 Total $ 5,645 $ 6,679

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2017
Intangible Assets and Goodwill
Intangible assets related to capitalized milestones under license agreements	Intangible assets related to capitalized milestones under license agreements consisted of the following (in thousands): March 31, December 31, 2017 2016 Intangible asset - milestones $ 21,100 $ 21,100 Accumulated amortization (425) (53) Total intangible asset, net $ 20,675 $ 21,047
Estimated future amortization expense for intangible assets	Estimated future amortization expense associated with intangibles is expected to be as follows (in thousands): 2017 (remaining) $ 1,114 2018 1,486 2019 1,486 2020 1,486 2021 1,486 Thereafter 13,617 $ 20,675
Summary of Goodwill	The change in goodwill established as part of the purchase accounting of EOS in November 2013 consisted of the following (in thousands): Balance at December 31, 2016 $ 57,192 Change in foreign currency gains and losses 823 Balance at March 31, 2017 $ 58,015

Other Accrued Expenses (Tables)

Other Accrued Expenses (Tables)	3 Months Ended
	Mar. 31, 2017
Payables And Accruals [Abstract]
Other Accrued Expenses	Other accrued expenses were comprised of the following (in thousands): March 31, December 31, 2017 2016 Accrued personnel costs $ 5,808 $ 15,850 Accrued interest payable 299 2,096 Income tax payable 629 556 Accrued corporate legal fees and professional services 1,467 589 Accrued expenses - other 880 396 Total $ 9,083 $ 19,487

Convertible Senior Notes (Table

Convertible Senior Notes (Tables)	3 Months Ended
	Mar. 31, 2017
Convertible Senior Notes,
Schedule of Total Interest Expense Recognized Related to Notes	The following table sets forth total interest expense recognized during the three months ended March 31, 2017 and 2016 (in thousands): Three months ended March 31, 2017 2016 Contractual interest expense $ 1,797 $ 1,797 Accretion of interest on milestone liability 467 — Amortization of debt issuance costs 317 307 Total interest expense $ 2,581 $ 2,104

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2017
Stockholders’ Equity
Component of Other Comprehensive Income (Loss)	The accumulated balances related to each component of other comprehensive income (loss) are summarized as follows (in thousands): Foreign Currency Unrealized Total Accumulated Translation Adjustments (Losses) Gains Other Comprehensive Loss 2017 2016 2017 2016 2017 2016 Balance at December 31, $ (47,434) $ (47,077) $ (146) $ (383) $ (47,580) $ (47,460) Other comprehensive income (loss) 735 5,580 (5) 365 730 5,945 Total before tax (46,699) (41,497) (151) (18) (46,850) (41,515) Tax effect (268) (2,067) — (135) (268) (2,202) Balance at March 31, $ (46,967) $ (43,564) $ (151) $ (153) $ (47,118) $ (43,717)

Share-Based Compensation (Table

Share-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Share-Based Compensation
Share-Based Compensation Expense Recognized in Accompanying Statements of Operations	Share-based compensation expense for all equity based programs, including stock options, restricted stock units and the employee stock purchase plan, for the three months ended March 31, 2017 and 2016 was recognized in the accompanying Consolidated Statements of Operations as follows (in thousands): Three months ended March 31, 2017 2016 Research and development $ 4,167 $ 7,309 Selling, general and administrative 4,780 3,656 Total share-based compensation expense $ 8,947 $ 10,965
Summary of Stock Options Activity	Weighted Weighted Average Aggregate Average Remaining Intrinsic Number of Exercise Contractual Value Options Price Term (Years) (Thousands) Outstanding at December 31, 2016 5,520,482 $ 42.00 Granted 446,200 64.43 Exercised (252,912) 22.44 Forfeited (128,180) 38.10 Outstanding at March 31, 2017 5,585,590 $ 44.77 7.6 $ Vested and expected to vest at March 31, 2017 5,212,054 $ 44.76 7.5 $ Vested and exercisable at March 31, 2017 2,948,774 $ 44.46 6.4 $ 73,489
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award	The following table summarizes information about our stock options as of and for the three months ended March 31, 2017 and 2016 (in thousands): Three months ended March 31, 2017 2016 Weighted-average grant date fair value per share $ 47.71 $ 15.24 Intrinsic value of options exercised $ 9,525 $ 46 Cash received from stock option exercises $ 5,674 $ 55
Summary of activity related to our unvested RSUs	Weighted Average Number of Grant Date Units Fair Value Unvested at December 31, 2016 562,458 $ 24.70 Granted 210,484 61.42 Vested (42,754) 19.37 Forfeited (20,991) 20.81 Unvested as of March 31, 2017 709,197 $ 36.03 Expected to vest after March 31, 2017 592,152 $ 35.53

Net Loss Per Common Share (Tabl

Net Loss Per Common Share (Tables)	3 Months Ended
	Mar. 31, 2017
Loss per basic and diluted common share:
Shares Outstanding Excluded from Calculation of Diluted Net Loss Per Share	The shares outstanding at the end of the respective periods presented in the table below were excluded from the calculation of diluted net loss per share due to their anti-dilutive effect (in thousands): Three months ended March 31, 2017 2016 Common shares under option 3,557 539 Convertible senior notes 4,646 4,646 Total potential dilutive shares 8,203 5,185

Nature of Business - Additional

Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2017USD ($)segment	Mar. 31, 2016USD ($)
Nature of Business and Basis of Presentation
Number of operating segments | segment		1
Issuance of stock (in shares) | shares	5,750,000
Sale of stock, price per share | $ / shares	$ 41
Proceeds from offering | $	$ 221,200	$ 221,224	$ 0

Financial Instruments and Fai31

Financial Instruments and Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	$ 379,444	$ 252,358
Money Market
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	123,166	202,361
U.S. Treasury Securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	256,278	49,997
Fair Value, Inputs, Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	123,166	202,361
Fair Value, Inputs, Level 1 | Money Market
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	123,166	202,361
Fair Value, Inputs, Level 1 | U.S. Treasury Securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	0	0
Fair Value, Inputs, Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	256,278	49,997
Fair Value, Inputs, Level 2 | Money Market
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	0	0
Fair Value, Inputs, Level 2 | U.S. Treasury Securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	256,278	49,997
Fair Value, Inputs, Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	0	0
Fair Value, Inputs, Level 3 | Money Market
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	0	0
Fair Value, Inputs, Level 3 | U.S. Treasury Securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets at fair value	$ 0	$ 0

Financial Instruments and Fai32

Financial Instruments and Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Transfers between level 1 and level 2, assets	$ 0
Transfers between level 2 and level 1, assets	0
Transfers between level 1 and level 2, liabilities	0
Transfers between level 2 and level 1, liabilities	0
Transfer of assets into level 3	0
Transfer of assets out of level 3	0
Transfer of liabilities into level 3	0
Transfer of liabilities out of level 3	0
Convertible senior notes	281,443	$ 281,126
Convertible Senior Notes.
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Convertible senior notes	281,400
Convertible Senior Notes. | Fair Value, Inputs, Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Convertible senior notes, fair value	$ 370,900

Available-for-Sale Securities -

Available-for-Sale Securities - Summary of Available-for-Sale Securities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 256,290
Aggregate Fair Value	256,278
U.S. Treasury Securities
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	256,290	$ 50,004
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(12)	(7)
Aggregate Fair Value	$ 256,278	$ 49,997

Available-for-Sale Securities34

Available-for-Sale Securities - Summary of Fair Value and Gross Unrealized Losses of Available-for-Sale Securities in a Continuous Unrealized Loss Position (Details) - U.S. Treasury Securities $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Schedule Of Available For Sale Securities [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Fair Value	$ 256,278
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Gross Unrealized Losses	$ (12)

Available-for-Sale Securities35

Available-for-Sale Securities - Summary of Amortized Cost and Fair Value of Available-for-Sale Securities by Contractual Maturity (Details) $ in Thousands	Mar. 31, 2017USD ($)
Available-for-Sale Securities
Amortized Cost, Due in one year or less	$ 256,290
Amortized Cost, Due in one year to two years	0
Amortized Cost	256,290
Fair Value, Due in one year or less	256,278
Fair Value, Due in one year to two years	0
Aggregate Fair Value	$ 256,278

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Inventories
Inventory, Net	$ 6,504	$ 0
Cash deposit for inventory	$ 18,200

Other Current Assets (Details)

Other Current Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Other Current Assets [Abstract]
Receivable from partners	$ 770	$ 2,882
Prepaid Insurance	878	1,234
Prepaid expenses - other	2,975	2,109
Receivable - other	963	364
Other	59	90
Total	$ 5,645	$ 6,679

Intangible Assets and Goodwil38

Intangible Assets and Goodwill - Intangible Assets Future Amortization (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Intangible Assets and Goodwill
Intangible asset - milestones	$ 21,100	$ 21,100
Accumulated amortization	(425)	(53)
Finite-Lived Intangible Assets, Net	20,675	21,047
Estimated future amortization expense
2017 (remaining)	1,114
2,018	1,486
2,019	1,486
2,020	1,486
2,021	1,486
Thereafter	13,617
Total	$ 20,675	$ 21,047

Intangible Assets and Goodwil39

Intangible Assets and Goodwill - Summary of Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Goodwill:
Balance at beginning of period	$ 57,192
Change in foreign currency gains and losses	823
Balance at end of period	$ 58,015

Intangible Assets and Goodwil40

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Intangible Assets and Goodwill
Amortization of Intangible Assets	$ 400	$ 0

Other Accrued Expenses (Details

Other Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Payables And Accruals [Abstract]
Accrued personnel costs	$ 5,808	$ 15,850
Accrued interest payable	299	2,096
Income tax payable	629	556
Accrued corporate legal fees and professional services	1,467	589
Accrued expenses - other	880	396
Other accrued expenses	$ 9,083	$ 19,487

Convertible Senior Notes - Addi

Convertible Senior Notes - Additional Information (Details) - Convertible Senior Notes. $ / shares in Units, $ in Millions	Sep. 09, 2014USD ($)item$ / shares	Mar. 31, 2017USD ($)item	Dec. 31, 2016USD ($)
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 287.5
Convertible senior notes, interest rate	2.50%
Net proceeds from convertible senior notes	$ 278.3
Convertible senior notes, maturity date		Sep. 15, 2021
Common stock initial conversion rate per $1,000 in principal amount	16.1616
Convertible senior notes, initial conversion price per share | $ / shares	$ 61.88
Debt instrument, redemption period start date		Sep. 15, 2018
Last reported sale price of common stock	150.00%
Debt instrument, conversion in effect for number of trading days | item	20
Debt instrument conversion, consecutive trading day period	30 days
Debt instrument, trading days preceding redemption notice, maximum | item		2
Debt instrument redemption price percentage to principal amount	100.00%
Debt instrument repurchase percentage		100.00%
Debt issuance costs	$ 9.2
Debt instrument term		7 years
Unamortized debt issuance costs		$ 6.1	$ 6.4
Semi Annual Payment, First payment date
Debt Instrument [Line Items]
Interest payment date on senior notes		--03-15
Semi Annual Payment, Second payment date
Debt Instrument [Line Items]
Interest payment date on senior notes		--09-15

Convertible Senior Notes - Sche

Convertible Senior Notes - Schedule of Total Interest Expense Recognized Related to Notes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Convertible Senior Notes,
Contractual interest expense	$ 1,797	$ 1,797
Accretion of interest on milestone liability	467	0
Amortization of debt issuance costs	317	307
Total interest expense	$ 2,581	$ 2,104

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2017USD ($)Vote	Mar. 31, 2016USD ($)
Stockholders’ Equity
Common stock, shares issued | shares	5,750,000
Sale of stock, price per share | $ / shares	$ 41
Proceeds from the sale of common stock, net of issuance costs | $	$ 221,200	$ 221,224	$ 0
Number Of Vote Per Common Stock | Vote		1

Stockholders' Equity - Componen

Stockholders' Equity - Component of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	$ (47,580)	$ (47,460)
Other comprehensive income (loss)	730	5,945
Total before tax	(46,850)	(41,515)
Tax effect	(268)	(2,202)
Ending balance	(47,118)	(43,717)
Reclassifications out of accumulated other comprehensive loss	0	0
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(47,434)	(47,077)
Other comprehensive income (loss)	735	5,580
Total before tax	(46,699)	(41,497)
Tax effect	(268)	(2,067)
Ending balance	(46,967)	(43,564)
Unrealized Losses
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning balance	(146)	(383)
Other comprehensive income (loss)	(5)	365
Total before tax	(151)	(18)
Tax effect	0	(135)
Ending balance	$ (151)	$ (153)

Share-Based Compensation - Shar

Share-Based Compensation - Share-Based Compensation Expense Recognized in Accompanying Statements of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	$ 8,947	$ 10,965
Employee Service Share Based Compensation Tax Benefit From Compensation Expense	$ 0	0
Closing Stock Price	$ 63.67
Research and development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	$ 4,167	7,309
Selling, general and administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	4,780	$ 3,656
Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense related to non-vested options	$ 81,500
Unrecognized stock-based compensation expense related to non-vested options and RSUs, weighted-average remaining vesting period	2 years 7 months 6 days
Restricted Stock Units (RSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation expense related to unvested RSUs	$ 19,700
Unrecognized stock-based compensation expense related to non-vested options and RSUs, weighted-average remaining vesting period	3 years 7 months 6 days
2011 Stock Incentive Plan | Vesting after year one
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting period	1 year
2011 Stock Incentive Plan | Vesting after year two
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting period	2 years
2011 Stock Incentive Plan | End of vesting period
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options vesting period	4 years

Share-Based Compensation - Summ

Share-Based Compensation - Summary of Stock Options Activity (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Share-Based Compensation
Beginning Balance, Number of Options Outstanding | shares	5,520,482
Number of Options, Granted | shares	446,200
Number of Options, Exercised | shares	(252,912)
Number of Options, Forfeited | shares	(128,180)
Ending Balance, Number of Options Outstanding | shares	5,585,590
Number of Option, Vested and expected to vest at December 31, 2016 | shares	5,212,054
Number of Option, Vested and exercisable at December 31, 2016 | shares	2,948,774
Beginning Balance, Weighted Average Exercise Price | $ / shares	$ 42
Granted, Weighted Average Exercise Price | $ / shares	64.43
Exercised, Weighted Average Exercise Price | $ / shares	22.44
Forfeited, Weighted Average Exercise Price | $ / shares	38.10
Ending Balance, Weighted Average Exercise Price | $ / shares	44.77
Vested and expected to vest, Weighted Average Exercise Price | $ / shares	44.76
Vested and exercisable, Weighted Average Exercise Price | $ / shares	$ 44.46
Outstanding, Weighted Average Remaining Contractual Term (Years)	7 years 7 months 6 days
Vested and expected to vest, Weighted Average Remaining Contractual Term (Years)	7 years 6 months
Exercisable, Weighted Average Remaining Contractual Term (Years)	6 years 4 months 24 days
Outstanding, Aggregate Intrinsic Value | $	$ 134,859
Vested and expected to vest, Aggregate Intrinsic Value | $	126,378
Vested and exercisable, Aggregate Intrinsic Value | $	$ 73,489

Share-Based Compensation - Sche

Share-Based Compensation - Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-Based Compensation
Weighted-average grant date fair value per share	$ 47.71	$ 15.24
Intrinsic value of options exercised	$ 9,525	$ 46
Cash received from stock option exercises	$ 5,674	$ 55

Share-Based Compensation - Su49

Share-Based Compensation - Summary of Activity Relating to Company's Unvested Restricted Stock Units (Detail) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested at the beginning of the period | shares	562,458
Number of Units, Granted | shares	210,484
Number of Units, Vested | shares	(42,754)
Number of Units, Forfeited | shares	(20,991)
Unvested at the end of the period | shares	709,197
Number of Units, Expected to vest after March 31,2017 | shares	592,152
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares	$ 24.70
Weighted Average Grant Date Fair Value, Granted | $ / shares	61.42
weighted-average estimated grant date fair value of purchase awards under Purchase Plan | $ / shares	19.37
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	20.81
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares	36.03
Weighted Average Grant Date Fair Value, Expected To Vest After March 31, 2017 | $ / shares	$ 35.53

License Agreements - Additional

License Agreements - Additional Information (Details) $ in Thousands, € in Millions	Dec. 19, 2016USD ($)	Sep. 30, 2012EUR (€)	Jun. 30, 2011USD ($)	Mar. 31, 2017USD ($)	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)
Research And Development Arrangement Contract To Perform For Others [Line Items]
Acquired In Process Research And Development Milestone Paid				$ 1,100	$ 0
Research and development				32,447	74,608
License Agreements Lucitanib
Research And Development Arrangement Contract To Perform For Others [Line Items]
Initial global development costs reimbursable | €		€ 80
Development cost receivable				800		$ 1,300
Research and development				700	3,600
Reduction in research and development expense for reimbursable development costs due from Servier				800	$ 3,600
License Agreements Licensor Pfizer | Rucaparib
Research And Development Arrangement Contract To Perform For Others [Line Items]
Milestone payments	$ 750
Milestone payment due prior to deferment of milestone payment				20,000
Deferred milestone payment				23,000
Maximum potential future development, regulatory milestone payments				69,750
Additional maximum payments payable on attaining the sales target				170,000
License Agreements Licensor Pfizer | Rucaparib | Minimum
Research And Development Arrangement Contract To Perform For Others [Line Items]
Annual sales target for sales milestone payments				500,000
License Agreements Licensor Astra Zeneca U K Ltd | Rucaparib
Research And Development Arrangement Contract To Perform For Others [Line Items]
Milestone payments	$ 350
License Agreement Terms | License Agreements Licensor Pfizer | Rucaparib
Research And Development Arrangement Contract To Perform For Others [Line Items]
Upfront payment			$ 7,000
Milestones paid to Pfizer prior to FDA approval				$ 1,400

Net Loss Per Common Share (Deta

Net Loss Per Common Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	8,203	5,185
Stock Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	3,557	539
Convertible senior notes
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total potential dilutive shares	4,646	4,646

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Commitments and Contingencies.
Milestone liability	$ 20,528	$ 20,062
Purchase commitment	$ 174,500