Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2013 | Oct. 31, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'VERTEX PHARMACEUTICALS INC / MA | ' |
Entity Central Index Key | '0000875320 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 233,756,871 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Revenues: | ' | ' | ' | ' |
Product revenues, net | $186,653 | $303,501 | $708,823 | $1,052,149 |
Royalty revenues | 27,012 | 25,586 | 119,705 | 98,047 |
Collaborative revenues | 8,035 | 6,919 | 32,290 | 42,852 |
Total revenues | 221,700 | 336,006 | 860,818 | 1,193,048 |
Costs and expenses: | ' | ' | ' | ' |
Cost of product revenues | 20,048 | 30,680 | 75,698 | 161,147 |
Royalty expenses | 7,291 | 7,856 | 32,315 | 31,023 |
Research and development expenses | 228,624 | 200,161 | 669,174 | 593,076 |
Sales, general and administrative expenses | 87,754 | 97,684 | 287,154 | 326,344 |
Restructuring expense | 12,048 | 696 | 12,863 | 1,650 |
Intangible asset impairment charge | 0 | 0 | 412,900 | 0 |
Total costs and expenses | 355,765 | 337,077 | 1,490,104 | 1,113,240 |
Income (loss) from operations | -134,065 | -1,071 | -629,286 | 79,808 |
Other income (expense), net | 4,652 | -4,041 | -6,578 | -11,417 |
Income (loss) before provision for (benefit from) income taxes | -129,413 | -5,112 | -635,864 | 68,391 |
Provision for (benefit from) income taxes | -751 | 21,355 | -132,863 | 41,450 |
Net income (loss) | -128,662 | -26,467 | -503,001 | 26,941 |
Net loss (income) attributable to noncontrolling Interest (Alios) | 4,530 | -31,076 | 13,688 | -57,825 |
Net income (loss) attributable to Vertex | ($124,132) | ($57,543) | ($489,313) | ($30,884) |
Net income (loss) per share attributable to Vertex common shareholders: | ' | ' | ' | ' |
Basic (usd per share) | ($0.54) | ($0.27) | ($2.20) | ($0.15) |
Diluted (usd per share) | ($0.54) | ($0.27) | ($2.20) | ($0.15) |
Shares used in per share calculations: | ' | ' | ' | ' |
Basic (shares) | 230,505 | 213,767 | 222,764 | 211,053 |
Diluted (shares) | 230,505 | 213,767 | 222,764 | 211,053 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Net income (loss) | ($128,662) | ($26,467) | ($503,001) | $26,941 |
Changes in other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized holding gains (losses) on marketable securities, net of tax | 166 | 69 | 7 | 324 |
Foreign currency translation adjustment | 514 | 188 | -7 | 313 |
Total changes in other comprehensive income (loss) | 680 | 257 | 0 | 637 |
Comprehensive income (loss) | -127,982 | -26,210 | -503,001 | 27,578 |
Comprehensive loss (income) attributable to noncontrolling interest (Alios) | 4,530 | -31,076 | 13,688 | -57,825 |
Comprehensive income (loss) attributable to Vertex | ($123,452) | ($57,286) | ($489,313) | ($30,247) |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $583,181 | [1] | $489,407 | [1] |
Marketable securities, available for sale | 839,469 | [1] | 831,808 | [1] |
Restricted cash and cash equivalents (Alios) | 51,059 | [1] | 69,983 | [1] |
Accounts receivable, net | 120,281 | [1] | 143,250 | [1] |
Inventories | 13,537 | [1] | 30,464 | [1] |
Prepaid expenses and other current assets | 41,104 | [1] | 24,673 | [1] |
Total current assets | 1,648,631 | [1] | 1,589,585 | [1] |
Restricted cash | 127 | [1] | 31,934 | [1] |
Property and equipment, net | 648,924 | [1] | 433,609 | [1] |
Intangible assets | 250,600 | [1] | 663,500 | [1] |
Goodwill | 30,992 | [1] | 30,992 | [1] |
Other assets | 3,474 | [1] | 9,668 | [1] |
Total assets | 2,582,748 | [1] | 2,759,288 | [1] |
Current liabilities: | ' | ' | ||
Accounts payable | 51,533 | [1] | 101,292 | [1] |
Accrued expenses | 280,848 | [1] | 264,884 | [1] |
Deferred revenues, current portion | 31,007 | [1] | 27,566 | [1] |
Accrued restructuring expense, current portion | 9,858 | [1] | 4,758 | [1] |
Capital lease obligations, current portion | 14,429 | [1] | 13,707 | [1] |
Other liabilities, current portion | 21,824 | [1] | 20,417 | [1] |
Total current liabilities | 409,499 | [1] | 432,624 | [1] |
Deferred revenues, excluding current portion | 77,354 | [1] | 96,242 | [1] |
Accrued restructuring expense, excluding current portion | 16,280 | [1] | 18,570 | [1] |
Capital lease obligations, excluding current portion | 39,381 | [1] | 15,170 | [1] |
Convertible senior subordinated notes (due 2015) | 0 | [1] | 400,000 | [1] |
Deferred tax liability | 150,203 | [1] | 280,367 | [1] |
Construction financing lease obligation | 392,569 | [1] | 268,031 | [1] |
Other liabilities, excluding current portion | 10,782 | [1] | 13,902 | [1] |
Total liabilities | 1,096,068 | [1] | 1,524,906 | [1] |
Commitments and contingencies | ' | [1] | ' | [1] |
Redeemable noncontrolling interest (Alios) | 39,624 | [1] | 38,530 | [1] |
Shareholders’ equity: | ' | ' | ||
Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued and outstanding at September 30, 2013 and December 31, 2012 | 0 | [1] | 0 | [1] |
Common stock, $0.01 par value; 300,000,000 shares authorized at September 30, 2013 and December 31, 2012; 233,592,201 and 217,286,868 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 2,311 | [1] | 2,149 | [1] |
Additional paid-in capital | 5,274,307 | [1] | 4,519,448 | [1] |
Accumulated other comprehensive loss | -550 | [1] | -550 | [1] |
Accumulated deficit | -4,011,180 | [1] | -3,521,867 | [1] |
Total Vertex shareholders’ equity | 1,264,888 | [1] | 999,180 | [1] |
Noncontrolling interest (Alios) | 182,168 | [1] | 196,672 | [1] |
Total shareholders’ equity | 1,447,056 | [1] | 1,195,852 | [1] |
Total liabilities and shareholders’ equity | $2,582,748 | [1] | $2,759,288 | [1] |
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (usd per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 233,592,201 | 217,286,868 |
Common stock, shares outstanding | 233,592,201 | 217,286,868 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Shareholders' Equity and Noncontrolling Interest (USD $) | Total | Total Vertex Shareholders' Equity | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Noncontrolling Interest (Alios) | Redeemable Noncontrolling Interest (Alios) | |
In Thousands, except Share data, unless otherwise specified | |||||||||
Balance at Dec. 31, 2011 | $928,476 | $786,843 | $2,072 | $4,200,659 | ($1,053) | ($3,414,835) | $141,633 | $37,036 | |
Balance (shares) at Dec. 31, 2011 | ' | ' | 209,304,000 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized holding gains (losses) on marketable securities, net of tax | 324 | 324 | ' | ' | 324 | ' | ' | ' | |
Foreign currency translation adjustment | 313 | 313 | ' | ' | 313 | ' | ' | ' | |
Net income (loss) attributable to Vertex common shareholders | -30,884 | ' | ' | ' | ' | -30,884 | ' | ' | |
Net income (loss) | 26,941 | -30,884 | ' | ' | ' | ' | 57,825 | ' | |
Issuances of common stock: | ' | ' | ' | ' | ' | ' | ' | ' | |
Benefit plans (shares) | ' | ' | 7,038,000 | ' | ' | ' | ' | ' | |
Benefit plans | 183,022 | 182,872 | 69 | 182,803 | ' | ' | 150 | ' | |
Stock-based compensation expense | 87,537 | 87,168 | ' | 87,168 | ' | ' | 369 | ' | |
Tax benefit from equity compensation | 1,097 | 1,097 | ' | 1,097 | ' | ' | ' | ' | |
Change in liquidation value of noncontrolling interest | -1,263 | ' | ' | ' | ' | ' | -1,263 | 1,263 | |
Balance at Sep. 30, 2012 | 1,226,447 | 1,027,733 | 2,141 | 4,471,727 | -416 | -3,445,719 | 198,714 | 38,299 | |
Balance (shares) at Sep. 30, 2012 | ' | ' | 216,342,000 | ' | ' | ' | ' | ' | |
Balance at Dec. 31, 2012 | 1,195,852 | [1] | 999,180 | 2,149 | 4,519,448 | -550 | -3,521,867 | 196,672 | 38,530 |
Balance (shares) at Dec. 31, 2012 | ' | ' | 217,287,000 | ' | ' | ' | ' | ' | |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' | |
Unrealized holding gains (losses) on marketable securities, net of tax | 7 | 7 | ' | ' | 7 | ' | ' | ' | |
Foreign currency translation adjustment | -7 | -7 | ' | ' | -7 | ' | ' | ' | |
Net income (loss) attributable to Vertex common shareholders | -489,313 | ' | ' | ' | ' | -489,313 | ' | ' | |
Net income (loss) | -503,001 | -489,313 | ' | ' | ' | ' | -13,688 | ' | |
Issuances of common stock: | ' | ' | ' | ' | ' | ' | ' | ' | |
Benefit plans (shares) | ' | ' | 8,029,000 | ' | ' | ' | ' | ' | |
Benefit plans | 248,216 | 248,286 | 79 | 248,207 | ' | ' | -70 | ' | |
Convertible senior subordinated notes (due 2015) conversion | ' | ' | 8,276,000 | ' | ' | ' | ' | ' | |
Stock Issued During Period, Value, Conversion of Convertible Securities | 402,265 | 402,265 | 83 | 402,182 | ' | ' | ' | ' | |
Stock-based compensation expense | 104,818 | 104,470 | ' | 104,470 | ' | ' | 348 | ' | |
Change in liquidation value of noncontrolling interest | -1,094 | ' | ' | ' | ' | ' | -1,094 | 1,094 | |
Balance at Sep. 30, 2013 | $1,447,056 | [1] | $1,264,888 | $2,311 | $5,274,307 | ($550) | ($4,011,180) | $182,168 | $39,624 |
Balance (shares) at Sep. 30, 2013 | ' | ' | 233,592,000 | ' | ' | ' | ' | ' | |
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities: | ' | ' | |
Net income (loss) | ($503,001) | $26,941 | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | |
Depreciation and amortization expense | 30,734 | 25,818 | |
Stock-based compensation expense | 103,933 | 86,649 | |
Other non-cash based compensation expense | 5,856 | 8,070 | |
Intangible asset impairment charge | 412,900 | 0 | |
Deferred income taxes | -130,164 | 35,759 | |
Asset impairment charges | 6,650 | 0 | |
Write-down of inventories to net realizable value | 10,358 | 78,000 | |
Other non-cash items, net | -1,393 | -304 | |
Changes in operating assets and liabilities: | ' | ' | |
Accounts receivable, net | 20,737 | 43,538 | |
Inventories | -5,212 | 32,419 | |
Prepaid expenses and other current assets | -16,477 | -22,698 | |
Accounts payable | -46,005 | 1,359 | |
Accrued expenses and other liabilities | 32,872 | 12,027 | |
Excess tax benefit from share-based payment arrangements | 0 | 1,097 | |
Accrued restructuring expense | 2,810 | -2,158 | |
Deferred revenues | -15,447 | -32,203 | |
Net cash provided by (used in) operating activities | -80,425 | 227,282 | |
Cash flows from investing activities: | ' | ' | |
Purchases of marketable securities | -1,850,015 | -1,309,044 | |
Sales and maturities of marketable securities | 1,842,361 | 941,314 | |
Expenditures for property and equipment | -36,922 | -43,094 | |
Decrease in restricted cash and cash equivalents | 31,807 | 1,923 | |
Decrease (increase) in restricted cash and cash equivalents (Alios) | 18,924 | -23,075 | |
Decrease (increase) in other assets | -1,094 | 997 | |
Net cash provided by (used in) investing activities | 7,249 | -432,973 | |
Cash flows from financing activities: | ' | ' | |
Excess tax benefit from share-based payment arrangements | 0 | 1,097 | |
Issuances of common stock from employee benefit plans | 242,360 | 174,950 | |
Payments to redeem secured notes (due 2015) | -158 | 0 | |
Payments on capital lease obligations | -14,601 | -2,408 | |
Payments on construction financing lease obligation | -63,242 | -6,272 | |
Net cash provided by (used in) financing activities | 164,359 | 167,367 | |
Effect of changes in exchange rates on cash | 2,591 | -110 | |
Net increase (decrease) in cash and cash equivalents | 93,774 | -38,434 | |
Cash and cash equivalents—beginning of period | 489,407 | [1] | 475,320 |
Cash and cash equivalents—end of period | 583,181 | [1] | 436,886 |
Supplemental disclosure of cash flow information: | ' | ' | |
Cash paid for interest | 6,700 | 6,700 | |
Conversion of convertible senior subordinated notes (due 2015) for common stock | 399,842 | 0 | |
Interest on converted convertible senior subordinated notes (due 2015) offset to additional paid-in capital | 6,700 | 0 | |
Unamortized debt issuance costs of converted convertible subordinated notes (due 2015) offset to additional paid-in capital | 4,230 | 0 | |
Capitalization of construction in-process related to construction financing lease obligation | 176,484 | 167,996 | |
Assets acquired under capital lease | $38,520 | $27,552 | |
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Basis_of_Presentation_and_Acco
Basis of Presentation and Accounting Policies | 3 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation and Accounting Policies | ' |
Basis of Presentation and Accounting Policies | |
Basis of Presentation | |
The accompanying condensed consolidated financial statements are unaudited and have been prepared by Vertex Pharmaceuticals Incorporated ("Vertex" or the "Company") in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |
The condensed consolidated financial statements reflect the operations of (i) the Company, (ii) its wholly-owned subsidiaries and (iii) Alios BioPharma, Inc. (“Alios”), a collaborator that is a variable interest entity (a “VIE”) for which the Company is deemed under applicable accounting guidance to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. The Company operates in one segment, pharmaceuticals. | |
Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods ended September 30, 2013 and 2012. | |
The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2012, which are contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 that was filed with the Securities and Exchange Commission (the "SEC") on March 1, 2013 (the "2012 Annual Report on Form 10-K"). | |
Use of Estimates and Summary of Significant Accounting Policies | |
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. Significant estimates in these condensed consolidated financial statements have been made in connection with the calculation of revenues, inventories, research and development expenses, stock-based compensation expense, restructuring expense, the fair value of intangible assets, noncontrolling interest (Alios) and the income tax provision. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. | |
The Company's significant accounting policies are described in Note A, "Nature of Business and Accounting Policies," in the 2012 Annual Report on Form 10-K. | |
Recent Accounting Pronouncements | |
For a discussion of recent accounting pronouncements please refer to Note A, "Nature of Business and Accounting Policies—Recent Accounting Pronouncements," in the 2012 Annual Report on Form 10-K. The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2013 that had a material effect on the Company's condensed consolidated financial statements. |
Product_Revenues_Net
Product Revenues, Net | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Product Revenues [Abstract] | ' | |||||||||||||||||||
Product Revenues, Net | ' | |||||||||||||||||||
Product Revenues, Net | ||||||||||||||||||||
The Company sells its products principally to a limited number of major and selected regional wholesalers and specialty pharmacy providers in North America as well as government-owned and supported customers in Europe (collectively, its “Customers”). The Company's Customers in North America subsequently resell the products to patients and health care providers. The Company recognizes net revenues from product sales upon delivery as long as (i) there is persuasive evidence that an arrangement exists between the Company and the Customer, (ii) collectibility is reasonably assured and (iii) the price is fixed or determinable. | ||||||||||||||||||||
In order to conclude that the price is fixed or determinable, the Company must be able to (i) calculate its gross product revenues from sales to Customers and (ii) reasonably estimate its net product revenues upon delivery to its Customer's locations. The Company calculates gross product revenues based on the price that the Company charges its Customers. The Company estimates its net product revenues by deducting from its gross product revenues (a) trade allowances, such as invoice discounts for prompt payment and customer fees, (b) estimated government and private payor rebates, chargebacks and discounts, (c) estimated reserves for expected product returns and (d) estimated costs of incentives offered to certain indirect customers, including patients. These estimates, and in particular estimates regarding INCIVEK net product revenues while they decline, require the Company to make significant estimates and judgments that materially affect the Company's recognition of net product revenues. | ||||||||||||||||||||
The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2013: | ||||||||||||||||||||
Trade | Rebates, | Product | Other | Total | ||||||||||||||||
Allowances | Chargebacks | Returns | Incentives | |||||||||||||||||
and Discounts | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Balance at December 31, 2012 | $ | 5,416 | $ | 63,560 | $ | 2,852 | $ | 3,565 | $ | 75,393 | ||||||||||
Provision related to current period sales | 26,584 | 155,269 | 3,687 | 8,161 | 193,701 | |||||||||||||||
Adjustments related to prior period sales | 348 | 4,433 | 11,125 | (228 | ) | 15,678 | ||||||||||||||
Credits/payments made | (29,960 | ) | (153,035 | ) | (3,649 | ) | (9,641 | ) | (196,285 | ) | ||||||||||
Balance at September 30, 2013 | $ | 2,388 | $ | 70,227 | $ | 14,015 | $ | 1,857 | $ | 88,487 | ||||||||||
Collaborative_Arrangements
Collaborative Arrangements | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Collaborative Arrangements | ' | |||||||||||||||
Collaborative Arrangements | ' | |||||||||||||||
Collaborative Arrangements | ||||||||||||||||
Janssen Pharmaceutica, N.V. | ||||||||||||||||
In 2006, the Company entered into a collaboration agreement with Janssen Pharmaceutica, N.V. ("Janssen") for the development, manufacture and commercialization of telaprevir, which Janssen began marketing under the brand name INCIVO in certain of its territories in September 2011. Under the collaboration agreement, Janssen agreed to be responsible for 50% of the drug development costs incurred under the development program for the parties’ territories (North America for the Company, and the rest of the world, other than specified countries in Asia, for Janssen) and has exclusive rights to commercialize telaprevir in its territories including Europe, South America, the Middle East, Africa and Australia. | ||||||||||||||||
Janssen pays the Company a tiered royalty averaging in the mid-20% range as a percentage of net sales of INCIVO in Janssen’s territories. Janssen is required under the agreement to use diligent efforts to maximize net sales of INCIVO in its territories through its commercial marketing, pricing and contracting strategies. Janssen is responsible for certain third-party royalties on net sales of INCIVO in its territories. | ||||||||||||||||
Janssen made a $165.0 million up-front license payment to the Company in 2006. The up-front license payment is being amortized over the Company’s estimated period of performance under the collaboration agreement. As of September 30, 2013, there were $34.2 million in deferred revenues related to this up-front license payment that the Company expects to recognize over the remaining estimated period of performance. The Company's estimates regarding the period of performance under the Janssen agreement have changed in the past, and due to the evolving nature of the landscape for treatments for HCV infection, the estimated period of performance may change in the future. | ||||||||||||||||
Under the collaboration agreement, Janssen agreed to make contingent milestone payments for successful development, approval and launch of telaprevir as a product in its territories. At the inception of the agreement, the Company determined that all of these contingent milestones were substantive and would result in revenues in the period in which the milestone was achieved. The Company has earned $350.0 million of these contingent milestone payments and does not expect to receive any further milestone payments under this agreement. | ||||||||||||||||
Under the Janssen collaboration agreement, each party incurs internal and external reimbursable expenses related to the telaprevir development program and is reimbursed by the other party for 50% of these expenses. The Company recognizes the full amount of the reimbursable costs it incurs as research and development expenses on its condensed consolidated statements of operations. The Company recognizes the amounts that Janssen is obligated to pay the Company with respect to reimbursable expenses, net of reimbursable expenses incurred by Janssen, as collaborative revenues. In the three and nine months ended September 30, 2013, the Company incurred more reimbursable costs than Janssen, and the net amounts payable by Janssen to reimburse the Company were recorded as collaborative revenues. | ||||||||||||||||
Each of the parties is responsible for drug supply in its territories. During the nine months ended September 30, 2013 and 2012, the Company provided Janssen certain services through the Company’s third-party manufacturing network for telaprevir. Reimbursements from Janssen for these manufacturing services were recorded as collaborative revenues. | ||||||||||||||||
Janssen may terminate the collaboration agreement upon the later of (i) one year’s advance notice and (ii) such period as may be required to assign and transfer to the Company specified filings and approvals. The agreement also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the agreement will continue in effect until the expiration of Janssen’s royalty obligations, which expire on a country-by-country basis on the later of (a) the last-to-expire patent covering INCIVO or (b) ten years after the first commercial sale in the country. In the European Union, the Company has a patent covering the composition-of-matter of INCIVO that expires in 2026. | ||||||||||||||||
During the three and nine months ended September 30, 2013 and 2012, the Company recognized the following revenues attributable to the Janssen collaboration: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Royalty revenues (INCIVO) | $ | 20,994 | $ | 19,957 | $ | 104,108 | $ | 80,811 | ||||||||
Collaborative revenues: | ||||||||||||||||
Amortized portion of up-front payment | $ | 3,107 | $ | 3,107 | $ | 9,321 | $ | 9,321 | ||||||||
Net reimbursement (payment) for telaprevir development costs | 1,413 | (503 | ) | 1,422 | (2,569 | ) | ||||||||||
Reimbursement for manufacturing services | — | — | 10,299 | 4,449 | ||||||||||||
Total collaborative revenues attributable to the Janssen collaboration | $ | 4,520 | $ | 2,604 | $ | 21,042 | $ | 11,201 | ||||||||
Total revenues attributable to the Janssen collaboration | $ | 25,514 | $ | 22,561 | $ | 125,150 | $ | 92,012 | ||||||||
Mitsubishi Tanabe Pharma Corporation | ||||||||||||||||
The Company has a collaboration agreement (the “MTPC Agreement”) with Mitsubishi Tanabe Pharma Corporation ("Mitsubishi Tanabe") pursuant to which Mitsubishi Tanabe has a fully-paid license to manufacture and commercialize TELAVIC (the brand name under which Mitsubishi Tanabe is marketing telaprevir) in Japan and other specified countries in Asia. | ||||||||||||||||
The parties entered into the MTPC Agreement in 2004 and amended it in 2009. Pursuant to the MTPC Agreement, Mitsubishi Tanabe provided financial and other support for the development and commercialization of telaprevir, made a $105.0 million payment in connection with the 2009 amendment of the collaboration agreement and made a $65.0 million commercial milestone payment recognized as collaborative revenues in 2011. There are no further payments under this collaboration agreement. Mitsubishi Tanabe is responsible for its own development and manufacturing costs in its territory. | ||||||||||||||||
Mitsubishi Tanabe may terminate the MTPC Agreement at any time without cause upon 60 days’ prior written notice to the Company. The MTPC Agreement also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. Unless earlier terminated, the MTPC Agreement will continue in effect until the expiration of the last-to-expire patent covering telaprevir in Mitsubishi Tanabe's territories. In Japan, the Company has a patent covering the composition-of-matter of telaprevir that expires in 2021. | ||||||||||||||||
The $105.0 million payment that the Company received in 2009 in connection with the amendment to the MTPC Agreement was a nonrefundable, up-front license fee, and revenues related to the 2009 payment were recognized on a straight-line basis over the period of performance of the Company’s obligations under the amended agreement. The final deferred revenues related to the 2009 up-front license payment were recognized in April 2012. In connection with the amendment to the MTPC Agreement, the Company supplied manufacturing services to Mitsubishi Tanabe, until April 2012, through the Company’s third-party manufacturing network for telaprevir. | ||||||||||||||||
The Company recognized no collaborative revenues attributable to the Mitsubishi Tanabe collaboration in 2013 or the three months ended September 30, 2012, and $18.9 million in collaborative revenues attributable to the Mitsubishi Tanabe collaboration in the nine months ended September 30, 2012. | ||||||||||||||||
Cystic Fibrosis Foundation Therapeutics Incorporated | ||||||||||||||||
In April 2011, the Company entered into an amendment (the “April 2011 Amendment”) to its existing collaboration agreement with Cystic Fibrosis Foundation Therapeutics Incorporated (“CFFT”) pursuant to which CFFT agreed to provide financial support for (i) development activities for VX-661, a corrector compound discovered under the collaboration, and (ii) additional research and development activities directed at discovering new corrector compounds. | ||||||||||||||||
The Company entered into the original collaboration agreement with CFFT in 2004 and amended it several times prior to 2011 to, among other things, provide partial funding for its cystic fibrosis drug discovery and development efforts. In 2006, the Company received a $1.5 million milestone payment from CFFT. There are no additional milestones payable by CFFT to the Company pursuant to the collaboration agreement, as amended. Under the April 2011 Amendment, CFFT agreed to provide the Company with up to $75.0 million in funding over approximately five years for corrector-compound research and development activities. The Company retains the right to develop and commercialize KALYDECO (ivacaftor), lumacaftor (VX-809), VX-661 and any other compounds discovered during the course of the research collaboration with CFFT. | ||||||||||||||||
During the three and nine months ended September 30, 2013 and 2012, the Company recognized the following revenues attributable to the CFFT collaboration: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Collaborative revenues attributable to the CFFT collaboration | $ | 3,515 | $ | 4,315 | $ | 11,318 | $ | 12,772 | ||||||||
In the original agreement, as amended prior to the April 2011 Amendment, the Company agreed to pay CFFT tiered royalties calculated as a percentage, ranging from single digits to sub-teens, of annual net sales of any approved drugs discovered during the research term that ended in 2008, including KALYDECO, lumacaftor and VX-661. The April 2011 Amendment provides for a tiered royalty in the same range on net sales of corrector compounds discovered during the research term that began in 2011. In each of the third quarter of 2012 and first quarter of 2013, CFFT earned a commercial milestone payment of $9.3 million from the Company upon achievement of certain sales levels for KALYDECO. These milestones were reflected in the Company's cost of product revenues. There are no additional commercial milestone payments payable by the Company to CFFT related to sales levels for KALYDECO. The Company also is obligated to make up to two one-time commercial milestone payments to CFFT upon achievement of certain sales levels for corrector compounds such as lumacaftor or VX-661. | ||||||||||||||||
The Company began marketing KALYDECO in the United States in the first quarter of 2012 and began marketing KALYDECO in certain countries in the European Union in the third quarter of 2012. The Company has royalty obligations to CFFT for each compound commercialized pursuant to this collaboration until the expiration of patents covering that compound. The Company has patents in the United States and European Union covering the composition-of-matter of ivacaftor that expire in 2027 and 2025, respectively, subject to potential patent life extensions. CFFT may terminate its funding obligations under the collaboration, as amended, in certain circumstances, in which case there will be a proportional adjustment to the royalty rates and commercial milestone payments for certain corrector compounds. The collaboration also may be terminated by either party for a material breach by the other, subject to notice and cure provisions. | ||||||||||||||||
Alios BioPharma, Inc. | ||||||||||||||||
License and Collaboration Agreement | ||||||||||||||||
In June 2011, the Company entered into a license and collaboration agreement (the “Alios Agreement”) with Alios, a privately-held biotechnology company. The Company and Alios are collaborating on the research, development and commercialization of an HCV nucleotide analogue discovered by Alios, ALS-2200 (now formulated as VX-135), which is designed to act on the HCV polymerase. | ||||||||||||||||
Under the terms of the Alios Agreement, the Company received exclusive worldwide rights to ALS-2200 (VX-135) and ALS-2158, a second HCV nucleotide analogue discovered by Alios that was only developed pursuant to the Alios Agreement through the third quarter of 2012. Upon entering into the Alios Agreement, the Company paid Alios a $60.0 million up-front payment. As of September 30, 2013, Alios had earned an aggregate of $60.0 million in development milestone payments pursuant to the Alios Agreement. The Alios Agreement provides for development milestone payments to Alios of up to an additional $312.5 million if VX-135 is approved and commercialized. In addition, Alios is eligible to receive commercial milestone payments of up to $750.0 million, as well as tiered royalties on net sales of approved drugs. | ||||||||||||||||
Alios and the Company began clinical development of ALS-2200 (VX-135) in December 2011. The Company is responsible for all costs related to development, commercialization and manufacturing of compounds licensed to the Company pursuant to the Alios Agreement, provided funding to Alios to conduct the Phase 1 clinical trials associated with the Alios Agreement and provided funding for a research program that was directed to the discovery of additional HCV nucleotide analogues that act on the HCV polymerase. | ||||||||||||||||
The Company may terminate the Alios Agreement (i) upon 30 days’ notice to Alios if the Company ceases development after VX-135 has experienced a technical failure and/or (ii) upon 60 days’ notice to Alios at any time after the Company completes specified Phase 2a clinical trials. The Alios Agreement also may be terminated by either party for a material breach by the other, and by Alios for the Company’s inactivity or if the Company challenges certain Alios patents, in each case subject to notice and cure provisions. Unless earlier terminated, the Alios Agreement will continue in effect until the expiration of the Company’s royalty obligations, which expire on a country-by-country basis on the later of (a) the date the last-to-expire patent covering a licensed product expires or (b) ten years after the first commercial sale in the country. | ||||||||||||||||
Alios is continuing to operate as a separate entity, is engaged in other programs directed at developing novel drugs that are not covered by the Alios Agreement and maintains ownership of the underlying patent rights that are licensed to the Company pursuant to the Alios Agreement. Under applicable accounting guidance, the Company has determined that Alios is a VIE, that Alios is a business and that the Company is Alios’ primary beneficiary. The Company based these determinations on, among other factors, the significance to Alios of the licensed compounds and on the Company’s power, through the joint steering committee for the licensed compounds established under the Alios Agreement, to direct the activities that most significantly affect the economic performance of Alios. | ||||||||||||||||
Accordingly, the Company consolidated Alios’ statements of operations and balance sheet with the Company’s consolidated financial statements beginning on June 13, 2011. However, the Company’s interests in Alios are limited to those accorded to the Company in the Alios Agreement. In particular, the Company did not acquire any equity interest in Alios, any interest in Alios’ cash and cash equivalents or any control over Alios’ activities that do not relate to the Alios Agreement. Alios does not have any rights to the Company’s assets except as provided in the Alios Agreement. | ||||||||||||||||
Noncontrolling Interest (Alios) | ||||||||||||||||
The Company records noncontrolling interest (Alios) on two lines on its condensed consolidated balance sheets. The noncontrolling interest (Alios) is reflected on two separate lines because Alios has both common shareholders and preferred shareholders that are entitled to redemption rights in certain circumstances. The Company records net loss (income) attributable to noncontrolling interest (Alios) on its condensed consolidated statements of operations, reflecting Alios' net loss (income) for the reporting period, adjusted for changes in the fair value of contingent milestone and royalty payments, which is evaluated each reporting period. A summary of net loss (income) attributable to noncontrolling interest (Alios) for the three and nine months ended September 30, 2013 and 2012 is as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Loss before provision for (benefit from) income taxes | $ | 9,056 | $ | 5,090 | $ | 21,177 | $ | 14,581 | ||||||||
Decrease (increase) in fair value of contingent milestone and royalty payments | (1,220 | ) | (57,560 | ) | 1,600 | (112,760 | ) | |||||||||
Provision for (benefit from) income taxes | (3,306 | ) | 21,394 | (9,089 | ) | 40,354 | ||||||||||
Net loss (income) attributable to noncontrolling interest (Alios) | $ | 4,530 | $ | (31,076 | ) | $ | 13,688 | $ | (57,825 | ) | ||||||
The Company uses present-value models to determine the estimated fair value of the contingent milestone and royalty payments, based on assumptions regarding the probability of achieving the relevant milestones, estimates regarding the time to develop drug candidates, estimates of future product sales and the appropriate discount rates. The Company bases its estimate of the probability of achieving the relevant milestones on industry data for similar assets and its own experience. The discount rates used in the valuation model represent a measure of credit risk and market risk associated with settling the liability. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Changes in these assumptions could have a material effect on the fair value of the contingent milestone and royalty payments. | ||||||||||||||||
In the three and nine months ended September 30, 2013, the fair value of the contingent milestone payments and royalties payable by the Company to Alios related to the HCV nucleotide analogue program increased by $1.2 million and decreased by $1.6 million, respectively. An increase in the fair value of the contingent milestone payments and royalties payable by the Company increases net loss attributable to Vertex by a corresponding amount. | ||||||||||||||||
In the three and nine months ended September 30, 2012, the fair value of contingent milestone and royalty payments increased by $57.6 million and $112.8 million, respectively, primarily because the Company received positive clinical data from a Phase 1 clinical trial evaluating ALS-2200 (VX-135), which increased the probability that Alios would earn future payments from the Company under the Alios Agreement. | ||||||||||||||||
If VX-135 continues to advance in clinical development, the Company expects it will record increases in the fair value of the contingent milestone and royalty payments in future periods. Changes in the fair value of these contingent milestone and royalty payments, and the effects of these changes on net loss attributable to Vertex, may be material in future periods. | ||||||||||||||||
Alios Balance Sheet Information | ||||||||||||||||
The following table summarizes items related to Alios included in the Company’s condensed consolidated balance sheets: | ||||||||||||||||
As of | As of | |||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
(in thousands) | ||||||||||||||||
Restricted cash and cash equivalents (Alios) | $ | 51,059 | $ | 69,983 | ||||||||||||
Prepaid expenses and other current assets | 8,821 | 672 | ||||||||||||||
Property and equipment, net | 1,374 | 1,728 | ||||||||||||||
Intangible assets | 250,600 | 250,600 | ||||||||||||||
Goodwill | 4,890 | 4,890 | ||||||||||||||
Other assets | 153 | 861 | ||||||||||||||
Accounts payable | 1,251 | 1,054 | ||||||||||||||
Accrued expenses | 6,689 | 6,099 | ||||||||||||||
Deferred tax liability | 150,203 | 152,781 | ||||||||||||||
Other liabilities, excluding current portion | 873 | 1,625 | ||||||||||||||
Redeemable noncontrolling interest (Alios) | 39,624 | 38,530 | ||||||||||||||
Noncontrolling interest (Alios) | 182,168 | 196,672 | ||||||||||||||
The Company has recorded Alios’ cash and cash equivalents as restricted cash and cash equivalents (Alios) because (i) the Company does not have any interest in or control over Alios’ cash and cash equivalents and (ii) the Alios Agreement does not provide for these assets to be used for the development of the assets that the Company licensed from Alios pursuant to the Alios Agreement. Assets recorded as a result of consolidating Alios’ financial condition into the Company’s condensed consolidated balance sheets do not represent additional assets that could be used to satisfy claims against the Company’s general assets. |
Net_Income_Loss_Per_Share_Attr
Net Income (Loss) Per Share Attributable to Vertex Common Shareholders | 3 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Net Loss Per Share Attributable to Vertex Common Stockholders | ' | |||||||||||
Net Loss Per Share Attributable to Vertex Common Shareholders | ||||||||||||
Basic net loss attributable to Vertex per common share is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock and restricted stock units that have been issued but are not yet vested. Diluted net loss attributable to Vertex per common share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period when the effect is dilutive. | ||||||||||||
The Company did not include the securities described in the following table in the computation of the diluted net loss attributable to Vertex per common share calculations because the effect would have been anti-dilutive during each such period: | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | (in thousands) | |||||||||||
Stock options | 16,807 | 20,226 | 16,807 | 20,226 | ||||||||
Convertible senior subordinated notes | — | 8,192 | — | 8,192 | ||||||||
Unvested restricted stock and restricted stock units | 2,838 | 2,222 | 2,838 | 2,222 | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value of Financial Instruments | ' | |||||||||||||||
Fair Value Measurements | ||||||||||||||||
The fair value of the Company’s financial assets and liabilities reflects the Company’s estimate of amounts that it would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from sources independent from the Company) and to minimize the use of unobservable inputs (the Company’s assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | ||||||||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||||||||||||||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |||||||||||||||
Level 3: | Unobservable inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. | |||||||||||||||
The Company’s investment strategy is focused on capital preservation. The Company invests in instruments that meet the credit quality standards outlined in the Company’s investment policy. This policy also limits the amount of credit exposure to any one issue or type of instrument. As of September 30, 2013, the Company’s investments were in money market funds, short-term U.S. Treasury securities, short-term government-sponsored enterprise securities, corporate debt securities and commercial paper. | ||||||||||||||||
As of September 30, 2013, all of the Company’s financial assets that were subject to fair value measurements were valued using observable inputs. The Company’s financial assets valued based on Level 1 inputs consisted of money market funds, U.S. Treasury securities and government-sponsored enterprise securities. The Company’s financial assets valued based on Level 2 inputs consisted of corporate debt securities and commercial paper, which consist of investments in highly-rated investment-grade corporations. During the three and nine months ended September 30, 2013 and 2012, the Company did not record an other-than-temporary impairment charge related to its financial assets. The Company’s noncontrolling interest (Alios) includes the fair value of the contingent milestone and royalty payments, which is valued based on Level 3 inputs. Please refer to Note C, "Collaborative Arrangements," for further information. | ||||||||||||||||
The following table sets forth the Company’s financial assets (excluding Alios’ cash equivalents) subject to fair value measurements: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
as of September 30, 2013 | ||||||||||||||||
Fair Value Hierarchy | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
(in thousands) | ||||||||||||||||
Financial assets carried at fair value: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 308,981 | $ | 308,981 | $ | — | $ | — | ||||||||
Government-sponsored enterprise securities | 2,895 | 2,895 | — | — | ||||||||||||
Marketable securities: | ||||||||||||||||
Government-sponsored enterprise securities | 555,527 | 555,527 | — | — | ||||||||||||
Commercial paper | 125,264 | — | 125,264 | — | ||||||||||||
Corporate debt securities | 158,678 | — | 158,678 | — | ||||||||||||
Total | $ | 1,151,345 | $ | 867,403 | $ | 283,942 | $ | — | ||||||||
Alios’ cash equivalents of $48.7 million as of September 30, 2013 consisted of money market funds, which were valued based on Level 1 inputs. |
Marketable_Securities
Marketable Securities | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||||||||||
Marketable Securities | ' | |||||||||||||||
Marketable Securities | ||||||||||||||||
A summary of the Company’s cash, cash equivalents and marketable securities is shown below: | ||||||||||||||||
Amortized Cost | Gross | Gross | Fair Value | |||||||||||||
Unrealized | Unrealized | |||||||||||||||
Gains | Losses | |||||||||||||||
(in thousands) | ||||||||||||||||
As of September 30, 2013 | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash and money market funds | $ | 580,286 | $ | — | $ | — | $ | 580,286 | ||||||||
Government-sponsored enterprise securities | 2,895 | — | — | 2,895 | ||||||||||||
Total cash and cash equivalents | $ | 583,181 | $ | — | $ | — | $ | 583,181 | ||||||||
Marketable securities: | ||||||||||||||||
U.S. Treasury securities (due within 1 year) | $ | — | $ | — | $ | — | $ | — | ||||||||
Government-sponsored enterprise securities (due within 1 year) | 555,502 | 35 | (10 | ) | 555,527 | |||||||||||
Commercial paper (due within 1 year) | 125,073 | 191 | — | 125,264 | ||||||||||||
Corporate debt securities (due within 1 year) | 148,672 | 21 | (38 | ) | 148,655 | |||||||||||
Corporate debt securities (due after 1 year through 5 years) | 10,019 | 5 | (1 | ) | 10,023 | |||||||||||
Total marketable securities | $ | 839,266 | $ | 252 | $ | (49 | ) | $ | 839,469 | |||||||
Total cash, cash equivalents and marketable securities | $ | 1,422,447 | $ | 252 | $ | (49 | ) | $ | 1,422,650 | |||||||
As of December 31, 2012 | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash and money market funds | $ | 489,407 | $ | — | $ | — | $ | 489,407 | ||||||||
Government-sponsored enterprise securities | — | — | — | — | ||||||||||||
Total cash and cash equivalents | $ | 489,407 | $ | — | $ | — | $ | 489,407 | ||||||||
Marketable securities: | ||||||||||||||||
U.S. Treasury securities (due within 1 year) | $ | 111,350 | $ | 2 | $ | (2 | ) | $ | 111,350 | |||||||
Government-sponsored enterprise securities (due within 1 year) | 440,181 | 49 | (5 | ) | 440,225 | |||||||||||
Commercial paper (due within 1 year) | 225,294 | 155 | — | 225,449 | ||||||||||||
Corporate debt securities (due within 1 year) | 15,429 | 1 | (1 | ) | 15,429 | |||||||||||
Corporate debt securities (due after 1 year through 5 years) | 39,358 | 10 | (13 | ) | 39,355 | |||||||||||
Total marketable securities | $ | 831,612 | $ | 217 | $ | (21 | ) | $ | 831,808 | |||||||
Total cash, cash equivalents and marketable securities | $ | 1,321,019 | $ | 217 | $ | (21 | ) | $ | 1,321,215 | |||||||
Alios’ $51.1 million and $70.0 million, respectively, of cash and money market funds as of September 30, 2013 and December 31, 2012, recorded on the Company’s condensed consolidated balance sheets in “Restricted cash and cash equivalents (Alios),” are not included in the above table. |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) (Notes) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | |||||||||||
Comprehensive Income (Loss) Note | ' | |||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||
The following table summarizes the changes in accumulated other comprehensive loss by component, net of tax: | ||||||||||||
Foreign Currency Translation Adjustment | Unrealized Holding Gains on Marketable Securities, Net of Tax | Total | ||||||||||
(in thousands) | ||||||||||||
Balance at December 31, 2012 | $ | (746 | ) | $ | 196 | $ | (550 | ) | ||||
Other comprehensive income (loss) before reclassifications | (7 | ) | 7 | — | ||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | — | |||||||||
Net current period other comprehensive income (loss) | (7 | ) | 7 | — | ||||||||
Balance at September 30, 2013 | $ | (753 | ) | $ | 203 | $ | (550 | ) | ||||
For the nine months ended September 30, 2013, there were no amounts reclassified from accumulated other comprehensive income (loss). Amounts reclassified for unrealized gains (losses) on available-for-sale securities are recorded as part of other income (expense), net on the Company's condensed consolidated statements of operations. |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
The following table sets forth the Company’s inventories by type: | ||||||||
As of | As of | |||||||
30-Sep-13 | 31-Dec-12 | |||||||
(in thousands) | ||||||||
Raw materials | $ | 232 | $ | 3,754 | ||||
Work-in-process | 7,980 | 11,317 | ||||||
Finished goods | 5,325 | 15,393 | ||||||
Total | $ | 13,537 | $ | 30,464 | ||||
In the three and nine months ended September 30, 2013, the Company recorded within cost of product revenues $5.3 million and $10.4 million, respectively, of write-offs for excess and obsolete inventories. In the three and nine months ended September 30, 2012, the Company recorded within cost of product revenues $0.0 million and $78.0 million, respectively, of write-offs for excess and obsolete inventories. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Sep. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Intangible Assets and Goodwill | ' |
Intangible Assets and Goodwill | |
Intangible Assets | |
As of December 31, 2012, the Company's intangible assets consisted of indefinite-lived in-process research and development assets of (i) $250.6 million related to its HCV nucleotide analogue program, which includes the HCV nucleotide analogue VX-135, and (ii) $412.9 million related to VX-222, which also was being developed for the treatment of HCV infection. The Company acquired VX-222 when it acquired ViroChem Pharma Inc. ("ViroChem") in 2009. | |
The Company tests intangible assets for impairment on an annual basis as of October 1, and more frequently if indicators are present or changes in circumstance suggest that impairment may exist. In connection with each annual impairment assessment and any interim impairment assessment in which indicators of impairment have been identified, the Company compares the fair value of the asset as of the date of the assessment with the carrying value of the asset on the Company's condensed consolidated balance sheet. | |
In connection with its preparation of its financial statements for the three months ended March 31, 2013, the Company determined that there were indicators that the value of the VX-222 intangible asset had become impaired. This determination was based on (a) preliminary safety, tolerability and efficacy data from a Phase 2 clinical trial of VX-222, telaprevir and ribavirin, which was received in March 2013 and analyzed through April 2013 and (b) a review of the existing and emerging data regarding all-oral regimens for HCV infection being developed by the Company's competitors that appear to be generally well tolerated with high sustained viral response ("SVR") rates for treatment-naïve patients with genotype 1 HCV infection. After evaluating the data from this Phase 2 clinical trial, the Company determined that regimens containing VX-222 were unlikely to be competitive with the treatment regimens being developed by the Company's competitors. The Company evaluated the fair value of VX-222 from the perspective of a market participant and based on this analysis determined that the fair value of VX-222 was zero as of March 31, 2013. Accordingly, the Company recorded a $412.9 million impairment charge in the nine months ended September 30, 2013. In connection with this impairment charge, the Company recorded a credit of $127.6 million in its provision for income taxes. In the nine months ended September 30, 2013, the increase to the Company's net loss attributable to Vertex related to this impairment charge, net of the tax credit, was $285.3 million, and the net increase to the Company's net loss per share attributable to Vertex common shareholders was $1.28 per share. | |
The field of HCV infection treatment is highly competitive and characterized by rapid technological advances and the development of drug candidates for the treatment of HCV infection is subject to numerous risks. Two of the Company's competitors have filed applications seeking approval for potentially competitive treatment regimens that include pegylated-interferon and ribavirin, and several of the Company's competitors are conducting Phase 3 clinical trials evaluating all-oral combinations of their drug candidates for the treatment of genotype 1 HCV infection. | |
In July 2013, U.S. Food and Drug Administration ("FDA") placed a partial clinical hold on VX-135, which is being evaluated in a Phase 2 clinical trial in combination with ribavirin. The partial clinical hold prevents the Company from evaluating a 200 mg dose of VX-135 in the United States following observation of reversible elevated liver enzymes in patients who received 400 mg of VX-135 in combination with ribavirin in a Phase 2 clinical trial in Europe. The Company has completed dosing of 100 mg of VX-135 in combination with ribavirin as part of the 12-week Phase 2 clinical trial in the United States. The 100 mg dose was well tolerated, no serious adverse events were reported and no liver or cardiac safety issues were identified. The Company recently completed dosing of 100 mg and 200 mg of VX-135 in combination with ribavirin as part of the 12-week Phase 2 clinical trial in Europe. Both the 100 mg and 200 mg doses were well tolerated, no serious adverse events were reported and no liver or cardiac safety issues were identified. The Company also is evaluating VX-135 in combination with daclatasvir, an NS5A replication complex inhibitor being developed by Bristol-Myers Squibb, in a Phase 2 clinical trial in New Zealand. The Company evaluated this data and the related partial clinical hold and has concluded that it does not represent an indicator of impairment. The Company will continue to evaluate VX-135 for impairment each reporting period. | |
If the fair value of the HCV nucleotide analogue program becomes impaired as the result of unfavorable safety or efficacy data from any ongoing or future clinical trial or because of any other information regarding the prospects of successfully developing or commercializing VX-135, the Company would incur significant charges in the period in which the impairment occurs. | |
Goodwill | |
As of September 30, 2013 and December 31, 2012, goodwill of $31.0 million was recorded on the Company's condensed consolidated balance sheets. There was no change to goodwill recorded during the three and nine months ended September 30, 2013 or 2012. |
Convertible_Senior_Subordinate
Convertible Senior Subordinated Notes | 3 Months Ended |
Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Convertible Senior Subordinated Notes | ' |
Convertible Senior Subordinated Notes | |
In 2010, the Company completed an offering of $400.0 million in aggregate principal amount of 3.35% convertible senior subordinated notes due 2015 (the "2015 Notes"). This offering resulted in $391.6 million of net proceeds to the Company. The underwriting discount and other expenses of $8.4 million were recorded as debt issuance costs and were included in other assets on the Company’s condensed consolidated balance sheets. | |
The 2015 Notes were convertible at any time, at the option of the holder, into common stock at a price equal to approximately $48.83 per share, or 20.4794 shares of common stock per $1,000 principal amount of the 2015 Notes. If the closing price of the Company’s common stock exceeded 130% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days, the Company had the right to redeem the 2015 Notes at its option at a redemption price equal to 100% of the principal amount of the 2015 Notes to be redeemed. | |
In the second quarter of 2013, the Company's common stock exceeded 130% of the conversion price of the 2015 Notes for at least 20 trading days within a period of 30 consecutive trading days, and the Company notified the holders of the 2015 Notes that it would redeem the 2015 Notes on June 17, 2013. In response to the Company's call of the 2015 Notes for redemption, in accordance with the provisions of the 2015 Notes, the holders of $399.8 million in aggregate principal amount of 2015 Notes elected to convert their 2015 Notes into the Company's common stock at the conversion price of approximately $48.83 per share. As a result of these conversions, the Company issued 8,188,448 shares of common stock. The remaining $0.2 million in aggregate principal amount of 2015 Notes was redeemed on June 17, 2013. | |
Pursuant to the terms of the 2015 Notes, the Company made an additional payment of $16.75 per $1,000 principal amount, payable in shares of the Company’s common stock, to the holders of the 2015 Notes that converted or redeemed their 2015 Notes after the Company called the 2015 Notes for redemption. These payments resulted in the issuance of an additional 87,109 shares of the Company's common stock. In the second quarter of 2013, the Company recognized an aggregate of $6.7 million in interest expense related to the 2015 Notes. Unamortized debt issuance costs for the 2015 Notes of $4.2 million were recorded as an offset to additional paid-in capital. |
Longterm_Obligations
Long-term Obligations | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Long-term Debt and Capital Lease Obligations [Abstract] | ' | ||||
Long-term Obligations | ' | ||||
Long-term Obligations | |||||
Fan Pier Leases | |||||
In 2011, the Company entered into two leases, pursuant to which the Company agreed to lease approximately 1.1 million square feet of office and laboratory space in two buildings (the "Buildings") that the landlord is building at Fan Pier in Boston, Massachusetts (the “Fan Pier Leases”). The Company plans to transition its Massachusetts operations from Cambridge, Massachusetts to Fan Pier upon the completion of the Buildings. The Company expects to commence lease payments in December 2013 and to make payments for the period ending 15 years from the commencement date. The Company has an option to extend the term of the Fan Pier Leases for an additional ten years. | |||||
Because the Company is involved in the construction project, including having responsibility to pay for a portion of the costs of finish work and structural elements of the Buildings, the Company is deemed for accounting purposes to be the owner of the Buildings during the construction period. Accordingly, the Company has recorded project construction costs incurred by the landlord as an asset and a related financing obligation in “Property and equipment, net” and “Construction financing lease obligation,” respectively, on the Company’s condensed consolidated balance sheets. The Company bifurcates its future lease payments pursuant to the Fan Pier Leases into (i) a portion that is allocated to the Buildings and (ii) a portion that is allocated to the land on which the Buildings are being constructed, which is recorded as rental expense. Although the Company will not begin making lease payments pursuant to the Fan Pier Leases until the commencement date, the portion of the lease obligations allocated to the land is treated for accounting purposes as an operating lease that commenced in 2011. | |||||
Property and equipment, net, included $467.6 million and $290.7 million as of September 30, 2013 and December 31, 2012, respectively, related to construction costs for the Buildings at Fan Pier in Boston, Massachusetts. The construction financing lease obligation related to the Buildings at Fan Pier was $392.6 million and $268.0 million as of September 30, 2013 and December 31, 2012, respectively. As of September 30, 2013 and December 31, 2012, the primary difference between the amounts recorded in property and equipment, net and the construction financing lease obligation represented the cost of finish work and structural elements of the Buildings that the Company was responsible for paying to date. | |||||
Once the landlord completes the construction of the Buildings, the Company will evaluate the Fan Pier Leases in order to determine whether or not the Fan Pier Leases meet the criteria for “sale-leaseback” treatment. If the Fan Pier Leases meet the “sale-leaseback” criteria, the Company will remove the asset and the related liability from its consolidated balance sheet and treat the Fan Pier Leases as either operating or capital leases based on the Company’s assessment of the accounting guidance. The Company expects that upon completion of construction of the Buildings the Fan Pier Leases will not meet the “sale-leaseback” criteria. If the Fan Pier Leases do not meet “sale-leaseback” criteria, the Company will treat the Fan Pier Leases as a financing obligation and will depreciate the asset over its estimated useful life. | |||||
The Company expects to incur restructuring liabilities related to lease obligations that extend beyond the cease use date for certain Cambridge, Massachusetts facilities for several years after it relocates to Fan Pier. Please refer to "Note O: Restructuring Liabilities" for further information. | |||||
Capital Leases | |||||
The Company has outstanding capital leases for equipment, leasehold improvements and software licenses with terms through 2019. The capital leases bear interest at rates ranging from 3% to 7% per year. The following table sets forth the Company’s future minimum payments due under capital leases as of September 30, 2013: | |||||
Year | (in thousands) | ||||
2013 | $ | 1,883 | |||
2014 | 18,077 | ||||
2015 | 15,608 | ||||
2016 | 8,924 | ||||
2017 | 8,481 | ||||
2018 | 7,877 | ||||
2019 | 409 | ||||
Total payments | 61,259 | ||||
Less: amount representing interest | (7,449 | ) | |||
Present value of payments | $ | 53,810 | |||
Financing Arrangements | |||||
In the second quarter of 2013, the Company began supporting $31.9 million in irrevocable stand-by letters of credit issued in support of property leases and other similar agreements with an unsecured credit facility with a one-year term. The Company previously had cash-collateralized these stand-by letters of credit. As a result of this credit facility, the restricted cash reflected on the Company's condensed consolidated balance sheets decreased by $31.8 million net of other activity recorded during the nine months ended September 30, 2013 and the Company's cash and cash equivalents increased by a corresponding amount during the nine months ended September 30, 2013. |
Stockbased_Compensation_Expens
Stock-based Compensation Expense | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-based Compensation Expense | ' | |||||||||||||||
Stock-based Compensation Expense | ||||||||||||||||
The Company issues stock options, restricted stock and restricted stock units with service conditions, which are generally the vesting periods of the awards. The Company also has issued, to certain members of senior management, restricted stock and restricted stock units that vest upon the earlier of the satisfaction of (i) a performance condition or (ii) a service condition, and stock options that vest upon the earlier of the satisfaction of (a) performance conditions or (b) a service condition. In addition, the Company issues shares pursuant to an employee stock purchase plan ("ESPP"). | ||||||||||||||||
The effect of stock-based compensation expense during the three and nine months ended September 30, 2013 and 2012 was as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Stock-based compensation expense by type of award: | ||||||||||||||||
Stock options | $ | 19,010 | $ | 18,869 | $ | 68,633 | $ | 59,774 | ||||||||
Restricted stock and restricted stock units | 10,998 | 7,104 | 30,108 | 21,643 | ||||||||||||
ESPP share issuances | 1,504 | 1,948 | 6,077 | 6,120 | ||||||||||||
Less stock-based compensation expense capitalized to inventories | (204 | ) | (339 | ) | (885 | ) | (888 | ) | ||||||||
Total stock-based compensation expense included in costs and expenses | $ | 31,308 | $ | 27,582 | $ | 103,933 | $ | 86,649 | ||||||||
Stock-based compensation expense by line item: | ||||||||||||||||
Research and development expenses | $ | 19,223 | $ | 17,444 | $ | 64,312 | $ | 54,425 | ||||||||
Sales, general and administrative expenses | 12,085 | 10,138 | 39,621 | 32,224 | ||||||||||||
Total stock-based compensation expense included in costs and expenses | $ | 31,308 | $ | 27,582 | $ | 103,933 | $ | 86,649 | ||||||||
The following table sets forth the Company's unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized: | ||||||||||||||||
As of September 30, 2013 | ||||||||||||||||
Unrecognized Expense, | Weighted-average | |||||||||||||||
Net of | Recognition | |||||||||||||||
Estimated Forfeitures | Period | |||||||||||||||
(in thousands) | (in years) | |||||||||||||||
Type of award: | ||||||||||||||||
Stock options | $ | 184,969 | 2.74 | |||||||||||||
Restricted stock and restricted stock units | 103,454 | 2.61 | ||||||||||||||
ESPP share issuances | 830 | 0.31 | ||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at September 30, 2013: | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Prices | Number | Weighted-average | Weighted-average | Number | Weighted-average | |||||||||||
Outstanding | Remaining | Exercise Price | Exercisable | Exercise Price | ||||||||||||
Contractual Life | ||||||||||||||||
(in thousands) | (in years) | (per share) | (in thousands) | (per share) | ||||||||||||
$ 9.07–$20.00 | 462 | 2.64 | $15.27 | 462 | $15.27 | |||||||||||
$20.01–$30.00 | 1,076 | 5.98 | $29.37 | 801 | $29.19 | |||||||||||
$30.01–$40.00 | 7,253 | 5.59 | $36.58 | 4,525 | $35.93 | |||||||||||
$40.01–$50.00 | 4,552 | 9.1 | $46.33 | 570 | $46.73 | |||||||||||
$50.01–$60.00 | 1,840 | 7.61 | $53.72 | 805 | $54.49 | |||||||||||
$60.01–$70.00 | 44 | 8.64 | $63.23 | 11 | $63.19 | |||||||||||
$70.01-$80.00 | 85 | 9.67 | $77.73 | 4 | $77.73 | |||||||||||
$80.01-$88.18 | 1,495 | 9.81 | $83.13 | 166 | $81.54 | |||||||||||
Total | 16,807 | 7.09 | $44.47 | 7,344 | $37.87 |
Sale_of_HIV_Protease_Inhibitor
Sale of HIV Protease Inhibitor Royalty Stream | 3 Months Ended |
Sep. 30, 2013 | |
Sale of HIV Protease Inhibitor Royalty Stream | ' |
Sale of HIV Protease Inhibitor Royalty Stream | ' |
Sale of HIV Protease Inhibitor Royalty Stream | |
In 2008, the Company sold to a third party its rights to receive royalty payments from GlaxoSmithKline plc, net of royalty amounts to be earned by and due to a third party, for a one-time cash payment of $160.0 million. These royalty payments relate to net sales of HIV protease inhibitors, which had been developed pursuant to a collaboration agreement between the Company and GlaxoSmithKline plc. As of September 30, 2013, the Company had $71.5 million in deferred revenues related to the one-time cash payment, which it is recognizing over the life of the collaboration agreement with GlaxoSmithKline plc based on the units-of-revenue method. In addition, the Company continues to recognize royalty revenues equal to the amount of the third-party subroyalty and an offsetting royalty expense for the third-party subroyalty payment. |
Income_Taxes
Income Taxes | 3 Months Ended | |
Sep. 30, 2013 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
Income Taxes | ||
For the three and nine months ended September 30, 2013, the Company recorded a net benefit from income taxes of $0.8 million and $132.9 million, respectively. For the three months ended September 30, 2013, the benefit from income taxes was due to a benefit from income taxes of $3.3 million attributable to noncontrolling interest (Alios) offset by a provision for income taxes of $2.6 million attributable to Vertex. For the nine months ended September 30, 2013, the benefit from income taxes was due to a benefit from income taxes of $9.1 million attributable to noncontrolling interest (Alios) and a benefit from income taxes of $123.8 million attributable to Vertex. In the first quarter of 2013, the Company determined that the fair value of VX-222 was zero, which resulted in an impairment charge of $412.9 million in the nine months ended September 30, 2013. In connection with this impairment charge, the Company wrote-off the associated deferred tax liability of $127.6 million resulting in a benefit from income in its condensed consolidated statements of operations for the nine months ended September 30, 2013. Please refer to Note I, "Intangible Assets and Goodwill," for further information regarding the impairment charge. | ||
For the three and nine months ended September 30, 2012, the Company recorded a benefit from and a provision for income taxes attributable to Vertex of $0.0 million and $1.1 million, respectively. These were due to state income taxes. For the three and nine months ended September 30, 2012, the Company recorded a provision for income taxes attributable to noncontrolling interest (Alios) of $21.4 million and $40.4 million, respectively. | ||
The Company has no liability for taxes payable by Alios. As such, the portion of the income tax provision (benefit) related to Alios has been allocated to noncontrolling interest (Alios). As of September 30, 2013 and December 31, 2012, Alios had a deferred tax liability of $150.2 million and $152.8 million reflected on the Company's condensed consolidated balance sheets, respectively. | ||
As of September 30, 2013 and December 31, 2012, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company did not recognize any material interest or penalties related to uncertain tax positions as of September 30, 2013 and December 31, 2012. | ||
The Company maintains a valuation allowance on its net operating losses and other deferred tax assets because of its extended history of annual losses. As of December 31, 2012, the Company had U.S. federal net operating loss carryforwards of approximately $2.6 billion and tax credits of $98.0 million, which may be used to offset future federal income tax liability. For state income tax purposes, the Company had net operating loss carryforwards of approximately $1.5 billion and tax credits of $60.3 million at December 31, 2012, which may be used to offset future state income tax liability. On a quarterly basis, the Company reassesses the valuation allowance for deferred income tax assets. In future periods, if management determines that it is more likely than not that the deferred tax asset will be realized, (i) the valuation allowance would be decreased, (ii) a portion or all of the deferred tax asset would be reflected on the Company’s consolidated balance sheet and (iii) the Company would record non-cash benefits in its consolidated statements of operations related to the reflection of the deferred tax asset on its consolidated balance sheet. | ||
The Company files U.S. federal income tax returns and income tax returns in various state, local and foreign jurisdictions. The Company is no longer subject to any tax assessment from an income tax examination in the United States before 2007 and any other major taxing jurisdiction for years before 2005, except where the Company has net operating losses or tax credit carryforwards that originated before 2005. The Company is currently under examination by Revenue Quebec for the year ended March 11, 2009 and the year ended December 31, 2007. No adjustments have been reported. The Company is not under examination by any other jurisdictions for any tax year. | ||
The Company currently intends to reinvest the total amount of its unremitted earnings, which have not been significant to date, in the local international jurisdiction or to repatriate the earnings only when tax-effective. As a result, the Company has not provided for U.S. federal income taxes on the unremitted earnings of its international subsidiaries. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to U.S. federal income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. At September 30, 2013, foreign earnings, which were not significant, have been retained indefinitely by foreign subsidiary companies for reinvestment; therefore, no provision has been made for income taxes that would be payable upon the distribution of such earnings, and it would not be practicable to determine the amount of the related unrecognized deferred income tax liability. |
Restructuring_Liability
Restructuring Liability | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Restructuring Liability | ' | |||||||||||||||
Restructuring Liabilities | ||||||||||||||||
Kendall Restructuring | ||||||||||||||||
In 2003, the Company adopted a plan to restructure its operations to coincide with its increasing internal emphasis on advancing drug candidates through clinical development to commercialization. The restructuring liability relates to specialized laboratory and office space that is leased to the Company pursuant to a 15-year lease that terminates in 2018, and that the Company has not used since it adopted the plan to restructure its operations in 2003. This laboratory and office space currently is subleased to third parties. | ||||||||||||||||
In estimating the expense and liability under its lease obligations, the Company estimated (i) the costs to be incurred to satisfy rental and build-out commitments under the lease (including operating costs), (ii) the lead-time necessary to sublease the space, (iii) the projected sublease rental rates and (iv) the anticipated durations of subleases. The Company uses a credit-adjusted risk-free rate of approximately 10% to discount the estimated cash flows. The Company reviews its estimates and assumptions on at least a quarterly basis, intends to continue such reviews until the termination of the applicable lease, and will make whatever modifications the Company believes necessary, based on the Company’s best judgment, to reflect any changed circumstances. | ||||||||||||||||
The activities related to the restructuring liability for the three and nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||||
Liability, beginning of the period | $ | 22,051 | $ | 24,830 | $ | 23,328 | $ | 26,313 | ||||||||
Cash payments | (3,901 | ) | (3,726 | ) | (11,323 | ) | (11,137 | ) | ||||||||
Cash received from subleases | 2,670 | 2,355 | 8,000 | 7,329 | ||||||||||||
Restructuring expense | 524 | 696 | 1,339 | 1,650 | ||||||||||||
Liability, end of the period | $ | 21,344 | $ | 24,155 | $ | 21,344 | $ | 24,155 | ||||||||
Strategic Restructuring | ||||||||||||||||
In October 2013, the Company adopted a restructuring plan. The restructuring plan included (i) a workforce reduction primarily related to the support of INCIVEK following the continued and rapid decline in the number of patients being treated with INCIVEK as new medicines for the treatment of HCV infection near approval, and (ii) the write-off of certain assets. This action resulted from the Company's decision to focus its investment on future opportunities in cystic fibrosis and other research and development programs. | ||||||||||||||||
The Company estimates that it will incur aggregate restructuring charges of approximately $35.0 million to $45.0 million, including $20.0 million to $25.0 million for employee severance and benefit costs, $6.0 million to $8.0 million in assets associated with this restructuring that have become impaired and $9.0 million to $12.0 million for other costs. The Company recorded $11.4 million of these restructuring charges in the third quarter of 2013. The Company expects the vast majority of this restructuring to be completed during the fourth quarter of 2013. | ||||||||||||||||
The restructuring charges recorded during the three months ended September 30, 2013 and the related liability balance as of September 30, 2013 for each major type of cost associated with this restructuring plan are as follows: | ||||||||||||||||
Restructuring Expense | Cash | Non-cash Expense | Restructuring Liability at September 30, 2013 | |||||||||||||
Payments | ||||||||||||||||
(in thousands) | ||||||||||||||||
Employee severance, benefits and related costs | $ | 409 | $ | — | $ | — | $ | 409 | ||||||||
Asset impairments | 6,650 | — | (6,650 | ) | — | |||||||||||
Contract termination and other associated costs | 4,385 | — | — | 4,385 | ||||||||||||
Liability, end of the period | $ | 11,444 | $ | — | $ | (6,650 | ) | $ | 4,794 | |||||||
Fan Pier Move Restructuring | ||||||||||||||||
In connection with transitioning its Massachusetts operations to Fan Pier in Boston, Massachusetts, the Company expects to incur restructuring charges related to its remaining lease obligations at its current facilities in Cambridge, Massachusetts starting in the fourth quarter of 2013 and continuing through April 30, 2018. Most of these restructuring charges will relate to cease use charges that will be incurred during the fourth quarter of 2013 and the first half of 2014. In addition, the Company will continue to incur restructuring charges related to several buildings in Cambridge through December 31, 2015 and the Kendall Square building through April 30, 2018. The continuing charges will relate to the difference between the Company’s estimated future cash flows related to its lease obligations and the actual cash flows that it incurs. |
Legal_Proceedings
Legal Proceedings | 3 Months Ended | |
Sep. 30, 2013 | ||
Legal Proceedings [Abstract] | ' | |
Legal Proceedings | ' | |
Legal Proceedings | ||
On September 6, 2012, a purported shareholder class action, City of Bristol Pension Fund v. Vertex Pharmaceuticals Incorporated, et al., was filed in the United States District Court for the District of Massachusetts, naming the Company and certain of the Company's current and former officers and directors as defendants. The lawsuit alleges that the Company made material misrepresentations and/or omissions of material fact in the Company's disclosures during the period from May 7, 2012 through June 28, 2012, all in violation of Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder. By order dated December 12, 2012, the court appointed the City of Bristol lead plaintiff and appointed the City of Bristol's attorneys lead counsel. The plaintiffs filed an amended complaint on February 11, 2013. The Company filed a motion to dismiss the complaint on April 12, 2013. On May 28, 2013, the plaintiffs filed an opposition to the Company's motion to dismiss the complaint. On June 27, 2013, the Company filed a reply in further support of the Company's motion to dismiss the plaintiffs' complaint. The court has scheduled a hearing on the Company's motion to dismiss for November 25, 2013. The plaintiffs seek unspecified monetary damages on behalf of the putative class and an award of costs and expenses, including attorney's fees, as well as disgorgement of the proceeds from certain individual defendants' sales of the Company's common stock. The Company believes that this action is without merit and intends to defend it vigorously. As of September 30, 2013, the Company has not recorded any reserves for this purported class action. |
Contingencies
Contingencies | 3 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
Contingencies | |
The Company has certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues a reserve for contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. There were no material contingent liabilities accrued as of September 30, 2013 or December 31, 2012. |
Guarantees
Guarantees | 3 Months Ended |
Sep. 30, 2013 | |
Guarantees [Abstract] | ' |
Guarantees | ' |
Guarantees | |
As permitted under Massachusetts law, the Company’s Articles of Organization and By-laws provide that the Company will indemnify certain of its officers and directors for certain claims asserted against them in connection with their service as an officer or director. The maximum potential amount of future payments that the Company could be required to make under these indemnification provisions is unlimited. However, the Company has purchased directors’ and officers’ liability insurance policies that could reduce its monetary exposure and enable it to recover a portion of any future amounts paid. No indemnification claims currently are outstanding, and the Company believes the estimated fair value of these indemnification arrangements is minimal. | |
The Company customarily agrees in the ordinary course of its business to indemnification provisions in agreements with clinical trial investigators and sites in its drug development programs, sponsored research agreements with academic and not-for-profit institutions, various comparable agreements involving parties performing services for the Company, and its real estate leases. The Company also customarily agrees to certain indemnification provisions in its drug discovery, development and commercialization collaboration agreements. With respect to the Company’s clinical trials and sponsored research agreements, these indemnification provisions typically apply to any claim asserted against the investigator or the investigator’s institution relating to personal injury or property damage, violations of law or certain breaches of the Company’s contractual obligations arising out of the research or clinical testing of the Company’s compounds or drug candidates. With respect to lease agreements, the indemnification provisions typically apply to claims asserted against the landlord relating to personal injury or property damage caused by the Company, to violations of law by the Company or to certain breaches of the Company’s contractual obligations. The indemnification provisions appearing in the Company’s collaboration agreements are similar to those for the other agreements discussed above, but in addition provide some limited indemnification for its collaborator in the event of third-party claims alleging infringement of intellectual property rights. In each of the cases above, the indemnification obligation generally survives the termination of the agreement for some extended period, although the Company believes the obligation typically has the most relevance during the contract term and for a short period of time thereafter. The maximum potential amount of future payments that the Company could be required to make under these provisions is generally unlimited. The Company has purchased insurance policies covering personal injury, property damage and general liability that reduce its exposure for indemnification and would enable it in many cases to recover all or a portion of any future amounts paid. The Company has never paid any material amounts to defend lawsuits or settle claims related to these indemnification provisions. Accordingly, the Company believes the estimated fair value of these indemnification arrangements is minimal. | |
The Company entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated dated September 23, 2010 (the “Underwriting Agreement”), relating to the public offering and sale of the 2015 Notes. The Underwriting Agreement requires the Company to indemnify the underwriter against any loss it may suffer by reason of the Company’s breach of any representation or warranty relating to the public offering, the Company’s failure to perform certain covenants in the Underwriting Agreement, the inclusion of any untrue statement of material fact in the prospectus used in connection with the offering, the omission of any material fact needed to make those materials not misleading, and any actions taken by the Company or its representatives in connection with the offering. The representations, warranties, covenants and indemnification provisions in the Underwriting Agreement are of a type customary in agreements of this sort. The Company believes the estimated fair value of this indemnification arrangement is minimal. |
Subsequent_Events_Notes
Subsequent Events (Notes) | 3 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Subsequent Events | |
On October 29, 2013, the Company adopted a strategic restructuring plan. As a result of the actions to be taken under this restructuring plan, including those taken in the third quarter of 2013, the Company estimates that it will incur aggregate restructuring charges of approximately $35.0 million to $45.0 million, $11.4 million of which was recorded in the third quarter of 2013. Please refer to Note O, "Restructuring Liabilities," for further information. |
Basis_of_Presentation_and_Acco1
Basis of Presentation and Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying condensed consolidated financial statements are unaudited and have been prepared by Vertex Pharmaceuticals Incorporated ("Vertex" or the "Company") in accordance with accounting principles generally accepted in the United States of America ("GAAP"). | |
The condensed consolidated financial statements reflect the operations of (i) the Company, (ii) its wholly-owned subsidiaries and (iii) Alios BioPharma, Inc. (“Alios”), a collaborator that is a variable interest entity (a “VIE”) for which the Company is deemed under applicable accounting guidance to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. The Company operates in one segment, pharmaceuticals. | |
Certain information and footnote disclosures normally included in the Company's annual financial statements have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of operations for the interim periods ended September 30, 2013 and 2012. | |
The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year. These interim financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2012, which are contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 that was filed with the Securities and Exchange Commission (the "SEC") on March 1, 2013 (the "2012 Annual Report on Form 10-K") | |
Use of Estimates | ' |
Use of Estimates and Summary of Significant Accounting Policies | |
The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. Significant estimates in these condensed consolidated financial statements have been made in connection with the calculation of revenues, inventories, research and development expenses, stock-based compensation expense, restructuring expense, the fair value of intangible assets, noncontrolling interest (Alios) and the income tax provision. The Company bases its estimates on historical experience and various other assumptions, including in certain circumstances future projections, that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Changes in estimates are reflected in reported results in the period in which they become known. | |
The Company's significant accounting policies are described in Note A, "Nature of Business and Accounting Policies," in the 2012 Annual Report on Form 10-K. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
For a discussion of recent accounting pronouncements please refer to Note A, "Nature of Business and Accounting Policies—Recent Accounting Pronouncements," in the 2012 Annual Report on Form 10-K. The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2013 that had a material effect on the Company's condensed consolidated financial statements. |
Product_Revenues_Net_Tables
Product Revenues, Net (Tables) | 3 Months Ended | |||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||
Product Revenues [Abstract] | ' | |||||||||||||||||||
Schedule of product revenues and allowances and reserve categories | ' | |||||||||||||||||||
The following table summarizes activity in each of the product revenue allowance and reserve categories for the nine months ended September 30, 2013: | ||||||||||||||||||||
Trade | Rebates, | Product | Other | Total | ||||||||||||||||
Allowances | Chargebacks | Returns | Incentives | |||||||||||||||||
and Discounts | ||||||||||||||||||||
(in thousands) | ||||||||||||||||||||
Balance at December 31, 2012 | $ | 5,416 | $ | 63,560 | $ | 2,852 | $ | 3,565 | $ | 75,393 | ||||||||||
Provision related to current period sales | 26,584 | 155,269 | 3,687 | 8,161 | 193,701 | |||||||||||||||
Adjustments related to prior period sales | 348 | 4,433 | 11,125 | (228 | ) | 15,678 | ||||||||||||||
Credits/payments made | (29,960 | ) | (153,035 | ) | (3,649 | ) | (9,641 | ) | (196,285 | ) | ||||||||||
Balance at September 30, 2013 | $ | 2,388 | $ | 70,227 | $ | 14,015 | $ | 1,857 | $ | 88,487 | ||||||||||
Collaborative_Arrangements_Tab
Collaborative Arrangements (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Collaborative Arrangements | ' | |||||||||||||||
Collaborator revenues | ' | |||||||||||||||
During the three and nine months ended September 30, 2013 and 2012, the Company recognized the following revenues attributable to the CFFT collaboration: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Collaborative revenues attributable to the CFFT collaboration | $ | 3,515 | $ | 4,315 | $ | 11,318 | $ | 12,772 | ||||||||
During the three and nine months ended September 30, 2013 and 2012, the Company recognized the following revenues attributable to the Janssen collaboration: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Royalty revenues (INCIVO) | $ | 20,994 | $ | 19,957 | $ | 104,108 | $ | 80,811 | ||||||||
Collaborative revenues: | ||||||||||||||||
Amortized portion of up-front payment | $ | 3,107 | $ | 3,107 | $ | 9,321 | $ | 9,321 | ||||||||
Net reimbursement (payment) for telaprevir development costs | 1,413 | (503 | ) | 1,422 | (2,569 | ) | ||||||||||
Reimbursement for manufacturing services | — | — | 10,299 | 4,449 | ||||||||||||
Total collaborative revenues attributable to the Janssen collaboration | $ | 4,520 | $ | 2,604 | $ | 21,042 | $ | 11,201 | ||||||||
Total revenues attributable to the Janssen collaboration | $ | 25,514 | $ | 22,561 | $ | 125,150 | $ | 92,012 | ||||||||
Summary of activity related to net loss (income) attributable to noncontrolling interest (Alios) | ' | |||||||||||||||
A summary of net loss (income) attributable to noncontrolling interest (Alios) for the three and nine months ended September 30, 2013 and 2012 is as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Loss before provision for (benefit from) income taxes | $ | 9,056 | $ | 5,090 | $ | 21,177 | $ | 14,581 | ||||||||
Decrease (increase) in fair value of contingent milestone and royalty payments | (1,220 | ) | (57,560 | ) | 1,600 | (112,760 | ) | |||||||||
Provision for (benefit from) income taxes | (3,306 | ) | 21,394 | (9,089 | ) | 40,354 | ||||||||||
Net loss (income) attributable to noncontrolling interest (Alios) | $ | 4,530 | $ | (31,076 | ) | $ | 13,688 | $ | (57,825 | ) | ||||||
Summary of Alios' items included in the Company's consolidated balance sheets | ' | |||||||||||||||
The following table summarizes items related to Alios included in the Company’s condensed consolidated balance sheets: | ||||||||||||||||
As of | As of | |||||||||||||||
30-Sep-13 | 31-Dec-12 | |||||||||||||||
(in thousands) | ||||||||||||||||
Restricted cash and cash equivalents (Alios) | $ | 51,059 | $ | 69,983 | ||||||||||||
Prepaid expenses and other current assets | 8,821 | 672 | ||||||||||||||
Property and equipment, net | 1,374 | 1,728 | ||||||||||||||
Intangible assets | 250,600 | 250,600 | ||||||||||||||
Goodwill | 4,890 | 4,890 | ||||||||||||||
Other assets | 153 | 861 | ||||||||||||||
Accounts payable | 1,251 | 1,054 | ||||||||||||||
Accrued expenses | 6,689 | 6,099 | ||||||||||||||
Deferred tax liability | 150,203 | 152,781 | ||||||||||||||
Other liabilities, excluding current portion | 873 | 1,625 | ||||||||||||||
Redeemable noncontrolling interest (Alios) | 39,624 | 38,530 | ||||||||||||||
Noncontrolling interest (Alios) | 182,168 | 196,672 | ||||||||||||||
Net_Income_Loss_Per_Share_Attr1
Net Income (Loss) Per Share Attributable to Vertex Common Shareholders (Tables) | 3 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Potential gross common equivalent shares | ' | |||||||||||
Net Loss Per Share Attributable to Vertex Common Shareholders | ||||||||||||
Basic net loss attributable to Vertex per common share is based upon the weighted-average number of common shares outstanding during the period, excluding restricted stock and restricted stock units that have been issued but are not yet vested. Diluted net loss attributable to Vertex per common share is based upon the weighted-average number of common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period when the effect is dilutive. | ||||||||||||
The Company did not include the securities described in the following table in the computation of the diluted net loss attributable to Vertex per common share calculations because the effect would have been anti-dilutive during each such period: | ||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
(in thousands) | (in thousands) | |||||||||||
Stock options | 16,807 | 20,226 | 16,807 | 20,226 | ||||||||
Convertible senior subordinated notes | — | 8,192 | — | 8,192 | ||||||||
Unvested restricted stock and restricted stock units | 2,838 | 2,222 | 2,838 | 2,222 | ||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Financial assets subject to fair value measurements (excluding restricted cash and cash equivalents (Alios)) | ' | |||||||||||||||
The following table sets forth the Company’s financial assets (excluding Alios’ cash equivalents) subject to fair value measurements: | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
as of September 30, 2013 | ||||||||||||||||
Fair Value Hierarchy | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
(in thousands) | ||||||||||||||||
Financial assets carried at fair value: | ||||||||||||||||
Cash equivalents: | ||||||||||||||||
Money market funds | $ | 308,981 | $ | 308,981 | $ | — | $ | — | ||||||||
Government-sponsored enterprise securities | 2,895 | 2,895 | — | — | ||||||||||||
Marketable securities: | ||||||||||||||||
Government-sponsored enterprise securities | 555,527 | 555,527 | — | — | ||||||||||||
Commercial paper | 125,264 | — | 125,264 | — | ||||||||||||
Corporate debt securities | 158,678 | — | 158,678 | — | ||||||||||||
Total | $ | 1,151,345 | $ | 867,403 | $ | 283,942 | $ | — | ||||||||
Marketable_Securities_Tables
Marketable Securities (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Cash and Cash Equivalents [Abstract] | ' | |||||||||||||||
Summary of cash, cash equivalents and marketable securities | ' | |||||||||||||||
A summary of the Company’s cash, cash equivalents and marketable securities is shown below: | ||||||||||||||||
Amortized Cost | Gross | Gross | Fair Value | |||||||||||||
Unrealized | Unrealized | |||||||||||||||
Gains | Losses | |||||||||||||||
(in thousands) | ||||||||||||||||
As of September 30, 2013 | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash and money market funds | $ | 580,286 | $ | — | $ | — | $ | 580,286 | ||||||||
Government-sponsored enterprise securities | 2,895 | — | — | 2,895 | ||||||||||||
Total cash and cash equivalents | $ | 583,181 | $ | — | $ | — | $ | 583,181 | ||||||||
Marketable securities: | ||||||||||||||||
U.S. Treasury securities (due within 1 year) | $ | — | $ | — | $ | — | $ | — | ||||||||
Government-sponsored enterprise securities (due within 1 year) | 555,502 | 35 | (10 | ) | 555,527 | |||||||||||
Commercial paper (due within 1 year) | 125,073 | 191 | — | 125,264 | ||||||||||||
Corporate debt securities (due within 1 year) | 148,672 | 21 | (38 | ) | 148,655 | |||||||||||
Corporate debt securities (due after 1 year through 5 years) | 10,019 | 5 | (1 | ) | 10,023 | |||||||||||
Total marketable securities | $ | 839,266 | $ | 252 | $ | (49 | ) | $ | 839,469 | |||||||
Total cash, cash equivalents and marketable securities | $ | 1,422,447 | $ | 252 | $ | (49 | ) | $ | 1,422,650 | |||||||
As of December 31, 2012 | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash and money market funds | $ | 489,407 | $ | — | $ | — | $ | 489,407 | ||||||||
Government-sponsored enterprise securities | — | — | — | — | ||||||||||||
Total cash and cash equivalents | $ | 489,407 | $ | — | $ | — | $ | 489,407 | ||||||||
Marketable securities: | ||||||||||||||||
U.S. Treasury securities (due within 1 year) | $ | 111,350 | $ | 2 | $ | (2 | ) | $ | 111,350 | |||||||
Government-sponsored enterprise securities (due within 1 year) | 440,181 | 49 | (5 | ) | 440,225 | |||||||||||
Commercial paper (due within 1 year) | 225,294 | 155 | — | 225,449 | ||||||||||||
Corporate debt securities (due within 1 year) | 15,429 | 1 | (1 | ) | 15,429 | |||||||||||
Corporate debt securities (due after 1 year through 5 years) | 39,358 | 10 | (13 | ) | 39,355 | |||||||||||
Total marketable securities | $ | 831,612 | $ | 217 | $ | (21 | ) | $ | 831,808 | |||||||
Total cash, cash equivalents and marketable securities | $ | 1,321,019 | $ | 217 | $ | (21 | ) | $ | 1,321,215 | |||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Accumulated Other Comprehensive Income (Loss) [Abstract] | ' | |||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||
The following table summarizes the changes in accumulated other comprehensive loss by component, net of tax: | ||||||||||||
Foreign Currency Translation Adjustment | Unrealized Holding Gains on Marketable Securities, Net of Tax | Total | ||||||||||
(in thousands) | ||||||||||||
Balance at December 31, 2012 | $ | (746 | ) | $ | 196 | $ | (550 | ) | ||||
Other comprehensive income (loss) before reclassifications | (7 | ) | 7 | — | ||||||||
Amounts reclassified from accumulated other comprehensive loss | — | — | — | |||||||||
Net current period other comprehensive income (loss) | (7 | ) | 7 | — | ||||||||
Balance at September 30, 2013 | $ | (753 | ) | $ | 203 | $ | (550 | ) | ||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventories by Type | ' | |||||||
The following table sets forth the Company’s inventories by type: | ||||||||
As of | As of | |||||||
30-Sep-13 | 31-Dec-12 | |||||||
(in thousands) | ||||||||
Raw materials | $ | 232 | $ | 3,754 | ||||
Work-in-process | 7,980 | 11,317 | ||||||
Finished goods | 5,325 | 15,393 | ||||||
Total | $ | 13,537 | $ | 30,464 | ||||
Longterm_Obligations_Schedule_
Long-term Obligations Schedule of Capital Lease Obligations (Tables) | 3 Months Ended | ||||
Sep. 30, 2013 | |||||
Captital Lease Obligations [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Lease | ' | ||||
Year | (in thousands) | ||||
2013 | $ | 1,883 | |||
2014 | 18,077 | ||||
2015 | 15,608 | ||||
2016 | 8,924 | ||||
2017 | 8,481 | ||||
2018 | 7,877 | ||||
2019 | 409 | ||||
Total payments | 61,259 | ||||
Less: amount representing interest | (7,449 | ) | |||
Present value of payments | $ | 53,810 | |||
Stockbased_Compensation_Expens1
Stock-based Compensation Expense (Tables) | 3 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-based compensation expense by line item | ' | |||||||||||||||
The effect of stock-based compensation expense during the three and nine months ended September 30, 2013 and 2012 was as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Stock-based compensation expense by type of award: | ||||||||||||||||
Stock options | $ | 19,010 | $ | 18,869 | $ | 68,633 | $ | 59,774 | ||||||||
Restricted stock and restricted stock units | 10,998 | 7,104 | 30,108 | 21,643 | ||||||||||||
ESPP share issuances | 1,504 | 1,948 | 6,077 | 6,120 | ||||||||||||
Less stock-based compensation expense capitalized to inventories | (204 | ) | (339 | ) | (885 | ) | (888 | ) | ||||||||
Total stock-based compensation expense included in costs and expenses | $ | 31,308 | $ | 27,582 | $ | 103,933 | $ | 86,649 | ||||||||
Stock-based compensation expense by line item: | ||||||||||||||||
Research and development expenses | $ | 19,223 | $ | 17,444 | $ | 64,312 | $ | 54,425 | ||||||||
Sales, general and administrative expenses | 12,085 | 10,138 | 39,621 | 32,224 | ||||||||||||
Total stock-based compensation expense included in costs and expenses | $ | 31,308 | $ | 27,582 | $ | 103,933 | $ | 86,649 | ||||||||
Unrecognized stock-based compensation expense, net of estimated forfeitures | ' | |||||||||||||||
The following table sets forth the Company's unrecognized stock-based compensation expense, net of estimated forfeitures, by type of award and the weighted-average period over which that expense is expected to be recognized: | ||||||||||||||||
As of September 30, 2013 | ||||||||||||||||
Unrecognized Expense, | Weighted-average | |||||||||||||||
Net of | Recognition | |||||||||||||||
Estimated Forfeitures | Period | |||||||||||||||
(in thousands) | (in years) | |||||||||||||||
Type of award: | ||||||||||||||||
Stock options | $ | 184,969 | 2.74 | |||||||||||||
Restricted stock and restricted stock units | 103,454 | 2.61 | ||||||||||||||
ESPP share issuances | 830 | 0.31 | ||||||||||||||
Stock options outstanding and exercisable | ' | |||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at September 30, 2013: | ||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||
Range of Exercise Prices | Number | Weighted-average | Weighted-average | Number | Weighted-average | |||||||||||
Outstanding | Remaining | Exercise Price | Exercisable | Exercise Price | ||||||||||||
Contractual Life | ||||||||||||||||
(in thousands) | (in years) | (per share) | (in thousands) | (per share) | ||||||||||||
$ 9.07–$20.00 | 462 | 2.64 | $15.27 | 462 | $15.27 | |||||||||||
$20.01–$30.00 | 1,076 | 5.98 | $29.37 | 801 | $29.19 | |||||||||||
$30.01–$40.00 | 7,253 | 5.59 | $36.58 | 4,525 | $35.93 | |||||||||||
$40.01–$50.00 | 4,552 | 9.1 | $46.33 | 570 | $46.73 | |||||||||||
$50.01–$60.00 | 1,840 | 7.61 | $53.72 | 805 | $54.49 | |||||||||||
$60.01–$70.00 | 44 | 8.64 | $63.23 | 11 | $63.19 | |||||||||||
$70.01-$80.00 | 85 | 9.67 | $77.73 | 4 | $77.73 | |||||||||||
$80.01-$88.18 | 1,495 | 9.81 | $83.13 | 166 | $81.54 | |||||||||||
Total | 16,807 | 7.09 | $44.47 | 7,344 | $37.87 |
Restructuring_Liability_Tables
Restructuring Liability (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||||||
Activity related to the restructuring liability | ' | |||||||||||||||
The activities related to the restructuring liability for the three and nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands) | ||||||||||||||||
Liability, beginning of the period | $ | 22,051 | $ | 24,830 | $ | 23,328 | $ | 26,313 | ||||||||
Cash payments | (3,901 | ) | (3,726 | ) | (11,323 | ) | (11,137 | ) | ||||||||
Cash received from subleases | 2,670 | 2,355 | 8,000 | 7,329 | ||||||||||||
Restructuring expense | 524 | 696 | 1,339 | 1,650 | ||||||||||||
Liability, end of the period | $ | 21,344 | $ | 24,155 | $ | 21,344 | $ | 24,155 | ||||||||
Restructuring charges and related liability | ' | |||||||||||||||
The restructuring charges recorded during the three months ended September 30, 2013 and the related liability balance as of September 30, 2013 for each major type of cost associated with this restructuring plan are as follows: | ||||||||||||||||
Restructuring Expense | Cash | Non-cash Expense | Restructuring Liability at September 30, 2013 | |||||||||||||
Payments | ||||||||||||||||
(in thousands) | ||||||||||||||||
Employee severance, benefits and related costs | $ | 409 | $ | — | $ | — | $ | 409 | ||||||||
Asset impairments | 6,650 | — | (6,650 | ) | — | |||||||||||
Contract termination and other associated costs | 4,385 | — | — | 4,385 | ||||||||||||
Liability, end of the period | $ | 11,444 | $ | — | $ | (6,650 | ) | $ | 4,794 | |||||||
Basis_of_Presentation_and_Acco2
Basis of Presentation and Accounting Policies (Details) | 3 Months Ended |
Sep. 30, 2013 | |
segment | |
Accounting Policies [Abstract] | ' |
Number of operating segments | 1 |
Product_Revenues_Net_Details
Product Revenues, Net (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Product Revenue Allowance and Reserve [Roll Forward] | ' |
Product revenue allowance and reserve, beginning balance | $75,393 |
Provision related to current period sales | 193,701 |
Adjustments related to prior period sales | 15,678 |
Credits/payments made | -196,285 |
Product revenue allowance and reserve, ending balance | 88,487 |
Trade Allowances [Member] | ' |
Product Revenue Allowance and Reserve [Roll Forward] | ' |
Product revenue allowance and reserve, beginning balance | 5,416 |
Provision related to current period sales | 26,584 |
Adjustments related to prior period sales | 348 |
Credits/payments made | -29,960 |
Product revenue allowance and reserve, ending balance | 2,388 |
Rebates Chargebacks and Discounts [Member] | ' |
Product Revenue Allowance and Reserve [Roll Forward] | ' |
Product revenue allowance and reserve, beginning balance | 63,560 |
Provision related to current period sales | 155,269 |
Adjustments related to prior period sales | 4,433 |
Credits/payments made | -153,035 |
Product revenue allowance and reserve, ending balance | 70,227 |
Product Returns [Member] | ' |
Product Revenue Allowance and Reserve [Roll Forward] | ' |
Product revenue allowance and reserve, beginning balance | 2,852 |
Provision related to current period sales | 3,687 |
Adjustments related to prior period sales | 11,125 |
Credits/payments made | -3,649 |
Product revenue allowance and reserve, ending balance | 14,015 |
Other Incentives [Member] | ' |
Product Revenue Allowance and Reserve [Roll Forward] | ' |
Product revenue allowance and reserve, beginning balance | 3,565 |
Provision related to current period sales | 8,161 |
Adjustments related to prior period sales | -228 |
Credits/payments made | -9,641 |
Product revenue allowance and reserve, ending balance | $1,857 |
Collaborative_Arrangements_Det
Collaborative Arrangements (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 28 Months Ended | |||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2006 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Apr. 30, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2006 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | ||||
Janssen Pharmaceutica, N.V. | Janssen Pharmaceutica, N.V. | Janssen Pharmaceutica, N.V. | Janssen Pharmaceutica, N.V. | Janssen Pharmaceutica, N.V. | Mitsubishi Tanabe Pharma Corporation | Mitsubishi Tanabe Pharma Corporation | Mitsubishi Tanabe Pharma Corporation | Mitsubishi Tanabe Pharma Corporation | Cystic Fibrosis Foundation Therapeutics Incorporated | Cystic Fibrosis Foundation Therapeutics Incorporated | Cystic Fibrosis Foundation Therapeutics Incorporated | Cystic Fibrosis Foundation Therapeutics Incorporated | Cystic Fibrosis Foundation Therapeutics Incorporated | Cystic Fibrosis Foundation Therapeutics Incorporated | Cystic Fibrosis Foundation Therapeutics Incorporated | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | |||||||||
payment | lines | lines | lines | ||||||||||||||||||||||||||||
Schedule of Collaborative Arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Drug development costs to be paid by collaborator (as a percent) | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Up-front license payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | $165,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Deferred revenue related to up-front license payment | ' | ' | ' | ' | ' | 34,200,000 | ' | 34,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total contingent milestone payments earned | ' | ' | ' | ' | ' | 350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Notice period required to terminate without cause (in years) | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Notice period required for termination after first commercial sale ( in years) | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Collaborative revenues recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Royalty revenues | 27,012,000 | 25,586,000 | 119,705,000 | 98,047,000 | ' | 20,994,000 | 19,957,000 | 104,108,000 | 80,811,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Amortized portion of up-front payment | ' | ' | ' | ' | ' | 3,107,000 | 3,107,000 | 9,321,000 | 9,321,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net reimbursement (payment) for telaprevir development costs | ' | ' | ' | ' | ' | 1,413,000 | -503,000 | 1,422,000 | -2,569,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Reimbursement for manufacturing services | ' | ' | ' | ' | ' | 0 | 0 | 10,299,000 | 4,449,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Collaborative revenues | 8,035,000 | 6,919,000 | 32,290,000 | 42,852,000 | ' | 4,520,000 | 2,604,000 | 21,042,000 | 11,201,000 | ' | 0 | 18,900,000 | ' | ' | ' | 3,515,000 | ' | 4,315,000 | 11,318,000 | 12,772,000 | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total revenues | 221,700,000 | 336,006,000 | 860,818,000 | 1,193,048,000 | ' | 25,514,000 | 22,561,000 | 125,150,000 | 92,012,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
License fee paid upon amendment of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Milestone payment received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,000,000 | ' | ' | 9,300,000 | 9,300,000 | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | |||
Notice period required to terminate without cause (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Collaborative funding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of years over which funding will be made (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of commercial milestone payments for achievement of certain sales levels for corrector compound such as VX-809 or VX-661 (in payments) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Up-front payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | |||
Milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | |||
Development milestone payments, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 312,500,000 | ' | |||
Commercial milestone payments, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | |||
Notice period for termination of contract due to technical failure (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | |||
Notice period for termination of contract after completion of clinical trials (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | |||
Latest expiration period for royalty obligation after first commercial sale in country unless contract is terminated earlier (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | |||
Noncontrolling Interest (Alios) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Number of lines on balance sheet where noncontrolling interest is reported | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 2 | ' | 2 | ' | |||
Loss (income) before provision for (benefit from) income taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,056,000 | 5,090,000 | 21,177,000 | 14,581,000 | ' | ' | |||
Decrease (increase) in fair value of contingent milestone and royalty payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,220,000 | -57,560,000 | 1,600,000 | -112,760,000 | ' | ' | |||
Provision for (benefit from) income taxes | -751,000 | 21,355,000 | -132,863,000 | 41,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,306,000 | 21,394,000 | -9,089,000 | 40,354,000 | ' | ' | |||
Net loss (income) attributable to noncontrolling interest (Alios) | -4,530,000 | 31,076,000 | -13,688,000 | 57,825,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,530,000 | -31,076,000 | 13,688,000 | -57,825,000 | ' | ' | |||
Restricted cash and cash equivalents (Alios) | 51,059,000 | [1] | ' | 51,059,000 | [1] | ' | 69,983,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,059,000 | ' | 51,059,000 | ' | 51,059,000 | 69,983,000 |
Prepaid expenses and other current assets | 41,104,000 | [1] | ' | 41,104,000 | [1] | ' | 24,673,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,821,000 | ' | 8,821,000 | ' | 8,821,000 | 672,000 |
Property and equipment, net | 648,924,000 | [1] | ' | 648,924,000 | [1] | ' | 433,609,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,374,000 | ' | 1,374,000 | ' | 1,374,000 | 1,728,000 |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,600,000 | ' | 250,600,000 | ' | 250,600,000 | 250,600,000 | |||
Goodwill | 30,992,000 | [1] | ' | 30,992,000 | [1] | ' | 30,992,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,890,000 | ' | 4,890,000 | ' | 4,890,000 | 4,890,000 |
Other assets | 3,474,000 | [1] | ' | 3,474,000 | [1] | ' | 9,668,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153,000 | ' | 153,000 | ' | 153,000 | 861,000 |
Accounts payable | 51,533,000 | [1] | ' | 51,533,000 | [1] | ' | 101,292,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,251,000 | ' | 1,251,000 | ' | 1,251,000 | 1,054,000 |
Accrued expenses | 280,848,000 | [1] | ' | 280,848,000 | [1] | ' | 264,884,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,689,000 | ' | 6,689,000 | ' | 6,689,000 | 6,099,000 |
Deferred tax liability | 150,203,000 | [1] | ' | 150,203,000 | [1] | ' | 280,367,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,203,000 | ' | 150,203,000 | ' | 150,203,000 | 152,781,000 |
Other liabilities, excluding current portion | 10,782,000 | [1] | ' | 10,782,000 | [1] | ' | 13,902,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 873,000 | ' | 873,000 | ' | 873,000 | 1,625,000 |
Redeemable noncontrolling interest (Alios) | 39,624,000 | [1] | ' | 39,624,000 | [1] | ' | 38,530,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,624,000 | ' | 39,624,000 | ' | 39,624,000 | 38,530,000 |
Noncontrolling interest (Alios) | $182,168,000 | [1] | ' | $182,168,000 | [1] | ' | $196,672,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $182,168,000 | ' | $182,168,000 | ' | $182,168,000 | $196,672,000 |
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Net_Income_Loss_Per_Share_Attr2
Net Income (Loss) Per Share Attributable to Vertex Common Shareholders (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,807 | 20,226 | 16,807 | 20,226 |
Convertible senior subordinated notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 8,192 | 0 | 8,192 |
Unvested restricted stock and restricted stock units | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,838 | 2,222 | 2,838 | 2,222 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 |
Financial assets carried at fair value: | ' |
Cash equivalents (Alios) | $48,700,000 |
Recurring basis | Total | ' |
Financial assets carried at fair value: | ' |
Total | 1,151,345,000 |
Recurring basis | Total | Money market funds | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 308,981,000 |
Recurring basis | Total | Government-sponsored enterprise securities | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 2,895,000 |
Marketable securities: | 555,527,000 |
Recurring basis | Total | Commercial paper | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 125,264,000 |
Recurring basis | Total | Corporate debt securities | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 158,678,000 |
Recurring basis | Level 1 | ' |
Financial assets carried at fair value: | ' |
Total | 867,403,000 |
Recurring basis | Level 1 | Money market funds | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 308,981,000 |
Recurring basis | Level 1 | Government-sponsored enterprise securities | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 2,895,000 |
Marketable securities: | 555,527,000 |
Recurring basis | Level 1 | Commercial paper | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 0 |
Recurring basis | Level 1 | Corporate debt securities | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 0 |
Recurring basis | Level 2 | ' |
Financial assets carried at fair value: | ' |
Total | 283,942,000 |
Recurring basis | Level 2 | Money market funds | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 0 |
Recurring basis | Level 2 | Government-sponsored enterprise securities | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 0 |
Marketable securities: | 0 |
Recurring basis | Level 2 | Commercial paper | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 125,264,000 |
Recurring basis | Level 2 | Corporate debt securities | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 158,678,000 |
Recurring basis | Level 3 | ' |
Financial assets carried at fair value: | ' |
Total | 0 |
Recurring basis | Level 3 | Money market funds | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 0 |
Recurring basis | Level 3 | Government-sponsored enterprise securities | ' |
Financial assets carried at fair value: | ' |
Cash equivalents: | 0 |
Marketable securities: | 0 |
Recurring basis | Level 3 | Commercial paper | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | 0 |
Recurring basis | Level 3 | Corporate debt securities | ' |
Financial assets carried at fair value: | ' |
Marketable securities: | $0 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Summary of cash, cash equivalents and marketable securities | ' | ' |
Amortized Cost | $1,422,447 | $1,321,019 |
Gross Unrealized Gains | 252 | 217 |
Gross Unrealized Losses | -49 | -21 |
Fair Value | 1,422,650 | 1,321,215 |
Total cash and cash equivalents | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Amortized Cost | 583,181 | 489,407 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 583,181 | 489,407 |
Cash and money market funds | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Amortized Cost | 580,286 | 489,407 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 580,286 | 489,407 |
Government-sponsored enterprise securities | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Amortized Cost | 2,895 | 0 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 2,895 | 0 |
Available-for-sale Securities [Member] | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Gross Unrealized Gains | 252 | 217 |
Gross Unrealized Losses | -49 | -21 |
Available-for-sale Securities, Amortized Cost Basis | 839,266 | 831,612 |
Available-for-sale Securities, Fair Value Disclosure | 839,469 | 831,808 |
U.S. Treasury securities | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Gross Unrealized Gains | 0 | 2 |
Gross Unrealized Losses | 0 | -2 |
Available-for-sale Securities, Amortized Cost Basis | 0 | 111,350 |
Available-for-sale Securities, Fair Value Disclosure | 0 | 111,350 |
Government-sponsored enterprise securities (due within 1 year) | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Gross Unrealized Gains | 35 | 49 |
Gross Unrealized Losses | -10 | -5 |
Available-for-sale Securities, Amortized Cost Basis | 555,502 | 440,181 |
Available-for-sale Securities, Fair Value Disclosure | 555,527 | 440,225 |
Commercial paper | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Gross Unrealized Gains | 191 | 155 |
Gross Unrealized Losses | 0 | 0 |
Available-for-sale Securities, Amortized Cost Basis | 125,073 | 225,294 |
Available-for-sale Securities, Fair Value Disclosure | 125,264 | 225,449 |
Corporate debt securities (due within 1 year) | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Gross Unrealized Gains | 21 | 1 |
Gross Unrealized Losses | -38 | -1 |
Available-for-sale Securities, Amortized Cost Basis | 148,672 | 15,429 |
Available-for-sale Securities, Fair Value Disclosure | 148,655 | 15,429 |
Corporate debt securities (due after 1 year through 5 years) | ' | ' |
Summary of cash, cash equivalents and marketable securities | ' | ' |
Gross Unrealized Gains | 5 | 10 |
Gross Unrealized Losses | -1 | -13 |
Available-for-sale Securities, Amortized Cost Basis | 10,019 | 39,358 |
Available-for-sale Securities, Fair Value Disclosure | $10,023 | $39,355 |
Marketable_Securities_Details_
Marketable Securities (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents [Abstract] | ' | ' | ||
Cash equivalents (Alios) | $51,059 | [1] | $69,983 | [1] |
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' | ||
Balance at balance sheet date | ' | ' | ($550) | [1] | ' | |
Other comprehensive income (loss) before reclassifications | ' | ' | 0 | ' | ||
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | ' | ||
Net current period other comprehensive income (loss) | 680 | 257 | 0 | 637 | ||
Balance at balance sheet date | -550 | [1] | ' | -550 | [1] | ' |
Foreign Currency Translation Adjustment | ' | ' | ' | ' | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' | ||
Balance at balance sheet date | ' | ' | -746 | ' | ||
Other comprehensive income (loss) before reclassifications | ' | ' | -7 | ' | ||
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | ' | ||
Net current period other comprehensive income (loss) | ' | ' | -7 | ' | ||
Balance at balance sheet date | -753 | ' | -753 | ' | ||
Unrealized Holding Gains on Marketable Securities, Net of Tax | ' | ' | ' | ' | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' | ' | ||
Balance at balance sheet date | ' | ' | 196 | ' | ||
Other comprehensive income (loss) before reclassifications | ' | ' | 7 | ' | ||
Amounts reclassified from accumulated other comprehensive loss | ' | ' | 0 | ' | ||
Net current period other comprehensive income (loss) | ' | ' | 7 | ' | ||
Balance at balance sheet date | $203 | ' | $203 | ' | ||
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Inventories_Inventories_Schedu
Inventories Inventories- Schedule of Inventories (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||
Inventory Disclosure [Abstract] | ' | ' | ' | ' | ' | |||
Raw materials | $232 | ' | $232 | ' | $3,754 | |||
Work-in-process | 7,980 | ' | 7,980 | ' | 11,317 | |||
Finished goods | 5,325 | ' | 5,325 | ' | 15,393 | |||
Total | 13,537 | [1] | ' | 13,537 | [1] | ' | 30,464 | [1] |
Write-down of inventories to net realizable value | $5,300 | $0 | $10,358 | $78,000 | ' | |||
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | ||||
Research and Development Arrangement | Research and Development Arrangement | VX-222Asset [Member] | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Vertex | |||||||||
VX-222Asset [Member] | VX-222Asset [Member] | Research and Development Arrangement | |||||||||||||
Indefinite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Intangible assets | $250,600,000 | [1] | ' | $250,600,000 | [1] | ' | $663,500,000 | [1] | $0 | $412,900,000 | ' | ' | ' | $250,600,000 | ' |
Intangible asset impairment charge | 0 | 0 | 412,900,000 | 0 | ' | ' | ' | 412,900,000 | ' | ' | ' | 285,300,000 | |||
Deferred federal income tax expense (benefit) | ' | ' | 127,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Extraordinary Item, Earnings Per Share Impact, Net | ' | ' | $1,280 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Goodwill | 30,992,000 | [1] | ' | 30,992,000 | [1] | ' | 30,992,000 | [1] | ' | ' | ' | 4,890,000 | 4,890,000 | ' | ' |
Goodwill, period increase (decrease) | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Convertible_Senior_Subordinate1
Convertible Senior Subordinated Notes (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2010 | Jun. 30, 2013 | ||
Convertible Senior Subordinated Notes 3.35 Percent Due 2015 | Convertible Senior Subordinated Notes 3.35 Percent Due 2015 | |||||
Convertible Senior Subordinated Notes | ' | ' | ' | ' | ||
Convertible senior subordinated notes | $0 | [1] | $400,000,000 | [1] | $400,000,000 | ' |
Net proceeds from convertible debt offering | ' | ' | 391,600,000 | ' | ||
Underwriting discount | ' | ' | 8,400,000 | ' | ||
Conversion price (in dollars per share) | ' | ' | $48.83 | ' | ||
Convertible senior subordinated notes (due 2015) conversion | ' | ' | ' | -8,188,448 | ||
Stock Redeemed or Called During Period, Value | ' | ' | ' | 200,000 | ||
Redemption Premium | ' | ' | ' | 16.75 | ||
Original conversion rate, number of shares to be issued per $1000 of principal (in shares) | ' | ' | 20.4794 | ' | ||
Convertible debt principal amount, basis for exchange | ' | ' | 1,000 | 1,000 | ||
Interest rate (as a percent) | ' | ' | 3.35% | ' | ||
Percent closing price needs to exceed the conversion price for at least 20 trading days within 30 consecutive trading days for provisional redemption (as a percent) | ' | ' | 130.00% | ' | ||
Minimum number of days within 30 consecutive trading days the closing price needs to exceed the conversion price for provisional redemption (in days) | ' | ' | '20 days | ' | ||
Total consecutive trading days during which the closing price must exceed the conversion price for at least 20 trading days for provisional redemption (in days) | ' | ' | '30 days | ' | ||
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | 399,800,000 | ||
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | 87,109 | ||
Interest Expense, Debt | ' | ' | ' | 6,700,000 | ||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | ' | ' | ' | $4,200,000 | ||
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Longterm_Obligations_Details
Long-term Obligations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2011 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | |||
leases | ||||||
squarefeet | ||||||
building | ||||||
Long-term Debt and Capital Lease Obligations [Abstract] | ' | ' | ' | ' | ||
Line of Credit Facility, Current Borrowing Capacity | ' | ' | $31,900,000 | ' | ||
Debt Instrument, Interest Rate, Low of Range | ' | 3.00% | ' | ' | ||
Debt Instrument, Interest Rate, High of Range | ' | 7.00% | ' | ' | ||
Number of leases (leases) | 2 | ' | ' | ' | ||
Area of leased property (in square feet) | 1,100,000 | ' | ' | ' | ||
Number of buildings under lease agreement (buildings) | 2 | ' | ' | ' | ||
Initial term of lease agreement (in years) | '15 years | ' | ' | ' | ||
Optional term of lease agreement (in years) | '10 years | ' | ' | ' | ||
Construction in progress | ' | 467,600,000 | ' | 290,700,000 | ||
Construction financing lease obligation | ' | 392,569,000 | [1] | ' | 268,031,000 | [1] |
Change in Restricted Cash Balance as Result of Transactions | ' | $31,800,000 | ' | ' | ||
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Longterm_Debt_Obligations_Deta
Long-term Debt Obligations (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
2013 | $1,883 |
2014 | 18,077 |
2015 | 15,608 |
2016 | 8,924 |
2017 | 8,481 |
Capital Leases, Future Minimum payments due in Six years | 7,877 |
2018 | 409 |
Total payments | 61,259 |
Less: amount representing interest | -7,449 |
Present value of payments | $53,810 |
Stockbased_Compensation_Expens2
Stock-based Compensation Expense (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock-based compensation expense: | ' | ' | ' | ' |
Less stock-based compensation expense capitalized to inventories | ($204) | ($339) | ($885) | ($888) |
Total stock-based compensation expense included in costs and expenses | 31,308 | 27,582 | 103,933 | 86,649 |
Stock options | ' | ' | ' | ' |
Stock-based compensation expense: | ' | ' | ' | ' |
Stock-based compensation expense by type of award | 19,010 | 18,869 | 68,633 | 59,774 |
Type of award: | ' | ' | ' | ' |
Unrecognized Expense, Net of Estimated Forfeitures | 184,969 | ' | 184,969 | ' |
Weighted-average Recognition Period (in years) | '2 years 8 months 27 days | ' | ' | ' |
Restricted stock and restricted stock units | ' | ' | ' | ' |
Stock-based compensation expense: | ' | ' | ' | ' |
Stock-based compensation expense by type of award | 10,998 | 7,104 | 30,108 | 21,643 |
Type of award: | ' | ' | ' | ' |
Unrecognized Expense, Net of Estimated Forfeitures | 103,454 | ' | 103,454 | ' |
Weighted-average Recognition Period (in years) | '2 years 7 months 10 days | ' | ' | ' |
ESPP share issuances | ' | ' | ' | ' |
Stock-based compensation expense: | ' | ' | ' | ' |
Stock-based compensation expense by type of award | 1,504 | 1,948 | 6,077 | 6,120 |
Type of award: | ' | ' | ' | ' |
Unrecognized Expense, Net of Estimated Forfeitures | 830 | ' | 830 | ' |
Weighted-average Recognition Period (in years) | '3 months 22 days | ' | ' | ' |
Research and development expenses | ' | ' | ' | ' |
Stock-based compensation expense: | ' | ' | ' | ' |
Total stock-based compensation expense included in costs and expenses | 19,223 | 17,444 | 64,312 | 54,425 |
Sales, general and administrative expenses | ' | ' | ' | ' |
Stock-based compensation expense: | ' | ' | ' | ' |
Total stock-based compensation expense included in costs and expenses | $12,085 | $10,138 | $39,621 | $32,224 |
Stockbased_Compensation_Expens3
Stock-based Compensation Expense (Details 2) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price range, options outstanding (in shares) | 16,807 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '7 years 1 month 2 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $44.47 |
Exercise price range, options exercisable (in shares) | 7,344 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $37.87 |
Exercise Price Range from Dollars 9.07 to Dollars 20.00 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $9.07 |
Exercise price, high end of range (usd per share) | $20 |
Exercise price range, options outstanding (in shares) | 462 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '2 years 7 months 21 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $15.27 |
Exercise price range, options exercisable (in shares) | 462 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $15.27 |
Exercise Price Range from Dollars 20.01 to Dollars 30.00 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $20.01 |
Exercise price, high end of range (usd per share) | $30 |
Exercise price range, options outstanding (in shares) | 1,076 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '5 years 11 months 23 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $29.37 |
Exercise price range, options exercisable (in shares) | 801 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $29.19 |
Exercise Price Range from Dollars 30.01 to Dollars 40.00 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $30.01 |
Exercise price, high end of range (usd per share) | $40 |
Exercise price range, options outstanding (in shares) | 7,253 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '5 years 7 months 2 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $36.58 |
Exercise price range, options exercisable (in shares) | 4,525 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $35.93 |
Exercise Price Range from Dollars 40.01 to Dollars 50.00 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $40.01 |
Exercise price, high end of range (usd per share) | $50 |
Exercise price range, options outstanding (in shares) | 4,552 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '9 years 1 month 6 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $46.33 |
Exercise price range, options exercisable (in shares) | 570 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $46.73 |
Exercise Price Range from Dollars 50.01 to Dollars 60.00 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $50.01 |
Exercise price, high end of range (usd per share) | $60 |
Exercise price range, options outstanding (in shares) | 1,840 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '7 years 7 months 10 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $53.72 |
Exercise price range, options exercisable (in shares) | 805 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $54.49 |
Exercise Price Range From Dollars 60.01 to 64.30 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $60.01 |
Exercise price, high end of range (usd per share) | $70 |
Exercise price range, options outstanding (in shares) | 44 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '8 years 7 months 21 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $63.23 |
Exercise price range, options exercisable (in shares) | 11 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $63.19 |
Exercise Price Range From Dollars 70.01 to 80.00 [Member] [Domain] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $70.01 |
Exercise price, high end of range (usd per share) | $80 |
Exercise price range, options outstanding (in shares) | 85 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '9 years 8 months 1 day |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $77.73 |
Exercise price range, options exercisable (in shares) | 4 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $77.73 |
Exercise Price Range From Dollars 80.01 to 88.18 [Domain] | ' |
Share-based Compensation Arrangement by Share-based Payment Award | ' |
Exercise price, low end of range (usd per share) | $80.01 |
Exercise price, high end of range (usd per share) | $88.18 |
Exercise price range, options outstanding (in shares) | 1,495 |
Exercise price range, options outstanding, weighted-average remaining contractual life (in years) | '9 years 9 months 22 days |
Exercise price range, options outstanding, weighted-average exercise price (in dollars per share) | $83.13 |
Exercise price range, options exercisable (in shares) | 166 |
Exercise price range, options exercisable, weighted-average exercise price (in dollars per share) | $81.54 |
Sale_of_HIV_Protease_Inhibitor1
Sale of HIV Protease Inhibitor Royalty Stream (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2008 | Sep. 30, 2013 |
Sale of HIV Protease Inhibitor Royalty Stream | ' | ' |
Gross proceeds from sale of royalty rights receivable from GlaxoSmithKline | $160 | ' |
Deferred Revenue Royalty Purchase Agreement | ' | $71.50 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Jun. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | ||||
Total Vertex Shareholders' Equity | Total Vertex Shareholders' Equity | Noncontrolling Interest (Alios) | Noncontrolling Interest (Alios) | Noncontrolling Interest (Alios) | Noncontrolling Interest (Alios) | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | Alios Bio Pharma Inc | |||||||||
Tax Carryforwards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Provision for (benefit from) income taxes | ($751,000) | $21,355,000 | ($132,863,000) | $41,450,000 | ' | $2,600,000 | ($123,800,000) | ($3,300,000) | ' | ($9,100,000) | ' | ($3,306,000) | $21,394,000 | ($9,089,000) | $40,354,000 | ' | |||
Current State and Local Tax Expense (Benefit) | ' | 0 | ' | 1,100,000 | ' | ' | ' | ' | 21,400,000 | ' | 40,400,000 | ' | ' | ' | ' | ' | |||
Intangible asset impairment charge | 0 | 0 | 412,900,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Deferred federal income tax expense (benefit) | ' | ' | 127,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Deferred tax liability | 150,203,000 | [1] | ' | 150,203,000 | [1] | ' | 280,367,000 | [1] | ' | ' | ' | ' | ' | ' | 150,203,000 | ' | 150,203,000 | ' | 152,781,000 |
Federal income tax net operating loss carryfowards | ' | ' | ' | ' | 2,600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Income taxes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | |||
Federal income tax credit carryforwards | ' | ' | ' | ' | 98,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
State income tax net operating loss carryforwards | ' | ' | ' | ' | 1,500,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
State income tax credit credit carryforwards | ' | ' | ' | ' | $60,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
[1] | Amounts include the assets and liabilities of Vertex’s variable interest entity (“VIEâ€), Alios BioPharma, Inc. (“Aliosâ€). Vertex’s interests and obligations with respect to the VIE’s assets and liabilities are limited to those accorded to Vertex in its agreement with Alios. See Note C, "Collaborative Arrangements," to these condensed consolidated financial statements for amounts. |
Restructuring_Liability_Detail
Restructuring Liability (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2003 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring expense | ' | $12,048,000 | $696,000 | $12,863,000 | $1,650,000 | ' | ' | ' | ' | ' |
Non-cash Expense | ' | ' | ' | 5,856,000 | 8,070,000 | ' | ' | ' | ' | ' |
Kendall Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease term (in years) | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate, lease restructuring liability (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% |
Restructuring expense | ' | 524,000 | 696,000 | 1,339,000 | 1,650,000 | ' | ' | ' | ' | ' |
Cash payments | ' | -3,901,000 | -3,726,000 | -11,323,000 | -11,137,000 | ' | ' | ' | ' | ' |
Restructuring Reserve | ' | 21,344,000 | 24,155,000 | 21,344,000 | 24,155,000 | 22,051,000 | 23,328,000 | 24,830,000 | 26,313,000 | ' |
Strategic Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Strategic Restructuring | ' | 11,444,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash Expense | ' | -6,650,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve | ' | 4,794,000 | ' | 4,794,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Employee Severance [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring expense | ' | 409,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash Expense | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve | ' | 409,000 | ' | 409,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Contract Termination [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring expense | ' | 4,385,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash Expense | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve | ' | 4,385,000 | ' | 4,385,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Asset Impairments [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring expense | ' | 6,650,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payments | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash Expense | ' | -6,650,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Reserve | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Minimum [Member] | Employee Severance [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Minimum [Member] | Other Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Minimum [Member] | Asset Impairments [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 45,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Maximum [Member] | Employee Severance [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Maximum [Member] | Other Restructuring [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' |
Strategic Restructuring [Member] | Subsequent Event [Member] | Maximum [Member] | Asset Impairments [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected restructuring charges | ' | ' | ' | $8,000,000 | ' | ' | ' | ' | ' | ' |
Restructuring_Liability_Detail1
Restructuring Liability (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Restructuring activities | ' | ' | ' | ' |
Restructuring expense | $12,048 | $696 | $12,863 | $1,650 |
Kendall Restructuring [Member] | ' | ' | ' | ' |
Restructuring activities | ' | ' | ' | ' |
Liability, beginning of the period | 22,051 | 24,830 | 23,328 | 26,313 |
Cash payments | -3,901 | -3,726 | -11,323 | -11,137 |
Cash received from subleases | 2,670 | 2,355 | 8,000 | 7,329 |
Restructuring expense | 524 | 696 | 1,339 | 1,650 |
Liability, end of the period | $21,344 | $24,155 | $21,344 | $24,155 |
Contingencies_Contingencies_De
Contingencies Contingencies (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Material contingent liabilities accrued | $0 | $0 |
Subsequent_Events_Details
Subsequent Events (Details) (Strategic Restructuring [Member], USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
Minimum [Member] | Maximum [Member] | ||
Subsequent Event [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' | ' |
Expected restructuring charges | ' | $35,000,000 | $45,000,000 |
Strategic Restructuring | $11,444,000 | ' | ' |