Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | XOMA Corp | ||
Entity Central Index Key | 791,908 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 451,024,815 | ||
Entity Common Stock, Shares Outstanding | 119,615,729 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 65,767 | $ 78,445 |
Marketable securities | 496 | |
Trade and other receivables, net | 4,069 | 3,309 |
Prepaid expenses and other current assets | 1,887 | 1,859 |
Total current assets | 72,219 | 83,613 |
Property and equipment, net | 1,997 | 5,120 |
Other assets | 664 | 669 |
Total assets | 74,880 | 89,402 |
Current liabilities: | ||
Accounts payable | 6,831 | 5,990 |
Accrued and other liabilities | 7,025 | 9,892 |
Deferred revenue – current | 3,198 | 1,089 |
Interest bearing obligations – current | 5,910 | 19,018 |
Accrued interest on interest bearing obligations – current | 331 | 257 |
Total current liabilities | 23,295 | 36,246 |
Deferred revenue – non-current | 1,939 | |
Interest bearing obligations – non-current | 42,757 | 16,290 |
Contingent warrant liabilities | 10,464 | 31,828 |
Other liabilities – non-current | 673 | |
Total liabilities | $ 77,189 | $ 86,303 |
Commitments and Contingencies (Note 13) | ||
Stockholders’ (deficit) equity: | ||
Preferred stock, $0.05 par value, 1,000,000 shares authorized, 0 issued and outstanding | ||
Common stock, $0.0075 par value, 277,333,332 shares authorized, 119,045,592 and 115,892,450 shares issued and outstanding at December 31, 2015 and 2014, respectively | $ 893 | $ 869 |
Additional paid-in capital | 1,136,881 | 1,121,707 |
Accumulated deficit | (1,140,083) | (1,119,477) |
Total stockholders’ (deficit) equity | (2,309) | 3,099 |
Total liabilities and stockholders’ (deficit) equity | $ 74,880 | $ 89,402 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0075 | $ 0.0075 |
Common stock, shares authorized (in shares) | 277,333,332 | 277,333,332 |
Common stock, shares issued (in shares) | 119,045,592 | 115,892,450 |
Common stock, shares outstanding (in shares) | 119,045,592 | 115,892,450 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | |||
License and collaborative fees | $ 49,064 | $ 5,683 | $ 11,028 |
Contract and other | 6,383 | 13,183 | 24,423 |
Total revenues | 55,447 | 18,866 | 35,451 |
Operating expenses: | |||
Research and development | 70,852 | 80,748 | 74,851 |
Selling, general and administrative | 20,620 | 19,866 | 18,477 |
Restructuring | 3,699 | 84 | 328 |
Total operating expenses | 95,171 | 100,698 | 93,656 |
Loss from operations | (39,724) | (81,832) | (58,205) |
Other income (expense): | |||
Interest expense | (4,194) | (4,303) | (4,631) |
Other income (expense), net | 5,500 | 2,061 | (197) |
Revaluation of contingent warrant liabilities | 17,812 | 45,773 | (61,039) |
Loss before taxes | (20,606) | (38,301) | (124,072) |
Benefit from income taxes | 14 | ||
Net loss | $ (20,606) | $ (38,301) | $ (124,058) |
Basic net loss per share of common stock (in dollars per share) | $ (0.17) | $ (0.36) | $ (1.43) |
Diluted net loss per share of common stock (in dollars per share) | $ (0.17) | $ (0.67) | $ (1.43) |
Shares used in computing basic net loss per share of common stock (in shares) | 117,803 | 107,435 | 86,938 |
Shares used in computing diluted net loss per share of common stock (in shares) | 117,803 | 115,333 | 86,938 |
Other comprehensive loss: | |||
Net loss | $ (20,606) | $ (38,301) | $ (124,058) |
Net unrealized (loss) gain on available-for-sale securities | 1 | (9) | |
Comprehensive loss | $ (20,606) | $ (38,300) | $ (124,067) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Paid-In Capital [Member] | Accumulated Comprehensive Income [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $ 21,467 | $ 615 | $ 977,962 | $ 8 | $ (957,118) |
Balance (in shares) at Dec. 31, 2012 | 82,447 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, contributions to 401(k) and incentive plans | 2,220 | $ 7 | 2,213 | ||
Exercise of stock options, contributions to 401(k) and incentive plans (in shares) | 933 | ||||
Vesting of restricted stock units | $ 6 | (6) | |||
Vesting of restricted stock units (in shares) | 801 | ||||
Stock-based compensation expense | 5,099 | 5,099 | |||
Sale of shares of common stock | 82,946 | $ 147 | 82,799 | ||
Sale of shares of common stock (in shares) | 19,661 | ||||
Exercise of warrants | 8,348 | $ 12 | 8,336 | ||
Exercise of warrants (in shares) | 1,544 | ||||
Net loss | (124,058) | (124,058) | |||
Other comprehensive income (loss) | (9) | (9) | |||
Balance at Dec. 31, 2013 | (3,987) | $ 787 | 1,076,403 | (1) | (1,081,176) |
Balance (in shares) at Dec. 31, 2013 | 105,386 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, contributions to 401(k) and incentive plans | 4,526 | $ 11 | 4,515 | ||
Exercise of stock options, contributions to 401(k) and incentive plans (in shares) | 1,065 | ||||
Vesting of restricted stock units | $ 7 | (7) | |||
Vesting of restricted stock units (in shares) | 981 | ||||
Stock-based compensation expense | 10,772 | 10,772 | |||
Sale of shares of common stock | 37,786 | $ 61 | 37,725 | ||
Sale of shares of common stock (in shares) | 8,097 | ||||
Issuance of warrants | (10,258) | (10,258) | |||
Exercise of warrants | 2,560 | $ 3 | 2,557 | ||
Exercise of warrants (in shares) | 363 | ||||
Net loss | (38,301) | (38,301) | |||
Other comprehensive income (loss) | 1 | $ 1 | |||
Balance at Dec. 31, 2014 | 3,099 | $ 869 | 1,121,707 | (1,119,477) | |
Balance (in shares) at Dec. 31, 2014 | 115,892 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, contributions to 401(k) and incentive plans | 1,467 | $ 4 | 1,463 | ||
Exercise of stock options, contributions to 401(k) and incentive plans (in shares) | 542 | ||||
Vesting of restricted stock units | $ 9 | (9) | |||
Vesting of restricted stock units (in shares) | 1,202 | ||||
Stock-based compensation expense | 9,727 | 9,727 | |||
Issuance of warrants | 450 | 450 | |||
Exercise of warrants | 3,554 | $ 11 | 3,543 | ||
Exercise of warrants (in shares) | 1,410 | ||||
Net loss | (20,606) | (20,606) | |||
Balance at Dec. 31, 2015 | $ (2,309) | $ 893 | $ 1,136,881 | $ (1,140,083) | |
Balance (in shares) at Dec. 31, 2015 | 119,046 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows used in operating activities: | |||
Net loss | $ (20,606) | $ (38,301) | $ (124,058) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 1,532 | 1,856 | 2,575 |
Common stock contribution to 401(k) | 986 | 870 | 828 |
Stock-based compensation expense | 9,727 | 10,772 | 5,099 |
Revaluation of contingent warrant liabilities | (17,812) | (45,773) | 61,039 |
Amortization of debt discount, final payment fee on debt, and debt issuance costs | 1,413 | 2,707 | 2,470 |
Gain on sale of business in connection with Agenus asset purchase agreement | (3,505) | ||
(Gain) loss on sale and retirement of property and equipment | (18) | 281 | |
Loss on loan extinguishment | 429 | ||
Unrealized (gain) loss on foreign currency exchange | (1,870) | (2,280) | 662 |
Unrealized loss on foreign exchange options | 6 | 355 | 127 |
Other non-cash adjustments | (9) | (20) | |
Changes in assets and liabilities: | |||
Trade and other receivables, net | (761) | 472 | 4,486 |
Prepaid expenses and other current assets | (28) | (662) | 481 |
Accounts payable and accrued liabilities | (1,621) | (3,774) | 2,901 |
Accrued interest on interest bearing obligations | 380 | (1,444) | 2,284 |
Deferred revenue | 356 | (2,983) | (3,399) |
Other liabilities | 500 | (88) | (1,671) |
Net cash used in operating activities | (30,892) | (78,282) | (45,915) |
Cash flows from investing activities: | |||
Purchase of investments | (19,991) | ||
Proceeds from maturities of investments | 20,000 | 40,000 | |
Purchases of property and equipment | (430) | (325) | (1,169) |
Proceeds from sale of business in connection with Agenus asset purchase agreement | 4,862 | ||
Proceeds from sale of property and equipment | 18 | ||
Net cash provided by investing activities | 4,450 | 19,675 | 18,840 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock, net of issuance costs | 481 | 41,442 | 84,338 |
Proceeds from exercise of warrants | 1 | 35 | 2,176 |
Proceeds from issuance of long term debt | 20,000 | ||
Debt issuance costs and loan fees | (512) | ||
Principal payments – debt | (6,128) | (5,917) | (3,125) |
Principal payments – capital lease | (41) | ||
Net cash provided by financing activities | 13,801 | 35,560 | 83,389 |
Effect of exchange rate changes on cash | (37) | (167) | |
Net (decrease) increase in cash and cash equivalents | (12,678) | (23,214) | 56,314 |
Cash and cash equivalents at the beginning of the year | 78,445 | 101,659 | 45,345 |
Cash and cash equivalents at the end of the year | 65,767 | 78,445 | 101,659 |
Supplemental Cash Flow Information: | |||
Cash paid for interest | 1,927 | 3,009 | 1,262 |
Non-cash investing and financing activities: | |||
Marketable securities received in conjunction with the disposal of business | 496 | ||
Equipment acquired through capital lease | 323 | ||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (3,552) | (2,526) | (6,171) |
Issuance of warrants | 450 | 10,258 | |
Interest added to principal balances on long-term debt | $ 327 | $ 313 | 935 |
Investment in Symplmed Pharmaceuticals, LLC | $ 171 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Description Of Business [Abstract] | |
Description of Business | 1. Description of Business XOMA Corporation (“XOMA” or the “Company”), a Delaware corporation, combines a portfolio of clinical programs and research activities to develop innovative therapeutic antibodies that 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’s scientific research has produced five product candidates to treat diseases within the endocrine therapeutic area. These include candidates from the XMet platform, which consists of several Selective Insulin Receptor Modulator antibodies that could offer new approaches in the treatment of metabolic diseases. The lead compound from the XMet platform, XOMA 358, is a fully human monoclonal negative allosteric modulating antibody that binds to insulin receptors and attenuates insulin action. XOMA intends to investigate this compound as a novel treatment for non-drug-induced, endogenous hyperinsulinemic hypoglycemia (low blood glucose caused by excessive insulin produced by the body). In October 2015, the Company initiated a Phase 2 proof-of-concept study for XOMA 358 in patients with congenital hyperinsulinemia. XOMA’s endocrine portfolio also includes a Phase 2 ready product candidate targeting the prolactin receptor as well as other preclinical or research stage programs. The Company’s products are presently in various stages of development and are subject to regulatory approval before they can be commercially launched. On July 22, 2015, the Company announced the Phase 3 EYEGUARD-B study of gevokizumab in patients with Behçet’s disease uveitis, run by Servier, its partner for gevokizumab, did not meet the primary endpoint of time to first acute ocular exacerbation. In August 2015, XOMA announced its intention to end the EYEGUARD global Phase 3 program. In September 2015, Servier notified XOMA of its intention to terminate the Amended and Restated Collaboration and License Agreement dated February 14, 2012, as later amended on November 4, 2014 and January 9, 2015, and return the gevokizumab rights to XOMA. Termination of the collaboration agreement with Servier will be effective on March 25, 2016. As gevokizumab does not fit the Company’s strategic focus on endocrine diseases, the Company announced in March 2016 it is closing its Phase 3 study in pyoderma gangrenosum. 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, 2015. Management expects operating losses and negative cash flows to continue for the foreseeable future. As of December 31, 2015, the Company had $66.3 million in cash, cash equivalents and marketable securities, 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, 2015, the Company anticipates that it has adequate resources to fund its operations through December 31, 2016. 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 Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
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 consolidated entities were eliminated upon consolidation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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, debt amendments, research and development expense, long-lived assets, restructuring liabilities, legal contingencies, 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 is 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. 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 of accounting 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. 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. Payment related to an option to purchase the Company’s commercialization rights is considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. Contract and Other Revenues Contract revenue for research and development involves the Company providing research and development and manufacturing services to collaborative partners, biodefense contractors or others. Cost reimbursement revenue under collaborative agreements is recorded as contract and other revenues and is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. 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 (see Note 4). Up-front fees associated with contract revenue are recorded as license and collaborative fees and 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 and royalty receivables are recorded in the periods these royalty amounts are earned, if estimable and collectibility 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 is 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. Stock-Based Compensation 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 (the “Black-Scholes Model”). The Black-Scholes 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. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. To establish an estimate of forfeiture rate, the Company considers its historical experience of option forfeitures and terminations. F orfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. Restructuring Charges Restructuring costs, which primarily include termination benefits and contract termination costs, are recorded at estimated fair value. Key assumptions in determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations and the timing of employees leaving the Company. Cash, Cash Equivalents and Marketable Securities 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. All marketable securities have been classified as “available-for-sale” and 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 included in other income (expense), net. 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), net. 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). Depreciation expense for assets acquired through capital leases is included in depreciation expense in the consolidated statements of comprehensive loss. Upon the sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets, and the resulting gain or loss, if any, is reflected in other income (expense), net in the consolidated statements of comprehensive loss. Repairs and maintenance costs are charged to expense as incurred. Long-lived assets include property and equipment. The carrying value of our long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. During the years ended December 31, 2015, 2014, and 2013, there were no such impairment losses recognized. 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 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. The Company determines the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on XOMA’s underlying stock. 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 income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. 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, RSUs, and warrants for common stock. The calculation of diluted loss per share of common stock 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 earnings (loss) per share of common stock 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. 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 Revenue Recognition. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs December 31, 2015 December 31, 2014 Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prepaid expenses and other current assets $ 2,076 $ (189 ) $ 1,887 $ 2,088 $ (229 ) $ 1,859 Total current assets $ 72,408 $ (189 ) $ 72,219 $ 83,842 $ (229 ) $ 83,613 Other assets $ 838 $ (174 ) $ 664 $ 669 $ - $ 669 Total assets $ 75,243 $ (363 ) $ 74,880 $ 89,631 $ (229 ) $ 89,402 Interest bearing obligations – current $ 6,099 $ (189 ) $ 5,910 $ 19,247 $ (229 ) $ 19,018 Total current liabilities $ 23,484 $ (189 ) $ 23,295 $ 36,475 $ (229 ) $ 36,246 Interest bearing obligations – long-term $ 42,931 $ (174 ) $ 42,757 $ 16,290 $ - $ 16,290 Total liabilities $ 77,552 $ (363 ) $ 77,189 $ 86,532 $ (229 ) $ 86,303 In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Consolidated Financial Statemen
Consolidated Financial Statement Detail | 12 Months Ended |
Dec. 31, 2015 | |
Consolidated Financial Statement Detail [Abstract] | |
Consolidated Financial Statement Detail | 3. Consolidated Financial Statement Detail Cash and Cash Equivalents At December 31, 2015, cash and cash equivalents consisted of demand deposits of $23.2 million and money market funds of $42.6 million with maturities of less than 90 days at the date of purchase. At December 31, 2014, cash and 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. Marketable Securities At December 31, 2015, marketable securities consisted of an investment in the common stock of a public entity of $0.5 million. At December 31, 2014, there were no marketable securities. The Company had no unrealized gains or losses associated with its marketable securities as of December 31, 2015. 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 8) . 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), net 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, 2015 and 2014 and the fair value was zero. The Company recognized losses of $6,000, $0.4 million, and $0.1 million related to the revaluation of these options for the years ended December 31, 2015, 2014, and 2013, respectively. Trade and Other Receivables, net Trade receivables are stated at their net realizable value. Specific allowances are recorded for known troubled accounts or based on other available information. 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. As of December 31, 2015 and 2014, the allowance for doubtful accounts amounted to $0.2 million and $0.4 million, respectively. Trade receivables are written off after all reasonable means to collect the full amount have been exhausted. The Company has not historically experienced any significant losses. Trade and other receivables consisted of the following (in thousands): December 31, 2015 2014 Trade receivables, net $ 3,718 $ 2,993 Other receivables 351 316 Total $ 4,069 $ 3,309 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Equipment and furniture $ 14,431 $ 28,638 Buildings, leasehold and building improvements 2,776 9,343 Construction-in-progress 243 337 Land — 310 17,450 38,628 Less: Accumulated depreciation and amortization (15,453 ) (33,508 ) Property and equipment, net $ 1,997 $ 5,120 As of December 31, 2015, property and equipment held under capital leases, included under construction-in-progress above, amounted to $0.2 million, with accumulated depreciation of zero. Depreciation and amortization expense was $1.5 million, $1.9 million, and $2.9 million for the years ended December 31, 2015, 2014, and 2013, respectively. In December 2015, the Company completed the sale of its land, building and certain equipment used for its manufacturing operations (see Note 6). The related cost and accumulated depreciation and amortization amounts of $15.9 million and $13.7 million, respectively, have been removed from the consolidated balance sheet and a gain of $3.5 million was recorded on the other income (expense), net line of the Company’s consolidated statements of comprehensive loss for the year ended December 31, 2015. Accrued and Other Liabilities Accrued and other liabilities consisted of the following (in thousands): December 31, 2015 2014 Accrued management incentive compensation $ 2,609 $ 4,295 Accrued payroll and other benefits 2,156 3,061 Accrued legal and accounting fees 517 409 Accrued restructuring costs 459 — Accrued clinical trial costs 406 1,424 Other 878 703 Total $ 7,025 $ 9,892 |
Collaborative, Licensing and Ot
Collaborative, Licensing and Other Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Collaborative Licensing And Other Arrangements [Abstract] | |
Collaborative, Licensing and Other Arrangements | 4. Collaborative, Licensing and Other Arrangements Collaborative and Other Agreements Novartis In November 2008, the Company restructured its product development collaboration with Novartis AG (“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 could, in the future, receive potential milestones of up to $14.0 million and royalty rates which ranged from low-double digit to high-teen percentage rates for two ongoing product programs, CD40 and prolactin receptor antibodies and options to develop or receive royalties on additional programs. In exchange, Novartis received control over the CD40 and prolactin receptor antibody 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; which is now referred to as XOMA 213. 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 and 2015, no revenue was recognized under the collaboration agreement with Novartis. A loan facility of up to $50.0 million was available to the Company to fund up to 75% of its share of development expenses incurred beginning in 2005 (see Note 8). On September 30, 2015 (the “Effective Date”), the Company and Novartis International Pharmaceutical Ltd. (“Novartis International”) entered into a license agreement (the “License Agreement”) pursuant to which the Company granted Novartis International an exclusive, world-wide, royalty-bearing license to the Company’s anti-transforming growth factor beta (TGFβ) antibody program (the “anti-TGFβ Program”). Under the terms of the License Agreement, Novartis International has worldwide rights to the anti-TGFβ Program and is responsible for the development and commercialization of antibodies and products containing antibodies arising from the anti-TGFβ Program. Within 90 days of the Effective Date, the Company was required to transfer certain proprietary know-how, materials and inventory relating to the anti-TGFβ Program to Novartis International. The transfer of certain proprietary know-how, materials and inventory relating to the anti-TGFβ Program to Novartis International was completed in the fourth quarter of 2015. Under the License Agreement, the Company received a $37.0 million upfront fee. The Company is also eligible to receive up to a total of $480.0 million in development, regulatory and commercial milestones. Any such payments will be treated as contingent consideration and recognized as revenue when they are achieved, as the Company has no performance obligations under the License Agreement beyond the initial 90-day period. No milestone payments have been received as of December 31, 2015. The Company is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from a mid-single digit percentage rate to up to a low double-digit percentage rate. Novartis International’s obligation to pay royalties with respect to a particular product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or ten years from the date of the first commercial sale of the product in that country. The License Agreement contains customary termination rights relating to material breach by either party. Novartis International also has a unilateral right to terminate the License Agreement on an antibody-by-antibody and country-by-country basis or in its entirety on one hundred eighty days’ notice. The Company identified the following performance deliverables under the License Agreement: (i) the license, (ii) regulatory services to be delivered within 90 days from the Effective Date and (iii) transfer of materials, process and know-how, also to be delivered within 90 days from the Effective Date. The Company considered the provisions of the multiple-element arrangement guidance in determining how to recognize the revenue associated with these deliverables. The Company determined that none of the deliverables have standalone value and therefore has accounted for them as a single unit of account. The Company recognized the entire upfront payment as revenue in the consolidated statement of comprehensive loss as it had completed its performance obligations as of December 31, 2015. In connection with the execution of the License Agreement, XOMA and Novartis Vaccines Diagnostics, Inc. (“NVDI”) executed an amendment to their Amended and Restated Research, Development and Commercialization Agreement dated July 1, 2008, as amended, relating to anti-CD40 antibodies (the “Collaboration Agreement Amendment”). Pursuant to the Collaboration Agreement Amendment, the parties agreed to reduce the royalty rates and period that XOMA is eligible to receive on sales of NVDI’s clinical stage anti-CD40 antibodies. These royalties are tiered based on sales levels and now range from a mid-single digit percentage rate to up to a low double-digit percentage rate and royalties are payable until the later of any licensed patent covering each product or ten years from the launch of each product. In addition, XOMA and NVDI amended the note agreement to extend the maturity date of the note from September 30, 2015 to September 30, 2020 (see Note 8). All other terms of the Amended and Restated Research, Development and Commercialization Agreement remained unchanged. Servier In December 2010, the Company entered into a license and collaboration agreement (“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 8). Under the terms of the Collaboration Agreement, Servier had worldwide rights to cardiovascular disease and diabetes indications and had rights outside the United States and Japan to all other indications, including non-infectious intermediate, posterior or pan-uveitis (“NIU”), Behçet’s disease uveitis, pyoderma gangrenosum, and other inflammatory and oncology indications. XOMA retained development and commercialization rights in the United States and Japan for all indications other than cardiovascular disease and diabetes. Under the Collaboration Agreement, Servier funded all activities to advance the global clinical development and future commercialization of gevokizumab in cardiovascular-related diseases and diabetes. Also, Servier funded the first $50.0 million of gevokizumab global clinical development and chemistry, manufacturing and controls expenses related to the three pivotal clinical trials under the EYEGUARD program. All remaining expenses related to these three pivotal clinical trials were shared equally between Servier and the Company. For the years ended December 31, 2015, 2014, and 2013, the Company recorded revenue of $1.2 million, $3.5 million, and $13.6 million, respectively, from this Collaboration Agreement. On January 9, 2015, concurrent with a loan amendment (see Note 8), the Company and Servier entered into Amendment No. 2 to the Collaboration Agreement (“Collaboration Amendment”). Under the Collaboration Agreement, the Company was eligible to receive up to approximately €356.5 million in the aggregate in milestone payments if the Company re-acquired cardiovascular and/or diabetes rights for use in the United States, and approximately €633.8 million in aggregate milestone payments if the Company did not re-acquire those rights. Under the Collaboration Amendment, the Company was eligible to receive up to €341.5 million in the aggregate in milestone payments in the event the Company re-acquired the cardiovascular and/or diabetes rights for use in the United States and approximately €618.8 million if the Company did not re-acquire those rights. The milestone reductions were related to a low prevalence indication for which Servier would not have pursued development had these payments been required. All other terms of the Collaboration Agreement remained unchanged. On September 28, 2015, Servier notified XOMA of its intention to terminate the Collaboration Agreement, as amended, and return the gevokizumab rights to XOMA. The termination will be effective on March 25, 2016, and does not result in a change to the maturity date of the Company’s loan with Servier (see Note 8). As the Company will no longer be required to provide services to Servier under the Collaboration Agreement beyond the effective date, the Company will amortize the remaining deferred revenue through March 2016. As of December 31, 2015, the deferred revenue – current associated with this collaboration was $0.6 million. NIAID In September 2008, the Company announced that it had been awarded a $64.8 million multiple-year contract funded with federal funds from NIAID (Contract No. HHSN272200800028C), to continue the 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 recognizes 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. The Company recognized revenue of $0.2 million, $1.2 million and $4.4 million under this contract, for the years ended December 31, 2015, 2014 and 2013, respectively. 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 five 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. The Company recognized revenue of $4.9 million, $8.4 million and $4.7 million under this contract, for the years ended December 31, 2015, 2014 and 2013, respectively. 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 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. The Company recognized revenue of $0.1 million, $1.6 million and $0.1 million under this agreement for the years ended December 31, 2015, 2014 and 2013, respectively. 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 $20.8 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 $3.3 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. Pfizer In August 2007, the Company entered into a license agreement (the “2007 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 2007 Agreement, the Company received a license fee payment of $30.0 million in 2007. From 2011 through 2015, the Company received milestone payments aggregating $4.2 million. On December 3, 2015, the Company and Pfizer entered into a settlement and amended license agreement pursuant to which XOMA granted Pfizer a fully-paid, royalty-free, worldwide, irrevocable, non-exclusive license right to XOMA’s patented bacterial cell expression technology for phage display and other research, development and manufacturing of antibody products. Under the amended license agreement, the Company received a cash payment of $3.8 million in full satisfaction of all obligations to XOMA under the 2007 Agreement, including but not limited to potential milestone, royalty and other fees under the 2007 Agreement. The Company recognized the entire payment from Pfizer as revenue upon delivery of the license in 2015. In August 2005, the Company entered into a license agreement with Wyeth (subsequently acquired by Pfizer) for non-exclusive, worldwide rights for certain of XOMA’s patented bacterial cell expression technology for vaccine manufacturing. Under the terms of this agreement, the Company received a milestone payment in November 2012 relating to TRUMENBA®, a meningococcal group B vaccine marketed by Pfizer. The Company receives a fraction of a percentage of sales of TRUMENBA as royalties. The Company’s right to royalties expires on a country-by-country basis upon the later of the expiration of the last-to-expire licensed patent or 10 years from the first commercial sale of TRUMENBA. Novo Nordisk On December 1, 2015, the Company and Novo Nordisk A/S (“Novo Nordisk ”) entered into a license agreement pursuant to which XOMA has granted to Novo Nordisk an exclusive, world-wide, royalty-bearing license to XOMA’s XMetA program of allosteric monoclonal antibodies that positively modulate the insulin receptor (the “XMetA Program”), subject to XOMA’s retained commercialization rights for rare disease indications. Novo Nordisk has an option to add these retained rights to its license upon payment of an option fee. Novo Nordisk will have worldwide rights to the XMetA Program and will be solely responsible at its expense for the development and commercialization of antibodies and products containing antibodies arising from the XMetA Program, subject to the Company’s retained rights described above. The Company has transferred certain proprietary know-how and materials relating to the XMetA Program to Novo Nordisk. Under the agreement, XOMA received a $5.0 million, non-creditable, non-refundable, upfront payment. Based on the achievement of pre-specified criteria, XOMA is eligible to receive up to $290.0 million in development, regulatory and commercial milestones. No milestone payments have been received as of December 31, 2015. XOMA is also eligible to receive royalties on sales of licensed products, which are tiered based on sales levels and range from a mid-single digit percentage rate to up to a high single digit percentage rate. Novo Nordisk’s obligation to pay development and commercialization milestones will continue for so long as Novo Nordisk is developing or selling products under the agreement, subject to the maximum milestone payment amounts set forth above. Novo Nordisk’s obligation to pay royalties with respect to a particular product and country will continue for the longer of the date of expiration of the last valid patent claim covering the product in that country, or ten years from the date of the first commercial sale of the product in that country. The agreement contains customary termination rights relating to material breach by either party. Novo Nordisk also has a unilateral right to terminate the agreement in its entirety upon 90 days’ notice. The Company identified the following performance deliverables under the agreement: (i) the license, and (ii) the transfer of technology and know-how to be delivered within 60 days from December 1, 2015. The Company has delivered the majority of the technology and know-how to Novo Nordisk as of December 31, 2015 and determined that any remaining items are perfunctory to the arrangement. Accordingly, the Company has recognized the entire $5.0 million upfront fee as revenue in 2015. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The Company records its financial assets and liabilities at fair value. The carrying amounts of certain of the Company’s financial instruments, including cash and cash equivalents, marketable securities, trade receivable and accounts payable, approximate their fair value due to their short maturities. 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 accounting guidance for fair value 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 follows (in thousands): Fair Value Measurements at December 31, 2015 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) $ 42,590 $ — $ — $ 42,590 Marketable securities 496 — — 496 Total $ 43,086 $ — $ — $ 43,086 Liabilities: Contingent warrant liabilities $ — $ — $ 10,464 $ 10,464 Fair Value Measurements at December 31, 2014 Using Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 67,569 $ — $ — $ 67,569 Foreign exchange options (2) — 6 — 6 Total $ 67,569 $ 6 $ — $ 67,575 Liabilities: Contingent warrant liabilities $ — $ — $ 31,828 $ 31,828 (1) Included in cash and cash equivalents (2) Included in other assets During the years ended December 31, 2015 and 2014, there were no transfers between Level 1, Level 2, or Level 3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did not change compared to the Company’s established practice. The estimated fair value of the foreign exchange options as of December 31, 2015 was zero. The estimated fair value of the foreign exchange options at December 31, 2015 and 2014 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 change in the fair value is recorded in other income (expense), net line of the consolidated statements of comprehensive loss. The estimated fair value of the contingent warrant liabilities at December 31, 2015 and 2014 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. The Company’s common stock price represents a significant input that affects the valuation of the warrants. The change in the fair value is recorded as a gain or loss in the revaluation of contingent warrant liabilities line of the consolidated statements of comprehensive loss. The estimated fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2015 and 2014: December 31, 2015 2014 Expected volatility 166% - 183% 70% - 73% Risk-free interest rate 0.64% - 0.74% 0.03% - 0.67% Expected term (in years) 0.94 - 1.19 0.09 - 2.19 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, 2015 and 2014 (in thousands): 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 ) Decrease in estimated fair value of contingent warrant liabilities upon revaluation (45,773 ) Balance at December 31, 2014 31,828 Reclassification of contingent warrant liability to equity upon exercise of warrants (3,552 ) Decrease in estimated fair value of contingent warrant liabilities upon revaluation (17,812 ) Balance at December 31, 2015 $ 10,464 The fair value of the Company’s outstanding interest-bearing obligations is estimated using the net present value of the payments, discounted at an interest rate that is consistent with market interest rates, which is a Level 2 input. The carrying amount and the estimated fair value of the Company’s outstanding interest-bearing obligations at December 31, 2015 and 2014 are as follows (in thousands): December 31, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Hercules term loan $ 19,653 $ 21,231 $ — $ — Servier loan 15,331 15,185 16,290 17,068 Novartis note 13,683 13,394 13,357 12,923 General Electric Capital Corporation term loan — — 5,661 6,470 Total $ 48,667 $ 49,810 $ 35,308 $ 36,461 |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2015 | |
Dispositions [Abstract] | |
Dispositions | 6. Dispositions Biodefense Assets On November 4, 2015, XOMA and Nanotherapeutics Inc. (“Nanotherapeutics”) entered into an asset purchase agreement (the “Nanotherapeutics Purchase Agreement”), pursuant to which Nanotherapeutics agreed, subject to the terms and conditions set forth in the Nanotherapeutics Purchase Agreement, to acquire XOMA’s biodefense business and related assets (including, subject to regulatory approval, certain contracts with the U.S. government), and to assume certain liabilities of XOMA (the “Transaction”). As part of the Transaction, the parties will, subject to the terms and conditions of the asset purchase agreement and the satisfaction of certain conditions, enter into an intellectual property license agreement (the “License Agreement”), pursuant to which XOMA agreed to license to Nanotherapeutics, subject to the terms and conditions set forth in the License Agreement, certain intellectual property rights related to the purchased assets. Under the License Agreement, the Company is eligible to receive up to $4.5 million of cash payments upon Nanotherapeutics’ execution of a contract with the Defense Threat and Reduction Agency. In addition, the Company is eligible to receive 15% royalties on net sales of products. Manufacturing Facility On November 5, 2015, XOMA and Agenus West, LLC, a wholly-owned subsidiary of Agenus Inc. (“Agenus”), entered into an asset purchase agreement (the “Agenus Purchase Agreement”), pursuant to which Agenus agreed, subject to the terms and conditions set forth in the Agenus Purchase Agreement, to acquire XOMA’s manufacturing facility in Berkeley, California, together with certain related assets, including certain intellectual property related to the purchased assets under an intellectual property license agreement, and to assume certain liabilities of XOMA, in consideration for the payment to XOMA of up to $5.0 million in cash and the issuance to XOMA of shares of Agenus’ common stock having an aggregate value of up to $1.0 million. On December 31, 2015, XOMA completed the sale of the manufacturing facility, including certain related equipment and furniture, and the grant of non-exclusive licenses for certain of its patents and general know-how to Agenus for cash consideration of $4.7 million, net of the assumed liabilities of $0.3 million at closing. In addition to the cash consideration, XOMA received 109,211 shares of common stock of Agenus with an aggregate value of $0.5 million. The remaining $0.5 million of Agenus common stock will only be received upon the Company’s satisfaction of certain organizational matters, which XOMA may or may not be able to satisfy. Agenus also paid $0.2 million to the Company as consideration for the employees who would not have otherwise been retained by the Company had the manufacturing facility closed on October 31, 2015. At closing, the carrying value of the assets sold was $2.2 million. The Company believes that the assets related to the manufacturing facility and certain other assets sold to Agenus include all key inputs and processes necessary to generate output from a market participant’s perspective. Accordingly, the Company has determined that such assets qualify as a business. The Company recorded the gain on the sale of a business of $3.5 million in the other income (expense), net line of the consolidated statement of comprehensive loss for the year ended December 31, 2015. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | 7. Restructuring Charges On July 22, 2015, the Company announced the Phase 3 EYEGUARD-B study of gevokizumab in patients with Behçet’s disease uveitis, run by Servier, did not meet the primary endpoint of time to first acute ocular exacerbation. Due to the results and the Company’s belief they would be predictive of results in its other EYEGUARD studies, in August 2015, XOMA announced its intention to end the EYEGUARD global Phase 3 program. On August 21, 2015, the Company, in connection with its efforts to lower operating expenses and preserve capital while continuing to focus on its endocrine product pipeline, implemented a restructuring plan (the “2015 Restructuring”) that included a workforce reduction resulting in the termination of 38 employees. The Company terminated an additional five employees on September 29, 2015 and an additional nine employees on October 20, 2015. During the year ended December 31, 2015, the Company recorded charges of $2.9 million related to severance, other termination benefits and outplacement services in connection with the workforce reduction resulting from the 2015 Restructuring. In addition, the Company recognized an additional restructuring charge of $0.8 million in contract termination costs, which primarily include costs in connection with the discontinuation of the EYEGUARD studies. Of the $3.7 million total expenses associated with the restructuring activities during 2015, the Company paid $3.2 million in 2015 and expects to pay approximately $0.5 million in 2016. In January 2012, the Company implemented a streamlining of operations, which resulted in a restructuring plan (the “2012 Restructuring”) 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. During the years ended December 31, 2015, 2014 and 2013, the Company incurred zero, $0.1 million and $0.3 million, respectively in restructuring charges related to facility costs resulting from the 2012 Restructuring. The outstanding restructuring liabilities are included in accrued and other liabilities on the consolidated balance sheets. As of December 31, 2015 and 2014, the components of these liabilities are shown below (in thousands): Employee Severance Contract and Other Benefits Termination Costs Facility Charges (1) Total Balance at December 31, 2013 $ — $ — $ 21 $ 21 Restructuring charges — — 84 84 Cash payments — — (128 ) (128 ) Adjustments — — 23 23 Balance at December 31, 2014 — — — — Restructuring charges 2,933 766 — 3,699 Cash payments (2,590 ) (650 ) — (3,240 ) Balance at December 31, 2015 $ 343 $ 116 $ — $ 459 (1) Includes moving and relocation costs, and lease payments, net of sublease payments. |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financings | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Financings | 8. Long-Term Debt and Other Financings Novartis Note In May 2005, the Company executed a secured note agreement (the “Note Agreement”) with Novartis, which was 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 $50.0 million in aggregate principal amount. Interest on the principal amount of the loan accrues at six-month LIBOR plus 2%, which was equal to 2.81% at December 31, 2015, 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 could be added to the outstanding principal amount, in lieu of a cash payment, as long as the aggregate principal amount does not exceed $50.0 million. The Company made this election for all interest payments. Accrued interest of $0.3 million, $0.3 million and $0.4 million was added to the principal balance of the note for the years ended December 31, 2015, 2014 and 2013, respectively. Loans under the Note Agreement were secured by the Company’s interest in its collaboration with Novartis, including any payments owed to it thereunder. Pursuant to the terms of the arrangement as restructured in November 2008, the Company did not make any additional borrowings under the Novartis note. In June 2015, the Company and Novartis Vaccines and Diagnostics, Inc. (“NVDI”), agreed to extend the maturity date of the Note Agreement from June 21, 2015, to September 30, 2015 (the “June 2015 Extension Letter”). On September 30, 2015, concurrent with the execution of the License Agreement with Novartis International as discussed in Note 4, XOMA and NVDI executed an amendment to the June 2015 Extension Letter (the “Secured Note Amendment”). Pursuant to the Secured Note Amendment, the parties further extended the maturity date of the June 2015 Extension Letter from September 30, 2015 to September 30, 2020, and eliminated the mandatory prepayment previously required to be made with certain proceeds of pre-tax profits and royalties. In addition, upon achievement of a specified development and regulatory milestone, the then-outstanding principal amount of the note will be reduced by $7.3 million rather than the Company receiving such amount as a cash payment. All other terms of the original Note Agreement remain unchanged. Pursuant to its obligations under the collaboration with NVDI, 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 NVDI. As of December 31, 2015, the outstanding principal balance under this Secured Note Amendment was $13.7 million and was included in interest bearing obligations – long term in the Company’s consolidated balance sheet. As of December 31, 2014, the outstanding principal balance under this arrangement was $13.4 million and was included in interest bearing obligations – current in the Company’s consolidated balance sheet. Servier Loan Agreement In December 2010, in connection with the 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 at that time. 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 2.05% to 3.83%. Interest for the six-month period from mid-January 2015 through mid-July 2015 was reset to 2.16%. Interest for the six-month period from mid-July 2015 through mid-January 2016 was reset to 2.05%. 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 2016, the Company made payments to Servier of $0.2 million in accrued interest as well as the principal balance due described below. 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 extended the maturity date of the loan from January 13, 2016 to three tranches of principal to be repaid as follows: €3.0 million on January 15, 2016, €5.0 million on January 15, 2017, and €7.0 million on January 15, 2018. All other terms of the Servier Loan Agreement remained unchanged. The loan will be immediately due and payable upon certain customary events of default. The Company determined that the Loan Amendment resulted in a loan modification. Upon initial issuance, the loan had 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 carrying 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 was amortized to interest expense under the effective interest method over the remaining life of the loan. The loan discount balance at the time of the Loan Amendment was $1.9 million, which was being amortized over the remaining term of the Loan Amendment. The Company recorded non-cash interest expense resulting from the amortization of the loan discount of $0.7 million, $1.9 million and $1.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. At December 31, 2015 and 2014, the net carrying value of the loan was $15.3 million and $16.2 million, respectively. For the years ended December 31, 2015 and 2014, the Company recorded unrealized foreign exchange losses of $0.2 million and $0.3 million, respectively, related to the re-measurement of the loan discount. For the year ended December 31, 2013, the Company recorded an unrealized foreign exchange gain of $0.2 million related to the re-measurement of the loan discount. On September 28, 2015, Servier terminated the Collaboration Agreement with the required 180-day notice and none of the acceleration clauses were triggered; therefore, the termination of the Collaboration Agreement had no impact on the loan balance as of December 31, 2015. The outstanding principal balance under this loan was $16.4 million and $18.2 million, using a euro to US dollar exchange rate of 1.091 and 1.216, as of December 31, 2015 and 2014, respectively. The Company recorded unrealized foreign exchange gains of $1.9 million and $2.4 million for the years ended December 31, 2015 and 2014, related to the re-measurement of the loan. The Company recognized an unrealized foreign exchange loss of $0.8 million for the year ended December 31, 2013, related to the re-measurement of the loan. 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 $10.0 million (the “Term Loan”) to the Company, and upon execution of the GECC Loan Agreement, GECC funded the Term Loan. 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 expiring in December 2016. As of December 31, 2015 and 2014, all of these warrants were outstanding. In September 2012, the Company entered into an amendment to the GECC Loan Agreement which provided 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 provided 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 was 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, was due. The Company incurred debt issuance costs of approximately $0.2 million and was required to make a final payment fee in the amount of $875,000 on the date upon which the outstanding principal amount was 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 were 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 expiring in September 2017. As of December 31, 2015, all of these warrants were outstanding. 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 estimated fair value of the warrants issued to GECC was determined using the Black-Scholes Model. The fair value of the warrants with the GECC Loan Agreement and the subsequent September 27, 2012 amendment had estimated fair values of $0.2 million and $0.1 million, respectively, and were recorded as a discount to the debt obligation, which was 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 Company may prepay the Amended Term Loan voluntarily in full, but not in part, and any voluntary and certain mandatory prepayments were 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 was also 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, the outstanding principal balance under the Amended Term Loan was $5.2 million. The GECC Term Loan was paid in full on February 27, 2015, when Hercules Technology Growth Capital, Inc. (“Hercules”) and the Company entered into a loan and security agreement (the “Hercules Term Loan”), under which the Company borrowed $20.0 million. The Company used a portion of the proceeds under the Hercules Term Loan to repay GECC’s outstanding principle balance, final payment fee, prepayment fee, and accrued interest totaling $5.5 million. A loss on extinguishment of $0.4 million from the payoff of the GECC Term Loan was recognized as interest expense during the year ended December 31, 2015. Hercules Term Loan On February 27, 2015 (“Closing Date”), the Company entered into the Hercules Term Loan as described above. The Hercules Term Loan has a variable interest rate that is 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%, or (ii) 9.40%. The payments under the Hercules Term Loan are interest only until one month prior to 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. As security for its obligations under the Hercules Term Loan, the Company granted a security interest in substantially all of its existing and after-acquired assets, excluding its intellectual property assets. 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 Term Loan 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 Term Loan. The Company incurred debt issuance costs of $0.5 million in connection with the Hercules Term Loan. The Company will be required to pay a final payment fee equal to $1.2 million on the maturity date, or such earlier date as the term loan is paid in full. The debt issuance costs and final payment fee are being amortized and accreted, respectively, to interest expense over the term of the term loan using the effective interest method. The Company recorded non-cash interest expense resulting from the amortization of the debt issuance costs and accretion of the final payment of $0.5 million for the year ended December 31, 2015. In connection with the Hercules Term Loan, the Company issued unregistered warrants that entitle Hercules to purchase up to an aggregate of 181,268 unregistered shares of XOMA common stock at an exercise price equal to $3.31 per share. These warrants were exercisable immediately and have a five-year term expiring in February 2020. The Company allocated the aggregate proceeds of the Hercules Term Loan between the warrants and the debt obligation. The fair value of the warrants issued to Hercules was determined using the Black-Scholes Model and was estimated to be $0.5 million. The estimated fair value of the warrants was recorded as a discount to the debt obligation. The debt discount is being amortized over the term of the loan using the effective interest method. The warrants are classified in stockholders’ equity on the consolidated balance sheets. As of December 31, 2015, all of these warrants were outstanding. The Company evaluated the Hercules Term Loan in accordance with accounting guidance for derivatives and determined there was de minimis value to the identified derivative features of the loan at inception and December 31, 2015. As of December 31, 2015, the outstanding principal balance of the Hercules Term Loan was $20.0 million. At December 31, 2015, the net carrying value of the Hercules Term Loan was $ 19.7 million. Aggregate future principal, final fee payments and discounts of the Company’s total interest bearing obligations as of December 31, 2015 are as follows (in thousands): Year Ended December 31, Amounts 2016 $ 9,038 2017 14,677 2018 17,879 2019 — 2020 15,664 57,258 Less: Interest, final payment fee, discount and issuance cost (8,591 ) 48,667 Less: interest bearing obligations – current (5,910 ) Interest bearing obligations – non-current $ 42,757 Interest Expense Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the consolidated statements of comprehensive loss for the years ended December 31, 2015, 2014, and 2013 relates to the following debt instruments (in thousands): Year Ended December 31, 2015 2014 2013 Hercules loan $ 2,223 $ — $ — Servier loan 1,083 2,330 2,152 GECC term loan 548 1,638 2,064 Novartis note 329 312 362 Other 11 23 53 Total interest expense $ 4,194 $ 4,303 $ 4,631 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The total income tax benefit consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Federal income tax benefit $ — $ — $ (14 ) Total $ — $ — $ (14 ) The Company has significant losses in 2015, 2014 and 2013 and as such there was no income tax expense for the years ended December 31, 2015, 2014, and 2013. The income tax benefit in 2013 relates 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, 2015 2014 2013 Federal tax at statutory rate 34 % 34 % 34 % Warrant valuation 29 % 40 % -17 % Permanent items and other -15 % -1 % 0 % Valuation allowance -48 % -73 % -17 % Total 0 % 0 % 0 % The significant components of net deferred tax assets as of December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 2014 Capitalized research and development expenses $ 50,808 $ 50,852 Net operating loss carryforwards 115,869 105,042 Research and development and other credit carryforwards 24,268 12,108 Other 18,748 22,060 Total deferred tax assets 209,693 190,062 Valuation allowance (209,693 ) (190,062 ) Net deferred tax assets $ — $ — The net increase (decrease) in the valuation allowance was $19.6 million, $29.9 million, and $(73.9) million for the years ended December 31, 2015, 2014, and 2013, respectively. As of December 31, 2015, the Company had federal net operating loss carry-forwards of approximately $311.5 million and state net operating loss carry-forwards of approximately $202.7 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 2015, 2014, and 2013. California net operating losses of $22.4 million, $54.3 million, and $16.8 million, expired in the years 2015, 2014, and 2013, 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, 2015. 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, Maryland, Alabama, Texas 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 State and Irish income tax returns for tax years 2011 and beyond remain subject to examination by state tax authorities 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): Year Ended December 31, 2015 2014 2013 Balance at January 1 $ 5,503 $ 4,274 $ 4,104 Increase related to current year tax position 2,687 720 164 Increase related to prior year tax position 1,476 509 6 Balance at December 31 $ 9,666 $ 5,503 $ 4,274 As of December 31, 2015, the Company had a total of $8.0 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, 2015, 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, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Compensation and Other Benefit Plans | 10. Compensation and Other Benefit Plans The Company grants qualified and non-qualified stock options, 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 Employee Stock Purchase Plan (“ESPP”) that allows employees to purchase Company shares at a purchase price equal to 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. Employee Stock Purchase Plan Under the ESPP plan approved by the Company’s stockholders in May 1998 (the “1998 ESPP”), 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 1998 ESPP for the purchase of shares in an amount not to exceed 15% of the employee’s compensation. In May 2015, the Company’s stockholders approved the Employee Stock Purchase Plan (the “2015 ESPP”) which replaced the 1998 ESPP. Under the 2015 ESPP, the Company reserved 300,000 shares of common stock for issuance as of its effective date of July 1, 2015, subject to adjustment in the event of a stock split, stock dividend, combination or reclassification or similar event. The 2015 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The 2015 ESPP provides for six-month offering periods ending on May 31 and November 30 of each year, with the exception of the first offering period, which lasts from July 1, 2015 through November 30, 2015, as the Company transition from the Company’s legacy employee stock purchase plan. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. During the years ended December 31, 2015, 2014, and 2013, employees purchased 120,595, 17,702, and 15,262 shares of common stock, respectively, under the ESPP plans. Net payroll deductions under 1998 ESPP and 2015 ESPP totaled $170,000, $74,000, and $60,000 for the years ended December 31, 2015, 2014, and 2013, 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 2015 of $18,000 (or $24,000 for employees over 50 years of age) and 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 $0.8 million, $1.0 million, and $0.9 million for the years ended December 31, 2015, 2014, and 2013, respectively, and 100% was paid in common stock in each year. Stock Option Plans In May 2010, the Compensation Committee and the full Board adopted, and in July 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, 2015, the Company had 3,935,778 shares available for grant under the stock option plans. As of December 31, 2015, options and RSUs covering 10,148,543 shares of common stock were outstanding under the stock option plans. Stock Options 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 on the earlier of scheduled vest date or the date of retirement. Stock Option Plans Summary The following table summarizes the Company’s stock option activity: 2015 2014 2013 Number of shares Weighted Average Exercise Price Per Number of shares Weighted Average Exercise Price Per Number of shares Weighted Average Exercise Price Per Outstanding at beginning of year 7,702,309 $ 8.15 7,216,041 $ 8.42 6,788,383 $ 8.99 Granted 1,797,222 3.78 1,891,989 6.69 1,168,203 3.13 Exercised (163,663 ) 1.89 (915,911 ) 3.91 (589,355 ) 2.26 Forfeited, expired or cancelled (1,645,571 ) 12.51 (489,810 ) 14.36 (151,190 ) 17.46 Outstanding at end of year 7,690,297 6.33 7,702,309 8.15 7,216,041 8.42 Exercisable at end of year 5,604,615 $ 6.93 4,908,925 $ 9.98 4,814,926 $ 11.14 Weighted-average grant-date fair value $ 2.60 $ 4.49 $ 2.27 The aggregate intrinsic value of stock options exercised in 2015, 2014, and 2013 was $0.4 million, $2.9 million, and $1.7 million, respectively. As of December 31, 2015, there were 7,486,402 stock options vested and expected to vest with a weighted average exercise price per share of $6.37, aggregate intrinsic value of $13,000, and a weighted average remaining contractual term of 6.3 years. As of December 31, 2015, there were 5,604,615 stock options exercisable with an aggregate intrinsic value of $10,000 and a weighted average remaining contractual term of 5.7 years. As of December 31, 2015, $4.8 million of total unrecognized compensation expense related to stock options is expected to be recognized over a weighted average period of 2.2 years. Restricted Stock Units RSUs generally vest over three years for employees and one year for directors. In 2015, the Company granted certain RSUs with a one-year vesting period. 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 on the earlier of scheduled vest date or the date of retirement. Unvested RSU activity for the year ended December 31, 2015 is summarized below: Weighted- Number of Average Grant- Shares Date Fair Value Unvested balance at January 1, 2015 1,953,879 $ 5.46 Granted 2,113,432 3.25 Vested (1,184,147 ) 4.64 Forfeited (757,403 ) 4.48 Unvested balance at December 31, 2015 2,125,761 $ 4.07 The total grant-date fair value of RSUs that vested in 2015, 2014 and 2013 was $5.5 million, $3.9 million and $1.6 million, respectively. As of December 31, 2015, $4.9 million of total unrecognized compensation expense related to employee RSUs was expected to be recognized over a weighted average period of 1.5 years. Stock-based Compensation Expense The fair value of stock options granted during the years ended December 31, 2015, 2014, and 2013, was estimated based on the following weighted average assumptions for: Year Ended December 31, 2015 2014 2013 Dividend yield 0 % 0 % 0 % Expected volatility 84 % 92 % 92 % Risk-free interest rate 1.40 % 1.72 % 0.89 % Expected term 5.6 years 5.6 years 5.6 years The following table shows total stock-based compensation expense for stock options, RSUs and ESPP in the consolidated statements of comprehensive loss (in thousands): Year Ended December 31, 2015 2014 2013 Research and development $ 5,022 $ 5,557 $ 2,358 Selling, general and administrative 4,705 5,215 2,741 Total stock-based compensation expense $ 9,727 $ 10,772 $ 5,099 |
Net Loss per Share of Common St
Net Loss per Share of Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share of Common Stock | 11. Net Loss per Share of Common Stock Potentially dilutive securities are excluded from the calculation of diluted net loss per share of common stock if their inclusion is anti-dilutive. The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share (in thousands): Year Ended December 31, 2015 2014 2013 Common stock options and RSUs 11,011 6,666 7,087 Warrants for common stock 19,210 2,073 15,839 Total 30,221 8,739 22,926 The following is a reconciliation of the numerators and denominators used in calculating basic and diluted net loss per share of common stock (in thousands): Year Ended December 31, 2015 2014 2013 Numerator Net loss $ (20,606 ) $ (38,301 ) $ (124,058 ) Basic Adjustment for revaluation of contingent warrant liabilities — (39,512 ) — Diluted $ (20,606 ) $ (77,813 ) $ (124,058 ) Denominator Weighted average shares outstanding used for basic net loss per share 117,803 107,435 86,938 Effect of dilutive warrants — 7,898 — Weighted average shares outstanding and dilutive securities used for diluted net loss per share 117,803 115,333 86,938 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Capital Stock | 12. Capital Stock Registered Direct Offerings 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, 2015, all of these warrants were outstanding. Underwritten Offerings 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). From the inception of the 2011 ATM Agreement through December 31, 2012, 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, 2012, were $0.5 million. As of December 31, 2014, the 2011 ATM Agreement expired. On November 12, 2015, the Company entered into an At Market Issuance Sales Agreement (the “2015 ATM Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may offer and sell from time to time at its sole discretion shares of its common stock through Cowen as its sales agent, 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. 333-201882) filed with the SEC on the same date. Cowen 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. Cowen also may sell the shares in privately negotiated transactions, subject to the Company’s prior approval. The Company will pay Cowen a commission equal to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2015 ATM Agreement. For the year ended December 31, 2015, no shares of common stock have been sold under this agreement. Common Stock Warrants As of December 31, 2015 and 2014, the following common stock warrants were outstanding (in thousands, except for per share amounts): Exercise Price Number of Shares at December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2015 2014 February 2010 February 2015 Contingent warrant liabilities $ 10.50 — 1,260 December 2011 December 2016 Stockholders' equity $ 1.14 263 263 March 2012 March 2017 Contingent warrant liabilities $ 1.76 9,585 12,109 September 2012 September 2017 Stockholders' equity $ 3.54 39 39 December 2014 December 2016 Contingent warrant liabilities $ 7.90 8,097 8,097 February 2015 February 2020 Stockholders' equity $ 3.31 181 — 18,165 21,768 In February 2015, the Company issued Hercules five-year warrants in connection with the Hercules Term Loan (see Note 8) that entitle Hercules to purchase up to an aggregate of 181,268 unregistered shares of XOMA’s common stock at an exercise price equal to $3.31 per share. The warrants are classified in stockholders’ (deficit) equity on the consolidated balance sheets. As of December 31, 2015, all of these warrants were outstanding. 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 estimated 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 estimated fair value. In addition, the estimated fair value of the 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 at its then estimated fair value, or expiration of the warrants. On December 8, 2014, the date of issuance, the fair value of the warrants was estimated to be $10.3 million using the Black-Scholes Model. The Company revalued the warrants at December 31, 2015 using the Black-Scholes Model, and recorded a $2.2 million reduction in the estimated fair value as a gain on the revaluation of contingent warrant liabilities line of the Company’s consolidated statement of comprehensive loss. The decrease in the estimated fair value of the warrants is primarily due to the decrease in the market price of XOMA’s common stock at December 31, 2015 as compared to December 31, 2014. As of December 31, 2015 and 2014, 8,097,165 of these warrants were outstanding and had an estimated fair value of $3.0 million and $5.2 million, respectively. In September 2012, the Company issued to GECC five-year warrants in connection with the amendment to the GECC Loan Agreement (see Note 8) that entitle GECC to purchase up to an aggregate of 39,346 unregistered shares of XOMA’s common stock at an exercise price equal to $3.54 per share. The warrants are classified in stockholders’ equity on the consolidated balance sheets. As of December 31, 2015 and 2014, all of these warrants were outstanding. 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 estimated 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 estimated fair value. In addition, the estimated fair value of the 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 at its then estimated fair value, or expiration of the warrants. During the year ended December 31, 2015, warrants to purchase 2,524,265 of common stock were exercised, of which 2,523,515 were cashless exercises, resulting in an issuance of 1,410,474 shares of common stock. The Company revalued the warrants immediately prior to the exercise dates and recognized $2.2 million as a gain on the revaluation of contingent warrant liabilities line of the Company’s consolidated statement of comprehensive loss. The estimated fair value of the exercised warrants of $3.6 million was reclassified from contingent warrant liabilities to stockholders’ (deficit) equity on the consolidated balance sheet. The Company revalued the remaining warrants at December 31, 2015 using the Black-Scholes Model and recorded a $13.4 million reduction in the estimated fair value as a gain on the revaluation of contingent warrant liabilities line of the Company’s consolidated statement of comprehensive loss. The decrease in the estimated fair value of the warrants is primarily due to the decrease in the market price of XOMA’s common stock at December 31, 2015 compared to December 31, 2014. As of December 31, 2015 and 2014, 9,585,153 and 12,109,418, respectively, of these warrants were outstanding and had an estimated fair value of $7.5 million and $26.7 million, respectively. In December 2011, the Company issued to GECC five-year warrants in connection with a loan agreement (see Note 8) that entitle GECC to purchase up to an aggregate of 263,158 unregistered shares of XOMA’s common stock at an exercise price equal to $1.14 per share. The warrants are classified in stockholders’ equity on the consolidated balance sheets. As of December 31, 2015 and 2014, all of these warrants were outstanding. 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 contained provisions that were 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 estimated fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounted for the warrants as liabilities at their estimated fair value. As of December 31, 2014, all of the warrants were outstanding and the estimated fair value was de minimis. All of these warrants expired unexercised in February 2015. In June 2009, the Company issued warrants to certain institutional investors as part of a registered direct offering. The warrants represented 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 contained provisions that were 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 estimated fair value using the Black-Scholes Model on the date of such change in control. Due to these provisions, the Company accounted for the warrants as liabilities at their estimated fair value. As of December 31, 2014, all of these warrants had expired unexercised. |
Legal Proceedings, Commitments
Legal Proceedings, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings, Commitments and Contingencies | 13. Legal Proceedings, Commitments and Contingencies Collaborative Agreements, Royalties and Milestone Payments 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 by the Company 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 $57.7 million (assuming one product per contract meets all milestones events) have not been recorded on the accompanying consolidated balance sheets. 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. Legal Proceedings On July 24, 2015, a purported securities class action lawsuit was filed in the United States District Court for the Northern District of California, captioned Markette v. XOMA Corp., et al. On October 1, 2015, a stockholder purporting to act on the behalf of the Company, filed a derivative lawsuit in the Superior Court of California for the County of Alameda, purportedly asserting claims on behalf of the Company against certain of officers and the members of board of directors of the Company, captioned Silva v. Scannon, et al On November 16, and November 25, 2015, two derivative lawsuits were filed purportedly on the Company’s behalf in the United States District Court for the Northern District of California, captioned Fieser v. Van Ness, et al Csoka v. Varian, et al Operating Leases As of December 31, 2015, 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. For each facility lease, the Company has two successive renewal options to extend the lease for five years upon the expiration of the initial lease term, or the expiration of the first renewal lease term. The Company estimates future minimum lease payments, excluding sub-lease income as of December 31, 2015 to be (in thousands): Year Ended December 31, Amounts 2016 $ 3,631 2017 3,732 2018 3,842 2019 3,956 2020 4,060 Thereafter 6,794 Total minimum lease payments $ 26,015 Total rental expense, including other costs required under the Company’s leases, was approximately $3.7 million, $3.5 million and $3.5 million for the years ended December 31, 2015, 2014, and 2013, 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. On December 31, 2015, in conjunction with the closing of the Agenus Purchase Agreement, the Company entered into sublease agreements with Agenus for portions of two leased buildings through December 31, 2016. The terms of the sublease agreements commenced on December 31, 2015 and will expire on December 31, 2016, subject to early termination by Agenus. Under the terms of the agreements, the Company will receive an aggregate of $0.3 million over the sublease term. Capital Leases During the year ended December 31, 2015, the Company has entered into capital lease agreements for certain network hardware and equipment for use by the Company and its employees. The lease term is for three years. The current portion of capital lease obligations is included in the accrued and other liabilities line and the noncurrent capital lease obligations is included in other liabilities – long term line in the consolidated balance sheet as of December 31, 2015. The following is a schedule of future minimum lease payments due under the capital lease obligation as of December 31, 2015 (in thousands): Year Ended December 31, Amounts 2016 $ 131 2017 116 2018 72 Total capital lease obligations 319 Less: amount representing interest (37 ) Present value of net minimum capital lease payments 282 Less: current portion (109 ) Total noncurrent capital lease obligations $ 173 |
Concentration of Risk, Segment
Concentration of Risk, Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Concentration Of Risk Segment And Geographic Information [Abstract] | |
Concentration of Risk, Segment and Geographic Information | 14. Concentration of Risk, Segment and Geographic Information Concentration of Risk Cash equivalents, marketable securities, 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 2015. The Company’s policy is to focus on 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, 2015, one customer represented 67% of total revenue, and as of December 31, 2015, four customers represented 39%, 25%, 18% and 10% of the accounts receivable balance. For the year ended December 31, 2014, two customers represented 51% and 28% of total revenues, and as of December 31, 2014, three customers represented 44%, 34% and 12% of the accounts receivable balance. For the year ended December 31, 2013, three customers represented 43%, 26%, and 20% of total revenues. 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 the years ended December 31, 2015, 2014, and 2013 was as follows (in thousands): Year Ended December 31, 2015 2014 2013 United States $ 10,685 $ 11,756 $ 19,955 Europe 44,662 5,510 15,396 Asia Pacific 100 1,600 100 Total $ 55,447 $ 18,866 $ 35,451 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has evaluated, for potential recognition and disclosure, events that occurred from the balance sheet date through March 9 th |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (unaudited) | 16. Quarterly Financial Information (unaudited) The following is a summary of the quarterly results of operations for the years ended December 31, 2015 and 2014: Consolidated Statements of Operations Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share amounts) 2015 Total revenues (1) $ 2,651 $ 2,539 $ 2,074 $ 48,183 Restructuring costs — — (2,561 ) (1,138 ) Operating costs and expenses (25,224 ) (24,752 ) (23,191 ) (18,305 ) (Loss) income from operations (22,573 ) (22,213 ) (23,678 ) 28,740 Other income (expense), net (2) 855 (1,546 ) 23,198 (3,389 ) Net (loss) income $ (21,718 ) $ (23,759 ) $ (480 ) $ 25,351 Basic net (loss) income per share of common stock $ (0.19 ) $ (0.20 ) $ (0.00 ) $ 0.21 Diluted net (loss) income per share of common stock (3) $ (0.19 ) $ (0.20 ) $ (0.00 ) $ 0.21 2014 Total revenues $ 3,410 $ 5,973 $ 5,136 $ 4,347 Restructuring costs (84 ) — — — Operating costs and expenses (4) (26,800 ) (24,750 ) (25,589 ) (23,475 ) Loss from operations (23,474 ) (18,777 ) (20,453 ) (19,128 ) Other income (expense), net (2) 18,787 6,880 6,054 11,810 Net loss $ (4,687 ) $ (11,897 ) $ (14,399 ) $ (7,318 ) Basic 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 ) (1) In the fourth quarter of 2015, the total revenues include upfront and milestone payments relating to various out-licensing arrangements, including a $37.0 million upfront payment from Novartis, a $5.0 million upfront payment from Novo Nordisk and a $3.8 million payment from Pfizer. ( 2 ) Fluctuations in 2015 and 2014 primarily relate to (losses) gains on the revaluation of the contingent warrant liabilities and a $3.5 million gain from the sale of the Company’s manufacturing facility during the three months ended December 31, 2015 (see Note 6). (3) For the quarter ended December 31, 2015, the Company’s diluted net income per share of common stock was computed by giving effect to all potentially dilutive common stock equivalents outstanding during the period. ( 4 ) 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. |
Basis of Presentation and Sig23
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions among consolidated entities were eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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, debt amendments, research and development expense, long-lived assets, restructuring liabilities, legal contingencies, 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 is 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. |
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 of accounting 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. 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. Payment related to an option to purchase the Company’s commercialization rights is considered substantive if, at the inception of the arrangement, the Company is at risk as to whether the collaboration partner will choose to exercise the option. Factors that the Company considers in evaluating whether an option is substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the arrangement without exercising the option, the cost to exercise the option and the likelihood that the option will be exercised. For arrangements under which an option is considered substantive, the Company does not consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option fees are not included in allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, for arrangements under which an option is not considered substantive or if an option is priced at a significant and incremental discount, the Company would consider the item underlying the option to be a deliverable at the inception of the arrangement and a corresponding amount would be included in allocable arrangement consideration. Contract and Other Revenues Contract revenue for research and development involves the Company providing research and development and manufacturing services to collaborative partners, biodefense contractors or others. Cost reimbursement revenue under collaborative agreements is recorded as contract and other revenues and is recognized as the related research and development costs are incurred, as provided for under the terms of these agreements. 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 (see Note 4). Up-front fees associated with contract revenue are recorded as license and collaborative fees and 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 and royalty receivables are recorded in the periods these royalty amounts are earned, if estimable and collectibility 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 is 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. |
Stock-Based Compensation | Stock-Based Compensation 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 (the “Black-Scholes Model”). The Black-Scholes 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. The valuation of restricted stock units (“RSUs”) is determined at the date of grant using the Company’s closing stock price. To establish an estimate of forfeiture rate, the Company considers its historical experience of option forfeitures and terminations. F orfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. |
Restructuring Charges | Restructuring Charges Restructuring costs, which primarily include termination benefits and contract termination costs, are recorded at estimated fair value. Key assumptions in determining the restructuring costs include the terms and payments that may be negotiated to terminate certain contractual obligations and the timing of employees leaving the Company. |
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities 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. All marketable securities have been classified as “available-for-sale” and 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 included in other income (expense), net. 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), net. |
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). Depreciation expense for assets acquired through capital leases is included in depreciation expense in the consolidated statements of comprehensive loss. Upon the sale or retirement of assets, the cost and related accumulated depreciation and amortization are removed from the consolidated balance sheets, and the resulting gain or loss, if any, is reflected in other income (expense), net in the consolidated statements of comprehensive loss. Repairs and maintenance costs are charged to expense as incurred. Long-lived assets include property and equipment. The carrying value of our long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. During the years ended December 31, 2015, 2014, and 2013, there were no such impairment losses recognized. |
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 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. The Company determines the expected volatility assumption in the Black-Scholes Model based on historical stock price volatility observed on XOMA’s underlying stock. 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 income taxes using the liability method under which deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount which is more likely than not to be realizable. The recognition, derecognition and measurement of a tax position is based on management’s best judgment given the facts, circumstances and information available at each reporting date. The Company’s policy is to recognize interest and penalties related to the underpayment of income taxes as a component of income tax expense. To date, there have been no interest or penalties charged in relation to the unrecognized tax benefits. |
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, RSUs, and warrants for common stock. The calculation of diluted loss per share of common stock 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 earnings (loss) per share of common stock 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. |
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 Revenue Recognition. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs December 31, 2015 December 31, 2014 Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prepaid expenses and other current assets $ 2,076 $ (189 ) $ 1,887 $ 2,088 $ (229 ) $ 1,859 Total current assets $ 72,408 $ (189 ) $ 72,219 $ 83,842 $ (229 ) $ 83,613 Other assets $ 838 $ (174 ) $ 664 $ 669 $ - $ 669 Total assets $ 75,243 $ (363 ) $ 74,880 $ 89,631 $ (229 ) $ 89,402 Interest bearing obligations – current $ 6,099 $ (189 ) $ 5,910 $ 19,247 $ (229 ) $ 19,018 Total current liabilities $ 23,484 $ (189 ) $ 23,295 $ 36,475 $ (229 ) $ 36,246 Interest bearing obligations – long-term $ 42,931 $ (174 ) $ 42,757 $ 16,290 $ - $ 16,290 Total liabilities $ 77,552 $ (363 ) $ 77,189 $ 86,532 $ (229 ) $ 86,303 In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) |
Basis of Presentation and Sig24
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Impact of early adoption on the consolidated balance sheets | The impact of early adoption on the consolidated balance sheets for the periods presented is noted in the table below (in thousands): December 31, 2015 December 31, 2014 Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prior to Adoption of ASU 2015-03 ASU 2015-03 Adjustment As Adopted Prepaid expenses and other current assets $ 2,076 $ (189 ) $ 1,887 $ 2,088 $ (229 ) $ 1,859 Total current assets $ 72,408 $ (189 ) $ 72,219 $ 83,842 $ (229 ) $ 83,613 Other assets $ 838 $ (174 ) $ 664 $ 669 $ - $ 669 Total assets $ 75,243 $ (363 ) $ 74,880 $ 89,631 $ (229 ) $ 89,402 Interest bearing obligations – current $ 6,099 $ (189 ) $ 5,910 $ 19,247 $ (229 ) $ 19,018 Total current liabilities $ 23,484 $ (189 ) $ 23,295 $ 36,475 $ (229 ) $ 36,246 Interest bearing obligations – long-term $ 42,931 $ (174 ) $ 42,757 $ 16,290 $ - $ 16,290 Total liabilities $ 77,552 $ (363 ) $ 77,189 $ 86,532 $ (229 ) $ 86,303 |
Consolidated Financial Statem25
Consolidated Financial Statement Detail (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Consolidated Financial Statement Detail [Abstract] | |
Trade and other receivables | Trade and other receivables consisted of the following (in thousands): December 31, 2015 2014 Trade receivables, net $ 3,718 $ 2,993 Other receivables 351 316 Total $ 4,069 $ 3,309 |
Property and equipment, net | Property and equipment, net consisted of the following (in thousands): December 31, 2015 2014 Equipment and furniture $ 14,431 $ 28,638 Buildings, leasehold and building improvements 2,776 9,343 Construction-in-progress 243 337 Land — 310 17,450 38,628 Less: Accumulated depreciation and amortization (15,453 ) (33,508 ) Property and equipment, net $ 1,997 $ 5,120 |
Accrued and other liabilities | Accrued and other liabilities consisted of the following (in thousands): December 31, 2015 2014 Accrued management incentive compensation $ 2,609 $ 4,295 Accrued payroll and other benefits 2,156 3,061 Accrued legal and accounting fees 517 409 Accrued restructuring costs 459 — Accrued clinical trial costs 406 1,424 Other 878 703 Total $ 7,025 $ 9,892 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
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 follows (in thousands): Fair Value Measurements at December 31, 2015 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) $ 42,590 $ — $ — $ 42,590 Marketable securities 496 — — 496 Total $ 43,086 $ — $ — $ 43,086 Liabilities: Contingent warrant liabilities $ — $ — $ 10,464 $ 10,464 Fair Value Measurements at December 31, 2014 Using Quoted Prices in Active Markets for Identical Assets Significant Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Total Assets: Money market funds (1) $ 67,569 $ — $ — $ 67,569 Foreign exchange options (2) — 6 — 6 Total $ 67,569 $ 6 $ — $ 67,575 Liabilities: Contingent warrant liabilities $ — $ — $ 31,828 $ 31,828 (1) Included in cash and cash equivalents (2) Included in other assets |
Warrant liabilities fair value assumptions | The estimated fair value of the contingent warrant liabilities was estimated using the following range of assumptions at December 31, 2015 and 2014: December 31, 2015 2014 Expected volatility 166% - 183% 70% - 73% Risk-free interest rate 0.64% - 0.74% 0.03% - 0.67% Expected term (in years) 0.94 - 1.19 0.09 - 2.19 |
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, 2015 and 2014 (in thousands): 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 ) Decrease in estimated fair value of contingent warrant liabilities upon revaluation (45,773 ) Balance at December 31, 2014 31,828 Reclassification of contingent warrant liability to equity upon exercise of warrants (3,552 ) Decrease in estimated fair value of contingent warrant liabilities upon revaluation (17,812 ) Balance at December 31, 2015 $ 10,464 |
Outstanding debt carrying amount and estimated fair value | The carrying amount and the estimated fair value of the Company’s outstanding interest-bearing obligations at December 31, 2015 and 2014 are as follows (in thousands): December 31, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Hercules term loan $ 19,653 $ 21,231 $ — $ — Servier loan 15,331 15,185 16,290 17,068 Novartis note 13,683 13,394 13,357 12,923 General Electric Capital Corporation term loan — — 5,661 6,470 Total $ 48,667 $ 49,810 $ 35,308 $ 36,461 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring And Related Activities [Abstract] | |
Components of restructuring liabilities | As of December 31, 2015 and 2014, the components of these liabilities are shown below (in thousands): Employee Severance Contract and Other Benefits Termination Costs Facility Charges (1) Total Balance at December 31, 2013 $ — $ — $ 21 $ 21 Restructuring charges — — 84 84 Cash payments — — (128 ) (128 ) Adjustments — — 23 23 Balance at December 31, 2014 — — — — Restructuring charges 2,933 766 — 3,699 Cash payments (2,590 ) (650 ) — (3,240 ) Balance at December 31, 2015 $ 343 $ 116 $ — $ 459 (1) Includes moving and relocation costs, and lease payments, net of sublease payments. |
Long-Term Debt and Other Fina28
Long-Term Debt and Other Financings (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [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 as of December 31, 2015 are as follows (in thousands): Year Ended December 31, Amounts 2016 $ 9,038 2017 14,677 2018 17,879 2019 — 2020 15,664 57,258 Less: Interest, final payment fee, discount and issuance cost (8,591 ) 48,667 Less: interest bearing obligations – current (5,910 ) Interest bearing obligations – non-current $ 42,757 |
Interest expense and amortization of debt issuance costs | Amortization of debt issuance costs and discounts are included in interest expense. Interest expense in the consolidated statements of comprehensive loss for the years ended December 31, 2015, 2014, and 2013 relates to the following debt instruments (in thousands): Year Ended December 31, 2015 2014 2013 Hercules loan $ 2,223 $ — $ — Servier loan 1,083 2,330 2,152 GECC term loan 548 1,638 2,064 Novartis note 329 312 362 Other 11 23 53 Total interest expense $ 4,194 $ 4,303 $ 4,631 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Total Provision for Income Taxes | The total income tax benefit consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Federal income tax benefit $ — $ — $ (14 ) Total $ — $ — $ (14 ) |
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, 2015 2014 2013 Federal tax at statutory rate 34 % 34 % 34 % Warrant valuation 29 % 40 % -17 % Permanent items and other -15 % -1 % 0 % Valuation allowance -48 % -73 % -17 % Total 0 % 0 % 0 % |
Components of Net Deferred Tax Assets | The significant components of net deferred tax assets as of December 31, 2015 and 2014 were as follows (in thousands): December 31, 2015 2014 Capitalized research and development expenses $ 50,808 $ 50,852 Net operating loss carryforwards 115,869 105,042 Research and development and other credit carryforwards 24,268 12,108 Other 18,748 22,060 Total deferred tax assets 209,693 190,062 Valuation allowance (209,693 ) (190,062 ) 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): Year Ended December 31, 2015 2014 2013 Balance at January 1 $ 5,503 $ 4,274 $ 4,104 Increase related to current year tax position 2,687 720 164 Increase related to prior year tax position 1,476 509 6 Balance at December 31 $ 9,666 $ 5,503 $ 4,274 |
Compensation and Other Benefi30
Compensation and Other Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option Activity | The following table summarizes the Company’s stock option activity: 2015 2014 2013 Number of shares Weighted Average Exercise Price Per Number of shares Weighted Average Exercise Price Per Number of shares Weighted Average Exercise Price Per Outstanding at beginning of year 7,702,309 $ 8.15 7,216,041 $ 8.42 6,788,383 $ 8.99 Granted 1,797,222 3.78 1,891,989 6.69 1,168,203 3.13 Exercised (163,663 ) 1.89 (915,911 ) 3.91 (589,355 ) 2.26 Forfeited, expired or cancelled (1,645,571 ) 12.51 (489,810 ) 14.36 (151,190 ) 17.46 Outstanding at end of year 7,690,297 6.33 7,702,309 8.15 7,216,041 8.42 Exercisable at end of year 5,604,615 $ 6.93 4,908,925 $ 9.98 4,814,926 $ 11.14 Weighted-average grant-date fair value $ 2.60 $ 4.49 $ 2.27 |
Unvested RSU Activity | Unvested RSU activity for the year ended December 31, 2015 is summarized below: Weighted- Number of Average Grant- Shares Date Fair Value Unvested balance at January 1, 2015 1,953,879 $ 5.46 Granted 2,113,432 3.25 Vested (1,184,147 ) 4.64 Forfeited (757,403 ) 4.48 Unvested balance at December 31, 2015 2,125,761 $ 4.07 |
Weighted Average Assumptions | The fair value of stock options granted during the years ended December 31, 2015, 2014, and 2013, was estimated based on the following weighted average assumptions for: Year Ended December 31, 2015 2014 2013 Dividend yield 0 % 0 % 0 % Expected volatility 84 % 92 % 92 % Risk-free interest rate 1.40 % 1.72 % 0.89 % Expected term 5.6 years 5.6 years 5.6 years |
Stock-based Compensation expense | The following table shows total stock-based compensation expense for stock options, RSUs and ESPP in the consolidated statements of comprehensive loss (in thousands): Year Ended December 31, 2015 2014 2013 Research and development $ 5,022 $ 5,557 $ 2,358 Selling, general and administrative 4,705 5,215 2,741 Total stock-based compensation expense $ 9,727 $ 10,772 $ 5,099 |
Net Loss per Share of Common 31
Net Loss per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Outstanding securities considered anti-dilutive | The following table shows the weighted-average outstanding securities considered anti-dilutive and therefore excluded from the computation of diluted net loss per share (in thousands): Year Ended December 31, 2015 2014 2013 Common stock options and RSUs 11,011 6,666 7,087 Warrants for common stock 19,210 2,073 15,839 Total 30,221 8,739 22,926 |
Reconciliation of the numerators and denominators used in calculating basic and diluted net loss per share of common stock | The following is a reconciliation of the numerators and denominators used in calculating basic and diluted net loss per share of common stock (in thousands): Year Ended December 31, 2015 2014 2013 Numerator Net loss $ (20,606 ) $ (38,301 ) $ (124,058 ) Basic Adjustment for revaluation of contingent warrant liabilities — (39,512 ) — Diluted $ (20,606 ) $ (77,813 ) $ (124,058 ) Denominator Weighted average shares outstanding used for basic net loss per share 117,803 107,435 86,938 Effect of dilutive warrants — 7,898 — Weighted average shares outstanding and dilutive securities used for diluted net loss per share 117,803 115,333 86,938 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Summary of Common Stock Warrants Outstanding | As of December 31, 2015 and 2014, the following common stock warrants were outstanding (in thousands, except for per share amounts): Exercise Price Number of Shares at December 31, Issuance Date Expiration Date Balance Sheet Classification per Share 2015 2014 February 2010 February 2015 Contingent warrant liabilities $ 10.50 — 1,260 December 2011 December 2016 Stockholders' equity $ 1.14 263 263 March 2012 March 2017 Contingent warrant liabilities $ 1.76 9,585 12,109 September 2012 September 2017 Stockholders' equity $ 3.54 39 39 December 2014 December 2016 Contingent warrant liabilities $ 7.90 8,097 8,097 February 2015 February 2020 Stockholders' equity $ 3.31 181 — 18,165 21,768 |
Legal Proceedings, Commitment33
Legal Proceedings, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Commitments | The Company estimates future minimum lease payments, excluding sub-lease income as of December 31, 2015 to be (in thousands): Year Ended December 31, Amounts 2016 $ 3,631 2017 3,732 2018 3,842 2019 3,956 2020 4,060 Thereafter 6,794 Total minimum lease payments $ 26,015 |
Schedule of Future Minimum Lease Payments Due under Capital Lease Obligation | The following is a schedule of future minimum lease payments due under the capital lease obligation as of December 31, 2015 (in thousands): Year Ended December 31, Amounts 2016 $ 131 2017 116 2018 72 Total capital lease obligations 319 Less: amount representing interest (37 ) Present value of net minimum capital lease payments 282 Less: current portion (109 ) Total noncurrent capital lease obligations $ 173 |
Concentration of Risk, Segmen34
Concentration of Risk, Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Concentration Of Risk Segment And Geographic Information [Abstract] | |
Revenue by geographical region | Revenue attributed to the following geographic regions for the years ended December 31, 2015, 2014, and 2013 was as follows (in thousands): Year Ended December 31, 2015 2014 2013 United States $ 10,685 $ 11,756 $ 19,955 Europe 44,662 5,510 15,396 Asia Pacific 100 1,600 100 Total $ 55,447 $ 18,866 $ 35,451 |
Quarterly Financial Informati35
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information (unaudited) | The following is a summary of the quarterly results of operations for the years ended December 31, 2015 and 2014: Consolidated Statements of Operations Quarter Ended March 31 June 30 September 30 December 31 (In thousands, except per share amounts) 2015 Total revenues (1) $ 2,651 $ 2,539 $ 2,074 $ 48,183 Restructuring costs — — (2,561 ) (1,138 ) Operating costs and expenses (25,224 ) (24,752 ) (23,191 ) (18,305 ) (Loss) income from operations (22,573 ) (22,213 ) (23,678 ) 28,740 Other income (expense), net (2) 855 (1,546 ) 23,198 (3,389 ) Net (loss) income $ (21,718 ) $ (23,759 ) $ (480 ) $ 25,351 Basic net (loss) income per share of common stock $ (0.19 ) $ (0.20 ) $ (0.00 ) $ 0.21 Diluted net (loss) income per share of common stock (3) $ (0.19 ) $ (0.20 ) $ (0.00 ) $ 0.21 2014 Total revenues $ 3,410 $ 5,973 $ 5,136 $ 4,347 Restructuring costs (84 ) — — — Operating costs and expenses (4) (26,800 ) (24,750 ) (25,589 ) (23,475 ) Loss from operations (23,474 ) (18,777 ) (20,453 ) (19,128 ) Other income (expense), net (2) 18,787 6,880 6,054 11,810 Net loss $ (4,687 ) $ (11,897 ) $ (14,399 ) $ (7,318 ) Basic 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 ) (1) In the fourth quarter of 2015, the total revenues include upfront and milestone payments relating to various out-licensing arrangements, including a $37.0 million upfront payment from Novartis, a $5.0 million upfront payment from Novo Nordisk and a $3.8 million payment from Pfizer. ( 2 ) Fluctuations in 2015 and 2014 primarily relate to (losses) gains on the revaluation of the contingent warrant liabilities and a $3.5 million gain from the sale of the Company’s manufacturing facility during the three months ended December 31, 2015 (see Note 6). (3) For the quarter ended December 31, 2015, the Company’s diluted net income per share of common stock was computed by giving effect to all potentially dilutive common stock equivalents outstanding during the period. ( 4 ) 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 $0.02, respectively, for the three months ended December 31, 2014. |
Description of Business - Addit
Description of Business - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Description Of Business [Abstract] | ||
Accumulated deficit | $ (1,140,083) | $ (1,119,477) |
Cash, cash equivalents and marketable securities | $ 66,300 |
Basis of Presentation and Sig37
Basis of Presentation and Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Contract Revenues [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 | ||
Impairment loss recognized | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits, income tax penalties or interest charged | $ 0 | ||
Equipment [Member] | Minimum [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Useful lives | 3 years | ||
Equipment [Member] | Maximum [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Useful lives | 7 years | ||
Leasehold Improvements, Buildings and Building Improvements [Member] | Minimum [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Useful lives | 1 year | ||
Leasehold Improvements, Buildings and Building Improvements [Member] | Maximum [Member] | |||
Basis Of Presentation And Significant Accounting Policies [Line Items] | |||
Useful lives | 15 years |
Basis of Presentation and Sig38
Basis of Presentation and Significant Accounting Policies - Impact of Early Adoption on the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | $ 1,887 | $ 1,859 |
Total current assets | 72,219 | 83,613 |
Other assets | 664 | 669 |
Total assets | 74,880 | 89,402 |
Interest bearing obligations – current | 5,910 | 19,018 |
Total current liabilities | 23,295 | 36,246 |
Interest bearing obligations – long-term | 42,757 | 16,290 |
Total liabilities | 77,189 | 86,303 |
Prior to Adoption of ASU 2015-03 [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | 2,076 | 2,088 |
Total current assets | 72,408 | 83,842 |
Other assets | 838 | 669 |
Total assets | 75,243 | 89,631 |
Interest bearing obligations – current | 6,099 | 19,247 |
Total current liabilities | 23,484 | 36,475 |
Interest bearing obligations – long-term | 42,931 | 16,290 |
Total liabilities | 77,552 | 86,532 |
ASU 2015-03 Adjustment [Member] | ||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||
Prepaid expenses and other current assets | (189) | (229) |
Total current assets | (189) | (229) |
Other assets | (174) | |
Total assets | (363) | (229) |
Interest bearing obligations – current | (189) | (229) |
Total current liabilities | (189) | (229) |
Interest bearing obligations – long-term | (174) | |
Total liabilities | $ (363) | $ (229) |
Consolidated Financial Statem39
Consolidated Financial Statement Detail - Additional Information 1 (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 65,767 | $ 78,445 | $ 101,659 | $ 45,345 |
Demand Deposits [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | 23,200 | 10,800 | ||
Money Market Funds [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash and cash equivalents | $ 42,600 | $ 67,600 |
Consolidated Financial Statem40
Consolidated Financial Statement Detail - Additional Information 2 (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Marketable Securities [Abstract] | ||
Marketable securities | $ 500,000 | $ 0 |
Unrealized gain or losses on securities available for marketable securities | $ 0 |
Consolidated Financial Statem41
Consolidated Financial Statement Detail - Additional Information 3 (Details) € in Millions | 1 Months Ended | 12 Months Ended | ||||
May. 31, 2011USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)Contract | Dec. 31, 2013USD ($) | Dec. 31, 2015EUR (€) | May. 31, 2011EUR (€)Contract | |
Options Contract [Member] | ||||||
Derivative [Line Items] | ||||||
Face value of debt | € | € 15 | |||||
Number of foreign exchange option contracts | Contract | 2 | |||||
Derivative, premiums | $ | $ 1,500,000 | |||||
Number of foreign exchange option contracts expired | Contract | 1 | |||||
Derivative fair value | $ | $ 0 | $ 0 | ||||
Derivative, loss | $ | $ 6,000 | $ 400,000 | $ 100,000 | |||
Option Contract 1 [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, amount of hedged item | € | € 1.5 | |||||
Option Contract 2 [Member] | ||||||
Derivative [Line Items] | ||||||
Derivative, amount of hedged item | € | € 15 |
Consolidated Financial Statem42
Consolidated Financial Statement Detail - Additional Information 4 (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Allowance for doubtful accounts | $ 0.2 | $ 0.4 |
Consolidated Financial Statem43
Consolidated Financial Statement Detail - Trade and other receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Receivables [Abstract] | ||
Trade receivables, net | $ 3,718 | $ 2,993 |
Other receivables | 351 | 316 |
Total | $ 4,069 | $ 3,309 |
Consolidated Financial Statem44
Consolidated Financial Statement Detail - Property and equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 17,450 | $ 38,628 |
Less: Accumulated depreciation and amortization | (15,453) | (33,508) |
Property and equipment, net | 1,997 | 5,120 |
Equipment and Furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 14,431 | 28,638 |
Leasehold Improvements, Buildings and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,776 | 9,343 |
Construction-in-Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 243 | 337 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 310 |
Consolidated Financial Statem45
Consolidated Financial Statement Detail - Additional Information 5 (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Accumulated depreciation | $ 0 | ||
Depreciation and amortization expense | 1,500,000 | $ 1,900,000 | $ 2,900,000 |
Property and equipment related cost | 15,900,000 | ||
Accumulated Depreciation and Amortization | 15,453,000 | $ 33,508,000 | |
Construction-in-Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment under capital lease | 200,000 | ||
Land, Building and Certain Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Accumulated Depreciation and Amortization | 13,700,000 | ||
Other Income (Expense), Net [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gain on sale of property and equipment | $ 3,500,000 |
Consolidated Financial Statem46
Consolidated Financial Statement Detail - Accrued and other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued and other liabilities [Abstract] | |||
Accrued management incentive compensation | $ 2,609 | $ 4,295 | |
Accrued payroll and other benefits | 2,156 | 3,061 | |
Accrued legal and accounting fees | 517 | 409 | |
Accrued restructuring costs | 459 | $ 21 | |
Accrued clinical trial costs | 406 | 1,424 | |
Other | 878 | 703 | |
Total | $ 7,025 | $ 9,892 |
Collaborative, Licensing and 47
Collaborative, Licensing and Other Arrangements - Novartis - Additional Information (Details) | Dec. 31, 2015USD ($) | Jan. 31, 2014USD ($) | Nov. 30, 2008USD ($)Product | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
License and collaborative fees | $ 49,064,000 | $ 5,683,000 | $ 11,028,000 | ||||
Novartis [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | $ 37,000,000 | ||||||
Performance deliverable period for license and regulatory services | 90 days | ||||||
Performance deliverable period for transfer of materials, process and knowhow | 90 days | ||||||
Performance deliverables value on stand alone basis | $ 0 | ||||||
Novartis [Member] | Development Milestone [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Future milestone payments, maximum | $ 14,000,000 | ||||||
Collaborative Arrangement [Member] | Novartis [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Proceeds from collaborators | 6,200,000 | ||||||
Reduction in debt under restructured agreement | $ 7,500,000 | ||||||
Royalty right expiration period | 20 years | ||||||
Milestone received under the collaboration agreement | $ 0 | $ 7,000,000 | |||||
Repayment of debt | $ 1,750,000 | ||||||
Percentage of milestone received | 25.00% | ||||||
License and collaborative fees | 0 | $ 0 | |||||
Maximum borrowing capacity under loan agreement | $ 50,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
Research and development expenses funded through loan facility, maximum (in hundredths) | 75.00% | ||||||
Upfront payment received | $ 37,000,000 | ||||||
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | $ 480,000,000 | ||||||
Collaborative Arrangement [Member] | Novartis [Member] | Development Milestone [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Number of ongoing product programs with potential royalty right milestone payments | Product | 2 |
Collaborative, Licensing and 48
Collaborative, Licensing and Other Arrangements - Servier - Additional Information (Details) $ in Thousands, € in Millions | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2011USD ($) | Jan. 31, 2011EUR (€) | Dec. 31, 2015USD ($) | Dec. 31, 2015EUR (€) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2011 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue – current | $ 3,198 | $ 1,089 | |||||
Collaborative Arrangement [Member] | Servier [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Upfront payment received | $ 15,000 | ||||||
Period for recognizing deferred revenue | 8 months | ||||||
Proceeds from loan | $ 19,500 | € 15 | |||||
Future initial research and development expenses to be funded by counterparty | 50,000 | ||||||
Contract and other revenue | 1,200 | $ 3,500 | $ 13,600 | ||||
Eligible milestone payments receivable | € | € 356.5 | ||||||
Eligible milestone payments receivable under specific rights not met | € | 633.8 | ||||||
Eligible milestone payments receivable, after amendment | € | 341.5 | ||||||
Eligible milestone payments receivable under specific rights not met, after amendment | € | € 618.8 | ||||||
Deferred revenue – current | $ 600 |
Collaborative, Licensing and 49
Collaborative, Licensing and Other Arrangements - NIAID - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Oct. 31, 2011 | Sep. 30, 2008 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2009 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Deferred revenue | $ 1,939 | ||||||
Recognition of revenue | $ 6,383 | 13,183 | $ 24,423 | ||||
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 2 [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Total contract amount awarded | $ 64,800 | ||||||
Increase (decrease) in revenue | $ 900 | $ 1,100 | |||||
Recognition of revenue | 200 | 1,200 | 4,400 | ||||
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 3 [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Contractual term | 3 years | ||||||
Increase (decrease) in deferred revenue | (1,800) | ||||||
Deferred revenue | 1,900 | ||||||
Remaining deferred revenue | 100 | ||||||
National Institute of Allergy and Infectious Diseases "NIAID" [Member] | Arrangement with Governmental Agency 1 [Member] | |||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||
Total contract amount awarded | $ 28,000 | ||||||
Contractual term | 5 years | ||||||
Recognition of revenue | $ 4,900 | $ 8,400 | $ 4,700 |
Collaborative, Licensing and 50
Collaborative, Licensing and Other Arrangements - Takeda - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2009 | Nov. 30, 2006 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Recognition of revenue | $ 49,064 | $ 5,683 | $ 11,028 | ||
Takeda [Member] | Sales Milestone [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Future milestone payments, maximum | $ 3,300 | $ 19,000 | |||
Takeda [Member] | Development Milestone [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Future milestone payments with each additional future qualifying product candidate development, maximum | 20,800 | ||||
Takeda [Member] | Collaborative Arrangement [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Recognition of revenue | $ 100 | $ 1,600 | $ 100 | ||
Royalty right expiration period | 10 years | 13 years 6 months |
Collaborative, Licensing and 51
Collaborative, Licensing and Other Arrangements - Pfizer - Additional Information (Details) - Pfizer Inc. [Member] - USD ($) $ in Millions | Dec. 03, 2015 | Aug. 31, 2005 | Dec. 31, 2015 | Dec. 31, 2007 |
Collaborative Arrangement [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Milestone received under the collaboration agreement | $ 3.8 | $ 4.2 | ||
Royalty right expiration period | 10 years | |||
License Arrangement [Member] | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Proceeds from license fees received | $ 30 |
Collaborative, Licensing and 52
Collaborative, Licensing and Other Arrangements - Novo Nordisk - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2015 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Performance deliverable period for license and transfer of technology and knowhow | 60 days | |
Upfront payment recognized as revenue | $ 5,000,000 | |
Novo Nordisk [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Upfront payment received | $ 5,000,000 | |
Agreement termination notice period | 90 days | |
Collaborative Arrangement [Member] | Novo Nordisk [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Upfront payment received | $ 5,000,000 | |
Eligible milestone payments receivable upon achievement of development, regulatory and commercial milestones | 290,000,000 | |
Milestone received under the collaboration agreement | $ 0 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Carried At Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets [Abstract] | |||
Marketable securities | $ 500,000 | $ 0 | |
Liabilities [Abstract] | |||
Contingent warrant liabilities | 10,464,000 | 31,828,000 | |
Recurring [Member] | |||
Assets [Abstract] | |||
Foreign exchange options | [1] | 6,000 | |
Marketable securities | 496,000 | ||
Total | 43,086,000 | 67,575,000 | |
Liabilities [Abstract] | |||
Contingent warrant liabilities | 10,464,000 | 31,828,000 | |
Recurring [Member] | Money Market Funds [Member] | |||
Assets [Abstract] | |||
Money market funds | [2] | 42,590,000 | 67,569,000 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | |||
Assets [Abstract] | |||
Marketable securities | 496,000 | ||
Total | 43,086,000 | 67,569,000 | |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money Market Funds [Member] | |||
Assets [Abstract] | |||
Money market funds | [2] | 42,590,000 | 67,569,000 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | |||
Assets [Abstract] | |||
Foreign exchange options | [1] | 6,000 | |
Total | 6,000 | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | |||
Liabilities [Abstract] | |||
Contingent warrant liabilities | $ 10,464,000 | $ 31,828,000 | |
[1] | Included in other assets | ||
[2] | Included in cash and cash equivalents |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2015USD ($) |
Foreign Exchange Option [Member] | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Estimated fair value of the foreign exchange options | $ 0 |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liabilities, Fair Value Assumptions (Details) - Warrant Liabilities [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected volatility | 166.00% | 70.00% |
Risk-free interest rate | 0.64% | 0.03% |
Expected term (in years) | 11 months 9 days | 1 month 2 days |
Maximum [Member] | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Expected volatility | 183.00% | 73.00% |
Risk-free interest rate | 0.74% | 0.67% |
Expected term (in years) | 1 year 2 months 9 days | 2 years 2 months 9 days |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | $ 31,828 | ||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (3,552) | $ (2,526) | $ (6,171) |
Ending balance | 10,464 | 31,828 | |
Warrant Liabilities [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance | 31,828 | 69,869 | |
Initial fair value of warrants issued | 10,258 | ||
Reclassification of contingent warrant liability to equity upon exercise of warrants | (3,552) | (2,526) | |
Increase (decrease) in estimated fair value of contingent warrant liabilities upon revaluation | (17,812) | (45,773) | |
Ending balance | $ 10,464 | $ 31,828 | $ 69,869 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding Debt Carrying Amount and Estimated Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | $ 48,667 | $ 35,308 |
Interest bearing obligations, Fair value | 49,810 | 36,461 |
Hercules Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 19,653 | |
Interest bearing obligations, Fair value | 21,231 | |
Servier Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 15,331 | 16,290 |
Interest bearing obligations, Fair value | 15,185 | 17,068 |
Novartis Note [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 13,683 | 13,357 |
Interest bearing obligations, Fair value | $ 13,394 | 12,923 |
General Electric Capital Corporation Term Loan [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Interest-bearing obligations, Carrying amount | 5,661 | |
Interest bearing obligations, Fair value | $ 6,470 |
Dispositions (Details)
Dispositions (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Nov. 05, 2015 | Nov. 04, 2015 | Dec. 31, 2015 | Dec. 31, 2015 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 3,505 | ||||
Biodefense Business [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Royalties receivable percentage on net sales | 15.00% | ||||
Biodefense Business [Member] | Maximum [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of asset | $ 4,500 | ||||
Manufacturing Facility in Berkeley, California [Member] | Other Income (Expense), Net [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 3,500 | ||||
Manufacturing Facility in Berkeley, California [Member] | Agenus Purchase Agreement [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Cash received from sale of business | $ 4,700 | ||||
Sale of business, value of common stock shares received | 500 | 500 | 500 | ||
Liabilities assumed | $ 300 | ||||
Sales of business, number of common stock shares received | 109,211 | ||||
Contingent consideration value of common stock to be received | 500 | ||||
Consideration received for employees who would not have otherwise been retained | 200 | ||||
Carrying value of business sold | $ 2,200 | $ 2,200 | 2,200 | ||
Manufacturing Facility in Berkeley, California [Member] | Agenus Purchase Agreement [Member] | Other Income (Expense), Net [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Gain on sale of business | $ 3,500 | ||||
Manufacturing Facility in Berkeley, California [Member] | Maximum [Member] | Agenus Purchase Agreement [Member] | |||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||||
Cash received from sale of business | $ 5,000 | ||||
Sale of business, value of common stock shares received | $ 1,000 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) $ in Thousands | Oct. 20, 2015Employee | Sep. 29, 2015Employee | Aug. 21, 2015Employee | Jan. 05, 2012Position | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges | $ 1,138 | $ 2,561 | $ 84 | $ 3,699 | $ 84 | $ 328 | |||||
Total expenses on restructuring activities | 3,700 | ||||||||||
Payments for restructuring expenses | 3,200 | ||||||||||
Expected future payments for restructuring | $ 500 | 500 | |||||||||
Contract Termination Costs [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges | 766 | ||||||||||
Facility Costs [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges | [1] | 84 | |||||||||
2015 Restructuring [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Number of employees terminated | Employee | 9 | 5 | 38 | ||||||||
2015 Restructuring [Member] | Severance, Other Termination Benefits and Outplacement Services [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges | 2,900 | ||||||||||
2015 Restructuring [Member] | Contract Termination Costs [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges | 800 | ||||||||||
2012 Restructuring [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Number of positions eliminated | Position | 84 | ||||||||||
Number of positions eliminated (in hundredths) | 34.00% | ||||||||||
2012 Restructuring [Member] | Facility Costs [Member] | |||||||||||
Restructuring Cost And Reserve [Line Items] | |||||||||||
Restructuring charges | $ 0 | $ 100 | $ 300 | ||||||||
[1] | Includes moving and relocation costs, and lease payments, net of sublease payments. |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Restructuring Cost And Reserve [Line Items] | |||||||
Balance at period start | $ 21 | $ 21 | |||||
Restructuring charges | $ 1,138 | $ 2,561 | 84 | $ 3,699 | 84 | $ 328 | |
Cash payments | (3,240) | (128) | |||||
Adjustments | 23 | ||||||
Balance at period end | 459 | 459 | 21 | ||||
Employee Severance and Other Benefits [Member] | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Restructuring charges | 2,933 | ||||||
Cash payments | (2,590) | ||||||
Balance at period end | 343 | 343 | |||||
Contract Termination Costs [Member] | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Restructuring charges | 766 | ||||||
Cash payments | (650) | ||||||
Balance at period end | $ 116 | $ 116 | |||||
Facility Charges [Member] | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Balance at period start | [1] | $ 21 | 21 | ||||
Restructuring charges | [1] | 84 | |||||
Cash payments | [1] | (128) | |||||
Adjustments | [1] | $ 23 | |||||
Balance at period end | [1] | $ 21 | |||||
[1] | Includes moving and relocation costs, and lease payments, net of sublease payments. |
Long-Term Debt and Other Fina61
Long-Term Debt and Other Financings - Novartis Note - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2014 | May. 31, 2005 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Novartis Note [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Jun. 30, 2015 | ||||
Research and development expenses funded through loan facility, maximum | 75.00% | ||||
Maximum borrowing capacity under loan agreement | $ 50,000,000 | ||||
Interest rate at period end | 2.81% | ||||
Accrued interest payable | $ 300,000 | $ 300,000 | $ 400,000 | ||
Percentage of milestone received | 25.00% | ||||
Milestone received under the collaboration agreement | $ 7,000,000 | ||||
Repayment of debt | $ 1,750,000 | ||||
Outstanding principal balance | $ 13,700,000 | $ 13,400,000 | |||
Novartis Note [Member] | Six-month LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate | 2.00% | ||||
Secured Note Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Maturity date | Sep. 30, 2020 | ||||
Reduction in outstanding principal amount | $ 7,300,000 |
Long-Term Debt and Other Fina62
Long-Term Debt and Other Financings - Servier Loan Agreement - Additional Information (Details) $ in Thousands | Jan. 09, 2015USD ($)Tranche | Jan. 31, 2016USD ($) | Jan. 31, 2011USD ($) | Jul. 31, 2015 | Jul. 31, 2011 | Dec. 31, 2015USD ($)€ / $ | Dec. 31, 2014USD ($)€ / $ | Dec. 31, 2013USD ($) | Jan. 31, 2015 | Dec. 31, 2015EUR (€)€ / $ | Jan. 09, 2015EUR (€)Tranche |
Debt Instrument [Line Items] | |||||||||||
Accrued interest paid | $ 1,927 | $ 3,009 | $ 1,262 | ||||||||
Carrying value of the loan | 48,667 | 35,308 | |||||||||
Unrealized foreign exchange gain (loss) | $ 1,870 | 2,280 | (662) | ||||||||
Servier Loan [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Date of agreement | Dec. 30, 2010 | ||||||||||
Maximum borrowing capacity under loan agreement | € | € 15,000,000 | ||||||||||
Proceeds from loan | $ 19,500 | ||||||||||
Interest rate during period | 3.22% | ||||||||||
Interest rates reset semi-annually, minimum | 2.05% | ||||||||||
Interest rates reset semi-annually, maximum | 3.83% | ||||||||||
Date of loan amendment | Jan. 9, 2015 | ||||||||||
Date of agreement, after amendment | Aug. 12, 2013 | ||||||||||
Number of tranches | Tranche | 3 | 3 | |||||||||
Unamortized discount on debt | $ 1,900 | $ 8,900 | |||||||||
Amortization of debt discount | $ 700 | 1,900 | 1,600 | ||||||||
Carrying value of the loan | 15,300 | 16,200 | |||||||||
Unrealized foreign exchange gain (loss) related to re-measurement of loan discount | $ (200) | (300) | 200 | ||||||||
Agreement termination date | Sep. 28, 2015 | ||||||||||
Agreement termination notice period | 180 days | ||||||||||
Outstanding principal balance | $ 16,400 | $ 18,200 | |||||||||
Euro to US Dollar exchange rates | € / $ | 1.091 | 1.216 | 1.091 | ||||||||
Unrealized foreign exchange gain (loss) | $ 1,900 | $ 2,400 | $ (800) | ||||||||
Servier Loan [Member] | Tranche One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 15, 2016 | ||||||||||
Principal payment amount | € | € 3,000,000 | ||||||||||
Servier Loan [Member] | Tranche Two [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 15, 2017 | ||||||||||
Principal payment amount | € | 5,000,000 | ||||||||||
Servier Loan [Member] | Tranche Three [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maturity date | Jan. 15, 2018 | ||||||||||
Principal payment amount | € | € 7,000,000 | ||||||||||
Servier Loan [Member] | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Accrued interest paid | $ 200 | ||||||||||
Servier Loan [Member] | Mid-January 2015 Through Mid-July 2015 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate during period | 2.16% | ||||||||||
Period of interest resetting | 6 months | ||||||||||
Servier Loan [Member] | Mid-July 2015 Through Mid-January 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate during period | 2.05% | ||||||||||
Period of interest resetting | 6 months |
Long-Term Debt and Other Fina63
Long-Term Debt and Other Financings - General Electric Capital Corporation Term Loan - Additional Information (Details) | Feb. 27, 2015USD ($)$ / sharesshares | Sep. 27, 2012USD ($)$ / sharesshares | Sep. 30, 2012USD ($)Installment | Dec. 31, 2011USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Debt Instrument [Line Items] | |||||||
Repayment of principal | $ 6,128,000 | $ 5,917,000 | $ 3,125,000 | ||||
Loss on extinguishment of debt | (429,000) | ||||||
GECC Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal balance | $ 3,100,000 | $ 10,000,000 | $ 5,200,000 | ||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | shares | 39,346 | 263,158 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.54 | $ 1.14 | |||||
Exercisable period of warrants | 5 years | 5 years | |||||
Warrants expiration period | 2017-09 | 2016-12 | |||||
Increase in term loan obligation | 4,600,000 | ||||||
Amended balance of the term loan | $ 12,500,000 | ||||||
Fixed interest rate accrued (in hundredths) | 10.90% | ||||||
Periodic Payment, Principal | $ 347,222 | ||||||
Number of monthly installments | Installment | 27 | ||||||
Debt issuance costs | $ 200,000 | ||||||
Final payment fee | $ 875,000 | $ 500,000 | |||||
Estimated fair value of warrants | $ 100,000 | $ 200,000 | |||||
Prepayment premium year one (in hundredths) | 3.00% | ||||||
Prepayment premium year two (in hundredths) | 2.00% | ||||||
Prepayment premium year thereafter (in hundredths) | 1.00% | ||||||
Accrued final payment fee | $ 200,000 | ||||||
Repayment of principal | $ 5,500,000 | ||||||
Loss on extinguishment of debt | (400,000) | ||||||
Hercules Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal balance | $ 20,000,000 | ||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | shares | 181,268 | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 3.31 | ||||||
Exercisable period of warrants | 5 years | ||||||
Warrants expiration period | 2020-02 | ||||||
Debt issuance costs | $ 500,000 | ||||||
Final payment fee | 1,200,000 | ||||||
Estimated fair value of warrants | 500,000 | ||||||
Proceeds from loans | $ 20,000,000 |
Long-Term Debt and Other Fina64
Long-Term Debt and Other Financings - Hercules Term Loan - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Carrying value of the loan | $ 48,667 | $ 35,308 | |
Hercules Loan [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Sep. 1, 2018 | ||
Variable rate basis | The Hercules Term Loan has a variable interest rate that is 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%, or (ii) 9.40% | ||
Period of principal and interest amortized | 30 months | ||
Amortization of interest payments period end date | Jul. 1, 2016 | ||
Period of interest | 1 month | ||
Prepayment fee within twelve months of maturity | 3.00% | ||
Prepayment fee after twelve months but before twenty four months of maturity | 2.00% | ||
Prepayment fee after twenty four months of maturity | 1.00% | ||
Additional interest rate in case of default | 5.00% | ||
Debt issuance costs | $ 500 | ||
Final payment fee | $ 1,200 | ||
Amortization of debt discount | $ 500 | ||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 181,268 | ||
Exercise price of warrants (in dollars per share) | $ 3.31 | ||
Estimated fair value of warrants | $ 500 | ||
Exercisable period of warrants | 5 years | ||
Warrants expiration period | 2020-02 | ||
Outstanding principal balance | 20,000 | ||
Carrying value of the loan | $ 19,700 | ||
Hercules Loan [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Percentage bearing variable rate | 9.40% | ||
Prime Rate [Member] | Hercules Loan [Member] | |||
Debt Instrument [Line Items] | |||
Basis spread, addition | 9.40% | ||
Basis spread, subtraction | 7.25% |
Long-Term Debt and Other Fina65
Long-Term Debt and Other Financings - Aggregate Future Principal and Final Fee Payments of Interest Bearing Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Aggregate future principal and final fee payments of total interest bearing obligations - long-term [Abstract] | ||
2,016 | $ 9,038 | |
2,017 | 14,677 | |
2,018 | 17,879 | |
2,020 | 15,664 | |
Long-term debt including current portion, interest, final payment fee, discount and issuance cost | 57,258 | |
Less: Interest, final payment fee, discount and issuance cost | (8,591) | |
Long-term debt including current portion | 48,667 | $ 35,308 |
Less: interest bearing obligations – current | (5,910) | (19,018) |
Interest bearing obligations – non-current | $ 42,757 | $ 16,290 |
Long-Term Debt and Other Fina66
Long-Term Debt and Other Financings - Interest Expense and Amortization of Debt Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Interest expense and amortization of debt issuance costs [Abstract] | |||
Interest expense | $ 4,194 | $ 4,303 | $ 4,631 |
Hercules Loan [Member] | |||
Interest expense and amortization of debt issuance costs [Abstract] | |||
Interest expense | 2,223 | ||
Servier Loan [Member] | |||
Interest expense and amortization of debt issuance costs [Abstract] | |||
Interest expense | 1,083 | 2,330 | 2,152 |
GECC Term Loan [Member] | |||
Interest expense and amortization of debt issuance costs [Abstract] | |||
Interest expense | 548 | 1,638 | 2,064 |
Novartis Note [Member] | |||
Interest expense and amortization of debt issuance costs [Abstract] | |||
Interest expense | 329 | 312 | 362 |
Other [Member] | |||
Interest expense and amortization of debt issuance costs [Abstract] | |||
Interest expense | $ 11 | $ 23 | $ 53 |
Income Taxes - Total Provision
Income Taxes - Total Provision for Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |
Federal income tax benefit | $ (14) |
Total | $ (14) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
Increase (decrease) in the valuation allowance | $ 19,600,000 | $ 29,900,000 | $ (73,900,000) |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 8,000,000 | ||
Unrecognized tax benefits, income tax penalties or interest charged | 0 | ||
Stock Option [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Loss Carry-forwards | 5,200,000 | ||
State [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Loss Carry-forwards | 202,700,000 | ||
California [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry-forward expired | 22,400,000 | 54,300,000 | 16,800,000 |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net Operating Loss Carry-forwards | 311,500,000 | ||
Net operating loss carry-forward expired | $ 0 | $ 0 | $ 0 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between the Tax Provision Computed at the Federal Statutory Income Tax Rate and Actual Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Federal statutory income tax rate | 34.00% | 34.00% | 34.00% |
Warrant valuation | 29.00% | 40.00% | (17.00%) |
Permanent items and other | (15.00%) | (1.00%) | 0.00% |
Valuation allowance | (48.00%) | (73.00%) | (17.00%) |
Total | 0.00% | 0.00% | 0.00% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components Of Deferred Tax Assets [Abstract] | ||
Capitalized research and development expenses | $ 50,808 | $ 50,852 |
Net operating loss carryforwards | 115,869 | 105,042 |
Research and development and other credit carryforwards | 24,268 | 12,108 |
Other | 18,748 | 22,060 |
Total deferred tax assets | 209,693 | 190,062 |
Valuation allowance | $ (209,693) | $ (190,062) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning Balance | $ 5,503 | $ 4,274 | $ 4,104 |
Increase related to current year tax position | 2,687 | 720 | 164 |
Increase related to prior year tax position | 1,476 | 509 | 6 |
Ending Balance | $ 9,666 | $ 5,503 | $ 4,274 |
Compensation and Other Benefi72
Compensation and Other Benefit Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred savings plan [Abstract] | ||||
Maximum annual contribution per employee (in hundredths) | 50.00% | |||
Maximum annual contribution per employee | $ 18,000 | $ 17,500 | ||
Maximum annual contribution per employee over 50 years old | $ 24,000 | $ 23,000 | ||
Age requirement for participant to be eligible for a catch-up contribution, minimum | 50 years | 50 years | ||
Employer matching contribution percentage, maximum (in hundredths) | 50.00% | |||
Deferred savings plan expense | $ 800,000 | $ 1,000,000 | $ 900,000 | |
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 and RSUs outstanding (in shares) | 10,148,543 | |||
Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Non Executive Employee | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
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). | |||
Additional disclosures [Abstract] | ||||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | |||
Threshold years required for retirement age | 70 years | |||
Options exercised, aggregate intrinsic value | $ 400,000 | $ 2,900,000 | $ 1,700,000 | |
Options outstanding, aggregate intrinsic value | $ 13,000 | |||
Options outstanding, weighted average remaining contractual term | 6 years 3 months 18 days | |||
Options exercisable, aggregate intrinsic value | $ 10,000 | |||
Options exercisable, weighted average remaining contractual term | 5 years 8 months 12 days | |||
Unrecognized compensation expense related to stock options | $ 4,800,000 | |||
Weighted average period of unrecognized compensation expense expected to be recognized | 2 years 2 months 12 days | |||
Stock options vested and expected to vest [Abstract] | ||||
Options vested and expected to vest, number of shares (in shares) | 7,486,402 | |||
Options vested and expected to vest, weighted-average exercise price (in dollars per share) | $ 6.37 | |||
Stock option activity [Roll Forward] | ||||
Exercisable at end of year (in shares) | 5,604,615 | 4,908,925 | 4,814,926 | |
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 | 1 year | |||
Additional disclosures [Abstract] | ||||
Minimum age required for employees to qualify for immediate vesting of RSUs | 55 years | |||
Threshold years required for retirement age | 70 years | |||
Weighted average period of unrecognized compensation expense expected to be recognized | 1 year 6 months | |||
Unrecognized compensation expense related to employee RSUs | $ 4,900,000 | |||
Unvested RSU activity, weighted average grant date fair value [Roll Forward] | ||||
Total grant-date fair value of RSUs, vested | $ 5,500,000 | $ 3,900,000 | $ 1,600,000 | |
Restricted Stock Units (RSUs) [Member] | Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Restricted Stock Units (RSUs) [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2015 ESPP [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage related to employees to purchase shares at the lower fair market value at offering period | 85.00% | |||
Common stock reserved for future issuance (in shares) | 300,000 | |||
Percentage of compensation of eligible employees to purchase shares of entity common stock at discount through payroll deductions | 10.00% | |||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage related to employees to purchase shares at the lower fair market value at offering period | 95.00% | |||
Shares authorized for issuance (in shares) | 233,333 | |||
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% | |||
1998 and 2015 Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares purchased (in shares) | 120,595 | 17,702 | 15,262 | |
Net payroll deductions to acquire shares | $ 170,000 | $ 74,000 | $ 60,000 | |
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). | |||
Deferred savings plan [Abstract] | ||||
Shares available for grant | 3,935,778 | |||
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 | |||
Deferred savings plan [Abstract] | ||||
Additional shares authorized for issuance (in shares) | 5,350,000 | |||
Reducing shares from number of available shares (in shares) | 1.18 |
Compensation and Other Benefi73
Compensation and Other Benefit Plans - Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options activity, weighted average exercise price [Roll Forward] | |||
Weighted average grant date fair value (in dollars per share) | $ 2.60 | $ 4.49 | $ 2.27 |
Stock Options [Member] | |||
Stock option activity [Roll Forward] | |||
Outstanding at beginning of year (in shares) | 7,702,309 | 7,216,041 | 6,788,383 |
Granted (in shares) | 1,797,222 | 1,891,989 | 1,168,203 |
Exercised (in shares) | (163,663) | (915,911) | (589,355) |
Forfeited, expired or cancelled (in shares) | (1,645,571) | (489,810) | (151,190) |
Outstanding at end of year (in shares) | 7,690,297 | 7,702,309 | 7,216,041 |
Exercisable at end of year (in shares) | 5,604,615 | 4,908,925 | 4,814,926 |
Stock options activity, weighted average exercise price [Roll Forward] | |||
Outstanding at beginning of year (in dollars per share) | $ 8.15 | $ 8.42 | $ 8.99 |
Granted (in dollars per share) | 3.78 | 6.69 | 3.13 |
Exercised (in dollars per share) | 1.89 | 3.91 | 2.26 |
Forfeited, expired or cancelled (in dollars per share) | 12.51 | 14.36 | 17.46 |
Outstanding at end of year (in dollars per share) | 6.33 | 8.15 | 8.42 |
Exercisable at end of year (in dollars per share) | $ 6.93 | $ 9.98 | $ 11.14 |
Compensation and Other Benefi74
Compensation and Other Benefit Plans - Unvested RSU Activity (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Unvested RSU activity [Roll Forward] | |
Unvested balance beginning of period (in shares) | shares | 1,953,879 |
Granted (in shares) | shares | 2,113,432 |
Vested (in shares) | shares | (1,184,147) |
Forfeited (in shares) | shares | (757,403) |
Unvested balance end of period (in shares) | shares | 2,125,761 |
Unvested RSU activity, weighted average grant date fair value [Roll Forward] | |
Unvested balance, beginning of period (in dollars per share) | $ / shares | $ 5.46 |
Granted (in dollars per share) | $ / shares | 3.25 |
Vested (in dollars per share) | $ / shares | 4.64 |
Forfeited (in dollars per share) | $ / shares | 4.48 |
Unvested balance, end of period (in dollars per share) | $ / shares | $ 4.07 |
Compensation and Other Benefi75
Compensation and Other Benefit Plans - Weighted Average Assumptions (Details) - Stock Options [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock-based awards weighted average assumptions [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 84.00% | 92.00% | 92.00% |
Risk-free interest rate | 1.40% | 1.72% | 0.89% |
Expected term | 5 years 7 months 6 days | 5 years 7 months 6 days | 5 years 7 months 6 days |
Compensation and Other Benefi76
Compensation and Other Benefit Plans - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 9,727 | $ 10,772 | $ 5,099 |
Research and Development [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 5,022 | 5,557 | 2,358 |
Selling, General and Administrative [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 4,705 | $ 5,215 | $ 2,741 |
Net Loss per Share of Common 77
Net Loss per Share of Common Stock - Outstanding securities considered anti-dilutive (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,221 | 8,739 | 22,926 |
Common Stock Options and RSUs [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 11,011 | 6,666 | 7,087 |
Warrants for Common Stock [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,210 | 2,073 | 15,839 |
Net Loss per Share of Common 78
Net Loss per Share of Common Stock - Reconciliation of the numerators and denominators used in calculating basic and diluted net loss per share of common stock (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Numerator [Abstract] | |||
Net loss, Basic | $ (20,606) | $ (38,301) | $ (124,058) |
Adjustment for revaluation of contingent warrant liabilities | (39,512) | ||
Net loss, Diluted | $ (20,606) | $ (77,813) | $ (124,058) |
Denominator [Abstract] | |||
Weighted average shares outstanding used for basic net loss per share (in shares) | 117,803 | 107,435 | 86,938 |
Effect of dilutive warrants (in shares) | 7,898 | ||
Weighted average shares outstanding and dilutive securities used for diluted net loss per share (in shares) | 117,803 | 115,333 | 86,938 |
Capital Stock (Details)
Capital Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2015 | Dec. 08, 2014 | Sep. 27, 2012 | Feb. 28, 2015 | Dec. 31, 2013 | Aug. 31, 2013 | Sep. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2010 | Jun. 30, 2009 | Dec. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 18, 2013 | Aug. 23, 2013 |
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Offering price (in dollars per share) | $ 4.94 | |||||||||||||||||
Warrant outstanding (in shares) | 18,165,000 | 21,768,000 | ||||||||||||||||
Capital units issued upon the underwriters 30-day over-allotment option (in shares) | 1,425,000 | |||||||||||||||||
Proceeds from issuance of common stock | $ 481 | $ 41,442 | $ 84,338 | |||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | $ 3,552 | $ 2,526 | $ 6,171 | |||||||||||||||
Hercules Loan [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 3.31 | |||||||||||||||||
Exercisable period of warrants | 5 years | |||||||||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 181,268 | |||||||||||||||||
Fair value of warrant liability | $ 500 | |||||||||||||||||
General Electric Capital Corporation Term Loan [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 3.54 | $ 1.14 | ||||||||||||||||
Exercisable period of warrants | 5 years | 5 years | ||||||||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 39,346 | 263,158 | ||||||||||||||||
Fair value of warrant liability | $ 100 | $ 200 | ||||||||||||||||
Five Year Warrants Issued in February 2015 [Member] | Hercules Loan [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 3.31 | |||||||||||||||||
Exercisable period of warrants | 5 years | |||||||||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 181,268 | |||||||||||||||||
Two Year Warrants Issued in December 2014 [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Warrant outstanding (in shares) | 8,097,165 | 8,097,165 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 7.90 | |||||||||||||||||
Warrant term | 2 years | |||||||||||||||||
Fair value of warrant liability | $ 10,300 | $ 3,000 | $ 5,200 | |||||||||||||||
Gain (loss) on revaluation of warrant liability | $ 2,200 | |||||||||||||||||
Five Year Warrants Issued in September 2012 [Member] | General Electric Capital Corporation Term Loan [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 3.54 | |||||||||||||||||
Exercisable period of warrants | 5 years | |||||||||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 39,346 | |||||||||||||||||
Five Year Warrants Issued in March 2012 [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Warrant outstanding (in shares) | 14,834,577 | 9,585,153 | 12,109,418 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.76 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Fair value of warrant liability | $ 7,500 | $ 26,700 | ||||||||||||||||
Gain (loss) on revaluation of warrant liability | $ 13,400 | |||||||||||||||||
Warrants exercise (in shares) | 2,524,265 | |||||||||||||||||
Cashless exercise of warrants (in shares) | 2,523,515 | |||||||||||||||||
Exercise of warrants (in shares) | 1,410,474 | |||||||||||||||||
Gain (loss) on revaluation of warrant liability related to exercised warrants | $ 2,200 | |||||||||||||||||
Reclassification of contingent warrant liability to equity upon exercise of warrants | $ 3,600 | |||||||||||||||||
Five Year Warrants Issued in December 2011 [Member] | General Electric Capital Corporation Term Loan [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 1.14 | |||||||||||||||||
Exercisable period of warrants | 5 years | |||||||||||||||||
Aggregate number of unregistered shares of common stock called by warrants (in shares) | 263,158 | |||||||||||||||||
Five Year Warrants Issued in February 2010 [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Warrant outstanding (in shares) | 1,260,000 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 10.50 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Warrants Issued to Private Investors [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Warrant outstanding (in shares) | 347,826 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 19.50 | |||||||||||||||||
Warrant term | 5 years | |||||||||||||||||
Underwritten Offering [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Common stock per capital unit (in shares) | 1 | |||||||||||||||||
Gross proceeds from issuance of capital units | $ 40,000 | $ 57,400 | $ 31,600 | |||||||||||||||
Offering expense | $ 2,300 | $ 3,800 | $ 2,200 | |||||||||||||||
Immediate term for warrants exercisable (in years) | 2 years | |||||||||||||||||
Warrant outstanding (in shares) | 8,097,165 | |||||||||||||||||
Exercise price of warrants (in dollars per share) | $ 7.90 | |||||||||||||||||
Capital units issued (in shares) | 10,925,000 | 8,736,187 | ||||||||||||||||
Capital units issued upon the underwriters 30-day over-allotment option (in shares) | 1,139,502 | |||||||||||||||||
Period to purchase additional stock | 30 days | 30 days | ||||||||||||||||
Purchase price of capital units (in dollars per share) | $ 5.25 | $ 3.62 | ||||||||||||||||
2011 ATM Agreement [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Sale of shares of common stock (in shares) | 0 | 7,572,327 | ||||||||||||||||
Proceeds from issuance of common stock | $ 500 | $ 14,600 | ||||||||||||||||
2015 ATM Agreement [Member] | ||||||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||||||
Sale of shares of common stock (in shares) | 0 | |||||||||||||||||
Sales commission paid per transaction (in hundredths) | 3.00% |
Capital Stock - Summary of Comm
Capital Stock - Summary of Common Stock Warrants Outstanding (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2012 | Feb. 28, 2010 | |
Class Of Warrant Or Right [Line Items] | ||||
Warrant outstanding (in shares) | 18,165,000 | 21,768,000 | ||
Five Year Warrants Issued in February 2010 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 10.50 | |||
Warrant outstanding (in shares) | 1,260,000 | |||
Five Year Warrants Issued in February 2010 [Member] | Warrant Liabilities [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issuance Date | 2010-02 | |||
Expiration Date | 2015-02 | |||
Exercise price of warrants (in dollars per share) | $ 10.50 | |||
Warrant outstanding (in shares) | 1,260,000 | |||
Five Year Warrants Issued in December 2011 [Member] | Stockholders' Equity [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issuance Date | 2011-12 | |||
Expiration Date | 2016-12 | |||
Exercise price of warrants (in dollars per share) | $ 1.14 | |||
Warrant outstanding (in shares) | 263,000 | 263,000 | ||
Five Year Warrants Issued in March 2012 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 1.76 | |||
Warrant outstanding (in shares) | 9,585,153 | 12,109,418 | 14,834,577 | |
Five Year Warrants Issued in March 2012 [Member] | Warrant Liabilities [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issuance Date | 2012-03 | |||
Expiration Date | 2017-03 | |||
Exercise price of warrants (in dollars per share) | $ 1.76 | |||
Warrant outstanding (in shares) | 9,585,000 | 12,109,000 | ||
Five Year Warrants Issued in September 2012 [Member] | Stockholders' Equity [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issuance Date | 2012-09 | |||
Expiration Date | 2017-09 | |||
Exercise price of warrants (in dollars per share) | $ 3.54 | |||
Warrant outstanding (in shares) | 39,000 | 39,000 | ||
Two Year Warrants Issued in December 2014 [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise price of warrants (in dollars per share) | $ 7.90 | |||
Warrant outstanding (in shares) | 8,097,165 | 8,097,165 | ||
Two Year Warrants Issued in December 2014 [Member] | Warrant Liabilities [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issuance Date | 2014-12 | |||
Expiration Date | 2016-12 | |||
Exercise price of warrants (in dollars per share) | $ 7.90 | |||
Warrant outstanding (in shares) | 8,097,000 | 8,097,000 | ||
Five Year Warrants Issued in February 2015 [Member] | Stockholders' Equity [Member] | ||||
Class Of Warrant Or Right [Line Items] | ||||
Issuance Date | 2015-02 | |||
Expiration Date | 2020-02 | |||
Exercise price of warrants (in dollars per share) | $ 3.31 | |||
Warrant outstanding (in shares) | 181,000 |
Legal Proceedings, Commitment81
Legal Proceedings, Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)BuildingRenewalOption | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Commitments And Contingencies [Line Items] | |||
Estimate of milestone payments | $ 57.7 | ||
Operating leases, number of successive renewal options | RenewalOption | 2 | ||
Operating leases, extended lease term | 5 years | ||
Operating leases, total rental expense | $ 3.7 | $ 3.5 | $ 3.5 |
Capital leases, lease term | 3 years | ||
Agenus West, LLC [Member] | |||
Commitments And Contingencies [Line Items] | |||
Operating leases, sublease commencement date | Dec. 31, 2015 | ||
Operating leases, sublease expiration date | Dec. 31, 2016 | ||
Operating leases sublease income | $ 0.3 | ||
Operating leases, number of portions of leased buildings | Building | 2 |
Legal Proceedings, Commitment82
Legal Proceedings, Commitments and Contingencies - Future Minimum Lease Commitments (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Estimated future minimum lease commitments [Abstract] | |
2,016 | $ 3,631 |
2,017 | 3,732 |
2,018 | 3,842 |
2,019 | 3,956 |
2,020 | 4,060 |
Thereafter | 6,794 |
Total minimum lease payments | $ 26,015 |
Legal Proceedings, Commitment83
Legal Proceedings, Commitments and Contingencies - Schedule of Future Minimum Lease Payments Due under Capital Lease Obligation (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Estimated future minimum lease commitments [Abstract] | |
2,016 | $ 131 |
2,017 | 116 |
2,018 | 72 |
Total capital lease obligations | 319 |
Less: amount representing interest | (37) |
Present value of net minimum capital lease payments | 282 |
Less: current portion | (109) |
Total noncurrent capital lease obligations | $ 173 |
Concentration of Risk, Segmen84
Concentration of Risk, Segment and Geographic Information - Additional Information 1 (Details) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | 1 | 2 | 3 |
Revenues [Member] | Customer 1 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 67.00% | 51.00% | 43.00% |
Revenues [Member] | Customer 2 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 28.00% | 26.00% | |
Revenues [Member] | Customer 3 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 20.00% | ||
Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Number of major customers | 4 | 3 | |
Accounts Receivable [Member] | Customer 1 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 39.00% | 44.00% | |
Accounts Receivable [Member] | Customer 2 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 25.00% | 34.00% | |
Accounts Receivable [Member] | Customer 3 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 18.00% | 12.00% | |
Accounts Receivable [Member] | Customer 4 [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage (in hundredths) | 10.00% |
Concentration of Risk, Segmen85
Concentration of Risk, Segment and Geographic Information - Additional Information 2 (Details) | 12 Months Ended |
Dec. 31, 2015Segment | |
Concentration Of Risk Segment And Geographic Information [Abstract] | |
Number of operating segments | 1 |
Concentration of Risk, Segmen86
Concentration of Risk, Segment and Geographic Information - Revenue by Geographical Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2015 | [1] | Sep. 30, 2015 | [1] | Jun. 30, 2015 | [1] | Mar. 31, 2015 | [1] | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Revenues | $ 48,183 | $ 2,074 | $ 2,539 | $ 2,651 | $ 4,347 | $ 5,136 | $ 5,973 | $ 3,410 | $ 55,447 | $ 18,866 | $ 35,451 | ||||
United States [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Revenues | 10,685 | 11,756 | 19,955 | ||||||||||||
Europe [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Revenues | 44,662 | 5,510 | 15,396 | ||||||||||||
Asia Pacific [Member] | |||||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||||||
Revenues | $ 100 | $ 1,600 | $ 100 | ||||||||||||
[1] | In the fourth quarter of 2015, the total revenues include upfront and milestone payments relating to various out-licensing arrangements, including a $37.0 million upfront payment from Novartis, a $5.0 million upfront payment from Novo Nordisk and a $3.8 million payment from Pfizer. |
Quarterly Financial Informati87
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Total revenues | $ 48,183 | [1] | $ 2,074 | [1] | $ 2,539 | [1] | $ 2,651 | [1] | $ 4,347 | $ 5,136 | $ 5,973 | $ 3,410 | $ 55,447 | $ 18,866 | $ 35,451 | |||||
Restructuring costs | (1,138) | (2,561) | (84) | (3,699) | (84) | (328) | ||||||||||||||
Operating costs and expenses | (18,305) | (23,191) | (24,752) | (25,224) | (23,475) | [2] | (25,589) | [2] | (24,750) | [2] | (26,800) | [2] | (95,171) | (100,698) | (93,656) | |||||
Loss from operations | 28,740 | (23,678) | (22,213) | (22,573) | (19,128) | (20,453) | (18,777) | (23,474) | (39,724) | (81,832) | (58,205) | |||||||||
Other income (expense), net | [3] | (3,389) | 23,198 | (1,546) | 855 | 11,810 | 6,054 | 6,880 | 18,787 | |||||||||||
Net loss | $ 25,351 | $ (480) | $ (23,759) | $ (21,718) | $ (7,318) | $ (14,399) | $ (11,897) | $ (4,687) | $ (20,606) | $ (38,301) | $ (124,058) | |||||||||
Basic net (loss) income per share of common stock | $ 0.21 | $ 0 | $ (0.20) | $ (0.19) | $ (0.07) | $ (0.13) | $ (0.11) | $ (0.04) | $ (0.17) | $ (0.36) | $ (1.43) | |||||||||
Diluted net (loss) income per share of common stock | $ 0.21 | [4] | $ 0 | [4] | $ (0.20) | [4] | $ (0.19) | [4] | $ (0.12) | $ (0.17) | $ (0.17) | $ (0.21) | $ (0.17) | $ (0.67) | $ (1.43) | |||||
[1] | In the fourth quarter of 2015, the total revenues include upfront and milestone payments relating to various out-licensing arrangements, including a $37.0 million upfront payment from Novartis, a $5.0 million upfront payment from Novo Nordisk and a $3.8 million payment from Pfizer. | |||||||||||||||||||
[2] | 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. | |||||||||||||||||||
[3] | Fluctuations in 2015 and 2014 primarily relate to (losses) gains on the revaluation of the contingent warrant liabilities and a $3.5 million gain from the sale of the Company’s manufacturing facility during the three months ended December 31, 2015 (see Note 6). | |||||||||||||||||||
[4] | For the quarter ended December 31, 2015, the Company’s diluted net income per share of common stock was computed by giving effect to all potentially dilutive common stock equivalents outstanding during the period |
Quarterly Financial Informati88
Quarterly Financial Information (unaudited) (Parenthetical) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | |
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Gain on sale of business | $ 3,505 | ||
Restatement Adjustment [Member] | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Decrease to operating expenses | $ (1,600) | ||
Decrease to net loss | $ (1,600) | ||
Decrease to basic loss per share (in dollar per shares) | $ (0.01) | ||
Decrease to diluted loss per share (in dollar per shares) | $ (0.02) | ||
Manufacturing Facility in Berkeley, California [Member] | Other Income (Expense), Net [Member] | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Gain on sale of business | $ 3,500 | ||
Novartis [Member] | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Upfront payment received | 37,000 | ||
Novo Nordisk [Member] | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Upfront payment received | 5,000 | ||
Pfizer [Member] | |||
Error Corrections And Prior Period Adjustments Restatement [Line Items] | |||
Upfront payment received | $ 3,800 |