Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 06, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | CTMX | |
Entity Registrant Name | CytomX Therapeutics, Inc. | |
Entity Central Index Key | 1,501,989 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,963,692 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 132,908 | $ 177,548 | |
Short-term investments | 202,238 | 196,562 | |
Accounts receivable | 25,137 | 10,139 | |
Prepaid expenses and other current assets | 6,388 | 4,352 | |
Total current assets | 366,671 | 388,601 | |
Property and equipment, net | 5,499 | 4,218 | |
Intangible assets, net | 1,531 | 1,604 | |
Goodwill | 949 | 949 | |
Restricted cash | 917 | 917 | |
Other assets | 1,375 | 1,355 | |
Total assets | 376,942 | 397,644 | |
Current liabilities: | |||
Accounts payable | 4,240 | 4,205 | |
Income tax payable | 2,692 | 1 | |
Accrued liabilities | 24,768 | 16,382 | |
Deferred revenue, current portion | 51,512 | 40,559 | |
Total current liabilities | 83,212 | 61,147 | |
Deferred revenue, net of current portion | 250,316 | 264,704 | |
Other long-term liabilities | 2,281 | 1,897 | |
Total liabilities | 335,809 | 327,748 | |
Commitments and contingencies | |||
Stockholders' equity: | |||
Common stock, $0.00001 par value; 75,000,000 shares authorized; 39,011,779 and 38,478,560 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 1 | 1 | |
Additional paid-in capital | 300,627 | 289,454 | |
Accumulated other comprehensive loss | (178) | (94) | |
Accumulated deficit | (259,317) | (219,465) | |
Total stockholders' equity | 41,133 | 69,896 | |
Total liabilities and stockholders' equity | 376,942 | 397,644 | |
Convertible Preferred Stock | |||
Stockholders' equity: | |||
Convertible preferred stock, $0.00001 par value; 10,000,000 shares authorized and no shares issued and outstanding at June 30, 2018 and December 31, 2017. | |||
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 39,011,779 | 38,478,560 |
Common stock, shares outstanding | 39,011,779 | 38,478,560 |
Convertible Preferred Stock | ||
Convertible Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Convertible Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible Preferred stock, shares issued | 0 | 0 |
Convertible Preferred stock, shares outstanding | 0 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue from related party | $ 469 | $ 946 | ||
Total revenues | $ 21,338 | 8,752 | $ 35,522 | 20,405 |
Operating expenses: | ||||
Research and development | 25,553 | 28,076 | 48,011 | 42,652 |
General and administrative | 9,042 | 6,049 | 16,398 | 11,740 |
Total operating expenses | 34,595 | 34,125 | 64,409 | 54,392 |
Loss from operations | (13,257) | (25,373) | (28,887) | (33,987) |
Interest income | 1,540 | 357 | 2,915 | 594 |
Other income (expense), net | 61 | (174) | (79) | (54) |
Loss before provision for income taxes | (11,656) | (25,190) | (26,051) | (33,447) |
Provision for income taxes | 1,791 | 26 | 2,889 | 26 |
Net loss | $ (13,447) | $ (25,216) | $ (28,940) | $ (33,473) |
Net loss per share, basic and diluted | $ (0.35) | $ (0.69) | $ (0.75) | $ (0.91) |
Shares used to compute net loss per share, basic and diluted | 38,961,021 | 36,780,897 | 38,805,317 | 36,660,548 |
Other comprehensive loss: | ||||
Changes in unrealized gains (losses) on short-term investments | $ 50 | $ (10) | $ (84) | $ (83) |
Comprehensive loss | (13,397) | (25,226) | (29,024) | (33,556) |
License and Service | ||||
Revenues | $ 21,338 | $ 8,283 | $ 35,522 | $ 19,459 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (28,940) | $ (33,473) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Gain on disposal of property and equipment | (1) | |
Amortization of intangible assets | 73 | |
Depreciation and amortization | 802 | 764 |
Amortization of premiums (accretion of discounts) on investments | (643) | 337 |
Stock-based compensation expense | 7,849 | 5,757 |
Deferred income taxes | 26 | |
Changes in operating assets and liabilities | ||
Accounts receivable | (14,998) | 2,001 |
Related party accounts receivable | 127 | |
Prepaid expenses and other current assets | (1,878) | (683) |
Other assets | (20) | (267) |
Accounts payable | (429) | 79 |
Accrued liabilities, income tax payable and other long-term liabilities | 11,303 | (233) |
Deferred revenue | (14,347) | 179,675 |
Net cash (used in) provided by operating activities | (41,228) | 154,109 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,619) | (1,268) |
Purchases of short-term investments | (99,630) | (54,183) |
Maturities of short-term investments | 94,513 | 68,000 |
Net cash (used in) provided by investing activities | (6,736) | 12,549 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 3,324 | 1,557 |
Net cash provided by financing activities | 3,324 | 1,557 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (44,640) | 168,215 |
Cash, cash equivalents and restricted cash, beginning of period | 178,465 | 105,562 |
Cash, cash equivalents and restricted cash, end of period | 133,825 | $ 273,777 |
Supplemental disclosures of noncash investing and financing items: | ||
Purchases of property and equipment in accounts payable and accrued liabilities | 826 | |
ASC 606 | ||
Supplemental disclosures of noncash investing and financing items: | ||
Non-cash adjustment to deferred revenue resulting from the adoption of ASC 606 | $ 10,912 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Description of the Business | 1. Description of the Business CytomX Therapeutics, Inc. (the “Company”) is a clinical-stage, oncology-focused biopharmaceutical company with a vision of transforming lives with safer, more effective therapeutics. The Company is pioneering a novel class of investigational antibody therapeutics, based on its Probody™ therapeutic technology platform, for the treatment of cancer. The Probody therapeutic approach is designed to more specifically target antibody therapeutics to the tumor microenvironment and reduce drug activity in healthy tissue and in circulation. The Company is located in South San Francisco, California and was incorporated in the state of Delaware in September 2010. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying interim condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Unaudited Interim Financial Information The accompanying interim condensed financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The condensed balance sheet data as of December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The condensed results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance sheets that sum to the total of the amounts shown in the statements of cash flows (in thousands). As of June 30, 2018 As of December 31, 2017 Cash and cash equivalents $ 132,908 $ 177,548 Restricted cash - non-current assets 917 917 Total $ 133,825 $ 178,465 Restricted cash represents a standby letter of credit issued pursuant to an office lease entered in December 2015. Contract Balances Customer payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. Comprehensive Income (Loss) The Company’s unrealized gains and losses on short-term investments represent the only component of other comprehensive income (loss) that is excluded from the reported net loss. Revenue Recognition The Company adopted ASC Topic 606 effective January 1, 2018 on a modified retrospective basis. As such, the prior period amounts were not restated and continue to be presented in accordance with ASC Topic 605. For the Company’s accounting policy on revenue recognition prior to January 1, 2018, refer to the 2017 Form 10-K filed with the SEC on March 7, 2018. The policy disclosed in this Quarterly Report on Form 10-Q is the Company’s policy under ASC Topic 606, which was to be applied from January 1, 2018 forward. The Company’s revenues are primarily derived through its license, research, development and commercialization agreements. The terms of these types of agreements may include (i) licenses for the Company’s technology or programs, (ii) research and development services, and (iii) services or obligations in connection with participation in research or steering committees. Payments to the Company under these arrangements typically include one or more of the following: nonrefundable upfront and license fees, research funding, milestone and other contingent payments to the Company for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of any commercialized products. The Company recognizes revenue when the customer obtains control of the promised goods or services, in an amount that reflects the consideration which the Company has received or expects to receive in exchange for those goods or services. The Company assesses whether the promises in its arrangements with customers are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation on steering committees. The transaction price in each arrangement is allocated to the identified performance obligations based on the standalone selling price (“SSP”) of each distinct performance obligation, which requires judgment. In instances where SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs. Due to the early stage of the Company’s licensed technology, the license of such technology is typically combined with research and development services and steering committee participation as one performance obligation. In these cases, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company’s collaboration and license agreements may include contingent payments related to specified research, development and regulatory milestones. Such payments are typically payable under the collaborations when the collaboration partner claims or selects a target, or initiates or advances a covered product candidate in preclinical or clinical development, upon submission for marketing approval of a covered product with regulatory authorities, or upon receipt of actual marketing approvals of a covered product or for additional indications. At each reporting date, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price by using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. Once determined, the transaction price is allocated to each performance obligation on a relative SSP basis. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. The Company’s collaboration and license agreements may also include contingent payments related to sales-based milestones. Sales-based milestones are typically payable when annual sales of a covered product reach specified levels. Sales-based milestones are recognized at the later of when the associated performance obligation has been satisfied or when the sales occur. Unlike other contingency payments, such as regulatory milestones, sales-based milestones are not included in the transaction price based on estimates at the inception of the contract, but rather, are included when the sales or usage occur. AbbVie Ireland Unlimited Company (“AbbVie”), one of the Company’s collaboration partners, entered into a license agreement with Seattle Genetics, Inc. (“SGEN”) to license certain intellectual property rights. As part of the Company’s collaboration agreement with AbbVie, the Company pays SGEN sublicense fees. These sublicense fees are treated as reductions of the transaction price and combined with the performance obligation to which they relate. Milestone payments, when considered probable of being reached and when a significant revenue reversal would not be probable of occurring, are also recorded net of the associated sublicense fees and included in the transaction price. Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The Company evaluated its contracts with customers under ASC 606. The impact of adopting ASC 606 on the Company’s results of operations, financial condition, and cash flows varies depending on the contract. The Company recorded adjustments upon the adoption of ASC 606 as a result of the different accounting treatment of its revenue agreements with respect to the inclusion of milestone payments in the initial transaction price and the method to be used to recognize upfront fees. Under the prior revenue recognition standard, milestone payments were recognized when earned and upfront fees were generally recognized as revenue over the research term on a straight-line basis if another method of revenue recognition did not more clearly match the pattern of delivery of goods or services to the customer. Under ASC 606, milestone payments are included in the initial transaction price when it is probable that a significant reversal of the milestone payment will not occur. In addition, the Company can no longer default to the straight-line method as the default method in recognizing revenue for goods or services delivered over time. As such, the amount and timing of revenue recognition for its collaboration agreements changed under the new revenue recognition standard. The impact of the adoption of ASC 606 was an increase in the balance of deferred revenue and an increase in the accumulated deficit balance of $10.9 million on January 1, 2018. The following table summarizes the impact of adopting ASC 606 on select unaudited condensed balance sheet line items (in thousands): As of June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Liabilities Income tax payable $ 1,636 $ 1,056 $ 2,692 Deferred revenue - current 44,964 6,548 51,512 Deferred revenue - long-term 235,899 14,417 250,316 Stockholders' Equity Accumulated deficit (237,296 ) (22,021 ) (259,317 ) The following tables summarize the impact of adopting ASC 606 on select unaudited condensed statement of operations line items (in thousands, except per share data): Three Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Revenue $ 32,423 $ (11,085 ) $ 21,338 Loss from operations (2,172 ) (11,085 ) (13,257 ) Loss before provision for income taxes (571 ) (11,085 ) (11,656 ) Provision for income taxes 616 1,175 1,791 Net loss (1,187 ) (12,260 ) (13,447 ) Net loss per share, basic and diluted (0.03 ) (0.32 ) (0.35 ) Six Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Revenue $ 45,049 $ (9,527 ) $ 35,522 Loss from operations (19,360 ) (9,527 ) (28,887 ) Loss before provision for income taxes (16,524 ) (9,527 ) (26,051 ) Provision for income taxes 1,833 1,056 2,889 Net loss (18,357 ) (10,583 ) (28,940 ) Net loss per share, basic and diluted (0.47 ) (0.28 ) (0.75 ) The following table summarizes the impact of adopting ASC 606 on select unaudited condensed statement of cash flows line items (in thousands): Six Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Cash flows from operating activities: Net loss $ (18,357 ) $ (10,583 ) $ (28,940 ) Changes in operating assets and liabilities: Accrued liabilities, income tax payable and other long-term liabilities 10,247 1,056 11,303 Deferred revenue (23,874 ) 9,527 (14,347 ) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, Statement of Cash Flows (Topic 230) The Company adopted this standard in its first quarter ended March 31, 2018. The Company has revised the presentation of restricted cash in its Statements of Cash Flows and provided the additional disclosures required under this standard. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . Under ASU 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company plans to adopt this guidance beginning with its first quarter ending March 31, 2019. The Company is in the process of evaluating the future impact of ASU 2016-02 on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for the Company on January 1, 2020. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Fair Value Measurements and Sho
Fair Value Measurements and Short-Term Investments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Short-Term Investments | 3. Fair Value Measurements and Short-Term Investments In accordance with ASC 820-10, Fair Value Measurements and Disclosures, the Company determines the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, which establishes three levels of inputs that may be used to measure fair value, as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities. • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments, including restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. The Company’s financial instruments consist of Level I assets. Level I assets consist primarily of highly liquid money market funds, some of which are included in restricted cash, and U.S. Government bonds that are included in short-term investments. The following tables set forth the fair value of the Company’s short-term investments subject to fair value measurements on a recurring basis and the level of inputs used in such measurements (in thousands): June 30, 2018 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Assets Money market funds Level I $ 131,450 $ — $ — $ 131,450 Restricted cash (money market funds) Level I 917 — — 917 U.S. Government bonds Level I 202,389 — (151 ) 202,238 Total $ 334,756 $ — $ (151 ) $ 334,605 December 31, 2017 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Assets Money market funds Level I $ 164,440 $ — $ — $ 164,440 Restricted cash (money market funds) Level I 917 — — 917 U.S. Government bonds Level I 196,629 — (67 ) 196,562 Total $ 361,986 $ — $ (67 ) $ 361,919 As of June 30, 2018, no securities have contractual maturities of longer than one year. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities Current [Abstract] | |
Accrued Liabilities | 4. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): June 30, December 31, 2018 2017 Research and clinical expenses $ 19,592 $ 10,068 Payroll and related expenses 3,089 4,526 Legal and professional expenses 1,827 1,523 Other accrued expenses 260 265 Total $ 24,768 $ 16,382 |
Research and Collaboration Agre
Research and Collaboration Agreements | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Research and Collaboration Agreements | 5. Research and Collaboration Agreements AbbVie Ireland Unlimited Company In April 2016, the Company and AbbVie entered into two agreements, a CD71 Co-Development and Licensing Agreement (the “CD71 Agreement”) and a Discovery Collaboration and Licensing Agreement (the “Discovery Agreement” and together with the CD71 Agreement the “AbbVie Agreements”). Under the terms of the CD71 Agreement, the Company and AbbVie will co-develop a Probody Drug Conjugates (“PDC”) against CD71, with the Company responsible for pre-clinical and early clinical development. AbbVie will be responsible for later development and commercialization, with global late-stage development costs shared between the two companies. The Company will assume 35% of the net profits or net losses related to later development unless it opts-out. If the Company opts-out from participation of co-development of the CD71 PDC, AbbVie will have sole right and responsibility for the further development, manufacturing and commercialization of such CD71 PDC. AbbVie, at its sole discretion, may stop development of any CD71 PDC and terminate the CD71 Agreement if the Company does not meet certain preclinical research criteria by the applicable deadline. In such case, the Company and AbbVie may evaluate and approve an alternate CD71 PDC. If such alternate CD71 PDC is approved, then the Company and AbbVie will, in good faith, negotiate amendments to the timelines and, if necessary, the content in the research and development plan and budget and extensions to the deadlines to achieve defined success criteria. Under the CD71 Agreement, the Company received an upfront payment of $20.0 million in April 2016, and is eligible to receive up to $470.0 million in development, regulatory and commercial milestone payments and royalties on ex-US sales in the high teens to low twenties if the Company participates in the co-development of the CD71 Licensed Product subject to a reduction in such royalties if the Company opts-out from the co-development of the CD71 PDC. The Company’s share of later stage co-development costs for each CD71 PDC are capped, provided that AbbVie may offset the Company’s co-development cost above the capped amounts from future payments such as milestone payments and royalties. In July 2017, the Company received a milestone payment of $14.0 million (net of the associated sublicense fee of $1.0 million) from AbbVie for achieving certain milestones required to be met to begin GLP toxicology studies under the CD71 Agreement. In May 2018, the United States Food and Drug Administration (“FDA”) cleared the IND application for CX-2029, a PDC targeting CD71 that the Company is developing in partnership with AbbVie. As a result, the Company achieved the IND success criteria under the CD71 Agreement and earned a $25.0 million of milestone payment. The milestone also triggered a required payment by the Company of $4.0 million under the Seattle Genetics Agreement. The Company commenced enrollment of our Phase 1/2 clinical trial and dosed the first patient in a clinical trial at the end of the second quarter of 2018. Under the terms of the Discovery Agreement, AbbVie receives exclusive worldwide rights to develop and commercialize PDCs against up to two targets, one of which was selected in March 2017. The Company shall perform research services to discover the Probody therapeutics and create PDCs for the nominated collaboration targets. From that point, AbbVie shall have sole right and responsibility for development and commercialization of products comprising or containing such PDCs (“Discovery Licensed Products”). Under the Discovery Agreement, the Company received an upfront payment of $10.0 million in April 2016 and may receive an additional payment upon the selection by AbbVie of the second target and the satisfaction of certain success criteria under the CD71 Agreement. AbbVie has not selected the second target, but the success criteria under the CD71 Agreement were met in September 2016. The Company is also eligible to receive up to $275.0 million in target nomination, development, regulatory and commercial milestone payments and royalties in the high single to low teens from commercial sales of any resulting PDCs. The Company has determined that the CD71 and Discovery Agreements with AbbVie should be combined and evaluated as a single arrangement in determining revenue recognition, because both agreements were concurrently negotiated and executed. The Company identified the following performance obligations at the inception of the AbbVie Agreements: (1) the research, development and commercialization license for CD71 Probody therapeutic, (2) the research services related to CD71 Probody therapeutic, (3) the obligation to participate in the CD71 Agreement joint research committee, (4) the research services related to the first discovery target (5) the research, development and commercialization license for the first discovery target, and (6) the obligation to participate in the Discovery Agreement joint research committee. The Company concluded that, at the inception of the agreement, AbbVie’s option for the second discovery target is not a material right and is therefore not a performance obligation. The Company determined that the research, development and commercialization licenses for CD71 and discovery targets are not distinct from the Company’s respective research services and expertise. The Company considered factors such as novelty of the Probody therapeutic and PDC technology and lack of other parties’ expertise in this space, the Company’s rights to technology relating to a proprietary platform to enable the Probody therapeutic development and AbbVie’s contractual obligation to use the Company’s research services. The Company determined that the CD71 Agreement research, development and commercialization license, related research service and participation in the joint research committee were a combined performance obligation and were distinct from the Discovery Agreement research, development and commercialization license, related research service and participation in the joint research committee. Therefore, the Company concluded that there are two distinct performance obligations: CD71 Agreement performance obligation consisting of the CD71 Agreement research, development and commercialization license, related research service and participation in the joint research committee, and the Discovery Agreement performance obligation consisting of the Discovery Agreement research, development and commercialization license, related research service and participation in the joint research committee. The transaction price at the inception of the contract consists of $30.0 million in upfront payments, $14.0 million milestone payment received (net of the associated sublicense fee of $1.0 million) less $4.2 million of estimated sublicense fees. The upfront payments under the AbbVie Agreements are allocated between the two performance obligations based on the estimated relative standalone selling prices. The $30.0 million of upfront payments is allocated $20.0 million to the CD71 Agreement, with the remaining $10.0 million allocated to the Discovery Agreement. The $14.0 million milestone payment received (net of the associated sublicense fee of $1.0 million) and estimated sublicense fees are allocated to the CD71 Agreement performance obligation as they are directly related to the development of the CD71 Probody therapeutic. In May 2018, the Company earned a $21.0 million milestone payment (net of the associated sublicense fee of $4.0 million). The $21.0 million milestone payment was included as part of the transaction price in May 2018 and a revenue adjustment of $9.9 million was recognized in the second quarter of 2018 reflecting the percentage completed to-date on the project related to this milestone. The Company determined that the remaining potential milestone payments are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control. Therefore, these payments have been fully constrained and are not included in the transaction price as of June 30, 2018. Under the UCSB Agreement, the Company is obligated to make royalty payments to UCSB equal to 5% of certain sublicense revenue payments owed to or received by the Company. The Company determined that the calculation of the sublicense fee is not specifically addressed in the sublicense agreement when the Company simultaneously licenses the UCSB technology along with the technology the Company has developed internally. As of December 31, 2017, the Company recorded a liability of $0.5 million, which represents the Company’s best estimate of the amount to be remitted to UCSB related to the $14.0 million milestone earned in July 2017. The Company recorded an additional $0.4 million of liability related to the $21.0 million (net of the associated sublicense fees) milestone earned in the second quarter of 2018. Amgen, Inc. On September 29, 2017, the Company and Amgen, Inc. (“Amgen”) entered into a Collaboration and License Agreement (the “Amgen Agreement”). Pursuant to the Amgen Agreement, the Company received an upfront payment of $40.0 million in October 2017. Concurrent with the entry into the Amgen Agreement, the Company and Amgen entered into a Share Purchase Agreement (the “Purchase Agreement”) pursuant to which Amgen purchased 1,156,069 shares of the Company’s common stock, par value $0.00001 per share, at a price of $17.30 per share (calculated based on a 20-day volume-weighted average price), for total proceeds of $20.0 million, which the Company received on October 6, 2017, the closing date of the transaction. On the closing date, the Registration Rights Agreement (the “Registration Rights Agreement”) between the Company and Amgen went into effect. Pursuant to the Registration Rights Agreement, Amgen agreed not to dispose of any of the shares purchased during the six-month period following the closing date (the “lock-up period”) without the prior approval of a majority of the Company’s Board of Directors. The Company estimated a premium on the stock sold to Amgen of $0.5 million, which takes into account a discount due to the lack of marketability resulting from the six-month lockup period. Under the terms of the Amgen Agreement, the Company and Amgen will co-develop a Probody T-cell engaging bi-specific therapeutic targeting EGFR (“EGFR Products”). The Company will be responsible for early-stage development of EGFR Products and all related costs (up to certain pre-set costs and certain limits based on clinical study size). Amgen will be responsible for late-stage development, commercialization, and all related costs of EGFR Products. Following early-stage development, the Company will have the right to elect to participate financially in the global co-development of EGFR Products with Amgen, during which the Company would bear certain of the worldwide development costs for EGFR Products and Amgen would bear the rest of such costs (the “EGFR Co-Development Option”). If the Company exercises its EGFR Co-Development Option, the Company will share in somewhat less than 50% of the profit and losses from sales of such EGFR Products in the U.S., subject to certain caps, offsets, and deferrals. If the Company chooses not to exercise its EGFR Co-Development Option, the Company will not bear any costs of later stage development. The Company is eligible to receive up to $455.0 million in development, regulatory, and commercial milestone payments for EGFR Products, and royalties in the low-double-digit to mid-teen percentage of worldwide commercial sales, provided that if the Company exercises its EGFR Co-Development option, it shall only receive royalties in the low-double-digit to mid-teen percentage of commercial sales outside of the United States. Amgen also has the right to select a total of up to three targets, including the two additional targets discussed below. The Company and Amgen will collaborate in the research and development of Probody T-cell engaging bi-specifics products directed against such targets. Amgen has selected one such target (the “Amgen Other Product”). If Amgen exercises its option within a specified period of time, it can select two such additional targets (the “Amgen Option Products” and, together with the Amgen Other Product, the “Amgen Products”). Except with respect to preclinical activities to be conducted by CytomX, Amgen will be responsible, at its expense, for the development, manufacture, and commercialization of all Amgen Products. If Amgen exercises all of its options and advances all three of the Amgen Products, CytomX is eligible to receive up to $950.0 million in upfront, development, regulatory, and commercial milestones and tiered high single-digit to low-teen percentage royalties. The Company concluded that, at the inception of the agreement, Amgen’s option to select the two additional targets is not a material right and does not represent a performance obligation of the agreement. At the initiation of the collaboration, CytomX had the option to select, from programs specified in the Amgen Agreement, an existing pre-clinical stage T-cell engaging bispecific product from the Amgen pre-clinical pipeline. In March 2018, CytomX selected the program. CytomX will be responsible, at its expense, for converting this program to a Probody T-cell engaging bispecific product, and thereafter, be responsible for development, manufacturing, and commercialization of the product (“CytomX Product”). Amgen is eligible to receive up to $203.0 million in development, regulatory, and commercial milestone payments for the CytomX Product, and tiered mid-single digit to low double-digit percentage royalties. The Company considered the criteria for combining contracts in ASC 606 and determined that the Amgen Agreement and the Purchase Agreement should be combined into one contract. The Company accounted for the Amgen Agreement based on the fair values of the assets and services exchanged. The Company identified the following performance obligations at the inception of the Amgen Agreement: (1) the research, development and commercialization license, (2) the research and development services for the EGFR Products and the Amgen Other Product, and (3) the obligation to participate in the joint steering committee (“JSC”) and the joint research committee (“JRC”). The Company determined that research, development and commercialization license and the participation in the JSC and JRC are not distinct from the research and development services and therefore those performance obligations were combined into one combined performance obligation. The Amgen Other Products will be accounted for as a separate performance obligation from the EGFR Products as the nature of the services being performed is not the same and the value that Amgen can derive from one program is not dependent on the success of the other. Concurrent with the execution of the Amgen Agreement, the Company entered into a sublicense agreement whereby the Company granted Amgen a sublicense of its rights to one patent family that it co-owns with the Regents of the University of California, acting through its Santa Barbara campus (“UCSB”), that is exclusively licensed to us under the UCSB Agreement covering Probody antibodies and other pro-proteins in the fields of therapeutics, in vivo diagnostics and prophylactics. This sublicense was incremental to the patents, patent applications and know-how covering T-cell engaging bispecific Probody molecules that were developed and owned by the Company and licensed to Amgen. Under the UCSB Agreement, the Company is obligated to make a royalty payment to UCSB equal to 15% of certain sublicense revenue payments owed to or received by the Company. The Company determined that the calculation of the sublicense fee is not specifically addressed in the sublicense agreement when the Company simultaneously licenses the UCSB technology along with the technology the Company has developed internally. As of December 31, 2017, the Company recorded a liability of $2.1 million, which represents the Company’s best estimate of the amount to be remitted to UCSB. As of June 30, 2018, the Company determined that the estimated liability of $2.1 million is still appropriate. The total transaction price of $51.2 million, consisting of the $40.0 million upfront payment, an estimated fair value of $10.7 million for the CytomX Product and $0.5 million of premium on the sale of the Company’s equity, was allocated between two performance obligations based on the relative standalone selling price of each performance obligation. To determine the standalone selling price, the Company used the discounted cash flow method by calculating risk-adjusted net present values of estimated cash flows. The Company determined that the remaining potential milestone payments are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control. Therefore, these payments have been fully constrained and are not included in the transaction price as of June 30, 2018. The Company recognizes the transaction price of $45.8 million allocated to the EGFR Products performance obligation using a cost-based input measure. In applying the cost-based input method of revenue recognition, the Company uses actual costs incurred relative to budgeted costs expected to be incurred for the combined performance obligation. These costs consist primarily of internal FTE effort and third-party contract costs. Revenue is recognized based on actual costs incurred as a percentage of total budgeted costs as the Company completes its performance obligation over the six-year service period. As the Amgen Other Product performance obligation represents an obligation to continuously make the Probody therapeutic technology platform available to Amgen, the initial transaction price of $4.7 million allocated to this performance obligation is recognized over the common measure of progress for the entire performance obligation over the estimated research service period of six years. The Company recognized revenue of $1.6 million and $2.9 million for the three and six months ended June 30, 2018, respectively, related to the Amgen Agreement. As of June 30, 2018 and December 31, 2017, deferred revenue related to the EGFR Products performance obligation was $42.3 million and $45.3 million, respectively. As of June 30, 2018 and December 31, 2017, deferred revenue related to the Amgen Other Products performance obligation was $4.2 million and $4.6 million, respectively. As of June 30, 2018, no amount was due from Amgen under the Amgen Agreement. Bristol-Myers Squibb Company On May 23, 2014, the Company and Bristol-Myers Squibb Company (“BMS”) entered into a Collaboration and License Agreement (the “BMS Agreement”) to discover and develop compounds for use in human therapeutics aimed at multiple immuno-oncology targets using the Company’s Probody therapeutic technology. The effective date of the BMS Agreement was July 7, 2014. Under the terms of the BMS Agreement, the Company granted BMS exclusive worldwide rights to develop and commercialize Probody therapeutics for up to four oncology targets. BMS had additional rights to substitute up to two collaboration targets within three years of the effective date of the BMS Agreement. These rights expired in May 2017. Pursuant to the BMS Agreement, the financial consideration from BMS was comprised of an upfront payment of $50.0 million and the Company was initially entitled to receive contingent payments of up to an aggregate of $1,217.0 million as follows: (i) up to $25.0 million for additional targets; (ii) up to $114.0 million in development milestone payments per research target program or up to $456.0 million if the maximum of four research targets are selected; (iii) up to $124.0 million in milestone payments for the first commercial sale in various territories for up to three indications per research target program or up to $496.0 million if the maximum of four research targets are selected, and (iv) up to $60.0 million in sales milestones payments per research target program or up to $240.0 million if maximum of four research targets are selected. The Company is entitled to royalty payments in the mid-single digits to low double-digit percentages from potential future sales. The Company will also receive research and development service fees based on a prescribed FTE rate that is capped. The Company identified the following performance obligations at the inception of the BMS Agreement: (1) the exclusive research, development and commercialization license, (2) the research and development services and (3) the obligation to participate in the joint research committee. The Company determined that the license, the Company’s research services and expertise related to the development of the product candidates should be combined with the research services and participation in the joint research committee as one combined performance obligation. The Company concluded that, at the inception of the agreement, BMS’ options for the third and fourth targets were not material rights and not performance obligations. As such, each option was accounted for as a separate arrangement upon exercise. Additionally, the Company considered whether the services performed for each target should be considered separate performance obligations and concluded that all targets should be accounted for as one combined performance obligation. The Company received an upfront payment of $50.0 million from BMS in July 2014. In January and December 2016, BMS selected the third and fourth targets, respectively, and paid the Company $10.0 million and $15.0 million, respectively, pursuant to the terms of the BMS Agreement. In December 2016, BMS selected a clinical candidate pursuant to the BMS Agreement, which triggered a $2.0 million pre-clinical milestone payment to the Company. In November 2017, the Company recognized a $10.0 million milestone payment from BMS upon approval of the investigational new drug application for the CTLA-4-directed Probody therapeutic. On March 17, 2017, the Company and BMS entered into Amendment Number 1 to Extend Collaboration and License Agreement (the “Amendment”). The Amendment grants BMS exclusive worldwide rights to develop and commercialize Probody therapeutics for up to six additional oncology targets and two non-oncology targets. The effective date of the Amendment was April 25, 2017 (“Amendment Effective Date”). Under the terms of the Amendment, the Company will continue to collaborate with BMS to discover and conduct preclinical development of Probody therapeutics against targets selected by BMS under the terms of the Amendment. Pursuant to the Amendment, the financial consideration from BMS was comprised of an upfront payment of $200.0 million and the Company will be eligible to receive up to an aggregate of $3,586.0 million as follows: (i) up to $116.0 million in development milestone payments per target or up to $928.0 million if the maximum of eight targets are selected for the first product modality; (ii) up to $124.0 million in milestone payments for the first commercial sale in various territories for up to three indications per target program or up to $992.0 million if the maximum of eight targets are selected for the first product modality; (iii) up to $60.0 million in sales milestone payments per target or up to $480.0 million if maximum of eight targets are selected for the first product modality; and (iv) up to $56.3 million in development milestone payments or up to $450.0 million if the maximum of eight targets are selected for the second product modality; (v) up to $62.0 million in milestone payments for the first commercial sale in various territories for up to three indications per target program or up to $496.0 million if the maximum of eight targets are selected for the second product modality; (iii) up to $30.0 million in sales milestone payments per target or up to $240.0 million if maximum of eight targets are selected for the second product modality. The Company is also entitled to tiered mid-single to low double-digit percentage royalties from potential future sales. The Amendment does not change the term of the BMS’ royalty obligation under the BMS Agreement. BMS’ royalty obligation continues on a licensed-product by licensed-product basis until the later of (i) the expiration of the last claim of the licensed patents covering the licensed products in the country, (ii) the twelfth anniversary of the first commercial sale of a licensed product in a country, or (iii) the expiration of any applicable regulatory, pediatric, orphan drug or data exclusivity with respect to such product. The initial transaction price is $272.8 million consisting of the upfront fees of $250.0 million, research and development service fees of $10.8 million and milestone payments received to date of $12.0 million. The Company determined that the remaining potential milestone payments are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control. Therefore, these payments have been fully constrained and are not included in the transaction price as of June 30, 2018. The BMS Agreement represents an obligation to continuously make the Probody therapeutic technology platform available to BMS. Therefore, the initial transaction price is recognized over the estimated research service period which ends on April 25, 2023. The Company recognized revenue of $8.2 million and $6.9 million for the three months ended June 30, 2018 and 2017, respectively, and $16.4 million and $10.2 million for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and December 31, 2017, deferred revenue relating to the BMS Agreement was $221.9 million and $235.0 million, respectively. The amount due from BMS under the BMS Agreement was $0.1 million and $10.1 million as of June 30, 2018 and December 31, 2017, respectively. ImmunoGen, Inc. In January 2014, the Company and ImmunoGen, Inc. (“ImmunoGen”) entered into the Research Collaboration Agreement (the “ImmunoGen Agreement”). The ImmunoGen Agreement provides the Company with the right to use ImmunoGen’s Antibody Drug Conjugate (“ADC”) technology in combination with the Company’s Probody therapeutic technology to create a PDC directed at one specified target under a research license, and to subsequently obtain an exclusive, worldwide development and commercialization license to use ImmunoGen’s ADC technology to develop and commercialize such PDCs. The Company made no upfront cash payment in connection with the execution of the agreement. Instead, the Company provided ImmunoGen with the rights to CytomX’s Probody therapeutic technology to create PDCs directed at two targets under the research license and to subsequently obtain exclusive, worldwide development and commercialization licenses to develop and commercialize such PDCs. In February 2017, ImmunoGen exercised its option to obtain a development and commercialization license for one of the two targets. The Company recognized the remaining deferred revenue related to the discontinued program upon the termination of the program. ImmunoGen continues research work on the second collaboration target; however, as of June 30, 2018, the Company has no further research obligation under the ImmunoGen Agreement Under the terms of the agreement, both the Company and ImmunoGen were required to perform research activities on behalf of the other party for no monetary consideration. The research activities for a particular target were to last until January 2018 unless they were terminated by one of the parties or when a development and commercialization license is obtained with respect to that target. This arrangement was extended to June 2018, as discussed below. Each party is solely responsible for the development, manufacturing and commercialization of any products resulting from the exclusive development and commercialization license obtained by such party under the agreement. Each party may be liable to pay annual maintenance fees to the other party if the licensed product candidate covered under each development and commercialization license has not progressed to the clinical stage of development within six years of the exercise of the development and commercialization license. In consideration for the exclusive development and commercialization license that may be obtained by ImmunoGen, the Company is entitled to receive up to $30.0 million in development and regulatory milestone payments per the research program target, up to $50.0 million in sales milestone payments per target and royalties in the mid-single digits on the commercial sales of any resulting product. For the development and commercialization license that may be obtained by the Company, ImmunoGen is entitled to receive up to $60.0 million in development and regulatory milestone payments, up to $100.0 million in sales milestone payments and royalties in the mid to high single digits on the commercial sales of any resulting product. In August 2017, the Company made a milestone payment of $1.0 million to ImmunoGen for the first patient dosing with CX-2009. The Company accounted for the ImmunoGen Agreement based on the fair value of the assets and services exchanged. The Company identified the following performance obligations at the inception of the ImmunoGen Agreement: (1) the research license, (2) the research services, (3) the obligation to participate in the joint research committee, (4) the exclusive research, development and commercialization license and (5) the obligation to provide future technology improvements, when available. The Company determined that the research license, participation in the joint steering committee, the research services, and the technology improvements are not distinct from the development and commercialization license and therefore those performance obligations were combined into one combined performance obligation. The Company considered factors such the limited economic benefits to ImmunoGen if the development and commercialization license is not obtained and the lack of sublicensing rights in the research license. The estimated total fair value of the consideration of $13.2 million was recorded as deferred revenue at the inception of the agreement. In December 2017, the Company entered into a license agreement with ImmunoGen (the “ImmunoGen Amendment”) pursuant to ImmunoGen’s exercise of its option to obtain a development and commercialization license for the second research program target under the ImmunoGen Agreement. The ImmunoGen Amendment extended the Company’s obligation to provide research services from January 8, 2018 to June 30, 2018. The fair value of the consideration for the combined performance obligation was recognized as revenue over the research period that ended on June 30, 2018 The estimated fair value of assets and services received was also $13.2 million, of which $12.7 million was allocated to the licenses received and was charged to research and development expense, with the remaining amount of $0.5 million allocated to the research services, joint research committee participation and technology improvements, which was expensed over the period of services provided. The Company recognized revenue of $0.7 million and $40,000 for the three months ended June 30, 2018 and June 30, 2017, respectively and $1.5 million and $6.5 million for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018 and December 31, 2017, deferred revenue relating to the ImmunoGen Agreement was $0 and $0.7 million, respectively. As of both June 30, 2018 and December 31, 2017, no amount was due from ImmunoGen under the ImmunoGen Agreement. MD Anderson In November 2015, the Company entered into a research collaboration agreement with MD Anderson to research Probody-enabled chimeric antigen receptor killer (CAR-NK) cell therapies, known as ProCAR-NK cell therapies. Under this collaboration, MD Anderson will use the Company’s Probody technology to conduct research of ProCAR-NK cell therapies against certain targets selected by the Company in cancer immunotherapy. Under the research collaboration agreement, the Company has the right to exercise an option, during the option period expiring on November 2, 2019 and upon payment of an option exercise fee, to negotiate and acquire a worldwide, e |
License Agreement
License Agreement | 6 Months Ended |
Jun. 30, 2018 | |
Research And Development [Abstract] | |
License Agreement | 6. License Agreement The Company has an exclusive, worldwide license agreement (the “UCSB Agreement”) with UCSB, relating to the use of certain patents and technology relating to its core technology, including its therapeutic antibodies, and to certain patent rights the Company co-owns with UCSB covering Probody antibodies and other pro-proteins. Pursuant to the UCSB Agreement, the Company is obligated to (i) make royalty payments to UCSB on net sales of its products covered under the agreement, subject to annual minimum amounts, (ii) make milestone payments to UCSB upon the occurrence of certain events, (iii) make a milestone payment to UCSB upon occurrence of an IPO or change of control, and (iv) reimburse UCSB for prosecution and maintenance of the licensed patents. If the Company sublicenses its rights under the UCSB Agreement, it is obligated to pay UCSB a percentage of the total sublicense revenue received, which total amount would be first reduced by the aggregate amount of certain research and development related expenses incurred by the Company and other permitted deductions. In 2013, the Company amended the UCSB Agreement to reduce certain amounts due to UCSB upon receipt by the Company of upfront payments, milestone payments and royalties from sublicensees. In exchange for this amendment, the Company issued to UCSB 157,332 shares of common stock. The UCSB Agreement, as amended, will remain in effect until the expiration or abandonment of the last to expire of the licensed patents. The Company incurred expenses of $0.5 million and $10.0 million for the three months ended June 30, 2018 and 2017, respectively, and $0.5 million and $10.3 million for the six months ended June 30, 2018 and 2017, respectively, to UCSB under the provisions of the UCSB Agreement. Royalty obligations The Company has annual minimum royalty obligations of $150,000 under the terms of certain exclusive licensed patent rights. The royalty obligations are cancellable any time by giving notice to the licensor, with the termination being effective 60 days after giving notice. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. Stock-Based Compensation Stock Options Activities under the Company’s stock option plans for the three months ended June 30, 2018 were as follows: Options Outstanding Number of Options Weighted- Average Exercise Price Per Share Balances at December 31, 2017 6,503,458 $ 8.157 Options granted 1,776,500 26.027 Options exercised (513,386 ) 5.783 Option forfeited/expired (87,652 ) 16.820 Balances at June 30, 2018 7,678,920 $ 12.339 Options exercisable at June 30, 2018 3,935,504 $ 6.753 Stock-based Compensation Total stock-based compensation recorded related to options granted to employees and non-employees and employee stock purchase plan was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Stock-based compensation expense: Research and development $ 2,050 $ 1,319 $ 3,858 $ 2,547 General and administrative 2,111 1,690 3,991 3,210 Total stock-based compensation expense $ 4,161 $ 3,009 $ 7,849 $ 5,757 |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. Net Loss Per Share The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented, because including them would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Options to purchase common stock 7,351,681 6,907,038 7,329,531 7,048,959 Total 7,351,681 6,907,038 7,329,531 7,048,959 |
Income Tax Expense
Income Tax Expense | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Expense | 9. Income Tax Expense The Company recorded a provision for income taxes of $1.8 million and $2.9 million during the three and six months ended June 30, 2018. The income tax expense was generated as a result of a timing difference in the recognition of revenue between tax and U.S. GAAP purposes, primarily related to the upfront payment received from the BMS Agreement and the Amgen Agreement. This timing difference will be recognized as revenue for tax purposes in 2018, which will generate taxable income and therefore, tax expense. The Company’s effective tax rate was -15.4% and 0.0% for the three months ended June 30, 2018 and 2017, respectively, and -11.1% and 0.0% for the six months ended June 30, 2018 and 2017, respectively. Income tax expense for the three and six months ended June 30, 2018 was accrued based on the newly-enacted statutory federal tax rate of 21%, which was effective for tax years starting January 1, 2018. The Company maintains a full valuation allowance against its net deferred tax assets due to the Company’s history of losses as of June 30, 2018. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) of 2017 was signed into law making significant changes to the Internal Revenue Code. The Tax Act contains significant changes to corporate income tax, including among other things, a reduction to the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%. Since further guidance, interpretations and rulings are expected in the 12 months following enactment, the Company has made certain provisional estimates, as permitted by SAB 118 and continues to analyze the impact of the Tax Act. As of June 30, 2018, the Company has not completed its accounting for all of the effects of the Tax Act due to pending guidance, interpretations and rulings to be issued. The Company did not make any adjustments during the three and six months ended June 30, 2018 to the tax amounts recorded during the year ended December 31, 2017. As the Company collects and prepares the necessary data and obtains further guidance or interpretation of the Tax Act, it may make adjustments to the provisional amounts that it has recorded that may materially impact the provision for income taxes in the period in which the adjustments are made. The Company will complete its accounting analysis when the interpretations, guidance and rulings are finalized by the various tax and standard-setting bodies, which is expected by the end of December 2018. |
Subsequent Event - Stock Offeri
Subsequent Event - Stock Offering | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event – Stock Offering | 10. Subsequent Event – Stock Offering In July 2018, the Company completed an underwritten public offering of 5,867,347 shares of common stock at a price of $24.50 per share, which included 765,306 shares issued pursuant to the underwriters’ exercise of their option to purchase additional shares of common stock. The aggregate net proceeds received by the Company from the offering were approximately $134.5 million after deducting underwriting discounts and commissions and offering expenses payable by the Company. |
Basis of Presentation and Sum16
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying interim condensed financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The condensed balance sheet data as of December 31, 2017 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The condensed results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year or for any other future year or interim period. The accompanying condensed financial statements should be read in conjunction with the audited financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less at the date of purchase to be cash equivalents. |
Restricted Cash | Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance sheets that sum to the total of the amounts shown in the statements of cash flows (in thousands). As of June 30, 2018 As of December 31, 2017 Cash and cash equivalents $ 132,908 $ 177,548 Restricted cash - non-current assets 917 917 Total $ 133,825 $ 178,465 Restricted cash represents a standby letter of credit issued pursuant to an office lease entered in December 2015. |
Contract Balances | Contract Balances Customer payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until the Company performs its obligations under these arrangements. Amounts payable to the Company are recorded as accounts receivable when the Company’s right to consideration is unconditional. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company’s unrealized gains and losses on short-term investments represent the only component of other comprehensive income (loss) that is excluded from the reported net loss. |
Revenue Recognition | Revenue Recognition The Company adopted ASC Topic 606 effective January 1, 2018 on a modified retrospective basis. As such, the prior period amounts were not restated and continue to be presented in accordance with ASC Topic 605. For the Company’s accounting policy on revenue recognition prior to January 1, 2018, refer to the 2017 Form 10-K filed with the SEC on March 7, 2018. The policy disclosed in this Quarterly Report on Form 10-Q is the Company’s policy under ASC Topic 606, which was to be applied from January 1, 2018 forward. The Company’s revenues are primarily derived through its license, research, development and commercialization agreements. The terms of these types of agreements may include (i) licenses for the Company’s technology or programs, (ii) research and development services, and (iii) services or obligations in connection with participation in research or steering committees. Payments to the Company under these arrangements typically include one or more of the following: nonrefundable upfront and license fees, research funding, milestone and other contingent payments to the Company for the achievement of defined collaboration objectives and certain preclinical, clinical, regulatory and sales-based events, as well as royalties on sales of any commercialized products. The Company recognizes revenue when the customer obtains control of the promised goods or services, in an amount that reflects the consideration which the Company has received or expects to receive in exchange for those goods or services. The Company assesses whether the promises in its arrangements with customers are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation on steering committees. The transaction price in each arrangement is allocated to the identified performance obligations based on the standalone selling price (“SSP”) of each distinct performance obligation, which requires judgment. In instances where SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs. Due to the early stage of the Company’s licensed technology, the license of such technology is typically combined with research and development services and steering committee participation as one performance obligation. In these cases, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The Company’s collaboration and license agreements may include contingent payments related to specified research, development and regulatory milestones. Such payments are typically payable under the collaborations when the collaboration partner claims or selects a target, or initiates or advances a covered product candidate in preclinical or clinical development, upon submission for marketing approval of a covered product with regulatory authorities, or upon receipt of actual marketing approvals of a covered product or for additional indications. At each reporting date, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price by using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. Once determined, the transaction price is allocated to each performance obligation on a relative SSP basis. At the end of each subsequent reporting period, the Company re-evaluates the probability or achievement of each such milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. The Company’s collaboration and license agreements may also include contingent payments related to sales-based milestones. Sales-based milestones are typically payable when annual sales of a covered product reach specified levels. Sales-based milestones are recognized at the later of when the associated performance obligation has been satisfied or when the sales occur. Unlike other contingency payments, such as regulatory milestones, sales-based milestones are not included in the transaction price based on estimates at the inception of the contract, but rather, are included when the sales or usage occur. AbbVie Ireland Unlimited Company (“AbbVie”), one of the Company’s collaboration partners, entered into a license agreement with Seattle Genetics, Inc. (“SGEN”) to license certain intellectual property rights. As part of the Company’s collaboration agreement with AbbVie, the Company pays SGEN sublicense fees. These sublicense fees are treated as reductions of the transaction price and combined with the performance obligation to which they relate. Milestone payments, when considered probable of being reached and when a significant revenue reversal would not be probable of occurring, are also recorded net of the associated sublicense fees and included in the transaction price. |
Adopted Accounting Pronouncements and Recent Accounting Pronouncements | Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The Company evaluated its contracts with customers under ASC 606. The impact of adopting ASC 606 on the Company’s results of operations, financial condition, and cash flows varies depending on the contract. The Company recorded adjustments upon the adoption of ASC 606 as a result of the different accounting treatment of its revenue agreements with respect to the inclusion of milestone payments in the initial transaction price and the method to be used to recognize upfront fees. Under the prior revenue recognition standard, milestone payments were recognized when earned and upfront fees were generally recognized as revenue over the research term on a straight-line basis if another method of revenue recognition did not more clearly match the pattern of delivery of goods or services to the customer. Under ASC 606, milestone payments are included in the initial transaction price when it is probable that a significant reversal of the milestone payment will not occur. In addition, the Company can no longer default to the straight-line method as the default method in recognizing revenue for goods or services delivered over time. As such, the amount and timing of revenue recognition for its collaboration agreements changed under the new revenue recognition standard. The impact of the adoption of ASC 606 was an increase in the balance of deferred revenue and an increase in the accumulated deficit balance of $10.9 million on January 1, 2018. The following table summarizes the impact of adopting ASC 606 on select unaudited condensed balance sheet line items (in thousands): As of June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Liabilities Income tax payable $ 1,636 $ 1,056 $ 2,692 Deferred revenue - current 44,964 6,548 51,512 Deferred revenue - long-term 235,899 14,417 250,316 Stockholders' Equity Accumulated deficit (237,296 ) (22,021 ) (259,317 ) The following tables summarize the impact of adopting ASC 606 on select unaudited condensed statement of operations line items (in thousands, except per share data): Three Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Revenue $ 32,423 $ (11,085 ) $ 21,338 Loss from operations (2,172 ) (11,085 ) (13,257 ) Loss before provision for income taxes (571 ) (11,085 ) (11,656 ) Provision for income taxes 616 1,175 1,791 Net loss (1,187 ) (12,260 ) (13,447 ) Net loss per share, basic and diluted (0.03 ) (0.32 ) (0.35 ) Six Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Revenue $ 45,049 $ (9,527 ) $ 35,522 Loss from operations (19,360 ) (9,527 ) (28,887 ) Loss before provision for income taxes (16,524 ) (9,527 ) (26,051 ) Provision for income taxes 1,833 1,056 2,889 Net loss (18,357 ) (10,583 ) (28,940 ) Net loss per share, basic and diluted (0.47 ) (0.28 ) (0.75 ) The following table summarizes the impact of adopting ASC 606 on select unaudited condensed statement of cash flows line items (in thousands): Six Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Cash flows from operating activities: Net loss $ (18,357 ) $ (10,583 ) $ (28,940 ) Changes in operating assets and liabilities: Accrued liabilities, income tax payable and other long-term liabilities 10,247 1,056 11,303 Deferred revenue (23,874 ) 9,527 (14,347 ) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU No. 2016-18, Restricted Cash, Statement of Cash Flows (Topic 230) The Company adopted this standard in its first quarter ended March 31, 2018. The Company has revised the presentation of restricted cash in its Statements of Cash Flows and provided the additional disclosures required under this standard. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . Under ASU 2016-2, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. The Company plans to adopt this guidance beginning with its first quarter ending March 31, 2019. The Company is in the process of evaluating the future impact of ASU 2016-02 on its financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The new standard changes the impairment model for most financial assets and certain other instruments. Under the new standard, entities holding financial assets and net investment in leases that are not accounted for at fair value through net income are to be presented at the net amount expected to be collected. An allowance for credit losses will be a valuation account that will be deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset. The new standard will be effective for the Company on January 1, 2020. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed balance sheets that sum to the total of the amounts shown in the statements of cash flows (in thousands). As of June 30, 2018 As of December 31, 2017 Cash and cash equivalents $ 132,908 $ 177,548 Restricted cash - non-current assets 917 917 Total $ 133,825 $ 178,465 |
ASC 606 | |
Summary Impact of Adopting ASC 606 on Select Unaudited Financial Statement Line Items | The following table summarizes the impact of adopting ASC 606 on select unaudited condensed balance sheet line items (in thousands): As of June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Liabilities Income tax payable $ 1,636 $ 1,056 $ 2,692 Deferred revenue - current 44,964 6,548 51,512 Deferred revenue - long-term 235,899 14,417 250,316 Stockholders' Equity Accumulated deficit (237,296 ) (22,021 ) (259,317 ) The following tables summarize the impact of adopting ASC 606 on select unaudited condensed statement of operations line items (in thousands, except per share data): Three Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Revenue $ 32,423 $ (11,085 ) $ 21,338 Loss from operations (2,172 ) (11,085 ) (13,257 ) Loss before provision for income taxes (571 ) (11,085 ) (11,656 ) Provision for income taxes 616 1,175 1,791 Net loss (1,187 ) (12,260 ) (13,447 ) Net loss per share, basic and diluted (0.03 ) (0.32 ) (0.35 ) Six Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Revenue $ 45,049 $ (9,527 ) $ 35,522 Loss from operations (19,360 ) (9,527 ) (28,887 ) Loss before provision for income taxes (16,524 ) (9,527 ) (26,051 ) Provision for income taxes 1,833 1,056 2,889 Net loss (18,357 ) (10,583 ) (28,940 ) Net loss per share, basic and diluted (0.47 ) (0.28 ) (0.75 ) The following table summarizes the impact of adopting ASC 606 on select unaudited condensed statement of cash flows line items (in thousands): Six Months Ended June 30, 2018 Balances Under ASC 605 Adjustments As Reported Under ASC 606 Cash flows from operating activities: Net loss $ (18,357 ) $ (10,583 ) $ (28,940 ) Changes in operating assets and liabilities: Accrued liabilities, income tax payable and other long-term liabilities 10,247 1,056 11,303 Deferred revenue (23,874 ) 9,527 (14,347 ) |
Fair Value Measurements and S18
Fair Value Measurements and Short-Term Investments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Short-Term Investments Subject to Fair Value Measurements on a Recurring Basis | The following tables set forth the fair value of the Company’s short-term investments subject to fair value measurements on a recurring basis and the level of inputs used in such measurements (in thousands): June 30, 2018 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Assets Money market funds Level I $ 131,450 $ — $ — $ 131,450 Restricted cash (money market funds) Level I 917 — — 917 U.S. Government bonds Level I 202,389 — (151 ) 202,238 Total $ 334,756 $ — $ (151 ) $ 334,605 December 31, 2017 Valuation Hierarchy Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Aggregate Fair Value Assets Money market funds Level I $ 164,440 $ — $ — $ 164,440 Restricted cash (money market funds) Level I 917 — — 917 U.S. Government bonds Level I 196,629 — (67 ) 196,562 Total $ 361,986 $ — $ (67 ) $ 361,919 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accrued Liabilities Current [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, December 31, 2018 2017 Research and clinical expenses $ 19,592 $ 10,068 Payroll and related expenses 3,089 4,526 Legal and professional expenses 1,827 1,523 Other accrued expenses 260 265 Total $ 24,768 $ 16,382 |
Research and Collaboration Ag20
Research and Collaboration Agreements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Contracts Assets and Liabilities | The following table presents changes in the Company’s total contract assets and liabilities during the six months ended June 30, 2018 (in thousands): Additions Deductions Balance at 12/31/2017 ASC 606 Adoption Adjustment Adjustment to Transaction Price from Performance Obligation Satisfied Revenue Recognized from an Adjustment to Transaction Price During the Period Revenue Recognized from Amounts Included in Contract Liability at the Beginning of the Period Balance at 6/30/2018 Contract liabilities: Deferred revenue $ 305,263 $ 10,912 $ 21,000 $ (9,901 ) $ (25,446 ) $ 301,828 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Activities Under Company's Stock Option Plans | Activities under the Company’s stock option plans for the three months ended June 30, 2018 were as follows: Options Outstanding Number of Options Weighted- Average Exercise Price Per Share Balances at December 31, 2017 6,503,458 $ 8.157 Options granted 1,776,500 26.027 Options exercised (513,386 ) 5.783 Option forfeited/expired (87,652 ) 16.820 Balances at June 30, 2018 7,678,920 $ 12.339 Options exercisable at June 30, 2018 3,935,504 $ 6.753 |
Total Stock-based Compensation Recognized | Total stock-based compensation recorded related to options granted to employees and non-employees and employee stock purchase plan was as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Stock-based compensation expense: Research and development $ 2,050 $ 1,319 $ 3,858 $ 2,547 General and administrative 2,111 1,690 3,991 3,210 Total stock-based compensation expense $ 4,161 $ 3,009 $ 7,849 $ 5,757 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following weighted-average outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share for the periods presented, because including them would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2018 2017 2018 2017 Options to purchase common stock 7,351,681 6,907,038 7,329,531 7,048,959 Total 7,351,681 6,907,038 7,329,531 7,048,959 |
Basis of Presentation and Sum23
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Cash And Cash Equivalents [Abstract] | |||||
Cash and cash equivalents | $ 132,908 | $ 177,548 | [1] | ||
Restricted cash | 917 | 917 | [1] | ||
Total | $ 133,825 | $ 178,465 | $ 273,777 | $ 105,562 | |
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | [1] |
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase in accumulated deficit balance | $ (259,317) | $ (219,465) | ||
Adjustments | ASC 606 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Increase in accumulated deficit balance | $ (22,021) | $ (10,900) | ||
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies - Summary Impact of Adopting ASC 606 on Select Unaudited Condensed Balance Sheet Line Items (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | [1] |
Liabilities | ||||
Income tax payable | $ 2,692 | $ 1 | ||
Deferred revenue, current portion | 51,512 | 40,559 | ||
Deferred revenue, net of current portion | 250,316 | 264,704 | ||
Stockholders' Equity | ||||
Accumulated deficit | (259,317) | $ (219,465) | ||
ASC 606 | Balances Under ASC 605 | ||||
Liabilities | ||||
Income tax payable | 1,636 | |||
Deferred revenue, current portion | 44,964 | |||
Deferred revenue, net of current portion | 235,899 | |||
Stockholders' Equity | ||||
Accumulated deficit | (237,296) | |||
ASC 606 | Adjustments | ||||
Liabilities | ||||
Income tax payable | 1,056 | |||
Deferred revenue, current portion | 6,548 | |||
Deferred revenue, net of current portion | 14,417 | |||
Stockholders' Equity | ||||
Accumulated deficit | $ (22,021) | $ (10,900) | ||
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies - Summary Impact of Adopting ASC 606 on Select Unaudited Condensed Statement of Operations Line Items (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Revenue | $ 21,338 | $ 8,752 | $ 35,522 | $ 20,405 |
Loss from operations | (13,257) | (25,373) | (28,887) | (33,987) |
Loss before provision for income taxes | (11,656) | (25,190) | (26,051) | (33,447) |
Provision for income taxes | 1,791 | 26 | 2,889 | 26 |
Net loss | $ (13,447) | $ (25,216) | $ (28,940) | $ (33,473) |
Net loss per share, basic and diluted | $ (0.35) | $ (0.69) | $ (0.75) | $ (0.91) |
ASC 606 | Balances Under ASC 605 | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Revenue | $ 32,423 | $ 45,049 | ||
Loss from operations | (2,172) | (19,360) | ||
Loss before provision for income taxes | (571) | (16,524) | ||
Provision for income taxes | 616 | 1,833 | ||
Net loss | $ (1,187) | $ (18,357) | ||
Net loss per share, basic and diluted | $ (0.03) | $ (0.47) | ||
ASC 606 | Adjustments | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Revenue | $ (11,085) | $ (9,527) | ||
Loss from operations | (11,085) | (9,527) | ||
Loss before provision for income taxes | (11,085) | (9,527) | ||
Provision for income taxes | 1,175 | 1,056 | ||
Net loss | $ (12,260) | $ (10,583) | ||
Net loss per share, basic and diluted | $ (0.32) | $ (0.28) |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies - Summary Impact of Adopting ASC 606 on Select Unaudited Condensed Statement of Cash Flows Line Items (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||||
Net loss | $ (13,447) | $ (25,216) | $ (28,940) | $ (33,473) |
Changes in operating assets and liabilities | ||||
Accrued liabilities, income tax payable and other long-term liabilities | 11,303 | (233) | ||
Deferred revenue | (14,347) | $ 179,675 | ||
ASC 606 | Balances Under ASC 605 | ||||
Cash flows from operating activities: | ||||
Net loss | (1,187) | (18,357) | ||
Changes in operating assets and liabilities | ||||
Accrued liabilities, income tax payable and other long-term liabilities | 10,247 | |||
Deferred revenue | (23,874) | |||
ASC 606 | Adjustments | ||||
Cash flows from operating activities: | ||||
Net loss | $ (12,260) | (10,583) | ||
Changes in operating assets and liabilities | ||||
Accrued liabilities, income tax payable and other long-term liabilities | 1,056 | |||
Deferred revenue | $ 9,527 |
Fair Value Measurements and Inv
Fair Value Measurements and Investments - Schedule of Short-Term Investments Subject to Fair Value Measurements on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 334,756 | $ 361,986 |
Gross Unrealized Holding Losses | (151) | (67) |
Aggregate Fair Value | 334,605 | 361,919 |
Level I | Money market funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 131,450 | 164,440 |
Aggregate Fair Value | 131,450 | 164,440 |
Level I | Restricted cash (money market funds) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 917 | 917 |
Aggregate Fair Value | 917 | 917 |
Level I | U. S. Government bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 202,389 | 196,629 |
Gross Unrealized Holding Losses | (151) | (67) |
Aggregate Fair Value | $ 202,238 | $ 196,562 |
Fair Value Measurements and I29
Fair Value Measurements and Investments - Additional Information (Details) | Jun. 30, 2018USD ($) |
Fair Value Disclosures [Abstract] | |
Contractual maturities of longer than one year | $ 0 |
Accrued Liabilities - Summary o
Accrued Liabilities - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | |
Accrued Liabilities Current [Abstract] | |||
Research and clinical expenses | $ 19,592 | $ 10,068 | |
Payroll and related expenses | 3,089 | 4,526 | |
Legal and professional expenses | 1,827 | 1,523 | |
Other accrued expenses | 260 | 265 | |
Total | $ 24,768 | $ 16,382 | [1] |
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Research and Collaboration Ag31
Research and Collaboration Agreements - AbbVie Ireland Unlimited Company - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2018USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2016USD ($)AgreementTargetAccountingUnit | Jun. 30, 2018USD ($)Target | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)Target | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Accrued liabilities | $ 24,768,000 | $ 24,768,000 | $ 16,382,000 | [1] | |||||
Deferred revenue | 301,828,000 | 301,828,000 | 305,263,000 | ||||||
AbbVie Ireland Unlimited Company | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Milestone payment received | $ 14,000,000 | ||||||||
Sublicense fees paid | $ 4,000,000 | 1,000,000 | |||||||
Total transaction price | 30,000,000 | ||||||||
Estimated sublicense fees | $ 4,200,000 | ||||||||
Number of accounting units | AccountingUnit | 2 | ||||||||
Milestone payment received | 21,000,000 | ||||||||
Revenue adjustment of milestone payment recognized | 9,900,000 | ||||||||
Revenue recognized from collaborative arrangement | $ 10,800,000 | $ 1,400,000 | $ 13,400,000 | $ 2,800,000 | |||||
AbbVie Ireland Unlimited Company | Collaborative Arrangement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of collaboration agreements | Agreement | 2 | ||||||||
Percentage of net profits or net losses related to development costs | 35.00% | ||||||||
Number of targets selected | Target | 1 | 1 | |||||||
Amount due from agreement | $ 25,000,000 | $ 25,000,000 | 0 | ||||||
AbbVie Ireland Unlimited Company | Collaborative Arrangement | Maximum | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of targets | Target | 2 | ||||||||
AbbVie Ireland Unlimited Company | CD71 Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Milestone payment received | 25,000,000 | $ 14,000,000 | |||||||
Sublicense fees paid | 1,000,000 | $ 1,000,000 | |||||||
Total transaction price | 29,800,000 | ||||||||
Milestone payment received | 21,000,000 | $ 14,000,000 | 14,000,000 | ||||||
Revenue recognition upon performance obligation, service period | 5 years | 5 years | |||||||
Deferred revenue | $ 27,700,000 | $ 27,700,000 | 11,200,000 | ||||||
AbbVie Ireland Unlimited Company | CD71 Agreement | Up Front Payment Arrangement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Upfront payment received | 20,000,000 | ||||||||
AbbVie Ireland Unlimited Company | CD71 Agreement | Maximum | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Contingent payments receivable upon achieving development, regulatory and commercial milestones | 470,000,000 | ||||||||
AbbVie Ireland Unlimited Company | Seattle Genetics Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Milestone payment received | $ 4,000,000 | ||||||||
AbbVie Ireland Unlimited Company | Discovery Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Revenue recognition upon performance obligation | 10,000,000 | ||||||||
Estimated research service period | 5 years | ||||||||
Deferred revenue | 5,700,000 | $ 5,700,000 | 6,800,000 | ||||||
AbbVie Ireland Unlimited Company | Discovery Agreement | Up Front Payment Arrangement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Upfront payment received | 10,000,000 | ||||||||
AbbVie Ireland Unlimited Company | Discovery Agreement | Maximum | Development, Regulatory and Commercial Milestone Payments | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Contingent milestone payments receivable | $ 275,000,000 | ||||||||
AbbVie Ireland Unlimited Company | Sublicense Agreement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Accrued liabilities | $ 400,000 | $ 400,000 | |||||||
AbbVie Ireland Unlimited Company | Sublicense Agreement | UC Regents | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Royalty payment percentage | 5.00% | ||||||||
Accrued liabilities | $ 500,000 | ||||||||
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Research and Collaboration Ag32
Research and Collaboration Agreements - Amgen, Inc - Additional Information (Details) | Sep. 29, 2017USD ($)Target | Oct. 31, 2017USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Accrued liabilities | $ 24,768,000 | $ 24,768,000 | $ 16,382,000 | [1] | |||
Deferred revenue | 301,828,000 | 301,828,000 | 305,263,000 | ||||
Amgen Inc | EGFR Products | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | 42,300,000 | 42,300,000 | |||||
Amgen Inc | Amgen Other Products | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | 4,200,000 | 4,200,000 | |||||
Collaboration and License Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Revenue recognized from collaborative arrangement | 1,600,000 | 2,900,000 | |||||
Amount due from agreement | 0 | 0 | |||||
Collaboration and License Agreement | EGFR Products | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | 42,300,000 | 42,300,000 | 45,300,000 | ||||
Collaboration and License Agreement | Amgen Other Products | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | 4,200,000 | 4,200,000 | 4,600,000 | ||||
Collaboration and License Agreement | Amgen Inc | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Common stock, shares issuable under agreement | shares | 1,156,069 | ||||||
Common stock, shares issuable under agreement, price per share | $ / shares | $ 17.30 | ||||||
Common stock, par value | $ / shares | $ 0.00001 | ||||||
Common stock, value of shares issued in connection with agreement | $ 20,000,000 | ||||||
Period used to calculate weighted average price per share | 20 days | ||||||
Lock-up period for share disposal | 6 months | ||||||
Estimated premium on the stock sold | $ 500,000 | ||||||
Contingent milestone payments receivable | $ 950,000,000 | ||||||
Number of targets | Target | 3 | ||||||
Number of targets selected | Target | 1 | ||||||
Number of additional collaboration target | Target | 2 | ||||||
Total transaction price | $ 51,200,000 | ||||||
Portion of transaction price allocated to premium on sale of equity | 500,000 | ||||||
Estimated fair value of products | 10,700,000 | ||||||
Collaboration and License Agreement | Amgen Inc | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Contingent payments payable | $ 203,000,000 | ||||||
Collaboration and License Agreement | Amgen Inc | EGFR Products | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Total transaction price | $ 45,800,000 | $ 45,800,000 | |||||
Revenue recognition upon performance obligation, service period | 6 years | 6 years | |||||
Revenue recognition upon performance obligation | $ 4,700,000 | $ 4,700,000 | |||||
Estimated research service period | 6 years | ||||||
Collaboration and License Agreement | Amgen Inc | EGFR Products | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Contingent milestone payments receivable | $ 455,000,000 | ||||||
Percentage share of profit and losses | 50.00% | ||||||
Collaboration and License Agreement | Amgen Inc | Up Front Payment Arrangement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | $ 40,000,000 | ||||||
Sublicense Agreement | Amgen Inc | UC Regents | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Royalty payment percentage | 15.00% | ||||||
Accrued liabilities | $ 2,100,000 | $ 2,100,000 | $ 2,100,000 | ||||
[1] | The condensed balance sheet as of December 31, 2017 was derived from the audited financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017. |
Research and Collaboration Ag33
Research and Collaboration Agreements - Bristol-Myers Squibb Company - Additional Information (Details) | Apr. 25, 2017USD ($)TargetSaleIndicator | Jul. 07, 2014USD ($)TargetTermResearchTargetSaleIndicator | May 23, 2014USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Mar. 17, 2017Target | Dec. 31, 2016USD ($) | Jan. 31, 2016USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue | $ 301,828,000 | $ 301,828,000 | $ 305,263,000 | ||||||||
Bristol Myers Squibb Company | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue | 221,900,000 | $ 221,900,000 | |||||||||
Collaborative Arrangement | Bristol Myers Squibb Company | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Collaboration target research term | 2 years | ||||||||||
Number of additional collaboration target | Target | 2 | ||||||||||
Research terms | Each collaboration target has a two-year research term and the two additional targets must be nominated by BMS within five years of the effective date of the BMS Agreement. The research term for each collaboration target can be extended in one year increments up to three times. | ||||||||||
Extension of research term for each collaboration target | 1 year | ||||||||||
Contingent milestone payments receivable | $ 15,000,000 | $ 10,000,000 | |||||||||
Revenue recognition upon performance obligation | $ 272,800 | ||||||||||
Milestone payment received | 12,000,000 | $ 12,000,000 | |||||||||
Estimated research service termination date | Apr. 25, 2023 | ||||||||||
Revenue recognized from collaborative arrangement | 8,200,000 | $ 6,900,000 | $ 16,400,000 | $ 10,200,000 | |||||||
Deferred revenue | 221,900,000 | 221,900,000 | 235,000,000 | ||||||||
Amount due from agreement | 100,000 | 100,000 | $ 10,100,000 | ||||||||
Collaborative Arrangement | Bristol Myers Squibb Company | Clinical Candidate | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Contingent milestone payments receivable | 2,000,000 | ||||||||||
Collaborative Arrangement | Bristol Myers Squibb Company | Up Front Payment Arrangement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront payment received | $ 200,000,000 | $ 50,000,000 | 250,000 | ||||||||
Collaborative Arrangement | Bristol Myers Squibb Company | Research and Development Service Fees | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront payment received | $ 10,800 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Number of oncology target | Target | 4 | ||||||||||
Number of collaboration target | Target | 2 | ||||||||||
Period of nomination of additional target from effective date | 5 years | ||||||||||
Times of increments for extended collaboration target research time | Term | 3 | ||||||||||
Aggregate future contingent milestone payment | $ 1,217,000,000 | $ 3,586,000,000 | |||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Each Of Two Additional Targets | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | 25,000,000 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achievement Of Development Milestones For Each Research Target Program | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | 116,000,000 | 114,000,000 | |||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achievement Of Development Milestones If Four Research Targets Selected By Counterparty | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 456,000,000 | ||||||||||
Number of research targets selected | ResearchTarget | 4 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving First Commercial Sale In Various Territories | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 124,000,000 | $ 124,000,000 | |||||||||
Number of sales indicators | SaleIndicator | 3 | 3 | |||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving First Commercial Sale If Four Research Targets Selected By Counterparty | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 496,000,000 | ||||||||||
Number of research targets selected | ResearchTarget | 4 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Sales Milestones For Each Research Target Program | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 60,000,000 | $ 60,000,000 | |||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Sales Milestones If Four Research Targets Selected By Counterparty | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 240,000,000 | ||||||||||
Number of research targets selected | ResearchTarget | 4 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achievement of Development Milestones if Eight Research Targets Selected by Counterparty | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 928,000,000 | ||||||||||
Number of research targets selected | Target | 8 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Eight Targets Selected for the First Product Modality | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 992,000,000 | ||||||||||
Number of research targets selected | Target | 8 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Sales Milestones if Eight Research Targets Selected for First Product Modality | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 480,000,000 | ||||||||||
Number of research targets selected | Target | 8 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Development Milestone Payments | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 56,300,000 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Development Milestone Payment if Eight Targets are Selected for Second Product Modality | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 450,000,000 | ||||||||||
Number of research targets selected | Target | 8 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Milestone Payments for First Commercial Sale in Various Territories for Up to Three Indication | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 62,000,000 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Development Milestone Payment if Eight Targets are Selected for Second Product Modality | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 496,000,000 | ||||||||||
Number of research targets selected | Target | 8 | ||||||||||
Number of sales indicators | SaleIndicator | 3 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Sales Milestone Payments | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 30,000,000 | ||||||||||
Collaborative Arrangement | Maximum | Bristol Myers Squibb Company | Achieving Sales Milestone Payment if Eight Research Target are selected for Second Product Modality | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Aggregate future contingent milestone payment | $ 240,000,000 | ||||||||||
Number of research targets selected | Target | 8 | ||||||||||
Collaboration and License Agreement | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Revenue recognized from collaborative arrangement | 1,600,000 | 2,900,000 | |||||||||
Amount due from agreement | $ 0 | $ 0 | |||||||||
Collaboration and License Agreement | Bristol Myers Squibb Company | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Number of non-oncology target | Target | 2 | ||||||||||
Collaboration and License Agreement | Maximum | Bristol Myers Squibb Company | |||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||||
Number of oncology target | Target | 6 |
Research and Collaboration Ag34
Research and Collaboration Agreements - ImmunoGen, Inc - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2017 | Jan. 31, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Estimated total fair value consideration recorded as deferred revenue | $ 301,828,000 | $ 301,828,000 | $ 305,263,000 | ||||
Collaborative Arrangement | Immuno Gen Inc | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Research obligation | 0 | 0 | |||||
Milestones payments made during period | $ 1,000,000 | ||||||
Estimated total fair value consideration recorded as deferred revenue | $ 13,200,000 | 0 | 0 | 700,000 | |||
Estimated fair value of assets and services | 13,200,000 | ||||||
Revenue recognized from collaborative arrangement | 700,000 | $ 40,000 | 1,500,000 | $ 6,500,000 | |||
Amount due from agreement | $ 0 | $ 0 | $ 0 | ||||
Collaborative Arrangement | Immuno Gen Inc | Licenses Received | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Estimated fair value of assets and services | 12,700,000 | ||||||
Collaborative Arrangement | Immuno Gen Inc | Research Services, Joint Research Committee Participation and Technology Improvements | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Estimated fair value of assets and services | 500,000 | ||||||
Collaborative Arrangement | Immuno Gen Inc | Maximum | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Contingent payments receivable upon achieving development and regulatory milestones | 30,000,000 | ||||||
Contingent payments receivable upon achieving sales milestones | 50,000,000 | ||||||
Contingent payments payable upon achieving development and regulatory milestones | 60,000,000 | ||||||
Contingent payments payable upon achieving sales milestones | 100,000,000 | ||||||
Collaborative Arrangement | Immuno Gen Inc | Up Front Payment Arrangement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Upfront cash payment | $ 0 |
Research and Collaboration Ag35
Research and Collaboration Agreements - MD Anderson - Additional Information (Details) | Nov. 02, 2015 |
MD Anderson | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Option expiration date | Nov. 2, 2019 |
Research and Collaboration Ag36
Research and Collaboration Agreements - Pfizer Inc - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
May 31, 2016 | Dec. 31, 2014USD ($) | May 31, 2013USD ($)Target | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Additional target as deferred revenue | $ 31,900,000 | ||||||||
Deferred revenue | $ 301,828,000 | 301,828,000 | $ 305,263,000 | ||||||
Collaborative Arrangement | Pfizer Inc | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Number of research targets | Target | 2 | ||||||||
Nominated number of additional research targets | Target | 2 | ||||||||
Additional target as deferred revenue | $ 1,500,000 | ||||||||
Remaining deferred revenue recognized | $ 1,100,000 | ||||||||
Adjusted amortization period of deferred revenue | 5 years 6 months | ||||||||
Revenue recognized from collaborative arrangement | 0 | $ 500,000 | 1,400,000 | $ 900,000 | |||||
Deferred revenue | 0 | 0 | 1,600,000 | ||||||
Amount due from agreement | $ 0 | $ 0 | $ 13,000 | ||||||
Collaborative Arrangement | Pfizer Inc | Up Front Payment Arrangement | |||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||||
Upfront payment received | $ 6,000,000 |
Research and Collaboration Ag37
Research and Collaboration Agreements - Summary of Contracts Assets and Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Balance as of December 31, 2017 | $ 305,263 |
ASC 606 Adoption Adjustment | 10,912 |
Additions, Adjustment to Transaction Price from Performance Obligation Satisfied | 21,000 |
Deductions to Revenue Recognized from an Adjustment to Transaction Price During the Period | (9,901) |
Deductions to Revenue Recognized from Amounts Included in Contract Liability at the Beginning of the Period | (25,446) |
Balance as of June 30, 2018 | $ 301,828 |
Research and Collaboration Ag38
Research and Collaboration Agreements - Contract Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Deferred Revenue Arrangement [Line Items] | |||
Additional target as deferred revenue | $ 31,900 | ||
ASC 606 Adoption Adjustment | 10,912 | ||
Revenue recognized based on estimated percentage completed to-date | 9,901 | ||
Deductions to deferred revenue recognized during the period | 25,446 | ||
Deferred revenue | $ 301,828 | 301,828 | $ 305,263 |
Amgen Inc | EGFR Products | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 42,300 | $ 42,300 | |
Deferred revenue recognition period | 5 years | ||
Deferred revenue recognition maturity date | Sep. 30, 2023 | ||
Amgen Inc | Amgen Other Products | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 4,200 | $ 4,200 | |
Deferred revenue recognition period | 5 years | ||
Deferred revenue recognition maturity date | Sep. 30, 2023 | ||
Bristol Myers Squibb Company | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 221,900 | $ 221,900 | |
Deferred revenue recognition period | 7 years | ||
Deferred revenue recognition maturity date | Apr. 30, 2025 | ||
CD71 Agreement | |||
Deferred Revenue Arrangement [Line Items] | |||
ASC 606 Adoption Adjustment | $ 10,900 | ||
Adjustment to transaction price from performance obligation satisfied | 21,000 | ||
Revenue recognized based on estimated percentage completed to-date | 9,900 | ||
CD71 Agreement | AbbVie Ireland Unlimited Company | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | 27,700 | $ 27,700 | 11,200 |
Deferred revenue recognition period | 3 years | ||
Deferred revenue recognition maturity date | Apr. 30, 2021 | ||
Discovery Agreement | AbbVie Ireland Unlimited Company | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue | $ 5,700 | $ 5,700 | $ 6,800 |
Deferred revenue recognition period | 3 years | ||
Deferred revenue recognition maturity date | Apr. 30, 2021 |
License Agreement - Additional
License Agreement - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2013 | |
License Agreement [Line Items] | ||||||
Common stock, shares issued | 39,011,779 | 39,011,779 | 38,478,560 | |||
Annual minimum royalty obligations | $ 150,000 | $ 150,000 | ||||
License termination period | 60 days | |||||
UCSB | ||||||
License Agreement [Line Items] | ||||||
Common stock, shares issued | 157,332 | |||||
Milestone and minimum annual royalty provision paid | $ 500,000 | $ 10,000,000 | $ 500,000 | $ 10,300,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Activities Under Company's Stock Option Plans (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Number of Options | |
Balances, beginning of the period | shares | 6,503,458 |
Options granted | shares | 1,776,500 |
Options exercised | shares | (513,386) |
Option forfeited/expired | shares | (87,652) |
Balances, end of the period | shares | 7,678,920 |
Options exercisable, end of the period | shares | 3,935,504 |
Options Outstanding, Weighted-Average Exercise Price Per Share | |
Balances, beginning of the period | $ / shares | $ 8.157 |
Options granted | $ / shares | 26.027 |
Options exercised | $ / shares | 5.783 |
Option forfeited/expired | $ / shares | 16.820 |
Balances, end of the period | $ / shares | 12.339 |
Options exercisable, end of the period | $ / shares | $ 6.753 |
Stock-Based Compensation - Tota
Stock-Based Compensation - Total Stock-based Compensation Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Stock-based compensation expense: | ||||
Stock-based compensation expense | $ 4,161 | $ 3,009 | $ 7,849 | $ 5,757 |
Research and development | ||||
Stock-based compensation expense: | ||||
Stock-based compensation expense | 2,050 | 1,319 | 3,858 | 2,547 |
General and administrative | ||||
Stock-based compensation expense: | ||||
Stock-based compensation expense | $ 2,111 | $ 1,690 | $ 3,991 | $ 3,210 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted net loss per share | 7,351,681 | 6,907,038 | 7,329,531 | 7,048,959 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted net loss per share | 7,351,681 | 6,907,038 | 7,329,531 | 7,048,959 |
Income Tax Expense - Additional
Income Tax Expense - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||
Provision for income taxes | $ 1,791,000 | $ 26,000 | $ 2,889,000 | $ 26,000 | |
Effective tax rate | (15.40%) | 0.00% | (11.10%) | 0.00% | |
Federal statutory income tax rate | 21.00% | 21.00% | 35.00% | ||
Tax Cuts and Jobs Act, accounting complete | false | ||||
Tax Cuts and Jobs Act, incomplete accounting, change in tax rate, adjustments | $ 0 | $ 0 |
Subsequent Event - Stock Offe44
Subsequent Event - Stock Offering - Additional Information (Details) - Common Stock - Subsequent Event $ / shares in Units, $ in Millions | Jul. 31, 2018USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
Net proceeds from sale of common stock | $ | $ 134.5 |
Underwritten Public Offering | |
Subsequent Event [Line Items] | |
Issuance of common stock, shares | 5,867,347 |
Common stock price, per share | $ / shares | $ 24.50 |
Underwriters | |
Subsequent Event [Line Items] | |
Issuance of common stock, shares | 765,306 |