Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 20, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'NKTR | ' | ' |
Entity Registrant Name | 'NEKTAR THERAPEUTICS | ' | ' |
Entity Central Index Key | '0000906709 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 126,645,285 | ' |
Entity Public Float | ' | ' | $1,330,867,461 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $39,067 | $25,437 |
Short-term investments | 197,959 | 251,757 |
Accounts receivable, net of allowance of nil at December 31, 2013 and 2012 | 2,229 | 5,805 |
Inventory | 13,452 | 18,269 |
Other current assets | 5,175 | 13,363 |
Total current assets | 257,882 | 314,631 |
Restricted Cash | 25,000 | 25,000 |
Property and equipment, net | 66,974 | 72,215 |
Goodwill | 76,501 | 76,501 |
Other assets | 8,170 | 9,443 |
Total assets | 434,527 | 497,790 |
Current liabilities: | ' | ' |
Accounts payable | 9,115 | 2,863 |
Accrued compensation | 14,254 | 8,773 |
Accrued expenses | 6,243 | 8,008 |
Accrued clinical trial expenses | 16,905 | 17,500 |
Deferred revenue, current portion | 23,664 | 21,896 |
Interest payable | 6,917 | 7,083 |
Liability related to the sale of future royalties, current portion | 7,000 | 3,000 |
Other current liabilities | 14,123 | 9,414 |
Total current liabilities | 98,221 | 78,537 |
Senior secured notes | 125,000 | 125,000 |
Capital lease obligations, less current portion | 8,049 | 11,607 |
Liability related to receipt of refundable milestone payment | 70,000 | ' |
Liability related to the sale of future royalties, less current portion | 121,520 | 128,266 |
Deferred revenue, less current portion | 82,384 | 96,551 |
Other long-term liabilities | 19,256 | 10,811 |
Total liabilities | 524,430 | 450,772 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, 10,000 shares authorized, $0.0001 par value; no shares designated, issued or outstanding at December 31, 2013 and 2012 | ' | ' |
Common stock, $0.0001 par value; 300,000 authorized; 116,494 shares and 115,259 shares issued and outstanding at December 31, 2013 and 2012, respectively | 11 | 11 |
Capital in excess of par value | 1,643,660 | 1,617,744 |
Accumulated other comprehensive loss | -1,181 | -357 |
Accumulated deficit | -1,732,393 | -1,570,380 |
Total stockholders' equity (deficit) | -89,903 | 47,018 |
Total liabilities and stockholders' equity (deficit) | $434,527 | $497,790 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Allowance for accounts receivable | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares designated | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000 | 300,000 |
Common stock, shares issued | 116,494 | 115,259 |
Common stock, shares outstanding | 116,494 | 115,259 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
Product sales | $44,846 | $35,399 | $24,864 |
Royalty revenue | 1,148 | 4,874 | 10,327 |
Non-cash royalty revenue related to sale of future royalties | 22,055 | 10,791 | ' |
License, collaboration and other revenue | 80,872 | 30,127 | 36,289 |
Total revenue | 148,921 | 81,191 | 71,480 |
Operating costs and expenses: | ' | ' | ' |
Cost of goods sold | 38,509 | 30,428 | 21,891 |
Research and development | 190,010 | 148,675 | 126,766 |
General and administrative | 40,532 | 41,614 | 46,760 |
Impairment of long-lived assets | ' | 1,675 | ' |
Total operating costs and expenses | 269,051 | 222,392 | 195,417 |
Loss from operations | -120,130 | -141,201 | -123,937 |
Non-operating income (expense): | ' | ' | ' |
Interest income | 732 | 2,315 | 2,244 |
Interest expense | -18,453 | -15,489 | -10,223 |
Non-cash interest expense on liability related to sale of future royalties | -22,309 | -18,057 | ' |
Other income (expense), net | 392 | 983 | -1,044 |
Total non-operating expense, net | -39,638 | -30,248 | -9,023 |
Loss before provision for income taxes | -159,768 | -171,449 | -132,960 |
Provision for income taxes | 2,245 | 406 | 1,018 |
Net loss | ($162,013) | ($171,855) | ($133,978) |
Basic and diluted net loss per share | ($1.40) | ($1.50) | ($1.19) |
Weighted average shares outstanding used in computing basic and diluted net loss per share | 115,732 | 114,820 | 112,942 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Net loss | ($162,013) | ($171,855) | ($133,978) |
Other comprehensive income (loss): | ' | ' | ' |
Net unrealized gain (loss) on available-for-sale investments | -268 | 1,206 | -783 |
Income tax provision (benefit) on unrealized gain on available-for-sale investments | 470 | -470 | ' |
Net foreign currency translation gain (loss) | -1,026 | 10 | -1,288 |
Other comprehensive income (loss), net of tax | -824 | 746 | -2,071 |
Comprehensive loss | ($162,837) | ($171,109) | ($136,049) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common Shares [Member] | Capital in Excess of Par Value [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Accumulated Deficit [Member] |
In Thousands | |||||
Beginning Balance at Dec. 31, 2010 | $90,662 | $9 | $1,354,232 | $968 | ($1,264,547) |
Beginning Balance, Shares at Dec. 31, 2010 | ' | 94,517 | ' | ' | ' |
Sale of common stock, net of issuance costs of $617 | 219,783 | 2 | 219,781 | ' | ' |
Sale of common stock, Shares | ' | 19,000 | ' | ' | ' |
Shares issued under equity compensation plans | 4,530 | ' | 4,530 | ' | ' |
Shares issued under equity compensation plans, Shares | ' | 968 | ' | ' | ' |
Stock-based compensation | 18,885 | ' | 18,885 | ' | ' |
Other comprehensive income/(loss) | -2,071 | ' | ' | -2,071 | ' |
Net loss | -133,978 | ' | ' | ' | -133,978 |
Ending Balance at Dec. 31, 2011 | 197,811 | 11 | 1,597,428 | -1,103 | -1,398,525 |
Ending Balance, Shares at Dec. 31, 2011 | ' | 114,485 | ' | ' | ' |
Shares issued under equity compensation plans | 4,117 | ' | 4,117 | ' | ' |
Shares issued under equity compensation plans, Shares | ' | 774 | ' | ' | ' |
Stock-based compensation | 16,199 | ' | 16,199 | ' | ' |
Other comprehensive income/(loss) | 746 | ' | ' | 746 | ' |
Net loss | -171,855 | ' | ' | ' | -171,855 |
Ending Balance at Dec. 31, 2012 | 47,018 | 11 | 1,617,744 | -357 | -1,570,380 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 115,259 | ' | ' | ' |
Shares issued under equity compensation plans | 8,208 | ' | 8,208 | ' | ' |
Shares issued under equity compensation plans, Shares | ' | 1,235 | ' | ' | ' |
Stock-based compensation | 17,708 | ' | 17,708 | ' | ' |
Other comprehensive income/(loss) | -824 | ' | ' | -824 | ' |
Net loss | -162,013 | ' | ' | ' | -162,013 |
Ending Balance at Dec. 31, 2013 | ($89,903) | $11 | $1,643,660 | ($1,181) | ($1,732,393) |
Ending Balance, Shares at Dec. 31, 2013 | ' | 116,494 | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2011 |
Statement Of Stockholders Equity [Abstract] | ' |
Stock issuance costs | $617 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($162,013) | ($171,855) | ($133,978) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Non-cash royalty revenue related to sale of future royalties | -22,055 | -10,791 | ' |
Non-cash interest expense on liability related to sale of future royalties | 22,309 | 18,057 | ' |
Stock-based compensation | 17,708 | 16,199 | 18,885 |
Depreciation and amortization | 14,275 | 14,508 | 14,951 |
Impairment of long-lived assets | ' | 1,675 | ' |
Other non-cash transactions | 664 | 845 | 1,359 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable, net | 3,576 | -867 | 20,164 |
Inventory | 4,817 | -5,613 | -5,390 |
Other assets | 6,423 | 6,031 | -12,267 |
Accounts payable | 6,199 | -122 | -3,384 |
Accrued compensation | 5,481 | -4,034 | 3,555 |
Accrued expenses | -1,915 | 1,495 | 1,013 |
Accrued clinical trial expenses | -595 | 5,547 | -191 |
Deferred revenue | -12,399 | -9,384 | -17,516 |
Interest payable | -166 | 5,278 | ' |
Liability related to receipt of refundable milestone payment | 70,000 | ' | ' |
Other liabilities | 9,164 | 3,275 | -943 |
Net cash used in operating activities | -38,527 | -129,756 | -113,742 |
Cash flows from investing activities: | ' | ' | ' |
Maturities of investments | 319,181 | 307,887 | 383,052 |
Purchases of investments | -268,068 | -164,662 | -695,371 |
Sales of investments | 2,887 | 5,378 | 210,089 |
Restricted cash | ' | -25,000 | ' |
Purchases of property and equipment | -4,091 | -10,583 | -9,722 |
Net cash provided by (used in) investing activities | 49,909 | 113,020 | -111,952 |
Cash flows from financing activities: | ' | ' | ' |
Payment of capital lease obligations | -2,992 | -2,437 | -1,978 |
(Repayment of) proceeds from sale of future royalties, net of $4.4 million of transaction costs in 2012 | -3,000 | 119,588 | ' |
Proceeds from issuance of senior secured notes, net of $4.5 million of issuance costs | ' | 77,940 | ' |
Repayment of convertible subordinated notes | ' | -172,407 | ' |
Proceeds from shares issued under equity compensation plans | 8,208 | 4,117 | 4,530 |
Issuance of common stock, net of issuance costs | ' | ' | 219,783 |
Net cash provided by financing activities | 2,216 | 26,801 | 222,335 |
Effect of exchange rates on cash and cash equivalents | 32 | 60 | 916 |
Net increase (decrease) in cash and cash equivalents | 13,630 | 10,125 | -2,443 |
Cash and cash equivalents at beginning of year | 25,437 | 15,312 | 17,755 |
Cash and cash equivalents at end of year | 39,067 | 25,437 | 15,312 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest | 17,590 | 9,620 | 10,277 |
Cash paid for income taxes | 1,014 | 1,021 | 957 |
Supplemental schedule of non-cash investing and financing activities: | ' | ' | ' |
Retirement of convertible subordinated notes in exchange for senior secured notes | ' | $42,548 | ' |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Statement Of Cash Flows [Abstract] | ' |
Future royalties transaction costs | $4.40 |
Senior secured notes issuance costs | $4.50 |
Organization_and_Summary_of_Si
Organization and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Organization and Summary of Significant Accounting Policies | ' | ||||||||||||
Note 1 — Organization and Summary of Significant Accounting Policies | |||||||||||||
Organization | |||||||||||||
We are a clinical-stage biopharmaceutical company headquartered in San Francisco, California and incorporated in Delaware. We are developing a pipeline of drug candidates that utilize our PEGylation and advanced polymer conjugate technology platforms with the objective to improve the benefits of drugs for patients. | |||||||||||||
Our research and development activities have required significant resources to date and are expected to continue to require significant resources. As a result, we expect to continue to incur substantial losses and negative cash flows from operations in the future. We have financed our operations primarily through cash from licensing, collaboration and manufacturing agreements as well as financing transactions. At December 31, 2013, we had approximately $262.0 million in cash, cash equivalents and investments in marketable securities, of which $25.0 million was restricted, and $160.8 million in indebtedness. The indebtedness includes $125.0 million in aggregate principal amount of 12.0% senior secured notes due July 15, 2017, but excludes our long-term liability relating to the sale of future royalties. As is further described in Note 7, this royalty obligation liability will not be settled in cash, but we expect to make a payment of $7.0 million to the royalty purchaser in 2014 as a certain specified worldwide net sales threshold of MIRCERA® is not expected to be met. | |||||||||||||
Basis of Presentation, Principles of Consolidation and Use of Estimates | |||||||||||||
Our consolidated financial statements include the financial position, results of operations and cash flows of our wholly-owned subsidiaries: Nektar Therapeutics (India) Private Limited and Nektar Therapeutics UK, Ltd. (Nektar UK). All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
Our consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar will affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting our consolidated financial results. Translation gains and losses are included in accumulated other comprehensive income (loss) in the stockholders’ equity (deficit) section of the balance sheet. To date, such cumulative translation adjustments have not been material to our consolidated financial position. Aggregate gross foreign currency transaction gains (losses) recorded in operations for the years ended December 31, 2013, 2012, and 2011 were not material. | |||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates, including those related to deferred revenue recognition periods, inventories, the impairment of investments, the impairment of goodwill and long-lived assets, contingencies, estimated interest expense from our liability related to our sale of future royalties, stock-based compensation, and ongoing litigation, amongst other estimates. We base our estimates on historical experience and on other assumptions that management believes are reasonable under the circumstances. These estimates also form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. | |||||||||||||
Reclassifications | |||||||||||||
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current period presentation. Such reclassifications do not materially impact previously reported total revenue, operating loss or net loss or total assets, liabilities or stockholders’ equity (deficit). | |||||||||||||
Cash, Cash Equivalents, and Investments, and Fair Value of Financial Instruments | |||||||||||||
We consider all investments in marketable securities with an original maturity of three months or less when purchased to be cash equivalents. Investments in securities with remaining maturities of less than one year, or where our intent is to use the investments to fund current operations or to make them available for current operations, are classified as short-term investments. | |||||||||||||
Investments are designated as available-for-sale and are carried at fair value, with unrealized gains and losses reported in stockholders’ equity (deficit) as accumulated other comprehensive income (loss). The disclosed fair value related to our cash equivalents and investments is based primarily on the reported fair values in our period-end brokerage statements, which are based on market prices from a variety of industry standard data providers and generally represent quoted prices for similar assets in active markets or have been derived from observable market data. We independently validate these fair values using available market quotes and other information. | |||||||||||||
Interest and dividends on securities classified as available-for-sale, as well as amortization of premiums and accretion of discounts to maturity, are included in interest income. Realized gains and losses and declines in value of available-for-sale securities judged to be other-than-temporary, if any, are included in other income (expense). The cost of securities sold is based on the specific identification method. | |||||||||||||
Accounts Receivable and Significant Customer Concentrations | |||||||||||||
Our customers are primarily pharmaceutical and biotechnology companies that are located in the U.S. and Europe. Our accounts receivable balance contains billed and unbilled trade receivables from product sales and royalties, as well as time and materials based billings from collaborative research and development agreements. When appropriate, we provide for an allowance for doubtful accounts by reserving for specifically identified doubtful accounts. We generally do not require collateral from our customers. We perform a regular review of our customers’ payment histories and associated credit risk. We have not experienced significant credit losses from our accounts receivable. At December 31, 2013, three different customers represented 30%, 28%, and 28%, respectively, of our accounts receivable. At December 31, 2012, four different customers represented 38%, 27%, 14% and 11%, respectively, of our accounts receivable. | |||||||||||||
Inventory and Significant Supplier Concentrations | |||||||||||||
Inventory is generally manufactured upon receipt of firm purchase orders from our collaboration partners. Inventory includes direct materials, direct labor, and manufacturing overhead and cost is determined on a first-in, first-out basis. Inventory is valued at the lower of cost or market and defective or excess inventory is written down to net realizable value based on historical experience or projected usage. Inventory related to research and development activities is expensed when purchased. | |||||||||||||
We are dependent on our suppliers and contract manufacturers to provide raw materials, drugs and devices of appropriate quality and reliability and to meet applicable contract and regulatory requirements. In certain cases, we rely on single sources of supply of one or more critical materials. Consequently, in the event that supplies are delayed or interrupted for any reason, our ability to develop and produce our drug candidates or our ability to meet our supply obligations could be significantly impaired, which could have a material adverse effect on our business, financial condition and results of operations. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost. Major improvements are capitalized, while maintenance and repairs are expensed when incurred. Manufacturing, laboratory and other equipment are depreciated using the straight-line method generally over estimated useful lives of three to seven years. Leasehold improvements and buildings are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. | |||||||||||||
We periodically review our property and equipment for recoverability whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Generally, an impairment loss would be recognized if the carrying amount of an asset exceeds the sum of the discounted cash flows expected to result from the use and eventual disposal of the asset. | |||||||||||||
Goodwill | |||||||||||||
Goodwill represents the excess of the price paid for another entity over the fair value of the assets acquired and liabilities assumed in a business combination. We test for impairment in the fourth quarter of each year using an October 1 measurement date, as well as at other times when impairment indicators exist or when events occur or circumstances change that would indicate the carrying amount may not be fully recoverable. | |||||||||||||
We are organized in one reporting unit and have evaluated the goodwill for the Company as a whole. In order to test for goodwill impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount and, if so, we perform a two-step goodwill impairment test. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step compares the book value of our assigned goodwill to its implied fair value. We did not recognize any goodwill-related impairment charges during 2013, 2012, or 2011. | |||||||||||||
Revenue Recognition | |||||||||||||
We enter into arrangements with pharmaceutical and biotechnology collaboration partners that may involve multiple deliverables. Our arrangements may contain one or more of the following elements: upfront fees, contract research and development, milestone payments, manufacturing and supply payments, royalties, and license fees. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. Revenue is recognized separately for each element. | |||||||||||||
At the inception of each new multiple-element arrangement or the material modification of an existing multiple-element arrangement, we allocate all consideration received under multiple-element arrangements to all units of accounting based on the relative selling price method, generally based on our best estimate of selling price (ESP). The objective of ESP is to determine the price at which we would transact a sale if the product or service was sold on a stand-alone basis. We determine ESP for the elements in our collaboration arrangements by considering multiple factors including, but not limited to, technical complexity of the performance obligation and similarity of elements to those performed under previous arrangements. Since we apply significant judgment in arriving at the ESPs, any material change in our estimates would significantly affect the allocation of the total consideration to the different elements of a multiple element arrangement. | |||||||||||||
Product sales | |||||||||||||
Product sales are primarily derived from cost-plus and fixed price manufacturing and supply agreements with our collaboration partners and revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. We have not experienced any significant returns from our customers. | |||||||||||||
Royalty revenues | |||||||||||||
Generally, we are entitled to royalties from our partners based on the net sales of their approved drugs that are marketed and sold in one or more countries where we hold royalty rights. We recognize royalty revenue when the cash is received or when the royalty amount to be received is estimable and collection is reasonably assured. With respect to the non-cash royalties related to sale of future royalties described at Note 7, revenue is recognized when estimable, otherwise, revenue is recognized during the period in which the related royalty report is received, which generally occurs in the quarter after the applicable product sales are made. | |||||||||||||
License, collaboration and other | |||||||||||||
Upfront fees received by us in license and collaboration arrangements that include future obligations, such as manufacturing and supply obligations, are recognized ratably over our expected performance period under each respective arrangement. We make our best estimate of the period over which we expect to fulfill our performance obligations, which may include technology transfer assistance, research activities, clinical development activities, and manufacturing activities from development through the commercialization of the product. Given the uncertainties of these collaboration arrangements, significant judgment is required to determine the duration of the performance period. | |||||||||||||
Contingent consideration received from the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved, which we believe is consistent with the substance of our performance under our various license and collaboration agreements. A milestone is defined as an event (i) that can only be achieved based in whole or in part either on the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, and (iii) that would result in additional payments being due to the entity. A milestone is substantive if the consideration earned from the achievement of the milestone is consistent with our performance required to achieve the milestone or the increase in value to the collaboration resulting from our performance, relates solely to our past performance, and is reasonable relative to all of the other deliverables and payments within the arrangement. | |||||||||||||
Our license and collaboration agreements with our partners provide for payments to us upon the achievement of development milestones, such as the completion of clinical trials or regulatory submissions, approvals by health authorities, and commercial launches of drugs. Given the challenges inherent in developing and obtaining regulatory approval for drug products and in achieving commercial launches, there was substantial uncertainty whether any such milestones would be achieved at the time of execution of these licensing and collaboration agreements. In addition, we evaluated whether the development milestones meet the remaining criteria to be considered substantive. As a result of our analysis, we consider our remaining development milestones under all of our license and collaboration agreements to be substantive and, accordingly, we expect to recognize as revenue future payments received from such milestones only if and as each milestone is achieved. | |||||||||||||
Our license and collaboration agreements with certain partners also provide for contingent payments to us based solely upon the performance of the respective partner. For such contingent amounts we expect to recognize the payments as revenue when earned under the applicable contract, which is generally upon completion of performance by the respective partner, provided that collection is reasonably assured. | |||||||||||||
Our license and collaboration agreements with our partners also provide for payments to us upon the achievement of specified sales volumes of approved drugs. We consider these payments to be similar to royalty payments and we will recognize such sales-based payments upon achievement of such sales volumes, provided that collection is reasonably assured. | |||||||||||||
Shipping and Handling Costs | |||||||||||||
We recognize costs related to shipping and handling of product to customers in cost of goods sold. | |||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation arrangements include stock option grants and restricted stock unit (RSU) awards under our equity incentive plans, as well as shares issued under our Employee Stock Purchase Plan (ESPP), through which employees may purchase our common stock at a discount to the market price. | |||||||||||||
We use the Black-Scholes option valuation model for the respective grant to determine the estimated fair value of the option on the date of grant (grant date fair value) and the estimated fair value of common stock purchased under the ESPP. The Black-Scholes option pricing model requires the input of highly subjective assumptions. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of our employee stock options or common stock purchased under the ESPP. Management will continue to assess the assumptions and methodologies used to calculate the estimated fair value of stock-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies, and which could materially impact our fair value determination. | |||||||||||||
We expense the value of the portion of the option or award that is ultimately expected to vest based on the historical forfeiture rate on a straight line basis over the requisite service periods in our Consolidated Statements of Operations. For awards that vest upon the achievement of performance milestones, we estimate the vesting period based on our evaluation of the probability of achievement of each respective milestone and the related estimated date of achievement. Stock-based compensation expense for purchases under the ESPP is recognized over the respective six-month purchase period. Expense amounts are allocated among inventory, cost of goods sold, research and development expense, and general and administrative expense based on the function of the applicable employee. Stock-based compensation charges are non-cash charges and as such have no impact on our reported cash flows. | |||||||||||||
Research and Development Expense | |||||||||||||
Research and development costs are expensed as incurred and include salaries, benefits and other operating costs such as outside services, supplies and allocated overhead costs. We perform research and development for our proprietary drug candidates and technology development and for certain third parties under collaboration agreements. For our proprietary drug candidates and our internal technology development programs, we invest our own funds without reimbursement from a third party. | |||||||||||||
We record accruals for the estimated costs of our clinical trial activities performed by third parties. We generally accrue costs associated with the start-up and reporting phases of the clinical trials ratably over the estimated duration of the start-up and reporting phases. We generally accrue costs associated with the treatment phase of clinical trials based on the total estimated cost of the treatment phase on a per patient basis and we expense the per patient cost ratably over the estimated patient treatment period based on patient enrollment in the trials. In specific circumstances, such as for certain time-based costs, we recognize clinical trial expenses using a methodology that we consider to be more reflective of the timing of costs incurred. Advance payments for goods or services that will be used or rendered for future research and development activities are capitalized as prepaid expenses and recognized as expense as the related goods are delivered or the related services are performed. | |||||||||||||
Net Loss Per Share | |||||||||||||
Basic net loss per share is calculated based on the weighted-average number of common shares outstanding during the periods presented. For all periods presented in the Consolidated Statements of Operations, the net loss available to common stockholders is equal to the reported net loss. Basic and diluted net loss per share are the same due to our historical net losses and the requirement to exclude potentially dilutive securities which would have an anti-dilutive effect on net loss per share. The weighted average of these potentially dilutive securities has been excluded from the diluted net loss per share calculation and is as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Stock options | 12,959 | 13,970 | 11,338 | ||||||||||
Convertible subordinated notes | — | — | 9,989 | ||||||||||
Total | 12,959 | 13,970 | 21,327 | ||||||||||
Income Taxes | |||||||||||||
We account for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. We record a valuation allowance against deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. When we establish or reduce the valuation allowance related to the deferred tax assets, our provision for income taxes will increase or decrease, respectively, in the period such determination is made. | |||||||||||||
We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. | |||||||||||||
Comprehensive loss | |||||||||||||
Comprehensive loss is the change in stockholders’ equity (deficit) from transactions and other events and circumstances other than those resulting from investments by stockholders and distributions to stockholders. Our other comprehensive income (loss) is comprised of net loss, gains and losses from the foreign currency translation of the assets and liabilities of our India and UK subsidiaries, and unrealized gains and losses on investments in available-for-sale securities. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In July 2013, the Financial Accounting Standards Board issued a new accounting standard that will require the presentation of certain unrecognized tax benefits as a reduction to deferred tax assets rather than as a liability when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective for our interim and annual periods beginning January 1, 2014. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. |
Cash_and_Investments_in_Market
Cash and Investments in Marketable Securities | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Cash and Investments in Marketable Securities | ' | ||||||||||||
Note 2 — Cash and Investments in Marketable Securities | |||||||||||||
Cash and investments in marketable securities, including cash equivalents and restricted cash, are as follows (in thousands): | |||||||||||||
Estimated Fair Value at | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Cash and cash equivalents | $ | 39,067 | $ | 25,437 | |||||||||
Short-term investments | 197,959 | 251,757 | |||||||||||
Restricted cash | 25,000 | 25,000 | |||||||||||
Total cash and investments in marketable securities | $ | 262,026 | $ | 302,194 | |||||||||
We invest in liquid, high quality debt securities. Our investments in debt securities are subject to interest rate risk. To minimize the exposure due to an adverse shift in interest rates, we invest in securities with maturities of two years or less and maintain a weighted average maturity of one year or less. As of December 31, 2013 and 2012, all of our investments had contractual maturities of one year or less and were classified as short-term. | |||||||||||||
Gross unrealized gains and losses were not significant at either December 31, 2013 or 2012. During the years ended December 31, 2013, 2012 and 2011, we sold available-for-sale securities totaling $2.9 million, $5.4 million and $210.1 million respectively, and realized gains and losses were not significant in any of those periods. | |||||||||||||
Restricted cash of $25.0 million is required to be maintained in a separate account until July 1, 2015 under the terms of our 12% Senior Secured Notes due July 2017 (see Note 5). | |||||||||||||
Our portfolio of cash and investments in marketable securities includes (in thousands): | |||||||||||||
Fair Value | Estimated Fair Value at | ||||||||||||
Hierarchy | |||||||||||||
Level | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Corporate notes and bonds | 2 | $ | 138,515 | $ | 241,158 | ||||||||
U.S. corporate commercial paper | 2 | 59,444 | 3,990 | ||||||||||
Obligations of U.S. government agencies | 2 | — | 6,108 | ||||||||||
Obligations of U.S. states and municipalities | 2 | — | 1,504 | ||||||||||
Available-for-sale investments | 197,959 | 252,760 | |||||||||||
Money market funds | 1 | 26,453 | 22,487 | ||||||||||
Cash, including restricted cash | N/A | 37,614 | 26,947 | ||||||||||
Total cash and investments in marketable securities | $ | 262,026 | $ | 302,194 | |||||||||
Level 1 — Quoted prices in active markets for identical assets or liabilities. | |||||||||||||
Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||
All of our investments are categorized as Level 1 or Level 2, as explained in the table above. We use a market approach to value our Level 2 investments. During the years ended December 31, 2013 and 2012, there were no transfers between Level 1 and Level 2 of the fair value hierarchy. | |||||||||||||
At December 31, 2013 and 2012, we had letter of credit arrangements in favor of a landlord and certain vendors totaling $2.4 million. These letters of credit are secured by investments of similar amounts. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Note 3 — Inventory | |||||||||
Inventory consists of the following (in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 3,947 | $ | 7,489 | |||||
Work-in-process | 6,146 | 6,661 | |||||||
Finished goods | 3,359 | 4,119 | |||||||
Inventory | $ | 13,452 | $ | 18,269 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Note 4 — Property and Equipment | |||||||||
Property and equipment consist of the following (in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Building and leasehold improvements | $ | 71,306 | $ | 72,180 | |||||
Laboratory equipment | 26,621 | 27,145 | |||||||
Manufacturing equipment | 23,699 | 20,877 | |||||||
Furniture, fixtures and other equipment | 23,235 | 21,914 | |||||||
Depreciable property and equipment at cost | 144,861 | 142,116 | |||||||
Less: accumulated depreciation | (84,148 | ) | (72,666 | ) | |||||
Depreciable property and equipment, net | 60,713 | 69,450 | |||||||
Construction-in-progress | 6,261 | 2,765 | |||||||
Property and equipment, net | $ | 66,974 | $ | 72,215 | |||||
Building and leasehold improvements include our manufacturing, research and development and administrative facilities and the related improvements to these facilities. Laboratory and manufacturing equipment include assets that support both our manufacturing and research and development efforts. Construction-in-progress includes assets being built to enhance our manufacturing and research and development efforts. Property and equipment includes certain assets acquired through capital leases (see Note 6). | |||||||||
In July 2012, we consolidated our U.S.-based research activities into our existing San Francisco facility and ceased use of and plan to sell one of our buildings located in Huntsville, Alabama that was dedicated to research activities. The announcement of this consolidation plan in March 2012 triggered the recognition of a $1.7 million impairment charge relating to these assets in the year ended December 31, 2012. | |||||||||
Depreciation expense, including depreciation of assets acquired through capital leases, for the years ended December 31, 2013, 2012, and 2011 was $13.0 million, $13.8 million, and $15.0 million, respectively. |
Senior_Secured_Notes
Senior Secured Notes | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Senior Secured Notes | ' |
Note 5 — Senior Secured Notes | |
On July 11, 2012, we issued $125.0 million in aggregate principal amount of senior secured notes (Senior Notes) with the entire principal amount due on July 15, 2017. The Senior Notes bear interest at 12.0% per annum payable in cash semi-annually in arrears on January 15 and July 15 of each year, beginning January 15, 2013. The Senior Notes are secured by a first-priority lien on substantially all of our assets. In connection with this transaction, we retired $42.5 million of principal amount of our convertible subordinated notes due September 2012 in exchange for the same principal amount of Senior Notes and received the remaining proceeds in cash, less approximately $4.5 million in transaction costs. We used the proceeds from the issuance of the Senior Notes and our existing cash to repay the remaining $172.4 million in principal amount of our convertible subordinated notes in full at maturity on September 28, 2012. | |
The Senior Notes contain customary covenants, including covenants that limit or restrict our ability to incur liens, incur indebtedness, and make certain restricted payments, but do not contain covenants related to future financial performance. In particular, $25.0 million of the proceeds is required to be maintained in a restricted account until July 1, 2015 and is classified as restricted cash on our Consolidated Balance Sheets. From July 1, 2015 through the quarter ending June 30, 2017, the aggregate balance of our unrestricted cash and cash equivalents at the end of any two consecutive fiscal quarters is required to be at least $25.0 million, subject to certain conditions. The Senior Notes are callable by us at any time, subject to certain prepayment premiums and conditions. If we experience certain change of control events, the holders of the Senior Notes will have the right to require us to purchase all or a portion of the Senior Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. In addition, upon certain asset sales, we may be required to offer to use the net proceeds thereof to purchase some of the Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. | |
As of December 31, 2013, based on a discounted cash flow analysis using Level 3 inputs including financial discount rates, we believe the $125.0 million carrying amount of our 12% Senior Secured Notes due July 2017 is consistent with its fair value. |
Leases
Leases | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Text Block [Abstract] | ' | ||||
Leases | ' | ||||
Note 6 — Leases | |||||
Capital Leases | |||||
We lease office space at 201 Industrial Road in San Carlos, California under a capital lease arrangement. Under the terms of the lease, rent increases up to 3% annually and the lease termination date is October 5, 2016. As of November 29, 2010, we ceased use of this space as a result of the relocation of our San Carlos operations and corporate headquarters to San Francisco, California. As a result of our relocation, an impairment test was performed for the building and related leasehold improvements located in San Carlos. As a result of this impairment test, we recorded an impairment charge of $12.6 million in 2010. As of December 31, 2013 and 2012, the gross amount of assets recorded under capital leases was $2.3 million and the recorded value of these assets, net of depreciation, was $1.0 million and $1.4 million, respectively. | |||||
We have subleased all of the San Carlos facility, but have not been relieved of any obligations under the terms of this lease. Our future minimum rental receipts under the San Carlos facility subleases total $7.4 million as of December 31, 2013. | |||||
Future minimum payments for our capital leases at December 31, 2013 are as follows (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 5,169 | |||
2015 | 5,280 | ||||
2016 | 4,034 | ||||
Total minimum payments required | 14,483 | ||||
Less: amount representing interest | (2,898 | ) | |||
Present value of future minimum lease payments | 11,585 | ||||
Less: current portion | (3,536 | ) | |||
Capital lease obligation, less current portion | $ | 8,049 | |||
Operating Lease | |||||
On September 30, 2009, we entered into an operating sublease (Sublease) with Pfizer, Inc. for a 102,283 square foot facility located in San Francisco, California (Mission Bay Facility). Upon completion of construction of the Mission Bay Facility, we moved in on November 29, 2010. The Mission Bay Facility includes a research and development center with biology, chemistry, pharmacology, and clinical development capabilities, as well as all of the functions previously located in San Carlos, California, including our corporate headquarters. | |||||
Under the terms of the Sublease, we will begin making non-cancelable lease payments in 2014, after the expiration of our free rent period on August 1, 2014. The Sublease term is 114 months, commencing in August 2010 and terminating on January 31, 2020. Monthly base rent will escalate over the term of the sublease at various intervals. In addition, throughout the term of the Sublease, we are responsible for paying certain costs and expenses specified in the Sublease, including insurance costs and a pro rata share of operating expenses and applicable taxes for the Mission Bay Facility. | |||||
On December 28, 2011, we expanded our lease of the Mission Bay Facility to include an additional 24,002 square feet of space. The lease term commenced on December 28, 2011 and ends on January 31, 2020. Monthly base rent will escalate over the term of the lease at various intervals. | |||||
Our future minimum lease payments for our operating leases at December 31, 2013 are as follows (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 2,559 | |||
2015 | 4,750 | ||||
2016 | 4,892 | ||||
2017 | 5,037 | ||||
2018 | 5,187 | ||||
2019 and thereafter | 5,796 | ||||
Total future minimum lease payments | $ | 28,221 | |||
We recognize rent expense on a straight-line basis over the lease period. For the years ended December 31, 2013, 2012, and 2011, rent expense for all our operating leases, including our Mission Bay Facility, was approximately $2.9 million, $2.8 million, and $2.4 million, respectively. |
Liability_Related_to_Sale_of_F
Liability Related to Sale of Future Royalties | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Liability Related to Sale of Future Royalties | ' | ||||||||
Note 7 — Liability Related to Sale of Future Royalties | |||||||||
On February 24, 2012, we entered into a Purchase and Sale Agreement (the Purchase and Sale Agreement) with RPI Finance Trust (RPI), an affiliate of Royalty Pharma, pursuant to which we sold, and RPI purchased, our right to receive royalty payments (the Royalty Entitlement) arising from the worldwide net sales, from and after January 1, 2012, of (a) CIMZIA®, under Nektar’s license, manufacturing and supply agreement with UCB Pharma (UCB), and (b) MIRCERA®, under Nektar’s license, manufacturing and supply agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as Roche). We received aggregate cash proceeds for the Royalty Entitlement of $124.0 million. As part of this sale, we incurred approximately $4.4 million in transaction costs, which will be amortized to interest expense over the estimated life of the Purchase and Sale Agreement. Although we sold all of our rights to receive royalties from the CIMZIA® and MIRCERA® products, as a result of our ongoing manufacturing and supply obligations related to the generation of these royalties, we will continue to account for these royalties as revenue and recorded the $124.0 million in proceeds from this transaction as a liability (Royalty Obligation) that will be amortized using the interest method over the estimated life of the Purchase and Sale Agreement. | |||||||||
The following table shows the activity within the liability account during the year ended December 31, 2013 and for the period from the inception of the royalty transaction on February 24, 2012 (inception) to December 31, 2013 (in thousands): | |||||||||
Year ended | Period from | ||||||||
December 31, | inception to | ||||||||
2013 | December 31, | ||||||||
2013 | |||||||||
Liability related to sale of future royalties—beginning balance | $ | 131,266 | $ | — | |||||
Proceeds from sale of future royalties | — | 124,000 | |||||||
Non-cash interest expense recognized | 22,309 | 40,366 | |||||||
Non-cash CIMZIA® and MIRCERA® royalty revenue | (22,055 | ) | (32,846 | ) | |||||
Payments from Nektar to RPI | (3,000 | ) | (3,000 | ) | |||||
Total liability related to sale of future royalties as of December 31, 2013 | 128,520 | 128,520 | |||||||
Less: current portion | (7,000 | ) | (7,000 | ) | |||||
Liability related to sale of future royalties, less current portion | $ | 121,520 | $ | 121,520 | |||||
As a result of this liability accounting, even though the royalties from UCB and Roche are remitted directly to RPI starting with royalties arising from product sales in the first quarter of 2012, we will continue to recognize revenue for these royalties. During the year ended December 31, 2012, we recognized royalties from net sales of CIMZIA® and MIRCERA® upon notification of the actual royalty amount, which occurs in the quarter after such sales are made. During the year ended December 31, 2013, we began to recognize royalties based on estimates of the net sales made in each period, which resulted in an increase in non-cash royalty revenue of $4.6 million in the year ended December 31, 2013. During the years ended December 31, 2013 and 2012, we recognized $22.1 and $10.8 million, respectively, in non-cash royalties from net sales of CIMZIA® and MIRCERA®. | |||||||||
As royalties are remitted to RPI from Roche and UCB, the balance of the Royalty Obligation will be effectively repaid over the life of the agreement. In order to determine the amortization of the Royalty Obligation, we are required to estimate the total amount of future royalty payments to be received by RPI and payments we are required to make to RPI as noted below, if any, over the life of the agreement. The sum of these amounts less the $124.0 million proceeds we received will be recorded as interest expense over the life of the Royalty Obligation. Since inception, our estimate of this total interest expense resulted in an effective annual interest rate of approximately 17%. We periodically assess the estimated royalty payments to RPI from UCB and Roche and to the extent such payments are greater or less than our initial estimates, or the timing of such payments is materially different than our original estimates, we will prospectively adjust the amortization of the Royalty Obligation. There are a number of factors that could materially affect the amount and timing of royalty payments from CIMZIA® and MIRCERA®, most of which are not within our control. Such factors include, but are not limited to, changing standards of care, the introduction of competing products, manufacturing or other delays, biosimilar competition, intellectual property matters, adverse events that result in governmental health authority imposed restrictions on the use of the drug products, and other events or circumstances that could result in reduced royalty payments from CIMZIA® and MIRCERA®, all of which would result in a reduction of non-cash royalty revenues and the non-cash interest expense over the life of the Royalty Obligation. Conversely, if sales of CIMZIA® and MIRCERA® are more than expected, the non-cash royalty revenues and the non-cash interest expense recorded by us would be greater over the term of the Royalty Obligation. | |||||||||
Pursuant to the Purchase and Sale Agreement, in March 2013, we were required to pay RPI $3.0 million because worldwide net sales of MIRCERA® for the 12 month period ended December 31, 2012 did not reach a required threshold. Furthermore, we are required to make an additional payment of up to $7.0 million if the specified worldwide net sales threshold of MIRCERA® for the 12 month period ended December 31, 2013 is not achieved. We have concluded that it is probable that the minimum 2013 MIRCERA® net sales threshold will not be met and, therefore, we expect to make the $7.0 million payment to RPI described above in early 2014. The liability for this expected $7.0 million payment is included in current liabilities on our Consolidated Balance Sheet at December 31, 2013. | |||||||||
In addition, the Purchase and Sale Agreement grants RPI the right to receive certain reports and other information relating to the Royalty Entitlement and contains other representations and warranties, covenants and indemnification obligations that are customary for a transaction of this nature. In particular, if we breach our obligations under the Purchase and Sale Agreement, we could be required to pay damages to RPI that are not limited to the purchase price we received in the sale transaction. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Note 8 — Commitments and Contingencies | |
Royalty Expense | |
We have third party licenses that require us to pay royalties based on our sales of certain products and/or on our recognition of royalty revenue under certain of our collaboration agreements. Royalty expense, which is reflected in cost of goods sold in our Consolidated Statements of Operations, was approximately $4.1 million, $2.9 million, and $1.8 million for the years ended December 31, 2013, 2012, and 2011, respectively. The overall maximum amount of these obligations is based upon sales of the applicable products by our collaboration partners and cannot be reasonably estimated. | |
Purchase Commitments | |
In the normal course of business, we enter into various firm purchase commitments related to contract manufacturing, clinical development and certain other items. As of December 31, 2013, these commitments were approximately $12.6 million, all of which are expected to be paid in 2014. | |
Legal Matters | |
From time to time, we are involved in lawsuits, arbitrations, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business. We make provisions for liabilities when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Such provisions are reviewed at least quarterly and adjusted to reflect the impact of settlement negotiations, judicial and administrative rulings, advice of legal counsel, and other information and events pertaining to a particular case. Litigation is inherently unpredictable. If any unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of operations of that period or on our cash flows and liquidity. | |
On November 18, 2009, the Research Foundation of the State University of New York (SUNY) filed an action against us in the United States District Court for the Northern District of New York. SUNY sought to recover amounts it alleged it was owed pursuant to a technology licensing contract between us and SUNY. On December 20, 2013, we entered into a Settlement Agreement and Release (Settlement) with SUNY. Under the terms of the Settlement, SUNY agreed to dismiss the action with prejudice and relinquish all rights it may have had to a portion of future development and regulatory milestone payments payable to us under the Co-Development, License and Co-Promotion Agreement, dated August 1, 2007, between us (and our subsidiaries) and Bayer Healthcare LLC, as amended, related to the inhaled amikacin program in exchange for (i) a $5.0 million payment due on April 1, 2014; (ii) a $5.0 million payment due on January 1, 2015, (iii) a series of four $500,000 payments each due on April 1, 2014, January 1, 2015, January 1, 2016, and January 1, 2017, respectively; and (iv) certain other terms and conditions. As a result of the Settlement, we recorded a charge of $11.3 million to research and development expense during the year ended December 31, 2013 which reflects the estimated net present value of the $12.0 million settlement payments using an 8% annual discount rate. As of December 31, 2013, the $5.5 million current portion of the $11.3 million settlement liability is included in other current liabilities in our Consolidated Balance Sheet. | |
Indemnification Obligations | |
During the course of our normal operating activities, we have agreed to certain contingent indemnification obligations as further described below. The term of our indemnification obligations is generally perpetual. There is generally no limitation on the potential amount of future payments we could be required to make under these indemnification obligations. To date, we have not incurred significant costs to defend lawsuits or settle claims based on our indemnification obligations. If any of our indemnification obligations is triggered, we may incur substantial liabilities. Because the aggregate amount of any potential indemnification obligation is not a stated amount, the overall maximum amount of any such obligations cannot be reasonably estimated. No liabilities have been recorded for these obligations on our Consolidated Balance Sheets as of December 31, 2013 or 2012. | |
Indemnifications in Connection with Commercial Agreements | |
As part of our collaboration agreements with our partners related to the license, development, manufacture and supply of drugs based on our proprietary technologies and drug candidates, we generally agree to defend, indemnify and hold harmless our partners from and against third party liabilities arising out of the agreement, including product liability (with respect to our activities) and infringement of intellectual property to the extent the intellectual property is developed by us and licensed to our partners. | |
As part of the sale of our royalty interest in the CIMZIA® and MIRCERA® products, we and RPI made representations and warranties and entered into certain covenants and ancillary agreements which are supported by indemnity obligations. Additionally, as part of our pulmonary asset sale to Novartis in 2008, we and Novartis made representations and warranties and entered into certain covenants and ancillary agreements which are supported by an indemnity obligation. In the event it is determined that we breached certain of the representations and warranties or covenants and agreements made by us in any such agreements, we could incur substantial indemnification liabilities depending on the timing, nature, and amount of any such claims. | |
Indemnification of Underwriters and Initial Purchasers of our Securities | |
In connection with our sale of equity and senior secured debt securities, we have agreed to defend, indemnify and hold harmless our underwriters or initial purchasers, as applicable, as well as certain related parties from and against certain liabilities, including liabilities under the Securities Act of 1933, as amended. | |
Director and Officer Indemnifications | |
As permitted under Delaware law, and as set forth in our Certificate of Incorporation and our Bylaws, we indemnify our directors, executive officers, other officers, employees, and other agents for certain events or occurrences that may arise while in such capacity. The maximum potential amount of future payments we could be required to make under this indemnification is unlimited; however, we have insurance policies that may limit our exposure and may enable us to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, we believe any obligations under this indemnification would not be material, other than an initial $1,000,000 per incident for securities related claims and $500,000 per incident for non-securities related claims retention deductible per our insurance policy. However, no assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case we may incur substantial liabilities as a result of these indemnification obligations. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
Note 9 — Stockholders’ Equity | |||||||||||||
Preferred Stock | |||||||||||||
We have authorized 10,000,000 shares of Preferred Stock with each share having a par value of $0.0001. In 2011, 3,100,000 shares were previously designated Series A Junior Participating Preferred Stock (Series A Preferred Stock) in connection with our Share Purchase Rights Plan (Rights Plan) that expired on June 1, 2011. On March 30, 2012, we filed a certificate of elimination of the Series A Preferred Stock. As of December 31, 2013 and 2012, no preferred shares are designated, issued or outstanding. | |||||||||||||
Common Stock | |||||||||||||
On January 24, 2011, we completed the issuance and sale of 19,000,000 shares of our common stock for gross proceeds to the Company of approximately $220.4 million. Additionally, we incurred approximately $0.6 million in legal and accounting fees, filing fees, and other offering expenses. | |||||||||||||
On January 28, 2014, we completed the issuance and sale of 9,775,000 shares of our common stock for gross proceeds to the Company of approximately $117.2 million. Additionally, we incurred approximately $0.6 million in legal and accounting fees, filing fees, and other offering expenses. | |||||||||||||
Equity Compensation Plans | |||||||||||||
At December 31, 2013, we had 28,609,480 reserved shares of common stock, all of which are reserved for issuance under our equity compensation plans as summarized in the following table (share number in thousands): | |||||||||||||
Plan Category | Number of Securities to be | Weighted-Average | Number of Securities Remaining | ||||||||||
Issued Upon Exercise of | Exercise Price of | Available for Issuance Under | |||||||||||
Outstanding Options | Outstanding Options | Equity Compensation Plans | |||||||||||
(a) | (b) | (Excluding Securities Reflected | |||||||||||
in Column(a)) | |||||||||||||
(c) | |||||||||||||
Equity compensation plans approved by security holders(1) | 14,936 | $ | 8.76 | 7,954 | |||||||||
Equity compensation plans not approved by security holders | 5,719 | $ | 9.84 | — | |||||||||
Total | 20,655 | $ | 9.06 | 7,954 | |||||||||
-1 | Includes shares of common stock available for future issuance under our ESPP as of December 31, 2013. | ||||||||||||
2012 Performance Incentive Plan | |||||||||||||
Our 2012 Performance Incentive Plan (2012 Plan) was adopted by the Board of Directors on April 4, 2012 and was approved by our stockholders on June 28, 2012. On the date of approval, any shares of our common stock that were available for issuance under all other previously existing stock plans (the 2008 Equity Incentive Plan, the 2000 Equity Incentive Plan, and the 2000 Non-Officer Equity Incentive Plan) became available for issuance under the 2012 Plan. In addition, 5,300,000 new shares were made available for award grants under the 2012 Plan. No new awards were granted under any of the previous stock plans after June 28, 2012. Any shares of common stock subject to outstanding awards under the previous stock plans that expire, are cancelled, or otherwise terminate at any time after December 31, 2011 are also available for award grant purposes under the 2012 Plan. | |||||||||||||
The purpose of the 2012 Plan and our other incentive plans is to attract, motivate, retain, and reward directors, officers, employees, and other eligible persons through the grant of awards and incentives for high levels of individual performance and increasing the value of our business, as well as to further align the interests of award recipients and our stockholders. The 2012 Plan authorizes stock options, stock appreciation rights, restricted stock, performance stock, stock units, stock bonuses, dividend equivalents, other similar rights to purchase or acquire shares, and other forms of awards granted or denominated in our common stock or units of the company’s common stock, as well as cash bonus awards. Directors, officers, or employees, and certain consultants and advisors may receive awards under the 2012 Plan. In 2012 and 2013, the requisite service period for stock options granted to our employees under the 2012 Plan as well as all other previously existing stock plans was generally four years; the requisite service period for stock options granted to our directors was generally one year. | |||||||||||||
The maximum number of shares of our common stock that may be issued or transferred pursuant to awards under the 2012 Plan is 10,347,140 shares, plus any shares subject to outstanding awards under the previous stock plans that expire, are cancelled, or otherwise terminate for any reason. Generally, shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason (except for shares exchanged by a participant or withheld to pay the exercise price of an award granted and related tax withholding obligations) are not paid or delivered under the 2012 Plan will again be available for subsequent awards under the 2012 Plan. Shares issued in respect of any award, other than a stock option or stock appreciation right, granted under the 2012 Plan will be counted against the plan’s share limit as 1.5 shares for every one share actually issued in connection with the award. | |||||||||||||
The 2012 Plan will terminate on April 3, 2022, unless earlier terminated by the Board of Directors. The maximum term of a stock option or stock appreciation right under the 2012 Plan is eight years from the date of grant. The per share exercise price of an option generally may not be less than the fair market value of a share of the company’s common stock on the Nasdaq Global Select Market on the date of grant. | |||||||||||||
Other Equity Incentive Plans | |||||||||||||
In addition to the 2012 Plan, we have other equity incentive plans under which options granted remain outstanding but no new options may be granted either as a result of the approval of the 2012 Plan or plan expiration. These plans include: (i) the 2008 Equity Incentive Plan (2008 Plan) which was adopted by the Board of Directors on March 20, 2008 and approved by our stockholders on June 6, 2008; (ii) the 2000 Equity Incentive Plan (2000 Plan) which was adopted by the Board of Directors on April 19, 2000 by amending and restating our 1994 Equity Incentive Plan, and which expired on February 9, 2010; and (iii) the 1998 Non-Officer Equity Incentive Plan which was adopted by our Board of Directors on August 18, 1998, and which was amended and restated in its entirety and renamed the 2000 Non-Officer Equity Incentive Plan on June 6, 2000 (2000 Non-Officer Plan). | |||||||||||||
Pursuant to the 2008 Plan and the 2000 Plan, we previously granted or issued incentive stock options to employees and officers and non-qualified stock options, rights to acquire restricted stock, restricted stock units, and stock bonuses to employees, officers, non-employee directors, and consultants. Pursuant to the 2000 Non-Officer Plan, we previously granted or issued non-qualified stock options, rights to acquire restricted stock and stock bonuses to employees and consultants who are neither officers nor directors of Nektar. The maximum term of a stock option under all of these plans is eight years. | |||||||||||||
Restricted Stock Units | |||||||||||||
RSU awards have been granted under the 2008 Plan, the 2000 Plan and the 2000 Non-Officer Plan and are settled by delivery of shares of our common stock on or shortly after the date the awards vest. We did not grant any RSU awards during the years ended December 31, 2013, 2012 or 2011 and no RSUs are outstanding at December 31, 2013. RSU awards are similar to restricted stock in that they are issued for no consideration; however, the holder generally is not entitled to the underlying shares of common stock until the RSU award vests. Also, because the RSU awards are granted for $0.01 per share, the grant-date fair value of the award is equal to the intrinsic value of our common stock on the date of grant. | |||||||||||||
Beginning with shares granted during 2005, each RSU award depletes the pool of options available for grant under our equity incentive plans by a ratio of 1:1.5. | |||||||||||||
Employee Stock Purchase Plan | |||||||||||||
In February 1994, our Board of Directors adopted the Employee Stock Purchase Plan (ESPP) pursuant to section 423(b) of the Internal Revenue Code of 1986. Under the ESPP, 1,500,000 shares of our common stock have been authorized for issuance. The terms of the ESPP provide eligible employees with the opportunity to acquire an ownership interest in Nektar through participation in a program of periodic payroll deductions for the purchase of our common stock. Employees may elect to enroll or re-enroll in the ESPP on a semi-annual basis. Stock is purchased at 85% of the lower of the closing price on the first day of the enrollment period or the last day of the enrollment period. | |||||||||||||
401(k) Retirement Plan | |||||||||||||
We sponsor a 401(k) retirement plan whereby eligible employees may elect to contribute up to the lesser of 60% of their annual compensation or the statutorily prescribed annual limit allowable under Internal Revenue Service regulations. The 401(k) plan permits us to make matching contributions on behalf of all participants, up to a maximum of $3,000 per participant. For the years ended December 31, 2013, 2012, and 2011, we recognized $1.0 million, $0.9 million, and $0.9 million, respectively, of compensation expense in connection with our 401(k) retirement plan. | |||||||||||||
Change in Control Severance Plan | |||||||||||||
On December 6, 2006, our Board of Directors approved a Change of Control Severance Benefit Plan (CIC Plan). This CIC Plan has subsequently been amended a number of times by our Board of Directors with the most recent amendment occurring on April 5, 2011. The CIC Plan is designed to make certain benefits available to our eligible employees in the event of a change of control of Nektar and, following such change of control, an employee’s employment with us or a successor company is terminated in certain specified circumstances. We adopted the CIC Plan to support the continuity of the business in the context of a change of control transaction. The CIC Plan was not adopted in contemplation of any specific change of control transaction. | |||||||||||||
Under the CIC Plan, in the event of a change of control of Nektar and a subsequent termination of employment initiated by us or a successor company other than for Cause (as defined in the CIC Plan) or initiated by the employee for a Good Reason Resignation (as defined in the CIC Plan) in each case within twelve months following a change of control transaction, (i) the Chief Executive Officer would be entitled to receive cash severance pay equal to 24 months base salary plus annual target incentive pay, the extension of employee benefits over this severance period and the full acceleration of unvested outstanding equity awards, and (ii) our Senior Vice Presidents and Vice Presidents (including Principal Fellows) would each be entitled to receive cash severance pay equal to twelve months base salary plus annual target incentive pay, the extension of employee benefits over this severance period and the full acceleration of unvested outstanding equity awards. In the event of a change of control of Nektar and a subsequent termination of employment initiated by the Company or a successor company other than for Cause within twelve months following a change of control transaction, all other employees would each be entitled to receive cash severance pay equal to 6 months base salary plus a pro-rata portion of annual target incentive pay, the extension of employee benefits over this severance period and the full acceleration of each such employee’s unvested outstanding equity awards. Under the CIC Plan, as amended, non-employee directors would also be entitled to full acceleration of vesting of all outstanding stock awards in the event of a change of control transaction. |
License_and_Collaboration_Agre
License and Collaboration Agreements | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||||
License and Collaboration Agreements | ' | ||||||||||||||
Note 10 — License and Collaboration Agreements | |||||||||||||||
We have entered into various collaboration agreements including license agreements and collaborative research, development and commercialization agreements with various pharmaceutical and biotechnology companies. Under these collaboration arrangements, we are entitled to receive license fees, upfront payments, milestone payments, royalties, sales milestones, and payments for the manufacture and supply of our proprietary PEGylation materials and/or reimbursement for research and development activities. All of our collaboration agreements are generally cancelable by our partners without significant financial penalty. Our costs of performing these services are generally included in research and development expense, except that costs for product sales to our collaboration partners are included in cost of goods sold. | |||||||||||||||
In accordance with our collaboration agreements, we recognized license, collaboration and other revenue as follows (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
Partner | Agreement | 2013 | 2012 | 2011 | |||||||||||
AstraZeneca AB | Naloxegol (NKTR-118) and naloxegol fixed-dose combination program (NKTR-119) | $ | 25,016 | $ | 59 | $ | 2,496 | ||||||||
Roche | PEGASYS® and MIRCERA® | 18,382 | 7,146 | 5,131 | |||||||||||
Bayer Healthcare LLC | BAY41-6551 (Amikacin Inhale) | 15,293 | 2,971 | 2,992 | |||||||||||
Affymax, Inc. | OMONTYS® | 7,149 | 2,829 | 3,838 | |||||||||||
Amgen, Inc. | Neulasta® | 5,035 | 5,000 | 5,000 | |||||||||||
Baxter Healthcare | BAX 855 (Hemophilia) | 1,702 | 6,238 | 5,646 | |||||||||||
Other | 8,295 | 5,884 | 11,186 | ||||||||||||
License, collaboration and other revenue | $ | 80,872 | $ | 30,127 | $ | 36,289 | |||||||||
As of December 31, 2013, our collaboration agreements with partners included potential future payments for development milestones totaling approximately $144.3 million, including amounts from our agreements with Baxter and Bayer described below. In addition, we are entitled to receive up to $175.0 million and $75.0 million of contingent payments related to NKTR-118 and NKTR-119, respectively, based on development and regulatory events to be pursued and completed solely by AstraZeneca. | |||||||||||||||
AstraZeneca AB: naloxegol (NKTR-118) and naloxegol fixed-dose combination program (NKTR-119) | |||||||||||||||
In September 2009, we entered into a license agreement with AstraZeneca AB (AstraZeneca), as amended by AstraZeneca and us in August 2013, under which we granted AstraZeneca a worldwide, exclusive, perpetual, royalty-bearing, and sublicensable license under our patents and other intellectual property to develop, market, and sell naloxegol (formerly known as NKTR-118) and naloxegol fixed-dose combination program (formerly known as NKTR-119). AstraZeneca is responsible for all costs associated with research, development and commercialization and is responsible for all drug development and commercialization decisions for naloxegol and the naloxegol fixed-dose combination program. AstraZeneca paid us an upfront payment of $125.0 million, which we received in the fourth quarter of 2009 and which was fully recognized as of December 31, 2010. As of December 31, 2013, we are entitled to receive up to an additional $175.0 million and $75.0 million of contingent payments related to naloxegol and the naloxegol fixed-dose combination program, respectively, based on development events to be pursued and completed solely by AstraZeneca, as described below. | |||||||||||||||
On September 25, 2013, the European Medicines Agency (EMA) notified AstraZeneca that it had accepted for review the naloxegol regulatory approval application filed by AstraZeneca in August 2013. As a result, we were entitled to a $25.0 million payment from AstraZeneca, which was received on September 30, 2013 and was fully recognized as revenue in the year ended December 31, 2013. | |||||||||||||||
On September 16, 2013, AstraZeneca filed a New Drug Application (NDA) with the United States Food and Drug Administration (FDA) for naloxegol, which was accepted for review by the FDA on November 16, 2013, resulting in a $70.0 million milestone payment to us from AstraZeneca in November 2013. We cannot recognize revenue for this payment until it is no longer refundable and, as a result of the potential for repayment of the $70.0 million (as described below), we have recorded this amount in the line item “Liability related to receipt of refundable milestone payment” on our Consolidated Balance Sheet at December 31, 2013. If the FDA does not require a future clinical trial or other significant studies to assess the cardiovascular safety (CV Safety Study) of naloxegol prior to an approval decision, AstraZeneca is obligated to pay us an additional $35.0 million. If the FDA does require a CV Safety Study, AstraZeneca may terminate the license agreement with us in its entirety or only with respect to its rights in the United States. If AstraZeneca elects to terminate the license agreement in its entirety due to a CV Safety Study, we would be required to repay them the $70.0 million payment plus accrued interest at 4.5% compounded annually in four installments in accordance with the following payment schedule: $10.0 million plus accrued interest on January 15, 2015, $10.0 million plus accrued interest on January 15, 2016, $20.0 million plus accrued interest on January 15, 2017 and $30.0 million plus accrued interest on January 15, 2018. If AstraZeneca elects to terminate the license agreement only with respect to its rights in the U.S., then such repayment amount would be funded through a 50% reduction of non-U.S. royalty amounts otherwise payable to us until the aggregate amount of such royalty reduction equals the total principal amount of $70.0 million plus accumulated interest at 4.5% compounded annually. If the FDA requires a post-approval cardiovascular safety study as a condition to approval of the naloxegol NDA, then the royalty rate payable to us from net sales of naloxegol in the U.S. by AstraZeneca would be reduced by two percentage points until the aggregate accumulated amount of such royalty payment reduction is equal to a maximum of $35.0 million. | |||||||||||||||
We will be entitled to the remaining $140.0 million of contingent payments if naloxegol is approved by the FDA and EMA and commercial launch is achieved in the U.S. and one major country in the European Union. In addition, we are also entitled to sales milestone payments and royalties based on annual worldwide net sales of naloxegol and naloxegol fixed-dose combination products. | |||||||||||||||
Roche : PEGASYS® and MIRCERA® | |||||||||||||||
In February 1997, we entered into a license, manufacturing and supply agreement with Roche, under which we granted Roche a worldwide, exclusive license to certain intellectual property related to our proprietary PEGylation materials used in the manufacture and commercialization of PEGASYS®. As a result of Roche exercising a license extension option in December 2009, Roche has the right to manufacture all of its requirements for our proprietary PEGylation materials for PEGASYS® and we perform additional manufacturing, if any, only on an as-requested basis. In connection with Roche’s exercise of the license extension option in December 2009, we received a payment of $31.0 million. As of December 31, 2013, we have deferred revenue of approximately $10.3 million related to this agreement, which we expect to recognize through December 2015, the period through which we are required to provide back-up manufacturing and supply services related to PEGASYS®. | |||||||||||||||
In February 2012, we entered into a toll-manufacturing agreement with Roche under which we will manufacture the proprietary PEGylation material used by Roche to produce MIRCERA®. Roche entered into the toll-manufacturing agreement with the objective of establishing us as a secondary back-up supply source on a non-exclusive basis. Under the terms of our toll-manufacturing agreement, Roche paid us an upfront payment of $5.0 million and an additional $22.0 million in performance-based milestone payments upon our achievement of certain manufacturing readiness, validation and production milestones, including the delivery of specified quantities of PEGylation materials, all of which were completed as of January 2013. Roche will also pay us additional consideration for any future orders of the PEGylation materials for MIRCERA® beyond the initial quantities manufactured through January 2013. Roche has the right to terminate the toll-manufacturing agreement due to an uncured material default by us. | |||||||||||||||
We analyzed the milestone payments under the agreement and determined that they did not meet the criteria for revenue recognition under the milestone method as a result of our continuing manufacturing obligations. We have identified our back-up manufacturing obligation through December 2016 and the delivery of PEGylation materials specified in the agreement in 2012 and early 2013 as the units of accounting in the arrangement. We made our best estimate of the selling prices for these deliverables and have allocated the total $27.0 million consideration to these items based on the relative selling price method. As of December 31, 2013, we have deferred revenue of approximately $16.1 million, which we expect to recognize through December 2016, the estimated end of our obligations under this agreement. | |||||||||||||||
In August 2013, we agreed to deliver additional quantities of PEGylation materials used by Roche to produce PEGASYS® and MIRCERA®, all of which were delivered in the last quarter of 2013, for total consideration of $18.6 million. We determined that these incremental activities should be considered a material modification of the existing PEGASYS® and MIRCERA® -related arrangements described above. As a result, we allocated the $18.6 million consideration to each of these arrangements and determined the amounts to be recognized or deferred based on the estimated selling prices of the undelivered obligations. As of December 31, 2013, we have deferred revenue of approximately $6.9 million related to these activities, which we expect to recognize through December 2016, the estimated end of our obligations under the modified arrangements. | |||||||||||||||
Bayer Healthcare LLC: BAY41-6551 (Amikacin Inhale) | |||||||||||||||
In August 2007, we entered into a co-development, license and co-promotion agreement with Bayer Healthcare LLC (Bayer) to develop a specially-formulated inhaled Amikacin. We are responsible for development and manufacturing and supply of the nebulizer device included in the Amikacin product. Bayer is responsible for most future clinical development and commercialization costs, all activities to support worldwide regulatory filings, approvals and related activities, further development of Amikacin Inhale and final product packaging and distribution. In the years prior to 2013, we received an upfront payment of $40.0 million in 2007 and milestone payments of $20.0 million, of which $10.0 million was recorded as a liability to Bayer for the reimbursement of its costs of the Phase 3 clinical trial. | |||||||||||||||
As a result of the start of the Phase 3 clinical trial by Bayer in the treatment of intubated and mechanically ventilated patients with Gram-negative pneumonia in April 2013, we achieved a $10.0 million development milestone, which was received and recognized as revenue in the second quarter of 2013. The receipt of this milestone also triggered the payment of our $10.0 million obligation to Bayer described above, which was paid in June 2013. | |||||||||||||||
In addition, we are entitled to receive a total of up to $50.0 million for development milestones upon achievement of certain development objectives, as well as sales milestones upon achievement of annual sales targets and royalties based on annual worldwide net sales of Amikacin Inhale. As of December 31, 2013, we have deferred revenue of approximately $22.5 million related to this agreement, which we expect to recognize through December 2026, the estimated end of our obligations under this agreement. | |||||||||||||||
Affymax, Inc.: OMONTYS® | |||||||||||||||
In April 2004, we entered into a license, manufacturing and supply agreement with Affymax, Inc. (Affymax) under which we provided Affymax with a worldwide, non-exclusive license under certain of our proprietary PEGylation technology to develop, manufacture and commercialize OMONTYS® (peginesatide). | |||||||||||||||
On March 27, 2012, the FDA approved OMONTYS® to treat anemia in patients with chronic kidney disease on dialysis and OMONTYS® sales were initiated in the second quarter of 2012. On February 23, 2013, Affymax and Takeda Pharmaceutical Company Limited (Takeda) announced a voluntary recall of all lots of OMONTYS® drug product as a result of new post-marketing reports regarding serious hypersensitivity reactions, including anaphylaxis, which can be life-threatening or fatal. Effective as of April 1, 2013, Affymax announced that it had amended its collaboration agreement with Takeda to transfer regulatory, manufacturing, and development responsibilities for OMONTYS® to Takeda. In July 2013, Affymax terminated the license, manufacturing and supply agreement with Nektar. | |||||||||||||||
We have received milestone and related payments under our agreement with Affymax and, as a result of the termination of our agreement with Affymax and our related performance obligations, we recognized the remaining $6.7 million of deferred revenue from this agreement in the year ended December 31, 2013. | |||||||||||||||
Amgen, Inc.: Neulasta® | |||||||||||||||
In October 2010, we amended and restated an existing supply and license agreement by entering into a supply, dedicated suite and manufacturing guarantee agreement (the amended and restated agreement) and a license agreement with Amgen Inc. and Amgen Manufacturing, Limited (together referred to as Amgen). Under the terms of the amended and restated agreement, we guarantee the manufacture and supply of our proprietary PEGylation materials (Polymer Materials) to Amgen in an existing manufacturing suite to be used exclusively for the manufacture of Polymer Materials for Amgen (the Manufacturing Suite) in our manufacturing facility in Huntsville, Alabama (the Facility). This supply arrangement is on a non-exclusive basis (other than the use of the Manufacturing Suite and certain equipment) whereby we are free to manufacture and supply the Polymer Materials to any other third party and Amgen is free to procure the Polymer Materials from any other third party. Under the terms of the amended and restated agreement, we received a $50.0 million payment in the fourth quarter of 2010 in return for our guaranteeing the supply of certain quantities of Polymer Materials to Amgen including without limitation the Additional Rights described below and manufacturing fees that are calculated based on fixed and variable components applicable to the Polymer Materials ordered by Amgen and delivered by us. Amgen has no minimum purchase commitments. If quantities of the Polymer Materials ordered by Amgen exceed specified quantities, significant additional payments become payable to us in return for our guaranteeing the supply of additional quantities of the Polymer Materials. | |||||||||||||||
The term of the amended and restated agreement ends on October 29, 2020. In the event we become subject to a bankruptcy or insolvency proceeding, we cease to own or control the Facility, we fail to manufacture and supply or certain other events, Amgen or its designated third party will have the right to elect, among certain other options, to take title to the dedicated equipment and access the Facility to operate the Manufacturing Suite solely for the purpose of manufacturing the Polymer Materials (the Additional Rights). Amgen may terminate the amended and restated agreement for convenience or due to an uncured material default by us. Our research facility in Huntsville, Alabama that we propose to sell is a different building and location from that of the Facility described here. | |||||||||||||||
As of December 31, 2013, we have deferred revenue of approximately $34.2 million related to this agreement, which we expect to recognize through October 2020, the estimated end of our obligations under this agreement. | |||||||||||||||
Baxter Healthcare: BAX 855/Hemophilia | |||||||||||||||
In September 2005, we entered into an exclusive research, development, license and manufacturing and supply agreement with Baxter Healthcare SA and Baxter Healthcare Corporation (together referred to as Baxter) to develop products designed to improve therapies for Hemophilia A patients using our PEGylation technology. Under the terms of the agreement, we are entitled to research and development funding and are responsible for supplying Baxter with its requirements for our proprietary materials. Baxter is responsible for all clinical development, regulatory, and commercialization expenses. The agreement is terminable by the parties under customary conditions. | |||||||||||||||
Under the terms of our agreement with Baxter, we are entitled to up to $28.0 million of development milestones related to Hemophilia A upon achievement of certain development objectives, as well as sales milestones upon achievement of annual sales targets and royalties based on annual worldwide net sales of products resulting from this agreement. This Hemophilia A program includes BAX 855, which is currently in a Phase 3 clinical study initiated in February 2013. In prior years, we received an upfront payment of $4.0 million related to the Hemophilia A programs. As of December 31, 2013, we do not have significant deferred revenue related to this agreement. | |||||||||||||||
Other | |||||||||||||||
In addition, as of December 31, 2013, we have a number of collaboration agreements, including our collaboration partners UCB, Ophthotech Corp., and Regado Biosciences, Inc., under which we are entitled to up to a total of $66.3 million of development milestones upon achievement of certain development objectives, as well as sales milestones upon achievement of annual sales targets and royalties based on net sales of commercialized products, if any. However, given the current phase of development of the potential products under these collaboration agreements, we cannot estimate the probability or timing of achieving these milestones. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Note 11 — Stock-Based Compensation | |||||||||||||||||
We issue stock-based awards from our equity incentive plans, which are more fully described in Note 9. Stock-based compensation expense was recognized as follows (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of goods sold | $ | 1,297 | $ | 1,496 | $ | 1,266 | |||||||||||
Research and development | 7,910 | 7,082 | 7,944 | ||||||||||||||
General and administrative | 8,501 | 7,621 | 9,675 | ||||||||||||||
Total stock-based compensation | $ | 17,708 | $ | 16,199 | $ | 18,885 | |||||||||||
As of December 31, 2013, total unrecognized compensation costs of $23.4 million related to unvested stock-based compensation arrangements are expected to be recognized as expense over a weighted-average period of 1.7 years. | |||||||||||||||||
Black-Scholes Assumptions | |||||||||||||||||
The following tables list the Black-Scholes option-pricing model assumptions used to calculate the fair value of employee and director stock options. Stock-based compensation resulting from our ESPP was not material in the years ended December 31, 2013, 2012, and 2011. | |||||||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||
Average risk-free interest rate | 0.9 | % | 0.9 | % | 1.6 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Average volatility factor | 61.2 | % | 62.2 | % | 63.8 | % | |||||||||||
Average weighted average expected life | 5.2 years | 5.0 years | 4.9 years | ||||||||||||||
The average risk-free interest rate is based on the U.S. treasury yield curve in effect at the time of grant for periods commensurate with the expected life of the stock-based award. We have never paid dividends, nor do we expect to pay dividends in the foreseeable future; therefore, we used a dividend yield of 0.0%. Our estimate of expected volatility is based on the daily historical trading data of our common stock at the time of grant over a historical period commensurate with the expected life of the stock-based award. | |||||||||||||||||
For the years ended December 31, 2013, 2012, and 2011, we estimated the weighted-average expected life based on the contractual and vesting terms of the stock options, as well as historic cancellation and exercise data. | |||||||||||||||||
Summary of Stock Option Activity | |||||||||||||||||
The table below presents a summary of stock option activity under our equity incentive plans (in thousands, except for price per share and contractual life information): | |||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||
Shares | Exercise | Remaining | Value(1) | ||||||||||||||
Price | Contractual | ||||||||||||||||
per Share | Life (in Years) | ||||||||||||||||
Outstanding at December 31, 2012 | 18,996 | $ | 9.03 | ||||||||||||||
Options granted | 3,470 | 9.42 | |||||||||||||||
Options exercised | (1,047 | ) | 7.07 | ||||||||||||||
Options forfeited & canceled | (764 | ) | 12.76 | ||||||||||||||
Outstanding at December 31, 2013 | 20,655 | $ | 9.06 | 4.35 | $ | 56,269 | |||||||||||
Vested and expected to vest at December 31, 2013 | 20,357 | $ | 9.07 | 4.31 | $ | 55,454 | |||||||||||
Exercisable at December 31, 2013 | 15,519 | $ | 9.08 | 3.64 | $ | 43,287 | |||||||||||
-1 | Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2013. | ||||||||||||||||
The weighted-average grant-date fair value per share of options granted during the years ended December 31, 2013, 2012, and 2011 was $4.95, $3.92, and $5.22, respectively. The total intrinsic value of options exercised during the years ended December 31, 2013, 2012, and 2011 was $4.5 million, $1.9 million, and $3.7 million, respectively. The estimated fair value of options vested during the years ended December 31, 2013, 2012, and 2011 was $14.1 million, $15.7 million, and $18.1 million, respectively. | |||||||||||||||||
RSU Awards | |||||||||||||||||
We issued RSU awards to certain officers and employees. The RSU awards granted in 2006 vested upon achievement of pre-determined performance milestones, of which the last performance milestone was met in 2013. The RSU awards granted in 2007 through 2010 had a time-based vesting schedule. There were no RSU awards granted in 2013, 2012, or 2011. There were no, 120,580, and 136,080 RSU awards outstanding at December 31, 2013, 2012, and 2011, respectively. We expensed the grant date fair value of the RSU awards ratably over the expected service or performance period. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
Note 12 — Income Taxes | |||||||||||||
Income (loss) before provision for income taxes includes the following components (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (161,068 | ) | $ | (174,258 | ) | $ | (135,880 | ) | ||||
Foreign | 1,300 | 2,809 | 2,920 | ||||||||||
Loss before provision for income taxes | $ | (159,768 | ) | $ | (171,449 | ) | $ | (132,960 | ) | ||||
Provision for Income Taxes | |||||||||||||
The provision for income taxes consists of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | (137 | ) | $ | — | ||||||
State | 1 | 1 | 1 | ||||||||||
Foreign | 1,838 | 1,029 | 921 | ||||||||||
Total Current | 1,839 | 893 | 922 | ||||||||||
Deferred: | |||||||||||||
Federal | 422 | (422 | ) | — | |||||||||
State | 49 | (49 | ) | — | |||||||||
Foreign | (65 | ) | (16 | ) | 96 | ||||||||
Total Deferred | 406 | (487 | ) | 96 | |||||||||
Provision for income taxes | $ | 2,245 | $ | 406 | $ | 1,018 | |||||||
Income tax provision related to continuing operations differs from the amount computed by applying the statutory income tax rate of 35% to pretax loss as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. federal provision (benefit) | |||||||||||||
At statutory rate | $ | (55,919 | ) | $ | (60,007 | ) | $ | (46,536 | ) | ||||
State taxes | 50 | (48 | ) | 1 | |||||||||
Change in valuation allowance | 55,042 | 47,349 | 48,959 | ||||||||||
Foreign tax inclusion | — | 6,510 | — | ||||||||||
Non-cash interest expense on liability related to sale of future royalties | 7,808 | 6,320 | — | ||||||||||
Foreign tax differential | (20 | ) | (227 | ) | (129 | ) | |||||||
Research credits | (6,273 | ) | (591 | ) | (893 | ) | |||||||
Other | 1,557 | 1,100 | (384 | ) | |||||||||
Provision for income taxes | $ | 2,245 | $ | 406 | $ | 1,018 | |||||||
Deferred Tax Assets and Liabilities | |||||||||||||
Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 391,385 | $ | 351,354 | |||||||||
Research and other credits | 61,707 | 52,769 | |||||||||||
Deferred revenue | 35,588 | 39,521 | |||||||||||
Sale of future royalties | 28,057 | 39,750 | |||||||||||
Stock-based compensation | 25,962 | 23,746 | |||||||||||
Capitalized research expenses | 17,687 | 7,192 | |||||||||||
Reserves and accruals | 14,685 | 8,776 | |||||||||||
Property and equipment | 8,580 | 8,482 | |||||||||||
Other | 2,539 | 2,773 | |||||||||||
Deferred tax assets before valuation allowance | 586,190 | 534,363 | |||||||||||
Valuation allowance for deferred tax assets | (586,040 | ) | (534,268 | ) | |||||||||
Total deferred tax assets | 150 | 95 | |||||||||||
Total deferred tax liabilities | — | — | |||||||||||
Net deferred tax assets | $ | 150 | $ | 95 | |||||||||
Realization of our deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Because of our lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $51.8 million and $43.6 million during the years ended December 31, 2013 and 2012, respectively. The valuation allowance includes approximately $35.6 million of income tax benefit at both December 31, 2013 and December 31, 2012 related to stock-based compensation and exercises prior to the implementation of the accounting guidance for stock-based compensation that will be credited to additional paid in capital when realized. | |||||||||||||
Undistributed earnings of our foreign subsidiary in India are considered to be permanently reinvested and accordingly, no deferred U.S. income taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to U.S. income tax. As of December 31, 2013, U.S. income taxes have not been provided on a cumulative total of $1.7 million of such earnings. At the present time it is not practicable to estimate the amount of U.S. income taxes that might be payable if these earnings were repatriated. | |||||||||||||
Net Operating Loss and Tax Credit Carryforwards | |||||||||||||
As of December 31, 2013, we had a net operating loss carryforward for federal income tax purposes of approximately $1,029.7 million, portions of which will begin to expire in 2018. We had a total state net operating loss carryforward of approximately $614.6 million, which will begin to expire in 2014. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. | |||||||||||||
We have federal research credits of approximately $36.5 million, which will begin to expire in 2019 and state research credits of approximately $20.9 million which have no expiration date. We have federal orphan drug credits of $17.7 million which will begin to expire in 2026. These tax credits are subject to the same limitations discussed above. | |||||||||||||
Unrecognized tax benefits | |||||||||||||
We have incurred net operating losses since inception. Our policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for income taxes in the consolidated statements of operations. If we are eventually able to recognize our uncertain positions, our effective tax rate would be reduced. We currently have a full valuation allowance against our U.S. net deferred tax asset which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. Any adjustments to our uncertain tax positions would result in an adjustment of our net operating loss or tax credit carry forwards rather than resulting in a cash outlay. | |||||||||||||
We file income tax returns in the U.S., California, Alabama, India and the U.K. The 2009 and 2010 tax years were previously under audit by the IRS. These audits were completed and we received no change letters. The 2005 through 2010 tax years were previously under audit in Alabama. These audits were completed with no changes to the tax liability. Because of net operating losses and research credit carryovers, substantially all of our domestic tax years remain open and subject to examination. We are currently under examination in India for the fiscal years ending 2009 through 2013. | |||||||||||||
We have the following activity relating to unrecognized tax benefits (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning balance | $ | 14,067 | $ | 13,576 | $ | 13,058 | |||||||
Tax positions related to current year | |||||||||||||
Additions: | |||||||||||||
Federal | 477 | 289 | 297 | ||||||||||
State | 381 | 302 | 221 | ||||||||||
Reductions | — | — | — | ||||||||||
Tax positions related to prior year | |||||||||||||
Additions: | |||||||||||||
Federal | 636 | 37 | — | ||||||||||
State | — | — | — | ||||||||||
Foreign | 802 | — | — | ||||||||||
Reductions | — | — | — | ||||||||||
Settlements | — | — | — | ||||||||||
Lapses in statute of limitations | — | (137 | ) | — | |||||||||
Ending balance | $ | 16,363 | $ | 14,067 | $ | 13,576 | |||||||
Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, we do not anticipate any significant changes to unrecognized tax benefits over the next twelve months. During the years ended December 31, 2013, 2012 and 2011, no significant interest or penalties were recognized relating to unrecognized tax benefits. |
Segment_Reporting
Segment Reporting | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Reporting | ' | ||||||||||||
Note 13 — Segment Reporting | |||||||||||||
We operate in one business segment which focuses on applying our technology platforms to improve the performance of established and novel medicines. We operate in one segment because our business offerings have similar economics and other characteristics, including the nature of products and manufacturing processes, types of customers, distribution methods and regulatory environment. We are comprehensively managed as one business segment by our Chief Executive Officer and his management team. Within our one business segment we have two components, PEGylation technology and pulmonary technology. | |||||||||||||
Our revenue is derived primarily from clients in the pharmaceutical and biotechnology industries. Roche, UCB, AstraZeneca, and Bayer represented 28%, 21%, 17% and 10% of our revenue, respectively, for the year ended December 31, 2013. Revenue from UCB, Roche and Affymax represented 30%, 23%, and 11% of our revenue, respectively, for the year ended December 31, 2012. Revenue from UCB and Roche represented 27% and 16% of our revenue, respectively, for the year ended December 31, 2011. | |||||||||||||
Revenue by geographic area is based on the locations of our partners. The following table sets forth revenue by geographic area (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 42,535 | $ | 34,591 | $ | 37,896 | |||||||
Europe | 106,386 | 46,600 | 33,584 | ||||||||||
Total revenue | $ | 148,921 | $ | 81,191 | $ | 71,480 | |||||||
At December 31, 2013, $57.3 million, or approximately 88%, of the net book value of our property and equipment was located in the United States and $7.7 million, or approximately 12%, was located in India. At December 31, 2012, $62.5 million, or approximately 87%, of the net book value of our property and equipment was located in the United States and $9.7 million, or approximately 13%, was located in India. |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
Note 14 — Subsequent Event | |
On January 28, 2014, we completed the issuance and sale of 9,775,000 shares of our common stock for gross proceeds to the Company of approximately $117.2 million. Additionally, we incurred approximately $0.6 million in legal and accounting fees, filing fees, and other offering expenses. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Selected Quarterly Financial Data | ' | ||||||||||||||||||||||||||||||||
Note 15 — Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||||
The following table sets forth certain unaudited quarterly financial data. In our opinion, the unaudited information set forth below has been prepared on the same basis as the audited information and includes all adjustments necessary to present fairly the information set forth herein. We have experienced fluctuations in our quarterly results and expect these fluctuations to continue in the future. Due to these and other factors, we believe that quarter-to-quarter comparisons of our operating results will not be meaningful, and you should not rely on our results for any one quarter as an indication of our future performance. Certain items previously reported in specific financial statement captions have been reclassified to conform to the current period presentation. Such reclassifications have not materially impacted previously reported total revenues, operating loss or net loss. All data is in thousands except per share information. | |||||||||||||||||||||||||||||||||
Fiscal Year 2013 | Fiscal Year 2012 | ||||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | ||||||||||||||||||||||||||
Product sales | $ | 11,810 | $ | 10,324 | $ | 14,672 | $ | 8,040 | $ | 6,945 | $ | 9,694 | $ | 8,355 | $ | 10,405 | |||||||||||||||||
Total revenue | $ | 23,004 | $ | 33,862 | $ | 60,909 | $ | 31,146 | $ | 17,949 | $ | 23,684 | $ | 18,412 | $ | 21,146 | |||||||||||||||||
Cost of goods sold | $ | 11,661 | $ | 5,011 | $ | 12,877 | $ | 8,960 | $ | 8,707 | $ | 7,203 | $ | 7,228 | $ | 7,290 | |||||||||||||||||
Research and development expenses | $ | 45,618 | $ | 52,230 | $ | 43,914 | $ | 48,248 | $ | 35,085 | $ | 33,201 | $ | 34,016 | $ | 46,373 | |||||||||||||||||
Operating loss | $ | (45,106 | ) | $ | (32,605 | ) | $ | (6,525 | ) | $ | (35,894 | ) | $ | (37,932 | ) | $ | (26,988 | ) | $ | (32,900 | ) | $ | (43,381 | ) | |||||||||
Net loss | $ | (55,063 | ) | $ | (42,748 | ) | $ | (16,543 | ) | $ | (47,659 | ) | $ | (41,097 | ) | $ | (34,285 | ) | $ | (43,547 | ) | $ | (52,926 | ) | |||||||||
Basic and diluted net loss per share(1) | $ | (0.48 | ) | $ | (0.37 | ) | $ | (0.14 | ) | $ | (0.41 | ) | $ | (0.36 | ) | $ | (0.30 | ) | $ | (0.38 | ) | $ | (0.46 | ) | |||||||||
-1 | Quarterly loss per share amounts may not total to the year-to-date loss per share due to rounding. |
Organization_and_Summary_of_Si1
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Organization | ' | ||||||||||||
Note 1 — Organization and Summary of Significant Accounting Policies | |||||||||||||
Organization | |||||||||||||
We are a clinical-stage biopharmaceutical company headquartered in San Francisco, California and incorporated in Delaware. We are developing a pipeline of drug candidates that utilize our PEGylation and advanced polymer conjugate technology platforms with the objective to improve the benefits of drugs for patients. | |||||||||||||
Our research and development activities have required significant resources to date and are expected to continue to require significant resources. As a result, we expect to continue to incur substantial losses and negative cash flows from operations in the future. We have financed our operations primarily through cash from licensing, collaboration and manufacturing agreements as well as financing transactions. At December 31, 2013, we had approximately $262.0 million in cash, cash equivalents and investments in marketable securities, of which $25.0 million was restricted, and $160.8 million in indebtedness. The indebtedness includes $125.0 million in aggregate principal amount of 12.0% senior secured notes due July 15, 2017, but excludes our long-term liability relating to the sale of future royalties. As is further described in Note 7, this royalty obligation liability will not be settled in cash, but we expect to make a payment of $7.0 million to the royalty purchaser in 2014 as a certain specified worldwide net sales threshold of MIRCERA® is not expected to be met. | |||||||||||||
Basis of Presentation, Principles of Consolidation and Use of Estimates | ' | ||||||||||||
Basis of Presentation, Principles of Consolidation and Use of Estimates | |||||||||||||
Our consolidated financial statements include the financial position, results of operations and cash flows of our wholly-owned subsidiaries: Nektar Therapeutics (India) Private Limited and Nektar Therapeutics UK, Ltd. (Nektar UK). All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
Our consolidated financial statements are denominated in U.S. dollars. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar will affect the translation of each foreign subsidiary’s financial results into U.S. dollars for purposes of reporting our consolidated financial results. Translation gains and losses are included in accumulated other comprehensive income (loss) in the stockholders’ equity (deficit) section of the balance sheet. To date, such cumulative translation adjustments have not been material to our consolidated financial position. Aggregate gross foreign currency transaction gains (losses) recorded in operations for the years ended December 31, 2013, 2012, and 2011 were not material. | |||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. On an ongoing basis, we evaluate our estimates, including those related to deferred revenue recognition periods, inventories, the impairment of investments, the impairment of goodwill and long-lived assets, contingencies, estimated interest expense from our liability related to our sale of future royalties, stock-based compensation, and ongoing litigation, amongst other estimates. We base our estimates on historical experience and on other assumptions that management believes are reasonable under the circumstances. These estimates also form the basis for making judgments about the carrying values of assets and liabilities when these values are not readily apparent from other sources. | |||||||||||||
Reclassifications | ' | ||||||||||||
Reclassifications | |||||||||||||
Certain items previously reported in specific financial statement captions have been reclassified to conform to the current period presentation. Such reclassifications do not materially impact previously reported total revenue, operating loss or net loss or total assets, liabilities or stockholders’ equity (deficit). | |||||||||||||
Cash, Cash Equivalents, and Investments, and Fair Value of Financial Instruments | ' | ||||||||||||
Cash, Cash Equivalents, and Investments, and Fair Value of Financial Instruments | |||||||||||||
We consider all investments in marketable securities with an original maturity of three months or less when purchased to be cash equivalents. Investments in securities with remaining maturities of less than one year, or where our intent is to use the investments to fund current operations or to make them available for current operations, are classified as short-term investments. | |||||||||||||
Investments are designated as available-for-sale and are carried at fair value, with unrealized gains and losses reported in stockholders’ equity (deficit) as accumulated other comprehensive income (loss). The disclosed fair value related to our cash equivalents and investments is based primarily on the reported fair values in our period-end brokerage statements, which are based on market prices from a variety of industry standard data providers and generally represent quoted prices for similar assets in active markets or have been derived from observable market data. We independently validate these fair values using available market quotes and other information. | |||||||||||||
Interest and dividends on securities classified as available-for-sale, as well as amortization of premiums and accretion of discounts to maturity, are included in interest income. Realized gains and losses and declines in value of available-for-sale securities judged to be other-than-temporary, if any, are included in other income (expense). The cost of securities sold is based on the specific identification method. | |||||||||||||
Accounts Receivable and Significant Customer Concentrations | ' | ||||||||||||
Accounts Receivable and Significant Customer Concentrations | |||||||||||||
Our customers are primarily pharmaceutical and biotechnology companies that are located in the U.S. and Europe. Our accounts receivable balance contains billed and unbilled trade receivables from product sales and royalties, as well as time and materials based billings from collaborative research and development agreements. When appropriate, we provide for an allowance for doubtful accounts by reserving for specifically identified doubtful accounts. We generally do not require collateral from our customers. We perform a regular review of our customers’ payment histories and associated credit risk. We have not experienced significant credit losses from our accounts receivable. At December 31, 2013, three different customers represented 30%, 28%, and 28%, respectively, of our accounts receivable. At December 31, 2012, four different customers represented 38%, 27%, 14% and 11%, respectively, of our accounts receivable. | |||||||||||||
Inventory and Significant Supplier Concentrations | ' | ||||||||||||
Inventory and Significant Supplier Concentrations | |||||||||||||
Inventory is generally manufactured upon receipt of firm purchase orders from our collaboration partners. Inventory includes direct materials, direct labor, and manufacturing overhead and cost is determined on a first-in, first-out basis. Inventory is valued at the lower of cost or market and defective or excess inventory is written down to net realizable value based on historical experience or projected usage. Inventory related to research and development activities is expensed when purchased. | |||||||||||||
We are dependent on our suppliers and contract manufacturers to provide raw materials, drugs and devices of appropriate quality and reliability and to meet applicable contract and regulatory requirements. In certain cases, we rely on single sources of supply of one or more critical materials. Consequently, in the event that supplies are delayed or interrupted for any reason, our ability to develop and produce our drug candidates or our ability to meet our supply obligations could be significantly impaired, which could have a material adverse effect on our business, financial condition and results of operations. | |||||||||||||
Property and Equipment | ' | ||||||||||||
Property and Equipment | |||||||||||||
Property and equipment are stated at cost. Major improvements are capitalized, while maintenance and repairs are expensed when incurred. Manufacturing, laboratory and other equipment are depreciated using the straight-line method generally over estimated useful lives of three to seven years. Leasehold improvements and buildings are depreciated using the straight-line method over the shorter of the estimated useful life or the remaining term of the lease. | |||||||||||||
We periodically review our property and equipment for recoverability whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Generally, an impairment loss would be recognized if the carrying amount of an asset exceeds the sum of the discounted cash flows expected to result from the use and eventual disposal of the asset. | |||||||||||||
Goodwill | ' | ||||||||||||
Goodwill | |||||||||||||
Goodwill represents the excess of the price paid for another entity over the fair value of the assets acquired and liabilities assumed in a business combination. We test for impairment in the fourth quarter of each year using an October 1 measurement date, as well as at other times when impairment indicators exist or when events occur or circumstances change that would indicate the carrying amount may not be fully recoverable. | |||||||||||||
We are organized in one reporting unit and have evaluated the goodwill for the Company as a whole. In order to test for goodwill impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of our single reporting unit is less than its carrying amount and, if so, we perform a two-step goodwill impairment test. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount. If the carrying amount exceeds its fair value, the second step compares the book value of our assigned goodwill to its implied fair value. We did not recognize any goodwill-related impairment charges during 2013, 2012, or 2011. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
We enter into arrangements with pharmaceutical and biotechnology collaboration partners that may involve multiple deliverables. Our arrangements may contain one or more of the following elements: upfront fees, contract research and development, milestone payments, manufacturing and supply payments, royalties, and license fees. Each deliverable in the arrangement is evaluated to determine whether it meets the criteria to be accounted for as a separate unit of accounting or whether it should be combined with other deliverables. Revenue is recognized separately for each element. | |||||||||||||
At the inception of each new multiple-element arrangement or the material modification of an existing multiple-element arrangement, we allocate all consideration received under multiple-element arrangements to all units of accounting based on the relative selling price method, generally based on our best estimate of selling price (ESP). The objective of ESP is to determine the price at which we would transact a sale if the product or service was sold on a stand-alone basis. We determine ESP for the elements in our collaboration arrangements by considering multiple factors including, but not limited to, technical complexity of the performance obligation and similarity of elements to those performed under previous arrangements. Since we apply significant judgment in arriving at the ESPs, any material change in our estimates would significantly affect the allocation of the total consideration to the different elements of a multiple element arrangement. | |||||||||||||
Product sales | |||||||||||||
Product sales are primarily derived from cost-plus and fixed price manufacturing and supply agreements with our collaboration partners and revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. We have not experienced any significant returns from our customers. | |||||||||||||
Royalty revenues | |||||||||||||
Generally, we are entitled to royalties from our partners based on the net sales of their approved drugs that are marketed and sold in one or more countries where we hold royalty rights. We recognize royalty revenue when the cash is received or when the royalty amount to be received is estimable and collection is reasonably assured. With respect to the non-cash royalties related to sale of future royalties described at Note 7, revenue is recognized when estimable, otherwise, revenue is recognized during the period in which the related royalty report is received, which generally occurs in the quarter after the applicable product sales are made. | |||||||||||||
License, collaboration and other | |||||||||||||
Upfront fees received by us in license and collaboration arrangements that include future obligations, such as manufacturing and supply obligations, are recognized ratably over our expected performance period under each respective arrangement. We make our best estimate of the period over which we expect to fulfill our performance obligations, which may include technology transfer assistance, research activities, clinical development activities, and manufacturing activities from development through the commercialization of the product. Given the uncertainties of these collaboration arrangements, significant judgment is required to determine the duration of the performance period. | |||||||||||||
Contingent consideration received from the achievement of a substantive milestone is recognized in its entirety in the period in which the milestone is achieved, which we believe is consistent with the substance of our performance under our various license and collaboration agreements. A milestone is defined as an event (i) that can only be achieved based in whole or in part either on the entity’s performance or on the occurrence of a specific outcome resulting from the entity’s performance, (ii) for which there is substantive uncertainty at the date the arrangement is entered into that the event will be achieved, and (iii) that would result in additional payments being due to the entity. A milestone is substantive if the consideration earned from the achievement of the milestone is consistent with our performance required to achieve the milestone or the increase in value to the collaboration resulting from our performance, relates solely to our past performance, and is reasonable relative to all of the other deliverables and payments within the arrangement. | |||||||||||||
Our license and collaboration agreements with our partners provide for payments to us upon the achievement of development milestones, such as the completion of clinical trials or regulatory submissions, approvals by health authorities, and commercial launches of drugs. Given the challenges inherent in developing and obtaining regulatory approval for drug products and in achieving commercial launches, there was substantial uncertainty whether any such milestones would be achieved at the time of execution of these licensing and collaboration agreements. In addition, we evaluated whether the development milestones meet the remaining criteria to be considered substantive. As a result of our analysis, we consider our remaining development milestones under all of our license and collaboration agreements to be substantive and, accordingly, we expect to recognize as revenue future payments received from such milestones only if and as each milestone is achieved. | |||||||||||||
Our license and collaboration agreements with certain partners also provide for contingent payments to us based solely upon the performance of the respective partner. For such contingent amounts we expect to recognize the payments as revenue when earned under the applicable contract, which is generally upon completion of performance by the respective partner, provided that collection is reasonably assured. | |||||||||||||
Our license and collaboration agreements with our partners also provide for payments to us upon the achievement of specified sales volumes of approved drugs. We consider these payments to be similar to royalty payments and we will recognize such sales-based payments upon achievement of such sales volumes, provided that collection is reasonably assured. | |||||||||||||
Shipping and Handling Costs | ' | ||||||||||||
Shipping and Handling Costs | |||||||||||||
We recognize costs related to shipping and handling of product to customers in cost of goods sold. | |||||||||||||
Stock-Based Compensation | ' | ||||||||||||
Stock-Based Compensation | |||||||||||||
Stock-based compensation arrangements include stock option grants and restricted stock unit (RSU) awards under our equity incentive plans, as well as shares issued under our Employee Stock Purchase Plan (ESPP), through which employees may purchase our common stock at a discount to the market price. | |||||||||||||
We use the Black-Scholes option valuation model for the respective grant to determine the estimated fair value of the option on the date of grant (grant date fair value) and the estimated fair value of common stock purchased under the ESPP. The Black-Scholes option pricing model requires the input of highly subjective assumptions. Because our employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models may not provide a reliable single measure of the fair value of our employee stock options or common stock purchased under the ESPP. Management will continue to assess the assumptions and methodologies used to calculate the estimated fair value of stock-based compensation. Circumstances may change and additional data may become available over time, which could result in changes to these assumptions and methodologies, and which could materially impact our fair value determination. | |||||||||||||
We expense the value of the portion of the option or award that is ultimately expected to vest based on the historical forfeiture rate on a straight line basis over the requisite service periods in our Consolidated Statements of Operations. For awards that vest upon the achievement of performance milestones, we estimate the vesting period based on our evaluation of the probability of achievement of each respective milestone and the related estimated date of achievement. Stock-based compensation expense for purchases under the ESPP is recognized over the respective six-month purchase period. Expense amounts are allocated among inventory, cost of goods sold, research and development expense, and general and administrative expense based on the function of the applicable employee. Stock-based compensation charges are non-cash charges and as such have no impact on our reported cash flows. | |||||||||||||
Research and Development Expense | ' | ||||||||||||
Research and Development Expense | |||||||||||||
Research and development costs are expensed as incurred and include salaries, benefits and other operating costs such as outside services, supplies and allocated overhead costs. We perform research and development for our proprietary drug candidates and technology development and for certain third parties under collaboration agreements. For our proprietary drug candidates and our internal technology development programs, we invest our own funds without reimbursement from a third party. | |||||||||||||
We record accruals for the estimated costs of our clinical trial activities performed by third parties. We generally accrue costs associated with the start-up and reporting phases of the clinical trials ratably over the estimated duration of the start-up and reporting phases. We generally accrue costs associated with the treatment phase of clinical trials based on the total estimated cost of the treatment phase on a per patient basis and we expense the per patient cost ratably over the estimated patient treatment period based on patient enrollment in the trials. In specific circumstances, such as for certain time-based costs, we recognize clinical trial expenses using a methodology that we consider to be more reflective of the timing of costs incurred. Advance payments for goods or services that will be used or rendered for future research and development activities are capitalized as prepaid expenses and recognized as expense as the related goods are delivered or the related services are performed. | |||||||||||||
Net Loss Per Share | ' | ||||||||||||
Net Loss Per Share | |||||||||||||
Basic net loss per share is calculated based on the weighted-average number of common shares outstanding during the periods presented. For all periods presented in the Consolidated Statements of Operations, the net loss available to common stockholders is equal to the reported net loss. Basic and diluted net loss per share are the same due to our historical net losses and the requirement to exclude potentially dilutive securities which would have an anti-dilutive effect on net loss per share. The weighted average of these potentially dilutive securities has been excluded from the diluted net loss per share calculation and is as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Stock options | 12,959 | 13,970 | 11,338 | ||||||||||
Convertible subordinated notes | — | — | 9,989 | ||||||||||
Total | 12,959 | 13,970 | 21,327 | ||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
We account for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. We record a valuation allowance against deferred tax assets to reduce their carrying value to an amount that is more likely than not to be realized. When we establish or reduce the valuation allowance related to the deferred tax assets, our provision for income taxes will increase or decrease, respectively, in the period such determination is made. | |||||||||||||
We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. | |||||||||||||
Comprehensive Loss | ' | ||||||||||||
Comprehensive loss | |||||||||||||
Comprehensive loss is the change in stockholders’ equity (deficit) from transactions and other events and circumstances other than those resulting from investments by stockholders and distributions to stockholders. Our other comprehensive income (loss) is comprised of net loss, gains and losses from the foreign currency translation of the assets and liabilities of our India and UK subsidiaries, and unrealized gains and losses on investments in available-for-sale securities. | |||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In July 2013, the Financial Accounting Standards Board issued a new accounting standard that will require the presentation of certain unrecognized tax benefits as a reduction to deferred tax assets rather than as a liability when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance is effective for our interim and annual periods beginning January 1, 2014. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. |
Organization_and_Summary_of_Si2
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Weighted Average Securities Excluded from Diluted Net Loss Per Share | ' | ||||||||||||
The weighted average of these potentially dilutive securities has been excluded from the diluted net loss per share calculation and is as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Stock options | 12,959 | 13,970 | 11,338 | ||||||||||
Convertible subordinated notes | — | — | 9,989 | ||||||||||
Total | 12,959 | 13,970 | 21,327 | ||||||||||
Cash_and_Investments_in_Market1
Cash and Investments in Marketable Securities (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||
Cash and Investments in Marketable Securities, Including Cash Equivalents and Restricted Cash | ' | ||||||||||||
Cash and investments in marketable securities, including cash equivalents and restricted cash, are as follows (in thousands): | |||||||||||||
Estimated Fair Value at | |||||||||||||
December 31, | December 31, | ||||||||||||
2013 | 2012 | ||||||||||||
Cash and cash equivalents | $ | 39,067 | $ | 25,437 | |||||||||
Short-term investments | 197,959 | 251,757 | |||||||||||
Restricted cash | 25,000 | 25,000 | |||||||||||
Total cash and investments in marketable securities | $ | 262,026 | $ | 302,194 | |||||||||
Portfolio of Cash and Investments in Marketable Securities | ' | ||||||||||||
Our portfolio of cash and investments in marketable securities includes (in thousands): | |||||||||||||
Fair Value | Estimated Fair Value at | ||||||||||||
Hierarchy | |||||||||||||
Level | December 31, | December 31, | |||||||||||
2013 | 2012 | ||||||||||||
Corporate notes and bonds | 2 | $ | 138,515 | $ | 241,158 | ||||||||
U.S. corporate commercial paper | 2 | 59,444 | 3,990 | ||||||||||
Obligations of U.S. government agencies | 2 | — | 6,108 | ||||||||||
Obligations of U.S. states and municipalities | 2 | — | 1,504 | ||||||||||
Available-for-sale investments | 197,959 | 252,760 | |||||||||||
Money market funds | 1 | 26,453 | 22,487 | ||||||||||
Cash, including restricted cash | N/A | 37,614 | 26,947 | ||||||||||
Total cash and investments in marketable securities | $ | 262,026 | $ | 302,194 | |||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory | ' | ||||||||
Inventory consists of the following (in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 3,947 | $ | 7,489 | |||||
Work-in-process | 6,146 | 6,661 | |||||||
Finished goods | 3,359 | 4,119 | |||||||
Inventory | $ | 13,452 | $ | 18,269 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Property and equipment consist of the following (in thousands): | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Building and leasehold improvements | $ | 71,306 | $ | 72,180 | |||||
Laboratory equipment | 26,621 | 27,145 | |||||||
Manufacturing equipment | 23,699 | 20,877 | |||||||
Furniture, fixtures and other equipment | 23,235 | 21,914 | |||||||
Depreciable property and equipment at cost | 144,861 | 142,116 | |||||||
Less: accumulated depreciation | (84,148 | ) | (72,666 | ) | |||||
Depreciable property and equipment, net | 60,713 | 69,450 | |||||||
Construction-in-progress | 6,261 | 2,765 | |||||||
Property and equipment, net | $ | 66,974 | $ | 72,215 | |||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Text Block [Abstract] | ' | ||||
Future Minimum Payments for Capital Leases | ' | ||||
Future minimum payments for our capital leases at December 31, 2013 are as follows (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 5,169 | |||
2015 | 5,280 | ||||
2016 | 4,034 | ||||
Total minimum payments required | 14,483 | ||||
Less: amount representing interest | (2,898 | ) | |||
Present value of future minimum lease payments | 11,585 | ||||
Less: current portion | (3,536 | ) | |||
Capital lease obligation, less current portion | $ | 8,049 | |||
Future Minimum Lease Payments for Operating Leases | ' | ||||
Our future minimum lease payments for our operating leases at December 31, 2013 are as follows (in thousands): | |||||
Years ending December 31, | |||||
2014 | $ | 2,559 | |||
2015 | 4,750 | ||||
2016 | 4,892 | ||||
2017 | 5,037 | ||||
2018 | 5,187 | ||||
2019 and thereafter | 5,796 | ||||
Total future minimum lease payments | $ | 28,221 | |||
Liability_Related_to_Sale_of_F1
Liability Related to Sale of Future Royalties (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Text Block [Abstract] | ' | ||||||||
Summary of Liability Related to Potential Future Royalties | ' | ||||||||
The following table shows the activity within the liability account during the year ended December 31, 2013 and for the period from the inception of the royalty transaction on February 24, 2012 (inception) to December 31, 2013 (in thousands): | |||||||||
Year ended | Period from | ||||||||
December 31, | inception to | ||||||||
2013 | December 31, | ||||||||
2013 | |||||||||
Liability related to sale of future royalties—beginning balance | $ | 131,266 | $ | — | |||||
Proceeds from sale of future royalties | — | 124,000 | |||||||
Non-cash interest expense recognized | 22,309 | 40,366 | |||||||
Non-cash CIMZIA® and MIRCERA® royalty revenue | (22,055 | ) | (32,846 | ) | |||||
Payments from Nektar to RPI | (3,000 | ) | (3,000 | ) | |||||
Total liability related to sale of future royalties as of December 31, 2013 | 128,520 | 128,520 | |||||||
Less: current portion | (7,000 | ) | (7,000 | ) | |||||
Liability related to sale of future royalties, less current portion | $ | 121,520 | $ | 121,520 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Summarization of Common Stock Shares for Issuance Under Existing Equity Compensation Plans | ' | ||||||||||||
At December 31, 2013, we had 28,609,480 reserved shares of common stock, all of which are reserved for issuance under our equity compensation plans as summarized in the following table (share number in thousands): | |||||||||||||
Plan Category | Number of Securities to be | Weighted-Average | Number of Securities Remaining | ||||||||||
Issued Upon Exercise of | Exercise Price of | Available for Issuance Under | |||||||||||
Outstanding Options | Outstanding Options | Equity Compensation Plans | |||||||||||
(a) | (b) | (Excluding Securities Reflected | |||||||||||
in Column(a)) | |||||||||||||
(c) | |||||||||||||
Equity compensation plans approved by security holders(1) | 14,936 | $ | 8.76 | 7,954 | |||||||||
Equity compensation plans not approved by security holders | 5,719 | $ | 9.84 | — | |||||||||
Total | 20,655 | $ | 9.06 | 7,954 | |||||||||
-1 | Includes shares of common stock available for future issuance under our ESPP as of December 31, 2013. |
License_and_Collaboration_Agre1
License and Collaboration Agreements (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||||||||
License, Collaboration and Other Revenue | ' | ||||||||||||||
In accordance with our collaboration agreements, we recognized license, collaboration and other revenue as follows (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
Partner | Agreement | 2013 | 2012 | 2011 | |||||||||||
AstraZeneca AB | Naloxegol (NKTR-118) and naloxegol fixed-dose combination program (NKTR-119) | $ | 25,016 | $ | 59 | $ | 2,496 | ||||||||
Roche | PEGASYS® and MIRCERA® | 18,382 | 7,146 | 5,131 | |||||||||||
Bayer Healthcare LLC | BAY41-6551 (Amikacin Inhale) | 15,293 | 2,971 | 2,992 | |||||||||||
Affymax, Inc. | OMONTYS® | 7,149 | 2,829 | 3,838 | |||||||||||
Amgen, Inc. | Neulasta® | 5,035 | 5,000 | 5,000 | |||||||||||
Baxter Healthcare | BAX 855 (Hemophilia) | 1,702 | 6,238 | 5,646 | |||||||||||
Other | 8,295 | 5,884 | 11,186 | ||||||||||||
License, collaboration and other revenue | $ | 80,872 | $ | 30,127 | $ | 36,289 | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Stock-Based Compensation Expense | ' | ||||||||||||||||
Stock-based compensation expense was recognized as follows (in thousands): | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of goods sold | $ | 1,297 | $ | 1,496 | $ | 1,266 | |||||||||||
Research and development | 7,910 | 7,082 | 7,944 | ||||||||||||||
General and administrative | 8,501 | 7,621 | 9,675 | ||||||||||||||
Total stock-based compensation | $ | 17,708 | $ | 16,199 | $ | 18,885 | |||||||||||
Black-Scholes Option-Pricing Model Assumptions Used to Calculate Fair Value of Employee Stock Options | ' | ||||||||||||||||
The following tables list the Black-Scholes option-pricing model assumptions used to calculate the fair value of employee and director stock options. Stock-based compensation resulting from our ESPP was not material in the years ended December 31, 2013, 2012, and 2011. | |||||||||||||||||
Year Ended | Year Ended | Year Ended | |||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2011 | |||||||||||||||
Average risk-free interest rate | 0.9 | % | 0.9 | % | 1.6 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Average volatility factor | 61.2 | % | 62.2 | % | 63.8 | % | |||||||||||
Average weighted average expected life | 5.2 years | 5.0 years | 4.9 years | ||||||||||||||
Stock Option Activity Under Equity Incentive Plans | ' | ||||||||||||||||
The table below presents a summary of stock option activity under our equity incentive plans (in thousands, except for price per share and contractual life information): | |||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of | Average | Average | Intrinsic | ||||||||||||||
Shares | Exercise | Remaining | Value(1) | ||||||||||||||
Price | Contractual | ||||||||||||||||
per Share | Life (in Years) | ||||||||||||||||
Outstanding at December 31, 2012 | 18,996 | $ | 9.03 | ||||||||||||||
Options granted | 3,470 | 9.42 | |||||||||||||||
Options exercised | (1,047 | ) | 7.07 | ||||||||||||||
Options forfeited & canceled | (764 | ) | 12.76 | ||||||||||||||
Outstanding at December 31, 2013 | 20,655 | $ | 9.06 | 4.35 | $ | 56,269 | |||||||||||
Vested and expected to vest at December 31, 2013 | 20,357 | $ | 9.07 | 4.31 | $ | 55,454 | |||||||||||
Exercisable at December 31, 2013 | 15,519 | $ | 9.08 | 3.64 | $ | 43,287 | |||||||||||
-1 | Aggregate intrinsic value represents the difference between the exercise price of the option and the closing market price of our common stock on December 31, 2013. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income (Loss) Before Provision for Income Taxes | ' | ||||||||||||
Income (loss) before provision for income taxes includes the following components (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | $ | (161,068 | ) | $ | (174,258 | ) | $ | (135,880 | ) | ||||
Foreign | 1,300 | 2,809 | 2,920 | ||||||||||
Loss before provision for income taxes | $ | (159,768 | ) | $ | (171,449 | ) | $ | (132,960 | ) | ||||
Provision for Income Taxes | ' | ||||||||||||
The provision for income taxes consists of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | — | $ | (137 | ) | $ | — | ||||||
State | 1 | 1 | 1 | ||||||||||
Foreign | 1,838 | 1,029 | 921 | ||||||||||
Total Current | 1,839 | 893 | 922 | ||||||||||
Deferred: | |||||||||||||
Federal | 422 | (422 | ) | — | |||||||||
State | 49 | (49 | ) | — | |||||||||
Foreign | (65 | ) | (16 | ) | 96 | ||||||||
Total Deferred | 406 | (487 | ) | 96 | |||||||||
Provision for income taxes | $ | 2,245 | $ | 406 | $ | 1,018 | |||||||
Income Tax Provision Related to Continuing Operations | ' | ||||||||||||
Income tax provision related to continuing operations differs from the amount computed by applying the statutory income tax rate of 35% to pretax loss as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. federal provision (benefit) | |||||||||||||
At statutory rate | $ | (55,919 | ) | $ | (60,007 | ) | $ | (46,536 | ) | ||||
State taxes | 50 | (48 | ) | 1 | |||||||||
Change in valuation allowance | 55,042 | 47,349 | 48,959 | ||||||||||
Foreign tax inclusion | — | 6,510 | — | ||||||||||
Non-cash interest expense on liability related to sale of future royalties | 7,808 | 6,320 | — | ||||||||||
Foreign tax differential | (20 | ) | (227 | ) | (129 | ) | |||||||
Research credits | (6,273 | ) | (591 | ) | (893 | ) | |||||||
Other | 1,557 | 1,100 | (384 | ) | |||||||||
Provision for income taxes | $ | 2,245 | $ | 406 | $ | 1,018 | |||||||
Significant Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||
Significant components of our deferred tax assets for federal and state income taxes are as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 391,385 | $ | 351,354 | |||||||||
Research and other credits | 61,707 | 52,769 | |||||||||||
Deferred revenue | 35,588 | 39,521 | |||||||||||
Sale of future royalties | 28,057 | 39,750 | |||||||||||
Stock-based compensation | 25,962 | 23,746 | |||||||||||
Capitalized research expenses | 17,687 | 7,192 | |||||||||||
Reserves and accruals | 14,685 | 8,776 | |||||||||||
Property and equipment | 8,580 | 8,482 | |||||||||||
Other | 2,539 | 2,773 | |||||||||||
Deferred tax assets before valuation allowance | 586,190 | 534,363 | |||||||||||
Valuation allowance for deferred tax assets | (586,040 | ) | (534,268 | ) | |||||||||
Total deferred tax assets | 150 | 95 | |||||||||||
Total deferred tax liabilities | — | — | |||||||||||
Net deferred tax assets | $ | 150 | $ | 95 | |||||||||
Unrecognized Tax Benefits | ' | ||||||||||||
We have the following activity relating to unrecognized tax benefits (in thousands): | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning balance | $ | 14,067 | $ | 13,576 | $ | 13,058 | |||||||
Tax positions related to current year | |||||||||||||
Additions: | |||||||||||||
Federal | 477 | 289 | 297 | ||||||||||
State | 381 | 302 | 221 | ||||||||||
Reductions | — | — | — | ||||||||||
Tax positions related to prior year | |||||||||||||
Additions: | |||||||||||||
Federal | 636 | 37 | — | ||||||||||
State | — | — | — | ||||||||||
Foreign | 802 | — | — | ||||||||||
Reductions | — | — | — | ||||||||||
Settlements | — | — | — | ||||||||||
Lapses in statute of limitations | — | (137 | ) | — | |||||||||
Ending balance | $ | 16,363 | $ | 14,067 | $ | 13,576 | |||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Revenue by Geographic Area | ' | ||||||||||||
Revenue by geographic area is based on the locations of our partners. The following table sets forth revenue by geographic area (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $ | 42,535 | $ | 34,591 | $ | 37,896 | |||||||
Europe | 106,386 | 46,600 | 33,584 | ||||||||||
Total revenue | $ | 148,921 | $ | 81,191 | $ | 71,480 | |||||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Quarterly Financial Data | ' | ||||||||||||||||||||||||||||||||
The following table sets forth certain unaudited quarterly financial data. In our opinion, the unaudited information set forth below has been prepared on the same basis as the audited information and includes all adjustments necessary to present fairly the information set forth herein. All data is in thousands except per share information. | |||||||||||||||||||||||||||||||||
Fiscal Year 2013 | Fiscal Year 2012 | ||||||||||||||||||||||||||||||||
Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | ||||||||||||||||||||||||||
Product sales | $ | 11,810 | $ | 10,324 | $ | 14,672 | $ | 8,040 | $ | 6,945 | $ | 9,694 | $ | 8,355 | $ | 10,405 | |||||||||||||||||
Total revenue | $ | 23,004 | $ | 33,862 | $ | 60,909 | $ | 31,146 | $ | 17,949 | $ | 23,684 | $ | 18,412 | $ | 21,146 | |||||||||||||||||
Cost of goods sold | $ | 11,661 | $ | 5,011 | $ | 12,877 | $ | 8,960 | $ | 8,707 | $ | 7,203 | $ | 7,228 | $ | 7,290 | |||||||||||||||||
Research and development expenses | $ | 45,618 | $ | 52,230 | $ | 43,914 | $ | 48,248 | $ | 35,085 | $ | 33,201 | $ | 34,016 | $ | 46,373 | |||||||||||||||||
Operating loss | $ | (45,106 | ) | $ | (32,605 | ) | $ | (6,525 | ) | $ | (35,894 | ) | $ | (37,932 | ) | $ | (26,988 | ) | $ | (32,900 | ) | $ | (43,381 | ) | |||||||||
Net loss | $ | (55,063 | ) | $ | (42,748 | ) | $ | (16,543 | ) | $ | (47,659 | ) | $ | (41,097 | ) | $ | (34,285 | ) | $ | (43,547 | ) | $ | (52,926 | ) | |||||||||
Basic and diluted net loss per share(1) | $ | (0.48 | ) | $ | (0.37 | ) | $ | (0.14 | ) | $ | (0.41 | ) | $ | (0.36 | ) | $ | (0.30 | ) | $ | (0.38 | ) | $ | (0.46 | ) | |||||||||
-1 | Quarterly loss per share amounts may not total to the year-to-date loss per share due to rounding. |
Organization_and_Summary_of_Si3
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 11, 2012 | |
Reporting_Unit | Customer | |||
Customer | ||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Cash, cash equivalents and investments in marketable securities | $262,000,000 | ' | ' | ' |
Indebtedness | 160,800,000 | ' | ' | ' |
Senior secured notes, issued | 125,000,000 | 125,000,000 | ' | ' |
Senior Secured Notes, interest rate | 12.00% | ' | ' | ' |
Restricted Cash | 25,000,000 | 25,000,000 | ' | 25,000,000 |
Maximum maturity term of investments in marketable securities to be considered as cash equivalents | 'Three months | ' | ' | ' |
Maturity term of investments considered as short-term | 'Less than one year | ' | ' | ' |
Number of customers accounted for major accounts receivable | 3 | 4 | ' | ' |
Percentage of accounts receivable customers one | 30.00% | 38.00% | ' | ' |
Percentage of accounts receivable customers two | 28.00% | 27.00% | ' | ' |
Percentage of accounts receivable customers three | 28.00% | 14.00% | ' | ' |
Percentage of accounts receivable customers four | ' | 11.00% | ' | ' |
Number of reporting unit evaluated for goodwill | 1 | ' | ' | ' |
Impairment charges related to goodwill | 0 | 0 | 0 | ' |
Minimum percentage of amount realized upon ultimate settlement | 50.00% | ' | ' | ' |
12% Senior Secured Notes Due July 2017 [Member] | ' | ' | ' | ' |
Organization And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Senior Secured Notes, interest rate | 12.00% | ' | ' | ' |
Maturity date of senior secured notes | 15-Jul-17 | ' | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Organization And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Property and equipment estimated useful lives | '3 | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Organization And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Contingent payment related to royalty obligation | $7,000,000 | ' | ' | ' |
Property and equipment estimated useful lives | '7 | ' | ' | ' |
Organization_and_Summary_of_Si4
Organization and Summary of Significant Accounting Policies - Weighted Average Securities Excluded from Diluted Net Loss Per Share (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Weighted average diluted securities excluded from diluted net loss per share | 12,959 | 13,970 | 21,327 |
Stock Options [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Weighted average diluted securities excluded from diluted net loss per share | 12,959 | 13,970 | 11,338 |
Convertible Subordinated Notes [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Weighted average diluted securities excluded from diluted net loss per share | ' | ' | 9,989 |
Cash_Cash_Equivalents_and_Avai
Cash, Cash Equivalents, and Available-For-Sale Investments - Cash and Investments in Marketable Securities, Including Cash Equivalents and Restricted Cash (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 11, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | |||||
Cash Cash Equivalents And Available For Sale Investments [Abstract] | ' | ' | ' | ' | ' |
Cash and cash equivalents | $39,067 | $25,437 | ' | $15,312 | $17,755 |
Short-term investments | 197,959 | 251,757 | ' | ' | ' |
Restricted Cash | 25,000 | 25,000 | 25,000 | ' | ' |
Total cash and investments in marketable securities | $262,026 | $302,194 | ' | ' | ' |
Cash_Cash_Equivalents_and_Avai1
Cash, Cash Equivalents, and Available-For-Sale Investments - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 11, 2012 | |
Cash Cash Equivalents And Available For Sale Investments [Abstract] | ' | ' | ' | ' |
Maximum maturity term for debt securities investment | 'Two years or less | ' | ' | ' |
Weighted average maturity term for debt securities investment | 'One year or less | ' | ' | ' |
Available-for-sale securities, sold | $2,900,000 | $5,400,000 | $210,100,000 | ' |
Restricted Cash | 25,000,000 | 25,000,000 | ' | 25,000,000 |
Senior Secured Notes, interest rate | 12.00% | ' | ' | ' |
Senior Secured Notes, maturity date | '2017-07 | ' | ' | ' |
Level 1 to level 2 transfers | 0 | 0 | ' | ' |
Level 2 to level 1 transfers | 0 | 0 | ' | ' |
Letter of credit | $2,400,000 | $2,400,000 | ' | ' |
Cash_Cash_Equivalents_and_Avai2
Cash, Cash Equivalents, and Available-For-Sale Investments - Portfolio of Cash and Investments in Marketable Securities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments | $197,959 | $252,760 |
Cash, including restricted cash | 37,614 | 26,947 |
Total cash and investments in marketable securities | 262,026 | 302,194 |
Corporate Notes and Bonds [Member] | Fair Value Hierarchy Level 2 [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments | 138,515 | 241,158 |
U.S. Corporate Commercial Paper [Member] | Fair Value Hierarchy Level 2 [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments | 59,444 | 3,990 |
Obligations of U.S. Government Agencies [Member] | Fair Value Hierarchy Level 2 [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments | ' | 6,108 |
Obligations of U.S. States and Municipalities [Member] | Fair Value Hierarchy Level 2 [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Available-for-sale investments | ' | 1,504 |
Money Market Funds [Member] | Fair Value Hierarchy Level 1 [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Money market funds | $26,453 | $22,487 |
Inventory_Inventory_Detail
Inventory - Inventory (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $3,947 | $7,489 |
Work-in-process | 6,146 | 6,661 |
Finished goods | 3,359 | 4,119 |
Inventory | $13,452 | $18,269 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciable property and equipment at cost | $144,861 | $142,116 |
Less: accumulated depreciation | -84,148 | -72,666 |
Depreciable property and equipment, net | 60,713 | 69,450 |
Construction-in-progress | 6,261 | 2,765 |
Property and equipment, net | 66,974 | 72,215 |
Building and Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciable property and equipment at cost | 71,306 | 72,180 |
Laboratory Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciable property and equipment at cost | 26,621 | 27,145 |
Manufacturing Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciable property and equipment at cost | 23,699 | 20,877 |
Furniture, Fixtures and Other Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciable property and equipment at cost | $23,235 | $21,914 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | $12.60 |
Depreciation expense | 13 | 13.8 | 15 | ' |
Land and Building [Member] | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Impairment charge | ' | $1.70 | ' | ' |
Senior_Secured_Notes_Additiona
Senior Secured Notes - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 11, 2012 | Jul. 31, 2012 | Jul. 11, 2012 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
12% Senior Secured Notes Due July 2017 [Member] | 12% Senior Secured Notes Due July 2017 [Member] | Convertible Subordinated Notes [Member] | 12% Senior Secured Notes Due July 2017 [Member] | Jul 1, 2015 through June 30, 2017 [Member] | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured notes, issued | $125,000,000 | $125,000,000 | ' | ' | $125,000,000 | ' | ' | ' |
Maturity date of senior secured notes | ' | ' | ' | 15-Jul-17 | ' | ' | 15-Jul-17 | ' |
Retirement of convertible subordinated notes | ' | ' | ' | ' | ' | 42,500,000 | ' | ' |
Interest rate | 12.00% | ' | ' | ' | 12.00% | ' | 12.00% | ' |
Issuance costs | ' | ' | ' | 4,500,000 | ' | ' | ' | ' |
Convertible subordinated notes remaining | ' | ' | 172,400,000 | ' | ' | ' | ' | ' |
Maturity date of convertible subordinated notes | 28-Sep-12 | ' | ' | ' | ' | ' | ' | ' |
Restricted Cash | 25,000,000 | 25,000,000 | 25,000,000 | ' | ' | ' | ' | ' |
Minimum Cash Requirement (Jul 1, 2015 through June 30, 2017) | ' | ' | ' | ' | ' | ' | ' | 25,000,000 |
Percentage of repurchase of notes on principal amount of notes | 101.00% | ' | ' | ' | ' | ' | ' | ' |
Percentage of repurchase of notes on principal amount of notes | 100.00% | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Notes carrying amount | ' | ' | ' | ' | ' | ' | $125,000,000 | ' |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 28, 2011 | Sep. 30, 2009 |
sqft | Pfizer, Inc. [Member] | |||||
sqft | ||||||
Leases [Line Items] | ' | ' | ' | ' | ' | ' |
Percentage ceiling on rent increases, annually, capital lease | 3.00% | ' | ' | ' | ' | ' |
San Carlos facility capital leases, termination date | 5-Oct-16 | ' | ' | ' | ' | ' |
Impairment charge | ' | ' | ' | $12.60 | ' | ' |
Net book value of assets | 1 | 1.4 | ' | ' | ' | ' |
Book value of assets, gross | 2.3 | 2.3 | ' | ' | ' | ' |
Future minimum rental receipts under the San Carlos facility subleases | 7.4 | ' | ' | ' | ' | ' |
Operating sublease | ' | ' | ' | ' | ' | 102,283 |
Operating Sublease term commenced start date | 'August 2010 | ' | ' | ' | ' | ' |
Operating Sublease term commenced period | '114 months | ' | ' | ' | ' | ' |
Operating Sublease term commenced end date | 'January 31, 2020 | ' | ' | ' | ' | ' |
Additional area included in operating sublease due to expansion of Mission Bay Facility | ' | ' | ' | ' | 24,002 | ' |
Operating Sublease term commenced period expansion | 'December 28, 2011 | ' | ' | ' | ' | ' |
Operating Sublease term commenced end date expansion | 'January 31, 2020 | ' | ' | ' | ' | ' |
Rent expense for operating leases | $2.90 | $2.80 | $2.40 | ' | ' | ' |
Leases_Future_Minimum_Payments
Leases - Future Minimum Payments for Capital Leases (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Leases [Abstract] | ' | ' |
2014 | $5,169 | ' |
2015 | 5,280 | ' |
2016 | 4,034 | ' |
Total minimum payments required | 14,483 | ' |
Less: amount representing interest | -2,898 | ' |
Present value of future minimum lease payments | 11,585 | ' |
Less: current portion | -3,536 | ' |
Capital lease obligation, less current portion | $8,049 | $11,607 |
Leases_Future_Minimum_Lease_Pa
Leases - Future Minimum Lease Payments for Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | ' |
2014 | $2,559 |
2015 | 4,750 |
2016 | 4,892 |
2017 | 5,037 |
2018 | 5,187 |
2019 and thereafter | 5,796 |
Total future minimum lease payments | $28,221 |
Liability_Related_to_Sale_of_F2
Liability Related to Sale of Future Royalties - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 24, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Maximum [Member] | Milestone Scenario One [Member] | Milestone Scenario One [Member] | Milestone Scenario Two [Member] | Milestone Scenario Two [Member] | Purchase and Sale Agreement with RPI [Member] | MIRCERA [Member] | CIMZIA and MIRCERA [Member] | CIMZIA and MIRCERA [Member] | |||
Liability Related to Sale of Future Royalties [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of royalty rights | ' | ' | ' | ' | ' | ' | ' | $124,000,000 | ' | ' | ' |
Transaction costs related to sale of potential future royalties | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | ' | ' |
Increase in non-cash royalty revenue in 2013 based on estimates of net sales | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash royalties from net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,100,000 | 10,800,000 |
Annual interest rate | 17.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment made for milestone not achieved year one | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' |
Potential payments milestone not achieved year two | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' |
Royalty agreement contingent payment description | ' | ' | ' | ' | 'Because worldwide net sales of MIRCERAfor the 12 month period ended December 31, 2012 did not reach a required threshold. | ' | 'If the specified worldwide net sales threshold of MIRCERAfor the 12 month period ended December 31, 2013 is not achieved. | ' | ' | ' | ' |
Contingent payment related to royalty obligation | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other current liabilities | $14,123,000 | $9,414,000 | ' | ' | ' | ' | ' | ' | $7,000,000 | ' | ' |
Liability_Related_to_Sale_of_F3
Liability Related to Sale of Future Royalties - Summary of Liability Related to Potential Future Royalties (Detail) (USD $) | 12 Months Ended | 22 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
Other Liabilities Disclosure [Abstract] | ' | ' | ' |
Liability related to sale of future royalties-beginning balance | $131,266 | ' | ' |
Proceeds from sale of future royalties | ' | ' | 124,000 |
Non-cash interest expense recognized | 22,309 | ' | 40,366 |
Non-cash CIMZIAB.and MIRCERAB.royalty revenue | -22,055 | -10,791 | -32,846 |
Payments from Nektar to RPI | -3,000 | ' | -3,000 |
Total liability related to sale of future royalties as of December 31, 2013 | 128,520 | ' | 128,520 |
Less: current portion | -7,000 | -3,000 | -7,000 |
Liability related to sale of future royalties, less current portion | $121,520 | $128,266 | $121,520 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Royalty expense | $4,100,000 | $2,900,000 | $1,800,000 |
Purchase commitments related to contract manufacturing, clinical development and certain other items | 12,600,000 | ' | ' |
Litigation settlement payment description | 'August 1, 2007, between us (and our subsidiaries) and Bayer Healthcare LLC, as amended, related to the inhaled amikacin program in exchange for (i) a $5.0 million payment due on April 1, 2014; (ii) a $5.0 million payment due on January 1, 2015, (iii) a series of four $500,000 payments each due on April 1, 2014, January 1, 2015, January 1, 2016, and January 1, 2017, respectively; and (iv) certain other terms and conditions. | ' | ' |
Total litigation settlement payments | 12,000,000 | ' | ' |
Discount rate | 8.00% | ' | ' |
Securities Related Claims [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Obligations under Director and Officer Indemnifications per incident | 1,000,000 | ' | ' |
Non-securities Related Claims [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Obligations under Director and Officer Indemnifications per incident | 500,000 | ' | ' |
Indemnification Agreement [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Indemnification Obligations, liabilities | 0 | 0 | ' |
Research and development expense [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Present value of settlement payments | 11,300,000 | ' | ' |
Other Current Liabilities [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Current portion of settlement liability | 5,500,000 | ' | ' |
April 1, 2014 [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Settlement installment payment due | 5,000,000 | ' | ' |
Settlement installment series payment due | 500,000 | ' | ' |
January 1, 2015 [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Settlement installment payment due | 5,000,000 | ' | ' |
Settlement installment series payment due | 500,000 | ' | ' |
January 1, 2016 [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Settlement installment series payment due | 500,000 | ' | ' |
January 1, 2017 [Member] | ' | ' | ' |
Contingencies And Commitments [Line Items] | ' | ' | ' |
Settlement installment series payment due | $500,000 | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2011 | Dec. 31, 2013 | Jan. 24, 2011 | Jan. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
2012 Performance Incentive Plan [Member] | 2012 Performance Incentive Plan [Member] | 2012 Performance Incentive Plan [Member] | Restricted Stock Units [Member] | Employee Stock Purchase Plan [Member] | 2000 Non-Officer Equity Incentive Plan [Member] | Common Shares [Member] | Common Shares [Member] | Common Shares [Member] | Common Shares [Member] | Common Shares [Member] | Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
Employee [Member] | Director [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||||||||||||||
Changes In Equity And Comprehensive Income Line Items [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' |
Preferred stock, shares designated | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 3,100,000 |
Preferred stock, shares issued | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares outstanding | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 116,494,000 | 115,259,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | 9,775,000 | ' | ' | ' | ' | ' |
Proceeds from sale of common stock | ' | ' | $219,783,000 | ' | ' | ' | ' | ' | ' | $220,400,000 | ' | ' | $117,200,000 | $117,200,000 | ' | ' | ' | ' |
Legal, accounting fees, filing fees and other offering expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | 600,000 | 600,000 | ' | ' | ' | ' |
Common stock, shares reserved for issuance in equity compensation plans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,609,480 | ' | ' | ' | ' | ' | ' | ' |
Additional new shares available for award grants | ' | ' | ' | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service period for stock options granted | ' | ' | ' | ' | '4 years | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock shares available for stock options grants | ' | ' | ' | 10,347,140 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation plan's share limit reduction for every one restricted stock unit granted | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum term of stock options under equity incentive plans | ' | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum term of stock options under equity incentive plans | ' | ' | ' | ' | ' | ' | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Units outstanding | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RSU awards par value | $0.00 | $0.00 | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units award depletion ratio | '1:1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of purchase price of stock | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum 401(k) per employee, percentage of annual salary | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Matching 401(k) employer contribution, maximum amount | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense in connection with 401(k) retirement plan | $1,000,000 | $900,000 | $900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance payment period for executives | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Severance payment period for employees | '6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash severance payment for chief executive officer | '24 months base salary plus annual target incentive pay | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Summarizat
Stockholders' Equity - Summarization of Common Stock Shares for Issuance Under Existing Equity Compensation Plans (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Securities to be Issued Upon Exercise of Outstanding Options | 20,655 |
Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column) | 7,954 |
Weighted-Average Exercise Price of Outstanding Options | $9.06 |
Equity Compensation Plans Approved by Security Holders [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Securities to be Issued Upon Exercise of Outstanding Options | 14,936 |
Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column) | 7,954 |
Weighted-Average Exercise Price of Outstanding Options | $8.76 |
Equity Compensation Plans Not Approved by Security Holders [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Securities to be Issued Upon Exercise of Outstanding Options | 5,719 |
Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column) | ' |
Weighted-Average Exercise Price of Outstanding Options | $9.84 |
License_and_Collaboration_Agre2
License and Collaboration Agreements - License, Collaboration and Other Revenue (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | $80,872 | $30,127 | $36,289 |
AstraZeneca AB [Member] | Naloxegol (NKTR-118) and Naloxegol Fixed-dose Combination Program (NKTR-119) [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | 25,016 | 59 | 2,496 |
Roche [Member] | PEGASYS and MIRCERA [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | 18,382 | 7,146 | 5,131 |
Bayer Healthcare LLC [Member] | BAY41-6551 (Amikacin Inhale) [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | 15,293 | 2,971 | 2,992 |
Affymax, Inc. [Member] | OMONTYS [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | 7,149 | 2,829 | 3,838 |
Amgen, Inc. [Member] | Neulasta [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | 5,035 | 5,000 | 5,000 |
Baxter Healthcare [Member] | BAX 855 (Hemophilia) [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | 1,702 | 6,238 | 5,646 |
Other [Member] | ' | ' | ' |
License And Collaboration Agreements [Line Items] | ' | ' | ' |
License, collaboration and other revenue | $8,295 | $5,884 | $11,186 |
License_and_Collaboration_Agre3
License and Collaboration Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Sep. 25, 2013 | Dec. 31, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Sep. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2009 | Sep. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 29, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2007 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2007 | Dec. 31, 2007 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Naloxegol [Member] | Naloxegol [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | AstraZeneca AB [Member] | Roche [Member] | Roche [Member] | Roche [Member] | Roche [Member] | Roche [Member] | Roche [Member] | Roche [Member] | Bayer Healthcare LLC [Member] | Bayer Healthcare LLC [Member] | Bayer Healthcare LLC [Member] | Bayer Healthcare LLC [Member] | Bayer Healthcare LLC [Member] | Affymax, Inc. [Member] | Amgen, Inc. [Member] | Amgen, Inc. [Member] | Baxter Healthcare [Member] | Baxter Healthcare [Member] | Other Member [Member] | ||
US and EU Commercial Launch [Member] | January 15, 2015 [Member] | Second Installment [Member] | January 15, 2017 [Member] | January 15, 2018 [Member] | FDA Acceptance [Member] | Naloxegol (NKTR-118) and Naloxegol Fixed-dose Combination Program (NKTR-119) [Member] | Naloxegol [Member] | Naloxegol [Member] | Naloxegol [Member] | Naloxegol Fixed-dose Combination Program [Member] | License Extension Option [Member] | MIRCERA [Member] | MIRCERA [Member] | MIRCERA [Member] | MIRCERA [Member] | PEGASYS [Member] | PEGASYS and MIRCERA [Member] | Performance-based Milestone Payments [Member] | Upfront Payment Arrangement [Member] | OMONTYS [Member] | BAX 855 (Hemophilia) [Member] | BAX 855 (Hemophilia) [Member] | ||||||||||
Upfront Payment Arrangement [Member] | Pre-approval Cardiovascular Safety Study Not Required [Member] | Performance-based Milestone Payments [Member] | Upfront Payment Arrangement [Member] | Upfront Payment Arrangement [Member] | ||||||||||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential future additional payments for development milestones | $144.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50 | ' | ' | ' | ' | ' | $28 | ' | $66.30 |
Received upfront and milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125 | ' | ' | ' | ' | 31 | ' | ' | 22 | 5 | ' | ' | ' | ' | ' | 20 | 40 | ' | 50 | ' | ' | 4 | ' |
Contingent payments receivable based on development events regulatory to be pursued and completed solely by others | ' | ' | 140 | ' | ' | ' | ' | ' | 70 | ' | ' | 175 | 35 | 75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development milestones achieved | ' | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent repayments of payment received | ' | ' | ' | 70 | 10 | 10 | 20 | 30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest rate | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction on non-U.S. royalty for repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential reduction in US royalty rate for repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum potential reduction in royalties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16.1 | 16.1 | ' | ' | 10.3 | 6.9 | ' | ' | 22.5 | ' | ' | ' | ' | 34.2 | ' | ' | ' |
Expected consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration received for product delivered in 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance milestone payments recorded as a liability to Bayer | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.70 | ' | ' | ' | ' | ' |
StockBased_Compensation_StockB
Stock-Based Compensation - Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | $17,708 | $16,199 | $18,885 |
Cost of Goods Sold [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | 1,297 | 1,496 | 1,266 |
Research and Development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | 7,910 | 7,082 | 7,944 |
General and Administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total stock-based compensation | $8,501 | $7,621 | $9,675 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Total unrecognized compensation costs | $23.40 | ' | ' |
Recognized over a weighted-average period | '1 year 8 months 12 days | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Dividend yield | ' | 0.00% | ' |
Weighted-average grant-date fair value | $4.95 | 3.92 | 5.22 |
Total intrinsic value of options exercised | 4.5 | 1.9 | 3.7 |
Estimated fair value of options vested | $14.10 | 15.7 | 18.1 |
Restricted Stock Units [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Restricted stock unit awards outstanding | 0 | 120,580 | 136,080 |
Restricted stock unit awards granted | 0 | 0 | 0 |
StockBased_Compensation_BlackS
Stock-Based Compensation - Black-Scholes Option-Pricing Model Assumptions Used to Calculate Fair Value of Employee Stock Options (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Average risk-free interest rate | 0.90% | 0.90% | 1.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Average volatility factor | 61.20% | 62.20% | 63.80% |
Average weighted average expected life | '5 years 2 months 12 days | '5 years | '4 years 10 months 24 days |
StockBased_Compensation_Stock_
Stock-Based Compensation - Stock Option Activity Under Equity Incentive Plans (Detail) (Stock Options [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Stock Options [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Number of Shares, Outstanding, Beginning balance | 18,996 |
Number of Shares, Options granted | 3,470 |
Number of Shares, Options exercised | -1,047 |
Number of Shares, Options forfeited and canceled | -764 |
Number of Shares, Outstanding, Ending balance | 20,655 |
Number of Shares, Vested and Expected to Vest | 20,357 |
Number of Shares, Exercisable | 15,519 |
Weighted-Average Exercise Price per Share, Outstanding, Beginning balance | $9.03 |
Weighted-Average Exercise Price per Share, Options granted | $9.42 |
Weighted-Average Exercise Price per Share, Options exercised | $7.07 |
Weighted-Average Exercise Price per Share, Options forfeited and Canceled | $12.76 |
Weighted-Average Exercise Price per Share, Outstanding, Ending balance | $9.06 |
Weighted-Average Exercise Price per Share, Vested and expected to vest | $9.07 |
Weighted-Average Exercise Price per Share, Exercisable | $9.08 |
Weighted-Average Remaining Contractual Life, Outstanding | '4 years 4 months 6 days |
Weighted-Average Remaining Contractual Life, Vested and expected to Vest | '4 years 3 months 22 days |
Weighted-Average Remaining Contractual Life, Exercisable | '3 years 7 months 21 days |
Aggregate Intrinsic Value, Outstanding | $56,269 |
Aggregate Intrinsic Value, Vested and expected to Vest | 55,454 |
Aggregate Intrinsic Value, Exercisable | $43,287 |
Income_Taxes_Income_Loss_Befor
Income Taxes - Income (Loss) Before Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | ($161,068) | ($174,258) | ($135,880) |
Foreign | 1,300 | 2,809 | 2,920 |
Loss before provision for income taxes | ($159,768) | ($171,449) | ($132,960) |
Income_Taxes_Provision_for_Inc
Income Taxes - Provision for Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | ' | ($137) | ' |
State | 1 | 1 | 1 |
Foreign | 1,838 | 1,029 | 921 |
Total Current | 1,839 | 893 | 922 |
Deferred: | ' | ' | ' |
Federal | 422 | -422 | ' |
State | 49 | -49 | ' |
Foreign | -65 | -16 | 96 |
Total Deferred | 406 | -487 | 96 |
Provision for income taxes | $2,245 | $406 | $1,018 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | ' | ' |
Statutory income tax rate | 35.00% | ' |
Increase in valuation allowance | $51,800,000 | $43,600,000 |
Valuation allowance related to stock-based compensation and exercises prior to the implementation of ASC 515 and 718 | 35,600,000 | 35,600,000 |
Deferred U.S. income taxes | 422,000 | -422,000 |
Income taxes have not been provided on a cumulative total | 1,700,000 | ' |
Federal orphan drug credits | 17,700,000 | ' |
Federal orphan drug credits, expiration year | '2026 | ' |
Unrecognized tax benefits, period may increase or decrease due to tax examination | 'Next twelve months | ' |
Federal [Member] | ' | ' |
Income Tax Contingency [Line Items] | ' | ' |
Net operating loss carryforward for income tax | 1,029,700,000 | ' |
Net operating loss carryforward, expiration year | '2018 | ' |
Income tax research credits | 36,500,000 | ' |
Income tax research credits, expiration year | '2019 | ' |
State [Member] | ' | ' |
Income Tax Contingency [Line Items] | ' | ' |
Net operating loss carryforward for income tax | 614,600,000 | ' |
Net operating loss carryforward, expiration year | '2014 | ' |
Income tax research credits | $20,900,000 | ' |
Income_Taxes_Income_Tax_Provis
Income Taxes - Income Tax Provision Related to Continuing Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
U.S. federal provision (benefit) | ' | ' | ' |
At statutory rate | ($55,919) | ($60,007) | ($46,536) |
State taxes | 50 | -48 | 1 |
Change in valuation allowance | 55,042 | 47,349 | 48,959 |
Foreign tax inclusion | ' | 6,510 | ' |
Non-cash interest expense on liability related to sale of future royalties | 7,808 | 6,320 | ' |
Foreign tax differential | -20 | -227 | -129 |
Research credits | -6,273 | -591 | -893 |
Other | 1,557 | 1,100 | -384 |
Provision for income taxes | $2,245 | $406 | $1,018 |
Income_Taxes_Significant_Compo
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $391,385 | $351,354 |
Research and other credits | 61,707 | 52,769 |
Deferred revenue | 35,588 | 39,521 |
Sale of future royalties | 28,057 | 39,750 |
Stock-based compensation | 25,962 | 23,746 |
Capitalized research expenses | 17,687 | 7,192 |
Reserves and accruals | 14,685 | 8,776 |
Property and equipment | 8,580 | 8,482 |
Other | 2,539 | 2,773 |
Deferred tax assets before valuation allowance | 586,190 | 534,363 |
Valuation allowance for deferred tax assets | -586,040 | -534,268 |
Total deferred tax assets | 150 | 95 |
Total deferred tax liabilities | ' | ' |
Net deferred tax assets | $150 | $95 |
Income_Taxes_Unrecognized_Tax_
Income Taxes - Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Beginning balance | $14,067 | $13,576 | $13,058 |
Reductions | ' | ' | ' |
Reductions | ' | ' | ' |
Settlements | ' | ' | ' |
Lapses in statute of limitations | ' | -137 | ' |
Ending balance | 16,363 | 14,067 | 13,576 |
Federal [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Tax positions related to current year, Additions | 477 | 289 | 297 |
Tax positions related to prior year, Additions | 636 | 37 | ' |
State [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Tax positions related to current year, Additions | 381 | 302 | 221 |
Foreign [Member] | ' | ' | ' |
Income Tax Contingency [Line Items] | ' | ' | ' |
Tax positions related to prior year, Additions | $802 | ' | ' |
Segment_Reporting_Additional_I
Segment Reporting - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | Roche [Member] | UCB [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | Revenue [Member] | United States [Member] | United States [Member] | India [Member] | India [Member] | ||
Roche [Member] | Roche [Member] | UCB [Member] | UCB [Member] | AstraZeneca [Member] | Bayer [Member] | Affymax, Inc. [Member] | |||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating business segment | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of components within business segment | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage revenue from clients | ' | ' | 16.00% | 27.00% | 28.00% | 23.00% | 21.00% | 30.00% | 17.00% | 10.00% | 11.00% | ' | ' | ' | ' |
Property and equipment, net | $66,974 | $72,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $57,300 | $62,500 | $7,700 | $9,700 |
Percentage of net book value of property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.00% | 87.00% | 12.00% | 13.00% |
Segment_Reporting_Revenue_by_G
Segment Reporting - Revenue by Geographic Area (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $31,146 | $60,909 | $33,862 | $23,004 | $21,146 | $18,412 | $23,684 | $17,949 | $148,921 | $81,191 | $71,480 |
Reportable Geographical Components [Member] | United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 42,535 | 34,591 | 37,896 |
Reportable Geographical Components [Member] | European [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue by geographic area | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | $106,386 | $46,600 | $33,584 |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 1 Months Ended | ||||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2011 | Jan. 24, 2011 | Jan. 28, 2014 | Jan. 31, 2014 | |
Common Shares [Member] | Common Shares [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Common Shares [Member] | Common Shares [Member] | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | 116,494,000 | 115,259,000 | ' | 19,000,000 | 9,775,000 | ' |
Proceeds from sale of common stock | $219,783,000 | ' | ' | $220,400,000 | ' | $117,200,000 | $117,200,000 |
Legal, accounting fees, filing fees and other offering expenses | ' | ' | ' | $600,000 | ' | $600,000 | $600,000 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data - Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales | $8,040 | $14,672 | $10,324 | $11,810 | $10,405 | $8,355 | $9,694 | $6,945 | $44,846 | $35,399 | $24,864 |
Total revenue | 31,146 | 60,909 | 33,862 | 23,004 | 21,146 | 18,412 | 23,684 | 17,949 | 148,921 | 81,191 | 71,480 |
Cost of goods sold | 8,960 | 12,877 | 5,011 | 11,661 | 7,290 | 7,228 | 7,203 | 8,707 | 38,509 | 30,428 | 21,891 |
Research and development expenses | 48,248 | 43,914 | 52,230 | 45,618 | 46,373 | 34,016 | 33,201 | 35,085 | 190,010 | 148,675 | 126,766 |
Operating loss | -35,894 | -6,525 | -32,605 | -45,106 | -43,381 | -32,900 | -26,988 | -37,932 | -120,130 | -141,201 | -123,937 |
Net loss | ($47,659) | ($16,543) | ($42,748) | ($55,063) | ($52,926) | ($43,547) | ($34,285) | ($41,097) | ($162,013) | ($171,855) | ($133,978) |
Basic and diluted net loss per share | ($0.41) | ($0.14) | ($0.37) | ($0.48) | ($0.46) | ($0.38) | ($0.30) | ($0.36) | ($1.40) | ($1.50) | ($1.19) |