Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EPZM | ||
Entity Registrant Name | EPIZYME, INC. | ||
Entity Central Index Key | 1,571,498 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 57,209,270 | ||
Entity Public Float | $ 609.8 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 208,323 | $ 190,095 |
Accounts receivable | 262 | 2,075 |
Prepaid expenses and other current assets | 4,478 | 2,840 |
Total current assets | 213,063 | 195,010 |
Property and equipment, net | 4,089 | 3,620 |
Restricted cash and other assets | 751 | 573 |
Total Assets | 217,903 | 199,203 |
Current Liabilities: | ||
Accounts payable | 4,653 | 8,300 |
Accrued expenses | 11,335 | 7,043 |
Current portion of capital lease obligation | 561 | |
Current portion of deferred revenue | 1,900 | 1,702 |
Total current liabilities | 18,449 | 17,045 |
Capital lease obligation, net of current portion | 730 | |
Deferred revenue, net of current portion | 28,809 | 21,449 |
Other long-term liabilities | $ 383 | $ 427 |
Commitments and contingencies (Note 6) | ||
Stockholders' Equity: | ||
Preferred stock, $0.0001 par value; 5,000 shares authorized; 0 shares issued and outstanding | ||
Common stock, $0.0001 par value; 125,000 shares authorized; 41,786 shares and 34,426 shares issued and outstanding, respectively | $ 4 | $ 3 |
Additional paid-in capital | 412,989 | 271,364 |
Accumulated deficit | (243,461) | (111,085) |
Total stockholders' equity | 169,532 | 160,282 |
Total Liabilities and Stockholders' Equity | $ 217,903 | $ 199,203 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 41,786,000 | 34,426,000 |
Common stock, shares outstanding | 41,786,000 | 34,426,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Collaboration revenue | $ 2,560 | $ 41,411 | $ 68,482 |
Operating expenses: | |||
Research and development | 111,209 | 75,595 | 57,567 |
General and administrative | 23,900 | 20,866 | 14,042 |
Total operating expenses | 135,109 | 96,461 | 71,609 |
Operating loss | (132,549) | (55,050) | (3,127) |
Other income (expense): | |||
Interest income, net | 94 | 95 | 74 |
Other income (expense), net | 79 | 59 | (81) |
Other income (expense), net | 173 | 154 | (7) |
Loss before income taxes | (132,376) | (54,896) | (3,134) |
Income tax expense | 0 | 109 | 349 |
Net loss | (132,376) | (55,005) | (3,483) |
Less: accretion of redeemable convertible preferred stock to redemption value | 264 | ||
Loss allocable to common stockholders | $ (132,376) | $ (55,005) | $ (3,747) |
Loss per share allocable to common stockholders: | |||
Basic | $ (3.32) | $ (1.67) | $ (0.22) |
Diluted | $ (3.32) | $ (1.67) | $ (0.22) |
Weighted average shares outstanding: | |||
Basic | 39,839 | 33,027 | 17,049 |
Diluted | 39,839 | 33,027 | 17,049 |
Comprehensive loss | $ (132,376) | $ (55,005) | $ (3,483) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (132,376) | $ (55,005) | $ (3,483) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Acquired in-process research and development | 40,000 | ||
Depreciation and amortization | 1,419 | 742 | 703 |
Stock-based compensation | 9,849 | 6,864 | 2,819 |
Loss on disposal of property and equipment | 27 | 2 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 1,813 | 31,592 | (31,838) |
Prepaid expenses and other current assets | (1,638) | (419) | (1,495) |
Accounts payable | (3,647) | 3,611 | 1,641 |
Accrued expenses | 4,292 | 411 | 2,304 |
Deferred revenue | 7,558 | (23,721) | (22,573) |
Restricted cash and other assets | (178) | 606 | (433) |
Other long-term liabilities | (44) | (46) | (1,379) |
Net cash used in operating activities | (72,925) | (35,363) | (53,734) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisition of in-process research and development | (40,000) | ||
Purchases of property and equipment | (183) | (2,216) | (630) |
Net cash used in investing activities | (40,183) | (2,216) | (630) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from public offering, net of commissions | 130,712 | 101,283 | 82,491 |
Payment of common stock offering costs | (367) | (649) | (2,849) |
Proceeds from reimbursement of common stock offering costs | 269 | ||
Payment under capital lease obligation | (441) | ||
Proceeds from stock options exercised | 996 | 2,736 | 277 |
Excess tax benefit from stock option plan | 17 | 28 | |
Issuance of shares under employee stock purchase plan | 436 | 454 | |
Net cash provided by financing activities | 131,336 | 104,110 | 79,947 |
Net increase in cash and cash equivalents | 18,228 | 66,531 | 25,583 |
Cash and cash equivalents, beginning of period | 190,095 | 123,564 | 97,981 |
Cash and cash equivalents, end of period | 208,323 | 190,095 | 123,564 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Equipment acquired under capital lease | $ 1,732 | ||
Conversion of redeemable convertible preferred stock to common stock | 76,420 | ||
Accretion of redeemable convertible preferred stock to redemption value | 264 | ||
Cash paid for income taxes | $ 963 | $ 8 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Redeemable Convertible Preferred Stock [Member] |
Beginning Balance, Value at Dec. 31, 2012 | $ (51,126) | $ 1,471 | $ (52,597) | $ 76,156 | ||
Beginning Balance, Shares at Dec. 31, 2012 | 1,694,862 | 61,899,165 | ||||
Issuance of common stock (net of commissions and offering costs), Value | 79,642 | $ 1 | 79,641 | |||
Issuance of common stock (net of commissions and offering costs), Shares | 5,913,300 | |||||
Exercise of stock options, Value | 277 | 277 | ||||
Exercise of stock options, Shares | 253,239 | |||||
Stock-based compensation | 2,819 | 2,819 | ||||
Excess tax benefit from stock option plan | 28 | 28 | ||||
Accretion of redeemable convertible preferred stock to redemption value | (264) | (264) | $ 264 | |||
Conversion of redeemable convertible preferred stock to common stock, Value | 76,420 | $ 2 | 76,418 | $ (76,420) | ||
Conversion of redeemable convertible preferred stock to common stock, Shares | 20,633,046 | (61,899,165) | ||||
Retirement of treasury stock | 0 | $ 0 | $ 0 | 0 | 0 | $ 0 |
Net loss | (3,483) | (3,483) | ||||
Ending Balance, Value at Dec. 31, 2013 | 104,313 | $ 3 | 160,390 | (56,080) | ||
Ending Balance, Shares at Dec. 31, 2013 | 28,494,447 | |||||
Issuance of common stock (net of commissions and offering costs), Value | 100,903 | 100,903 | ||||
Issuance of common stock (net of commissions and offering costs), Shares | 3,673,901 | |||||
Exercise of stock options, Value | 2,736 | 2,736 | ||||
Exercise of stock options, Shares | 2,239,643 | |||||
Stock-based compensation | 6,864 | 6,864 | ||||
Excess tax benefit from stock option plan | 17 | 17 | ||||
Issuance of shares under employee stock purchase plan, Value | 454 | 454 | ||||
Issuance of shares under employee stock purchase plan, Shares | 18,021 | |||||
Net loss | (55,005) | (55,005) | ||||
Ending Balance, Value at Dec. 31, 2014 | 160,282 | $ 3 | 271,364 | (111,085) | ||
Ending Balance, Shares at Dec. 31, 2014 | 34,426,012 | |||||
Issuance of common stock (net of commissions and offering costs), Value | 130,345 | $ 1 | 130,344 | |||
Issuance of common stock (net of commissions and offering costs), Shares | 6,701,448 | |||||
Exercise of stock options, Value | $ 996 | 996 | ||||
Exercise of stock options, Shares | 634,760 | 634,760 | ||||
Stock-based compensation | $ 9,849 | 9,849 | ||||
Issuance of shares under employee stock purchase plan, Value | 436 | 436 | ||||
Issuance of shares under employee stock purchase plan, Shares | 23,554 | |||||
Net loss | (132,376) | (132,376) | ||||
Ending Balance, Value at Dec. 31, 2015 | $ 169,532 | $ 4 | $ 412,989 | $ (243,461) | ||
Ending Balance, Shares at Dec. 31, 2015 | 41,785,774 |
Consolidated Statements of Red7
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance of common stock, commissions and offering costs | $ 367 | $ 380 | $ 2,849 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | 1. The Company Epizyme, Inc. (collectively referred to with its wholly owned, controlled subsidiary, Epizyme Securities Corporation, as “Epizyme” or the “Company”) is a clinical stage biopharmaceutical company that discovers, develops and plans to commercialize novel epigenetic therapies for cancer patients. The Company’s lead product candidate, tazemetostat, is a potent and selective inhibitor of the EZH2 HMT, an enzyme that plays an important role in various cancers. The Company owns the global development and commercialization rights to tazemetostat outside of Japan. Eisai Co. Ltd, or Eisai, holds the rights to develop and commercialize tazemetostat in Japan, and holds a limited right of first negotiation for the rest of Asia. The Company has additional programs in development, including pinometostat, a clinical program that is subject to a collaboration with Celgene Corporation and Celgene RIVOT Ltd., an affiliate of Celgene Corporation, which we collectively refer to as “Celgene” (refer to Note 9, Collaborations Collaborations Through December 31, 2015, the Company has raised an aggregate of $592.1 million to fund operations, of which $201.6 million was non-equity funding through collaboration agreements, $314.5 million was from the sale of common stock in public offerings and $76.0 million was from the sale of redeemable convertible preferred stock. As of December 31, 2015, the Company had $208.3 million in cash and cash equivalents. In addition, in January 2016, the Company raised an additional $130.1 million of net proceeds after underwriting discounts and commissions, but before direct and incremental costs of the offering, upon the sale of 15,333,334 shares of the Company’s common stock in a public offering. As this event occurred in fiscal 2016, it is not reflected in the December 31, 2015 financial statements. The Company commenced active operations in early 2008. Since its inception, the Company has generated an accumulated deficit of $243.5 million through December 31, 2015 and will require substantial additional capital to fund its research and development. The Company is subject to risks common to companies in the biotechnology industry, including, but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain additional financing to fund the future development of tazemetostat and the rest of its pipeline, the need to obtain marketing approval for its product candidates, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations and ability to transition from pilot-scale manufacturing to large-scale production of products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiary, Epizyme Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of collaboration revenue and expenses during the reporting period. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. Subsequent Events The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission. Fair Value Measurements The Company classifies fair value based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1, quoted market prices in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company’s financial instruments as of December 31, 2015 and 2014 consisted primarily of cash equivalents, accounts receivable and accounts payable. As of December 31, 2015 and 2014, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 197,023 $ 197,023 $ — $ — Total $ 197,023 $ 197,023 $ — $ — Fair Value as of December 31, 2014 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 184,257 $ 184,257 $ — $ — Total $ 184,257 $ 184,257 $ — $ — Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, cash equivalents consisted of interest-bearing money market accounts and prime money market funds. Accounts Receivable Accounts receivable are amounts due from collaboration partners as a result of research and development services provided, reimbursements under equally co-funded global development arrangements or milestones achieved but not yet paid. The Company considered the need for an allowance for doubtful accounts and has concluded that no allowance was needed as of December 31, 2015 or 2014, as the estimated risk of loss on its accounts receivable was determined to be minimal. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents and accounts receivable. The Company attempts to minimize the risks related to cash and cash equivalents by working with highly rated financial institutions that invest in a broad and diverse range of financial instruments as defined by the Company. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit the Company’s credit exposure to any single issuer. Accounts receivable represent amounts due from collaboration partners. The Company monitors economic conditions to identify facts or circumstances that may indicate that any of its accounts receivable are at risk of collection. As of December 31, 2015 and 2014, two collaboration partners, Celgene and GSK accounted for all of the Company’s accounts receivable. Refer to Note 9, Collaborations Acquired In-Process Research and Development The Company records upfront payments that relate to the acquisition of a development-stage product candidate as research and development expense in the period in which they are incurred, provided that the acquired development-stage product candidate did not also include processes or activities that would constitute a business, the product candidate has not achieved regulatory approval for marketing and, absent obtaining such approval, has no alternative future use. In the first quarter of 2015, the Company accounted for the upfront payment paid to Eisai Co., Ltd. (“Eisai”) in connection with the amended and restated collaboration and license agreement, pursuant to which the Company reacquired the worldwide rights, excluding Japan, to tazemetostat, as an acquisition of in-process research and development expense. Property and Equipment The Company records property and equipment at cost. Property and equipment acquired under a capital lease is recorded at the lesser of the present value of the minimum lease payments under the capital lease or the fair value of the leased property at lease inception. The Company calculates depreciation and amortization using the straight-line method over the following estimated useful lives: Asset Category Useful Lives Laboratory equipment 5 - 20 years Office furniture and equipment 3 - 10 years Leasehold improvements 3 - 10 years or term of respective lease, if shorter Amortization of capital lease assets is included in depreciation expense. The Company capitalizes expenditures for new property and equipment and improvements to existing facilities and charges the cost of maintenance to expense. The Company eliminates the cost of property retired or otherwise disposed of, along with the corresponding accumulated depreciation, from the related accounts, and the resulting gain or loss is reflected in the results of operations. Impairment of Long-Lived Assets The Company reviews long-lived assets to be held and used, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Evaluation of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values No such impairments were recorded during 2015, 2014 or 2013. Income Taxes The Company records deferred income taxes to recognize the effect of temporary differences between tax and financial statement reporting. The Company calculates the deferred taxes using enacted tax rates expected to be in place when the temporary differences are realized and records a valuation allowance to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50.0% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Refer to Note 5, Income Taxes Redeemable Convertible Preferred Stock The Company initially records preferred stock that may be redeemed at the option of the holder or based on the occurrence of events not under the Company’s control outside of stockholders’ (deficit) equity at the value of the proceeds received or fair value, if lower, net of issuance costs. Subsequently, if it is probable that the preferred stock will become redeemable, the Company adjusts the carrying value to the redemption value over the period from the issuance date to the earliest possible redemption date using the effective interest method. If it is not probable that the preferred stock will become redeemable, the Company does not adjust the carrying value. Revenue Recognition The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the Company’s price to the customer is fixed or determinable and collectability is reasonably assured. The Company has entered into collaboration and license agreements to discover, develop, manufacture and commercialize compounds directed to specific HMT targets. The terms of these agreements typically contain multiple deliverables, which may include: (i) licenses, or options to obtain licenses, to compounds directed to specific HMT targets (referred to as “exclusive licenses”) and (ii) research and development activities to be performed on behalf of the collaboration partner related to the licensed HMT targets. Payments to the Company under these agreements may include non-refundable license fees, option fees, exercise fees, payments for research activities, payments based upon the achievement of certain milestones and royalties on any resulting net product sales. Multiple-Element Revenue Arrangements. The Company’s multiple-element revenue arrangements generally include the following: • Exclusive Licenses • Research and Development Services • Option Arrangements The accounting for option arrangements is dependent on the nature of the options granted to the collaboration partner. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the options to secure exclusive licenses. Factors that the Company considers in evaluating whether options are substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the options, the cost to exercise the options relative to the total upfront consideration and the additional financial commitments or economic penalties imposed on the collaborator as a result of exercising the options. For arrangements under which the option to secure licenses is considered substantive, the Company does not consider the licenses to be deliverables at the inception of the arrangement. For arrangements under which the option to secure licenses is not considered substantive, the Company considers the license to be a deliverable at the inception of the arrangement and, upon delivery of the license, would apply the multiple-element revenue arrangement criteria to the license and any other deliverables to determine the appropriate revenue recognition. None of the options to secure exclusive licenses included in the Company’s collaborative arrangements have been determined to be substantive. Milestone Revenue At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. The Company generally considers non-refundable preclinical research and development, clinical development and regulatory milestones that the Company expects to be achieved as a result of the Company’s efforts during the period of the Company’s performance obligations under the collaboration and license agreements to be substantive and recognizes them as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. If not considered to be substantive, the Company initially defers milestones and recognizes them over the remaining term of the Company’s performance obligations. Milestones that are not considered substantive because the Company does not contribute effort to the achievement of such milestones are generally achieved after the period of the Company’s performance obligations and are recognized as revenue upon achievement, assuming all other revenue recognition criteria are met, as there are no undelivered elements remaining and no continuing performance obligations. Research and Development Expenses Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits, facilities expenses, overhead expenses, clinical trial and related clinical manufacturing expenses, fees paid to clinical research organizations and other outside expenses. Research and development costs are expensed as incurred if no planned alternative future use exists for the technology and if the payment is not payment for future services. The Company defers and capitalizes its nonrefundable advance payments that are for research and development activities until the related goods are delivered or the related services are performed. In circumstances where the Company’s collaboration and license agreements provide for equally co-funded global development under joint risk sharing collaborations, amounts received from collaboration partners for such co-funding are recorded as a reduction to research and development expense. Stock-Based Compensation The Company measures employee stock-based compensation based on the grant date fair value of the stock-based compensation award. The Company grants stock options at exercise prices equal to the fair value of the Company’s common stock on the date of grant, based on observable market prices. The Company recognizes employee stock-based compensation expense, less estimated forfeitures, on a straight-line basis over the requisite service period of the awards. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Refer to Note 10, Employee Benefit Plans Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) allocable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and, prior to its automatic conversion, redeemable convertible preferred stock participate in any dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options that are outstanding during the period, except where such non-participating securities would be anti-dilutive. Refer to Note 11, Loss per Share Segment Information The Company operates as one reportable business segment: the discovery and development of novel epigenetic therapies for cancer patients. Recent 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 Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern Presentation of Financial Statements—Going Concern In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The standard is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The Company early adopted ASU 2015-17 effective December 31, 2015, on a prospective basis. Because the Company is in a full valuation allowance, the adoption of this standard did not impact the presentation of the consolidated financial statements as of December 31, 2015. No prior periods were retrospectively adjusted. |
Property and Equipment, net
Property and Equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | 3. Property and Equipment, net Property and equipment, net consists of the following: December 31, 2015 2014 (In thousands) Laboratory equipment $ 3,468 $ 3,456 Computer and office equipment, furniture (1) 4,848 2,971 Leasehold improvements 473 473 Property and equipment 8,789 6,900 Less: accumulated depreciation and amortization (4,700 ) (3,280 ) Property and equipment, net $ 4,089 $ 3,620 (1) In 2015, the Company acquired $1.7 million of computer hardware and equipment, pursuant to a capital lease, the term of which expires in February 2018. Accumulated depreciation related to these assets totaled $0.5 million as of December 31, 2015. Depreciation and amortization expense was $1.4 million, $0.7 million and $0.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following: December 31, 2015 2014 (In thousands) Employee compensation and benefits $ 3,314 $ 2,623 Research and development expenses 6,518 3,834 Professional services and other 1,503 586 Accrued expenses $ 11,335 $ 7,043 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes The Company’s losses before income taxes consist solely of domestic losses. The Company did not have income tax expense for the year ended December 31, 2015. Income tax expense for the year ended December 31, 2014 reflects adjustments identified in 2014 related to the year ended December 31, 2013 in the course of preparing the 2013 income tax returns. Income tax expense for the year ended December 31, 2013 consisted primarily of current federal tax expense as the Company utilized all of its federal and state net operating loss carryforwards to offset the majority of its taxable income for the year. The Company had no deferred income tax expense for the years ended December 31, 2015, 2014 or 2013. A reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State income taxes 5.2 4.9 5.2 Research and development and other tax credits 1.8 13.6 115.8 Permanent items (1.2 ) (5.2 ) (18.3 ) Change in valuation allowance (40.0 ) (44.3 ) (140.7 ) Return-to-provision adjustments — (3.1 ) 1.0 Change in deferred taxes 0.2 — (9.6 ) Other — (0.1 ) 1.5 Effective income tax rate 0.0 % (0.2 )% (11.1 )% Deferred Tax Assets (Liabilities) The Company’s deferred tax assets (liabilities) consist of the following: December 31, 2015 2014 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 57,005 $ 24,166 Research and development and other credit carryforwards 14,112 11,776 Capitalized start-up costs 2,111 2,317 Capitalized research and development costs 258 361 Deferred revenue 8,475 8,869 Accruals and allowances 1,233 1,095 Eisai license payment 15,155 — Other 4,275 2,336 Gross deferred tax assets 102,624 50,920 Deferred tax asset valuation allowance (102,370 ) (50,608 ) Total deferred tax assets 254 312 Deferred tax liabilities: Depreciation and other (254 ) (312 ) Total deferred tax liabilities (254 ) (312 ) Net deferred tax asset (liability) $ — $ — The Company evaluated the expected recoverability of its net deferred tax assets as of December 31, 2015 and 2014 and determined that there was insufficient positive evidence to support the recoverability of these net deferred tax assets, concluding it is more likely than not that its net deferred tax assets would not be realized in the future; therefore the Company has provided a full valuation allowance against its net deferred tax asset balance as of December 31, 2015 and 2014. The valuation allowance increased by $51.8 million in 2015 compared to 2014. As of December 31, 2015, the Company had operating loss carryforwards of approximately $204.7 million and $206.5 million available to offset future taxable income for United States federal and state income tax purposes, respectively. The U.S. federal tax operating loss carryforwards expire commencing in 2029. The state tax operating loss carryforwards expire commencing in 2031. Additionally, as of December 31, 2015 the Company had research and development tax credit carryforwards of approximately $5.3 million and $1.7 million available to be used as a reduction of federal income taxes and state income taxes, respectively, which expire at various dates from 2024 through 2035, as well as federal orphan drug tax credit carryforwards of $11.0 million, which would expire at various dates from 2033 through 2035, and a $0.4 million federal alternative minimum tax credit. The federal tax credit carryforwards include approximately $0.4 million related to excess tax benefits, which have been included in the gross deferred tax asset reflected for research and development and other credit carryforwards. This amount will be recorded as an increase to additional paid-in capital on the consolidated balance sheet when the excess benefits are realized. The Company’s ability to use its operating loss carryforwards and tax credits to offset future taxable income is subject to restrictions under Section 382 of the U.S. Internal Revenue Code (the “Internal Revenue Code”). These restrictions may limit the future use of the operating loss carryforwards and tax credits if certain ownership changes described in the Internal Revenue Code occur. Future changes in stock ownership may occur that would create further limitations on the Company’s use of the operating loss carryforwards and tax credits. In such a situation, the Company may be required to pay income taxes, even though significant operating loss carryforwards and tax credits exist. Uncertain Tax Positions The following is a rollforward of the Company’s unrecognized tax benefits: December 31, 2015 2014 (In thousands) Unrecognized tax benefits - as of beginning of year $ 3,062 $ 1,829 Gross increases - tax positions of prior periods (43 ) (66 ) Gross increases - current period tax positions 461 1,299 Unrecognized tax benefits - as of end of year $ 3,480 $ 3,062 None of the Company’s unrecognized tax benefits would result in income tax expense or impact the Company’s effective tax rate if recognized. The Company had no accrued tax-related interest or penalties as of December 31, 2015 or 2014. The Company files income tax returns in the U.S. federal tax jurisdiction and Massachusetts, North Carolina and Colorado state tax jurisdictions. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments The Company leases office and laboratory space at Technology Square in Cambridge, Massachusetts under an operating lease agreement with a term through November 30, 2017, with an option to extend the term of the lease for an additional five-year period at the then-current market rent, as defined in the lease. With the execution of this lease, the Company was required to provide a $0.5 million letter of credit as a security deposit. The Company has recorded cash held to secure this letter of credit as restricted cash in restricted cash and other assets on the consolidated balance sheet. The Company recognizes rent expense, inclusive of escalation charges, on a straight-line basis over the initial term of the lease agreement. In addition, the Company has a capital lease related to computer hardware equipment, an operating lease for storage space in Colorado and an operating lease for office space in North Carolina. The Company’s contractual commitments under these leases, excluding common area maintenance charges and real estate taxes, as of December 31, 2015 are as follows: Total 2016 2017 2018 (In thousands) Operating Leases $ 5,539 $ 2,857 $ 2,662 $ 20 Capital Lease, including amounts representing interest 1,441 665 665 111 Total commitments $ 6,980 $ 3,522 $ 3,327 $ 131 The table above does not include the remaining $15.0 million in development costs payable to Roche, expected to be paid through 2019, under the second amendment to the companion diagnostic agreement, as of December 31, 2015, as the exact periods in which such payments will be made is uncertain. Refer to Note 9, Collaborations Rent expense was $2.7 million, $2.5 million and $2.0 million for the years ended December 31, 2015, 2014 and 2013, respectively. Contingencies In January 2008, the Company entered into a license agreement (the “License Agreement”) with the University of North Carolina at Chapel Hill (“UNC”), to discover, develop and commercialize products utilizing specified inventions of UNC. Under the terms of the License Agreement, the Company was granted an exclusive, worldwide license under specified patent rights and a non-exclusive worldwide license under specified know-how and biological materials, in each case to discover, develop, manufacture and commercialize pharmaceutical and diagnostic products. In connection with the License Agreement, the Company is required to pay up to $1.9 million upon the achievement of specified research, development and regulatory milestones. The intellectual property licensed from UNC did not directly relate to the Company’s current product candidates, tazemetostat and pinometostat, and related solely to screening methods and related materials. The Company has paid milestones of $0.1 million under the License Agreement as of December 31, 2015. In March 2016, the Company terminated this agreement in accordance with its provisions. In October 2013, the Company entered into a license agreement with a third party to obtain a non-exclusive license to a patent related to an excipient in the formulation of pinometostat. During the term of this license agreement, the Company may be required to make a €0.3 million milestone payment upon the first approval of a new drug application for pinometostat and pay royalties in the low single digits on commercial net sales of pinometostat. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 7. Redeemable Convertible Preferred Stock Prior to the completion of its IPO in 2013, the Company had outstanding Series A, Series B and Series C redeemable convertible preferred stock (collectively, the “Preferred Stock”). The Company classified the Preferred Stock outside of stockholders’ (deficit) equity because the shares contained redemption features that were not solely within the Company’s control. In connection with the closing of the Company’s IPO, all of the Company’s outstanding Preferred Stock automatically converted into common stock at a one-for-three ratio as of June 5, 2013. No Preferred Stock was outstanding as of December 31, 2013. In April 2012, in connection with the execution of a collaboration agreement with Celgene Corporation and Celgene International Sàrl, collectively referred to as Celgene, the Company issued and sold 9,803,922 shares of its Series C Preferred Stock, $0.0001 par value per share (the “Series C Preferred Stock”), at a price of $2.55 per share (the “Series C Original Issue Price”), for gross proceeds of $25.0 million. The Company determined that the price paid by Celgene of $2.55 per share included a premium of $0.31 over the fair value per share of the Company’s Series C Preferred Stock based on the results of a contemporaneous valuation. Accordingly, the Company considered the $3.0 million premium as additional arrangement consideration pursuant to the collaboration agreement, resulting in $22.0 million attributed to the Series C Preferred Stock. Refer to Note 9, Collaborations Related Party Transactions The differences between the respective redemption values of the Preferred Stock and the carrying values of the Preferred Stock were being accreted over the period from the date of issuance to the earliest possible redemption date. For the year ended December 31, 2013, the Company recorded $0.3 million of accretion of redeemable convertible preferred stock to redemption value. Subsequent to the conversion of the Preferred Stock to common stock in connection with the Company’s IPO, no accretion is necessary. |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' (Deficit) Equity | 8. Stockholders’ (Deficit) Equity Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to dividends when and if declared by the Board of Directors. As of December 31, 2015, a total of 5,761,462 shares of common stock were reserved for issuance upon (i) the exercise of outstanding stock options and (ii) the issuance of stock awards under the Company’s 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan. |
Collaborations
Collaborations | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 9. Collaborations Eisai In April 2011, the Company entered into a collaboration and license agreement with Eisai under which the Company granted Eisai an exclusive worldwide license to its small molecule HMT inhibitors directed to the EZH2 HMT, including the Company’s product candidate tazemetostat, while retaining an opt-in right to co-develop, co-commercialize and share profits with Eisai as to licensed products in the United States (the “original agreement”). Additionally, as part of the research collaboration, the Company provided research and development services related to the licensed compounds. As of December 31, 2014, the Company had completed its performance obligations under the original agreement. In March 2015, the Company entered into an amended and restated collaboration and license agreement with Eisai, under which the Company reacquired worldwide rights, excluding Japan, to its EZH2 program, including tazemetostat. Under the amended and restated collaboration and license agreement, the Company is responsible for global development, manufacturing and commercialization outside of Japan of tazemetostat and any other EZH2 product candidates, with Eisai retaining development and commercialization rights in Japan, as well as a right to elect to manufacture tazemetostat and any other EZH2 product candidates in Japan. Under the original agreement, Eisai was solely responsible for funding all research, development and commercialization costs for EZH2 compounds. Under the amended and restated collaboration and license agreement, the Company is solely responsible for funding global development, manufacturing and commercialization costs for EZH2 compounds outside of Japan, including the remaining development costs due under a Roche companion diagnostic agreement, and Eisai is solely responsible for funding Japan-specific development and commercialization costs for EZH2 compounds. The Company recorded the reacquisition of worldwide rights, excluding Japan, to the EZH2 program, including tazemetostat, under the amended and restated collaboration and license agreement with Eisai as an acquisition of an in-process research and development asset. As this asset was acquired without corresponding processes or activities that would constitute a business, has not achieved regulatory approval for marketing and, absent obtaining such approval, has no alternative future use, the Company recorded the $40.0 million upfront payment made to Eisai in March 2015 as research and development expense in the condensed consolidated statements of operations and comprehensive loss. The Company has also agreed to pay Eisai up to $20.0 million in clinical development milestone payments, up to $50.0 million in regulatory milestone payments and royalties at a percentage in the mid-teens on worldwide net sales of any EZH2 product, excluding net sales in Japan. The Company is eligible to receive from Eisai royalties at a percentage in the mid-teens on net sales of any EZH2 product in Japan. Companion Diagnostics In December 2012, Eisai and the Company entered into an agreement with Roche under which the Company and Eisai were funding Roche’s development of a companion diagnostic to identify patients who possess certain point mutations of EZH2. In October 2013, this agreement was amended to include additional point mutations in EZH2. Development costs under the amended agreement with Roche were the responsibility of Eisai until the execution of the amended and restated collaboration and license agreement with Eisai in March 2015. In December of 2015, the Company entered into the second amendment to the companion diagnostic agreement with Roche. As of December 31, 2015, the Company is responsible for $15.0 million of the remaining development costs under the second amendment. Under the agreement with Roche, Roche is obligated to use commercially reasonable efforts to develop and to make commercially available the companion diagnostic. Roche has exclusive rights to commercialize the companion diagnostic. Celgene In April 2012, the Company entered into a collaboration and license agreement with Celgene Corporation and Celgene International Sàrl, an affiliate of Celgene Corporation (Celgene Corporation and its affiliated entities are collectively referred to as “Celgene”). On July 8, 2015, the Company entered into an amendment and restatement of the collaboration and license agreement with Celgene. Original Agreement Structure Under the original agreement, the Company granted Celgene an exclusive license, for all countries other than the United States, to small molecule HMT inhibitors targeting the DOT1L HMT, including pinometostat, and an option, on a target-by-target basis, to exclusively license, for all countries other than the United States, rights to small molecule HMT inhibitors targeting any HMT targets, other than the EZH2 HMT including tazemetostat and targets covered by the Company’s collaboration and license agreement dated January 8, 2011 with GlaxoSmithKline (“GSK”). Under the original agreement, Celgene’s option was exercisable during an option period that would have expired on July 9, 2015. Under the original agreement, the Company received a $65.0 million upfront payment and $25.0 million from the sale of its series C redeemable convertible preferred stock to an affiliate of Celgene, of which $3.0 million was considered a premium and included as collaboration arrangement consideration for a total upfront payment of $68.0 million. In addition, the Company has received a $25.0 million clinical development milestone payment and $6.9 million of global development co-funding through December 31, 2015. The Company was also eligible to receive $35.0 million in an additional clinical development milestone payment and up to $100.0 million in regulatory milestone payments related to DOT1L as well as up to $65.0 million in payments, including a combination of clinical development milestone payments and an option exercise fee for each available target to which Celgene had the right to exercise its option during an initial option period that would have ended in July 2015 (each a “selected target”), and up to $100.0 million in regulatory milestone payments for each selected target. As to DOT1L and each selected target, the Company retained all product rights in the United States and was eligible to receive royalties for each target at defined percentages ranging from the mid-single digits to the mid-teens on net product sales outside of the United States subject to reduction in specified circumstances. The Company is obligated to conduct and solely fund research and development costs of the phase 1 clinical trials for pinometostat. For all remaining DOT1L program development costs, Celgene and the Company were to equally co-fund global development and each party will solely fund territory-specific development costs for its territory. Amended and Restated Agreement Structure Under the amended and restated collaboration and license agreement: • Celgene retains its exclusive license to small molecule HMT inhibitors targeting DOT1L, including pinometostat, • Celgene’s other option rights have been narrowed to small molecule HMT inhibitors targeting three predefined targets (the “Option Targets”), • The exclusive licenses to HMT inhibitors targeting two of the Option Targets that Celgene may acquire have been expanded to include the United States, with the exclusive license to HMT inhibitors targeting the third Option Target continuing to be for all countries other than the United States, • Celgene’s option period has been extended for each of the Option Targets and Celgene’s option is exercisable at the time of the Company’s investigational new drug application (“IND”) filing for an HMT inhibitor targeting the applicable Option Target, upon the payment by Celgene at such time of a pre-specified development milestone-based license payment, • Celgene’s license may be maintained beyond the end of phase 1 clinical development for each of the Option Targets, upon payment by Celgene at such time of a pre-specified development milestone-based license payment, and • The Company’s research and development obligations with respect to each Option Target under the amended and restated agreement have been extended for at least an additional three years, subject to Celgene exercising its option with respect to such Option Target at IND filing. Subject to the Company’s opt-out rights, the Company’s research and development obligations have been expanded to include the completion of a phase 1 clinical trial as to each Option Target following Celgene’s exercise of its option at IND filing. Under the amended and restated agreement, the Company received a $10.0 million upfront payment in exchange for the Company’s extension of Celgene’s option rights to the Option Targets and the Company’s research and development obligations. In addition, the Company is eligible to earn an aggregate of up to $75.0 million in development milestones and license payments, up to $365.0 million in regulatory milestone payments and up to $170.0 million in sales milestone payments related to the three Option Targets. The Company is also eligible to receive royalties on each of the Option Targets as specified in the amended and restated agreement. The Company is also eligible to earn $35.0 million in an additional clinical development milestone payment and up to $100.0 million in regulatory milestone payments related to DOT1L. The amended and restated agreement eliminated the right of first negotiation that the Company had granted to Celgene under the original agreement with respect to business combination transactions that the Company may desire to pursue with third parties. The Company is primarily responsible for the research strategy under the collaboration. During each applicable option period the Company is required to use commercially reasonable efforts to carry out a mutually agreed-upon research plan for each Option Target. Subject to the Company’s opt-out right, for the DOT1L target and each of the Option Targets, the Company is required to conduct and solely fund development costs of the phase 1 clinical trials for HMT inhibitors directed to such targets, including for pinometostat. After the completion of phase 1 development, as to DOT1L and the Option Target for which the Company retains U.S. rights, Celgene and the Company will equally co-fund global development and each party will solely fund territory-specific development costs for its respective territory; and, as to the other two Option Targets, after the completion of phase 1 development, Celgene will solely fund all development costs on a worldwide basis. Accounting Considerations of the Amended and Restated Agreement The Company determined that the amended and restated agreement represents a modification of the original agreement. Accordingly, the Company determined that the remaining deferred revenue of $21.6 million attributable to the original agreement should be combined with the $10 million upfront payment received from Celgene upon execution of the amended and restated agreement. This combined amount, along with any development milestone-based license fees associated with those Option Targets where Celgene’s option rights are determined to be non-substantive, will be recognized on a prospective basis after (i) identifying the deliverables and units of accounting included in the amended and restated agreement, (ii) allocating the total arrangement fee among the units of accounting and (iii) determining the revenue recognition for each unit of accounting. The Company evaluated the deliverables in the amended and restated agreement and determined that the deliverables included its obligation to provide research and development services for DOT1L and the three Option Targets. In addition, the Company concluded that Celgene’s option rights are not substantive and the licenses to HMT inhibitors targeting each Option Target were therefore considered to be deliverables. As a result, the Company has determined the deliverables in the amended and restated arrangement to be: • Research and development services for DOT1L and the three Option Targets • Licenses to HMT inhibitors targeting the Option Targets The Company evaluated the nature of the deliverables to determine the units of accounting. At a program level (that is, for DOT1L and each Option Target), the Company believes there is standalone value. Therefore, the identified deliverables were evaluated on a program by program basis to determine the units of accounting. The Company determined the research services related to DOT1L have stand-alone value as the services are delivered and therefore represent a single unit of accounting. There are no other deliverables related to the DOT1L program. For two of the Option Targets, the Company concluded the licenses and related research services should be accounted for as a combined unit of accounting up until an IND filing. Prior to an IND filing, the delivered research services do not have standalone value from the remaining undelivered elements because Celgene could not resell the research services and no other vendor has the specialized skills and know-how related to HMT inhibitors necessary to provide the research services. After an IND filing, for these two Option Targets, the Company concluded the delivered pre-IND research services and licenses, once delivered, would have standalone value from the remaining research services because Celgene, or other market participants, would have the ability to execute human clinical trials on the identified compound. After an IND filing, the remaining research services represent a separate unit of accounting which has standalone value upon delivery. With respect to the third Option Target where the Company retains U.S. rights, because the license terms restrict Celgene’s access to information through the completion of a phase 1 trial that would otherwise be necessary for Celgene, or other market participants, to execute human clinical trials on the identified compound, the Company determined the licenses did not have standalone value apart from the research services Accordingly, for the third Option Target, the licenses and research services will be accounted for as a combined unit of accounting. Because Celgene’s option rights with respect to the Option Targets are not considered substantive, any development milestone-based license fees associated with the Option Targets would be considered to be part of the total consideration for purposes of allocating the arrangement consideration. Accordingly, the Company has identified the total allocable arrangement consideration to be $106.6 million, as follows: (i) the remaining $21.6 million of deferred revenue under the original agreement, (ii) the $10.0 million upfront payment made in connection with the amended and restated agreement, and (iii) the $75.0 million of aggregate development milestone-based license fees associated with the Option Targets. The allocable arrangement consideration has been allocated to the identified deliverables using the relative selling price method. The Company estimated the selling price of the license deliverable for each Option Target using management’s best estimate of selling price after considering potential future cash flows under each license and industry benchmarks on the probability of achieving development milestones. The Company then discounted these probability-weighted cash flows to their present value. The Company estimated the selling price of the research services to be provided in connection with the DOT1L phase 1 clinical trial and related to each Option Target using management’s best estimate of selling price based on the Company’s estimated cost of providing the services plus an applicable profit margin of 10%, which is commensurate with observable market data for similar services. Due to the stage of development of each of the option programs and considering the expected timing of delivery for those deliverables associated with each Option Target, the Company does not expect to recognize revenue related to the Option Targets for several years. The Company expects to recognize the allocated arrangement consideration as follows, subject to the limitation described in ASC 605-25-30-5: • Research and development services for DOT1L: The arrangement consideration allocated to the DOT1L program will be recognized as the research and development services are performed. The Company allocated $2.8 million to the remaining research services under the DOT1L program and will recognize this amount ratably through December 31, 2016, the estimated period that the research services will be provided. • Two Option Targets: The arrangement consideration allocated to these Option Targets of $70.2 million in the aggregate will be deferred until an IND filing. The Company does not expect to recognize any revenue related to the Option Targets during the next twelve months. • Third Option Target: The licenses and the research services provided through completion of a phase 1 trial represent a single combined unit of accounting. Therefore, because a license is the last delivered item in this unit of accounting, the Company will defer all consideration allocated to this unit of accounting, $33.6 million, until the delivery of the license upon completion of a phase 1 clinical trial. The Company does not expect to recognize any revenue related to the Option Target during the next twelve months. • If any of the programs are terminated in accordance with the amended and restated agreement, any remaining deferred revenue will be reallocated among the undelivered items based upon their relative selling prices. Collaboration Revenue Through December 31, 2015, in addition to amounts allocated to Celgene’s purchase of shares of the Company’s series C redeemable convertible preferred stock, the Company had recorded a total of $109.9 million in cash and accounts receivable under the Celgene agreement, as amended, including the $3.0 million implied premium on Celgene’s purchase of shares of the Company’s series C redeemable convertible preferred stock. Through December 31, 2015, the Company has recognized $72.4 million of total collaboration revenue since the inception of the collaboration, including $1.1 million, $9.6 million and $37.8 million in the years ended December 31, 2015, 2014 and 2013, respectively, and $1.1 million, $3.9 million and $1.9 million of total global development co-funding as a reduction to research and development expense since the inception of the collaboration. As of December 31, 2015 and December 31, 2014, the Company had deferred revenue of $30.7 million and $21.7 million, respectively, related to this agreement. GSK In January 2011, the Company entered into a collaboration and license agreement with GSK, to discover, develop and commercialize novel small molecule HMT inhibitors directed to available targets from the Company’s platform. Under the terms of the agreement, the Company granted GSK exclusive worldwide license rights to HMT inhibitors directed to three targets. Additionally, as part of the research collaboration, the Company agreed to provide research and development services related to the licensed targets pursuant to agreed upon research plans during a research term that ended January 8, 2015. In March 2014, the Company and GSK amended certain terms of this agreement for the third licensed target, revising the license terms with respect to candidate compounds and amending the corresponding financial terms, including reallocating milestone payments and increasing royalty rates as to the third target. The Company substantially completed all research obligations under this agreement by the end of the first quarter of 2015 and completed the transfer of the remaining data and materials for these programs to GSK in the second quarter of 2015. Agreement Structure Under the agreement, the Company recorded a $20.0 million upfront payment, a $3.0 million payment upon the execution of the March 2014 agreement amendment, $6.0 million of fixed research funding, $15.0 million of preclinical research and development milestone payments and $9.0 million for research and development services. The Company is eligible to receive up to $18.0 million in additional preclinical research and development milestone payments, up to $109.0 million in clinical development milestone payments, up to $275.0 million in regulatory milestone payments and up to $218.0 million in sales-based milestone payments. In addition, GSK is required to pay the Company royalties, at percentages from the mid-single digits to the low double-digits, on a licensed product-by-licensed product basis, on worldwide net product sales, subject to reduction in specified circumstances. Due to the uncertainty of pharmaceutical development and the high historical failure rates generally associated with drug development, the Company may not receive any additional milestone payments or royalty payments from GSK. Due to the varying stages of development of each licensed target, the Company is not able to determine the next milestone that might be achieved under this agreement, if any. GSK became solely responsible for development and commercialization for each licensed target in the collaboration when the research term ended on January 8, 2015. Accounting Analysis. The significant deliverables of this multiple-element revenue arrangement were determined to be exclusive licenses to three targets and corresponding research services for each target. At the inception of the arrangement, the Company concluded that the licenses could not be used for their intended purpose without the highly specialized skills and know-how relating to HMT inhibitors that is only available from the Company. The Company therefore concluded that the target licenses lacked standalone value apart from the related research services due to the limited economic benefit that GSK would derive from the licenses if it did not obtain the Company’s research services and due to the lack of transferability of the exclusive licenses. The Company therefore accounted for these deliverables, on a license-by-license basis, as a combined unit of accounting. The Company concluded that the option to secure licenses for three targets was not substantive, as the Company was not at risk with regard to GSK exercising its option due to the size of the upfront payment and the research funding commitment. Since the option was not considered substantive, the Company considered the licenses to be deliverables at the inception of the agreement. While the Company concluded that there were three units of accounting, each consisting of a license to a target and the research and development services related to that target, because the targets were at similar stages of development at the inception of the agreement, had equal probabilities of success and the research services in each unit of accounting were initially expected to be performed concurrently on a ratable basis over the research term, the Company allocated the arrangement consideration equally across the three targets. Accordingly, the $30.0 million of allocable arrangement consideration, consisting of the $20.0 million upfront payment, $4.0 million in milestone payments achieved during the selection term and the $6.0 million fixed research funding, was recognized as collaboration revenue, on a target-by-target basis, ratably from the conclusion of the selection term, in July 2012, through the end of the research term, or earlier if a target reaches development candidate selection, at which point GSK is solely responsible for development and commercialization. In December 2013, the Company and GSK agreed to the selection of a development candidate for one of the three targets under the agreement, earning the Company a $4.0 million milestone payment and reducing the period over which the Company is recognizing revenue for this target by nine months. Accordingly, the Company recognized the remaining deferred revenue related to this target during the first quarter of 2014. As to this target, GSK is solely responsible for subsequent development and commercialization. The $3.0 million upfront payment received in connection with the March 2014 amendment was allocated equally to the remaining two targets for which the Company was actively providing research and development services, as these remaining two targets were at similar stages of development, had equal probabilities of success and the remaining research services were expected to be performed concurrently on a ratable basis over the research term. The $3.0 million was recognized as collaboration revenue, on a target-by-target basis, ratably from the execution of the amendment, in March 2014, through the end of the research term. In the fourth quarter of 2014, the Company agreed to perform additional preclinical research and development studies related to the third target under the agreement, which extended the research term for this target through June 2015. Accordingly, the Company recognized the remaining deferred revenue related to this deliverable, of approximately $1.2 million as of December 31, 2014, in 2015. During the selection term, the Company received $4.0 million upon the achievement of preclinical research and development milestones which required effort in the form of research activities by the Company and was not certain to be achieved at the execution of the agreement. However, because GSK had the right to drop a target and select a replacement target at any point during the selection term, the Company, in such a case, would have been obligated to perform the validation work for a replacement target. Consequently, this $4.0 million in preclinical research and development milestones was combined with the upfront payment and fixed research funding and was recognized as collaboration revenue ratably over the research term. The Company has evaluated the remaining milestones under this agreement and determined that the milestones through development candidate selection are substantive given the significant uncertainty as to the outcome of the substantial research efforts to be performed by the Company in order to achieve the milestones and will be recognized as revenue upon achievement, assuming all other revenue recognition criteria are met. The milestones after development candidate selection are not considered substantive because the Company does not contribute effort to the achievement of such milestones, which would generally be achieved after the research term. In 2014, the Company achieved $3.0 million in preclinical research and development milestones upon the selection of lead candidates for the second and third targets under the agreement. In the fourth quarter of 2013, the Company achieved a $4.0 million preclinical research and development milestone upon the selection of a development candidate for one of the three targets under the agreement. In the third quarter of 2012, the Company achieved two additional preclinical research and development milestones and received payments totaling $4.0 million. The preclinical research and development milestones achieved in 2014, 2013 and 2012 required effort in the form of research activities by the Company and were not certain to be achieved at the execution of the agreement. Additionally, at the time of the achievement of these preclinical research and development milestones, the selection term had expired and, as such, these milestones were determined to be substantive, and the milestones were recognized as revenue upon achievement. Agreement Termination Rights. GSK has the right to terminate the agreement at any time with respect to one or more selected targets or in its entirety, upon 90 days’ prior written notice to the Company. The agreement may also be terminated with respect to one or more selected targets or in its entirety by either GSK or the Company in the event of a material breach by the other party. The agreement may be terminated with respect to selected targets by the Company in the event GSK, or an affiliate or sublicensee of GSK, participates or actively assists in a legal challenge to one of the patents exclusively licensed to GSK under the agreement with respect to the applicable target. Collaboration Revenue Through December 31, 2015, the Company received a total of $53.0 million in cash under the GSK agreement, which the Company recognized as collaboration revenue in the condensed consolidated statements of operations and comprehensive loss, including $1.4 million, $25.5 million and $16.4 million in the years ended December 31, 2015, 2014 and 2013, respectively. As of December 31, 2014, the Company had deferred revenue of $1.4 million related to this agreement, which was fully recognized as collaboration revenue in the first half of 2015. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Benefit Plans | 10. Employee Benefit Plans Stock Incentive Plans In 2008, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2008 Stock Incentive Plan (the “2008 Plan”), which provided for the granting of certain defined stock incentive awards to employees, members of the Company’s Board of Directors and non-employee consultants, advisors or other service providers. In April 2013, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2013 Stock Incentive Plan (the “2013 Plan”), which provides for the granting of certain defined stock incentive awards to employees, members of the Company’s Board of Directors and non-employee consultants, advisors or other service providers. Upon the closing of the IPO, the Company ceased granting stock incentive awards under the 2008 Plan, and any shares of common stock that remained available for grant under the 2008 Plan upon the closing of the IPO became available for issuance under the 2013 Plan. In addition, any shares of common stock subject to awards under the 2008 Plan that expire, terminate, or are otherwise surrendered, canceled, forfeited or repurchased without having been fully exercised or resulting in any common stock being issued will become available for issuance under the 2013 Plan. Additionally, in May 2013, the Company’s Board of Directors adopted and the Company’s stockholders approved the 2013 Employee Stock Purchase Plan (the “2013 ESPP”), which provides participating employees the option to purchase shares of the Company’s common stock at defined purchase prices over six month offering periods. Stock incentive awards granted under the 2013 Plan may be incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards under the applicable provisions of the Internal Revenue Code. Incentive stock options are granted only to employees of the Company. Non-qualified stock options and restricted stock may be granted to officers, employees, consultants, advisors and other service providers. Incentive and non-qualified stock options and restricted stock granted to employees generally vest over four years, with 25.0% vesting upon the one-year anniversary of the grant and the remaining 75.0% vesting monthly over the following three years. Non-qualified stock options granted to consultants and other non-employees generally vest over the period of service to the Company. Incentive and non-qualified stock options expire ten years from the date of grant. Initial non-qualified stock options granted to members of the Company’s Board of Directors generally vest over the recipient’s term of Board service. Annual non-qualified stock options granted to members of the Company’s Board of Directors vest on the one-year anniversary of the grant. Stock-Based Compensation Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Research and development $ 5,155 $ 3,299 $ 1,072 General and administrative 4,694 3,565 1,747 Total $ 9,849 $ 6,864 $ 2,819 Stock Options The Company uses the Black-Scholes option-pricing model to measure the fair value of stock option awards. Key assumptions used in this pricing model on the date of grant for options granted to employees are as follows: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.6 % 1.6 % 1.0 % Expected life of options 6.0 years 6.0 years 6.0 years Expected volatility of underlying stock 83.6 % 92.1 % 94.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % Key assumptions used in this pricing model on the date of grant for options granted to non-employees in 2013 are as follows: Year Ended December 31, 2013 Risk-free interest rate 3.0 % Expected life of options 10.0 years Expected volatility of underlying stock 86.3 % Expected dividend yield 0.0 % There were no stock option awards granted to non-employees in 2015 or 2014. The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the option. The Company calculates the expected life of options granted to employees using the simplified method as the Company has insufficient historical information to provide a basis for estimate. The Company determines the expected volatility using a blended approach encompassing its historical experience and the historical volatility of a peer group of comparable publicly traded companies with product candidates in similar stages of development to the Company’s product candidates. The Company has applied an expected dividend yield of 0.0% as the Company has not historically declared a dividend and does not anticipate declaring a dividend during the expected life of the options. The following is a summary of stock option activity for the year ended December 31, 2015: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding at December 31, 2014 2,959,506 $ 10.66 Granted 1,289,755 20.57 Exercised (634,760 ) 1.57 Forfeited or expired (514,508 ) 19.41 Outstanding at December 31, 2015 3,099,993 $ 15.20 5.9 $ 16,854 Exercisable at December 31, 2015 1,332,301 $ 8.70 3.4 $ 14,039 Vested and expected to vest 2,882,206 $ 14.77 5.7 $ 16,686 During the years ended December 31, 2015, 2014 and 2013, the Company granted stock options to purchase an aggregate of 1,289,755 shares, 876,385 shares and 1,514,828 shares of its common stock, including, in 2013, a stock option to purchase 10,000 shares of its common stock granted to a non-employee, at weighted average grant date fair values per option share of $14.57, $21.73 and $7.85, respectively. The total grant date fair value of options that vested during the years ended December 31, 2015, 2014 and 2013 was $9.3 million, $4.9 million and $0.6 million, respectively. The aggregate intrinsic value of stock options exercised was $11.9 million in 2015, $59.4 million in 2014 and $2.1 million in 2013. As of December 31, 2015, there was $19.3 million of unrecognized stock-based compensation related to stock options that are expected to vest. These costs are expected to be recognized over a weighted average remaining vesting period of 2.7 years. Restricted Stock The following is a summary of restricted stock activity for the year ended December 31, 2015: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2014 — $ — Granted 37,313 $ 18.49 Vested — $ — Outstanding at December 31, 2015 37,313 $ 18.49 During the year ended December 31, 2015 the Company granted 37,313 restricted stock units with a weighted-average grant date fair value per share of $18.49. One quarter of the 37,313 restricted stock units vested on February 9, 2016, with the remaining three quarters vesting on a monthly basis over the three year period ending February 9, 2019. The table above does not reflect an additional 80,732 restricted stock units that were granted on February 9, 2016 at $9.29, in accordance with the executive’s employment agreement. One quarter of the 80,732 restricted stock units granted on February 9, 2016 vested immediately and the remaining three quarters will vest on a monthly basis over the three year period ending February 9, 2019. The Company did not grant any restricted stock during the years ended December 31, 2014 or 2013. The intrinsic value of restricted stock that vested during the years ended December 31, 2015, 2014 and 2013 was $0.0 million, $0.1 million and $0.4 million, respectively. 401(k) Savings Plan The Company has a defined contribution 401(k) savings plan (the “401(k) Plan”). The 401(k) Plan covers substantially all employees, and allows participants to defer a portion of their annual compensation on a pretax basis. Company contributions to the 401(k) Plan may be made at the discretion of the Board of Directors. During the year ended December 31, 2014, the Company implemented a matching contribution to the 401(k) Plan, matching 50% of an employee’s contribution up to a maximum of 3% of the participant’s compensation. Company contributions to the 401(k) plan totaled $0.4 million and $0.2 million in the year ended December 31, 2015 and 2014, respectively. The Company did not have a 401(k) matching contribution in 2013. |
Loss per Share
Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Loss per Share | 11. Loss per Share As described in Note 2, Summary of Significant Accounting Policies Basic and diluted loss per share allocable to common stockholders are computed as follows: Year Ended December 31, 2015 2014 2013 (In thousands except per share data) Net loss $ (132,376 ) $ (55,005 ) $ (3,483 ) Less: accretion of redeemable convertible preferred stock to redemption value — — 264 Loss allocable to common stockholders $ (132,376 ) $ (55,005 ) $ (3,747 ) Weighted average shares outstanding 39,839 33,027 17,049 Basic and diluted loss per share allocable to common stockholders $ (3.32 ) $ (1.67 ) $ (0.22 ) In June 2013, the Company issued 5,913,300 shares of common stock in connection with its IPO and 20,633,046 shares of common stock in connection with the automatic conversion of its Preferred Stock upon the closing of the IPO. In February 2014, the Company issued an additional 3,673,901 shares of common stock in connection with a public offering. The issuance of these shares contributed to a significant increase in the Company’s shares outstanding, to 34,426,012 shares as of December 31, 2014, and in the weighted average shares outstanding for the years ended December 31, 2014 and 2013 when compared to the comparable prior year periods and is expected to continue to impact the year-over-year comparability of the Company’s (loss) earnings per share calculations through 2015. The following common stock equivalents were excluded from the calculation of diluted loss per share allocable to common stockholders because their inclusion would have been antidilutive: Year Ended December 31, 2015 2014 2013 (In thousands) Stock options 3,100 2,960 4,729 Unvested restricted stock 37 — 6 Shares issuable under employee stock purchase plan 8 6 48 3,145 2,966 4,783 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions In connection with its entry into the collaboration agreement with Celgene, on April 2, 2012, the Company sold Celgene 9,803,922 shares of its Series C Preferred Stock. As a result of this transaction, Celgene owned 12.5% of the Company’s fully diluted equity as of December 31, 2012. Refer to Note 9, Collaborations Under the Celgene collaboration agreement, the Company recognized $1.1 million, $9.6 million and $37.8 million of collaboration revenue in the years ended December 31, 2015, 2014 and 2013, respectively, and as of December 31, 2015 and December 31, 2014, had recorded $30.7 million and $21.7 million of deferred revenue related to the Celgene collaboration arrangement, respectively. Additionally, in the years ended December 31, 2015, 2014 and 2013, the Company recorded $1.1 million, $3.9 million, and $1.9 million, respectively, in global development co-funding from Celgene. As of December 31, 2015 and 2014, the Company had accounts receivable of $0.1 million and $1.1 million, respectively, related to this collaboration arrangement. |
Unaudited Quarterly Results
Unaudited Quarterly Results | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Quarterly Results | 13. Unaudited Quarterly Results The results of operations on a quarterly basis for the years ended December 31, 2015 and 2014 are set forth below: Quarter Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 (In thousands, except per share data) Collaboration revenue $ 911 $ 736 $ 358 $ 555 Operating expenses: Research and development 57,051 20,551 16,788 16,819 General and administrative 5,237 5,970 6,676 6,017 Total operating expenses 62,288 26,521 23,464 22,836 Operating loss (61,377 ) (25,785 ) (23,106 ) (22,281 ) Other income, net 51 26 41 55 Loss before income taxes (61,326 ) (25,759 ) (23,065 ) (22,226 ) Income tax expense (benefit) — — — — Net loss $ (61,326 ) $ (25,759 ) $ (23,065 ) $ (22,226 ) Loss per share allocable to common stockholders: Basic $ (1.75 ) $ (0.63 ) $ (0.56 ) $ (0.53 ) Diluted $ (1.75 ) $ (0.63 ) $ (0.56 ) $ (0.53 ) Weighted average shares outstanding: Basic 34,992 41,087 41,461 41,725 Diluted 34,992 41,087 41,461 41,725 Quarter Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 (In thousands, except per share data) Collaboration revenue $ 13,391 $ 9,494 $ 8,177 $ 10,349 Operating expenses: Research and development 15,347 17,499 22,244 20,505 General and administrative 4,956 5,306 5,669 4,935 Total operating expenses 20,303 22,805 27,913 25,440 Operating loss (6,912 ) (13,311 ) (19,736 ) (15,091 ) Other income, net 28 38 41 47 Loss before income taxes (6,884 ) (13,273 ) (19,695 ) (15,044 ) Income tax expense (benefit) — 113 5 (9 ) Net loss $ (6,884 ) $ (13,386 ) $ (19,700 ) $ (15,035 ) Loss per share allocable to common stockholders: Basic $ (0.22 ) $ (0.40 ) $ (0.58 ) $ (0.44 ) Diluted $ (0.22 ) $ (0.40 ) $ (0.58 ) $ (0.44 ) Weighted average shares outstanding: Basic 30,959 33,156 33,676 34,273 Diluted 30,959 33,156 33,676 34,273 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Event | 14. Subsequent Event In January 2016, the Company raised an additional $130.1 million of net proceeds after underwriting discounts and commissions, but before direct and incremental costs of the offering, upon the sale of 15,333,334 shares of the Company’s common stock in a public offering. As this event occurred in fiscal 2016, it is not reflected in the December 31, 2015 financial statements. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned, controlled subsidiary, Epizyme Securities Corporation. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of collaboration revenue and expenses during the reporting period. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. |
Subsequent Events | Subsequent Events The Company considers events or transactions that occur after the balance sheet date but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The Company evaluated all events and transactions through the date these financial statements were filed with the Securities and Exchange Commission. |
Fair Value Measurements | Fair Value Measurements The Company classifies fair value based measurements using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: Level 1, quoted market prices in active markets for identical assets or liabilities; Level 2, observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data; and Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company’s financial instruments as of December 31, 2015 and 2014 consisted primarily of cash equivalents, accounts receivable and accounts payable. As of December 31, 2015 and 2014, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 197,023 $ 197,023 $ — $ — Total $ 197,023 $ 197,023 $ — $ — Fair Value as of December 31, 2014 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 184,257 $ 184,257 $ — $ — Total $ 184,257 $ 184,257 $ — $ — |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. As of December 31, 2015 and 2014, cash equivalents consisted of interest-bearing money market accounts and prime money market funds. |
Accounts Receivable | Accounts Receivable Accounts receivable are amounts due from collaboration partners as a result of research and development services provided, reimbursements under equally co-funded global development arrangements or milestones achieved but not yet paid. The Company considered the need for an allowance for doubtful accounts and has concluded that no allowance was needed as of December 31, 2015 or 2014, as the estimated risk of loss on its accounts receivable was determined to be minimal. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk include cash and cash equivalents and accounts receivable. The Company attempts to minimize the risks related to cash and cash equivalents by working with highly rated financial institutions that invest in a broad and diverse range of financial instruments as defined by the Company. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit the Company’s credit exposure to any single issuer. Accounts receivable represent amounts due from collaboration partners. The Company monitors economic conditions to identify facts or circumstances that may indicate that any of its accounts receivable are at risk of collection. As of December 31, 2015 and 2014, two collaboration partners, Celgene and GSK accounted for all of the Company’s accounts receivable. Refer to Note 9, Collaborations |
Acquired In-Process Research and Development | Acquired In-Process Research and Development The Company records upfront payments that relate to the acquisition of a development-stage product candidate as research and development expense in the period in which they are incurred, provided that the acquired development-stage product candidate did not also include processes or activities that would constitute a business, the product candidate has not achieved regulatory approval for marketing and, absent obtaining such approval, has no alternative future use. In the first quarter of 2015, the Company accounted for the upfront payment paid to Eisai Co., Ltd. (“Eisai”) in connection with the amended and restated collaboration and license agreement, pursuant to which the Company reacquired the worldwide rights, excluding Japan, to tazemetostat, as an acquisition of in-process research and development expense. |
Property and Equipment | Property and Equipment The Company records property and equipment at cost. Property and equipment acquired under a capital lease is recorded at the lesser of the present value of the minimum lease payments under the capital lease or the fair value of the leased property at lease inception. The Company calculates depreciation and amortization using the straight-line method over the following estimated useful lives: Asset Category Useful Lives Laboratory equipment 5 - 20 years Office furniture and equipment 3 - 10 years Leasehold improvements 3 - 10 years or term of respective lease, if shorter Amortization of capital lease assets is included in depreciation expense. The Company capitalizes expenditures for new property and equipment and improvements to existing facilities and charges the cost of maintenance to expense. The Company eliminates the cost of property retired or otherwise disposed of, along with the corresponding accumulated depreciation, from the related accounts, and the resulting gain or loss is reflected in the results of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets to be held and used, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be recoverable. Evaluation of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the asset or asset group, the assets are written down to their estimated fair values No such impairments were recorded during 2015, 2014 or 2013. |
Income Taxes | Income Taxes The Company records deferred income taxes to recognize the effect of temporary differences between tax and financial statement reporting. The Company calculates the deferred taxes using enacted tax rates expected to be in place when the temporary differences are realized and records a valuation allowance to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50.0% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Refer to Note 5, Income Taxes |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company initially records preferred stock that may be redeemed at the option of the holder or based on the occurrence of events not under the Company’s control outside of stockholders’ (deficit) equity at the value of the proceeds received or fair value, if lower, net of issuance costs. Subsequently, if it is probable that the preferred stock will become redeemable, the Company adjusts the carrying value to the redemption value over the period from the issuance date to the earliest possible redemption date using the effective interest method. If it is not probable that the preferred stock will become redeemable, the Company does not adjust the carrying value. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the Company’s price to the customer is fixed or determinable and collectability is reasonably assured. The Company has entered into collaboration and license agreements to discover, develop, manufacture and commercialize compounds directed to specific HMT targets. The terms of these agreements typically contain multiple deliverables, which may include: (i) licenses, or options to obtain licenses, to compounds directed to specific HMT targets (referred to as “exclusive licenses”) and (ii) research and development activities to be performed on behalf of the collaboration partner related to the licensed HMT targets. Payments to the Company under these agreements may include non-refundable license fees, option fees, exercise fees, payments for research activities, payments based upon the achievement of certain milestones and royalties on any resulting net product sales. Multiple-Element Revenue Arrangements. The Company’s multiple-element revenue arrangements generally include the following: • Exclusive Licenses • Research and Development Services • Option Arrangements The accounting for option arrangements is dependent on the nature of the options granted to the collaboration partner. Options are considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the options to secure exclusive licenses. Factors that the Company considers in evaluating whether options are substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the options, the cost to exercise the options relative to the total upfront consideration and the additional financial commitments or economic penalties imposed on the collaborator as a result of exercising the options. For arrangements under which the option to secure licenses is considered substantive, the Company does not consider the licenses to be deliverables at the inception of the arrangement. For arrangements under which the option to secure licenses is not considered substantive, the Company considers the license to be a deliverable at the inception of the arrangement and, upon delivery of the license, would apply the multiple-element revenue arrangement criteria to the license and any other deliverables to determine the appropriate revenue recognition. None of the options to secure exclusive licenses included in the Company’s collaborative arrangements have been determined to be substantive. Milestone Revenue At the inception of each arrangement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. The Company generally considers non-refundable preclinical research and development, clinical development and regulatory milestones that the Company expects to be achieved as a result of the Company’s efforts during the period of the Company’s performance obligations under the collaboration and license agreements to be substantive and recognizes them as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. If not considered to be substantive, the Company initially defers milestones and recognizes them over the remaining term of the Company’s performance obligations. Milestones that are not considered substantive because the Company does not contribute effort to the achievement of such milestones are generally achieved after the period of the Company’s performance obligations and are recognized as revenue upon achievement, assuming all other revenue recognition criteria are met, as there are no undelivered elements remaining and no continuing performance obligations. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits, facilities expenses, overhead expenses, clinical trial and related clinical manufacturing expenses, fees paid to clinical research organizations and other outside expenses. Research and development costs are expensed as incurred if no planned alternative future use exists for the technology and if the payment is not payment for future services. The Company defers and capitalizes its nonrefundable advance payments that are for research and development activities until the related goods are delivered or the related services are performed. In circumstances where the Company’s collaboration and license agreements provide for equally co-funded global development under joint risk sharing collaborations, amounts received from collaboration partners for such co-funding are recorded as a reduction to research and development expense. |
Stock-Based Compensation | Stock-Based Compensation The Company measures employee stock-based compensation based on the grant date fair value of the stock-based compensation award. The Company grants stock options at exercise prices equal to the fair value of the Company’s common stock on the date of grant, based on observable market prices. The Company recognizes employee stock-based compensation expense, less estimated forfeitures, on a straight-line basis over the requisite service period of the awards. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Refer to Note 10, Employee Benefit Plans |
Earnings (Loss) per Share | Earnings (Loss) per Share The Company computes basic earnings (loss) per share by dividing income (loss) allocable to common stockholders by the weighted average number of shares of common stock outstanding. During periods of income, the Company allocates participating securities a proportional share of income determined by dividing total weighted average participating securities by the sum of the total weighted average common shares and participating securities (the “two-class method”). The Company’s restricted stock and, prior to its automatic conversion, redeemable convertible preferred stock participate in any dividends declared by the Company and are therefore considered to be participating securities. Participating securities have the effect of diluting both basic and diluted earnings per share during periods of income. During periods of loss, the Company allocates no loss to participating securities because they have no contractual obligation to share in the losses of the Company. The Company computes diluted earnings (loss) per share after giving consideration to the dilutive effect of stock options that are outstanding during the period, except where such non-participating securities would be anti-dilutive. Refer to Note 11, Loss per Share |
Segment Information | Segment Information The Company operates as one reportable business segment: the discovery and development of novel epigenetic therapies for cancer patients. |
Recent Accounting Pronouncements | Recent 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 Recognition In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern Presentation of Financial Statements—Going Concern In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which simplifies the presentation of deferred income taxes. This ASU requires that deferred tax assets and liabilities be classified as non-current in a statement of financial position. The standard is effective for public companies for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The Company early adopted ASU 2015-17 effective December 31, 2015, on a prospective basis. Because the Company is in a full valuation allowance, the adoption of this standard did not impact the presentation of the consolidated financial statements as of December 31, 2015. No prior periods were retrospectively adjusted. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Company's Financial Assets Recognized at Fair Value | As of December 31, 2015 and 2014, the Company’s financial assets recognized at fair value consisted of the following: Fair Value as of December 31, 2015 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 197,023 $ 197,023 $ — $ — Total $ 197,023 $ 197,023 $ — $ — Fair Value as of December 31, 2014 Total Level 1 Level 2 Level 3 (In thousands) Cash equivalents $ 184,257 $ 184,257 $ — $ — Total $ 184,257 $ 184,257 $ — $ — |
Useful Lives for Property, Plant and Equipment | The Company calculates depreciation and amortization using the straight-line method over the following estimated useful lives: Asset Category Useful Lives Laboratory equipment 5 - 20 years Office furniture and equipment 3 - 10 years Leasehold improvements 3 - 10 years or term of respective lease, if shorter |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | Property and equipment, net consists of the following: December 31, 2015 2014 (In thousands) Laboratory equipment $ 3,468 $ 3,456 Computer and office equipment, furniture (1) 4,848 2,971 Leasehold improvements 473 473 Property and equipment 8,789 6,900 Less: accumulated depreciation and amortization (4,700 ) (3,280 ) Property and equipment, net $ 4,089 $ 3,620 (1) In 2015, the Company acquired $1.7 million of computer hardware and equipment, pursuant to a capital lease, the term of which expires in February 2018. Accumulated depreciation related to these assets totaled $0.5 million as of December 31, 2015. |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: December 31, 2015 2014 (In thousands) Employee compensation and benefits $ 3,314 $ 2,623 Research and development expenses 6,518 3,834 Professional services and other 1,503 586 Accrued expenses $ 11,335 $ 7,043 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Federal Statutory Income Tax Rate and Effective Income Tax Rate | A reconciliation of the federal statutory income tax rate and the Company’s effective income tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal statutory income tax rate 34.0 % 34.0 % 34.0 % State income taxes 5.2 4.9 5.2 Research and development and other tax credits 1.8 13.6 115.8 Permanent items (1.2 ) (5.2 ) (18.3 ) Change in valuation allowance (40.0 ) (44.3 ) (140.7 ) Return-to-provision adjustments — (3.1 ) 1.0 Change in deferred taxes 0.2 — (9.6 ) Other — (0.1 ) 1.5 Effective income tax rate 0.0 % (0.2 )% (11.1 )% |
Deferred Tax Assets (Liabilities) | The Company’s deferred tax assets (liabilities) consist of the following: December 31, 2015 2014 (In thousands) Deferred tax assets: Net operating loss carryforwards $ 57,005 $ 24,166 Research and development and other credit carryforwards 14,112 11,776 Capitalized start-up costs 2,111 2,317 Capitalized research and development costs 258 361 Deferred revenue 8,475 8,869 Accruals and allowances 1,233 1,095 Eisai license payment 15,155 — Other 4,275 2,336 Gross deferred tax assets 102,624 50,920 Deferred tax asset valuation allowance (102,370 ) (50,608 ) Total deferred tax assets 254 312 Deferred tax liabilities: Depreciation and other (254 ) (312 ) Total deferred tax liabilities (254 ) (312 ) Net deferred tax asset (liability) $ — $ — |
Summary of Unrecognized Tax Benefits | The following is a rollforward of the Company’s unrecognized tax benefits: December 31, 2015 2014 (In thousands) Unrecognized tax benefits - as of beginning of year $ 3,062 $ 1,829 Gross increases - tax positions of prior periods (43 ) (66 ) Gross increases - current period tax positions 461 1,299 Unrecognized tax benefits - as of end of year $ 3,480 $ 3,062 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Commitments | The Company’s contractual commitments under these leases, excluding common area maintenance charges and real estate taxes, as of December 31, 2015 are as follows: Total 2016 2017 2018 (In thousands) Operating Leases $ 5,539 $ 2,857 $ 2,662 $ 20 Capital Lease, including amounts representing interest 1,441 665 665 111 Total commitments $ 6,980 $ 3,522 $ 3,327 $ 131 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense is classified in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2015 2014 2013 (In thousands) Research and development $ 5,155 $ 3,299 $ 1,072 General and administrative 4,694 3,565 1,747 Total $ 9,849 $ 6,864 $ 2,819 |
Assumptions Used in Applying Pricing Model | Key assumptions used in this pricing model on the date of grant for options granted to employees are as follows: Year Ended December 31, 2015 2014 2013 Risk-free interest rate 1.6 % 1.6 % 1.0 % Expected life of options 6.0 years 6.0 years 6.0 years Expected volatility of underlying stock 83.6 % 92.1 % 94.7 % Expected dividend yield 0.0 % 0.0 % 0.0 % |
Summary of Stock Option Activity | The following is a summary of stock option activity for the year ended December 31, 2015: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (In years) (In thousands) Outstanding at December 31, 2014 2,959,506 $ 10.66 Granted 1,289,755 20.57 Exercised (634,760 ) 1.57 Forfeited or expired (514,508 ) 19.41 Outstanding at December 31, 2015 3,099,993 $ 15.20 5.9 $ 16,854 Exercisable at December 31, 2015 1,332,301 $ 8.70 3.4 $ 14,039 Vested and expected to vest 2,882,206 $ 14.77 5.7 $ 16,686 |
Summary of Restricted Stock Activity | The following is a summary of restricted stock activity for the year ended December 31, 2015: Number of Shares Weighted Average Grant Date Fair Value per Share Outstanding at December 31, 2014 — $ — Granted 37,313 $ 18.49 Vested — $ — Outstanding at December 31, 2015 37,313 $ 18.49 |
Non Employee Stock Option [Member] | |
Assumptions Used in Applying Pricing Model | Key assumptions used in this pricing model on the date of grant for options granted to non-employees in 2013 are as follows: Year Ended December 31, 2013 Risk-free interest rate 3.0 % Expected life of options 10.0 years Expected volatility of underlying stock 86.3 % Expected dividend yield 0.0 % |
Loss per Share (Tables)
Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Share | Basic and diluted loss per share allocable to common stockholders are computed as follows: Year Ended December 31, 2015 2014 2013 (In thousands except per share data) Net loss $ (132,376 ) $ (55,005 ) $ (3,483 ) Less: accretion of redeemable convertible preferred stock to redemption value — — 264 Loss allocable to common stockholders $ (132,376 ) $ (55,005 ) $ (3,747 ) Weighted average shares outstanding 39,839 33,027 17,049 Basic and diluted loss per share allocable to common stockholders $ (3.32 ) $ (1.67 ) $ (0.22 ) |
Common Stock Equivalents Excluded from Calculation of Diluted Loss per Share Attributable to Common Stockholders | The following common stock equivalents were excluded from the calculation of diluted loss per share allocable to common stockholders because their inclusion would have been antidilutive: Year Ended December 31, 2015 2014 2013 (In thousands) Stock options 3,100 2,960 4,729 Unvested restricted stock 37 — 6 Shares issuable under employee stock purchase plan 8 6 48 3,145 2,966 4,783 |
Unaudited Quarterly Results (Ta
Unaudited Quarterly Results (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Results of Operations on Quarterly Basis | The results of operations on a quarterly basis for the years ended December 31, 2015 and 2014 are set forth below: Quarter Ended March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 (In thousands, except per share data) Collaboration revenue $ 911 $ 736 $ 358 $ 555 Operating expenses: Research and development 57,051 20,551 16,788 16,819 General and administrative 5,237 5,970 6,676 6,017 Total operating expenses 62,288 26,521 23,464 22,836 Operating loss (61,377 ) (25,785 ) (23,106 ) (22,281 ) Other income, net 51 26 41 55 Loss before income taxes (61,326 ) (25,759 ) (23,065 ) (22,226 ) Income tax expense (benefit) — — — — Net loss $ (61,326 ) $ (25,759 ) $ (23,065 ) $ (22,226 ) Loss per share allocable to common stockholders: Basic $ (1.75 ) $ (0.63 ) $ (0.56 ) $ (0.53 ) Diluted $ (1.75 ) $ (0.63 ) $ (0.56 ) $ (0.53 ) Weighted average shares outstanding: Basic 34,992 41,087 41,461 41,725 Diluted 34,992 41,087 41,461 41,725 Quarter Ended March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 (In thousands, except per share data) Collaboration revenue $ 13,391 $ 9,494 $ 8,177 $ 10,349 Operating expenses: Research and development 15,347 17,499 22,244 20,505 General and administrative 4,956 5,306 5,669 4,935 Total operating expenses 20,303 22,805 27,913 25,440 Operating loss (6,912 ) (13,311 ) (19,736 ) (15,091 ) Other income, net 28 38 41 47 Loss before income taxes (6,884 ) (13,273 ) (19,695 ) (15,044 ) Income tax expense (benefit) — 113 5 (9 ) Net loss $ (6,884 ) $ (13,386 ) $ (19,700 ) $ (15,035 ) Loss per share allocable to common stockholders: Basic $ (0.22 ) $ (0.40 ) $ (0.58 ) $ (0.44 ) Diluted $ (0.22 ) $ (0.40 ) $ (0.58 ) $ (0.44 ) Weighted average shares outstanding: Basic 30,959 33,156 33,676 34,273 Diluted 30,959 33,156 33,676 34,273 |
The Company - Additional Inform
The Company - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2016 | Feb. 28, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Basis Of Presentation [Line Items] | |||||||
Aggregate fund, amount | $ 592,100 | ||||||
Sale of common stock in public offering | 130,345 | $ 100,903 | $ 79,642 | ||||
Proceeds from sale of redeemable convertible preferred stock | 76,000 | ||||||
Cash and cash equivalents | 208,323 | 190,095 | 123,564 | $ 97,981 | |||
Sale of common stock in public offering, shares | 3,673,901 | 5,913,300 | |||||
Net proceeds from sale of shares after underwriting discounts and commissions, before direct and incremental costs | 130,712 | 101,283 | $ 82,491 | ||||
Accumulated deficit | (243,461) | $ (111,085) | |||||
Collaborative Arrangement [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Non-equity funding through collaboration agreement | 201,600 | ||||||
Subsequent Event [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Sale of common stock in public offering, shares | 15,333,334 | ||||||
Net proceeds from sale of shares after underwriting discounts and commissions, before direct and incremental costs | $ 130,100 | ||||||
IPO [Member] | |||||||
Basis Of Presentation [Line Items] | |||||||
Sale of common stock in public offering | $ 314,500 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Summary of Company's Financial Assets Recognized at Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cash equivalents | $ 197,023 | $ 184,257 |
Total | 197,023 | 184,257 |
Level 1 [Member] | ||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ||
Cash equivalents | 197,023 | 184,257 |
Total | $ 197,023 | $ 184,257 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2015USD ($)Segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 0 | $ 0 | |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 |
Largest amount of tax benefit | 50.00% | ||
Reportable business segment | Segment | 1 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Estimated Useful Lives of Assets Acquired (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Laboratory Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Laboratory Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 20 years |
Office Furniture and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Office Furniture and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 3 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 10 years |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 8,789 | $ 6,900 |
Less: accumulated depreciation and amortization | (4,700) | (3,280) |
Property and equipment, net | 4,089 | 3,620 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 3,468 | 3,456 |
Computer Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 4,848 | 2,971 |
Less: accumulated depreciation and amortization | (500) | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 473 | $ 473 |
Property and Equipment, Net -36
Property and Equipment, Net - Schedule of Property and Equipment, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Expiration of capital lease term | Nov. 30, 2017 | |
Accumulated depreciation | $ 4,700 | $ 3,280 |
Computer Office Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Computer hardware and equipment acquired | $ 1,700 | |
Expiration of capital lease term | Feb. 28, 2018 | |
Accumulated depreciation | $ 500 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 1,419 | $ 742 | $ 703 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Employee compensation and benefits | $ 3,314 | $ 2,623 |
Research and development expenses | 6,518 | 3,834 |
Professional services and other | 1,503 | 586 |
Accrued expenses | $ 11,335 | $ 7,043 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||||||
Income tax expense | $ (9,000) | $ 5,000 | $ 113,000 | $ 0 | $ 109,000 | $ 349,000 |
Deferred income tax expense | $ 0 | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Statutory Income Tax Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
State income taxes | 5.20% | 4.90% | 5.20% |
Research and development and other tax credits | 1.80% | 13.60% | 115.80% |
Permanent items | (1.20%) | (5.20%) | (18.30%) |
Change in valuation allowance | (40.00%) | (44.30%) | (140.70%) |
Return-to-provision adjustments | (3.10%) | 1.00% | |
Change in deferred taxes | 0.20% | (9.60%) | |
Other | (0.10%) | 1.50% | |
Effective income tax rate | 0.00% | (0.20%) | (11.10%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 57,005 | $ 24,166 |
Research and development and other credit carryforwards | 14,112 | 11,776 |
Capitalized start-up costs | 2,111 | 2,317 |
Capitalized research and development costs | 258 | 361 |
Deferred revenue | 8,475 | 8,869 |
Accruals and allowances | 1,233 | 1,095 |
Eisai license payment | 15,155 | |
Other | 4,275 | 2,336 |
Gross deferred tax assets | 102,624 | 50,920 |
Deferred tax asset valuation allowance | (102,370) | (50,608) |
Total deferred tax assets | 254 | 312 |
Deferred tax liabilities: | ||
Depreciation and other | (254) | (312) |
Total deferred tax liabilities | (254) | (312) |
Net deferred tax asset (liability) | $ 0 | $ 0 |
Income Taxes (Valuation Allowan
Income Taxes (Valuation Allowance) - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increase | $ 51.8 |
Income Taxes (Operating Loss Ca
Income Taxes (Operating Loss Carryforwards) - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
United States, Federal [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 204.7 |
Operating loss carryforwards, expiration beginning year | 2,029 |
United States, State [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 206.5 |
Operating loss carryforwards, expiration beginning year | 2,031 |
Income Taxes (Research and Deve
Income Taxes (Research and Development Tax Credit) - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | ||
Research and development tax credit carryforward expiration beginning year | 2,024 | |
Research and development tax credit carryforward expiration ending year | 2,035 | |
Federal orphan drug tax credit carryforwards expiration beginning year | 2,033 | |
Expiry period of federal orphan drug tax credit carryforwards | 2,035 | |
Federal orphan drug tax credit carryforwards | $ 11,000,000 | |
Federal alternative minimum tax credit | 400,000 | |
Excess tax benefits | 400,000 | |
Accrued tax-related interest or penalties | 0 | $ 0 |
Research Tax Credit Carryforward [Member] | United States, Federal [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Research and development credit carryforwards | 5,300,000 | |
Research Tax Credit Carryforward [Member] | United States, State [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Research and development credit carryforwards | $ 1,700,000 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits - as of beginning of year | $ 3,062 | $ 1,829 |
Gross increases - tax positions of prior periods | (43) | (66) |
Gross increases - current period tax positions | 461 | 1,299 |
Unrecognized tax benefits - as of end of year | $ 3,480 | $ 3,062 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Oct. 31, 2013EUR (€) | Jan. 31, 2008USD ($) | |
Other Commitments [Line Items] | |||||
Letter of credit as a security deposit | $ 0.5 | ||||
Lease expiration date | Nov. 30, 2017 | ||||
Lease term extension | 5 years | ||||
Rental expense | $ 2.7 | $ 2.5 | $ 2 | ||
University Patent License Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
License agreement cost | $ 1.9 | ||||
Milestone payments paid | 0.1 | ||||
Formulation Patent License Agreement [Member] | |||||
Other Commitments [Line Items] | |||||
Milestone payment payable | € | € 0.3 | ||||
Collaborative Arrangement [Member] | Roche [Member] | |||||
Other Commitments [Line Items] | |||||
Remaining development costs | $ 15 |
Commitments and Contingencies47
Commitments and Contingencies - Contractual Commitments (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Lease, Total | $ 5,539 |
Operating Lease, 2016 | 2,857 |
Operating Lease, 2017 | 2,662 |
Operating Lease, 2018 | 20 |
Capital Lease, including amounts representing interest, Total | 1,441 |
Capital Lease, including amounts representing interest, 2016 | 665 |
Capital Lease, including amounts representing interest, 2017 | 665 |
Capital Lease, including amounts representing interest, 2018 | 111 |
Commitments, Total | 6,980 |
Commitments, 2016 | 3,522 |
Commitments, 2017 | 3,327 |
Commitments, 2018 | $ 131 |
Redeemable Convertible Prefer48
Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2012 | Dec. 31, 2015 | Dec. 31, 2013 | |
Temporary Equity [Line Items] | |||
Exchange ratio of convertible preferred stock to common stock | One-for-three | ||
Preferred stock outstanding | 0 | ||
Accretion of redeemable convertible preferred stock, value | $ 0.3 | ||
Series C [Member] | Celgene [Member] | |||
Temporary Equity [Line Items] | |||
Redeemable convertible preferred stock, issued | 9,803,922 | ||
Preferred stock, par value | $ 0.0001 | ||
Redeemable convertible preferred stock issued, price per share | $ 2.55 | ||
Redeemable convertible preferred stock issued, gross proceeds | $ 25 | ||
Redeemable convertible preferred stock issued, premium price per share | $ 0.31 | ||
Redeemable convertible preferred stock issued, premium value | $ 3 | ||
Redeemable convertible preferred stock issued, value | $ 22 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity - Additional Information (Detail) | Dec. 31, 2015Voteshares |
Equity [Abstract] | |
Number of votes for each share of common stock | Vote | 1 |
Common stock reserved for future issuance | shares | 5,761,462 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) | Jul. 08, 2015USD ($)OptionTargets | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 30, 2012USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Upfront payment made | $ 40,000,000 | |||||||||||||||||||
Collaboration revenue | $ 555,000 | $ 358,000 | $ 736,000 | $ 911,000 | $ 10,349,000 | $ 8,177,000 | $ 9,494,000 | $ 13,391,000 | 2,560,000 | $ 41,411,000 | $ 68,482,000 | |||||||||
Eisai [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Upfront payment made | $ 40,000,000 | |||||||||||||||||||
Clinical development milestone payments obligation | 20,000,000 | 20,000,000 | $ 20,000,000 | $ 20,000,000 | ||||||||||||||||
Regulatory milestone payments obligation | 50,000,000 | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||
Celgene [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Company received upfront payment | 65,000,000 | |||||||||||||||||||
Proceeds from redeemable convertible preferred stock | 25,000,000 | |||||||||||||||||||
Upfront payment recorded | 68,000,000 | |||||||||||||||||||
Clinical development milestone achieved | 25,000,000 | |||||||||||||||||||
Global development co-funding | 1,100,000 | 3,900,000 | 1,900,000 | 6,900,000 | ||||||||||||||||
Number of option targets | OptionTargets | 3 | |||||||||||||||||||
Deferred revenue recognized | $ 21,600,000 | |||||||||||||||||||
Upfront payment made as part of the amendment | 10,000,000 | |||||||||||||||||||
License and research services related cost | 106,600,000 | |||||||||||||||||||
Cash and accounts receivable | 109,900,000 | |||||||||||||||||||
Convertible preferred stock issued, premium value | 3,000,000 | |||||||||||||||||||
Collaboration revenue | 1,100,000 | 9,600,000 | 37,800,000 | 72,400,000 | ||||||||||||||||
Deferred revenue | 30,700,000 | 21,700,000 | 30,700,000 | 21,700,000 | 30,700,000 | 30,700,000 | ||||||||||||||
Celgene [Member] | Third Option Targets [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
License and research services related cost | 33,600,000 | |||||||||||||||||||
Celgene [Member] | License and Pre-IND Services [Member] | Two Option Targets [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
License and research services related cost | $ 70,200,000 | |||||||||||||||||||
Number of option targets with no standalone value | OptionTargets | 2 | |||||||||||||||||||
Celgene [Member] | Minimum [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Option targets under amended and restated agreement extended period | 3 years | |||||||||||||||||||
Celgene [Member] | United States [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Number of option targets | OptionTargets | 2 | |||||||||||||||||||
Celgene [Member] | Non-US [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Number of option targets | OptionTargets | 1 | |||||||||||||||||||
Celgene [Member] | DOT1L [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Clinical development milestone payment | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||||||||||
Additional milestone payments | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
License and research services related cost | $ 2,800,000 | |||||||||||||||||||
Applicable profit margin | 10.00% | |||||||||||||||||||
Celgene [Member] | DOT1L [Member] | License and Pre-IND Services [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Number of option targets with standalone value | OptionTargets | 2 | |||||||||||||||||||
Celgene [Member] | DOT1L [Member] | Maximum [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Additional milestone payments | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Celgene [Member] | Available Targets [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Additional milestone payments | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||||||||||
Additional payments | 65,000,000 | 65,000,000 | 65,000,000 | 65,000,000 | ||||||||||||||||
Celgene [Member] | Option Targets [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Company received upfront payment | 10,000,000 | |||||||||||||||||||
Clinical development milestone payment | 35,000,000 | 35,000,000 | 35,000,000 | 35,000,000 | ||||||||||||||||
Development milestone and license payments associated with the Option Targets | $ 75,000,000 | |||||||||||||||||||
Celgene [Member] | Option Targets [Member] | Maximum [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Additional milestone payments | 365,000,000 | 365,000,000 | 365,000,000 | 365,000,000 | ||||||||||||||||
Development milestone and license payments associated with the Option Targets | 75,000,000 | |||||||||||||||||||
Sales-based milestone payments | 170,000,000 | 170,000,000 | 170,000,000 | 170,000,000 | ||||||||||||||||
GSK [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Upfront payment recorded | $ 3,000,000 | $ 20,000,000 | ||||||||||||||||||
Clinical development milestone payment | 109,000,000 | 109,000,000 | 109,000,000 | 109,000,000 | ||||||||||||||||
Additional milestone payments | 275,000,000 | 275,000,000 | 275,000,000 | 275,000,000 | ||||||||||||||||
Sales-based milestone payments | 218,000,000 | 218,000,000 | 218,000,000 | 218,000,000 | ||||||||||||||||
License and research services related cost | 30,000,000 | |||||||||||||||||||
Cash and accounts receivable | 53,000,000 | |||||||||||||||||||
Collaboration revenue | $ 3,000,000 | 1,400,000 | 25,500,000 | $ 16,400,000 | ||||||||||||||||
Deferred revenue | 1,400,000 | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||||||||
Fixed research funding received | 6,000,000 | |||||||||||||||||||
Milestone payments received | $ 4,000,000 | $ 4,000,000 | 3,000,000 | $ 4,000,000 | 15,000,000 | |||||||||||||||
Research and development services | 9,000,000 | |||||||||||||||||||
Additional substantive preclinical research and development milestone payments | 18,000,000 | $ 18,000,000 | 18,000,000 | 18,000,000 | ||||||||||||||||
Percentage rate of research and development costs | 100.00% | |||||||||||||||||||
Upfront payment recorded | 1,200,000 | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | 1,200,000 | 1,200,000 | ||||||||||||||
Notice period in days | 90 days | |||||||||||||||||||
Collaborative Arrangement [Member] | Roche [Member] | ||||||||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||||||||
Remaining unpaid milestone payments | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 | $ 15,000,000 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 09, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | 25.0% vesting upon the one-year anniversary of the grant and the remaining 75.0% vesting monthly over the following three years | |||
Incentive and non-qualified stock options and restricted stock, vesting period | 4 years | |||
Incentive and non-qualified stock options, expiration period | 10 years | |||
Non-employee stock option awards granted | 0 | 0 | ||
Expected dividend yield | 0.00% | |||
Aggregate stock options granted to employees, including a non-employee | 1,289,755 | 876,385 | 1,514,828 | |
Weighted-average fair value of options granted | $ 14.57 | $ 21.73 | $ 7.85 | |
Grant date fair value of options vested | $ 9.3 | $ 4.9 | $ 0.6 | |
Aggregate intrinsic value of stock option exercised | 11.9 | $ 59.4 | $ 2.1 | |
Unrecognized compensation cost related to stock options | $ 19.3 | |||
Expected weighted average remaining vesting period for recognized cost | 2 years 8 months 12 days | |||
Percentage of employer's matching contribution | 50.00% | |||
Maximum percentage of employee contribution | 3.00% | |||
Contribution to 401 (k) plan | $ 0.4 | $ 0.2 | ||
Non Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | |||
Aggregate stock options granted to employees, including a non-employee | 10,000 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Granted | 37,313 | 0 | 0 | |
Weighted Average Grant Date Fair Value per Share, Granted | $ 18.49 | |||
Intrinsic value of restricted stock vested during period | $ 0 | $ 0.1 | $ 0.4 | |
Restricted Stock [Member] | December 31, 2015 Grant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting terms | One quarter of the 37,313 restricted stock units vested on February 9, 2016, with the remaining three quarters vesting on a monthly basis over the three year period ending February 9, 2019. One quarter of the 80,732 restricted stock units granted on February 9, 2016 vested immediately and the remaining three quarters will vest on a monthly basis over the three year period ending February 9, 2019. | |||
Incentive and non-qualified stock options and restricted stock, vesting period | 3 years | |||
Restricted Stock [Member] | February 9, 2016 Grant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive and non-qualified stock options and restricted stock, vesting period | 3 years | |||
Restricted Stock [Member] | February 9, 2016 Grant [Member] | Subsequent Event [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Granted | 80,732 | |||
Weighted Average Grant Date Fair Value per Share, Granted | $ 9.29 | |||
Vesting Year One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive and non-qualified stock options and restricted stock, vesting percentage | 25.00% | |||
Vesting Remaining Years [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incentive and non-qualified stock options and restricted stock, vesting percentage | 75.00% |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 9,849 | $ 6,864 | $ 2,819 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | 5,155 | 3,299 | 1,072 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Share-based compensation expense | $ 4,694 | $ 3,565 | $ 1,747 |
Employee Benefit Plans - Assump
Employee Benefit Plans - Assumptions Used in Applying Pricing Model (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.60% | 1.60% | 1.00% |
Expected life of options | 6 years | 6 years | 6 years |
Expected volatility of underlying stock | 83.60% | 92.10% | 94.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Employee Benefit Plans - Assu54
Employee Benefit Plans - Assumptions Used in Applying Pricing Model, Non Employees (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | |
Non Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 3.00% | |
Expected life of options | 10 years | |
Expected volatility of underlying stock | 86.30% | |
Expected dividend yield | 0.00% |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of Options, Outstanding, Beginning balance | 2,959,506 | ||
Number of Options, Granted | 1,289,755 | 876,385 | 1,514,828 |
Number of Options, Exercised | (634,760) | ||
Number of Options, Forfeited or expired | (514,508) | ||
Number of Options, Outstanding, Ending balance | 3,099,993 | 2,959,506 | |
Number of Options, Exercisable | 1,332,301 | ||
Number of Options, Vested and expected to vest | 2,882,206 | ||
Weighted Average Exercise Price per Share, Outstanding, Beginning balance | $ 10.66 | ||
Weighted Average Exercise Price per Share, Granted | 20.57 | ||
Weighted Average Exercise Price per Share, Exercised | 1.57 | ||
Weighted Average Exercise Price per Share, Forfeited or expired | 19.41 | ||
Weighted Average Exercise Price per Share, Outstanding, Ending balance | 15.2 | $ 10.66 | |
Weighted Average Exercise Price per Share, Exercisable | 8.70 | ||
Weighted Average Exercise Price per Share, Vested and expected to vest | $ 14.77 | ||
Weighted Average Remaining Contractual Term (In Years), Outstanding | 5 years 10 months 24 days | ||
Weighted Average Remaining Contractual Term (In Years), Exercisable | 3 years 4 months 24 days | ||
Weighted Average Remaining Contractual Term (In Years), Vested and expected to vest | 5 years 8 months 12 days | ||
Aggregate Intrinsic Value, Outstanding | $ 16,854 | ||
Aggregate Intrinsic Value, Exercisable | 14,039 | ||
Aggregate Intrinsic Value, Vested and expected to vest | $ 16,686 |
Employee Benefit Plans - Summ56
Employee Benefit Plans - Summary of Restricted Stock Activity (Detail) - Unvested Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Shares, Granted | shares | 37,313 |
Number of Shares, Vested | shares | 0 |
Number of Shares, Outstanding, Ending balance | shares | 37,313 |
Weighted Average Grant Date Fair Value per Share, Granted | $ / shares | $ 18.49 |
Weighted Average Grant Date Fair Value per Share, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value per Share, Ending balance | $ / shares | $ 18.49 |
Loss per Share - Schedule of Ba
Loss per Share - Schedule of Basic and Diluted Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $ (22,226) | $ (23,065) | $ (25,759) | $ (61,326) | $ (15,035) | $ (19,700) | $ (13,386) | $ (6,884) | $ (132,376) | $ (55,005) | $ (3,483) |
Less: accretion of redeemable convertible preferred stock to redemption value | 264 | ||||||||||
Loss allocable to common stockholders | $ (132,376) | $ (55,005) | $ (3,747) | ||||||||
Weighted average shares outstanding | 39,839 | 33,027 | 17,049 | ||||||||
Basic and diluted loss per share allocable to common stockholders | $ (3.32) | $ (1.67) | $ (0.22) |
Loss per Share - Additional Inf
Loss per Share - Additional Information (Detail) - shares | 1 Months Ended | |||
Feb. 28, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Common stock issued during period | 3,673,901 | 5,913,300 | ||
Common stock in connection with the automatic conversion of its preferred stock | 20,633,046 | |||
Shares outstanding | 41,786,000 | 34,426,000 |
Loss per Share - Common Stock E
Loss per Share - Common Stock Equivalents from Calculation of Diluted Loss per Share Attributable to Common Stockholders (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted loss per share | 3,145 | 2,966 | 4,783 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted loss per share | 3,100 | 2,960 | 4,729 |
Unvested Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted loss per share | 37 | 6 | |
Shares Issuable Under Employee Stock Purchase Plan [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common stock equivalents excluded from the calculation of diluted loss per share | 8 | 6 | 48 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 02, 2012 | |
Related Party Transaction [Line Items] | |||||||||
Issuance of common stock | 3,673,901 | 5,913,300 | |||||||
Redeemable convertible preferred stock conversion ratio | One-for-three | ||||||||
Equity investments in common stock | 41,786,000 | 34,426,000 | |||||||
Beneficial Owner [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Diluted equity | 8.80% | 12.50% | |||||||
Issuance of common stock | 340,000 | 66,666 | |||||||
Redeemable convertible preferred stock conversion ratio | One-for-three | ||||||||
Equity investments in common stock | 3,334,640 | ||||||||
Collaboration revenue related to agreement | $ 1.1 | $ 9.6 | $ 37.8 | ||||||
Deferred revenue | 30.7 | 21.7 | |||||||
Global development co-funding from Celgene | 1.1 | 3.9 | $ 1.9 | ||||||
Accounts receivable related to collaboration arrangement | $ 0.1 | $ 1.1 | |||||||
Beneficial Owner [Member] | Series C [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Redeemable convertible preferred stock, issued | 9,803,922 |
Unaudited Quarterly Results - S
Unaudited Quarterly Results - Summary of Results of Operations on a Quarterly Basis (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Collaboration revenue | $ 555 | $ 358 | $ 736 | $ 911 | $ 10,349 | $ 8,177 | $ 9,494 | $ 13,391 | $ 2,560 | $ 41,411 | $ 68,482 |
Operating expenses: | |||||||||||
Research and development | 16,819 | 16,788 | 20,551 | 57,051 | 20,505 | 22,244 | 17,499 | 15,347 | 111,209 | 75,595 | 57,567 |
General and administrative | 6,017 | 6,676 | 5,970 | 5,237 | 4,935 | 5,669 | 5,306 | 4,956 | 23,900 | 20,866 | 14,042 |
Total operating expenses | 22,836 | 23,464 | 26,521 | 62,288 | 25,440 | 27,913 | 22,805 | 20,303 | 135,109 | 96,461 | 71,609 |
Operating loss | (22,281) | (23,106) | (25,785) | (61,377) | (15,091) | (19,736) | (13,311) | (6,912) | (132,549) | (55,050) | (3,127) |
Other income, net | 55 | 41 | 26 | 51 | 47 | 41 | 38 | 28 | 173 | 154 | (7) |
Loss before income taxes | (22,226) | (23,065) | (25,759) | (61,326) | (15,044) | (19,695) | (13,273) | (6,884) | (132,376) | (54,896) | (3,134) |
Income tax expense (benefit) | (9) | 5 | 113 | 0 | 109 | 349 | |||||
Net loss | $ (22,226) | $ (23,065) | $ (25,759) | $ (61,326) | $ (15,035) | $ (19,700) | $ (13,386) | $ (6,884) | $ (132,376) | $ (55,005) | $ (3,483) |
Loss per share allocable to common stockholders: | |||||||||||
Basic | $ (0.53) | $ (0.56) | $ (0.63) | $ (1.75) | $ (0.44) | $ (0.58) | $ (0.40) | $ (0.22) | $ (3.32) | $ (1.67) | $ (0.22) |
Diluted | $ (0.53) | $ (0.56) | $ (0.63) | $ (1.75) | $ (0.44) | $ (0.58) | $ (0.40) | $ (0.22) | $ (3.32) | $ (1.67) | $ (0.22) |
Weighted average shares outstanding: | |||||||||||
Collaboration revenue | $ 555 | $ 358 | $ 736 | $ 911 | $ 10,349 | $ 8,177 | $ 9,494 | $ 13,391 | $ 2,560 | $ 41,411 | $ 68,482 |
Basic | 41,725 | 41,461 | 41,087 | 34,992 | 34,273 | 33,676 | 33,156 | 30,959 | 39,839 | 33,027 | 17,049 |
Diluted | 41,725 | 41,461 | 41,087 | 34,992 | 34,273 | 33,676 | 33,156 | 30,959 | 39,839 | 33,027 | 17,049 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 41,786,000 | 34,426,000 | ||
Net proceeds from sale of shares after underwriting discounts and commissions, before direct and incremental costs | $ 130,712 | $ 101,283 | $ 82,491 | |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Net proceeds from sale of shares after underwriting discounts and commissions, before direct and incremental costs | $ 130,100 | |||
Subsequent Event [Member] | Public Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 15,333,334 | |||
Net proceeds from sale of shares after underwriting discounts and commissions, before direct and incremental costs | $ 130,100 |