Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Central Index Key | 0001576263 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 1-15803 | ||
Entity Registrant Name | MIRATI THERAPEUTICS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-2693615 | ||
Entity Address, Address Line One | 3545 Cray Court, | ||
Entity Address, City or Town | San Diego, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92121 | ||
City Area Code | 858 | ||
Local Phone Number | 332-3410 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | MRTX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 7,400,000,000 | ||
Entity Common Stock, Shares Outstanding | 55,488,261 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Diego, California |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 413,083 | $ 885,562 |
Short-term investments | 1,078,257 | 504,544 |
Other current assets | 16,643 | 13,537 |
Total current assets | 1,507,983 | 1,403,643 |
Property and equipment, net | 15,824 | 7,809 |
Long-term investment | 8,218 | 15,629 |
Right-of-use asset | 39,900 | |
Other long-term assets | 19,049 | 9,157 |
Total assets | 1,588,754 | 1,476,128 |
Current liabilities | ||
Accounts payable | 35,163 | 18,117 |
Accrued liabilities | 108,495 | 53,355 |
Total current liabilities | 143,658 | 71,472 |
Lease liability | 45,879 | |
Other liabilities | 2,179 | 1,962 |
Total liabilities | 191,716 | 115,339 |
Commitments and contingencies (see Note 14) | ||
Shareholders’ equity | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; none issued and outstanding at both December 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 authorized; 55,356,904 and 50,439,069 issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 55 | 50 |
Additional paid-in capital | 3,099,937 | 2,481,218 |
Accumulated other comprehensive income | 9,068 | 9,759 |
Accumulated deficit | (1,712,022) | (1,130,238) |
Total shareholders’ equity | 1,397,038 | 1,360,789 |
Total liabilities and shareholders’ equity | $ 1,588,754 | $ 1,476,128 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock issued (shares) | 0 | 0 |
Preferred stock outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Common stock authorized (shares) | 100,000,000 | 100,000,000 |
Common stock issued (shares) | 55,356,904 | 50,439,069 |
Common stock outstanding (shares) | 55,356,904 | 50,439,069 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | |||
Total revenue | $ 72,092 | $ 13,398 | $ 3,335 |
Expenses | |||
Research and development | 508,594 | 299,349 | 182,866 |
General and administrative | 136,679 | 83,412 | 42,573 |
Total operating expenses | 645,273 | 382,761 | 225,439 |
Loss from operations | (573,181) | (369,363) | (222,104) |
Other (expense) income, net | (5,304) | 11,426 | 8,848 |
Net loss before tax | (578,485) | (357,937) | (213,256) |
Income tax expense | 3,299 | 0 | 0 |
Net loss | (581,784) | (357,937) | (213,256) |
Unrealized (loss) gain on available-for-sale investments | 691 | 130 | (410) |
Comprehensive loss | $ (582,475) | $ (358,067) | $ (212,846) |
Basic net loss per share (USD per share) | $ (11.21) | $ (7.96) | $ (5.69) |
Diluted net loss per share (USD per share) | $ (11.21) | $ (7.96) | $ (5.69) |
Weighted average common shares outstanding, basic (shares) | 51,882,538 | 44,987,555 | 37,467,505 |
Weighted average common shares outstanding, diluted (shares) | 51,882,538 | 44,987,555 | 37,467,505 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive income | Accumulated deficit |
Balance at beginning of period (shares) at Dec. 31, 2018 | 32,538,857 | ||||
Balance at beginning of period at Dec. 31, 2018 | $ 201,576 | $ 33 | $ 751,109 | $ 9,479 | $ (559,045) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (213,256) | (213,256) | |||
Issuance of common stock and warrants, net of issuance costs (shares) | 4,269,838 | ||||
Issuance of common stock, net of issuance costs | 327,830 | $ 4 | 327,826 | ||
Share-based compensation expense | 55,537 | 55,537 | |||
Issuance of common stock from ESPP (shares) | 14,488 | ||||
Issuance of common stock from ESPP | 675 | 675 | |||
Issuance of common stock under equity incentive plans (shares) | 569,146 | ||||
Issuance of common stock under equity incentive plans | 8,473 | $ 1 | 8,472 | ||
Proceeds from disgorgement of shareholders’ short-swing profits | 1,050 | ||||
Net exercise of warrants (shares) | 2,125,000 | ||||
Net exercise of warrants | 0 | $ 2 | (2) | ||
Unrealized gain (loss) on investments | 410 | 410 | |||
Balance at end of period (shares) at Dec. 31, 2019 | 39,517,329 | ||||
Balance at end of period at Dec. 31, 2019 | 382,295 | $ 40 | 1,144,667 | 9,889 | (772,301) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (357,937) | (357,937) | |||
Issuance of common stock and warrants, net of issuance costs (shares) | 8,124,168 | ||||
Issuance of common stock, net of issuance costs | 1,203,617 | $ 8 | 1,203,609 | ||
Share-based compensation expense | 85,847 | 85,847 | |||
Issuance of common stock from ESPP (shares) | 14,436 | ||||
Issuance of common stock from ESPP | 1,206 | 1,206 | |||
Issuance of common stock under equity incentive plans (shares) | 1,319,901 | ||||
Issuance of common stock under equity incentive plans | $ 45,891 | $ 1 | 45,890 | ||
Net exercise of warrants (shares) | 1,400,000 | 1,463,235 | |||
Net exercise of warrants | $ 0 | $ 1 | (1) | ||
Unrealized gain (loss) on investments | $ (130) | (130) | |||
Balance at end of period (shares) at Dec. 31, 2020 | 50,439,069 | 50,439,069 | |||
Balance at end of period at Dec. 31, 2020 | $ 1,360,789 | $ 50 | 2,481,218 | 9,759 | (1,130,238) |
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (581,784) | (581,784) | |||
Issuance of common stock and warrants, net of issuance costs (shares) | 3,448,275 | ||||
Issuance of common stock, net of issuance costs | 474,697 | $ 3 | 474,694 | ||
Share-based compensation expense | 113,502 | 113,502 | |||
Issuance of common stock from ESPP (shares) | 20,672 | ||||
Issuance of common stock from ESPP | 2,567 | 2,567 | |||
Issuance of common stock under equity incentive plans (shares) | 825,074 | ||||
Issuance of common stock under equity incentive plans | $ 27,958 | $ 1 | 27,957 | ||
Net exercise of warrants (shares) | 623,814 | 623,814 | |||
Net exercise of warrants | $ 0 | $ 1 | (1) | ||
Unrealized gain (loss) on investments | $ (691) | (691) | |||
Balance at end of period (shares) at Dec. 31, 2021 | 55,356,904 | 55,356,904 | |||
Balance at end of period at Dec. 31, 2021 | $ 1,397,038 | $ 55 | $ 3,099,937 | $ 9,068 | $ (1,712,022) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Operating activities: | |||
Net loss | $ (581,784) | $ (357,937) | $ (213,256) |
Non-cash adjustments reconciling net loss to operating cash flows | |||
Non-cash consideration earned from license agreement | 0 | (11,424) | 0 |
Change in fair value of long-term investment | 7,411 | (4,205) | 0 |
Depreciation of property and equipment | 1,781 | 641 | 249 |
Amortization of premium and accretion of discounts on investments | 4,702 | (674) | (3,421) |
Share-based compensation expense | 113,502 | 85,847 | 55,537 |
Changes in operating assets and liabilities: | |||
Other current assets | (3,107) | (4,180) | (5,487) |
Other long-term assets | (9,892) | (3,424) | (4,375) |
Right-of-use asset | 2,210 | 582 | 0 |
Lease liability | 5,315 | (652) | 0 |
Accounts payable, accrued liabilities, deferred revenue and other liabilities | 71,062 | 23,895 | 23,027 |
Cash flows used in operating activities | (388,800) | (271,531) | (147,726) |
Investing activities: | |||
Purchases of short-term investments | (1,422,729) | (662,824) | (530,228) |
Sales and maturities of short-term investments | 843,623 | 527,334 | 355,640 |
Purchases of property and equipment | (9,795) | (4,367) | (1,552) |
Cash flows used in investing activities | (588,901) | (139,857) | (176,140) |
Financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 474,697 | 1,203,617 | 327,830 |
Proceeds from issuance of common stock under equity incentive plans | 27,958 | 45,891 | 8,473 |
Proceeds from disgorgement of shareholders’ short-swing profits | 0 | 0 | 1,050 |
Proceeds from issuances under ESPP | 2,567 | 1,206 | 675 |
Cash flows provided by financing activities | 505,222 | 1,250,714 | 338,028 |
(Decrease) increase in cash, cash equivalents and restricted cash | (472,479) | 839,326 | 14,162 |
Cash, cash equivalents and restricted cash, beginning of year | 886,182 | 46,856 | 32,694 |
Cash, cash equivalents and restricted cash, end of year | 413,703 | 886,182 | 46,856 |
Reconciliation of cash, cash equivalents and restricted cash, end of year: | |||
Cash and cash equivalents | 413,083 | 885,562 | 46,535 |
Restricted cash included in other long-term assets | 620 | 620 | 321 |
Total cash, cash equivalents and restricted cash | 413,703 | 886,182 | 46,856 |
Supplemental disclosures of non-cash investing activities: | |||
Accrued capital expenditures | 583 | 292 | 0 |
Allowance utilized for tenant improvements | 0 | 2,015 | 0 |
Initial recognition of operating right-of-use asset | 0 | 39,890 | 0 |
Initial recognition of operating lease liability | $ 0 | $ 41,905 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Mirati Therapeutics, Inc. (“Mirati” or the “Company”) is a clinical-stage oncology company developing product candidates to address the genetic and immunological promoters of cancer. The Company was incorporated under the laws of the State of Delaware on April 29, 2013 as Mirati Therapeutics, Inc. and is located in San Diego, California. The Company has a wholly owned subsidiary in Canada, MethylGene, Inc. (“MethylGene”), a wholly owned subsidiary in the Netherlands (“Mirati Therapeutics B.V.”) and operates in the United States. The Company’s common stock has been listed on the Nasdaq Global Select Market since June 5, 2018, and was previously listed on the Nasdaq Capital Market since July 15, 2013, under the ticker symbol “MRTX.” |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Basis of Presentation These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These consolidated financial statements include the accounts of the Company and MethylGene and Mirati Therapeutics B.V. All significant inter-company transactions, balances and expenses have been eliminated upon consolidation. Mirati was incorporated under the laws of the State of Delaware on April 29, 2013. On May 8, 2013, the Company’s Board of Directors approved and the Company entered into an arrangement agreement with MethylGene and MethylGene became a wholly-owned subsidiary. On August 3, 2021, Mirati Therapeutics B.V. was formed in Amsterdam, Netherlands, and became a wholly-owned subsidiary. These consolidated financial statements are presented in United States (“U.S.”) Dollars, which is also the functional currency of the Company. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. Any revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Cash, Cash Equivalents and Short-term Investments Cash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less. Investments with an original maturity of more than ninety days are considered short-term investments and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current consolidated balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, and the unrealized gains and losses are reported as a component of accumulated other comprehensive income in shareholders’ equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. Concentration of Credit Risk The Company invests its excess cash in accordance with its investment policy. The Company’s investments are comprised primarily of commercial paper and debt instruments of financial institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. The Company mitigates credit risk by maintaining a diversified portfolio and limiting the amount of investment exposure as to institution, maturity and investment type. Financial instruments that potentially subject the Company to significant credit risk consist principally of cash equivalents and short-term investments. Revenue Recognition The Company recognizes revenue in connection with certain collaboration and license agreements in accordance with the guidance of Revenue From Contracts With Customers , Accounting Standards Codification (“ASC”) Topic 606 (“Topic 606”). Under Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Property and Equipment, Net Property and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to consolidated net loss during the financial period in which they are incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Computer equipment 3 years Office and other equipment 6 years Laboratory equipment 6 years Leasehold improvements The lesser of the lease term or the life of the asset Upon disposal or impairment of property and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in consolidated net loss. Impairment of Long-Lived Assets The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, including its eventual residual value, is compared to the carrying value to determine whether impairment exists. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their estimated fair values. Fair value is estimated through discounted cash flow models to project cash flows from the asset. The Company recognized no impairment charges for the years ended December 31, 2021, 2020 and 2019. Share-Based Compensation Expense The Company measures and recognizes compensation expense for share-based payments based on estimated fair value as of the grant date. The fair value of restricted stock units is determined using the intrinsic value method. The fair value of performance stock units, which vest based on the achievement of pre-established performance goals, is determined using the intrinsic value method and the probability that the specified performance criteria will be met. The fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of certain estimates and assumptions that affect the amount of share-based compensation expense recognized in the Company’s consolidated financial statements. These assumptions include the expected volatility of the Company’s stock price, expected term of the options, the risk-free interest rate and expected dividend yields. Share-based compensation expense is recognized using the graded accelerated vesting method. Research and Development Expenses Research and development expenses are charged to consolidated net loss in the period in which they are incurred and are comprised of the following types of costs incurred in performing research and development activities: contract services for clinical trials and related clinical manufacturing costs, salaries and benefits including share-based compensation expense, costs for allocated facilities and depreciation of equipment and license fees paid in connection with the Company’s early discovery efforts. General and Administrative Expenses General and administrative expenses consist primarily of salaries and related benefits, including share-based compensation expense, related to the Company’s executive, finance, legal, commercial and support functions. Other general and administrative expenses include professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance. Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For the Company's operating leases, if the interest rate used to determine the present value of future lease payments it not readily determinable, the Company estimates its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate lease and non-lease components. Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in net loss in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet “a more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. Segment Reporting Operating segments are components of a business where separate discrete financial information is available for evaluation by the chief operating decision-maker for purposes of making decisions regarding resource allocation and assessing performance. To date, the Company and the chief operating decision-maker has viewed its operations and managed its business as one segment operating primarily in the United States. Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents as they are anti-dilutive. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period, as well as certain shares that are contingently issuable. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option and warrant agreements, as well as restricted stock units and performance stock units. The following table presents the weighted average number of common share equivalents, calculated using the treasury stock method, as well as certain shares that are contingently issuable, not included in the calculation of diluted net loss per share due to the anti-dilutive effect of the securities: Year Ended December 31, 2021 2020 2019 Common stock options 2,358,594 2,503,294 2,403,055 Common stock warrants 7,713,576 9,210,824 10,231,006 Unvested restricted stock units and performance stock units 656,158 347,261 — Total 10,728,328 12,061,379 12,634,061 Recently Issued and Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | The following tables summarize the Company’s short-term investments (in thousands): As of December 31, 2021 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 236,170 $ 36 $ (248) $ 235,958 Commercial paper 1 year or less 621,947 127 (95) 621,979 U.S. Agency bonds 1 years or less 58,092 — — 58,092 U.S. Treasury bills 2 years or less 162,500 — (272) 162,228 $ 1,078,709 $ 163 $ (615) $ 1,078,257 As of December 31, 2020 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 130,814 $ 160 $ (4) $ 130,970 Commercial paper 1 year or less 240,725 58 (18) 240,765 U.S. Agency bonds 2 years or less 83,227 37 (1) 83,263 U.S. Treasury bills 2 years or less 49,539 10 (3) 49,546 $ 504,305 $ 265 $ (26) $ 504,544 The Company has classified all of its short-term investments as available-for-sale as the sale of such securities may be required prior to maturity to implement management strategies, and accordingly, carries these investments at fair value. As of December 31, 2021, and December 31, 2020, aggregated gross unrealized losses of available-for-sale investments were not material, and accordingly, no allowance for credit losses was recorded. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The Company has certain financial assets and liabilities recorded at fair value which have been classified as Level 1, 2 or 3 within the fair value hierarchy as described in the accounting standards for fair value measurements. The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy: • Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The following table summarizes the assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 19,347 $ 19,347 $ — $ — Money market funds 393,736 393,736 — — Total cash and cash equivalents 413,083 413,083 — — Short-term investments: U.S. Treasury bills 162,228 162,228 — — Corporate debt securities 235,958 — 235,958 — Commercial paper 621,979 — 621,979 — U.S. Agency bonds 58,092 — 58,092 — Total short-term investments 1,078,257 162,228 916,029 — Long-term investment: ORIC Pharmaceuticals, Inc. 8,218 — — 8,218 Total $ 1,499,558 $ 575,311 $ 916,029 $ 8,218 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 20,398 $ 20,398 $ — $ — Money market funds 865,164 865,164 — — Total cash and cash equivalents 885,562 885,562 — — Short-term investments: U.S. Treasury bills 49,546 49,546 — — Corporate debt securities 130,970 — 130,970 — Commercial paper 240,765 — 240,765 — U.S. Agency bonds 83,263 — 83,263 — Total short-term investments 504,544 49,546 454,998 — Long-term investment: ORIC Pharmaceuticals, Inc. 15,629 — — 15,629 Total $ 1,405,735 $ 935,108 $ 454,998 $ 15,629 The Company’s investments in Level 1 assets are valued based on publicly available quoted market prices for identical securities as of December 31, 2021 and 2020. The Company determines the fair value of Level 2 related securities with the aid of valuations provided by third parties using proprietary valuation models and analytical tools. These valuation models and analytical tools use market pricing or prices for similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. The Level 3 fair value measurement of the Company’s long-term investment in ORIC Pharmaceuticals, Inc., which was acquired in 2020, utilized a combination of the Asian Protective Put Option and Finnerty Put Option fair value techniques with unobservable inputs of 69% volatility and an expected term of 0.1 years to determine the discount for lack of marketability of 5.0%. See Note 8 for further details on the license agreement with ORIC Pharmaceuticals, Inc. There were no transfers between fair value measurement levels for the years ended December 31, 2021 and 2020. The following table presents the changes in estimated fair value of the Company’s asset measured using significant unobservable inputs (Level 3) (in thousands): December 31, 2021 2020 Balance - beginning of year $ 15,629 $ — Additions — 11,424 Change in fair value (7,411) 4,205 Balance - end of year $ 8,218 $ 15,629 |
Other Current Assets and Other
Other Current Assets and Other Long-Term Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets and Other Long-Term Assets | Other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 11,895 $ 8,158 Deposits and other receivables 2,235 3,075 Interest receivables 2,513 2,304 $ 16,643 $ 13,537 The other long-term assets balance of $19.0 million as of December 31, 2021 consisted of $18.4 million in deposits paid in connection with the Company’s research and development activities, and $0.6 million for a letter of credit secured by restricted cash in connection with the lease of the Company’s corporate headquarters. The other long-term assets balance of $9.2 million as of December 31, 2020 consisted of $8.6 million in deposits paid in conjunction with the Company’s research |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 9,733 $ 5,310 Leasehold improvements 6,275 3,639 Office and other equipment 2,131 329 Computer equipment 507 201 Gross property and equipment 18,646 9,479 Less: Accumulated depreciation (2,822) (1,670) Property and equipment, net $ 15,824 $ 7,809 |
Accrued Liabilities and Other L
Accrued Liabilities and Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Liabilities and Other Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued clinical expense $ 29,038 $ 19,221 Accrued manufacturing expense 34,153 13,019 Accrued development expense 10,910 5,439 Accrued compensation and benefits 25,845 13,964 Other accrued expenses 8,549 1,712 $ 108,495 $ 53,355 |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
License and Collaboration Agreements | BeiGene Agreement Terms of Agreement On January 7, 2018, the Company and BeiGene Ltd, (“BeiGene”) entered into a Collaboration and License Agreement (the “BeiGene Agreement”), pursuant to which the Company and BeiGene agreed to collaboratively develop sitravatinib in Asia (excluding Japan and certain other countries), Australia and New Zealand (the “BeiGene Licensed Territory”). Under the BeiGene Agreement, the Company granted BeiGene an exclusive license to develop, manufacture and commercialize sitravatinib in the BeiGene Licensed Territory, with Mirati retaining exclusive rights for the development, manufacture and commercialization of sitravatinib outside the BeiGene Licensed Territory. As consideration for the rights granted to BeiGene under the BeiGene Agreement, BeiGene paid the Company a non-refundable, non-creditable up-front fee of $10.0 million. BeiGene is also required to make milestone payments to the Company of up to an aggregate of $123.0 million upon the first achievement of specified clinical, regulatory and sales milestones. The BeiGene Agreement additionally provides that BeiGene is obligated to pay to the Company royalties at tiered percentage rates ranging from mid-single digits to twenty percent on annual net sales of licensed products in the BeiGene Licensed Territory, subject to reduction under specified circumstances. The BeiGene Agreement also provides that the Company will supply BeiGene with sitravatinib for use in BeiGene’s development activities in the BeiGene Licensed Territory. The BeiGene Agreement will terminate upon the expiration of the last royalty term for the licensed products, which is the latest of (i) the date of expiration of the last valid patent claim related to the licensed products under the BeiGene Agreement, (ii) 10 years after the first commercial sale of a licensed product and (iii) the expiration of any regulatory exclusivity as to a licensed product. BeiGene may terminate the BeiGene Agreement at any time by providing 60 days prior written notice to the Company. Either party may terminate the BeiGene Agreement upon a material breach by the other party that remains uncured following 60 days after the date of written notice of such breach or upon certain bankruptcy events. In addition, the Company may terminate the BeiGene Agreement upon written notice to BeiGene under specified circumstances if BeiGene challenges the licensed patent rights. Revenue Recognition The Company evaluated the BeiGene Agreement under Topic 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under the BeiGene Agreement, the Company performed the following steps: (i) identified the promised goods or services in the contract; (ii) determined whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measured the transaction price, including any constraints on variable consideration; (iv) allocated the transaction price to the performance obligations; and (v) recognized revenue when (or as) the Company satisfied each performance obligation. The Company determined the transaction price was equal to the up-front fee of $10.0 million. The transaction price was allocated to the performance obligations on the basis of the relative stand-alone selling price estimated for each performance obligation. In estimating the stand-alone selling price for each performance obligation, the Company developed assumptions that require judgment and included forecasted revenues, expected development timelines, discount rates, probabilities of technical and regulatory success and costs for manufacturing clinical supplies. As such, of the up-front fee, the Company allocated $9.5 million to the license of the Company’s intellectual property, bundled with the associated know-how, and $0.5 million to the initial obligation to supply sitravatinib for clinical development in the BeiGene Licensed Territory. Licenses of Intellectual Property. The license to the Company’s intellectual property, bundled with the associated know-how, represents a distinct performance obligation. The license and associated know-how was transferred to BeiGene during the three months ended March 31, 2018, therefore the Company recognized the full revenue related to this performance obligation in the amount of $9.5 million during the year ended December 31, 2018 as license and collaboration revenues in its consolidated statements of operations and comprehensive loss. Manufacturing Supply Services. The Company’s initial obligation to supply sitravatinib for clinical development in the BeiGene Licensed Territory represents a distinct performance obligation. The Company recognizes revenue when BeiGene obtains control of the goods, upon delivery, over the period of the obligation, which began in late 2018 and continued into 2021. The Company recognized $0.4 million as license and collaboration revenues for this performance obligation for the year ended December 31, 2021. The Company recognized $2.0 million for this performance obligation during the year ended December 31, 2020, of which $1.8 million relates to cost-sharing payments due from BeiGene, and $0.2 million relates to recognition from the deferred revenue balance. The Company recognized $3.3 million for this performance obligation during the year ended December 31, 2019, of which $3.0 million relates to cost-sharing payments due from BeiGene, and $0.3 million relates to recognition from the deferred revenue balance. The Company recorded a cost-sharing receivable from BeiGene within other current assets on the consolidated balance sheets of $0.3 million and $1.3 million as of December 31, 2021 and 2020, respectively. Milestone Payments. The Company is entitled to development milestones under the agreement. The Company recognized $5.0 million milestone payment related to the initiation of the first pivotal clinical trial in the BeiGene Licensed Territory during the year ended December 31, 2021, and did not recognize revenue associated with development milestones during the years ended December 31, 2020 or 2019. The Company is also entitled to certain regulatory milestone payments which are paid upon receipt of regulatory approvals within the BeiGene Licensed Territory. The Company determined that as of December 31, 2021, the remaining potential milestone payments are probable of significant revenue reversal as their achievement is highly dependent on factors outside the Company’s control. Therefore, these payments have been fully constrained and are therefore not recognized as revenue. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint, and if necessary, adjust its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect the reported amount of license and collaboration revenues in the period of adjustment. Royalties. As the license is deemed to be the predominant item to which sales-based royalties relate, the Company will recognize revenue when the related sales occur. No royalty revenue was recognized during the years ended December 31, 2021, 2020, or 2019. Pfizer Agreement In October 2014, the Company entered into a drug discovery collaboration and option agreement with Array BioPharma, Inc. (“Array,” acquired by Pfizer Inc. (“Pfizer”) during 2019) whereby Array provided services to facilitate the discovery, optimization and development of small molecule compounds that bind and specifically inhibit KRAS G12C. In June 2017, the two parties entered into a second, separate discovery collaboration and option agreement whereby Array provided services to facilitate the discovery, optimization and development of small molecule compounds that bind and specifically inhibit KRAS G12D. Both agreements established an option mechanism which enabled the Company to elect an exclusive worldwide license under the technology for the development and commercialization of certain products based on such compounds. Under the agreements, following the joint discovery periods which have concluded, the Company executed its options to retain exclusive worldwide licenses to develop, manufacture and commercialize inhibitors of KRAS G12C and KRAS G12D, including but not limited to, MRTX849 (adagrasib is the provisionally filed name for MRTX849) and MRTX1133. Under each agreement, Pfizer is entitled to potential development milestone payments of up to $9.3 million, and tiered sales milestone payments of up to $337.0 million based upon worldwide net sales, and tiered royalties in the high single digits to mid-teens on worldwide net sales of products arising from the collaborations. Under the agreements, the Company has incurred $9.5 million in development milestone payments from inception through December 31, 2021. The royalty term for each agreement shall be payable on a country-by-country and product-by-product basis, and separately will terminate at the later of (i) the date of expiration of the last valid patent claim within the collaboration patent rights or the Pfizer background technology covering such product in the country in which such product is sold at the time of such sale, or (ii) 10 years after the first commercial sale of such product in such country. The Company may terminate each agreement at any time by providing 60 days prior written notice to Pfizer. Either party may terminate each agreement upon a material breach by the other party that remains uncured following 60 days after the date of written notice of such breach or upon certain bankruptcy events. For the year ended December 31, 2021, the Company incurred expenses under these agreements with Pfizer of $5.0 million related to initiation of the first Phase 3 trial for adagrasib. For the year ended December 31, 2020, the Company incurred expenses of $4.8 million, consisting of a $3.0 million milestone payment for initiation of the first Phase 2 trial for adagrasib, a $0.3 million milestone payment for initiation of the first regulatory toxicology study for MRTX1133, and $1.5 million in research and development services. For the year ended December 31, 2019, the Company incurred expense of $7.0 million, consisting of a $1.0 million milestone payment for initiation of the first Phase 1 trial for adagrasib, and $6.0 million in research and development services. ORIC Pharmaceuticals Agreement Terms of Agreement On August 3, 2020, the Company entered into a license agreement with ORIC Pharmaceuticals, Inc. (“ORIC”) pursuant to which the Company granted to ORIC an exclusive, worldwide license to develop and commercialize the Company’s allosteric polycomb repressive complex 2 (“PRC2”) inhibitors for all indications (the “ORIC License Agreement”). In accordance with the terms of the ORIC License Agreement, in exchange for such license, ORIC issued 588,235 shares of its common stock (the “Shares”) to the Company on August 3, 2020. The Shares were issued under a stock issuance agreement entered into between ORIC and the Company, dated August 3, 2020. During the eighteen-month period following the date of the stock issuance agreement, the Company is subject to certain transfer restrictions. ORIC is not obligated to pay the Company milestone payments or royalty payments under the ORIC License Agreement. Unless terminated earlier, the ORIC License Agreement will continue in effect on a country-by-country and licensed product-by-licensed product basis until the later (a) the expiration of the last valid claim of a licensed patent covering such licensed product in such country or (b) 10 years after the first commercial sale of such licensed product in such country. Following the expiration of the ORIC License Agreement, ORIC will retain its licenses under the intellectual property the Company licensed to ORIC on a royalty-free basis. The Company and ORIC may each terminate the ORIC License Agreement if the other party materially breaches the terms of such agreement, subject to specified notice and cure provisions, or enters into bankruptcy or insolvency proceedings. The Company may terminate the agreement if ORIC challenges any of the patent rights licensed to ORIC by the Company or if ORIC discontinues development of licensed products for a specified period of time. ORIC also has the right to terminate the ORIC License Agreement without cause by providing prior written notice to the Company. Revenue Recognition The Company accounted for the ORIC License Agreement under Topic 606 and identified the granting of an exclusive, worldwide license to develop and commercialize the Company’s allosteric PRC2 inhibitors for all indications as a distinct performance obligation since ORIC can benefit from the license on its own by developing and commercializing the underlying product using its own resources. In determining the transaction price, the Company received the Shares as non-cash consideration. The Company allocated the entire transaction price to the distinct performance obligation described above, and the license and related know-how was transferred to ORIC during the third quarter of 2020. Therefore, the Company recognized the entire transaction price of $11.4 million as license and collaboration revenues in its consolidated statements of operations and comprehensive loss during the year ended December 31, 2020 . The Shares are carried at fair value and are recorded on the consolidated balance sheet as a long-term investment. Any change in fair value is recorded within other (expense) income, net on the consolidated statements of operations and comprehensive loss. The value of the long-term investment is determined by utilizing a Level 3 fair value measurement as further described in Note 4. Zai Agreement Terms of Agreement On May 28, 2021, the Company and Zai Lab Ltd. (“Zai”) entered into a Collaboration and License Agreement (the “Zai Agreement”), pursuant to which the Company and Zai agreed to collaboratively develop adagrasib in China, Hong Kong, Macau and Taiwan (collectively, the “Zai Licensed Territory”). Under the Zai Agreement, the Company granted Zai the rights to research, develop, manufacture and exclusively commercialize adagrasib in all indications in the Zai Licensed Territory, with the Company retaining exclusive rights for the development, manufacture and commercialization of adagrasib outside the Zai Licensed Territory and certain co-commercialization, manufacture, and development rights in the Zai Licensed Territory. Zai is obligated to participate in selected global, registration-enabling clinical trials and enroll patients in the Zai Licensed Territory at Zai’s expense. As consideration for the rights granted to Zai under the Zai Agreement, Zai agreed to pay the Company a non-refundable, non-creditable up-front fee of $65.0 million. Under the Zai Agreement, the Company is entitled to potential development and regulatory-based milestone payments of up to $93.0 million, and tiered sales milestone payments of up to $180.0 million based on net sales in the Zai Licensed Territory. The Zai Agreement additionally provides that Zai is obligated to pay to the Company royalties at tiered percentage rates ranging from the high-teens to the low-twenties on annual net sales of licensed products in the Zai Licensed Territory, subject to reduction under specified circumstances. The Zai Agreement also provides that the Company will supply Zai with adagrasib for use in Zai’s development activities in the Zai Licensed Territory at Zai’s expense. The Zai Agreement will terminate on a licensed product-by-licensed product basis and on a region-by-region basis in the Zai Licensed Territory, upon the later to occur of (i) the date of expiration of the last valid claim covering such licensed product in such region, (ii) the date that is ten years after the date of the first commercial sale in such region and (iii) the expiration date of any regulatory exclusivity for such licensed product in such region, or for a co-commercialized product on the date the parties agree to terminate such co-commercialization, or in its entirety upon the expiration of all payment obligations under the Zai Agreement. Zai may terminate the Zai Agreement at any time by providing 12 months’ notice to the Company. Either party may terminate the Zai Agreement upon a material breach by the other party that remains uncured or upon certain bankruptcy events. In addition, the Company may terminate the Zai Agreement if Zai challenges the licensed patent rights. Revenue Recognition The Company evaluated the Zai Agreement under Topic 606. The Company determined that two performance obligations existed: (1) the license to intellectual property, bundled with the associated know-how and (2) the Company’s initial obligation to supply adagrasib for clinical development in the Zai Licensed Territory. At the time it entered into the Zai Agreement, the Company determined the transaction price was equal to $66.6 million, which includes the up-front fee and other incidental amounts. In estimating the stand-alone selling price for each performance obligation, the Company developed assumptions that require judgment and included forecasted revenues, expected development timelines, discount rates, probabilities of technical and regulatory success, forecasted costs for manufacturing clinical supplies and cost savings related to Zai’s participation in selected trials. The Company allocated the full transaction price to the license to the Company’s intellectual property, bundled with the associated know-how. The Company concluded the variable payments related to the Company’s initial obligation to supply adagrasib for clinical development in the Zai Licensed Territory relate specifically to the Company’s efforts to satisfy this performance obligation and the obligation to provide the initial clinical supply approximates the stand-alone selling price. Payments under the Zai Agreement are subject to foreign tax withholdings. Licenses of Intellectual Property. The license to the Company’s intellectual property, bundled with the associated know-how, represents a distinct performance obligation. The license and associated know-how was transferred to Zai during the year ended December 31, 2021, therefore, the Company recognized revenue of $66.6 million as license and collaboration revenues and $3.3 million as income tax expense in its consolidated statements of operations and comprehensive loss during the year ended December 31, 2021. Manufacturing Supply Services. The Company’s initial obligation to supply adagrasib for clinical development in the Zai Licensed Territory represents a distinct performance obligation. As such, the Company will recognize revenue when Zai obtains control of the goods. No revenue related to this performance obligation was recognized for the year ended December 31, 2021. The Company may also become responsible for manufacturing adagrasib for commercial supply and will receive reimbursement that approximates stand-alone selling prices. Milestone Payments. The Company is entitled to development milestone payments and certain regulatory and sales milestone payments which are paid upon achievement of the development milestones, upon receipt of regulatory approvals and annual net sales thresholds within the Zai Licensed Territory under the Zai Agreement. The Company evaluated whether or not the milestones are considered probable of being reached and determined that their achievement is highly dependent on factors outside of the Company’s control. These payments have been fully constrained and therefore are not included in the transaction price. At the end of each subsequent reporting period, the Company will re-evaluate the probability of achievement of each milestone and any related constraint and, if necessary, adjust its estimate of the overall transaction price. Any such adjustments will be recorded on a cumulative catch-up basis, which would affect the reported amount of license and collaboration revenues in the period of adjustment. Royalties. As the license is deemed to be the predominant item to which sales-based royalties relate, the Company will recognize revenue when the related sales occur. No royalty revenue was recognized during the year ended December 31, 2021. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Common Stock The following shares were reserved for future issuance: December 31, 2021 Common stock options outstanding 4,532,252 Restricted stock units outstanding 1,002,178 Warrants to purchase common stock 7,605,811 Employee Stock Purchase Plan 107,764 Shares available for grant 2,743,693 Total 15,991,698 Sale of Common Stock In November 2021, the Company sold 3,448,275 shares of its common stock at a public offering price of $145.00 per share. After deducting underwriter discounts, commissions and estimated offering expenses, the Company received net proceeds from the transaction of $474.7 million. In October 2020, the Company sold 4,585,706 shares of its common stock at a public offering price of $202.00 per share. After deducting underwriter discounts, commissions and estimated offering expenses, the Company received net proceeds from the transaction of approximately $879.6 million. In January 2020, the Company sold 3,538,462 shares of its common stock at a public offering price of $97.50 per share. After deducting underwriter discounts, commissions and offering expenses, the Company received net proceeds from the transaction of $324.0 million. In June 2019, the Company sold 2,415,000 shares of its common stock at a public offering price of $97.00 per share. After deducting underwriter discounts, commissions and offering expenses, the Company received net cash proceeds from the transaction of $219.9 million. In January 2019, the Company sold 1,854,838 shares of its common stock at a public offering price of $62.00 per share. After deducting underwriter discounts, commissions and offering expenses, the Company received net cash proceeds from the transaction of $107.9 million. At-the-Market Facility On July 2, 2020, the Company entered into a sales agreement pursuant to which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $200.0 million. On July 2, 2021, the Company entered into an amended and restated sales agreement pursuant to which the Company may, from time to time, sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to $500.0 million. As of December 31, 2021, the Company has not offered or sold any shares of common stock pursuant to this sales agreement. Disgorgement Proceeds In January 2019, the Company received a payment of $1.1 million representing a disgorgement of short-swing profits from the sale of common stock by a beneficial owner pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended. The Company recognized these proceeds as a capital contribution from shareholders and reflected a corresponding increase to additional paid-in capital. Warrants As of December 31, 2021, the following warrants for common stock were issued and outstanding: Issue Date Expiration Date Exercise Price Number of Warrants Outstanding January 11, 2017 None $ 0.001 3,578,036 November 20, 2017 None $ 0.001 3,669,360 June 11, 2018 None $ 0.001 358,415 7,605,811 During the year ended December 31, 2021, warrants for 623,821 shares of the Company’s common stock were exercised via cashless exercises, resulting in the issuance of 623,814 shares of common stock. During the year ended December 31, 2020, warrants for 1,400,012 shares of the Company’s common stock were exercised via cashless exercise, resulting in the issuance of 1,400,000 shares of common stock, and warrants for 63,235 shares of the common stock were exercised for cash, generating immaterial net proceeds. During the year ended December 31, 2019, warrants for 2,125,033 shares of the Company’s common stock were exercised via cashless exercises, resulting in the issuance of 2,125,000 shares of common stock. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Equity Incentive Plan The Company has a stock option plan (the “Stock Option Plan”) for the benefit of employees, directors, officers and consultants of the Company. In May 2013 the Company’s Board of Directors adopted the 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan was approved by the Company’s shareholders in connection with the Arrangement. The Company’s Board of Directors and shareholders approved an amendment to the 2013 Plan in 2021 to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2013 Plan by 2.5 million shares. The 2013 Plan is a continuation of and successor to the Stock Option Plan and no further grants will be made under the Stock Option Plan. As of December 31, 2021, there were approximately 2.6 million shares available to be granted from the 2013 Plan. In December 2019, the Company’s Board of Directors adopted the Inducement Plan, reserving 417,343 shares of the Company’s common stock for issuance of stock options and other equity-based awards to new employees who satisfy the standards for inducement grants in accordance with the Nasdaq Stock Market LLC listing rules. As of December 31, 2021, there were 121,574 shares available to be issued from the Inducement Plan. As of December 31, 2021, share-based compensation awards under both the Stock Option Plan and the 2013 Plan consist of incentive and non-qualified stock options, and restricted stock units. Stock options granted under each of the plans must have an exercise price equal to at least 100% of the fair market value of the Company’s common stock on the date of grant and generally vest over four years. Stock options granted under the Stock Option Plan had a contractual term of seven years and stock options granted under the 2013 Plan have a contractual term of ten years. Stock Options The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2021: Number of Weighted Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Balance outstanding as of December 31, 2020 4,429,489 $ 58.82 Granted 1,012,211 $ 177.84 Exercised (673,095) $ 41.54 Forfeited and expired (236,353) $ 108.53 Balance outstanding as of December 31, 2021 4,532,252 $ 85.38 6.9 $ 311.7 Options exercisable at December 31, 2021 2,685,192 $ 50.44 5.7 $ 261.2 The total intrinsic value of stock options exercised was $91.1 million, $121.5 million and $38.6 million for the years ended December 31, 2021, 2020, and 2019, respectively. The Company received total cash of $28.0 million, $45.9 million and $8.5 million for the exercise of options for the years ended December 31, 2021, 2020 and 2019, respectively. The total fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was $58.3 million, $52.1 million and $20.4 million, respectively. Upon option exercise, the Company issues new shares of its common stock. The fair value of options granted is estimated at the date of grant using the Black-Scholes option pricing model. Forfeitures are accounted for as incurred as a reversal of any share-based compensation expense related to options that will not vest. The assumptions used for the specified reporting periods and the resulting estimates of weighted-average estimated fair value per share of options granted during those periods are as follows: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.8% 1.1% 2.2% Dividend yield —% —% —% Volatility factor 76.9% 81.5% 82.1% Expected term (in years) 5.1 5.6 5.6 Weighted average estimated fair value per share $110.43 $77.92 $52.03 Risk-Free Interest Rate - The risk-free interest rate is the rate for periods equal to the expected term of the stock option based on U.S. Treasury zero-coupon bonds. Dividend Yield - The dividend yield is based on the Company’s history and expectation of dividend payouts. The Company has not paid, and does not intend to pay dividends. Volatility Factor - The expected volatility assumption was determined by examining the historical volatility of the Company’s stock. Expected Term - The expected term represents the weighted average period the stock options are expected to be outstanding. The total compensation cost not yet recognized as of December 31, 2021 related to non-vested option awards was $88.8 million which will be recognized over a weighted-average period of 1.3 years. Restricted Stock Units (“RSUs”) The Company began issuing RSUs during 2020. The RSUs generally vest annually over four years and are subject to continued service. A summary of the Company’s RSU activity for the year ended December 31, 2021 is as follows: Number of Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (millions) Balance outstanding as of December 31, 2020 450,260 $ 114.58 Granted 484,409 $ 182.35 Releases (148,551) $ 117.35 Canceled/forfeited (65,551) $ 147.70 Balance outstanding as of December 31, 2021 720,567 $ 156.55 $ 105.7 The total vest date fair value of RSUs that vested during the year ended December 31, 2021 was $17.4 million. The total compensation cost not yet recognized as of December 31, 2021 related to non-vested RSUs was $67.6 million, which will be recognized over a weighted-average period of 2.0 years. Performance Stock Units (“PSUs”) The Company began issuing PSUs during 2020. The PSUs generally vest upon achieving certain performance goals and are subject to continued service. A summary of the Company’s PSU activity for the year ended December 31, 2021 is as follows: Number of Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (millions) Balance outstanding as of December 31, 2020 15,000 $ 101.00 Granted 323,337 $ 158.96 Releases (3,428) $ 212.93 Canceled/forfeited (53,298) $ 146.48 Balance outstanding as of December 31, 2021 281,611 $ 157.58 $ 41.3 The total vest date fair value of PSUs that vested during the year ended December 31, 2021 was $0.7 million. The total compensation cost not yet recognized as of December 31, 2021 related to non-vested PSUs was $5.4 million, which will be recognized over a weighted-average period of 3.1 years. Total share-based compensation expense by consolidated statement of operations and comprehensive loss classification is presented below (in thousands): Year ended December 31, 2021 2020 2019 Research and development expense $ 68,496 $ 48,044 $ 31,024 General and administrative expense 45,006 37,803 24,513 $ 113,502 $ 85,847 $ 55,537 For the years ended December 31, 2021, 2020 and 2019, no share-based compensation expense was capitalized and there were no recognized tax benefits associated with the share-based compensation charge. 2013 Employee Stock Purchase Plan In May 2013, the Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP was approved by the Company’s shareholders in connection with the Arrangement. In December 2014, the ESPP became effective and the first purchase period began. The ESPP permits eligible employees to make payroll deductions to purchase up to $25,000 of the Company’s common stock on regularly scheduled purchase dates at a discount. Offering periods under the ESPP are not more than six months in duration and shares are purchased at 85% of the lower of the closing price for the Company’s common stock on the first day of the offering period or the date of purchase. The ESPP initially authorized the issuance of 300,000 shares of the Company’s common stock pursuant to rights granted to employees for their payroll deductions. As of December 31, 2021, 192,236 shares have been issued out of the plan. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | The Company has a defined contribution 401(k) plan (the “Plan”) for all employees. Employees are eligible to participate in the Plan if they are at least 21 years of age or older. Under the terms of the Plan, employees may make voluntary contributions as a percentage of compensation. During the years ended December 31, 2021 and 2020, the Company matched up to 5% of an employee’s earnings, subject to Internal Revenue Service limitations. In 2019, the Company matched up to 4% of an employee’s contributions, subject to a limit of $2,500. Expense associated with the Company’s matching contribution totaled $2.5 million, $1.3 million, and $0.2 million for the years ended December 31, 2021, 2020, and 2019 respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The income tax expense recorded during the year ended December 31, 2021, of $3.3 million was related to foreign withholding taxes on the up-front fee in connection with the Zai Agreement. The Company had no federal income tax expense and immaterial state tax expense for the years ended December 31, 2020 and 2019. The differences between the effective income tax rate and the statutory tax rates during the years ended 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Net loss before tax $ (578,485) $ (357,937) $ (213,256) Statutory U.S. federal tax rate 21.00 % 21.00 % 21.00 % Tax computed at federal statutory rate (121,482) (75,167) (44,784) State income taxes, net of federal benefit (4,657) (13,490) — Increase (decrease) in taxes recoverable resulting from: Effect of change in valuation allowance 150,487 110,985 52,719 Non-deductible share-based compensation 4,783 2,724 1,810 Tax deductions for share-based compensation (17,243) (17,991) (6,917) Tax credits (30,289) (15,672) (8,621) Foreign withholding taxes 3,299 — — Change in tax rate 2,972 — — Unrecognized tax benefits 7,573 3,857 2,143 Non-deductible officers’ compensation 8,318 4,697 3,527 Other differences (462) 57 123 Income tax expense $ 3,299 $ — $ — Deferred Tax The following table summarizes the significant components of the Company’s deferred tax assets (in thousands): December 31, 2021 2020 Deferred tax assets: Tangible and intangible depreciable assets $ 29,576 $ 32,180 Stock compensation 26,738 19,183 Provisions 5,740 2,510 Lease liability 9,916 8,800 Non-current investment 673 — Net operating loss carryforward 299,204 182,536 Capital loss carryforward 89 114 Canada scientific research and experimental development expenditures 5,471 5,471 U.S. research and development tax credits 51,550 28,834 Total gross deferred tax assets 428,957 279,628 Less valuation allowance (421,044) (270,368) Net deferred tax assets $ 7,913 $ 9,260 Deferred tax liabilities: Right-of-use asset $ (7,913) $ (8,377) Non-current investment — (883) Net deferred income taxes $ — $ — The total valuation allowance increased by $150.7 million for the year ended December 31, 2021. The Company has established a full valuation allowance against its net deferred tax assets as of December 31, 2021 due to the uncertainty surrounding the realization of such assets as evidenced by the cumulative losses from operations through December 31, 2021. For Canadian federal income tax purposes, the Company’s Canadian federal scientific research and experimental development expenditures amounted to $19.9 million at December 31, 2021, 2020 and 2019 and for provincial income tax purposes amounted to $21.6 million at December 31, 2021, 2020 and 2019. As operations in Canada ceased during 2014, no expenditures were incurred for the years ended December 31, 2021, 2020 and 2019. These expenditures are available to reduce future taxable income and have an unlimited carry forward period. Scientific research and development expenditures are subject to verification by the taxation authorities, and accordingly, these amounts may vary by a material amount. In addition, the Company has research and development tax credit carryforwards for U.S. federal and state income tax purposes as of December 31, 2021 of $48.5 million and $16.8 million, respectively. The federal credits will begin to expire in 2033 unless utilized and the state credits have an indefinite life. Further, the Company has orphan drug tax credit carryforwards for U.S. federal income tax purposes as of December 31, 2021 of $7.2 million. The credits will begin to expire in 2041 unless previously utilized. At December 31, 2021, the Company’s net operating loss carry forwards (“NOLs”) for U.S. federal and state income taxes were $1.3 billion and $296.4 million, respectively, and the Company’s NOLs for Canadian federal and provincial income tax purposes were $79.5 million and $78.9 million, respectively. The NOLs expire as follows (in thousands): US Canada Federal State Federal Provincial Expires in: 2030 $ 4,830 $ 4,907 2031 7,059 7,066 2032 13,308 12,433 2033 2,225 2,232 18,623 19,385 2034 7,276 22,162 32,401 31,809 2035 53,359 52,950 1,084 1,084 2036 23,379 — 777 777 2037 65,509 — 697 697 2038 — 3,741 — — 2039 — — 242 242 2040 — 190,783 273 273 2041 — 24,569 251 251 Does not expire 1,099,025 — — — $ 1,250,773 $ 296,437 $ 79,545 $ 78,924 The future utilization of the U.S. federal and state NOL and credit carryforwards to offset future taxable income and tax, respectively, may be subject to an annual limitation as a result of ownership changes that may have occurred previously or may occur in the future. The Tax Reform Act of 1986 (the “Act”) limits a company’s ability to utilize certain tax credit carryforwards and net operating loss carryforwards in the event of a cumulative change in ownership in excess of 50% (by value) as defined in the Act. During 2017, the Company completed a study to assess whether an ownership change, as defined by Section 382 of the Act, had occurred from the Company’s formation through December 31, 2017. The results of the study have been extended through December 31, 2021. Based upon the study, the Company determined an ownership change had occurred during 2017, causing the annual utilization of the NOL and credit carryforwards to be limited. The Company does not believe any of the NOL and credit carryforwards generated through December 31, 2021 would expire solely as a result of annual limitations on the utilization of those attributes. The Canadian Federal and Provincial Tax Acts maintain similar rules in the case of acquisition of control, which may limit the utilization of tax attributes. The Company files income tax returns in the U.S. (federal and state) and Canada (federal and provincial). The Company’s U.S. operations have not been audited for any open taxation years. The Company has experienced losses for U.S. tax purposes and therefore, the taxation authorities may review any loss year, if and when the losses are utilized. For Canadian tax purposes, the Company remains subject to federal and provincial audit for the December 31, 2016 and subsequent taxable years. Where tax years remain open, the Company considers it reasonably possible that issues may be raised or tax positions agreed to with the taxation authorities, which may result in increases or decreases of the balance of non-refundable investment tax credits (“ITCs”) and NOLs. However, an estimate of such increases and decreases cannot be currently made. A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows (in thousands): Federal Provincial/State December 31, December 31, 2021 2020 2019 2021 2020 2019 Unrecognized tax positions, beginning of year $ 7,394 $ 4,268 $ 2,617 $ 9,652 $ 8,648 $ 8,010 Gross increase — current period tax positions 6,482 3,126 1,651 1,367 1,004 638 Gross decrease — prior period tax positions — — — (78) — — Gross increase — prior period tax positions — — — — — — Expiration of statute of limitations — — — — — — Unrecognized tax positions, end of year $ 13,876 $ 7,394 $ 4,268 $ 10,941 $ 9,652 $ 8,648 If recognized, none of the unrecognized tax positions would impact the Company’s income tax benefit or effective tax rate as long as the Company’s net deferred tax assets remain subject to a full valuation allowance. The Company does not expect any significant increases or decreases to the Company’s unrecognized tax positions within the next 12 months. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company had no accrual for interest or penalties on tax matters as of December 31, 2021, 2020 and 2019. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. Due to the Company’s history of net operating losses, the CARES Act did not have a material impact on the Company’s consolidated financial statements. |
Investment Tax Credits
Investment Tax Credits | 12 Months Ended |
Dec. 31, 2021 | |
INVESTMENT TAX CREDITS | |
Investment Tax Credits | In prior years, the Company was entitled to claim Canadian federal and provincial ITCs for eligible scientific research and development expenditures. The Company recorded ITCs based on management’s best estimates of the amount to be recovered and ITCs claimed are subject to audit by the taxation authorities and accordingly, may vary by a material amount. The Company has not recorded federal or provincial ITCs since the year ended December 31, 2013, as the primary operations of the Company were moved from Canada to San Diego, California in early 2014. The Company’s non-refundable Canadian federal ITCs as of December 31, 2021 are $3.9 million and relate to scientific research and development expenditures, which may be utilized to reduce Canadian federal income taxes payable in future years. The benefits of the non-refundable Canadian federal ITCs have not been recognized in the financial statements and will be recorded as a reduction of tax expense when realized. The non-refundable investment tax credits expire as follows (in thousands): Federal ITC Expires in: 2030 $ 764 2031 1,000 2032 1,125 2033 1,031 $ 3,920 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | On June 30, 2020, the Company entered into an amended and restated lease agreement (the “Amended and Restated Lease”) for office and laboratory space located in San Diego, California, for the Company’s new corporate headquarters. The Amended and Restated Lease supersedes in its entirety the original lease agreement for the Company’s future corporate headquarters dated as of August 22, 2019. The Amended and Restated Lease has a lease term of approximately 12 years (“Lease Term”), unless terminated earlier. The Lease Term has an initial abatement period, and the initial base rent payable will be approximately $0.6 million per month following the abatement period, which amount will increase by 3% per year over the Lease Term. The Company has also received incentives from the landlord for tenant improvements. During 2020, the underlying asset was available for use by the Company to construct tenant improvements and therefore, the Lease Term is considered to have commenced. The Amended and Restated Lease is considered to be an operating lease, and the Amended and Restated Lease indicates the interest rate applicable to the lease is 12%, therefore the Company used a discount rate of 12% to calculate the present value of its lease payments over the Lease Term. As of December 31, 2021, the consolidated balance sheet includes an operating right-of-use asset of $37.7 million and an operating lease liability of $47.2 million, of which $1.3 million is a current lease liability and included in other accrued expenses, and $45.9 million is included in non-current lease liability. For the year ended December 31, 2021, the Company recorded $7.7 million in operating lease expense. As of December 31, 2020, the consolidated balance sheet includes an operating right-of-use asset of $39.9 million and an operating lease liability of $41.9 million. For the year ended December 31, 2020, the Company recorded $0.3 million in operating lease cost. As of December 31, 2021, the approximate future minimum lease payments under the Amended and Restated Lease are as follows (in thousands): Operating Lease 2022 $ 1,681 2023 7,844 2024 8,080 2025 8,322 2026 8,572 Thereafter 59,685 Total operating lease payments (†) 94,184 Less: Amount representing interest (46,964) Total lease liability $ 47,220 ____________________ † The Company has an early termination right 7 years into the lease term, in which the total contractual obligation would be reduced by $41.1 million. On June 24, 2014, the Company entered into a lease agreement for completed office and laboratory space located in San Diego, California. The office space under the lease is the Company’s corporate headquarters. The lease commenced in two phases (in July 2014 and March 2015) at a combined total initial monthly rent of $24,100 per month. The leased property is subject to a 3% annual rent increase following availability. In addition to such base monthly rent, the Company is obligated to pay certain customary amounts for its share of operating expenses and facility amenities. The original lease provided for expiration on January 31, 2018, and the Company entered into subsequent amendments to the original lease to extend the lease term to July 2021 and expand the size of the existing space. All other terms and covenants from the original lease agreement remain unchanged. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | The following is a summary of the quarterly results of the Company for the years ended December 31, 2021 and 2020 (unaudited, in thousands, except per share data): Three Months Ended 3/31/2021 6/30/2021 9/30/2021 12/31/2021 License and collaboration revenues $ — $ — $ 71,793 $ 299 Loss from operations (132,421) (164,186) (79,499) (197,075) Net loss (135,680) (166,430) (80,054) (199,620) Basic and diluted net loss per share $ (2.67) $ (3.23) $ (1.55) $ (3.72) Three Months Ended 3/31/2020 6/30/2020 9/30/2020 12/31/2020 License and collaboration revenues $ 267 $ — $ 11,424 $ 1,707 Loss from operations (89,487) (84,862) (88,678) (106,336) Net loss (86,655) (82,859) (87,336) (101,087) Basic and diluted net loss per share $ (2.02) $ (1.89) $ (1.96) $ (2.08) Net loss per share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly per-share calculations will not necessarily equal the annual per share calculation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). These consolidated financial statements include the accounts of the Company and MethylGene and Mirati Therapeutics B.V. All significant inter-company transactions, balances and expenses have been eliminated upon consolidation. Mirati was incorporated under the laws of the State of Delaware on April 29, 2013. On May 8, 2013, the Company’s Board of Directors approved and the Company entered into an arrangement agreement with MethylGene and MethylGene became a wholly-owned subsidiary. On August 3, 2021, Mirati Therapeutics B.V. was formed in Amsterdam, Netherlands, and became a wholly-owned subsidiary. These consolidated financial statements are presented in United States (“U.S.”) Dollars, which is also the functional currency of the Company. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and anticipated measures management intends to take. Actual results could differ materially from those estimates. Estimates and assumptions are reviewed quarterly. Any revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. |
Cash, Cash Equivalents, and Short-term Investments | Cash, Cash Equivalents and Short-term InvestmentsCash and cash equivalents consist of cash and highly liquid securities with original maturities at the date of acquisition of ninety days or less. Investments with an original maturity of more than ninety days are considered short-term investments and have been classified by management as available-for-sale. These investments are classified as current assets, even though the stated maturity date may be one year or more beyond the current consolidated balance sheet date, which reflects management’s intention to use the proceeds from sales of these securities to fund its operations, as necessary. Such investments are carried at fair value, and the unrealized gains and losses are reported as a component of accumulated other comprehensive income in shareholders’ equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. |
Concentration of Credit Risk | Concentration of Credit Risk The Company invests its excess cash in accordance with its investment policy. The Company’s investments are comprised primarily of commercial paper and debt instruments of financial institutions, corporations, U.S. government-sponsored agencies and the U.S. Treasury. The Company mitigates credit risk by maintaining a diversified portfolio and |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in connection with certain collaboration and license agreements in accordance with the guidance of Revenue From Contracts With Customers , Accounting Standards Codification (“ASC”) Topic 606 (“Topic 606”). Under Topic 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements the Company determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment is stated at historical cost less accumulated depreciation. Historical cost includes expenditures that are directly attributable to the acquisition of the items. All repairs and maintenance are charged to consolidated net loss during the financial period in which they are incurred. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Computer equipment 3 years Office and other equipment 6 years Laboratory equipment 6 years Leasehold improvements The lesser of the lease term or the life of the asset Upon disposal or impairment of property and equipment, the cost and related accumulated depreciation is removed from the consolidated financial statements and the net amount, less any proceeds, is included in consolidated net loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived asset, including its eventual residual value, is compared to the carrying value to determine whether impairment exists. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their estimated fair values. Fair value is estimated through discounted cash flow models to project cash flows from the asset. |
Share-Based Compensation Expense | Share-Based Compensation Expense The Company measures and recognizes compensation expense for share-based payments based on estimated fair value as of the grant date. The fair value of restricted stock units is determined using the intrinsic value method. The fair value of performance stock units, which vest based on the achievement of pre-established performance goals, is determined using the intrinsic value method and the probability that the specified performance criteria will be met. The fair value of stock options is determined using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the use of certain estimates and assumptions that affect the amount of share-based compensation expense recognized in the Company’s consolidated financial statements. These assumptions include the expected volatility of the Company’s stock price, expected term of the options, the risk-free interest rate and expected dividend yields. Share-based compensation expense is recognized using the graded accelerated vesting method. |
Research and Development Expenses | Research and Development ExpensesResearch and development expenses are charged to consolidated net loss in the period in which they are incurred and are comprised of the following types of costs incurred in performing research and development activities: contract services for clinical trials and related clinical manufacturing costs, salaries and benefits including share-based compensation expense, costs for allocated facilities and depreciation of equipment and license fees paid in connection with the Company’s early discovery efforts |
General and Administrative Expenses | General and Administrative ExpensesGeneral and administrative expenses consist primarily of salaries and related benefits, including share-based compensation expense, related to the Company’s executive, finance, legal, commercial and support functions. Other general and administrative expenses include professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For the Company's operating leases, if the interest rate used to determine the present value of future lease payments it not readily determinable, the Company estimates its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient to not separate lease and non-lease components. |
Income Taxes | Income Taxes Income taxes have been accounted for using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in net loss in the period that includes the enactment date. A valuation allowance against deferred tax assets is recorded if, based upon the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. For uncertain tax positions that meet “a more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. |
Segment Reporting | Segment Reporting Operating segments are components of a business where separate discrete financial information is available for evaluation by the chief operating decision-maker for purposes of making decisions regarding resource allocation and assessing performance. To date, the Company and the chief operating decision-maker has viewed its operations and managed its business as one segment operating primarily in the United States. |
Net Loss per Share | Net Loss per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents as they are anti-dilutive. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period, as well as certain shares that are contingently issuable. Common share equivalents outstanding, determined using the treasury stock method, are comprised of shares that may be issued under the Company’s stock option and warrant agreements, as well as restricted stock units and performance stock units. |
Recently Adopted Accounting Pronouncements | Recently Issued and Recently Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures. |
Fair Value Measurements | The authoritative guidance for fair value measurements defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or the most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance prioritizes the inputs used in measuring fair value into the following hierarchy: • Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2- Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and • Level 3- Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Assets | Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, as follows: Computer equipment 3 years Office and other equipment 6 years Laboratory equipment 6 years Leasehold improvements The lesser of the lease term or the life of the asset |
Schedule of Potentially Dilutive Securities Excluded from Earnings Per Share Calculation | The following table presents the weighted average number of common share equivalents, calculated using the treasury stock method, as well as certain shares that are contingently issuable, not included in the calculation of diluted net loss per share due to the anti-dilutive effect of the securities: Year Ended December 31, 2021 2020 2019 Common stock options 2,358,594 2,503,294 2,403,055 Common stock warrants 7,713,576 9,210,824 10,231,006 Unvested restricted stock units and performance stock units 656,158 347,261 — Total 10,728,328 12,061,379 12,634,061 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Investments | The following tables summarize the Company’s short-term investments (in thousands): As of December 31, 2021 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 236,170 $ 36 $ (248) $ 235,958 Commercial paper 1 year or less 621,947 127 (95) 621,979 U.S. Agency bonds 1 years or less 58,092 — — 58,092 U.S. Treasury bills 2 years or less 162,500 — (272) 162,228 $ 1,078,709 $ 163 $ (615) $ 1,078,257 As of December 31, 2020 Maturity Amortized cost Gross unrealized gains Gross unrealized losses Estimated fair value Corporate debt securities 2 years or less $ 130,814 $ 160 $ (4) $ 130,970 Commercial paper 1 year or less 240,725 58 (18) 240,765 U.S. Agency bonds 2 years or less 83,227 37 (1) 83,263 U.S. Treasury bills 2 years or less 49,539 10 (3) 49,546 $ 504,305 $ 265 $ (26) $ 504,544 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes the assets and liabilities measured at fair value on a recurring basis (in thousands): December 31, 2021 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 19,347 $ 19,347 $ — $ — Money market funds 393,736 393,736 — — Total cash and cash equivalents 413,083 413,083 — — Short-term investments: U.S. Treasury bills 162,228 162,228 — — Corporate debt securities 235,958 — 235,958 — Commercial paper 621,979 — 621,979 — U.S. Agency bonds 58,092 — 58,092 — Total short-term investments 1,078,257 162,228 916,029 — Long-term investment: ORIC Pharmaceuticals, Inc. 8,218 — — 8,218 Total $ 1,499,558 $ 575,311 $ 916,029 $ 8,218 December 31, 2020 Total Level 1 Level 2 Level 3 Assets Cash and cash equivalents: Cash $ 20,398 $ 20,398 $ — $ — Money market funds 865,164 865,164 — — Total cash and cash equivalents 885,562 885,562 — — Short-term investments: U.S. Treasury bills 49,546 49,546 — — Corporate debt securities 130,970 — 130,970 — Commercial paper 240,765 — 240,765 — U.S. Agency bonds 83,263 — 83,263 — Total short-term investments 504,544 49,546 454,998 — Long-term investment: ORIC Pharmaceuticals, Inc. 15,629 — — 15,629 Total $ 1,405,735 $ 935,108 $ 454,998 $ 15,629 |
Schedule of Changes in Estimated Fair Value of Assets with Unobservable Inputs | The following table presents the changes in estimated fair value of the Company’s asset measured using significant unobservable inputs (Level 3) (in thousands): December 31, 2021 2020 Balance - beginning of year $ 15,629 $ — Additions — 11,424 Change in fair value (7,411) 4,205 Balance - end of year $ 8,218 $ 15,629 |
Other Current Assets and Othe_2
Other Current Assets and Other Long-Term Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): December 31, 2021 2020 Prepaid expenses $ 11,895 $ 8,158 Deposits and other receivables 2,235 3,075 Interest receivables 2,513 2,304 $ 16,643 $ 13,537 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net consisted of the following (in thousands): December 31, 2021 2020 Laboratory equipment $ 9,733 $ 5,310 Leasehold improvements 6,275 3,639 Office and other equipment 2,131 329 Computer equipment 507 201 Gross property and equipment 18,646 9,479 Less: Accumulated depreciation (2,822) (1,670) Property and equipment, net $ 15,824 $ 7,809 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Liabilities and Other Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2021 2020 Accrued clinical expense $ 29,038 $ 19,221 Accrued manufacturing expense 34,153 13,019 Accrued development expense 10,910 5,439 Accrued compensation and benefits 25,845 13,964 Other accrued expenses 8,549 1,712 $ 108,495 $ 53,355 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Shares Reserved for Future Issuance | The following shares were reserved for future issuance: December 31, 2021 Common stock options outstanding 4,532,252 Restricted stock units outstanding 1,002,178 Warrants to purchase common stock 7,605,811 Employee Stock Purchase Plan 107,764 Shares available for grant 2,743,693 Total 15,991,698 |
Schedule of Warrants Issued and Outstanding | As of December 31, 2021, the following warrants for common stock were issued and outstanding: Issue Date Expiration Date Exercise Price Number of Warrants Outstanding January 11, 2017 None $ 0.001 3,578,036 November 20, 2017 None $ 0.001 3,669,360 June 11, 2018 None $ 0.001 358,415 7,605,811 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes the Company’s stock option activity and related information for the year ended December 31, 2021: Number of Weighted Weighted-Average Remaining Contractual Term (years) Aggregate Intrinsic Value (millions) Balance outstanding as of December 31, 2020 4,429,489 $ 58.82 Granted 1,012,211 $ 177.84 Exercised (673,095) $ 41.54 Forfeited and expired (236,353) $ 108.53 Balance outstanding as of December 31, 2021 4,532,252 $ 85.38 6.9 $ 311.7 Options exercisable at December 31, 2021 2,685,192 $ 50.44 5.7 $ 261.2 |
Schedule of Assumptions Used in Fair Value Estimates | The assumptions used for the specified reporting periods and the resulting estimates of weighted-average estimated fair value per share of options granted during those periods are as follows: Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.8% 1.1% 2.2% Dividend yield —% —% —% Volatility factor 76.9% 81.5% 82.1% Expected term (in years) 5.1 5.6 5.6 Weighted average estimated fair value per share $110.43 $77.92 $52.03 |
Schedule of Restricted Stock Units Activity and Performance Stock Units Activity | A summary of the Company’s RSU activity for the year ended December 31, 2021 is as follows: Number of Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (millions) Balance outstanding as of December 31, 2020 450,260 $ 114.58 Granted 484,409 $ 182.35 Releases (148,551) $ 117.35 Canceled/forfeited (65,551) $ 147.70 Balance outstanding as of December 31, 2021 720,567 $ 156.55 $ 105.7 Number of Weighted Average Grant Date Fair Value Aggregate Intrinsic Value (millions) Balance outstanding as of December 31, 2020 15,000 $ 101.00 Granted 323,337 $ 158.96 Releases (3,428) $ 212.93 Canceled/forfeited (53,298) $ 146.48 Balance outstanding as of December 31, 2021 281,611 $ 157.58 $ 41.3 |
Schedule of Share-based Compensation Expense | Total share-based compensation expense by consolidated statement of operations and comprehensive loss classification is presented below (in thousands): Year ended December 31, 2021 2020 2019 Research and development expense $ 68,496 $ 48,044 $ 31,024 General and administrative expense 45,006 37,803 24,513 $ 113,502 $ 85,847 $ 55,537 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Reconciliation | The differences between the effective income tax rate and the statutory tax rates during the years ended 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Net loss before tax $ (578,485) $ (357,937) $ (213,256) Statutory U.S. federal tax rate 21.00 % 21.00 % 21.00 % Tax computed at federal statutory rate (121,482) (75,167) (44,784) State income taxes, net of federal benefit (4,657) (13,490) — Increase (decrease) in taxes recoverable resulting from: Effect of change in valuation allowance 150,487 110,985 52,719 Non-deductible share-based compensation 4,783 2,724 1,810 Tax deductions for share-based compensation (17,243) (17,991) (6,917) Tax credits (30,289) (15,672) (8,621) Foreign withholding taxes 3,299 — — Change in tax rate 2,972 — — Unrecognized tax benefits 7,573 3,857 2,143 Non-deductible officers’ compensation 8,318 4,697 3,527 Other differences (462) 57 123 Income tax expense $ 3,299 $ — $ — |
Schedule of Deferred Tax | The following table summarizes the significant components of the Company’s deferred tax assets (in thousands): December 31, 2021 2020 Deferred tax assets: Tangible and intangible depreciable assets $ 29,576 $ 32,180 Stock compensation 26,738 19,183 Provisions 5,740 2,510 Lease liability 9,916 8,800 Non-current investment 673 — Net operating loss carryforward 299,204 182,536 Capital loss carryforward 89 114 Canada scientific research and experimental development expenditures 5,471 5,471 U.S. research and development tax credits 51,550 28,834 Total gross deferred tax assets 428,957 279,628 Less valuation allowance (421,044) (270,368) Net deferred tax assets $ 7,913 $ 9,260 Deferred tax liabilities: Right-of-use asset $ (7,913) $ (8,377) Non-current investment — (883) Net deferred income taxes $ — $ — |
Schedule of Expiration of NOLs | The NOLs expire as follows (in thousands): US Canada Federal State Federal Provincial Expires in: 2030 $ 4,830 $ 4,907 2031 7,059 7,066 2032 13,308 12,433 2033 2,225 2,232 18,623 19,385 2034 7,276 22,162 32,401 31,809 2035 53,359 52,950 1,084 1,084 2036 23,379 — 777 777 2037 65,509 — 697 697 2038 — 3,741 — — 2039 — — 242 242 2040 — 190,783 273 273 2041 — 24,569 251 251 Does not expire 1,099,025 — — — $ 1,250,773 $ 296,437 $ 79,545 $ 78,924 |
Schedule of Unrecognized Tax Positions | A reconciliation of the beginning and ending amounts of unrecognized tax positions are as follows (in thousands): Federal Provincial/State December 31, December 31, 2021 2020 2019 2021 2020 2019 Unrecognized tax positions, beginning of year $ 7,394 $ 4,268 $ 2,617 $ 9,652 $ 8,648 $ 8,010 Gross increase — current period tax positions 6,482 3,126 1,651 1,367 1,004 638 Gross decrease — prior period tax positions — — — (78) — — Gross increase — prior period tax positions — — — — — — Expiration of statute of limitations — — — — — — Unrecognized tax positions, end of year $ 13,876 $ 7,394 $ 4,268 $ 10,941 $ 9,652 $ 8,648 |
Investment Tax Credits (Tables)
Investment Tax Credits (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INVESTMENT TAX CREDITS | |
Schedule of Non-Refundable Investment Tax Credits | The non-refundable investment tax credits expire as follows (in thousands): Federal ITC Expires in: 2030 $ 764 2031 1,000 2032 1,125 2033 1,031 $ 3,920 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | As of December 31, 2021, the approximate future minimum lease payments under the Amended and Restated Lease are as follows (in thousands): Operating Lease 2022 $ 1,681 2023 7,844 2024 8,080 2025 8,322 2026 8,572 Thereafter 59,685 Total operating lease payments (†) 94,184 Less: Amount representing interest (46,964) Total lease liability $ 47,220 ____________________ † The Company has an early termination right 7 years into the lease term, in which the total contractual obligation would be reduced by $41.1 million. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | The following is a summary of the quarterly results of the Company for the years ended December 31, 2021 and 2020 (unaudited, in thousands, except per share data): Three Months Ended 3/31/2021 6/30/2021 9/30/2021 12/31/2021 License and collaboration revenues $ — $ — $ 71,793 $ 299 Loss from operations (132,421) (164,186) (79,499) (197,075) Net loss (135,680) (166,430) (80,054) (199,620) Basic and diluted net loss per share $ (2.67) $ (3.23) $ (1.55) $ (3.72) Three Months Ended 3/31/2020 6/30/2020 9/30/2020 12/31/2020 License and collaboration revenues $ 267 $ — $ 11,424 $ 1,707 Loss from operations (89,487) (84,862) (88,678) (106,336) Net loss (86,655) (82,859) (87,336) (101,087) Basic and diluted net loss per share $ (2.02) $ (1.89) $ (1.96) $ (2.08) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment | |
Property and equipment | |
Estimated useful lives | 3 years |
Office and other equipment | |
Property and equipment | |
Estimated useful lives | 6 years |
Laboratory equipment | |
Property and equipment | |
Estimated useful lives | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | |||
Asset impairment charges | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Potentially Dilutive Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the calculation of diluted net loss per share (shares) | 10,728,328 | 12,061,379 | 12,634,061 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the calculation of diluted net loss per share (shares) | 2,358,594 | 2,503,294 | 2,403,055 |
Common stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the calculation of diluted net loss per share (shares) | 7,713,576 | 9,210,824 | 10,231,006 |
Restricted Stock Units and Performance Stock Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities not included in the calculation of diluted net loss per share (shares) | 656,158 | 347,261 | 0 |
Investments - Summary (Details)
Investments - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 1,078,709 | $ 504,305 |
Gross unrealized gains | 163 | 265 |
Gross unrealized losses | (615) | (26) |
Estimated fair value | 1,078,257 | 504,544 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | 236,170 | 130,814 |
Gross unrealized gains | 36 | 160 |
Gross unrealized losses | (248) | (4) |
Estimated fair value | $ 235,958 | $ 130,970 |
Corporate debt securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 2 years | 2 years |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 621,947 | $ 240,725 |
Gross unrealized gains | 127 | 58 |
Gross unrealized losses | (95) | (18) |
Estimated fair value | $ 621,979 | $ 240,765 |
Commercial paper | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 1 year | 1 year |
U.S. Agency bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 58,092 | $ 83,227 |
Gross unrealized gains | 0 | 37 |
Gross unrealized losses | 0 | (1) |
Estimated fair value | $ 58,092 | $ 83,263 |
U.S. Agency bonds | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 1 year | 2 years |
U.S. Treasury bills | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized cost | $ 162,500 | $ 49,539 |
Gross unrealized gains | 0 | 10 |
Gross unrealized losses | (272) | (3) |
Estimated fair value | $ 162,228 | $ 49,546 |
U.S. Treasury bills | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Maturity | 2 years | 2 years |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Investments [Line Items] | ||
Allowance for credit losses on available-for-sale investments | $ 0 | $ 0 |
ORIC | ||
Schedule of Investments [Line Items] | ||
Stock held in investment (shares) | 588,235 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 413,083 | $ 885,562 |
Investments | 1,078,257 | 504,544 |
Total | 1,499,558 | 1,405,735 |
U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 162,228 | 49,546 |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 235,958 | 130,970 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 621,979 | 240,765 |
U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 58,092 | 83,263 |
Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 8,218 | 15,629 |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 19,347 | 20,398 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 393,736 | 865,164 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 413,083 | 885,562 |
Investments | 162,228 | 49,546 |
Total | 575,311 | 935,108 |
Level 1 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 162,228 | 49,546 |
Level 1 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 19,347 | 20,398 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 393,736 | 865,164 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Investments | 916,029 | 454,998 |
Total | 916,029 | 454,998 |
Level 2 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 2 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 235,958 | 130,970 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 621,979 | 240,765 |
Level 2 | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 58,092 | 83,263 |
Level 2 | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 2 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Investments | 0 | 0 |
Total | 8,218 | 15,629 |
Level 3 | U.S. Treasury bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | U.S. Agency bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 3 | Long-term investments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 8,218 | 15,629 |
Level 3 | Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total cash and cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Dec. 31, 2021 |
Volatility | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input of investment | 0.69 |
Expected Term | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input of investment | 0.1 |
Discount for Lack of Marketability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Measurement input of investment | 0.050 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Assets with Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 15,629 | |
Balance at end of period | 8,218 | $ 15,629 |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | 15,629 | 0 |
Additions | 0 | 11,424 |
Change in fair value | $ (7,411) | 4,205 |
Balance at end of period | $ 15,629 |
Other Current Assets and Othe_3
Other Current Assets and Other Long-Term Assets - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 11,895 | $ 8,158 |
Deposits and other receivables | 2,235 | 3,075 |
Interest receivables | 2,513 | 2,304 |
Other current assets | $ 16,643 | $ 13,537 |
Other Current Assets and Othe_4
Other Current Assets and Other Long-Term Assets - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other long-term assets | $ 19,049 | $ 9,157 |
Deposits paid for research and development | 18,400 | 8,600 |
Letter of credit secured by restricted cash | $ 600 | $ 600 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment | ||
Gross property and equipment | $ 18,646 | $ 9,479 |
Less: Accumulated depreciation | (2,822) | (1,670) |
Property and equipment, net | 15,824 | 7,809 |
Laboratory equipment | ||
Property and equipment | ||
Gross property and equipment | 9,733 | 5,310 |
Leasehold improvements | ||
Property and equipment | ||
Gross property and equipment | 6,275 | 3,639 |
Office and other equipment | ||
Property and equipment | ||
Gross property and equipment | 2,131 | 329 |
Computer equipment | ||
Property and equipment | ||
Gross property and equipment | $ 507 | $ 201 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 1,781 | $ 641 | $ 249 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Liabilities - Summary (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued clinical expense | $ 29,038 | $ 19,221 |
Accrued manufacturing expense | 34,153 | 13,019 |
Accrued development expense | 10,910 | 5,439 |
Accrued compensation and benefits | 25,845 | 13,964 |
Other accrued expenses | 8,549 | 1,712 |
Total accounts payable and accrued liabilities | $ 108,495 | $ 53,355 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Liabilities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Long-term liabilities | $ 2,179 | $ 1,962 |
License and Collaboration Agr_2
License and Collaboration Agreements - Narrative (Details) - USD ($) | May 28, 2021 | Aug. 03, 2020 | Jan. 07, 2018 | Oct. 31, 2014 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | $ 508,594,000 | $ 299,349,000 | $ 182,866,000 | |||||
Income tax expense | 3,299,000 | 0 | 0 | |||||
Milestone Payments | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | 4,800,000 | |||||||
BeiGene Agreement | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Up-front fee received | $ 10,000,000 | |||||||
Revenue from performance obligation expected to be earned | $ 123,000,000 | |||||||
Termination of contract, period after first commercial sale of product | 10 years | |||||||
Period required for notice of termination of contract | 60 days | |||||||
Revenue from performance obligation earned | 500,000 | |||||||
BeiGene Agreement | Licenses of Intellectual Property | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue from performance obligation earned | $ 9,500,000 | |||||||
BeiGene Agreement | Manufacturing Supply Services | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue from performance obligation earned | 1,800,000 | 300,000 | ||||||
Revenue recognized | (3,300,000) | |||||||
Cost sharing receivable | 300,000 | 1,300,000 | ||||||
Revenue from Contract with Customer, Including Assessed Tax | 400,000 | 2,000,000 | ||||||
Contract with Customer, Liability, Revenue Recognized | 200,000 | 3,000,000 | ||||||
BeiGene Agreement | Milestone Payments | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue recognized | 0 | 0 | ||||||
Contract with Customer, Milestone Payments Receivable | 5,000,000 | |||||||
BeiGene Agreement | Royalties | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue | 0 | 0 | 0 | |||||
Pfizer Agreement | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Termination of contract, period after first commercial sale of product | 10 years | |||||||
Period required for notice of termination of contract | 60 days | |||||||
Expenses related to collaboration agreement | 7,000,000 | |||||||
Pfizer Agreement | adagrasib | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | 5,000,000 | |||||||
Pfizer Agreement | Research and Development Services | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | $ 6,000,000 | |||||||
Pfizer Agreement | Milestone Payments | adagrasib | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | 3,000,000 | |||||||
Pfizer Agreement | Milestone Payments | MRTX1133 | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | 300,000 | |||||||
Pfizer Agreement | Research and Development Services | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Expenses related to collaboration agreement | $ 1,500,000 | |||||||
ORIC Pharmaceuticals Agreement | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Stock received as part of stock issuance and license agreements (shares) | 588,235 | |||||||
License agreement, period of transfer restrictions | 18 months | |||||||
License agreement, period of agreement after first commercial sale | 10 years | |||||||
ORIC Pharmaceuticals Agreement | Level 3 | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
License agreement, transaction price | $ 11,400,000 | |||||||
Zai Collaboration and License Agreement | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Collaboration Arrangement, Research and Development Arrangement, Up-Front Fee Received | $ 65,000,000 | |||||||
Collaborative Arrangement, Research and Development Arrangement, Discovery and Collaboration Agreement, Termination of Contract, Period after First Commercial Sale of Product | 10 years | |||||||
Collaboration Arrangement, Research and Development Arrangement, Contract to Perform for Others, Period Required for Notice of Termination of Contract | 12 months | |||||||
Collaboration Arrangement, Research and Development Arrangement, Transaction Price | $ 66,600,000 | |||||||
Zai Collaboration and License Agreement | Licenses of Intellectual Property | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue from Contract with Customer, Including Assessed Tax | 66,600,000 | |||||||
Income tax expense | 3,300,000 | |||||||
Zai Collaboration and License Agreement | Manufacturing Supply Services | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue from Contract with Customer, Including Assessed Tax | 0 | |||||||
Zai Collaboration and License Agreement | Sales Milestone Payments | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Collaboration Arrangement, Research and Development Arrangement, Contract to Perform for Others, Compensation Expected to be Earned | 180,000,000 | |||||||
Zai Collaboration and License Agreement | Royalties | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Revenue | $ 0 | |||||||
Zai Collaboration and License Agreement | Development and Regulatory-Based Milestone Payments | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||
Collaboration Arrangement, Research and Development Arrangement, Contract to Perform for Others, Compensation Expected to be Earned | $ 93,000,000 |
Shareholders' Equity - Stock Re
Shareholders' Equity - Stock Reserved for Future Issuance (Details) | Dec. 31, 2021shares |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (shares) | 15,991,698 |
Employee Stock Purchase Plan | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (shares) | 107,764 |
Warrant | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (shares) | 7,605,811 |
Common stock options | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (shares) | 4,532,252 |
Restricted stock units | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (shares) | 1,002,178 |
Shares available for grant | |
Class of Stock [Line Items] | |
Common stock reserved for future issuance (shares) | 2,743,693 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2021 | Oct. 31, 2020 | Jan. 31, 2020 | Jun. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 02, 2021 | Jul. 02, 2020 | Jun. 30, 2020 | |
Equity [Abstract] | |||||||||||
Stock issued in transaction (shares) | 3,448,275 | 4,585,706 | 3,538,462 | 2,415,000 | 1,854,838 | ||||||
Sale price of common stock (USD per share) | $ 145 | $ 202 | $ 97.50 | $ 62 | $ 97 | ||||||
Proceeds from sale of common stock | $ 474,700 | $ 879,600 | $ 324,000 | $ 219,900 | $ 107,900 | ||||||
Common stock, par value (USD per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Aggregate offering price | $ 500,000 | $ 200,000 | |||||||||
Proceeds from disgorgement of shareholders’ short-swing profits | $ 1,100 | $ 0 | $ 0 | $ 1,050 | |||||||
Number of warrants exercised via cashless exercises (shares) | 623,821 | 1,400,012 | 2,125,033 | ||||||||
Net exercise of warrants (shares) | 623,814 | 1,400,000 | |||||||||
Exercise of warrants for cash (shares) | 63,235 | 2,125,000 |
Shareholders' Equity - Warrants
Shareholders' Equity - Warrants Issued and Outstanding (Details) - $ / shares | Dec. 31, 2021 | Jun. 11, 2018 | Nov. 20, 2017 | Jan. 11, 2017 |
Class of Stock [Line Items] | ||||
Number of warrants (shares) | 7,605,811 | |||
Private Placement | January 11, 2017 Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (USD per share) | $ 0.001 | |||
Number of warrants (shares) | 3,578,036 | |||
Private Placement | November 20, 2017 Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (USD per share) | $ 0.001 | |||
Number of warrants (shares) | 3,669,360 | |||
Private Placement | June 11, 2018 Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants (USD per share) | $ 0.001 | |||
Number of warrants (shares) | 358,415 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price required percentage of fair market value | 100.00% | |||
Award vesting period | 4 years | |||
Intrinsic value of options exercised | $ 91,100,000 | $ 121,500,000 | $ 38,600,000 | |
Cash received from exercise of stock options | 28,000,000 | 45,900,000 | 8,500,000 | |
Fair value of options vested | 58,300,000 | 52,100,000 | 20,400,000 | |
Compensation cost not yet recognized | $ 88,800,000 | |||
Compensation cost not yet recognized, period for recognition | 1 year 3 months 18 days | |||
Capitalized costs | $ 0 | 0 | 0 | |
Tax benefit from compensation expense | $ 0 | $ 0 | $ 0 | |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Fair value of options vested | $ 17,400,000 | |||
Compensation cost not yet recognized | $ 67,600,000 | |||
Compensation cost not yet recognized, period for recognition | 2 years | |||
Performance Share Units (PSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of options vested | $ 700,000 | |||
Compensation cost not yet recognized | $ 5,400,000 | |||
Compensation cost not yet recognized, period for recognition | 3 years 1 month 6 days | |||
2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Additional shares authorized (shares) | 2,500,000 | |||
Authorized amount for issuance (shares) | 2,600,000 | |||
Stock option contractual terms | 10 years | |||
Stock authorized for purchase | $ 25,000 | |||
Purchase discount (as a percent) | 85.00% | |||
Stock reserved for future issuance (shares) | 300,000 | |||
Issuance of common stock from ESPP (shares) | 192,236 | |||
Stock Option Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Authorized amount for issuance (shares) | 0 | |||
Stock option contractual terms | 7 years | |||
Inducement Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 121,574 | 417,343 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at beginning of year (shares) | shares | 4,429,489 |
Granted (shares) | shares | 1,012,211 |
Exercised (shares) | shares | (673,095) |
Canceled (shares) | shares | (236,353) |
Balance at end of year (shares) | shares | 4,532,252 |
Options exercisable at end of year (shares) | shares | 2,685,192 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Balance at beginning of year (USD per share) | $ / shares | $ 58.82 |
Granted (USD per share) | $ / shares | 177.84 |
Exercised (USD per share) | $ / shares | 41.54 |
Canceled (USD per share) | $ / shares | 108.53 |
Balance at end of year (USD per share) | $ / shares | 85.38 |
Options exercisable at end of year (USD per share) | $ / shares | $ 50.44 |
Options outstanding, Weighted-Average Remaining Contractual Term (years) | 6 years 10 months 24 days |
Options exercisable, Weighted-Average Remaining Contractual Term (years) | 5 years 8 months 12 days |
Options outstanding, Aggregate Intrinsic Value | $ | $ 311.7 |
Options exercisable, Aggregate Intrinsic Value | $ | $ 261.2 |
Share-Based Compensation - RSU
Share-Based Compensation - RSU and PSU Activity (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Restricted stock units | |
Number of RSUs | |
Balance outstanding at beginning of period (shares) | shares | 450,260 |
Granted (shares) | shares | 484,409 |
Releases (shares) | shares | (148,551) |
Canceled/forfeited (shares) | shares | (65,551) |
Balance outstanding at end of period (shares) | shares | 720,567 |
Weighted Average Grant Date Fair Value | |
Balance outstanding at beginning of period (USD per share) | $ / shares | $ 114.58 |
Granted (USD per share) | $ / shares | 182.35 |
Releases (USD per share) | $ / shares | 117.35 |
Canceled/Forfeited (USD per share) | $ / shares | 147.70 |
Balance outstanding at end of period (USD per share) | $ / shares | $ 156.55 |
Aggregate Intrinsic Value (millions) | $ | $ 105.7 |
Performance Share Units (PSUs) | |
Number of RSUs | |
Balance outstanding at beginning of period (shares) | shares | 15,000 |
Granted (shares) | shares | 323,337 |
Releases (shares) | shares | (3,428) |
Canceled/forfeited (shares) | shares | (53,298) |
Balance outstanding at end of period (shares) | shares | 281,611 |
Weighted Average Grant Date Fair Value | |
Balance outstanding at beginning of period (USD per share) | $ / shares | $ 101 |
Granted (USD per share) | $ / shares | 158.96 |
Releases (USD per share) | $ / shares | 212.93 |
Canceled/Forfeited (USD per share) | $ / shares | 146.48 |
Balance outstanding at end of period (USD per share) | $ / shares | $ 157.58 |
Aggregate Intrinsic Value (millions) | $ | $ 41.3 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions Used in Fair Value Estimates (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate (as a percent) | 0.80% | 1.10% | 2.20% |
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Volatility factor (as a percent) | 76.90% | 81.50% | 82.10% |
Expected term (in years) | 5 years 1 month 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Weighted average estimated fair value per share (USD per share) | $ 110.43 | $ 77.92 | $ 52.03 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 113,502 | $ 85,847 | $ 55,537 |
Research and development expense | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 68,496 | 48,044 | 31,024 |
General and administrative expense | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 45,006 | $ 37,803 | $ 24,513 |
Employee Benefit Plan - Narrati
Employee Benefit Plan - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Proportion of employee contributions matched (as a percent) | 5.00% | 5.00% | 4.00% |
Maximum employer contribution per employee | $ 2,500 | ||
Matching contribution amount | $ 2,500,000 | $ 1,300,000 | $ 200,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | |||
Income tax expense | $ 3,299,000 | $ 0 | $ 0 |
Amount of increase in valuation allowance | (150,700,000) | ||
Accrual for interest or penalties on tax matters | 0 | 0 | 0 |
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Income tax expense | 3,300,000 | ||
Canadian Federal | |||
Income Tax [Line Items] | |||
Scientific research and experimental development expenses deductible for income tax purposes | 19,900,000 | 19,900,000 | 19,900,000 |
Net operating loss carry forwards (NOLs) | 79,545,000 | ||
Canadian Provincial | |||
Income Tax [Line Items] | |||
Scientific research and experimental development expenses deductible for income tax purposes | 21,600,000 | 21,600,000 | 21,600,000 |
Net operating loss carry forwards (NOLs) | 78,924,000 | ||
US Federal | |||
Income Tax [Line Items] | |||
Income tax expense | $ 0 | $ 0 | |
Net operating loss carry forwards (NOLs) | 1,250,773,000 | ||
US Federal | Research Tax Credit Carryforward | |||
Income Tax [Line Items] | |||
Tax credit carryforward | 48,500,000 | ||
US Federal | Orphan Drug Tax Credit Carryforward | |||
Income Tax [Line Items] | |||
Tax credit carryforward | 7,200,000 | ||
US State | |||
Income Tax [Line Items] | |||
Net operating loss carry forwards (NOLs) | 296,437,000 | ||
US State | Research Tax Credit Carryforward | |||
Income Tax [Line Items] | |||
Tax credit carryforward | $ 16,800,000 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Net loss before tax | $ (578,485) | $ (357,937) | $ (213,256) |
Statutory combined U.S. federal and state tax rate (as a percent) | 21.00% | 21.00% | 21.00% |
Tax computed at federal statutory rate | $ (121,482) | $ (75,167) | $ (44,784) |
State income taxes, net of federal benefit | (4,657) | (13,490) | 0 |
Effect of change in valuation allowance | 150,487 | 110,985 | 52,719 |
Non-deductible share-based compensation | 4,783 | 2,724 | 1,810 |
Tax deductions for share-based compensation | (17,243) | (17,991) | (6,917) |
Tax credits | (30,289) | (15,672) | (8,621) |
Foreign withholding taxes | 3,299 | 0 | 0 |
Change in tax rate | 2,972 | 0 | 0 |
Unrecognized tax benefits | 7,573 | 3,857 | 2,143 |
Non-deductible officers’ compensation | 8,318 | 4,697 | 3,527 |
Other differences | (462) | 57 | 123 |
Income tax expense | $ 3,299 | $ 0 | $ 0 |
Income Taxes - Net Deferred Inc
Income Taxes - Net Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Tangible and intangible depreciable assets | $ 29,576 | $ 32,180 |
Stock compensation | 26,738 | 19,183 |
Provisions | 5,740 | 2,510 |
Lease liability | 9,916 | 8,800 |
Non-current investment | 673 | 0 |
Net operating loss carryforward | 299,204 | 182,536 |
Capital loss carryforward | 89 | 114 |
Canada scientific research and experimental development expenditures | 5,471 | 5,471 |
U.S. research and development tax credits | 51,550 | 28,834 |
Total gross deferred tax assets | 428,957 | 279,628 |
Less valuation allowance | (421,044) | (270,368) |
Net deferred tax assets | 7,913 | 9,260 |
Deferred tax liabilities: | ||
Right-of-use asset | (7,913) | (8,377) |
Non-current investment | 0 | (883) |
Net deferred income taxes | $ 0 | $ 0 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Expirations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
US Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | $ 1,250,773 |
US Federal | 2030 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | |
US Federal | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | |
US Federal | 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | |
US Federal | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 2,225 |
US Federal | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 7,276 |
US Federal | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 53,359 |
US Federal | 2036 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 23,379 |
US Federal | 2037 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 65,509 |
US Federal | 2038 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US Federal | 2039 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US Federal | 2040 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US Federal | 2041 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US Federal | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 1,099,025 |
US State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 296,437 |
US State | 2030 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | |
US State | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | |
US State | 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | |
US State | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 2,232 |
US State | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 22,162 |
US State | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 52,950 |
US State | 2036 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US State | 2037 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US State | 2038 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 3,741 |
US State | 2039 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
US State | 2040 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 190,783 |
US State | 2041 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 24,569 |
US State | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
Canadian Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 79,545 |
Canadian Federal | 2030 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 4,830 |
Canadian Federal | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 7,059 |
Canadian Federal | 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 13,308 |
Canadian Federal | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 18,623 |
Canadian Federal | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 32,401 |
Canadian Federal | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 1,084 |
Canadian Federal | 2036 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 777 |
Canadian Federal | 2037 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 697 |
Canadian Federal | 2038 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
Canadian Federal | 2039 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 242 |
Canadian Federal | 2040 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 273 |
Canadian Federal | 2041 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 251 |
Canadian Federal | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
Canadian Provincial | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 78,924 |
Canadian Provincial | 2030 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 4,907 |
Canadian Provincial | 2031 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 7,066 |
Canadian Provincial | 2032 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 12,433 |
Canadian Provincial | 2033 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 19,385 |
Canadian Provincial | 2034 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 31,809 |
Canadian Provincial | 2035 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 1,084 |
Canadian Provincial | 2036 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 777 |
Canadian Provincial | 2037 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 697 |
Canadian Provincial | 2038 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 0 |
Canadian Provincial | 2039 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 242 |
Canadian Provincial | 2040 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 273 |
Canadian Provincial | 2041 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | 251 |
Canadian Provincial | Does not expire | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards (NOLs) | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Canadian Federal | |||
Reconciliation of the beginning and ending gross amounts of unrecognized tax positions | |||
Unrecognized tax positions, beginning of year | $ 7,394 | $ 4,268 | $ 2,617 |
Gross increase — current period tax positions | 6,482 | 3,126 | 1,651 |
Gross decrease — prior period tax positions | 0 | 0 | 0 |
Gross increase — prior period tax positions | 0 | 0 | 0 |
Expiration of statute of limitations | 0 | 0 | 0 |
Unrecognized tax positions, end of year | 13,876 | 7,394 | 4,268 |
Canadian Provincial | |||
Reconciliation of the beginning and ending gross amounts of unrecognized tax positions | |||
Unrecognized tax positions, beginning of year | 9,652 | 8,648 | 8,010 |
Gross increase — current period tax positions | 1,367 | 1,004 | 638 |
Gross decrease — prior period tax positions | (78) | 0 | 0 |
Gross increase — prior period tax positions | 0 | 0 | 0 |
Expiration of statute of limitations | 0 | 0 | 0 |
Unrecognized tax positions, end of year | $ 10,941 | $ 9,652 | $ 8,648 |
Investment Tax Credits - Summar
Investment Tax Credits - Summary (Details) - Canadian Federal $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
INVESTMENT TAX CREDITS | |
Non-refundable ITCs related to scientific research and development expenditures | $ 3,920 |
2030 | |
INVESTMENT TAX CREDITS | |
Non-refundable ITCs related to scientific research and development expenditures | 764 |
2031 | |
INVESTMENT TAX CREDITS | |
Non-refundable ITCs related to scientific research and development expenditures | 1,000 |
2032 | |
INVESTMENT TAX CREDITS | |
Non-refundable ITCs related to scientific research and development expenditures | 1,125 |
2033 | |
INVESTMENT TAX CREDITS | |
Non-refundable ITCs related to scientific research and development expenditures | $ 1,031 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | ||
Operating right-of-use asset | $ 39,900,000 | |
Total lease liability | 41,900,000 | |
Lease liability | $ 45,879,000 | |
Current Headquarters | ||
Lessee, Lease, Description [Line Items] | ||
Discount rate (as a percent) | 12.00% | |
Operating right-of-use asset | $ 37,680,000 | 39,890,000 |
Total lease liability | 47,220,000 | |
Operating lease expense | 7,700,000 | |
Operating lease liability current | 1,300,000 | |
Operating lease cost | 300,000 | |
Lease liability | $ 45,900,000 | $ 41,905,000 |
Building | Future Headquarters | ||
Lessee, Lease, Description [Line Items] | ||
Lease term | 12 years | |
Future monthly rent expense | $ 600,000 | |
Annual rent increase (as a percent) | 3.00% | |
Building | Current Headquarters | ||
Lessee, Lease, Description [Line Items] | ||
Annual rent increase (as a percent) | 3.00% | |
Monthly rent expense | $ 24,100 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Total lease liability | $ 41,900 | |
Current Headquarters | ||
Lessee, Lease, Description [Line Items] | ||
2022 | $ 1,681 | |
2023 | 7,844 | |
2024 | 8,080 | |
2025 | 8,322 | |
2026 | 8,572 | |
Thereafter | 59,685 | |
Total operating lease payments | 94,184 | |
Less: Amount representing interest | (46,964) | |
Total lease liability | 47,220 | |
Operating Lease, Lease Termination, Reduction of Lease Liability, Amount | $ 41,100 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Summary (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
License and collaboration revenues | $ 299 | $ 71,793 | $ 0 | $ 0 | $ 1,707 | $ 11,424 | $ 0 | $ 267 | $ 72,092 | $ 13,398 | $ 3,335 |
Loss from operations | (197,075) | (79,499) | (164,186) | (132,421) | (106,336) | (88,678) | (84,862) | (89,487) | (573,181) | (369,363) | (222,104) |
Net loss | $ (199,620) | $ (80,054) | $ (166,430) | $ (135,680) | $ (101,087) | $ (87,336) | $ (82,859) | $ (86,655) | $ (581,784) | $ (357,937) | $ (213,256) |
Basic and diluted net loss per share (USD per share) | $ (3.72) | $ (1.55) | $ (3.23) | $ (2.67) | $ (2.08) | $ (1.96) | $ (1.89) | $ (2.02) |
Uncategorized Items - mrtx-2021
Label | Element | Value |
Pfizer Discovery and Collaboration Agreement [Member] | Milestone Payments - Initiation of First Phase 1 Trial for MRTX849 [Member] | ||
Research and Development Expense | us-gaap_ResearchAndDevelopmentExpense | $ 1,000,000 |
Pfizer Discovery and Collaboration Agreement [Member] | Development Milestone Payments [Member] | ||
Research and Development Arrangement, Discovery and Collaboration Agreement, Milestone Payments Paid | mrtx_ResearchandDevelopmentArrangementDiscoveryandCollaborationAgreementMilestonePaymentsPaid | 9,500,000 |
Research and Development Arrangement, Discovery and Collaboration Agreement, Compensation Expected to be Paid | mrtx_ResearchandDevelopmentArrangementDiscoveryandCollaborationAgreementCompensationExpectedtobePaid | 9,300,000 |
Pfizer Discovery and Collaboration Agreement [Member] | Sales Milestone Payments [Member] | ||
Research and Development Arrangement, Discovery and Collaboration Agreement, Compensation Expected to be Paid | mrtx_ResearchandDevelopmentArrangementDiscoveryandCollaborationAgreementCompensationExpectedtobePaid | $ 337,000,000 |