Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 09, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | XOMA Corp | ||
Entity Central Index Key | 791908 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $487,653,571 | ||
Entity Common Stock, Shares Outstanding | 116,185,969 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $78,445 | $101,659 |
Short-term investments | 0 | 19,990 |
Trade and other receivables, net | 3,309 | 3,781 |
Prepaid expenses and other current assets | 2,088 | 1,630 |
Total current assets | 83,842 | 127,060 |
Property and equipment, net | 5,120 | 6,456 |
Other assets | 669 | 1,266 |
Total assets | 89,631 | 134,782 |
Current liabilities: | ||
Accounts payable | 5,990 | 9,616 |
Accrued and other liabilities | 9,892 | 9,934 |
Deferred revenue - current | 1,089 | 2,218 |
Interest bearing obligations - current | 19,247 | 5,835 |
Accrued interest on interest bearing obligations - current | 257 | 2,042 |
Total current liabilities | 36,475 | 29,645 |
Deferred revenue - long-term | 1,939 | 4,105 |
Interest bearing obligations - long-term | 16,290 | 35,150 |
Contingent warrant liabilities | 31,828 | 69,869 |
Total liabilities | 86,532 | 138,769 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.05 par value, 1,000,000 shares authorized, 0 issued and outstanding | 0 | 0 |
Common stock, $0.0075 par value, 277,333,332 and 138,666,666 shares authorized at December 31, 2014 and 2013, respectively, 115,892,450 and 105,386,216 shares issued and outstanding at December 31, 2014 and 2013, respectively | 869 | 787 |
Additional paid-in capital | 1,121,707 | 1,076,403 |
Accumulated comprehensive loss | 0 | -1 |
Accumulated deficit | -1,119,477 | -1,081,176 |
Total stockholders' equity (deficit) | 3,099 | -3,987 |
Total liabilities and stockholders' equity (deficit) | $89,631 | $134,782 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' equity (deficit): | ||
Preferred stock, par value (in dollars per value) | $0.05 | $0.05 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preference shares, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 277,333,332 | 138,666,666 |
Common stock, shares issued (in shares) | 115,892,450 | 105,386,216 |
Common stock, shares outstanding (in shares) | 115,892,450 | 105,386,216 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
License and collaborative fees | $5,683 | $11,028 | $5,727 |
Contract and other | 13,183 | 24,423 | 28,055 |
Total revenues | 18,866 | 35,451 | 33,782 |
Operating expenses: | |||
Research and development | 80,748 | 74,851 | 68,467 |
Selling, general and administrative | 19,866 | 18,477 | 16,865 |
Restructuring | 84 | 328 | 5,074 |
Total operating expenses | 100,698 | 93,656 | 90,406 |
Loss from operations | -81,832 | -58,205 | -56,624 |
Other income (expense): | |||
Interest expense | -4,303 | -4,631 | -4,387 |
Other income (expense), net | 2,061 | -197 | -956 |
Revaluation of contingent warrant liabilities | 45,773 | -61,039 | -9,172 |
Net loss before taxes | -38,301 | -124,072 | -71,139 |
Benefit from income taxes | 0 | 14 | 74 |
Net loss | -38,301 | -124,058 | -71,065 |
Basic net loss per share of common stock (in dollars per share) | ($0.36) | ($1.43) | ($1.10) |
Diluted net loss per share of common stock (in dollars per share) | ($0.67) | ($1.43) | ($1.10) |
Shares used in computing basic net loss per share of common stock (in shares) | 107,435 | 86,938 | 64,629 |
Shares used in computing diluted net loss per share of common stock (in shares) | 115,333 | 86,938 | 64,629 |
Other comprehensive loss: | |||
Net loss | -38,301 | -124,058 | -71,065 |
Net unrealized gain (loss) on available-for-sale securities | 1 | -9 | 8 |
Comprehensive loss | ($38,300) | ($124,067) | ($71,057) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common Stock [Member] | Paid-In Capital [Member] | Accumulated Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2011 | $263 | $900,801 | $0 | ($886,053) | $15,011 |
Balance (in shares) at Dec. 31, 2011 | 35,107,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, contributions to 401(k) and incentive plans | 8 | 1,323 | 0 | 0 | 1,331 |
Exercise of stock options, contributions to 401(k) and incentive plans (in shares) | 1,089,000 | ||||
Release of restricted stock units | 0 | 0 | 0 | 0 | 0 |
Release of restricted stock units (in shares) | 397,000 | ||||
Stock-based compensation expense | 0 | 4,284 | 0 | 0 | 4,284 |
Sale of shares of common stock | 340 | 75,960 | 0 | 0 | 76,300 |
Sale of shares of common stock (in shares) | 45,288,000 | ||||
Issuance of warrants | 0 | -6,335 | 0 | 0 | -6,335 |
Exercise of warrants | 4 | 1,929 | 0 | 0 | 1,933 |
Exercise of warrants (in shares) | 566,000 | ||||
Net loss | 0 | 0 | 0 | -71,065 | -71,065 |
Other comprehensive income (loss) | 0 | 0 | 8 | 0 | 8 |
Balance at Dec. 31, 2012 | 615 | 977,962 | 8 | -957,118 | 21,467 |
Balance (in shares) at Dec. 31, 2012 | 82,447,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, contributions to 401(k) and incentive plans | 7 | 2,213 | 0 | 0 | 2,220 |
Exercise of stock options, contributions to 401(k) and incentive plans (in shares) | 933,000 | ||||
Release of restricted stock units | 6 | -6 | 0 | 0 | 0 |
Release of restricted stock units (in shares) | 801,000 | ||||
Stock-based compensation expense | 0 | 5,099 | 0 | 0 | 5,099 |
Sale of shares of common stock | 147 | 82,799 | 0 | 0 | 82,946 |
Sale of shares of common stock (in shares) | 19,661,000 | ||||
Exercise of warrants | 12 | 8,336 | 0 | 0 | 8,348 |
Exercise of warrants (in shares) | 1,544,000 | ||||
Net loss | 0 | 0 | 0 | -124,058 | -124,058 |
Other comprehensive income (loss) | 0 | 0 | -9 | 0 | -9 |
Balance at Dec. 31, 2013 | 787 | 1,076,403 | -1 | -1,081,176 | -3,987 |
Balance (in shares) at Dec. 31, 2013 | 105,386,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, contributions to 401(k) and incentive plans | 11 | 4,515 | 0 | 0 | 4,526 |
Exercise of stock options, contributions to 401(k) and incentive plans (in shares) | 1,065,000 | ||||
Release of restricted stock units | 7 | -7 | 0 | 0 | 0 |
Release of restricted stock units (in shares) | 981,000 | ||||
Stock-based compensation expense | 0 | 10,772 | 0 | 0 | 10,772 |
Sale of shares of common stock | 61 | 37,725 | 0 | 0 | 37,786 |
Sale of shares of common stock (in shares) | 8,097,000 | ||||
Issuance of warrants | -10,258 | -10,258 | |||
Exercise of warrants | 3 | 2,557 | 0 | 0 | 2,560 |
Exercise of warrants (in shares) | 363,000 | ||||
Net loss | 0 | 0 | 0 | -38,301 | -38,301 |
Other comprehensive income (loss) | 0 | 0 | 1 | 0 | 1 |
Balance at Dec. 31, 2014 | $869 | $1,121,707 | $0 | ($1,119,477) | $3,099 |
Balance (in shares) at Dec. 31, 2014 | 115,892,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($38,301) | ($124,058) | ($71,065) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,856 | 2,575 | 4,124 |
Common stock contribution to 401(k) | 870 | 828 | 1,134 |
Stock-based compensation expense | 10,772 | 5,099 | 4,284 |
Accrued interest on interest bearing obligations | -1,444 | 2,284 | 1,186 |
Revaluation of contingent warrant liabilities | -45,773 | 61,039 | 9,172 |
Restructuring charge related to long-lived assets | 0 | 0 | 2,460 |
Amortization of debt discount, final payment fee on debt, and debt issuance costs | 2,707 | 2,470 | 1,958 |
Loss on sale and retirement of property and equipment | 0 | 281 | 29 |
Unrealized loss on foreign currency exchange | -2,280 | 662 | 295 |
Unrealized loss on foreign exchange options | 355 | 127 | 714 |
Other non-cash adjustments | -9 | -20 | -11 |
Changes in assets and liabilities: | |||
Trade and other receivables, net | 472 | 4,486 | 4,064 |
Prepaid expenses and other assets | -662 | 481 | -158 |
Accounts payable and accrued liabilities | -3,774 | 2,901 | 4,485 |
Deferred revenue | -2,983 | -3,399 | -3,511 |
Other liabilities | -88 | -1,671 | 75 |
Net cash used in operating activities | -78,282 | -45,915 | -40,765 |
Cash flows from investing activities: | |||
Purchases of investments | 0 | -19,991 | -56,970 |
Proceeds from maturities of investments | 20,000 | 40,000 | 17,000 |
Purchase of property and equipment | -325 | -1,169 | -2,509 |
Proceeds from sale of property and equipment | 0 | 0 | 463 |
Net cash provided by (used in) investing activities | 19,675 | 18,840 | -42,016 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 41,442 | 84,338 | 76,498 |
Proceeds from the exercise of warrants | 35 | 2,176 | 993 |
Proceeds from issuance of long-term debt, net of issuance costs | 0 | 0 | 4,434 |
Principal payments of debt | -5,917 | -3,125 | -2,143 |
Net cash provided financing activities | 35,560 | 83,389 | 79,782 |
Effect of exchange rate changes on cash | -167 | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | -23,214 | 56,314 | -2,999 |
Cash and cash equivalents at the beginning of the period | 101,659 | 45,345 | 48,344 |
Cash and cash equivalents at the end of the period | 78,445 | 101,659 | 45,345 |
Cash paid during the year for: | |||
Interest | 3,009 | 1,262 | 1,035 |
Non-cash investing and financing activities: | |||
Issuance of warrants | 10,258 | 0 | 6,390 |
Reclassification of contingent warrant liability to equity upon exercise of warrants | -2,526 | -6,171 | -940 |
Interest added to principal balances on long-term debt | 313 | 935 | 1,160 |
Investment in Symplmed Pharmaceuticals, LLC | 0 | 171 | 0 |
Discount on long-term debt | $0 | $0 | ($55) |
Description_of_Business
Description of Business | 12 Months Ended | |
Dec. 31, 2014 | ||
Description of Business [Abstract] | ||
Description of Business | 1 | Description of Business |
XOMA Corporation (“XOMA” or the “Company”), a Delaware corporation combines a portfolio of late-stage clinical programs and research activities to develop innovative therapeutic antibodies for which it intends to commercialize. XOMA focuses its scientific research on allosteric modulation, which offers opportunities for new classes of therapeutic antibodies to treat a wide range of human diseases. XOMA is developing its lead product candidate gevokizumab (IL-1 beta modulating antibody) with Les Laboratoires Servier (“Servier”) through a global Phase 3 clinical development program and ongoing proof-of-concept studies in other IL-1-mediated diseases. XOMA’s scientific research also has produced the XMet platform, which consists of three classes of preclinical antibodies, including selective insulin receptor modulators that could offer new approaches in the treatment of diabetes. The Company’s products are presently in various stages of development and most are subject to regulatory approval before they can be commercially launched. | ||
Liquidity and Management Plans | ||
The Company has incurred operating losses since its inception and had an accumulated deficit of $1.1 billion at December 31, 2014. Management expects operating losses and negative cash flows to continue for the foreseeable future. As of December 31, 2014, the Company had $78.4 million in cash and cash equivalents, which is available to fund future operations. Taking into account the repayment of its outstanding debt classified within current liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2014, the Company anticipates that it will be required to seek additional equity or debt financing or to increase the level of collaborative revenues to fund its operations through December 31, 2015. If the Company is unable to achieve the level of revenues from licensing, development and collaboration agreement and the level of government funding and external financing during 2015, as contemplated in its operating plan, the Company has plans to implement certain cost cutting actions commencing early in the fourth quarter of 2015 to reduce its working capital requirements. Consistent with the actions the Company has taken in the past, it will prioritize necessary and appropriate steps to enable the continued operations of the business and preservation of the value of its assets beyond the next twelve months, including but not limited to actions such as reduced personnel-related costs, additional curtailment of the Company’s development activities and other discretionary expenditures that are within the Company’s control. These reductions in expenditures, if required, may have an adverse impact on the Company’s ability to achieve certain of its planned objectives during 2015. In addition to seeking equity or debt financing, the Company may seek to access additional capital to support future operations through licensing, partnering or other strategic collaborative arrangements. It is unclear if or when any such transactions will occur, on satisfactory terms or at all. The Company’s ability to raise additional capital in the equity and debt markets, should the Company choose to do so, is dependent on a number of factors, including, but not limited to, the market demand for the Company’s common stock, which itself is subject to a number of pharmaceutical development and business risks and uncertainties, as well as the uncertainty that the Company would be able to raise such additional capital at a price or on terms that are favorable to the Company. |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation and Significant Accounting Policies | 2 | Basis of Presentation and Significant Accounting Policies | |||||||||||
Principles of Consolidation | |||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions among the entities have been eliminated from consolidated financial statements. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, management evaluates its estimates including, but not limited to, those related to contingent warrant liabilities, revenue recognition, research and development expense, long-lived assets, derivative instruments and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and the Company’s accrual for clinical trial expenses. Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company bills using NIH provisional rates and thus are subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be significant. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. | |||||||||||||
Correction of an Immaterial Error | |||||||||||||
During the fourth quarter of 2014, we identified an immaterial error in our interim consolidated financial statements primarily pertaining to the three month period ended September 30, 2014 driven by certain stock-based compensation expense recorded in the period. We corrected the immaterial error in the fourth quarter of 2014, resulting in a decrease to operating expenses and net loss by $1.6 million and a decrease to basic and diluted loss per share of $0.01 and $0.02, respectively, for the three months ended December 31, 2014. The error does not affect results from operations for the year ended December 31, 2014. Based on management's evaluation of the materiality of the error from a qualitative and quantitative perspective as required by authoritative guidance, we concluded that correcting the error had no material impact on any of the Company's previously issued interim financial statements, would be immaterial to the fourth quarter results for 2014 and had no effect on the trend of financial results. | |||||||||||||
Reclassifications | |||||||||||||
Certain reclassifications of prior period amounts have been made to the financial statements and accompanying notes to conform to the current period presentation. Prior period presentations of net product sales and royalty revenue have been reclassified into contract and other revenue because the net product sales and royalty revenue were not material for all periods presented. These reclassifications had no impact on the Company’s previously reported net loss or cash flows. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The determination of criteria (2) is based on management’s judgments regarding whether a continuing performance obligation exists. The determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Allowances are established for estimated uncollectible amounts, if any. | |||||||||||||
The Company recognizes revenue from its license and collaboration arrangements, contract services, product sales and royalties. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the arrangement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The consideration received is allocated among the separate units based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. | |||||||||||||
License and Collaborative Fees | |||||||||||||
Revenue from non-refundable license, technology access or other payments under license and collaborative agreements where the Company has a continuing obligation to perform is recognized as revenue over the estimated period of the continuing performance obligation. The Company estimates the performance period at the inception of the arrangement and reevaluates it each reporting period. Management makes its best estimate of the period over which it expects to fulfill the performance obligations, which may include clinical development activities. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the performance period. This reevaluation may shorten or lengthen the period over which the remaining revenue is recognized. Changes to these estimates are recorded on a prospective basis. Cost reimbursement revenue under collaborative agreements is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. | |||||||||||||
License and collaboration agreements with certain third parties also provide for contingent payments to be paid to XOMA based solely upon the performance of the partner. For such contingent payments revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided that collection is reasonably assured and the other revenue recognition criteria have been satisfied. Milestone payments that are not substantive or that require a continuing performance obligation on the part of the Company are recognized over the expected period of the continuing performance obligation. Amounts received in advance are recorded as deferred revenue until the related milestone is completed. | |||||||||||||
Contract Revenue | |||||||||||||
Contract revenue for research and development involves the Company providing research and development and manufacturing services to collaborative partners, biodefense contractors or others. Revenue for certain contracts is accounted for by a proportional performance, or output-based, method where performance is based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period are based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance are recognized on a prospective basis and do not result in reversal of revenue should the estimate to complete be extended. In 2014, the Company had a $1.8 million adjustment to decrease previously invoiced balances from the NIAID contract. Refer to Note 4 Collaborative, Licensing and Other Arrangements. | |||||||||||||
Up-front fees are recognized in the same manner as the final deliverable, which is generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the arrangement. | |||||||||||||
Royalty Revenue | |||||||||||||
Royalty revenue and royalty receivables are recorded in the periods these royalty amounts are earned, and collection is reasonably assured. The royalty revenue and receivables recorded in these instances are based upon communication with collaborative partners or licensees, historical information and forecasted sales trends. | |||||||||||||
Research and Development Expenses | |||||||||||||
The Company expenses research and development costs as incurred. Research and development expenses consist of direct costs such as salaries and related personnel costs, and material and supply costs, and research-related allocated overhead costs, such as facilities costs. In addition, research and development expenses include costs related to clinical trials. From time to time, research and development expenses may include up-front fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. | |||||||||||||
The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. The Company may terminate these contracts upon written notice and are generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Expenses resulting from clinical trials are recorded when incurred based, in part on estimates as to the status of the various trials. In 2014, the Company changed its methodology of accrual for the per-patient component of clinical trial expense from straight-line over the patient treatment period to scheduled costs as projected by the contract research organization. The change resulted in a $0.2 million adjustment to the Company’s accrued estimates for clinical trial activities from inception of the trials through December 31, 2014. | |||||||||||||
Cash and Cash Equivalents and Short-term Investments | |||||||||||||
The Company considers all highly liquid debt instruments with maturities of three months or less at the time the Company acquires them and that can be liquidated without prior notice or penalty to be cash equivalents. | |||||||||||||
Short-term investments include debt securities classified as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, if any, reported in other comprehensive income (loss). The estimate of fair value is based on publicly available market information. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are also included in other income (expense). The Company reviews its instruments for other-than-temporary impairment whenever the value of the instrument is less than the amortized cost. The cost of investments sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in other income (expense). | |||||||||||||
Property and Equipment and Long-Lived Assets | |||||||||||||
Property and equipment is stated at cost less depreciation. Equipment depreciation is calculated using the straight-line method over the estimated useful lives of the assets (three to seven years). Leasehold improvements, buildings and building improvements are depreciated using the straight-line method over the shorter of the lease terms or the useful lives (one to fifteen years). | |||||||||||||
The Company reviews the carrying values and depreciation lives of its long-lived assets whenever events or changes in business circumstances or planned use of long-lived assets indicate that the asset may not be recoverable. An impairment loss is recognized when the estimated future net cash flows expected to result from the use of an asset is less than its carrying amount. Long-lived assets include property and equipment and building and leasehold improvements. | |||||||||||||
Warrants | |||||||||||||
The Company has issued warrants to purchase shares of its common stock in connection with financing activities. The Company accounts for some of these warrants as a liability at fair value and others as equity at fair value. The fair value of the outstanding warrants is estimated using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company uses the full remaining contractual term of the warrant. In 2013, the Company changed its expected volatility assumption in the Black-Scholes Model from a volatility implied from warrants issued by XOMA in recent private placement transactions to a volatility based on historical stock price volatility observed on XOMA’s underlying stock. A historical stock price volatility rate was determined to be a more precise indicator for the fair value calculation of the Company’s warrants due to time elapsed since these warrants were granted. The assumptions associated with contingent warrant liabilities are reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities are recognized in revaluation of contingent warrant liabilities within the Consolidated Statements of Comprehensive Loss. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification Topic 740, Income Taxes ("ASC 740"). The application of income tax law and regulations are inherently complex. | |||||||||||||
Accounting standards provide for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company assessed the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The Company has provided a full valuation allowance on its deferred tax assets at December 31, 2014 and 2013 because it believes it is more likely than not that the deferred tax assets will not be realized as of December 31, 2014, and 2013. | |||||||||||||
Based upon the weight of available evidence, which includes the Company’s historical operating performance and carry-back potential, the Company has determined that total deferred tax assets should be fully offset by a valuation allowance. | |||||||||||||
Net Loss per Share of Common Stock | |||||||||||||
Basic net loss per share of common stock is based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed conversion of certain stock options, restricted stock units (“RSUs”), and warrants for common stock. The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, adjustments to net income or net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. | |||||||||||||
Potentially dilutive securities are excluded from the calculation of loss per share if their inclusion is anti-dilutive. The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options for common stock | 6,666 | 7,087 | 5,603 | ||||||||||
Warrants for common stock | 2,073 | 15,839 | 13,840 | ||||||||||
Total | 8,739 | 22,926 | 19,443 | ||||||||||
For the year ended December 31, 2014, the following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Numerator | |||||||||||||
Net loss before taxes | |||||||||||||
Basic | $ | (38,301 | ) | ||||||||||
Adjustment for revaluation of contingent warrant liabilities | (39,512 | ) | |||||||||||
Diluted | $ | (77,813 | ) | ||||||||||
Denominator | |||||||||||||
Weighted average shares outstanding used for basic net loss per share | 107,435 | ||||||||||||
Effect of dilutive warrants | 7,898 | ||||||||||||
Weighted average shares outstanding for dilutive net loss per share | 115,333 | ||||||||||||
For the years ended December 31, 2013 and 2012, all potentially dilutive securities outstanding were considered anti-dilutive, and therefore the calculations of basic and diluted net loss per share were the same. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of the provisions of ASC 606. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU introduces an explicit requirement for management to assess if there is substantial doubt about an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management must assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance date. Disclosures are required if conditions give rise to substantial doubt. ASU 2014-15 is effective for all entities in the first annual period ending after December 15, 2016. The Company is currently assessing the potential effects of this ASU on the consolidated financial statements. | |||||||||||||
In November 2014, the FASB issued ASU No. 2014-16, Determining whether the Host Contract in a Hybrid Instrument issued in the form of a share is more akin to debt or to equity. This ASU introduces a requirement for management to separate an embedded derivative feature from the host contract and account for the feature as a derivative according to Subtopic 815-10 on derivatives and hedging if certain criteria are met. That is, management should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. ASU 2014-16 is effective date for public entities for annual and interim report beginning after December 15, 2015. Early adoption in an interim period, is permitted. The Company is currently evaluating the potential effects of this ASU on the consolidated financial statements. |
Consolidated_Financial_Stateme
Consolidated Financial Statement Detail | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Consolidated Financial Statement Detail [Abstract] | |||||||||
Consolidated Financial Statement Detail | 3 | Consolidated Financial Statement Detail | |||||||
Cash and Cash Equivalents | |||||||||
At December 31, 2014, cash equivalents consisted of demand deposits of $10.8 million and money market funds of $67.6 million with maturities of less than 90 days at the date of purchase. At December 31, 2013, cash equivalents consisted of demand deposits of $18.9 million and money market funds of $82.8 million with maturities of less than 90 days at the date of purchase. | |||||||||
Short-term Investments | |||||||||
At December 31, 2014, there were no short term investments. At December 31, 2013, short-term investments consisted of U.S. treasury securities of $20.0 million, with maturities of greater than 90 days and less than one year from the date of purchase. | |||||||||
Foreign Exchange Options | |||||||||
The Company holds debt and may incur revenue and expenses denominated in foreign currencies, which exposes it to market risk associated with foreign currency exchange rate fluctuations between the U.S. dollar and the Euro. The Company is required in the future to make principal and accrued interest payments in Euros on its €15.0 million loan from Servier (See Note 7: Long-Term Debt and Other Arrangements). In order to manage its foreign currency exposure related to these payments, in May 2011, the Company entered into two foreign exchange option contracts to buy €1.5 million and €15.0 million in January 2014 and January 2016, respectively. By having these option contracts in place, the Company’s foreign exchange rate risk is reduced if the U.S. dollar weakens against the Euro. However, if the U.S. dollar strengthens against the Euro, the Company is not required to exercise these options, but will not receive any refund on premiums paid. | |||||||||
Upfront premiums paid on these foreign exchange option contracts totaled $1.5 million. The fair values of these option contracts are revalued at each reporting period and are estimated based on pricing models using readily observable inputs from actively quoted markets. The fair values of these option contracts are included in other assets on the consolidated balance sheet and changes in fair value on these contracts are included in other income (expense) on the consolidated statements of comprehensive loss. | |||||||||
As of December 31, 2014, one option contract had expired. The remaining foreign exchange option was revalued at December 31, 2014 and the fair value was de minimis. As of December 31, 2013, the fair value was $0.4 million. The Company recognized losses of $0.4 million, $0.1 million, and $0.7 million related to the revaluation for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Receivables | |||||||||
Accounts receivable are stated at their net realizable value. Specific allowances are recorded for known troubled accounts or based on other available information. Accounts receivable are written off after all reasonable means to collect the full amount have been exhausted. | |||||||||
Receivables consisted of the following at December 31, 2014 and 2013 (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Trade receivables, net | $ | 2,993 | $ | 3,731 | |||||
Other receivables | 316 | 50 | |||||||
Total | $ | 3,309 | $ | 3,781 | |||||
Property and Equipment | |||||||||
Property and equipment consisted of the following at December 31, 2014 and 2013 (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Equipment and furniture | $ | 28,638 | $ | 28,365 | |||||
Buildings, leasehold and building improvements | 9,343 | 9,316 | |||||||
Construction-in-progress | 337 | 225 | |||||||
Land | 310 | 310 | |||||||
38,628 | 38,216 | ||||||||
Less: Accumulated depreciation and amortization | (33,508 | ) | (31,760 | ) | |||||
Property and equipment, net | $ | 5,120 | $ | 6,456 | |||||
Depreciation and amortization expense was $1.9 million, $2.9 million and $4.1 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
Accrued Liabilities | |||||||||
Accrued liabilities consisted of the following at December 31, 2014 and 2013 (in thousands): | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Incentive compensation | $ | 4,295 | $ | 4,386 | |||||
Accrued payroll and other benefits | 3,061 | 3,009 | |||||||
Accrued clinical trial costs | 1,424 | 878 | |||||||
Other | 1,112 | 1,661 | |||||||
Total | $ | 9,892 | $ | 9,934 | |||||
Contingent Warrant Liabilities | |||||||||
In December 2014, in connection with a registered direct offering to select institutional investors, the Company issued two-year warrants to purchase up to an aggregate of 8,097,165 shares of XOMA’s common stock at an exercise price of $7.90 per share. These warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounts for the warrants issued in December 2014 as a liability at fair value. In addition, the estimated liability related to the warrants is revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders’ equity, or expiration of the warrants. On December 8, 2014, the date of issuance, the fair value of the warrant liability was estimated to be $10.3 million using the Black-Scholes Model. The Company revalued the warrant liability at December 31, 2014, and recorded a $5.1 million decline in the fair value as a gain in the revaluation of contingent warrant liabilities in the accompanying consolidated statements of comprehensive loss. The decrease in liability is due primarily to the decrease in the market price of XOMA’s common stock at December 31, 2014. As of December 31, 2014, all of the warrants were outstanding and had a fair value of $5.2 million. | |||||||||
In March 2012, in connection with an underwritten offering, the Company issued five-year warrants to purchase 14,834,577 shares of XOMA’s common stock at an exercise price of $1.76 per share. These warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounts for the warrants issued in March 2012 as a liability at fair value. In addition, the estimated liability related to the warrants is revalued at each reporting period until the earlier of the exercise of the warrants, at which time the liability will be reclassified to stockholders' equity, or expiration of the warrants. As of December 31, 2013, 12,562,682 of these warrants were outstanding and had a fair value of $68.7 million. The Company revalued the warrant liability at December 31, 2014 using the Black-Scholes Model and recorded the $39.5 million decrease in the fair value of as a gain in the revaluation of contingent warrant liabilities in the accompanying consolidated statements of comprehensive loss. In 2014, the Company reclassified $2.5 million from contingent warrant liabilities to equity on the consolidated balance sheet due to the exercise of these warrants. As of December 31, 2014, 12,109,418 of these warrants were outstanding and had a fair value of $26.7 million. The decrease in liability is due primarily to the decrease in the market price of XOMA’s common stock at December 31, 2014. | |||||||||
In February 2010, in connection with an underwritten offering, the Company issued five-year warrants to purchase 1,260,000 shares of XOMA’s common stock at an exercise price of $10.50 per share. The warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate the Company to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounts for the warrants as liabilities at fair value. At December 31, 2013, all of the warrants were outstanding and had a fair value of $1.1 million. The Company revalued the warrant liability at December 31, 2014 using the Black-Scholes Model and recorded the $1.1 million decrease in the fair value as a gain in the revaluation of contingent warrant liabilities in the accompanying consolidated statements of comprehensive loss. As of December 31, 2014, all of the warrants were outstanding and the fair value was de minimis. The decrease in liability is due primarily to the decrease in the market price of XOMA’s common stock at December 31, 2014. | |||||||||
In June 2009, the Company issued warrants to certain institutional investors as part of a registered direct offering. The warrants represent the right to acquire an aggregate of up to 347,826 shares of XOMA’s common stock over a five year period beginning December 11, 2009 at an exercise price of $19.50 per share. The warrants contain provisions that are contingent on the occurrence of a change in control, which could conditionally obligate us to repurchase the warrants for cash in an amount equal to their fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounts for the warrants as liabilities at fair value. At December 31, 2013, all of the warrants were outstanding and had a fair value of $0.1 million. As of December 31, 2014, all of the warrants had expired unexercised. |
Collaborative_Licensing_and_Ot
Collaborative, Licensing and Other Arrangements | 12 Months Ended | |
Dec. 31, 2014 | ||
Collaborative, Licensing and Other Arrangements [Abstract] | ||
Collaborative, Licensing and Other Arrangements | 4 | Collaborative, Licensing and Other Arrangements |
Collaborative and Other Agreements | ||
Servier | ||
In December 2010, the Company entered into a license and collaboration agreement with Servier, to jointly develop and commercialize gevokizumab in multiple indications, which provided for a non-refundable upfront payment of $15.0 million that was received by the Company in January 2011. The upfront payment was recognized over the eight month period that the initial group of deliverables were provided to Servier. In addition, the Company received a loan of €15.0 million, which was fully funded in January 2011, with the proceeds converting to $19.5 million at the date of funding. See Note 7: Long-Term Debt and Other Arrangements. Under the terms of the agreement, Servier has worldwide rights to cardiovascular disease and diabetes indications and rights outside the United States and Japan to all other indications, including NIU, Behçet’s disease uveitis and other inflammatory and oncology indications. XOMA retains development and commercialization rights in the United States and Japan for all indications other than cardiovascular disease and diabetes. XOMA has an option to reacquire rights to cardiovascular disease and diabetes indications from Servier in the United States and Japan (the “Cardiometabolic Indications Option”). If the Company exercises the Cardiometabolic Indications Option, the Company will be required to pay Servier an option fee and partially reimburse their incurred development expenses. Each party has the right in certain circumstances to pursue development in indications not specified in the agreement, and in such event, the other party will have the option to participate in such development in certain circumstances, including reimbursement of a portion of the developing party’s expenses. | ||
Under this agreement, Servier will fund all activities to advance the global clinical development and future commercialization of gevokizumab in cardiovascular-related diseases and diabetes. Also, Servier funded the first $50 million of gevokizumab global clinical development and Chemistry, Manufacturing and Controls (“CMC”) expenses and continues to fund 50% of further expenses related to the pan-uveitis (“NIU”) and Behçet’s disease uveitis indications. For the years ended December 31, 2014, 2013, and 2012, the Company recorded revenue of $3.5 million, $13.6 million, and $14.5 million, respectively. | ||
Under the agreement, the Company is eligible to receive a combination of Euro and USD-denominated, development and sales milestones for multiple indications aggregating to a potential maximum of approximately $433 million converted using the December 31, 2014 Euro to U.S. Dollar (“USD”) exchange rate (the “December 31, 2014 Exchange Rate of 1.216”) if XOMA reacquires cardiovascular and/or diabetes rights in the U.S. and Japan. If XOMA does not reacquire these rights, then the milestone payments aggregate to a potential maximum of approximately $770 million converted using the December 31, 2014 Exchange Rate of 1.216. Servier’s obligation to pay development and commercialization milestones will continue for so long as Servier is developing or selling products under the agreement. | ||
The Company is also eligible to receive royalties on gevokizumab sales, which are tiered based on sales levels and range from a mid-single digit to up to a mid-teens percentage rate. The Company’s right to royalties with respect to a particular product and country will continue for so long as such product is sold in such country. | ||
On January 9, 2015, the Company and Servier entered into Amendment No. 2 to the Collaboration Agreement. Refer to Note 13, Subsequent Events for further discussion. | ||
NIAID | ||
In July 2006, the Company was awarded a $16.3 million contract to produce monoclonal antibodies for the treatment of botulism to protect United States citizens against the harmful effects of botulinum neurotoxins used in bioterrorism. The contract work was performed on a cost plus fixed fee basis. The original contract was for a three-year period, however the contract was extended into 2010. The Company recognizing revenue as the services are performed on a proportional performance basis. This work was complete in the third quarter of 2010. In 2011, the NIH conducted an audit of the Company’s actual data for the period from January 1, 2007 through December 31, 2009 and developed final billing rates for this period. As a result, the Company retroactively applied these NIH rates to the invoices from this period resulting in an increase in revenue of $2.0 million from the NIH. Upon settlement, the Company recognized the $2.0 million in revenue in 2012. | ||
In September 2008, the Company announced that it had been awarded a $64.8 million multiple-year contract funded with federal funds from NIAID, a part of the NIH (Contract No. HHSN272200800028C), to continue development of anti-botulinum antibody product candidates. The contract work is being performed on a cost plus fixed fee basis over a three-year period. The Company is recognizing revenue under the arrangement as the services are performed on a proportional performance basis. In 2011, the NIH conducted an audit of the Company’s actual data for period from January 1, 2007 through December 31, 2009 and developed final billing rates for this period. As a result, the Company retroactively applied these NIH rates to the invoices from this period resulting in an increase in revenue of $1.1 million from the NIH, excluding $0.9 million billed to the NIH in 2010 resulting from the Company’s performance of a comparison of 2009 calculated costs incurred and costs billed to the government under provisional rates. In 2014, upon completion of a NIAID review of hours and external expenses, XOMA agreed to exclude certain hours and external expenses resulting in a $1.8 million adjustment to decrease previously invoiced balances. The adjustment was offset by a $1.9 million deferred revenue balance that was recorded in 2012 as a result of a rate adjustment for the period 2007 to 2009. This adjustment reduced accounts receivable and deferred revenue by $1.8 million to reflect the final settlement of the 2008 to 2013 hours and external review. The remaining $0.1 million in deferred revenue in connection with the 2011 NIH rate audit will be recognized upon completion of negotiations with and approval by the NIH. In 2014, the Company recognized revenue of $1.2 million under this contract, compared with $4.4 million in 2013 and $6.6 million in 2012. | ||
In October 2011, the Company announced that NIAID had awarded the Company a new contract under Contract No. HHSN272201100031C for up to $28.0 million over 5 years to develop broad-spectrum antitoxins for the treatment of human botulism poisoning. The contract work is being performed on a cost plus fixed fee basis over the life of the contract and the Company is recognizing revenue under the arrangement as the services are performed on a proportional performance basis. In 2014, the Company recognized revenue of $8.4 million under this contract, compared with $4.7 million in 2013 and $2.5 million in 2012. | ||
Servier – U.S. Perindopril Franchise | ||
On January 17, 2012, the Company announced it had acquired certain U.S. rights to a portfolio of antihypertensive products from Servier. The portfolio includes ACEON® (perindopril erbumine), a currently marketed angiotensin converting enzyme (“ACE”) inhibitor, and three Fixed Dose Combination (“FDC”) product candidates where a form of proprietary perindopril (perindopril arginine) is combined with another active ingredient(s). The Company assumed commercialization activities for ACEON in January 2012. In November 2012, the Company announced that the 837-patient Phase 3 trial for the FDC of perindopril arginine and amlodipine besylate (“FDC1”) met its primary endpoint. Partial funding for the trial was provided by Servier. | ||
In connection with the original agreement, the Company paid a $1.5 million license fee to Servier in the third quarter of 2010. In July 2013, the Company transferred U.S. development and commercialization rights of perindopril franchise and sublicensed the U.S. marketing rights to ACEON, to Symplmed. Under the terms of the arrangement, the Company received a minority equity position in Symplmed and up to double-digit royalties on sales of the first fixed-dose combination containing perindopril arginine and amlodipine besylate, if it is approved by the FDA. The Company recorded the minority equity position in other assets of the Company’s consolidated balance sheets. Symplmed, under a sublicense agreement, assumes U.S. marketing responsibilities for ACEON (perindopril erbumine). Following the ACEON NDA transfer, Symplmed will pay the Company single-digit royalties on sales of ACEON. In July 2014, the U.S. marketing rights to ACEON New Drug Application (“NDA”) was transferred to Symplmed. In 2014, the Company recognized a de minimis amount in royalties. | ||
Takeda | ||
In November 2006, the Company entered into a fully funded collaboration agreement with Takeda for therapeutic monoclonal antibody discovery and development. Under the agreement, Takeda will make up-front, annual maintenance and milestone payments to the Company, fund its research and development and manufacturing activities for preclinical and early clinical studies and pay royalties on sales of products resulting from the collaboration. Takeda will be responsible for clinical trials and commercialization of drugs after an Investigational New Drug Application (“IND”) submission and is granted the right to manufacture once the product enters into Phase 2 clinical trials. During the collaboration, the Company will discover therapeutic antibodies against targets selected by Takeda. The Company will recognize revenue on the up-front and annual payments on a straight-line basis over the expected term of each target antibody discovery, on the research and development and manufacturing services as they are performed on a time and materials basis, on the milestones when they are achieved and on the royalties when the underlying sales occur. In 2014, the Company recognized revenue of $1.6 million under this agreement, compared with $0.1 million in 2013 and $1.2 million in 2012. | ||
Under the terms of this agreement, the Company may receive milestone payments aggregating up to $19.0 million relating to one undisclosed product candidate and low single-digit royalties on future sales of all products subject to this license. In addition, in the event Takeda were to develop additional future qualifying product candidates under the terms of the agreement, the Company would be eligible for milestone payments aggregating up to $20.75 million for each such qualifying product candidate. The Company’s right to milestone payments expires on the later of the receipt of payment from Takeda of the last amount to be paid under the agreement or the cessation of all research and development activities with respect to all program antibodies, collaboration targets and/or collaboration products. The Company’s right to royalties expires on the later of 13.5 years from the first commercial sale of each royalty-bearing discovery product or the expiration of the last-to-expire licensed patent. | ||
In February 2009, the Company expanded its existing collaboration agreement with Takeda to provide Takeda with access to multiple antibody technologies, including a suite of research and development technologies and integrated information and data management systems. The Company may receive milestones of up to $3.25 million per discovery product candidate and low single-digit royalties on future sales of all antibody products subject to this license. The Company’s right to milestone payments expires on the later of the receipt of payment from Takeda of the last amount to be paid under the agreement or the cessation of all research and development activities with respect to all program antibodies, collaboration targets and/or collaboration products. The Company’s right to royalties expires on the later of 10 years from the first commercial sale of such royalty-bearing discovery product, or the expiration of the last-to-expire licensed patent. | ||
Novartis | ||
In November 2008, the Company restructured its product development collaboration with Novartis entered into in 2004 for the development and commercialization of antibody products for the treatment of cancer. Under the restructured agreement, the Company received $6.2 million in cash and $7.5 million in the form of debt reduction on its existing loan facility with Novartis. In addition, the Company may, in the future, receive potential milestones of up to $14.0 million and royalty rates ranging from low-double digit to high-teen percentage rates for two ongoing product programs, HCD122 and LFA 102 and options to develop or receive royalties on additional programs. In exchange, Novartis received control over the HCD122 and LFA 102 programs, as well as the right to expand the development of these programs into additional indications outside of oncology. Novartis has returned control of the prolactin receptor antibody program to the Company and is evaluating options for its continued development. The Company’s right to royalty-style payments expires on the later of the expiration of any licensed patent covering each product or 20 years from the launch of each product that is produced from a cell line provided to Novartis by XOMA. In 2013, the Company received a $7.0 million milestone relating to one currently active program. Pursuant to the obligations under the agreement, in January 2014, the Company made a payment, equal to 25 percent of the milestone received, or $1.75 million, toward its outstanding debt obligation to Novartis. In 2014, no revenue was recognized under the collaboration agreement with Novartis. | ||
A loan facility of up to $50 million was available to the Company to fund up to 75% of its share of development expenses incurred beginning in 2005. Refer to Note 7: Long-Term Debt and Other Arrangements for additional disclosure of the financing arrangement between the Company and Novartis. | ||
Licensing Agreements | ||
XOMA has granted more than 60 licenses to biotechnology and pharmaceutical companies to use the Company’s patented and proprietary technologies relating to bacterial expression of recombinant pharmaceutical products. In exchange, the Company receives license and other fees as well as access to certain of these companies’ antibody display libraries, intellectual property and/or services that complement the Company’s existing development capabilities and support the Company’s own antibody product development pipeline. | ||
Certain of these agreements also provide releases of the licensee companies and their collaborators from claims under the XOMA patents arising from past activities using the companies’ respective technologies to the extent they also used XOMA’s antibody expression technology. Licensees are often also allowed to use XOMA’s technology in combination with their own technology in future collaborations. | ||
Pfizer | ||
In August 2007, the Company entered into a license agreement with Pfizer Inc. (“Pfizer”) for non-exclusive, worldwide rights for XOMA’s patented bacterial cell expression technology for research, development and manufacturing of antibody products. Under the terms of the agreement, the Company received a license fee payment of $30 million in 2007. | ||
From 2011 through 2014, the Company received milestone payments and also may be eligible for additional milestone payments aggregating up to $17.9 million and low single-digit royalties on future sales of all products subject to this license. In addition, the Company may receive potential milestone payments aggregating up to $1.7 million for each additional qualifying product candidate. The Company’s right to milestone payments expires on the later of the expiration of the last-to-expire licensed patent or the tenth anniversary of the effective date. The Company’s right to royalties expires upon the expiration of the last-to-expire licensed patent. The Company will recognize revenue on milestones when they are achieved and on royalties when the underlying sales occur. |
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Restructuring Charges [Abstract] | |||||
Restructuring Charges | 5 | Restructuring Charges | |||
In January 2012, the Company implemented a streamlining of operations, which resulted in a restructuring plan designed to sharpen its focus on value-creating opportunities led by gevokizumab and its unique antibody discovery and development capabilities. The restructuring plan included a reduction of XOMA’s personnel by 84 positions, or 34%. These staff reductions resulted primarily from the Company’s decisions to utilize a contract manufacturing organization for Phase 3 and commercial antibody production, and to eliminate internal research functions that are non-differentiating or that can be obtained cost effectively by contract service providers. | |||||
In 2014, 2013 and 2012, the Company incurred $0.1 million, $0.3 million and $4.9 million, respectively in restructuring charges related to facility costs. | |||||
The outstanding restructuring liabilities are included in accrued and other liabilities and on the accompanying consolidated balance sheets and are based upon restructuring charges recognized as of December 31, 2014 and 2013 in connection with the Company’s restructuring plans. As of December 31, 2014 and 2013, the components of these liabilities are shown below (in thousands): | |||||
Facility Charges (1) | |||||
Balance at December 31, 2013 | $ | 21 | |||
Restructuring charges | 84 | ||||
Cash payments | (128 | ) | |||
Adjustments | 23 | ||||
Balance at December 31, 2014 | $ | - | |||
Facility Charges (1) | |||||
Balance at December 31, 2012 | $ | 75 | |||
Restructuring charges | 328 | ||||
Cash payments | (434 | ) | |||
Adjustments | 52 | ||||
Balance at December 31, 2013 | $ | 21 | |||
(1) Includes moving and relocation costs, and lease payments, net of sublease payments. |
AvailableforSale_and_Fair_Valu
Available-for-Sale and Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Available-for-Sale and Fair Value Measurements [Abstract] | |||||||||||||||||
Available-for-Sale and Fair Value Measurements | 6 | Available-for-Sale and Fair Value Measurements | |||||||||||||||
The classification of the Company’s available-for-sale securities consisted of the following (in thousands): | |||||||||||||||||
December 31, | 31-Dec-13 | ||||||||||||||||
2014 | |||||||||||||||||
Money Market funds | $ | 67,569 | $ | 82,759 | |||||||||||||
U.S. treasury securities | - | 19,989 | |||||||||||||||
$ | 67,569 | $ | 102,748 | ||||||||||||||
The Company had no unrealized gains or losses associated with its available-for-sale securities as of December 31, 2014. As of December 31, 2013, gross unrealized losses of approximately $1,000 were included in accumulated comprehensive loss on its consolidated balance sheet. | |||||||||||||||||
Fair value is defined as the exchange price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies Accounting Standards Codification Topic 820, Fair Value Measurement and Disclosures, (“ASC 820”), which establishes a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs used in valuation techniques. The accounting standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: | |||||||||||||||||
Level 1 – Observable inputs, such as quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2 – Observable inputs, either directly or indirectly, other than quoted prices in active markets for similar assets or liabilities, that are not active or other inputs that are not observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities; therefore, requiring an entity to develop its own valuation techniques and assumptions. | |||||||||||||||||
The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 as follows (in thousands): | |||||||||||||||||
Fair Value Measurements at December 31, 2014 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 67,569 | $ | - | $ | - | $ | 67,569 | |||||||||
Foreign exchange options | - | 6 | - | 6 | |||||||||||||
Total | $ | 67,569 | $ | 6 | $ | - | $ | 67,575 | |||||||||
Liabilities: | |||||||||||||||||
Contingent warrant liabilities | $ | - | $ | - | $ | 31,828 | $ | 31,828 | |||||||||
Fair Value Measurements at December 31, 2013 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 82,759 | $ | - | $ | - | $ | 82,759 | |||||||||
U.S. treasury securities | 19,989 | - | - | 19,989 | |||||||||||||
Foreign exchange options | - | 361 | - | 361 | |||||||||||||
Total | $ | 102,748 | $ | 361 | $ | - | $ | 103,109 | |||||||||
Liabilities: | |||||||||||||||||
Contingent warrant liabilities | $ | - | $ | - | $ | 69,869 | $ | 69,869 | |||||||||
(1) Included in cash and cash equivalents | |||||||||||||||||
There were no transfers between Level 1 and Level 2 during the twelve months ended December 31, 2014. | |||||||||||||||||
The fair value of the foreign exchange options at December 31, 2014 and 2013 was determined using readily observable market inputs from actively quoted markets obtained from various third-party data providers. These inputs, such as spot rate, forward rate and volatility have been derived from readily observable market data, meeting the criteria for Level 2 in the fair value hierarchy. | |||||||||||||||||
The fair value of the contingent warrant liabilities at December 31, 2014 and 2013 was determined using the Black-Scholes Model, which requires inputs such as the expected term of the warrants, volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. In 2013, the Company changed its expected volatility assumption in the Black-Scholes Model from a volatility implied from warrants issued by XOMA in recent private placement transactions to a volatility based on historical stock price volatility observed on XOMA’s underlying stock. A historical stock price volatility rate was determined to be a more precise indicator for the fair value calculation of the Company’s warrants due to time elapsed since these warrants were granted. The Company’s common stock price represents a significant input that impacts sensitivity in the valuation of the warrants. | |||||||||||||||||
The fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2014 and 2013: | |||||||||||||||||
December 31, | 31-Dec-13 | ||||||||||||||||
2014 | |||||||||||||||||
Expected volatility | 69.6% - 72.9 | % | 66.1% - 86.6 | % | |||||||||||||
Risk-free interest rate | 0.03% - 0.67 | % | 0.10% - 0.80 | % | |||||||||||||
Expected term | 0.09 - 2.19 years | 0.90 - 3.20 years | |||||||||||||||
The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2014, 2013, and 2012 (in thousands): | |||||||||||||||||
Warrant Liabilities | |||||||||||||||||
Balance at December 31, 2011 | $ | 379 | |||||||||||||||
Initial fair value of warrants issued in March 2012 | 6,390 | ||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (940 | ) | |||||||||||||||
Net increase in fair value of contingent warrant liabilities upon revaluation | 9,172 | ||||||||||||||||
Balance at December 31, 2012 | 15,001 | ||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (6,171 | ) | |||||||||||||||
Net increase in fair value of contingent warrant liabilities upon revaluation | 61,039 | ||||||||||||||||
Balance at December 31, 2013 | 69,869 | ||||||||||||||||
Initial fair value of warrants issued in December 2014 warrant | 10,258 | ||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (2,526 | ) | |||||||||||||||
Net decrease in fair value of contingent warrant liabilities upon revaluation | (45,773 | ) | |||||||||||||||
Balance at December 31, 2014 | $ | 31,828 | |||||||||||||||
The fair value of the Company’s outstanding debt is estimated based on market interest rates. The carrying amount and the estimated fair value of the Company’s outstanding debt at December 31, 2014 and 2013 are as follows: | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Outstanding debt | $ | 35,537 | $ | 36,461 | $ | 40,985 | $ | 41,813 |
Loans_and_Other_Arrangements
Loans and Other Arrangements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Loans and Other Arrangements [Abstract] | |||||||||||||
Loans and Other Arrangements | 7 | Loans and Other Arrangements | |||||||||||
Novartis Note | |||||||||||||
In May 2005, the Company executed a secured note agreement with Novartis (then Chiron Corporation), which is due and payable in full in June 2015. Under the note agreement, the Company borrowed semi-annually to fund up to 75% of the Company’s research and development and commercialization costs under its collaboration arrangement with Novartis, not to exceed $50 million in aggregate principal amount. Interest on the principal amount of the loan accrues at six-month LIBOR plus 2%, which was equal to 2.35% at December 31, 2014, and is payable semi-annually in June and December of each year. Additionally, the interest rate resets in June and December of each year. At the Company’s election, the semi-annual interest payments can be added to the outstanding principal amount, in lieu of a cash payment, as long as the aggregate principal amount does not exceed $50 million. The Company has made this election for all interest payments thus far. Loans under the note agreement are secured by the Company’s interest in its collaboration with Novartis, including any payments owed to it thereunder. | |||||||||||||
At December 31, 2014 and 2013, the outstanding principal balance under this note agreement was $13.4 million and $14.8 million. Pursuant to the terms of the arrangement as restructured in November 2008, the Company will not make any additional borrowings under the Novartis note. Accrued interest of $0.3 million, $0.4 million and $0.4 million was added to the principal balance of the loan for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
Pursuant to its obligations under the collaboration with Novartis, in January 2014, the Company made a payment, equal to 25 percent of a $7.0 million milestone received, or $1.75 million, toward its outstanding debt obligation to Novartis. | |||||||||||||
Servier Loan | |||||||||||||
In December 2010, in connection with the license and collaboration agreement entered into with Servier, the Company executed a loan agreement with Servier (the “Servier Loan Agreement”), which provided for an advance of up to €15.0 million. The loan was fully funded in January 2011, with the proceeds converting to approximately $19.5 million. The loan is secured by an interest in XOMA’s intellectual property rights to all gevokizumab indications worldwide, excluding certain rights in the U.S. and Japan. Interest is calculated at a floating rate based on a Euro Inter-Bank Offered Rate (“EURIBOR”) and subject to a cap. The interest rate is reset semi-annually in January and July of each year. The interest rate for the initial interest period was 3.22% and was reset semi-annually ranging from 2.31% to 3.83%. Interest for the six-month period from mid-January 2015 through mid-July 2015 was reset to 2.16%. Interest is payable semi-annually; however, the Servier Loan Agreement provides for a deferral of interest payments over a period specified in the agreement. During the deferral period, accrued interest will be added to the outstanding principal amount for the purpose of interest calculation for the next six-month interest period. On the repayment commencement date, all unpaid and accrued interest shall be paid to Servier and thereafter, all accrued and unpaid interest shall be due and payable at the end of each six-month period. In January 2015, the Company paid $0.2 million in accrued interest to Servier. | |||||||||||||
The loan matures in 2016; however, after a specified period prior to final maturity, the loan is to be repaid (i) at Servier's option, by applying up to a significant percentage of any milestone or royalty payments owed by Servier under the Company’s collaboration agreement and (ii) using a significant percentage of any upfront, milestone or royalty payments the Company receives from any third party collaboration or development partner for rights to gevokizumab in the U.S. and/or Japan. In addition, the loan becomes immediately due and payable upon certain customary events of default. At December 31, 2014, the outstanding principal balance under this loan was $18.2 million using the December 31, 2014 Exchange Rate of 1.216. For the year ended December 31, 2014, the Company recorded unrealized foreign exchange gain of $2.4 million, and for the years ended December 2013 and 2012 the Company recorded unrealized foreign exchange losses of $0.8 million and $0.4 million, respectively, related to the re-measurement of the loan. | |||||||||||||
The loan has a stated interest rate lower than the market rate based on comparable loans held by similar companies, which represents additional value to the Company. The Company recorded this additional value as a discount to the face value of the loan amount, at its fair value of $8.9 million. The fair value of this discount, which was determined using a discounted cash flow model, represents the differential between the stated terms and rates of the loan, and market rates. Based on the association of the loan with the collaboration arrangement, the Company recorded the offset to this discount as deferred revenue. | |||||||||||||
The loan discount is amortized under the effective interest method over the expected five-year life of the loan. For the years ended December 31, 2014, 2013, and 2012, the Company recorded non-cash interest expense of $1.9 million, $1.6 million, and $1.4 million, respectively, resulting from the amortization of the loan discount. At December 31, 2014 and 2013, the net carrying value of the loan was $16.2 million and $16.5 million, respectively. For the year ended December 31, 2014 the Company recorded unrealized foreign exchange loss of $0.3 million and for the years ended December 2013 and 2012, the Company recorded unrealized foreign exchange gains of $0.2 million and $0.1 million, respectively, related to the re-measurement of the loan discount. | |||||||||||||
The Company believes that realization of the benefit and the associated deferred revenue is contingent on the loan remaining outstanding over the five-year contractual term of the loan. If the Company were to stop providing service under the collaboration arrangement and the arrangement is terminated, the maturity date of the loan would be accelerated and a portion of measured benefit would not be realized. As the realization of the benefit is contingent, in part, on the provision of future services, the Company is recognizing the deferred revenue over the expected five-year life of the loan. The deferred revenue is amortized under the effective interest method, and for the years ended December 31, 2014, 2013, and 2012, the Company recorded $1.9 million, $1.6 million, and $1.4 million, respectively, of related non-cash revenue. | |||||||||||||
On January 9, 2015, Servier and the Company entered into Amendment No. 2 (“Loan Amendment”) to the Servier Loan Agreement. Refer to Note 13, Subsequent Events for further discussion. | |||||||||||||
General Electric Capital Corporation Term Loan | |||||||||||||
In December 2011, the Company entered into a loan agreement (the “GECC Loan Agreement”) with General Electric Capital Corporation (“GECC”), under which GECC agreed to make a term loan in an aggregate principal amount of $10 million (the “Term Loan”) to the Company, and upon execution of the GECC Loan Agreement, GECC funded the Term Loan. As security for its obligations under the GECC Loan Agreement, the Company granted a security interest in substantially all of its existing and after-acquired assets, excluding its intellectual property assets (such as those relating to its gevokizumab and anti-botulism products). The Term Loan accrued interest at a fixed rate of 11.71% per annum and was to be repaid over a period of 42 consecutive equal monthly installments of principal and accrued interest and was due and payable in full on June 15, 2015. The Company incurred debt issuance costs of approximately $1.3 million in connection with the Term Loan and was required to pay a final payment fee equal to $500,000 on the maturity date, or such earlier date as the Term Loan is paid in full. The debt issuance costs and final payment fee were being amortized and accreted, respectively, to interest expense over the term of the Term Loan using the effective interest method. | |||||||||||||
In connection with the GECC Loan Agreement, the Company issued to GECC unregistered warrants that entitle GECC to purchase up to an aggregate of 263,158 unregistered shares of XOMA common stock at an exercise price equal to $1.14 per share. These warrants are exercisable immediately and have a five-year term. The Company allocated the aggregate proceeds of the GECC Term Loan between the warrants and the debt obligation based on their relative fair values. The fair value of the warrants issued to GECC was determined using the Black-Scholes Model. The warrants’ fair value of $0.2 million was recorded as a discount to the debt obligation and was being amortized over the term of the loan using the effective interest method. | |||||||||||||
In September 2012, the Company entered into an amendment to the GECC Loan Agreement providing for an additional term loan in the amount of $4.6 million, increasing the term loan obligation to $12.5 million (the “Amended Term Loan”) and providing for an interest-only monthly repayment period following the effective date of the amendment through March 1, 2013, at a stated interest rate of 10.9% per annum. Thereafter, the Company is obligated to make monthly principal payments of $347,222, plus accrued interest, over a 27-month period commencing on April 1, 2013, and through June 15, 2015, at which time the remaining outstanding principal amount of $3.1 million, plus accrued interest, is due. The Company incurred debt issuance costs of approximately $0.2 million and are required to make a final payment fee in the amount of $875,000 on the date upon which the outstanding principal amount is required to be repaid in full. This final payment fee replaced the original final payment fee of $500,000. The debt issuance costs and final payment fee are being amortized and accreted, respectively, to interest expense over the term of the Amended Term Loan using the effective interest method. | |||||||||||||
In connection with the amendment, on September 27, 2012 the Company issued to GECC unregistered stock purchase warrants, which entitle GECC to purchase up to an aggregate of 39,346 shares of XOMA common stock at an exercise price equal to $3.54 per share. These warrants are exercisable immediately and have a five-year term. The warrants’ fair value of $0.1 million was recorded as a discount to the debt obligation and is being amortized over the term of the loan using the effective interest method. The warrants are classified in permanent equity on the consolidated balance sheets. | |||||||||||||
The Amended Term Loan does not change the remaining terms of the GECC Loan Agreement. The GECC Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants, including restrictions on the ability to incur indebtedness, grant liens, make investments, dispose of assets, enter into transactions with affiliates and amend existing material agreements, in each case subject to various exceptions. In addition, the GECC Loan Agreement contains customary events of default that entitle GECC to cause any or all of the indebtedness under the GECC Loan Agreement to become immediately due and payable. The events of default include any event of default under a material agreement or certain other indebtedness. | |||||||||||||
The Company may prepay the Amended Term Loan voluntarily in full, but not in part, and any voluntary and certain mandatory prepayments are subject to a prepayment premium of 3% in the first year after the effective date of the loan amendment, 2% in the second year and 1% thereafter, with certain exceptions. The Company will also be required to pay the $875,000 final payment fee in connection with any voluntary or mandatory prepayment. On the effective date of the loan amendment, the Company paid an accrued final payment fee in the amount of $0.2 million relating to the original final payment fee of $500,000. | |||||||||||||
At December 31, 2014 and 2013, the outstanding principal balance under the Amended Term Loan was $5.2 million and $9.4 million, respectively. | |||||||||||||
Aggregate future principal, final fee payments and discounts of the Company’s total interest bearing obligations - long-term as of December 31, 2014 are as follows (in thousands): | |||||||||||||
Year Ending December 31, | Total | ||||||||||||
2015 | $ | 20,276 | |||||||||||
2016 | 18,447 | ||||||||||||
38,723 | |||||||||||||
Less: interest, final payment and discount | (3,186 | ) | |||||||||||
35,537 | |||||||||||||
Less: current portion | (19,247 | ) | |||||||||||
Total | $ | 16,290 | |||||||||||
On February 27, 2015, the Company entered into a Loan and Security Agreement with Hercules Technology III, L.P., as lender, an affiliate of Hercules Technology Growth Capital, Inc., as agent (collectively, “Hercules”), under which the Company borrowed $20.0 million. The Company used a portion of the proceeds to repay GECC’s outstanding principle balance and interest of $5.5 million. Refer to Note 13, Subsequent Events for further discussion. | |||||||||||||
Interest Expense | |||||||||||||
Interest expense and amortization of debt issuance costs and discounts, recorded as other expense in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2014, 2013 and 2012 are shown below (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest expense | |||||||||||||
Servier loan | $ | 2,330 | $ | 2,152 | $ | 2,097 | |||||||
GECC term loan | 1,638 | 2,064 | 1,850 | ||||||||||
Novartis note | 312 | 362 | 397 | ||||||||||
Other | 23 | 53 | 43 | ||||||||||
Total interest expense | $ | 4,303 | $ | 4,631 | $ | 4,387 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income Taxes | 8 | Income Taxes | |||||||||||
The total income tax benefit consists of the following (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax (benefit) provision | $ | - | $ | (14 | ) | $ | (74 | ) | |||||
Total | $ | - | $ | (14 | ) | $ | (74 | ) | |||||
The Company has significant losses in 2014, 2013 and 2012 and as such there was no income tax expense for the years ended December 31, 2014, 2013 and 2012. The income tax benefit in 2013 and 2012 relate to federal refundable credits. | |||||||||||||
Reconciliation between the tax provision computed at the federal statutory income tax rate of 34% and the Company’s actual effective income tax rate is as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal tax at statutory rate | 34 | % | 34 | % | 34 | % | |||||||
Warrant valuation | 40 | % | -17 | % | -4 | % | |||||||
Permanent items and other | -1 | % | 0 | % | -1 | % | |||||||
Valuation allowance | -73 | % | -17 | % | -29 | % | |||||||
Total | 0 | % | 0 | % | 0 | % | |||||||
The significant components of net deferred tax assets as of December 31, 2014 and 2013 were as follows (in millions): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Capitalized research and development expenses | $ | 50.9 | $ | 49.4 | |||||||||
Net operating loss carryforwards | 105 | 78.4 | |||||||||||
Research and development and other credit carryforwards | 12.1 | 8.8 | |||||||||||
Other | 22.1 | 23.5 | |||||||||||
Total deferred tax assets | 190.1 | 160.1 | |||||||||||
Valuation allowance | (190.1 | ) | (160.1 | ) | |||||||||
Net deferred tax assets | $ | - | $ | - | |||||||||
The net increase (decrease) in the valuation allowance was $30.0 million, $(74.0) million and $(6.0) million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||
As of December 31, 2014, the Company had federal net operating loss carry-forwards of approximately $292.3 million and state net operating loss carry-forwards of approximately $132.3 million to offset future taxable income. The net operating loss carry-forwards include $5.2 million which relates to stock option deductions that will be recognized through additional paid in capital when utilized. As such, these deductions are not reflected in the Company’s deferred tax assets. No federal net operating loss carry-forward expired in 2014, 2013 and 2012. California net operating losses of $54.3 million, $16.8 million, and $10.4 million expired in the years 2014, 2013 and 2012, respectively. | |||||||||||||
Accounting standards provide for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes the Company’s historical operating performance and carry-back potential, the Company has determined that total deferred tax assets should be fully offset by a valuation allowance. | |||||||||||||
Based on an analysis under Section 382 of the Internal Revenue Code (which subjects the amount of pre-change NOLs and certain other pre-change tax attributes that can be utilized to an annual limitation), the Company experienced ownership changes in 2009 and 2012 which substantially limit the future use of its pre-change Net Operating Losses (“NOLs”) and certain other pre-change tax attributes per year. The Company has excluded the NOLs and R&D credits that will expire as a result of the annual limitations in the deferred tax assets as of December 31, 2014. To the extent that the Company does not utilize its carry-forwards within the applicable statutory carry-forward periods, either because of Section 382 limitations or the lack of sufficient taxable income, the carry-forwards will expire unused. | |||||||||||||
The Company files income tax returns in the U.S. federal jurisdiction, State of California, and Ireland. The Internal Revenue Service has completed an audit of the Company's 2009 and 2010 federal income tax returns which resulted in no change. The Company’s federal income tax returns for tax years 2012 and beyond remain subject to examination by the Internal Revenue Service. The Company’s California and Irish income tax returns for tax years 2010 and beyond remain subject to examination by the Franchise Tax Board and Irish Revenue Commissioner. In addition, all of the net operating losses and research and development credit carry-forwards that may be used in future years are still subject to adjustment. | |||||||||||||
The following table summarizes the Company's activity related to its unrecognized tax benefits (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at January 1 | $ | 4,274 | $ | 4,104 | $ | - | |||||||
Increase related to current year tax position | 720 | 164 | 49 | ||||||||||
Increase related to prior year tax position | 509 | 6 | 4,055 | ||||||||||
Balance at December 31 | $ | 5,503 | $ | 4,274 | $ | 4,104 | |||||||
As of December 31, 2014, the Company had a total of $4.0 million of net unrecognized tax benefits, none of which would affect the effective tax rate upon realization. The Company currently has a full valuation allowance against its U.S. net deferred tax assets which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. | |||||||||||||
The Company does not expect the unrecognized tax benefits to change significantly over the next twelve months. The Company will recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of December 31, 2014, the Company has not accrued interest or penalties related to uncertain tax positions. |
Compensation_and_Other_Benefit
Compensation and Other Benefit Plans | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Compensation and Other Benefit Plans [Abstract] | |||||||||||||||||||||||||
Compensation and Other Benefit Plans | 9 | Compensation and Other Benefit Plans | |||||||||||||||||||||||
The Company grants qualified and non-qualified stock options, restricted stock units (“RSUs”), common stock and other stock-based awards under various plans to directors, officers, employees and other individuals. Stock options are granted at exercise prices of not less than the fair market value of the Company’s common stock on the date of grant. Generally, stock options granted to employees fully vest four years from the grant date and expire ten years from the date of the grant or three months from the date of termination of employment (longer in case of death or certain retirements). However, certain options granted to employees vest monthly or immediately, certain options granted to directors vest monthly over one year or three years and certain options may fully vest upon a change of control of the Company or may accelerate based on performance-driven measures. Additionally, the Company has an Amended and Restated Employee Stock Purchase Plan (“ESPP”) that allows employees to purchase Company shares at a purchase price equal to 95% of the closing price on the exercise date. | |||||||||||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||||||||
Under the ESPP plan approved by the Company’s stockholders, the Company is authorized to issue up to 233,333 shares of common stock to employees through payroll deductions at a purchase price per share equal to 95% of the closing price of XOMA shares on the exercise date. An employee may elect to have payroll deductions made under the ESPP for the purchase of shares in an amount not to exceed 15% of the employee’s compensation. | |||||||||||||||||||||||||
In 2014, 2013, and 2012, employees purchased 17,702, 15,262, and 17,054 shares of common stock, respectively, under the ESPP. Net payroll deductions under the ESPP totaled $74,000, $60,000, and $46,000 for 2014, 2013, and 2012, respectively. | |||||||||||||||||||||||||
Deferred Savings Plan | |||||||||||||||||||||||||
Under section 401(k) of the Internal Revenue Code of 1986, the Board of Directors adopted, effective June 1, 1987, a tax-qualified deferred compensation plan for employees of the Company. Participants may make contributions which defer up to 50% of their eligible compensation per payroll period, up to a maximum for 2014 of $17,500 (or $23,000 for employees over 50 years of age). The Company may, at its sole discretion, make contributions each plan year, in cash or in shares of the Company’s common stock, in amounts which match up to 50% of the salary deferred by the participants. The expense related to these contributions was $1.0 million, $0.9 million, and $0.8 million for the years ended December 31, 2014, 2013, and 2012, respectively, and 100% was paid in common stock in each year. | |||||||||||||||||||||||||
Stock Option Plans | |||||||||||||||||||||||||
Historically, option grants intended as long-term incentive compensation have been made pursuant to the Company’s 1981 Share Option Plan (the “Option Plan”) and Restricted Share Plan (the “Restricted Plan”). In May of 2010, the Compensation Committee and the full Board adopted, and in July of 2010 the Company’s stockholders approved, a new equity-based compensation plan, the 2010 Long Term Incentive and Share Award Plan, which has since been amended and restated as the Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Long Term Incentive Plan”). The Long Term Incentive Plan is intended to consolidate the Company’s long-term incentive compensation under a single plan, by replacing the Option Plan, the Restricted Plan and the 1992 Directors Share Option Plan (the “Directors Plan”) going forward, and to provide a more current set of terms pursuant to which to provide this type of compensation. In May 2014, the Company’s stockholders approved an amendment to the Company’s Long Term Incentive Plan to (a) increase the number of shares of common stock issuable over the term of the plan by an additional 5,350,000 to 18,771,206 shares in the aggregate and (b) provide that, for each stock appreciation right, restricted share, restricted stock unit, performance share, performance unit, dividend equivalent or other stock-based award issued, the number of available shares under the plan will be reduced by 1.18 shares. | |||||||||||||||||||||||||
The Long Term Incentive Plan grants stock options, RSUs, and other stock-based awards to eligible employees, consultants and directors. No further grants or awards will be made under the Option Plan, the Restricted Share Plan or the Directors Plan. Shares underlying options previously issued under the Option Plan, the Restricted Share Plan or the Directors Plan that are currently outstanding will, upon forfeiture, cancellation, surrender or other termination, become available under the Long Term Incentive Plan. Stock-based awards granted under the Long Term Incentive Plan may be exercised when vested and generally expire ten years from the date of the grant or three to six months from the date of termination of employment (longer in case of death or certain retirements). Vesting periods vary based on awards granted, however, certain stock-based awards may vest immediately or may accelerate based on performance-driven measures. | |||||||||||||||||||||||||
As of December 31, 2014, the Company had 6,221,101 shares available for grant under the stock option plans. As of December 31, 2014, options and RSUs covering 10,005,649 shares of common stock were outstanding under the stock option plans. | |||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||
In 2014, the Board of Directors of the Company approved grants under the Company’s Amended and Restated 2010 Long Term Incentive Plan for an aggregate of 1,891,989 stock options to certain employees and directors of the Company. The stock options vest monthly over four years for employees and one year for directors. | |||||||||||||||||||||||||
In 2013, the Board of Directors of the Company approved grants under the Company’s Amended and Restated 2010 Long Term Incentive Plan for an aggregate of 1,168,203 stock options to certain employees and the directors of the Company. The stock options vest monthly over four years for employees and one year for directors. | |||||||||||||||||||||||||
In 2012, the Board of Directors of the Company approved grants under the Company’s Amended and Restated 2010 Long Term Incentive Plan for an aggregate of 2,351,445 stock options to certain employees and the directors of the Company. The stock options vest monthly over four years for employees and one year for directors. | |||||||||||||||||||||||||
Stock options held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest immediately. | |||||||||||||||||||||||||
Stock Option Plans Summary | |||||||||||||||||||||||||
The following table summarizes the Company’s stock option activity: | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of | Weighted | Number of | Weighted | Number of | Weighted | ||||||||||||||||||||
Shares | Average | Shares | Average | Shares | Average | ||||||||||||||||||||
Exercise | Exercise | Exercise | |||||||||||||||||||||||
Price | Price | Price | |||||||||||||||||||||||
Outstanding at beginning of year | 7,216,041 | $ | 8.42 | 6,788,383 | $ | 8.99 | 5,053,435 | $ | 12.55 | ||||||||||||||||
Granted | 1,891,989 | 6.69 | 1,168,203 | 3.13 | 2,351,445 | 2.59 | |||||||||||||||||||
Exercised | (915,911 | ) | 3.91 | (589,355 | ) | 2.26 | (90,252 | ) | 1.68 | ||||||||||||||||
Forfeited, expired or cancelled | (489,810 | ) | 14.36 | (151,190 | ) | 17.46 | (526,245 | ) | 15.84 | ||||||||||||||||
Outstanding at end of year | 7,702,309 | 8.15 | 7,216,041 | 8.42 | 6,788,383 | 8.99 | |||||||||||||||||||
Exercisable at end of year | 4,908,925 | 9.98 | 4,814,926 | 11.14 | 4,276,834 | 12.42 | |||||||||||||||||||
Weighted average grant date fair value | $ | 4.49 | $ | 2.27 | $ | 1.89 | |||||||||||||||||||
The aggregate intrinsic value of stock options exercised in 2014, 2013, and 2012 was $2.9 million, $1.7 million, and $0.1 million, respectively. | |||||||||||||||||||||||||
As of December 31, 2014, there were 7,418,259 stock options vested and expected to vest with a weighted average exercise price per share of $8.27, aggregate intrinsic value of $3.1 million, and a weighted average remaining contractual term of 6.7 years. As of December 31, 2014, there were 4,908,925 stock options exercisable with an aggregate intrinsic value of $2.3 million and a weighted average remaining contractual term of 5.7 years. | |||||||||||||||||||||||||
As of December 31, 2014, $6.0 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.4 years. | |||||||||||||||||||||||||
Restricted Stock Units | |||||||||||||||||||||||||
In 2014, the Board of Directors of the Company approved grants under the Amended and Restated 2010 Long Term Incentive Plan for an aggregate of 1,506,194 RSUs to certain employees and directors of the Company. The RSUs vest annually over three years in equal increments. | |||||||||||||||||||||||||
In 2013, the Board of Directors of the Company approved grants under the Amended and Restated 2010 Long Term Incentive Plan for an aggregate of 958,385 RSUs to certain employees and directors of the Company. The RSUs vest annually over three years in equal increments. | |||||||||||||||||||||||||
In 2012, the Board of Directors of the Company approved grants under the Amended and Restated 2010 Long Term Incentive Plan for an aggregate of 1,292,923 RSUs to certain employees and directors of the Company. The RSUs vest annually over three years in equal increments. | |||||||||||||||||||||||||
RSUs held by employees who qualify for retirement age (defined as employees that are a minimum of 55 years of age and the sum of their age plus years of full-time employment with the Company exceeds 70 years) vest immediately. | |||||||||||||||||||||||||
Unvested RSU activity for the year ended December 31, 2014 is summarized below: | |||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||
Number of | Average Grant | ||||||||||||||||||||||||
Shares | Date Fair Value | ||||||||||||||||||||||||
Unvested awards at December 31, 2013 | 1,738,037 | $ | 2.73 | ||||||||||||||||||||||
Granted | 1,506,194 | 7.03 | |||||||||||||||||||||||
Vested | (1,099,701 | ) | 3.51 | ||||||||||||||||||||||
Forfeited | (190,651 | ) | 4.22 | ||||||||||||||||||||||
Unvested awards at December 31, 2014 | 1,953,879 | 5.46 | |||||||||||||||||||||||
The total grant-date fair value of RSUs that vested during the year ended December 31, 2014 was $3.9 million. As of December 31, 2014, $5.9 million of total unrecognized compensation expense related to employee RSUs was expected to vest over a weighted average period of 1.7 years. | |||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||
The Company recognizes compensation expense for all stock-based payment awards made to the Company’s employees, consultants and directors that are expected to vest based on estimated fair values. The valuation of stock option awards is determined at the date of grant using the Black-Scholes option pricing model. This model requires inputs such as the expected term of the option, expected volatility and risk-free interest rate. To establish an estimate of expected term, the Company considers the vesting period and contractual period of the award and its historical experience of stock option exercises, post-vesting cancellations and volatility. The estimate of expected volatility is based on the Company’s historical volatility. The risk-free rate is based on the yield available on United States Treasury zero-coupon issues corresponding to the expected term of the award. To establish an estimate of forfeiture rate, the Company considers its historical experience of option forfeitures and terminations. | |||||||||||||||||||||||||
The fair value of stock option awards was estimated using the Black-Scholes model with the following weighted average assumptions for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
Expected volatility | 92 | % | 92 | % | 92 | % | |||||||||||||||||||
Risk-free interest rate | 1.72 | % | 0.89 | % | 0.82 | % | |||||||||||||||||||
Expected term | 5.6 years | 5.6 years | 5.6 years | ||||||||||||||||||||||
The valuation of RSUs is determined at the date of grant using the closing stock price. The forfeiture rate impacts the amount of aggregate compensation for both stock options and RSUs. To establish an estimate of forfeiture rate, the Company used an independent third party to consider the Company’s historical experience of option forfeitures and terminations. | |||||||||||||||||||||||||
The following table shows total stock-based compensation expense included in the accompanying consolidated statements of comprehensive loss for the years ended December 31, 2014, 2013, and 2012 (in thousands): | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Research and development | $ | 5,557 | $ | 2,358 | $ | 2,391 | |||||||||||||||||||
Selling, general and administrative | 5,215 | 2,741 | 1,893 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 10,772 | $ | 5,099 | $ | 4,284 | |||||||||||||||||||
There was no capitalized stock-based compensation cost as of December 31, 2014, 2013 and 2012, and there were no recognized tax benefits related to the Company’s stock-based compensation expense during the years ended December 31, 2014, 2013 and 2012. |
Capital_Stock
Capital Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Capital Stock [Abstract] | ||
Capital Stock | 10 | Capital Stock |
In May 2014, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0075 per share, by an additional 138,666,666 to 277,333,332 shares. | ||
Registered Direct Offerings | ||
In June of 2009, the Company entered into a definitive agreement with certain institutional investors to sell 695,652 units, with each unit consisting of one share of the Company’s common stock and a warrant to purchase 0.50 of a share of common stock, for gross proceeds of approximately $12.0 million, before deducting placement agent fees and estimated offering expenses of $0.8 million, in a second registered direct offering. The investor purchased the units at a price of $17.25 per unit. The warrants, which represent the right to acquire an aggregate of up to 347,826 shares of common stock, are exercisable at any time on or prior to December 10, 2014 at an exercise price of $19.50 per share. As of December 31, 2014 these warrants have expired unexercised. | ||
On December 8, 2014, the Company completed a registered direct offering of 8,097,165 shares of its common stock, and accompanying warrants to purchase one share of common stock for each share purchased at an offering price of $4.94 per share to certain institutional investors. Total gross proceeds from the offering were approximately $40.0 million before deducting underwriting discounts, commissions and estimated offering expenses totaling approximately $2.3 million. The warrants, which represent the right to acquire up to an aggregate of 8,097,165 shares of common stock, are exercisable immediately, have a two-year term and an exercise price of $7.90 per share. As of December 31, 2014 all of these warrants were outstanding. | ||
Underwritten Offerings | ||
In February of 2010, the Company completed an underwritten offering of 2.8 million units, with each unit consisting of one share of the Company’s common stock and a warrant to purchase 0.45 of a share of common stock, for gross proceeds of approximately $21 million. As of December 31, 2014 all of these warrants were outstanding. | ||
On March 9, 2012, the Company completed an underwritten public offering of 29,669,154 shares of its common stock, and accompanying warrants to purchase one half of a share of common stock for each share purchased, at a public offering price of $1.32 per share. Total gross proceeds from the offering were approximately $39.2 million, before deducting underwriting discounts and commissions and offering expenses totaling approximately $3.0 million. The warrants, which represent the right to acquire an aggregate of up to 14,834,577 shares of common stock, are immediately exercisable and have a five-year term and an exercise price of $1.76 per share. As of December 31, 2014, 12,109,418 of these warrants were outstanding. | ||
On October 29, 2012, the Company completed an underwritten public offering of 13,333,333 shares of its common stock, at a public offering price of $3.00 per share. Total gross proceeds from the offering were approximately $40.0 million, before deducting underwriting discounts and commissions and offering expenses totaling approximately $3.0 million. | ||
On August 23, 2013, the Company completed an underwritten public offering of 8,736,187 shares of its common stock, including 1,139,502 shares of its common stock that were issued upon the exercise of the underwriters’ 30-day over-allotment option, at a public offering price of $3.62 per share. Total gross proceeds from the offering were approximately $31.6 million, before deducting underwriting discounts and commissions and estimated offering expenses totaling approximately $2.2 million. | ||
On December 18, 2013, the Company completed an underwritten public offering of 10,925,000 shares of its common stock, including 1,425,000 shares of its common stock that were issued upon the exercise of the underwriters’ 30-day over-allotment option, at a public offering price of $5.25 per share. Total gross proceeds from the offering were approximately $57.4 million, before deducting underwriting discounts and commissions and estimated offering expenses totaling approximately $3.8 million. | ||
ATM Agreements | ||
On February 4, 2011, the Company entered into an At Market Issuance Sales Agreement (the “2011 ATM Agreement”), with McNicoll, Lewis & Vlak LLC (now known as MLV & Co. LLC, “MLV”), under which it may sell shares of its common stock from time to time through the MLV, as the agent for the offer and sale of the shares, in an aggregate amount not to exceed the amount that can be sold under the Company’s registration statement on Form S-3 (File No. 333-172197) filed with the SEC on February 11, 2011 and amended on March 10, 2011, June 3, 2011 and January 3, 2012, which was most recently declared effective by the SEC on January 17, 2012. MLV may sell the shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act, including without limitation sales made directly on The NASDAQ Global Market, on any other existing trading market for the Company’s common stock or to or through a market maker. MLV also may sell the shares in privately negotiated transactions, subject to the Company’s prior approval. The Company will pay MLV a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2011 ATM Agreement. From the inception of the 2011 ATM Agreement through December 31, 2013, the Company sold a total of 7,572,327 shares of common stock under this agreement for aggregate gross proceeds of $14.6 million. No shares of common stock have been sold under this agreement since February 3, 2012. Total offering expenses incurred related to sales under the 2011 ATM Agreement from inception to December 31, 2013, were $0.5 million. As of December 31, 2014, the 2011 ATM Agreement expired. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | 11 | Commitments and Contingencies | |||
Collaborative Agreements, Royalties and Milestone Payments | |||||
The Company is obligated to pay royalties, ranging from 0.5% to 5% of the selling price of the licensed component and up to 40% of any sublicense fees to various universities and other research institutions based on future sales or licensing of products that incorporate certain products and technologies developed by those institutions. | |||||
In addition, the Company has committed to make potential future “milestone” payments to third parties as part of licensing and development programs. Payments under these agreements become due and payable only upon the achievement of certain developmental, regulatory and/or commercial milestones. Because it is uncertain if and when these milestones will be achieved, such contingencies, aggregating up to $77.3 million (assuming one product per contract meets all milestones events) have not been recorded on the accompanying consolidated balance sheet. The Company is unable to determine precisely when and if payment obligations under the agreements will become due as these obligations are based on milestone events, the achievement of which is subject to a significant number of risks and uncertainties. | |||||
Leases | |||||
As of December 31, 2014, the Company leased administrative, research facilities, and office equipment under operating leases expiring on various dates through April 2023. These leases require the Company to pay taxes, insurance, maintenance and minimum lease payments. | |||||
The Company estimates future minimum lease payments, excluding sub-lease income as of December 31, 2014 to be (in thousands): | |||||
Operating Leases | |||||
2015 | $ | 3,428 | |||
2016 | 3,531 | ||||
2017 | 3,637 | ||||
2018 | 3,742 | ||||
2019 | 3,852 | ||||
Thereafter | 10,733 | ||||
Minimum lease payments | $ | 28,923 | |||
Total rental expense, including other costs required under the Company’s leases, was approximately $3.5 million, $3.5 million and $4.5 million for the years ended December 31, 2014, 2013, and 2012, respectively. Rental expense based on leases allowing for escalated rent payments are recognized on a straight-line basis. At the expiration of the lease, the Company is required to restore certain of its leased property to certain conditions in place at the time of lease inception. The Company believes these costs will not be material to its operations. | |||||
In 2012, the Company vacated and subleased two of its leased facilities, which housed its large scale manufacturing operations and associated quality functions. The Company incurred $0.1 million in restructuring charges during 2014 in connection with a portion of lease payments not offset by sublease income for these buildings. The Company does not expect to incur restructuring charges during 2015 in connection with these lease payments. | |||||
As a result of the restructuring in the second quarter of 2009, the Company vacated one of its leased buildings. Effective December 2010, the Company entered into a sublease agreement for this building through May of 2014. For the year ended December 31, 2014, the Company recognized $49,000 in sublease income under this agreement. |
Concentration_of_Risk_Segment_
Concentration of Risk, Segment and Geographic Information | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Concentration of Risk, Segment and Geographic Information [Abstract] | |||||||||||||
Concentration of Risk, Segment and Geographic Information | 12 | Concentration of Risk, Segment and Geographic Information | |||||||||||
Concentration of Risk | |||||||||||||
Cash equivalents, short-term investments, and receivables are financial instruments, which potentially subject the Company to concentrations of credit risk, as well as liquidity risk for certain cash equivalents such as money market funds. The Company has not encountered such issues during 2014. The Company’s policy is to investments with high credit quality and liquidity to limit the amount of credit exposure. The Company currently maintains a portfolio of cash equivalents and have not experienced any losses. | |||||||||||||
The Company has not experienced any significant credit losses and does not generally require collateral on receivables. For the year ended December 31, 2014, two customers represented 51% and 28% of total revenue, respectively, and as of December 31, 2014, and three customers represented 44%, 34% and 12% of the accounts receivable balance, respectively. | |||||||||||||
For the year ended December 31, 2013, three customers represented 43%, 26%, and 20% of total revenue, respectively, and as of December 31, 2013, and two customers represented 73% and 13% of the accounts receivable balance respectively. | |||||||||||||
Receivables are recorded at invoice value. The Company reviews their exposure to accounts receivable, including the requirement for allowances based on management’s judgment. The Company has not historically experienced any significant losses. The Company does not currently require collateral for any of its accounts receivable. | |||||||||||||
Segment Information | |||||||||||||
The Company has determined that it operates in one business segment as it only reports operating results on an aggregate basis to the chief operating decision maker of the Company. The Company’s property and equipment is held primarily in the United States. | |||||||||||||
Geographic Information | |||||||||||||
Revenue attributed to the following geographic regions for each of the three years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 11,756 | $ | 19,955 | $ | 14,134 | |||||||
Europe | 5,510 | 15,396 | 18,454 | ||||||||||
Asia Pacific | 1,600 | 100 | 1,194 | ||||||||||
Total | $ | 18,866 | $ | 35,451 | $ | 33,782 |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 13 | Subsequent Events |
On January 9, 2015, Servier and the Company entered into Amendment No. 2 (“Loan Amendment”) to the Servier Loan Agreement initially entered into on December 30, 2010 and subsequently amended by a Consent, Transfer, Assumption and Amendment Agreement entered into as of August 12, 2013. The Loan Amendment modifies the maturity date of the loan from January 13, 2016 to three tranches due on January 15, 2016, January 15, 2017 and January 15, 2018 and provides that principal shall be repaid as follows: €3.0 million to be repaid on January 15, 2016, €5.0 million to be repaid on January 15, 2017, and €7.0 million to be repaid on January 15, 2018. All other terms of the Loan Agreement remain unchanged, including the interest rate calculations, EURIBOR+2% and the formula for resetting the interest rate on the 15th of January and July every six months. | ||
On January 9, 2015, Servier and the Company entered into Amendment No. 2 to the Collaboration Agreement. Under the Collaboration Agreement the Company was eligible to receive up to approximately $433 million in the aggregate in milestone payments, most of which were denominated in Euros, if the Company re-acquires cardiovascular and/or diabetes rights for use in the United States, and approximately $770 million in aggregate milestone payments if the Company does not re-acquire those rights. Under the Collaboration Amendment, the Company would be eligible to receive up to $415 million in the aggregate in milestone payments in the event the Company re-acquires the cardiovascular and/or diabetes rights for use in the United States and approximately $752 million if the Company does not re-acquire those rights. The milestone reductions are related to a very low prevalence indication of which Servier would not have pursued development had these payments been required. All other terms of the Collaboration Agreement remain unchanged. | ||
On January 26, 2015, Symplmed Pharmaceuticals announced the FDA approved PRESTALIA® (perindopril arginine and amlodipine) tablets, licensed from Servier, for the treatment of hypertension. In July 2013, the Company transferred the development and commercialization rights of Prestalia to Symplmed. Pursuant to the transfer agreement with Symplmed, the Company will receive up to double-digit royalties on sales of PRESTALIA. | ||
On February 27, 2015, Hercules and the Company, entered into a Loan and Security Agreement (the “Hercules Loan Agreement”), under which the Company borrowed $20.0 million. The Company used a portion of the proceeds under the Hercules Loan Agreement to repay GECC’s outstanding principle balance and interest of $5.5 million and plans to use the remaining proceeds for general corporate purposes. The interest rate will be calculated at a rate equal to the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, and (ii) 9.40%. Payments under the Hercules Loan Agreement are interest only until one month prior to the Amortization Date, defined as July 1, 2016 (which will be extended to October 1, 2016, if the Borrower achieves certain clinical milestones on or before July 1, 2016). The interest only period will be followed by equal monthly payments of principal and interest amortized over a 30 month schedule through the scheduled maturity date of September 1, 2018 (the “Loan Maturity Date”). The entire principal balance, including a balloon payment of principal, as applicable, will be due and payable on the Loan Maturity Date. In addition, a final payment equal to $1,150,000 will be due on the Loan Maturity Date, or such earlier date specified in the Hercules Loan Agreement. The Company’s obligations under the Hercules Loan Agreement are secured by a security interest in substantially all of its assets, other than its intellectual property. If the Company prepays the loan prior to the Loan Maturity Date, it will pay Hercules a prepayment charge, based on a prepayment fee equal to 3.00% of the amount prepaid, if the prepayment occurs in any of the first 12 months following the Closing Date, 2.00% of the amount prepaid, if the prepayment occurs after 12 months from the Closing Date but prior to 24 months from the Closing Date, and 1.00% of the amount prepaid if the prepayment occurs after 24 months from the Closing Date. The Hercules Loan Agreement includes customary affirmative and restrictive covenants, but does not include any financial maintenance covenants, and also includes standard events of default, including payment defaults. Upon the occurrence of an event of default, a default interest rate of an additional 5% may be applied to the outstanding loan balances, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Hercules Loan Agreement. | ||
In connection with the Hercules Loan Agreement, the Company issued a warrant to Hercules which is exercisable in whole or in part for up to an aggregate of 181,268 shares of common stock with an exercise price of $3.31 per share (the “Warrant”). The Warrant may be exercised on a cashless basis and is exercisable for a term beginning on the date of issuance and ending on the earlier to occur of five years from the date of issuance or the consummation of certain acquisitions of the Company as set forth in the Warrant. The number of shares for which the Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in the Warrant. |
Quarterly_Financial_Informatio
Quarterly Financial Information (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information (unaudited) [Abstract] | |||||||||||||||||
Quarterly Financial Information (unaudited) | 14 | Quarterly Financial Information (unaudited) | |||||||||||||||
The following is a summary of the quarterly results of operations for the years ended December 31, 2014 and 2013: | |||||||||||||||||
Consolidated Statements of Operations | |||||||||||||||||
Quarter Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
2014 | |||||||||||||||||
Total revenues | $ | 3,410 | $ | 5,973 | $ | 5,136 | $ | 4,347 | |||||||||
Total operating costs and expenses (1) | (26,884 | ) | (24,750 | ) | (25,589 | ) | (23,475 | ) | |||||||||
Other income (expense), net (2) | 18,787 | 6,880 | 6,054 | 11,810 | |||||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net loss | $ | (4,687 | ) | $ | (11,897 | ) | $ | (14,399 | ) | $ | (7,318 | ) | |||||
Basice net loss per share of common stock | $ | (0.04 | ) | $ | (0.11 | ) | $ | (0.13 | ) | $ | (0.07 | ) | |||||
Diluted net loss per share of common stock | $ | (0.21 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.12 | ) | |||||
2013 | |||||||||||||||||
Total revenues | $ | 9,453 | $ | 7,151 | $ | 6,312 | $ | 12,535 | |||||||||
Total operating costs and expenses | (20,777 | ) | (21,230 | ) | (23,535 | ) | (28,114 | ) | |||||||||
Other (expense) income , net (2) | (13,563 | ) | (3,169 | ) | (12,416 | ) | (36,719 | ) | |||||||||
Income tax benefit (expense) | - | - | 15 | (1 | ) | ||||||||||||
Net loss | $ | (24,887 | ) | $ | (17,248 | ) | $ | (29,624 | ) | $ | (52,299 | ) | |||||
Basic and diluted net loss per share of common stock | $ | (0.30 | ) | $ | (0.21 | ) | $ | (0.34 | ) | $ | (0.55 | ) | |||||
-1 | In 2014, the Company corrected an immaterial error driven by certain stock-based compensation expense in the fourth quarter of 2014, resulting in a decrease to operating expenses and net loss by $1.6 million and a decrease to basic and diluted loss per share of $0.01 and $0.02, respectively, for the three months ended December 31, 2014. Refer to Note 2, Basis of Presentation and Significant Accounting Policies - Correction of an Immaterial Error | ||||||||||||||||
-2 | Fluctuations in 2014 and 2013 primarily relate to (losses) gains on the revaluation of the contingent warrant liabilities. |
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | |||||||||||||
Principles of Consolidation | Principles of Consolidation | ||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions among the entities have been eliminated from consolidated financial statements. | |||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. On an on-going basis, management evaluates its estimates including, but not limited to, those related to contingent warrant liabilities, revenue recognition, research and development expense, long-lived assets, derivative instruments and stock-based compensation. The Company bases its estimates on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates, such as the Company’s billing under government contracts and the Company’s accrual for clinical trial expenses. Under the Company’s contracts with the National Institute of Allergy and Infectious Diseases (“NIAID”), a part of the National Institutes of Health (“NIH”), the Company bills using NIH provisional rates and thus are subject to future audits at the discretion of NIAID’s contracting office. These audits can result in an adjustment to revenue previously reported which potentially could be significant. The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. Payments under the contracts depend on factors such as the achievement of certain events, successful enrollment of patients, and completion of portions of the clinical trial or similar conditions. | |||||||||||||
Correction of an Immaterial Error | Correction of an Immaterial Error | ||||||||||||
During the fourth quarter of 2014, we identified an immaterial error in our interim consolidated financial statements primarily pertaining to the three month period ended September 30, 2014 driven by certain stock-based compensation expense recorded in the period. We corrected the immaterial error in the fourth quarter of 2014, resulting in a decrease to operating expenses and net loss by $1.6 million and a decrease to basic and diluted loss per share of $0.01 and $0.02, respectively, for the three months ended December 31, 2014. The error does not affect results from operations for the year ended December 31, 2014. Based on management's evaluation of the materiality of the error from a qualitative and quantitative perspective as required by authoritative guidance, we concluded that correcting the error had no material impact on any of the Company's previously issued interim financial statements, would be immaterial to the fourth quarter results for 2014 and had no effect on the trend of financial results. | |||||||||||||
Reclassifications | Reclassifications | ||||||||||||
Certain reclassifications of prior period amounts have been made to the financial statements and accompanying notes to conform to the current period presentation. Prior period presentations of net product sales and royalty revenue have been reclassified into contract and other revenue because the net product sales and royalty revenue were not material for all periods presented. These reclassifications had no impact on the Company’s previously reported net loss or cash flows. | |||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||
Revenue is recognized when the four basic criteria of revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. The determination of criteria (2) is based on management’s judgments regarding whether a continuing performance obligation exists. The determination of criteria (3) and (4) are based on management’s judgments regarding the nature of the fee charged for products or services delivered and the collectability of those fees. Allowances are established for estimated uncollectible amounts, if any. | |||||||||||||
The Company recognizes revenue from its license and collaboration arrangements, contract services, product sales and royalties. Revenue arrangements with multiple elements are divided into separate units of accounting if certain criteria are met, including whether the delivered element has stand-alone value to the customer and whether there is objective and reliable evidence of the fair value of the undelivered items. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. In order to account for the multiple-element arrangements, the Company identifies the deliverables included within the arrangement and evaluates which deliverables represent separate units of accounting. Analyzing the arrangement to identify deliverables requires the use of judgment, and each deliverable may be an obligation to deliver services, a right or license to use an asset, or another performance obligation. The consideration received is allocated among the separate units based on their respective fair values and the applicable revenue recognition criteria are applied to each of the separate units. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. | |||||||||||||
License and Collaborative Fees | |||||||||||||
Revenue from non-refundable license, technology access or other payments under license and collaborative agreements where the Company has a continuing obligation to perform is recognized as revenue over the estimated period of the continuing performance obligation. The Company estimates the performance period at the inception of the arrangement and reevaluates it each reporting period. Management makes its best estimate of the period over which it expects to fulfill the performance obligations, which may include clinical development activities. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the performance period. This reevaluation may shorten or lengthen the period over which the remaining revenue is recognized. Changes to these estimates are recorded on a prospective basis. Cost reimbursement revenue under collaborative agreements is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. | |||||||||||||
License and collaboration agreements with certain third parties also provide for contingent payments to be paid to XOMA based solely upon the performance of the partner. For such contingent payments revenue is recognized upon completion of the milestone event, once confirmation is received from the third party, provided that collection is reasonably assured and the other revenue recognition criteria have been satisfied. Milestone payments that are not substantive or that require a continuing performance obligation on the part of the Company are recognized over the expected period of the continuing performance obligation. Amounts received in advance are recorded as deferred revenue until the related milestone is completed. | |||||||||||||
Contract Revenue | |||||||||||||
Contract revenue for research and development involves the Company providing research and development and manufacturing services to collaborative partners, biodefense contractors or others. Revenue for certain contracts is accounted for by a proportional performance, or output-based, method where performance is based on estimated progress toward elements defined in the contract. The amount of contract revenue and related costs recognized in each accounting period are based on management’s estimates of the proportional performance during the period. Adjustments to estimates based on actual performance are recognized on a prospective basis and do not result in reversal of revenue should the estimate to complete be extended. In 2014, the Company had a $1.8 million adjustment to decrease previously invoiced balances from the NIAID contract. Refer to Note 4 Collaborative, Licensing and Other Arrangements. | |||||||||||||
Up-front fees are recognized in the same manner as the final deliverable, which is generally ratably over the period of the continuing performance obligation. Given the uncertainties of research and development collaborations, significant judgment is required to determine the duration of the arrangement. | |||||||||||||
Royalty Revenue | |||||||||||||
Royalty revenue and royalty receivables are recorded in the periods these royalty amounts are earned, and collection is reasonably assured. The royalty revenue and receivables recorded in these instances are based upon communication with collaborative partners or licensees, historical information and forecasted sales trends. | |||||||||||||
Research and Development Expenses | Research and Development Expenses | ||||||||||||
The Company expenses research and development costs as incurred. Research and development expenses consist of direct costs such as salaries and related personnel costs, and material and supply costs, and research-related allocated overhead costs, such as facilities costs. In addition, research and development expenses include costs related to clinical trials. From time to time, research and development expenses may include up-front fees and milestones paid to collaborative partners for the purchase of rights to in-process research and development. Such amounts are expensed as incurred. | |||||||||||||
The Company’s accrual for clinical trials is based on estimates of the services received and efforts expended pursuant to contracts with clinical trial centers and clinical research organizations. The Company may terminate these contracts upon written notice and are generally only liable for actual effort expended by the organizations to the date of termination, although in certain instances the Company may be further responsible for termination fees and penalties. The Company makes estimates of its accrued expenses as of each balance sheet date based on the facts and circumstances known to the Company at that time. Expenses resulting from clinical trials are recorded when incurred based, in part on estimates as to the status of the various trials. In 2014, the Company changed its methodology of accrual for the per-patient component of clinical trial expense from straight-line over the patient treatment period to scheduled costs as projected by the contract research organization. The change resulted in a $0.2 million adjustment to the Company’s accrued estimates for clinical trial activities from inception of the trials through December 31, 2014. | |||||||||||||
Cash and Cash Equivalents and Short-term Investments | Cash and Cash Equivalents and Short-term Investments | ||||||||||||
The Company considers all highly liquid debt instruments with maturities of three months or less at the time the Company acquires them and that can be liquidated without prior notice or penalty to be cash equivalents. | |||||||||||||
Short-term investments include debt securities classified as available-for-sale. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, if any, reported in other comprehensive income (loss). The estimate of fair value is based on publicly available market information. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are also included in other income (expense). The Company reviews its instruments for other-than-temporary impairment whenever the value of the instrument is less than the amortized cost. The cost of investments sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in other income (expense). | |||||||||||||
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets | ||||||||||||
Property and equipment is stated at cost less depreciation. Equipment depreciation is calculated using the straight-line method over the estimated useful lives of the assets (three to seven years). Leasehold improvements, buildings and building improvements are depreciated using the straight-line method over the shorter of the lease terms or the useful lives (one to fifteen years). | |||||||||||||
The Company reviews the carrying values and depreciation lives of its long-lived assets whenever events or changes in business circumstances or planned use of long-lived assets indicate that the asset may not be recoverable. An impairment loss is recognized when the estimated future net cash flows expected to result from the use of an asset is less than its carrying amount. Long-lived assets include property and equipment and building and leasehold improvements. | |||||||||||||
Warrants | Warrants | ||||||||||||
The Company has issued warrants to purchase shares of its common stock in connection with financing activities. The Company accounts for some of these warrants as a liability at fair value and others as equity at fair value. The fair value of the outstanding warrants is estimated using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The Black-Scholes Model requires inputs such as the expected term of the warrants, expected volatility and risk-free interest rate. These inputs are subjective and require significant analysis and judgment to develop. For the estimate of the expected term, the Company uses the full remaining contractual term of the warrant. In 2013, the Company changed its expected volatility assumption in the Black-Scholes Model from a volatility implied from warrants issued by XOMA in recent private placement transactions to a volatility based on historical stock price volatility observed on XOMA’s underlying stock. A historical stock price volatility rate was determined to be a more precise indicator for the fair value calculation of the Company’s warrants due to time elapsed since these warrants were granted. The assumptions associated with contingent warrant liabilities are reviewed each reporting period and changes in the estimated fair value of these contingent warrant liabilities are recognized in revaluation of contingent warrant liabilities within the Consolidated Statements of Comprehensive Loss. | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
The Company accounts for uncertain tax positions in accordance with Accounting Standards Codification Topic 740, Income Taxes ("ASC 740"). The application of income tax law and regulations are inherently complex. | |||||||||||||
Accounting standards provide for the recognition of deferred tax assets if realization of such assets is more likely than not. The Company assessed the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The Company has provided a full valuation allowance on its deferred tax assets at December 31, 2014 and 2013 because it believes it is more likely than not that the deferred tax assets will not be realized as of December 31, 2014, and 2013. | |||||||||||||
Based upon the weight of available evidence, which includes the Company’s historical operating performance and carry-back potential, the Company has determined that total deferred tax assets should be fully offset by a valuation allowance. | |||||||||||||
Net Loss per Share of Common Stock | Net Loss per Share of Common Stock | ||||||||||||
Basic net loss per share of common stock is based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock is based on the weighted average number of shares outstanding during the period, adjusted to include the assumed conversion of certain stock options, restricted stock units (“RSUs”), and warrants for common stock. The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, adjustments to net income or net loss used in the calculation are required to remove the change in fair value of the warrants for the period. Likewise, adjustments to the denominator are required to reflect the related dilutive shares. | |||||||||||||
Potentially dilutive securities are excluded from the calculation of loss per share if their inclusion is anti-dilutive. The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options for common stock | 6,666 | 7,087 | 5,603 | ||||||||||
Warrants for common stock | 2,073 | 15,839 | 13,840 | ||||||||||
Total | 8,739 | 22,926 | 19,443 | ||||||||||
For the year ended December 31, 2014, the following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Numerator | |||||||||||||
Net loss before taxes | |||||||||||||
Basic | $ | (38,301 | ) | ||||||||||
Adjustment for revaluation of contingent warrant liabilities | (39,512 | ) | |||||||||||
Diluted | $ | (77,813 | ) | ||||||||||
Denominator | |||||||||||||
Weighted average shares outstanding used for basic net loss per share | 107,435 | ||||||||||||
Effect of dilutive warrants | 7,898 | ||||||||||||
Weighted average shares outstanding for dilutive net loss per share | 115,333 | ||||||||||||
For the years ended December 31, 2013 and 2012, all potentially dilutive securities outstanding were considered anti-dilutive, and therefore the calculations of basic and diluted net loss per share were the same. | |||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Codification (“ASC”) 606, Revenue Recognition — Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The Company is currently evaluating the impact of the provisions of ASC 606. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU introduces an explicit requirement for management to assess if there is substantial doubt about an entity’s ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management must assess if there is substantial doubt about an entity’s ability to continue as a going concern within one year after the issuance date. Disclosures are required if conditions give rise to substantial doubt. ASU 2014-15 is effective for all entities in the first annual period ending after December 15, 2016. The Company is currently assessing the potential effects of this ASU on the consolidated financial statements. | |||||||||||||
In November 2014, the FASB issued ASU No. 2014-16, Determining whether the Host Contract in a Hybrid Instrument issued in the form of a share is more akin to debt or to equity. This ASU introduces a requirement for management to separate an embedded derivative feature from the host contract and account for the feature as a derivative according to Subtopic 815-10 on derivatives and hedging if certain criteria are met. That is, management should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. ASU 2014-16 is effective date for public entities for annual and interim report beginning after December 15, 2015. Early adoption in an interim period, is permitted. The Company is currently evaluating the potential effects of this ASU on the consolidated financial statements. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Basis of Presentation and Significant Accounting Policies [Abstract] | |||||||||||||
Outstanding securities considered anti-dilutive | The following table shows the total outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options for common stock | 6,666 | 7,087 | 5,603 | ||||||||||
Warrants for common stock | 2,073 | 15,839 | 13,840 | ||||||||||
Total | 8,739 | 22,926 | 19,443 | ||||||||||
Reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock | For the year ended December 31, 2014, the following is a reconciliation of the numerators and denominators of the basic and diluted net loss per share of common stock (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | |||||||||||||
Numerator | |||||||||||||
Net loss before taxes | |||||||||||||
Basic | $ | (38,301 | ) | ||||||||||
Adjustment for revaluation of contingent warrant liabilities | (39,512 | ) | |||||||||||
Diluted | $ | (77,813 | ) | ||||||||||
Denominator | |||||||||||||
Weighted average shares outstanding used for basic net loss per share | 107,435 | ||||||||||||
Effect of dilutive warrants | 7,898 | ||||||||||||
Weighted average shares outstanding for dilutive net loss per share | 115,333 |
Consolidated_Financial_Stateme1
Consolidated Financial Statement Detail (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Consolidated Financial Statement Detail [Abstract] | |||||||||
Receivables | Receivables consisted of the following at December 31, 2014 and 2013 (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Trade receivables, net | $ | 2,993 | $ | 3,731 | |||||
Other receivables | 316 | 50 | |||||||
Total | $ | 3,309 | $ | 3,781 | |||||
Property and equipment | Property and equipment consisted of the following at December 31, 2014 and 2013 (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Equipment and furniture | $ | 28,638 | $ | 28,365 | |||||
Buildings, leasehold and building improvements | 9,343 | 9,316 | |||||||
Construction-in-progress | 337 | 225 | |||||||
Land | 310 | 310 | |||||||
38,628 | 38,216 | ||||||||
Less: Accumulated depreciation and amortization | (33,508 | ) | (31,760 | ) | |||||
Property and equipment, net | $ | 5,120 | $ | 6,456 | |||||
Accrued liabilities | Accrued liabilities consisted of the following at December 31, 2014 and 2013 (in thousands): | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Incentive compensation | $ | 4,295 | $ | 4,386 | |||||
Accrued payroll and other benefits | 3,061 | 3,009 | |||||||
Accrued clinical trial costs | 1,424 | 878 | |||||||
Other | 1,112 | 1,661 | |||||||
Total | $ | 9,892 | $ | 9,934 |
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Restructuring Charges [Abstract] | |||||
Components of restructuring liabilities | As of December 31, 2014 and 2013, the components of these liabilities are shown below (in thousands): | ||||
Facility Charges (1) | |||||
Balance at December 31, 2013 | $ | 21 | |||
Restructuring charges | 84 | ||||
Cash payments | (128 | ) | |||
Adjustments | 23 | ||||
Balance at December 31, 2014 | $ | - | |||
Facility Charges (1) | |||||
Balance at December 31, 2012 | $ | 75 | |||
Restructuring charges | 328 | ||||
Cash payments | (434 | ) | |||
Adjustments | 52 | ||||
Balance at December 31, 2013 | $ | 21 | |||
(1) Includes moving and relocation costs, and lease payments, net of sublease payments. |
AvailableforSale_and_Fair_Valu1
Available-for-Sale and Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Available-for-Sale and Fair Value Measurements [Abstract] | |||||||||||||||||
Schedule of Available-for-sale securities | The classification of the Company’s available-for-sale securities consisted of the following (in thousands): | ||||||||||||||||
December 31, | 31-Dec-13 | ||||||||||||||||
2014 | |||||||||||||||||
Money Market funds | $ | 67,569 | $ | 82,759 | |||||||||||||
U.S. treasury securities | - | 19,989 | |||||||||||||||
$ | 67,569 | $ | 102,748 | ||||||||||||||
Financial assets and liabilities carried at fair value | The following tables set forth the Company’s fair value hierarchy for its financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013 as follows (in thousands): | ||||||||||||||||
Fair Value Measurements at December 31, 2014 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 67,569 | $ | - | $ | - | $ | 67,569 | |||||||||
Foreign exchange options | - | 6 | - | 6 | |||||||||||||
Total | $ | 67,569 | $ | 6 | $ | - | $ | 67,575 | |||||||||
Liabilities: | |||||||||||||||||
Contingent warrant liabilities | $ | - | $ | - | $ | 31,828 | $ | 31,828 | |||||||||
Fair Value Measurements at December 31, 2013 Using | |||||||||||||||||
Quoted Prices in Active Markets for Identical Assets | Significant Other Observable Inputs | Significant Unobservable Inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Total | ||||||||||||||
Assets: | |||||||||||||||||
Money market funds (1) | $ | 82,759 | $ | - | $ | - | $ | 82,759 | |||||||||
U.S. treasury securities | 19,989 | - | - | 19,989 | |||||||||||||
Foreign exchange options | - | 361 | - | 361 | |||||||||||||
Total | $ | 102,748 | $ | 361 | $ | - | $ | 103,109 | |||||||||
Liabilities: | |||||||||||||||||
Contingent warrant liabilities | $ | - | $ | - | $ | 69,869 | $ | 69,869 | |||||||||
(1) Included in cash and cash equivalents | |||||||||||||||||
Warrant liabilities fair value assumptions | The fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2014 and 2013: | ||||||||||||||||
December 31, | 31-Dec-13 | ||||||||||||||||
2014 | |||||||||||||||||
Expected volatility | 69.6% - 72.9 | % | 66.1% - 86.6 | % | |||||||||||||
Risk-free interest rate | 0.03% - 0.67 | % | 0.10% - 0.80 | % | |||||||||||||
Expected term | 0.09 - 2.19 years | 0.90 - 3.20 years | |||||||||||||||
Summary of changes in fair value of Level 3 financial liabilities | The following table provides a summary of changes in the fair value of the Company’s Level 3 financial liabilities for the years ended December 31, 2014, 2013, and 2012 (in thousands): | ||||||||||||||||
Warrant Liabilities | |||||||||||||||||
Balance at December 31, 2011 | $ | 379 | |||||||||||||||
Initial fair value of warrants issued in March 2012 | 6,390 | ||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (940 | ) | |||||||||||||||
Net increase in fair value of contingent warrant liabilities upon revaluation | 9,172 | ||||||||||||||||
Balance at December 31, 2012 | 15,001 | ||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (6,171 | ) | |||||||||||||||
Net increase in fair value of contingent warrant liabilities upon revaluation | 61,039 | ||||||||||||||||
Balance at December 31, 2013 | 69,869 | ||||||||||||||||
Initial fair value of warrants issued in December 2014 warrant | 10,258 | ||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (2,526 | ) | |||||||||||||||
Net decrease in fair value of contingent warrant liabilities upon revaluation | (45,773 | ) | |||||||||||||||
Balance at December 31, 2014 | $ | 31,828 | |||||||||||||||
Outstanding debt carrying amount and estimated fair value | The fair value of the Company’s outstanding debt is estimated based on market interest rates. The carrying amount and the estimated fair value of the Company’s outstanding debt at December 31, 2014 and 2013 are as follows: | ||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
Outstanding debt | $ | 35,537 | $ | 36,461 | $ | 40,985 | $ | 41,813 |
Loans_and_Other_Arrangements_T
Loans and Other Arrangements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Loans and Other Arrangements [Abstract] | |||||||||||||
Aggregate future principal and final fee payments of interest bearing obligations | Aggregate future principal, final fee payments and discounts of the Company’s total interest bearing obligations - long-term as of December 31, 2014 are as follows (in thousands): | ||||||||||||
Year Ending December 31, | Total | ||||||||||||
2015 | $ | 20,276 | |||||||||||
2016 | 18,447 | ||||||||||||
38,723 | |||||||||||||
Less: interest, final payment and discount | (3,186 | ) | |||||||||||
35,537 | |||||||||||||
Less: current portion | (19,247 | ) | |||||||||||
Total | $ | 16,290 | |||||||||||
Interest expense and amortization of debt issuance costs | Interest expense and amortization of debt issuance costs and discounts, recorded as other expense in the accompanying consolidated statements of comprehensive loss for the year ended December 31, 2014, 2013 and 2012 are shown below (in thousands): | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Interest expense | |||||||||||||
Servier loan | $ | 2,330 | $ | 2,152 | $ | 2,097 | |||||||
GECC term loan | 1,638 | 2,064 | 1,850 | ||||||||||
Novartis note | 312 | 362 | 397 | ||||||||||
Other | 23 | 53 | 43 | ||||||||||
Total interest expense | $ | 4,303 | $ | 4,631 | $ | 4,387 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Total provision for income taxes | The total income tax benefit consists of the following (in thousands): | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax (benefit) provision | $ | - | $ | (14 | ) | $ | (74 | ) | |||||
Total | $ | - | $ | (14 | ) | $ | (74 | ) | |||||
Reconciliation between the tax provision computed at the federal statutory income tax rate and actual effective income tax rate | Reconciliation between the tax provision computed at the federal statutory income tax rate of 34% and the Company’s actual effective income tax rate is as follows: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal tax at statutory rate | 34 | % | 34 | % | 34 | % | |||||||
Warrant valuation | 40 | % | -17 | % | -4 | % | |||||||
Permanent items and other | -1 | % | 0 | % | -1 | % | |||||||
Valuation allowance | -73 | % | -17 | % | -29 | % | |||||||
Total | 0 | % | 0 | % | 0 | % | |||||||
Components of net deferred tax assets | The significant components of net deferred tax assets as of December 31, 2014 and 2013 were as follows (in millions): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Capitalized research and development expenses | $ | 50.9 | $ | 49.4 | |||||||||
Net operating loss carryforwards | 105 | 78.4 | |||||||||||
Research and development and other credit carryforwards | 12.1 | 8.8 | |||||||||||
Other | 22.1 | 23.5 | |||||||||||
Total deferred tax assets | 190.1 | 160.1 | |||||||||||
Valuation allowance | (190.1 | ) | (160.1 | ) | |||||||||
Net deferred tax assets | $ | - | $ | - | |||||||||
Schedule of unrecognized tax benefits | The following table summarizes the Company's activity related to its unrecognized tax benefits (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at January 1 | $ | 4,274 | $ | 4,104 | $ | - | |||||||
Increase related to current year tax position | 720 | 164 | 49 | ||||||||||
Increase related to prior year tax position | 509 | 6 | 4,055 | ||||||||||
Balance at December 31 | $ | 5,503 | $ | 4,274 | $ | 4,104 |
Compensation_and_Other_Benefit1
Compensation and Other Benefit Plans (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Compensation and Other Benefit Plans [Abstract] | |||||||||||||||||||||||||
Stock option activity | The following table summarizes the Company’s stock option activity: | ||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of | Weighted | Number of | Weighted | Number of | Weighted | ||||||||||||||||||||
Shares | Average | Shares | Average | Shares | Average | ||||||||||||||||||||
Exercise | Exercise | Exercise | |||||||||||||||||||||||
Price | Price | Price | |||||||||||||||||||||||
Outstanding at beginning of year | 7,216,041 | $ | 8.42 | 6,788,383 | $ | 8.99 | 5,053,435 | $ | 12.55 | ||||||||||||||||
Granted | 1,891,989 | 6.69 | 1,168,203 | 3.13 | 2,351,445 | 2.59 | |||||||||||||||||||
Exercised | (915,911 | ) | 3.91 | (589,355 | ) | 2.26 | (90,252 | ) | 1.68 | ||||||||||||||||
Forfeited, expired or cancelled | (489,810 | ) | 14.36 | (151,190 | ) | 17.46 | (526,245 | ) | 15.84 | ||||||||||||||||
Outstanding at end of year | 7,702,309 | 8.15 | 7,216,041 | 8.42 | 6,788,383 | 8.99 | |||||||||||||||||||
Exercisable at end of year | 4,908,925 | 9.98 | 4,814,926 | 11.14 | 4,276,834 | 12.42 | |||||||||||||||||||
Weighted average grant date fair value | $ | 4.49 | $ | 2.27 | $ | 1.89 | |||||||||||||||||||
Unvested RSU activity | Unvested RSU activity for the year ended December 31, 2014 is summarized below: | ||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||
Number of | Average Grant | ||||||||||||||||||||||||
Shares | Date Fair Value | ||||||||||||||||||||||||
Unvested awards at December 31, 2013 | 1,738,037 | $ | 2.73 | ||||||||||||||||||||||
Granted | 1,506,194 | 7.03 | |||||||||||||||||||||||
Vested | (1,099,701 | ) | 3.51 | ||||||||||||||||||||||
Forfeited | (190,651 | ) | 4.22 | ||||||||||||||||||||||
Unvested awards at December 31, 2014 | 1,953,879 | 5.46 | |||||||||||||||||||||||
Weighted average assumptions | The fair value of stock option awards was estimated using the Black-Scholes model with the following weighted average assumptions for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||||||||
Expected volatility | 92 | % | 92 | % | 92 | % | |||||||||||||||||||
Risk-free interest rate | 1.72 | % | 0.89 | % | 0.82 | % | |||||||||||||||||||
Expected term | 5.6 years | 5.6 years | 5.6 years | ||||||||||||||||||||||
Stock-based compensation expense | The following table shows total stock-based compensation expense included in the accompanying consolidated statements of comprehensive loss for the years ended December 31, 2014, 2013, and 2012 (in thousands): | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Research and development | $ | 5,557 | $ | 2,358 | $ | 2,391 | |||||||||||||||||||
Selling, general and administrative | 5,215 | 2,741 | 1,893 | ||||||||||||||||||||||
Total stock-based compensation expense | $ | 10,772 | $ | 5,099 | $ | 4,284 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Future minimum lease commitments | The Company estimates future minimum lease payments, excluding sub-lease income as of December 31, 2014 to be (in thousands): | ||||
Operating Leases | |||||
2015 | $ | 3,428 | |||
2016 | 3,531 | ||||
2017 | 3,637 | ||||
2018 | 3,742 | ||||
2019 | 3,852 | ||||
Thereafter | 10,733 | ||||
Minimum lease payments | $ | 28,923 |
Concentration_of_Risk_Segment_1
Concentration of Risk, Segment and Geographic Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Concentration of Risk, Segment and Geographic Information [Abstract] | |||||||||||||
Revenue by geographical region | Revenue attributed to the following geographic regions for each of the three years ended December 31, 2014, 2013 and 2012 was as follows (in thousands): | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 11,756 | $ | 19,955 | $ | 14,134 | |||||||
Europe | 5,510 | 15,396 | 18,454 | ||||||||||
Asia Pacific | 1,600 | 100 | 1,194 | ||||||||||
Total | $ | 18,866 | $ | 35,451 | $ | 33,782 |
Quarterly_Financial_Informatio1
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information (unaudited) [Abstract] | |||||||||||||||||
Quarterly financial information (unaudited) | The following is a summary of the quarterly results of operations for the years ended December 31, 2014 and 2013: | ||||||||||||||||
Consolidated Statements of Operations | |||||||||||||||||
Quarter Ended | |||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||
(In thousands, except per share amounts) | |||||||||||||||||
2014 | |||||||||||||||||
Total revenues | $ | 3,410 | $ | 5,973 | $ | 5,136 | $ | 4,347 | |||||||||
Total operating costs and expenses (1) | (26,884 | ) | (24,750 | ) | (25,589 | ) | (23,475 | ) | |||||||||
Other income (expense), net (2) | 18,787 | 6,880 | 6,054 | 11,810 | |||||||||||||
Income tax benefit | - | - | - | - | |||||||||||||
Net loss | $ | (4,687 | ) | $ | (11,897 | ) | $ | (14,399 | ) | $ | (7,318 | ) | |||||
Basice net loss per share of common stock | $ | (0.04 | ) | $ | (0.11 | ) | $ | (0.13 | ) | $ | (0.07 | ) | |||||
Diluted net loss per share of common stock | $ | (0.21 | ) | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.12 | ) | |||||
2013 | |||||||||||||||||
Total revenues | $ | 9,453 | $ | 7,151 | $ | 6,312 | $ | 12,535 | |||||||||
Total operating costs and expenses | (20,777 | ) | (21,230 | ) | (23,535 | ) | (28,114 | ) | |||||||||
Other (expense) income , net (2) | (13,563 | ) | (3,169 | ) | (12,416 | ) | (36,719 | ) | |||||||||
Income tax benefit (expense) | - | - | 15 | (1 | ) | ||||||||||||
Net loss | $ | (24,887 | ) | $ | (17,248 | ) | $ | (29,624 | ) | $ | (52,299 | ) | |||||
Basic and diluted net loss per share of common stock | $ | (0.30 | ) | $ | (0.21 | ) | $ | (0.34 | ) | $ | (0.55 | ) | |||||
-1 | In 2014, the Company corrected an immaterial error driven by certain stock-based compensation expense in the fourth quarter of 2014, resulting in a decrease to operating expenses and net loss by $1.6 million and a decrease to basic and diluted loss per share of $0.01 and $0.02, respectively, for the three months ended December 31, 2014. Refer to Note 2, Basis of Presentation and Significant Accounting Policies - Correction of an Immaterial Error | ||||||||||||||||
-2 | Fluctuations in 2014 and 2013 primarily relate to (losses) gains on the revaluation of the contingent warrant liabilities. |
Description_of_Business_Detail
Description of Business (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | Antibody | |||
Description of Business [Abstract] | ||||
Number of classes of preclinical antibodies | 3 | |||
Accumulated deficit incurred | ($1,119,477) | ($1,081,176) | ||
Cash and cash equivalents | $78,445 | $101,659 | $45,345 | $48,344 |
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Share data in Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share (in shares) | 8,739 | 22,926 | 19,443 | |
Numerator [Abstract] | ||||
Net loss before taxes, Basic | ($38,301,000) | ($124,072,000) | ($71,139,000) | |
Adjustment for revaluation of contingent warrant liabilities | -39,512,000 | |||
Net loss before taxes, Diluted | -77,813,000 | |||
Denominator Abstract] | ||||
Weighted average shares outstanding used for basic net loss per share (in shares) | 107,435 | 86,938 | 64,629 | |
Effect of dilutive warrants (in shares) | 7,898 | |||
Weighted average shares outstanding for dilutive net loss per share (in shares) | 115,333 | 86,938 | 64,629 | |
Contract Revenue [Abstract] | ||||
Decrease in previously invoiced balances from NIAID | 1,800,000 | |||
Research and Development Expense [Abstract] | ||||
Adjustment to the Company's accrued estimates for clinical trial activities from inception of the trials | 200,000 | |||
Restatement Adjustment [Member] | ||||
Correction of an Immaterial Error [Abstract] | ||||
Immaterial Error Correction | we concluded that correcting the error had no material impact on any of the Company's previously issued interim financial statements, would be immaterial to the fourth quarter results for 2014 and had no effect on the trend of financial results. | |||
Decrease to operating expenses | -1,600,000 | |||
Decrease to net loss | ($1,600,000) | |||
Decrease to basic loss per share (in dollar per shares) | ($0.01) | |||
Decrease to diluted loss per share (in dollar per shares) | ($0.02) | |||
Options for Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share (in shares) | 6,666 | 7,087 | 5,603 | |
Warrants for Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted net income (loss) per share (in shares) | 2,073 | 15,839 | 13,840 | |
Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 3 years | |||
Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 7 years | |||
Leasehold Improvements, Buildings and Building Improvements [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 1 year | |||
Leasehold Improvements, Buildings and Building Improvements [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Useful lives | 15 years |
Consolidated_Financial_Stateme2
Consolidated Financial Statement Detail (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Feb. 28, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 08, 2014 | Jun. 30, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2009 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
USD ($) | USD ($) | USD ($) | Five Year Warrants Issued in February 2010 [Member] | Five Year Warrants Issued in February 2010 [Member] | Five Year Warrants Issued in February 2010 [Member] | Five Year Warrants Issued in February 2010 [Member] | Five Year Warrants Issued in February 2010 [Member] | Five Year Warrants Issued in March 2012 [Member] | Five Year Warrants Issued in March 2012 [Member] | Five Year Warrants Issued in March 2012 [Member] | Two Year Warrants Issued in December 2014 [Member] | Two Year Warrants Issued in December 2014 [Member] | Warrants Issued to Private Investors [Member] | Warrants Issued to Private Investors [Member] | Warrants Issued to Private Investors [Member] | Warrants Issued to Private Investors [Member] | Equipment and Furniture [Member] | Equipment and Furniture [Member] | Buildings, Leasehold and Building Improvements [Member] | Buildings, Leasehold and Building Improvements [Member] | Construction-in-Progress [Member] | Construction-in-Progress [Member] | Land [Member] | Land [Member] | Options Contract [Member] | Options Contract [Member] | Options Contract [Member] | Options Contract [Member] | Option Contract 1 [Member] | Option Contract 2 [Member] | Demand Deposits [Member] | Demand Deposits [Member] | Money Market Funds [Member] | Money Market Funds [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | EUR (€) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||
Contract | |||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents [Line Items] | |||||||||||||||||||||||||||||||||||
Cash equivalents | $10,800,000 | $18,900,000 | $67,600,000 | $82,800,000 | |||||||||||||||||||||||||||||||
Short-term Investments [Abstract] | |||||||||||||||||||||||||||||||||||
Short-term investments | 0 | 19,990,000 | |||||||||||||||||||||||||||||||||
Derivative [Line Items] | |||||||||||||||||||||||||||||||||||
Notional amount of derivative liability | 15,000,000 | ||||||||||||||||||||||||||||||||||
Number of foreign exchange option contracts | 2 | ||||||||||||||||||||||||||||||||||
Derivative, amount of hedged item | 1,500,000 | 15,000,000 | |||||||||||||||||||||||||||||||||
Derivative, premiums | 1,500,000 | ||||||||||||||||||||||||||||||||||
Derivative fair value | 0 | 400,000 | |||||||||||||||||||||||||||||||||
Derivative, loss | 400,000 | 100,000 | 700,000 | ||||||||||||||||||||||||||||||||
Receivables [Abstract] | |||||||||||||||||||||||||||||||||||
Trade receivables, net | 2,993,000 | 3,731,000 | |||||||||||||||||||||||||||||||||
Other receivables | 316,000 | 50,000 | |||||||||||||||||||||||||||||||||
Total | 3,309,000 | 3,781,000 | |||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||||||||||||||||||||||||||
Property and equipment, gross | 38,628,000 | 38,216,000 | 28,638,000 | 28,365,000 | 9,343,000 | 9,316,000 | 337,000 | 225,000 | 310,000 | 310,000 | |||||||||||||||||||||||||
Less: Accumulated depreciation and amortization | -33,508,000 | -31,760,000 | |||||||||||||||||||||||||||||||||
Property and equipment, net | 5,120,000 | 6,456,000 | |||||||||||||||||||||||||||||||||
Depreciation and amortization expense | 1,900,000 | 2,900,000 | 4,100,000 | ||||||||||||||||||||||||||||||||
Accrued Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||
Incentive compensation | 4,295,000 | 4,386,000 | |||||||||||||||||||||||||||||||||
Accrued payroll and other benefits | 3,061,000 | 3,009,000 | |||||||||||||||||||||||||||||||||
Accrued clinical trial costs | 1,424,000 | 878,000 | |||||||||||||||||||||||||||||||||
Other | 1,112,000 | 1,661,000 | |||||||||||||||||||||||||||||||||
Total | 9,892,000 | 9,934,000 | |||||||||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||||||||||||||||||||
Warrants outstanding (in shares) | 1,260,000 | 12,109,418 | 12,562,682 | 14,834,577 | 8,097,165 | 347,826 | |||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | $10.50 | $1.76 | $7.90 | $19.50 | |||||||||||||||||||||||||||||||
Fair value of warrant liability | 1,100,000 | 26,700,000 | 68,700,000 | 5,200,000 | 10,300,000 | 39,500,000 | 100,000 | ||||||||||||||||||||||||||||
Gain (loss) on revaluation of warrant liability | $1,100,000 | $5,100,000 | $2,500,000 | ||||||||||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 2 years | 5 years |
Collaborative_Licensing_and_Ot1
Collaborative, Licensing and Other Arrangements (Details) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2009 | Sep. 30, 2008 | Dec. 31, 2014 | Dec. 31, 2012 | Jul. 31, 2006 | Dec. 31, 2007 | Jan. 31, 2011 | Jan. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Sep. 30, 2010 | Dec. 31, 2014 | Feb. 28, 2009 | Nov. 30, 2006 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Feb. 28, 2009 | Nov. 30, 2006 | Jan. 31, 2014 | Nov. 30, 2008 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2008 | Dec. 31, 2014 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | License Arrangement [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Pfizer Inc. [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Collaborative Arrangement [Member] | Non-arrangement Transactions [Member] | |
License | Arrangement with Governmental Agency 1 [Member] | Arrangement with Governmental Agency 1 [Member] | Arrangement with Governmental Agency 1 [Member] | Arrangement with Governmental Agency 1 [Member] | Arrangement with Governmental Agency 2 [Member] | Arrangement with Governmental Agency 2 [Member] | Arrangement with Governmental Agency 2 [Member] | Arrangement with Governmental Agency 2 [Member] | Arrangement with Governmental Agency 2 [Member] | Arrangement with Governmental Agency 2 [Member] | Arrangement with Governmental Agency 3 [Member] | Arrangement with Governmental Agency 3 [Member] | Arrangement with Governmental Agency 3 [Member] | License Arrangement [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Servier - U.S. Perindopril Franchise [Member] | Servier - U.S. Perindopril Franchise [Member] | Takeda [Member] | Takeda [Member] | Takeda [Member] | Takeda [Member] | Takeda [Member] | Takeda [Member] | Takeda [Member] | Takeda [Member] | Novartis [Member] | Novartis [Member] | Novartis [Member] | Novartis [Member] | Novartis [Member] | Pfizer Inc. [Member] | Pfizer Inc. [Member] | ||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | Sales And Development Milestones [Member] | USD ($) | Product | USD ($) | USD ($) | USD ($) | Development Milestone [Member] | Sales Milestone [Member] | Sales Milestone [Member] | USD ($) | USD ($) | USD ($) | USD ($) | Development Milestone [Member] | Sales Milestone [Member] | Development Milestone [Member] | |||||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||||||||||
Product | |||||||||||||||||||||||||||||||||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Non-refundable upfront payment received | $15,000,000 | ||||||||||||||||||||||||||||||||||||||||
Period for recognizing deferred revenue | 8 months | ||||||||||||||||||||||||||||||||||||||||
Proceeds from loan | 19,500,000 | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Total contract amount awarded | 28,000,000 | 64,800,000 | 16,300,000 | ||||||||||||||||||||||||||||||||||||||
Contractual term | 5 years | 3 years | 3 years | ||||||||||||||||||||||||||||||||||||||
Deferred revenue | 1,939,000 | 4,105,000 | 1,900,000 | ||||||||||||||||||||||||||||||||||||||
Increase (decrease) in deferred revenue | 900,000 | 1,100,000 | -1,800,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Recognition of deferred revenue | 8,400,000 | 4,700,000 | 2,500,000 | 1,200,000 | 4,400,000 | 6,600,000 | 2,000,000 | 1,600,000 | 100,000 | 1,200,000 | |||||||||||||||||||||||||||||||
Remaining deferred revenue | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Future initial research and development expenses to be funded by counterparty | 50,000,000 | ||||||||||||||||||||||||||||||||||||||||
Future other expenses to be funded by counterparty (in hundredths) | 50.00% | ||||||||||||||||||||||||||||||||||||||||
Licensing and collaboration agreement revenue | 5,683,000 | 11,028,000 | 5,727,000 | 3,500,000 | 13,600,000 | 14,500,000 | |||||||||||||||||||||||||||||||||||
Future milestone payments, maximum | 433,000,000 | 3,250,000 | 19,000,000 | 14,000,000 | |||||||||||||||||||||||||||||||||||||
Future milestone payments, repurchase option not exercised, maximum | 770,000,000 | ||||||||||||||||||||||||||||||||||||||||
Number of fixed-dose combination product candidates included in a portfolio of antihypertensive products from Servier | 3 | ||||||||||||||||||||||||||||||||||||||||
License fees paid | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Future milestone payments with each additional future qualifying product candidate development, maximum | 20,750,000 | 1,700,000 | |||||||||||||||||||||||||||||||||||||||
Royalty right expiration period | 10 years | 13 years 6 months | 20 years | ||||||||||||||||||||||||||||||||||||||
Proceeds from collaborators | 6,200,000 | ||||||||||||||||||||||||||||||||||||||||
Reduction in debt under restructured agreement | 7,500,000 | ||||||||||||||||||||||||||||||||||||||||
Number of ongoing product programs with potential royalty right milestone payments | 2 | ||||||||||||||||||||||||||||||||||||||||
Maximum borrowing capacity under agreement | 50,000,000 | ||||||||||||||||||||||||||||||||||||||||
Research and development expenses funded through loan facility, maximum (in hundredths) | 75.00% | ||||||||||||||||||||||||||||||||||||||||
Additional future milestone payments | 17,900,000 | ||||||||||||||||||||||||||||||||||||||||
Number of licenses granted, minimum | 60 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from license fees received | 30,000,000 | ||||||||||||||||||||||||||||||||||||||||
Percentage of milestone received | 25.00% | ||||||||||||||||||||||||||||||||||||||||
Milestone received under the collaboration agreement | 7,000,000 | ||||||||||||||||||||||||||||||||||||||||
Repayment of debt | $1,750,000 | ||||||||||||||||||||||||||||||||||||||||
Euro to US Dollar exchange rates | 1.216 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Position | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions eliminated | 84 | |||||
Number of positions eliminated (in hundredths) | 34.00% | |||||
Restructuring Reserve [Roll Forward] | ||||||
Restructuring charges | $84 | $328 | $5,074 | |||
Facility Charges [Member] | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Balance beginning | 21 | [1] | 75 | [1] | ||
Restructuring charges | 84 | [1] | 328 | [1] | 4,900 | |
Cash payments | -128 | [1] | -434 | [1] | ||
Adjustments | 23 | [1] | 52 | [1] | ||
Balance, ending | $0 | [1] | $21 | [1] | $75 | [1] |
[1] | Includes moving and relocation costs, and lease payments, net of sublease payments. |
AvailableforSale_and_Fair_Valu2
Available-for-Sale and Fair Value Measurements (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available-for-sale securities | $67,569 | $102,748 | |||
Gross unrealized gain (losses) on available for sale securities | 0 | -1,000 | |||
Carrying Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Outstanding debt | 35,537 | 40,985 | |||
Fair Value [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Outstanding debt | 36,461 | 41,813 | |||
Warrant Liabilities [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Balance, beginning of period | 69,869 | 15,001 | 379 | ||
Initial fair value of warrants issued | 10,258 | 6,390 | |||
Reclassification of contingent warrant liability to equity upon exercise of warrants | -2,526 | -6,171 | -940 | ||
Net increase (decrease) in fair value of contingent warrant liabilities upon revaluation | -45,773 | 61,039 | 9,172 | ||
Balance, end of period | 31,828 | 69,869 | 15,001 | ||
Warrant Liabilities [Member] | Minimum [Member] | |||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||
Expected volatility (in hundredths) | 69.60% | 66.10% | |||
Risk-free interest rate (in hundredths) | 0.03% | 0.10% | |||
Expected term | 0 years 1 month 2 days | 0 years 10 months 24 days | |||
Warrant Liabilities [Member] | Maximum [Member] | |||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||||
Expected volatility (in hundredths) | 72.90% | 86.60% | |||
Risk-free interest rate (in hundredths) | 0.67% | 0.80% | |||
Expected term | 2 years 2 months 8 days | 3 years 2 months 12 days | |||
Recurring [Member] | |||||
Assets: [Abstract] | |||||
Money market funds | 67,569 | [1] | 82,759 | [1] | |
U.S. treasury securities | 19,989 | ||||
Foreign exchange options | 6 | 361 | |||
Total | 67,575 | 103,109 | |||
Liabilities: [Abstract] | |||||
Contingent warrant liabilities | 31,828 | 69,869 | |||
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||||
Assets: [Abstract] | |||||
Money market funds | 67,569 | [1] | 82,759 | [1] | |
U.S. treasury securities | 19,989 | ||||
Foreign exchange options | 0 | 0 | |||
Total | 67,569 | 102,748 | |||
Liabilities: [Abstract] | |||||
Contingent warrant liabilities | 0 | 0 | |||
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||||
Assets: [Abstract] | |||||
Money market funds | 0 | [1] | 0 | [1] | |
U.S. treasury securities | 0 | ||||
Foreign exchange options | 6 | 361 | |||
Total | 6 | 361 | |||
Liabilities: [Abstract] | |||||
Contingent warrant liabilities | 0 | 0 | |||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||||
Assets: [Abstract] | |||||
Money market funds | 0 | [1] | 0 | [1] | |
U.S. treasury securities | 0 | ||||
Foreign exchange options | 0 | 0 | |||
Total | 0 | 0 | |||
Liabilities: [Abstract] | |||||
Contingent warrant liabilities | 31,828 | 69,869 | |||
Money Market Funds [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available-for-sale securities | 67,569 | 82,759 | |||
US Treasury Securities [Member] | |||||
Schedule of Available-for-sale Securities [Line Items] | |||||
Available-for-sale securities | $0 | $19,989 | |||
[1] | Included in cash and cash equivalents |
Loans_and_Other_Arrangements_D
Loans and Other Arrangements (Details) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 27, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 27, 2015 | Feb. 27, 2015 | |
USD ($) | USD ($) | USD ($) | Novartis Note [Member] | Novartis Note [Member] | Novartis Note [Member] | Novartis Note [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | General Electric Capital Corporation Term Loan [Member] | General Electric Capital Corporation Term Loan [Member] | General Electric Capital Corporation Term Loan [Member] | General Electric Capital Corporation Term Loan [Member] | General Electric Capital Corporation Term Loan [Member] | Other Financings [Member] | Other Financings [Member] | Other Financings [Member] | Hercules Loan [Member] | Hercules Loan [Member] | |
USD ($) | USD ($) | USD ($) | Subsequent Event [Member] | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | Minimum [Member] | Maximum [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Subsequent Event [Member] | Subsequent Event [Member] | ||||
USD ($) | Installment | Installment | USD ($) | USD ($) | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Maturity date | 30-Jun-15 | 15-Jun-15 | 1-Sep-18 | |||||||||||||||||||||
Research and development expenses funded through loan facility, maximum (in hundredths) | 75.00% | |||||||||||||||||||||||
Maximum borrowing capacity under loan agreement | $50,000,000 | € 15,000,000 | ||||||||||||||||||||||
Variable rate basis | six-month LIBOR | Euro Inter-Bank Offered Rate ("EURIBOR") | The interest rate will be calculated at a rate equal to the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, and (ii) 9.40%. | |||||||||||||||||||||
Basis spread on variable rate (in hundredths) | 2.00% | |||||||||||||||||||||||
Interest rate at period end (in hundredths) | 2.35% | |||||||||||||||||||||||
Outstanding principal balance | 13,400,000 | 14,800,000 | 18,200,000 | 5,200,000 | 9,400,000 | 10,000,000 | 3,100,000 | |||||||||||||||||
Periodic Payment, Principal | 347,222 | |||||||||||||||||||||||
Accrued interest | 1,444,000 | -2,284,000 | -1,186,000 | 300,000 | 400,000 | 400,000 | 200,000 | |||||||||||||||||
Proceeds from loan | 19,500,000 | 4,600,000 | ||||||||||||||||||||||
Percentage of milestone received (in hundredths) | 25.00% | |||||||||||||||||||||||
Milestone received under the collaboration agreement | 7,000,000 | |||||||||||||||||||||||
Repayment of debt | 1,750,000 | |||||||||||||||||||||||
Increase (Decrease) in term loan obligation | 12,500,000 | |||||||||||||||||||||||
Initial interest rate during period (in hundredths) | 3.22% | |||||||||||||||||||||||
Interest rate reset semi-annually during period (in hundredths) | 2.16% | 2.31% | 3.83% | |||||||||||||||||||||
Unrealized foreign exchange gain (loss) | 2,280,000 | -662,000 | -295,000 | 2,400,000 | -800,000 | -400,000 | ||||||||||||||||||
Unrealized foreign exchange gains related to re-measurement of loan discount | -300,000 | 200,000 | 100,000 | |||||||||||||||||||||
Euro to US Dollar exchange rates | 1.216 | 1.216 | ||||||||||||||||||||||
Unamortized discount on debt | 8,900,000 | |||||||||||||||||||||||
Amortization period for loan discount | 5 years | |||||||||||||||||||||||
Amortization of debt discount | 1,900,000 | 1,600,000 | 1,400,000 | |||||||||||||||||||||
Carrying value of the loan | 35,537,000 | 16,200,000 | 16,500,000 | 20,000,000 | ||||||||||||||||||||
Recognition of deferred revenue | 1,900,000 | 1,600,000 | 1,400,000 | |||||||||||||||||||||
Debt issuance costs | 200,000 | 1,300,000 | ||||||||||||||||||||||
Final payment fee | 500,000 | 875,000 | ||||||||||||||||||||||
Fixed interest rate accrued (in hundredths) | 11.71% | 10.90% | ||||||||||||||||||||||
Number of monthly installments | 27 | 42 | ||||||||||||||||||||||
Prepayment premium year one (in hundredths) | 3.00% | |||||||||||||||||||||||
Prepayment premium year two (in hundredths) | 2.00% | |||||||||||||||||||||||
Prepayment premium year thereafter (in hundredths) | 1.00% | |||||||||||||||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 263,158 | 39,346 | 181,268 | |||||||||||||||||||||
Warrants exercise price (in dollars per share) | $1.14 | $3.54 | $3.31 | |||||||||||||||||||||
Immediate Term for warrants exercisable (in years) | 5 years | 5 years | ||||||||||||||||||||||
Fair value of warrant liability | 200,000 | 100,000 | ||||||||||||||||||||||
Outstanding principle balance and interest | 5,500,000 | |||||||||||||||||||||||
Aggregate future principal and final fee payments of total interest bearing obligations - long-term [Abstract] | ||||||||||||||||||||||||
2015 | 20,276,000 | |||||||||||||||||||||||
2016 | 18,447,000 | |||||||||||||||||||||||
Long-term debt including current portion | 38,723,000 | |||||||||||||||||||||||
Less: interest, final payment and discount | -3,186,000 | |||||||||||||||||||||||
Total long-term | 35,537,000 | 16,200,000 | 16,500,000 | 20,000,000 | ||||||||||||||||||||
Less current portion | -19,247,000 | |||||||||||||||||||||||
Total long-term debt | 16,290,000 | |||||||||||||||||||||||
Interest expense and amortization of debt issuance costs [Abstract] | ||||||||||||||||||||||||
Interest expense | $4,303,000 | $4,631,000 | $4,387,000 | $312,000 | $362,000 | $397,000 | $2,330,000 | $2,152,000 | $2,097,000 | $1,638,000 | $2,064,000 | $1,850,000 | $23,000 | $53,000 | $43,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||||||||
Federal income tax (benefit) provision | $0 | ($14,000) | ($74,000) | ||||||||
Total | 0 | 0 | 0 | 0 | 1,000 | -15,000 | 0 | 0 | 0 | -14,000 | -74,000 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||||||||||
Federal tax at statutory rate (in hundredths) | 34.00% | 34.00% | 34.00% | ||||||||
Warrant valuation (in hundredths) | 40.00% | -17.00% | -4.00% | ||||||||
Permanent items and other (in hundredths) | -1.00% | 0.00% | -1.00% | ||||||||
Valuation allowance (in hundredths) | -73.00% | -17.00% | -29.00% | ||||||||
Total (in hundredths) | 0.00% | 0.00% | 0.00% | ||||||||
Significant components of net deferred tax assets [Abstract] | |||||||||||
Capitalized research and development expenses | 50,900,000 | 49,400,000 | 50,900,000 | 49,400,000 | |||||||
Net operating loss carryforwards | 105,000,000 | 78,400,000 | 105,000,000 | 78,400,000 | |||||||
Research and development and other credit carryforwards | 12,100,000 | 8,800,000 | 12,100,000 | 8,800,000 | |||||||
Other | 22,100,000 | 23,500,000 | 22,100,000 | 23,500,000 | |||||||
Total deferred tax assets | 190,100,000 | 160,100,000 | 190,100,000 | 160,100,000 | |||||||
Valuation allowance | -190,100,000 | -160,100,000 | -190,100,000 | -160,100,000 | |||||||
Net deferred tax assets | 0 | 0 | 0 | 0 | |||||||
Increase (decrease) in the valuation allowance | 30,000,000 | -74,000,000 | -6,000,000 | ||||||||
Unrecognized Tax Benefits [Roll Forward] | |||||||||||
Beginning Balance | 4,274,000 | 4,104,000 | 4,274,000 | 4,104,000 | 0 | ||||||
Increase related to current year tax position | 720,000 | 164,000 | 49,000 | ||||||||
Increase related to prior year tax position | 509,000 | 6,000 | 4,055,000 | ||||||||
Ending Balance | 5,503,000 | 4,274,000 | 5,503,000 | 4,274,000 | 4,104,000 | ||||||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,000,000 | 4,000,000 | |||||||||
Stock Option [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Net Operating Loss Carry-forwards | 5,200,000 | 5,200,000 | |||||||||
State [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Net Operating Loss Carry-forwards | 132,300,000 | 132,300,000 | |||||||||
California [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Net operating loss carry-forward expired | 54,300,000 | 16,800,000 | 10,400,000 | ||||||||
Federal [Member] | |||||||||||
Operating Loss Carryforwards [Line Items] | |||||||||||
Net Operating Loss Carry-forwards | 292,300,000 | 292,300,000 | |||||||||
Net operating loss carry-forward expired | $0 | $0 | $0 |
Compensation_and_Other_Benefit2
Compensation and Other Benefit Plans (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
31-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred savings plan [Abstract] | ||||
Maximum annual contribution per employee (in hundredths) | 50.00% | |||
Maximum annual contribution per employee | 17,500 | |||
Maximum annual contribution per employee over 50 years old | 23,000 | |||
Age requirement for participant to be eligible for a catch-up contribution, minimum | 50 years | |||
Deferred savings plan expense | 1,000,000 | 900,000 | 800,000 | |
Deferred savings plan expense paid in common shares (in hundredths) | 100.00% | 100.00% | 100.00% | |
Number of shares of common stock to be issued upon exercise of options outstanding (in shares) | 10,005,649 | |||
Stock options activity, weighted average exercise price [Roll Forward] | ||||
Weighted average grant date fair value (in dollars per share) | 4.49 | 2.27 | 1.89 | |
Stock-based awards weighted average assumptions [Abstract] | ||||
Dividend yield (in hundredths) | 0.00% | 0.00% | 0.00% | |
Expected volatility (in hundredths) | 92.00% | 92.00% | 92.00% | |
Risk free interest rate (in hundredths) | 1.72% | 0.89% | 0.82% | |
Expected term | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 10,772,000 | 5,099,000 | 4,284,000 | |
Capitalized stock-based compensation cost | 0 | 0 | 0 | |
Tax benefits recognized related to stock-based compensation expense | 0 | 0 | 0 | |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 5,557,000 | 2,358,000 | 2,391,000 | |
Selling, General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 5,215,000 | 2,741,000 | 1,893,000 | |
Maximum [Member] | ||||
Deferred savings plan [Abstract] | ||||
Employer matching contribution percentage, maximum (in hundredths) | 50.00% | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | ten years from the date of the grant or three months from the date of termination of employment (longer in case of death or certain retirements). | |||
Stock option activity [Roll Forward] | ||||
Outstanding at beginning of year (in shares) | 7,216,041 | 6,788,383 | 5,053,435 | |
Granted (in shares) | 1,891,989 | 1,168,203 | 2,351,445 | |
Exercised (in shares) | -915,911 | -589,355 | -90,252 | |
Forfeited, expired or cancelled (in shares) | -489,810 | -151,190 | -526,245 | |
Outstanding at end of year (in shares) | 7,702,309 | 7,216,041 | 6,788,383 | |
Exercisable at end of year (in shares) | 4,908,925 | 4,814,926 | 4,276,834 | |
Stock options activity, weighted average exercise price [Roll Forward] | ||||
Outstanding at beginning of year (in dollars per share) | 8.42 | 8.99 | 12.55 | |
Granted (in dollars per share) | 6.69 | 3.13 | 2.59 | |
Exercised (in dollars per share) | 3.91 | 2.26 | 1.68 | |
Forfeited, expired or cancelled (in dollars per share) | 14.36 | 17.46 | 15.84 | |
Outstanding at end of year (in dollars per share) | 8.15 | 8.42 | 8.99 | |
Exercisable at end of year (in dollars per share) | 9.98 | 11.14 | 12.42 | |
Stock options vested and expected to vest [Abstract] | ||||
Options vested and expected to vest, number of shares (in shares) | 7,418,259 | |||
Options vested and expected to vest, weighted-average exercise price (in dollars per share) | 8.27 | |||
Additional disclosures [Abstract] | ||||
Options exercised, aggregate intrinsic value | 2,900,000 | 1,700,000 | 100,000 | |
Options outstanding, weighted average remaining contractual term | 6 years 8 months 12 days | |||
Options outstanding, aggregate intrinsic value | 3,100,000 | |||
Options exercisable, weighted average remaining contractual term | 5 years 8 months 12 days | |||
Options exercisable, aggregate intrinsic value | 2,300,000 | |||
Unrecognized compensation expense related to stock options | 6,000,000 | |||
Weighted average period of unrecognized compensation expense expected to vest | 2 years 4 months 24 days | |||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | |||
Threshold years required for retirement age | 70 years | |||
Stock Options [Member] | Directors [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Stock Options [Member] | Directors [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | 3 years | 3 years | |
Additional disclosures [Abstract] | ||||
Weighted average period of unrecognized compensation expense expected to vest | 1 year 8 months 12 days | |||
Unrecognized compensation expense related to employee RSUs | 5,900,000 | |||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | |||
Threshold years required for retirement age | 70 years | |||
Unvested RSU activity [Roll Forward] | ||||
Unvested balance, beginning of period (in shares) | 1,738,037 | |||
Granted (in shares) | 1,506,194 | 958,385 | 1,292,923 | |
Vested (in shares) | -1,099,701 | |||
Forfeited (in shares) | -190,651 | |||
Unvested balance, end of period (in shares) | 1,953,879 | 1,738,037 | ||
Unvested RSU activity, weighted average grant date fair value [Roll Forward] | ||||
Unvested balance, beginning of period (in dollars per share) | 2.73 | |||
Granted (in dollars per share) | 7.03 | |||
Vested (in dollars per share) | 3.51 | |||
Forfeited (in dollars per share) | 4.22 | |||
Unvested balance, end of period (in dollars per share) | 5.46 | 2.73 | ||
Total grant-date fair value of RSUs, vested | 3,900,000 | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Purchase price to acquire shares (in hundredths) | 95.00% | |||
Shares authorized for issuance (in shares) | 233,333 | |||
Shares purchased (in shares) | 17,702 | 15,262 | 17,054 | |
Net payroll deductions to acquire shares | 74,000 | 60,000 | 46,000 | |
Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee compensation available for share purchases, maximum (in hundredths) | 15.00% | |||
Long Term Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | ten years from the date of the grant or three to six months from the date of termination of employment (longer in case of death or certain retirements). | |||
Shares authorized for issuance (in shares) | 6,221,101 | |||
Long Term Incentive Plan [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares authorized for issuance (in shares) | 18,771,206 | |||
Additional shares authorized for issuance (in shares) | 5,350,000 | |||
Reducing shares from number of available shares (in shares) | 1.18 | |||
Stock option activity [Roll Forward] | ||||
Granted (in shares) | 1,891,989 | 1,168,203 | 2,351,445 | |
Long Term Incentive Plan [Member] | Stock Options [Member] | Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | 1 year | 1 year | |
Long Term Incentive Plan [Member] | Stock Options [Member] | Non-Executive Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | 4 years | 4 years |
Capital_Stock_Other_Offerings_
Capital Stock, Other Offerings and Agreements (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 11 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Mar. 09, 2012 | 31-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2009 | Dec. 31, 2011 | Dec. 08, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Oct. 31, 2012 | Feb. 28, 2010 | Aug. 23, 2013 | Oct. 29, 2012 | |
Registered Direct Offerings and Underwritten Offering [Abstract] | ||||||||||||||
Capital units issued upon the underwriters 30-day over-allotment option (in shares) | 1,425,000 | 1,425,000 | ||||||||||||
Offering expense | $3,000,000 | |||||||||||||
Offering price (in dollars per share) | $4.94 | |||||||||||||
Common stock, shares authorized (in shares) | 277,333,332 | 277,333,332 | 138,666,666 | 138,666,666 | ||||||||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 | ||||||||||
Additional common shares authorized for issuance (in shares) | 138,666,666 | |||||||||||||
ATM Agreement [Abstract] | ||||||||||||||
Proceeds from issuance of common stock | 41,442,000 | 84,338,000 | 76,498,000 | |||||||||||
Registered Direct Offerings [Member] | ||||||||||||||
Registered Direct Offerings and Underwritten Offering [Abstract] | ||||||||||||||
Capital units issued (in shares) | 695,652 | |||||||||||||
Common stock per capital unit (in shares) | 1 | |||||||||||||
Common stock per capital unit called by stock warrant (in shares) | 0.5 | |||||||||||||
Gross proceeds from issuance of capital units | 12,000,000 | |||||||||||||
Offering expense | 800,000 | |||||||||||||
Purchase price of capital units (in dollars per share) | $17.25 | |||||||||||||
Number of shares called by warrants (in shares) | 347,826 | |||||||||||||
Exercise price of warrants (in dollars per share) | $19.50 | |||||||||||||
2011 ATM Agreement [Member] | ||||||||||||||
ATM Agreement [Abstract] | ||||||||||||||
Common stock sold (in shares) | 0 | 7,572,327 | ||||||||||||
Sales commission paid per transaction (in hundredths) | 3.00% | |||||||||||||
Proceeds from issuance of common stock | 500,000 | 14,600,000 | ||||||||||||
Underwritten Offering [Member] | ||||||||||||||
Registered Direct Offerings and Underwritten Offering [Abstract] | ||||||||||||||
Capital units issued (in shares) | 29,669,154 | 10,925,000 | 10,925,000 | 2,800,000 | 8,736,187 | 13,333,333 | ||||||||
Capital units issued upon the underwriters 30-day over-allotment option (in shares) | 1,139,502 | |||||||||||||
Common stock per capital unit (in shares) | 0.5 | 1 | 1 | |||||||||||
Common stock per capital unit called by stock warrant (in shares) | 0.45 | |||||||||||||
Gross proceeds from issuance of capital units | 39,200,000 | 40,000,000 | 57,400,000 | 31,600,000 | 40,000,000 | 21,000,000 | ||||||||
Offering expense | $2,300,000 | $3,800,000 | $2,200,000 | $3,000,000 | ||||||||||
Purchase price of capital units (in dollars per share) | $1.32 | $5.25 | $5.25 | $3.62 | $3 | |||||||||
Number of shares called by warrants (in shares) | 14,834,577 | |||||||||||||
Immediate term for warrants exercisable (in years) | 5 years | 2 years | ||||||||||||
Exercise price of warrants (in dollars per share) | $1.76 | $7.90 | ||||||||||||
Period to purchase additional stock | 30 days | 30 days | ||||||||||||
Warrant outstanding (in shares) | 12,109,418 | 8,097,165 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments and Contingencies [Abstract] | |||
Royalties paid, minimum (in hundredths) | 0.50% | ||
Royalties paid, maximum (in hundredths) | 5.00% | ||
Sublicense fees paid, maximum (in hundredths) | 40.00% | ||
Estimate of milestone payments | $77,300,000 | ||
Estimated future minimum lease commitments [Abstract] | |||
2015 | 3,428,000 | ||
2016 | 3,531,000 | ||
2017 | 3,637,000 | ||
2018 | 3,742,000 | ||
2019 | 3,852,000 | ||
Thereafter | 10,733,000 | ||
Minimum lease payments | 28,923,000 | ||
Total rental expense | 3,500,000 | 3,500,000 | 4,500,000 |
Restructuring charges | 84,000 | 328,000 | 5,074,000 |
Sublease income | $49,000 |
Concentration_of_Risk_Segment_2
Concentration of Risk, Segment and Geographic Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Number of operating segments | 1 | ||||||||||
Revenues | $4,347 | $5,136 | $5,973 | $3,410 | $12,535 | $6,312 | $7,151 | $9,453 | $18,866 | $35,451 | $33,782 |
United States [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 11,756 | 19,955 | 14,134 | ||||||||
Europe [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 5,510 | 15,396 | 18,454 | ||||||||
Asia Pacific [Member] | Reportable Geographical Components [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $1,600 | $100 | $1,194 | ||||||||
Revenues [Member] | Customer Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of major customers | 2 | 3 | |||||||||
Revenues [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage (in hundredths) | 51.00% | 43.00% | |||||||||
Revenues [Member] | Customer Concentration Risk [Member] | Customer 2 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage (in hundredths) | 28.00% | 26.00% | |||||||||
Revenues [Member] | Customer Concentration Risk [Member] | Customer 3 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage (in hundredths) | 20.00% | ||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Number of major customers | 3 | 2 | |||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer 1 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage (in hundredths) | 44.00% | 73.00% | |||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer 2 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage (in hundredths) | 34.00% | 13.00% | |||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer 3 [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration risk, percentage (in hundredths) | 12.00% |
Subsequent_Events_Details
Subsequent Events (Details) | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Jan. 09, 2015 | Feb. 27, 2015 | Feb. 27, 2015 |
USD ($) | Servier Loan [Member] | Servier Loan [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
USD ($) | USD ($) | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Servier Loan [Member] | Hercules Loan [Member] | Hercules Loan [Member] | ||
EUR (€) | Tranche | EURIBOR [Member] | Tranche One [Member] | Tranche One [Member] | Tranche Two [Member] | Tranche Two [Member] | Tranche Three [Member] | Tranche Three [Member] | USD ($) | USD ($) | ||||
EUR (€) | EUR (€) | EUR (€) | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Date of agreement | 30-Dec-10 | |||||||||||||
Date of agreement, after amendment | 12-Aug-13 | |||||||||||||
Number of tranches | 3 | |||||||||||||
Maturity date | 15-Jan-16 | 15-Jan-17 | 15-Jan-18 | 1-Sep-18 | ||||||||||
Principal payment amount | € 3,000,000 | € 5,000,000 | € 7,000,000 | |||||||||||
Variable rate basis | Euro Inter-Bank Offered Rate ("EURIBOR") | EURIBOR+2% | The interest rate will be calculated at a rate equal to the greater of either (i) 9.40% plus the prime rate as reported from time to time in The Wall Street Journal minus 7.25%, and (ii) 9.40%. | |||||||||||
Basis spread on variable rate (in hundredths) | 2.00% | |||||||||||||
Period of interest resetting | 6 months | |||||||||||||
Eligible milestone payments receivable | 433,000,000 | |||||||||||||
Eligible milestone payments receivable under specific rights not met | 770,000,000 | |||||||||||||
Eligible milestone payments receivable, after amendment | 415,000,000 | |||||||||||||
Eligible milestone payments receivable under specific rights not met, after amendment | 752,000,000 | |||||||||||||
Borrowings | 35,537,000 | 16,200,000 | 16,500,000 | 20,000,000 | ||||||||||
Outstanding principle balance and interest | 5,500,000 | |||||||||||||
Percentage bearing variable rate (in hundredths) | 9.40% | |||||||||||||
Reduction of percentage of interest under loan agreement (in hundredths) | 7.25% | |||||||||||||
Period of interest | 1 month | |||||||||||||
Amortization date | 1-Jul-16 | |||||||||||||
Date of extension of amortization | 1-Oct-16 | |||||||||||||
Period of principal and interest amortization | 30 months | |||||||||||||
Loans payable | $1,150,000 | |||||||||||||
Prepayment fee within twelve months of maturity (in hundredths) | 3.00% | |||||||||||||
Prepayment fee after twelve months but before twenty four months of maturity (in hundredths) | 2.00% | |||||||||||||
Prepayment fee after twenty four months of maturity (in hundredths) | 1.00% | |||||||||||||
Additional interest rate in case of default (in hundredths) | 5.00% | |||||||||||||
Warrants exercisable (in shares) | 181,268 | |||||||||||||
Exercise price of warrants (in dollars per share) | $3.31 | |||||||||||||
Exercisable period of warrants | 5 years |
Quarterly_Financial_Informatio2
Quarterly Financial Information (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||||||
Quarterly Financial Information (unaudited) [Abstract] | |||||||||||||||||||
Total revenues | $4,347,000 | $5,136,000 | $5,973,000 | $3,410,000 | $12,535,000 | $6,312,000 | $7,151,000 | $9,453,000 | $18,866,000 | $35,451,000 | $33,782,000 | ||||||||
Total operating costs and expenses | -23,475,000 | [1] | -25,589,000 | [1] | -24,750,000 | [1] | -26,884,000 | [1] | -28,114,000 | -23,535,000 | -21,230,000 | -20,777,000 | -100,698,000 | -93,656,000 | -90,406,000 | ||||
Other income (expense), net | 11,810,000 | [2] | 6,054,000 | [2] | 6,880,000 | [2] | 18,787,000 | [2] | -36,719,000 | [2] | -12,416,000 | [2] | -3,169,000 | [2] | -13,563,000 | [2] | |||
Income tax benefit (expense) | 0 | 0 | 0 | 0 | -1,000 | 15,000 | 0 | 0 | 0 | 14,000 | 74,000 | ||||||||
Net loss | -7,318,000 | -14,399,000 | -11,897,000 | -4,687,000 | -52,299,000 | -29,624,000 | -17,248,000 | -24,887,000 | -38,301,000 | -124,058,000 | -71,065,000 | ||||||||
Basic net loss per share of common stock (in dollars per share) | ($0.07) | ($0.13) | ($0.11) | ($0.04) | ($0.36) | ($1.43) | ($1.10) | ||||||||||||
Diluted net loss per share of common stock (in dollars per share) | ($0.12) | ($0.17) | ($0.17) | ($0.21) | ($0.67) | ($1.43) | ($1.10) | ||||||||||||
Basic and diluted net loss per share of common stock | ($0.55) | ($0.34) | ($0.21) | ($0.30) | |||||||||||||||
Restatement Adjustment [Member] | |||||||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||||||
Decrease to operating expenses | -1,600,000 | ||||||||||||||||||
Decrease to net loss | ($1,600,000) | ||||||||||||||||||
Decrease to basic loss per share (in dollar per shares) | ($0.01) | ||||||||||||||||||
Decrease to diluted loss per share (in dollar per shares) | ($0.02) | ||||||||||||||||||
[1] | In 2014, the Company corrected an immaterial error driven by certain stock-based compensation expense in the fourth quarter of 2014, resulting in a decrease to operating expenses and net loss by $1.6 million and a decrease to basic and diluted loss per share of $0.01 and $0.02, respectively, for the three months ended December 31, 2014. Refer to Note 2, Basis of Presentation and Significant Accounting Policies - Correction of an Immaterial Error | ||||||||||||||||||
[2] | Fluctuations in 2014 and 2013 primarily relate to (losses) gains on the revaluation of the contingent warrant liabilities. |