Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Jan. 31, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FGEN | ||
Entity Registrant Name | FIBROGEN INC | ||
Entity Central Index Key | 921,299 | ||
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 | 82,666,979 | ||
Entity Public Float | $ 1,674.4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 673,658 | $ 173,782 |
Short-term investments | 62,060 | 79,397 |
Accounts receivable ($4,004 and $4,102 from a related party) | 8,452 | 10,448 |
Prepaid expenses and other current assets | 4,800 | 2,889 |
Total current assets | 748,970 | 266,516 |
Restricted time deposits | 5,181 | 6,217 |
Long-term investments | 10,506 | 71,010 |
Property and equipment, net | 129,476 | 123,657 |
Other assets | 4,517 | 2,152 |
Total assets | 898,650 | 469,552 |
Current liabilities: | ||
Accounts payable | 5,509 | 6,223 |
Accrued liabilities ($272 and $1,615 to a related party) | 63,781 | 50,914 |
Deferred revenue | 7,968 | 7,988 |
Total current liabilities | 77,258 | 65,125 |
Long-term portion of lease financing obligations | 97,763 | 97,352 |
Product development obligations | 17,244 | 14,854 |
Deferred rent | 3,657 | 4,212 |
Deferred revenue, net of current | 112,231 | 106,709 |
Other long-term liabilities | 8,047 | 6,191 |
Total liabilities | 316,200 | 294,443 |
Commitments and Contingencies (Note 8) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 125,000 shares authorized at December 31, 2017 and December 31, 2016; no shares issued and outstanding at December 31, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.01 par value; 225,000 shares authorized at December 31, 2017 and December 31, 2016; 82,498 and 63,665 shares issued and outstanding at December 31, 2017 and December 31, 2016 | 825 | 637 |
Additional paid-in capital | 1,160,094 | 625,903 |
Accumulated other comprehensive loss | (1,795) | (960) |
Accumulated deficit | (595,945) | (469,742) |
Total stockholders’ equity | 563,179 | 155,838 |
Non-controlling interests | 19,271 | 19,271 |
Total equity | 582,450 | 175,109 |
Total liabilities, stockholders’ equity and non-controlling interests | $ 898,650 | $ 469,552 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable from related party | $ 4,004 | $ 4,102 |
Accrued liabilities to related party | $ 272 | $ 1,615 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 125,000,000 | 125,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 225,000,000 | 225,000,000 |
Common stock, shares issued | 82,498,000 | 63,665,000 |
Common stock, shares outstanding | 82,498,000 | 63,665,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
License and milestone revenue (includes $15,307, $24,421 and $18,701 from a related party) | $ 96,056 | $ 137,352 | $ 148,093 |
Collaboration services and other revenue (includes $1,578, $1,357 and $2,895 from a related party) | 29,612 | 42,225 | 32,735 |
Total revenue | 125,668 | 179,577 | 180,828 |
Operating expenses: | |||
Research and development | 196,517 | 187,206 | 214,089 |
General and administrative | 51,760 | 46,025 | 44,364 |
Total operating expenses | 248,277 | 233,231 | 258,453 |
Loss from operations | (122,609) | (53,654) | (77,625) |
Interest and other, net | |||
Interest expense | (9,706) | (10,725) | (11,033) |
Interest income and other, net | 6,433 | 2,628 | 3,121 |
Total interest and other, net | (3,273) | (8,097) | (7,912) |
Loss before income taxes | (125,882) | (61,751) | (85,537) |
Provision for (benefit from) income taxes | 321 | (71) | 242 |
Net loss | $ (126,203) | $ (61,680) | $ (85,779) |
Net loss per share - basic and diluted | $ (1.73) | $ (0.98) | $ (1.42) |
Weighted average number of common shares used to calculate net loss per share - basic and diluted | 72,987 | 62,744 | 60,337 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
License and milestone revenue from a related party | $ 96,056 | $ 137,352 | $ 148,093 |
Collaboration services and other revenue from a related party | 29,612 | 42,225 | 32,735 |
Astellas Agreement [Member] | |||
License and milestone revenue from a related party | 15,307 | 24,421 | 18,701 |
Collaboration services and other revenue from a related party | $ 1,578 | $ 1,357 | $ 2,895 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (126,203) | $ (61,680) | $ (85,779) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (2,022) | 532 | 1,662 |
Available-for-sale investments: | |||
Unrealized gain on investments, net of tax effect | 1,259 | 140 | 30 |
Reclassification from accumulated other comprehensive loss | (72) | 19 | (194) |
Net change in unrealized gain on available-for-sale investments | 1,187 | 159 | (164) |
Other comprehensive income (loss), net of taxes | (835) | 691 | 1,498 |
Comprehensive loss | $ (127,038) | $ (60,989) | $ (84,281) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Noncontrolling Interests [Member] |
Balance at Dec. 31, 2014 | $ 240,676 | $ 590 | $ 546,247 | $ (3,149) | $ (322,283) | $ 19,271 |
Balance, Shares at Dec. 31, 2014 | 59,046,296 | |||||
Net loss | (85,779) | $ 0 | 0 | 0 | (85,779) | 0 |
Change in unrealized loss on investments | (164) | 0 | 0 | (164) | 0 | 0 |
Foreign currency translation adjustments | 1,662 | 0 | 0 | 1,662 | 0 | 0 |
Shares issued from stock plans, net of payroll taxes paid | 12,707 | $ 29 | 12,678 | 0 | 0 | 0 |
Shares issued from stock plans, net of payroll taxes paid, Shares | 2,817,988 | |||||
True up of issuance costs related to initial public offering and common stock sold by FibroGen Europe | 42 | $ 0 | 42 | 0 | 0 | 0 |
Stock-based compensation | 27,681 | 0 | 27,681 | 0 | 0 | 0 |
Warrants exercised | 0 | $ 1 | (1) | 0 | 0 | 0 |
Warrants exercised, Shares | 120,795 | |||||
Balance at Dec. 31, 2015 | 196,825 | $ 620 | 586,647 | (1,651) | (408,062) | 19,271 |
Balance, Shares at Dec. 31, 2015 | 61,985,079 | |||||
Net loss | (61,680) | $ 0 | 0 | 0 | (61,680) | 0 |
Change in unrealized loss on investments | 159 | 0 | 0 | 159 | 0 | 0 |
Foreign currency translation adjustments | 532 | 0 | 0 | 532 | 0 | 0 |
Shares issued from stock plans, net of payroll taxes paid | 7,141 | $ 17 | 7,124 | 0 | 0 | 0 |
Shares issued from stock plans, net of payroll taxes paid, Shares | 1,660,759 | |||||
Stock appreciation rights settled | 0 | $ 0 | 0 | 0 | 0 | 0 |
Stock appreciation rights settled, Shares | 17,855 | |||||
Stock-based compensation | 32,132 | $ 0 | 32,132 | 0 | 0 | 0 |
Warrants exercised | 0 | $ 0 | 0 | 0 | 0 | 0 |
Warrants exercised, Shares | 1,591 | |||||
Balance at Dec. 31, 2016 | 175,109 | $ 637 | 625,903 | (960) | (469,742) | 19,271 |
Balance, Shares at Dec. 31, 2016 | 63,665,284 | |||||
Net loss | (126,203) | $ 0 | 0 | 0 | (126,203) | 0 |
Change in unrealized loss on investments | 1,187 | 0 | 0 | 1,187 | 0 | 0 |
Foreign currency translation adjustments | (2,022) | 0 | 0 | (2,022) | 0 | 0 |
Follow-on Offerings, net of underwriting discounts, commission and issuance costs | 470,226 | $ 144 | 470,082 | 0 | 0 | 0 |
Follow-on Offerings, net of underwriting discounts, commission and issuance costs, Shares | 14,428,750 | |||||
Shares issued from stock plans, net of payroll taxes paid | 26,614 | $ 44 | 26,570 | 0 | 0 | 0 |
Shares issued from stock plans, net of payroll taxes paid, Shares | 4,404,094 | |||||
Stock-based compensation | 37,539 | $ 0 | 37,539 | 0 | 0 | 0 |
Balance at Dec. 31, 2017 | $ 582,450 | $ 825 | $ 1,160,094 | $ (1,795) | $ (595,945) | $ 19,271 |
Balance, Shares at Dec. 31, 2017 | 82,498,128 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | |||
Net loss | $ (126,203) | $ (61,680) | $ (85,779) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation | 6,099 | 6,040 | 5,679 |
Amortization of premium on investments | 1,844 | 2,729 | 2,997 |
Unrealized loss (gain) on short-term investments | 2 | 0 | 0 |
Gain on disposal of property and equipment | 3 | 0 | 98 |
Stock-based compensation | 37,539 | 32,132 | 27,681 |
Tax benefit on unrealized gain on available-for-sale securities | 0 | (211) | 0 |
Realized gain on sales of available-for-sale securities | (143) | (37) | (203) |
Changes in operating assets and liabilities: | |||
Accounts receivable ($98, $353 and $578 from related party) | 1,996 | 4,957 | (1,952) |
Prepaid expenses and other current assets | (1,911) | 1,099 | 978 |
Other assets | (2,365) | (136) | (420) |
Accounts payable | (714) | (298) | 1,970 |
Accrued liabilities ($(1,343), $(430) and $(2,549) from related party) | 9,196 | 2,965 | (2,126) |
Deferred revenue | 5,502 | 16,837 | 27,654 |
Lease financing liability | 1,023 | 814 | 627 |
Other long-term liabilities | 1,619 | 1,897 | 4,225 |
Net cash provided by (used in) operating activities | (66,513) | 7,108 | (18,571) |
Investing activities | |||
Purchases of property and equipment | (8,500) | (1,252) | (1,977) |
Proceeds from sale of property and equipment | 5 | 0 | 2 |
Purchases of available-for-sale securities | (169) | (9,041) | (41,736) |
Proceeds from sales of available-for-sale securities | 21,109 | 4,298 | 15,342 |
Proceeds from maturities of available-for-sale securities | 57,421 | 12,617 | 22,501 |
Net cash provided by (used in) investing activities | 69,866 | 6,622 | (5,868) |
Financing activities | |||
Repayments of lease liability | (403) | (403) | (403) |
Proceeds from follow-on offerings, net of underwriting discounts and commission costs | 471,205 | 0 | 0 |
Cash paid for payroll taxes on restricted stock unit releases | (8,296) | (2,740) | (2,243) |
Proceeds from issuance of common stock | 34,910 | 9,881 | 14,992 |
Payments of deferred offering costs | (944) | 0 | 0 |
Net cash provided by financing activities | 496,472 | 6,738 | 12,346 |
Effect of exchange rate change on cash and cash equivalents | 51 | (10) | (38) |
Net increase (decrease) in cash and cash equivalents | 499,876 | 20,458 | (12,131) |
Total cash and cash equivalents at beginning of period | 173,782 | 153,324 | 165,455 |
Total cash and cash equivalents at end of period | 673,658 | 173,782 | 153,324 |
Supplemental cash flow information: | |||
Interest payments | 255 | 295 | 335 |
Balance in accounts payable and accrued liabilities related to purchases of property and equipment | 3,781 | 356 | 931 |
Deferred offering costs recorded in accounts payable and accrued liabilities | $ 35 | $ 0 | $ 0 |
Consolidated Statement of Cash9
Consolidated Statement of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Cash Flows [Abstract] | |||
Accounts receivable from related party | $ 98 | $ 353 | $ 578 |
Accrued liabilities from related party | $ (1,343) | $ (430) | $ (2,549) |
The Company
The Company | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. The Company FibroGen, Inc. (“FibroGen” or the “Company”) was incorporated in 1993 in Delaware and is a research-based biopharmaceutical company focused on the discovery, development and commercialization of novel therapeutics agents to treat serious unmet medical needs. The Company’s focus in the areas of fibrosis and hypoxia-inducible factor (“HIF”) biology has generated multiple programs targeting various therapeutic areas. The Company’s most advanced product candidate, roxadustat, or FG-4592, is an oral small molecule inhibitor of HIF prolyl hydroxylases (“HIF-PHs”) in Phase 3 clinical development for the treatment of anemia in chronic kidney disease (“CKD”). Pamrevlumab, or FG-3019, is the Company’s monoclonal antibody in Phase 2 clinical development for the treatment of idiopathic pulmonary fibrosis (“IPF”), pancreatic cancer, Duchenne muscular dystrophy (“DMD”) and liver fibrosis. The Company has taken a global approach with respect to the development and future commercialization of its product candidates, and this includes development and commercialization in the People’s Republic of China (“China”). The Company is capitalizing on its extensive experience in fibrosis and HIF biology and clinical development to advance a pipeline of innovative medicines for the treatment of anemia, fibrotic disease cancer, corneal blindness and other serious unmet medical needs. On April 11, 2017, the Company closed a follow-on offering of its common stock. In this offering, the Company sold 5,228,750 shares of its common stock at a public offering price of $22.95 per share. Net proceeds from this offering were $115.1 million, after deducting underwriting discounts and commissions of $4.9 million. In addition, the offering expenses were approximately $0.6 million in total. On August 24, 2017, the Company completed another follow-on offering of its common stock. In this offering, the Company sold a total of 9,200,000 shares of its common stock at a public offering price of $40.75 per share. Net proceeds from this offering were $356.2 million, after deducting underwriting discounts and commissions of $18.7 million. In addition, the offering expenses were approximately $0.4 million in total. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its majority-owned subsidiaries, FibroGen Europe and FibroGen China Anemia Holdings, Ltd. (“FibroGen China”). All inter-company transactions and balances have been eliminated in consolidation. The Company operates in one segment — the discovery, development and commercialization of novel therapeutics to treat serious unmet medical needs. Based upon the current status of, and plans for, its product development, the Company believes that its existing cash and cash equivalents and its short term and long term investments, in addition to expected milestone payments related to certain collaboration agreements, will be adequate to satisfy the Company’s capital needs through at least the next 12 months from the issuance of the consolidated financial statements. However, the process of developing and commercializing products requires significant research and development, preclinical testing and clinical trials, manufacturing arrangements as well as regulatory approvals. These costs, together with the Company’s general and administrative expenses, are expected to result in operating losses until the commercialization of the Company’s products or partner collaborations generate sufficient revenue to cover expenses. To achieve sustained profitability, the Company, alone or with others, must successfully develop its product candidates, obtain required regulatory approvals and successfully manufacture and market its products. Foreign Currency Translation The reporting currency of the Company and its subsidiaries is the United States (“U.S.”) dollar. The functional currency of FibroGen Europe is the Euro. The assets and liabilities of FibroGen Europe are translated to U.S. dollars at exchange rates in effect at the balance sheet date. All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. The functional currency of FibroGen, Inc. and all other subsidiaries is the U.S. dollar. Accordingly, monetary assets and liabilities in the non-functional currency of these subsidiaries are remeasured using exchange rates in effect at the end of the period. Revenues and costs in local currency are remeasured using average exchange rates for the period, except for costs related to those balance sheet items that are remeasured using historical exchange rates. The resulting remeasurement gains and losses are included within interest income and other, net in the consolidated statements of operations as incurred and have not been material for all periods presented. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions include valuation and recognition of revenue, estimates of accruals related to clinical trial costs, valuation allowances for deferred tax assets, and valuation and recognition of stock-based compensation. On an ongoing basis, management reviews these estimates and assumptions. Changes in facts and circumstances may alter such estimates and actual results could differ from those estimates. Concentration of Credit Risk and Other Risks and Uncertainties The Company is subject to risks associated with concentration of credit for cash and cash equivalents. A portion of cash on hand is invested in a diversified portfolio of investment grade corporate bonds issued by U.S. corporations as rated investment grade corporate bonds. Any remaining cash is deposited with major financial institutions in the U.S., Finland, China and the Cayman Islands. At times, such deposits may be in excess of insured limits. The Company has not experienced any loss on its deposits of cash and cash equivalents. Included in current assets are significant balances of accounts receivable as follows: December 31, 2017 2016 Astellas Pharma Inc. (“Astellas”)—Related party 47 % 39 % AstraZeneca AB (“AstraZeneca”) 53 % 61 % The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, the results of clinical trials and the achievement of milestones, market acceptance of the Company’s product candidates, competition from other products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. Cash, Cash Equivalents and Restricted Time Deposits The Company considers all highly liquid investments with maturities of three months or less and that are used in the Company’s cash management activities at the date of purchase to be cash equivalents. Cash and cash equivalents include money market accounts, various deposit accounts, and money market funds. Restricted time deposits include an irrevocable standby letter of credit as security deposit for a long-term property lease with the Company’s landlord. Restricted time deposits as of December 31, 2017 and 2016 totaled $5.2 million and $6.2 million, respectively. As of December 31, 2017, a total of $32.3 million of the Company’s cash and cash equivalents is held outside of the U.S. in the Company’s foreign subsidiaries to be used primarily for the Company’s China operations. Investments The Company classifies its investments as available-for-sale. Those investments with maturities less than 12 months are considered short-term investments. Those investments with maturities greater than 12 months are considered long-term investments. The Company’s investments classified as available-for-sale are recorded at fair value based upon quoted market prices at period end. Unrealized gains and losses that are deemed temporary in nature are recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Premiums and discounts are amortized (accreted) over the life of the related security as an adjustment to its yield. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of investments sold. Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments including cash equivalents, investments, receivables, accounts payable and accrued liabilities approximate fair value (refer to Note 4). Property and Equipment Property and equipment (except for costs of construction of certain long-lived assets — refer to Note 8) are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Computer equipment, laboratory equipment, and furniture and fixtures are depreciated over three to five years. Leasehold improvements are recorded at cost and amortized over the term of the lease or their useful life, whichever is shorter. Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. If the Company determines that an impairment trigger has been met, the Company evaluates the realizability of its long-lived assets based on a comparison of projected undiscounted cash flows from use and eventual disposition with the carrying value of the related asset. Any write-downs (which are measured based on the difference between the fair value and the carrying value of the asset) are treated as permanent reductions in the carrying amount of the assets (asset group). Based on this evaluation, the Company believes that, as of each of the balance sheet dates presented, none of the Company’s long-lived assets were impaired. Revenue Recognition Substantially all of the Company’s revenues to date have been generated from its collaboration agreements. The Company’s collaboration agreements include multiple deliverables, and the Company therefore follows the guidance in Accounting Standards Codification (“ASC”) Topic 605-25, Revenue Recognition—Multiple-Element Arrangements, • provides guidance on how deliverables in an arrangement should be separated and how the arrangement consideration should be allocated to the separate units of accounting; • requires an entity to determine the selling price of a separate deliverable using a hierarchy of (i) vendor-specific objective evidence (“VSOE”), (ii) third-party evidence (“TPE”), or (iii) best estimate of selling price (“BESP”); and • requires the allocation of the arrangement consideration, at the inception of the arrangement, to the separate units of accounting based on relative selling price. The Company evaluates all deliverables within an arrangement to determine whether or not they provide value on a stand-alone basis. Based on this evaluation, the deliverables are separated into units of accounting. The arrangement consideration that is fixed or determinable at the inception of the arrangement is allocated to the separate units of accounting based on their relative selling prices. Significant judgment may be required in determining whether a deliverable provides stand-alone value, determining the amount of arrangement consideration that is fixed or determinable, and estimating the stand-alone selling price of each unit of accounting. To date, the Company has determined that the selling price for the deliverables within its collaboration agreements should be determined using BESP, as neither VSOE nor TPE is available. The process for determining BESP involves significant judgment on the Company’s part and includes consideration of multiple factors, including assumptions related to the market opportunity and the time needed to commercialize a product candidate pursuant to the relevant license, estimated direct expenses and other costs, which include the rates normally charged by contract research and contract manufacturing organizations for development and manufacturing obligations, and rates that would be charged by qualified outsiders for committee services. For each unit of accounting identified within an arrangement, the Company determines the period over which the deliverables are provided and the performance obligation is satisfied. Service revenue is recognized using a proportional performance method. Direct labor hours or full time equivalents are typically used as the measurement of performance. Revenue may be recognized using a straight line method when performance is expected to occur roughly consistently over a period of time. Payments or reimbursements resulting from the Company’s research and development efforts for those arrangements where such efforts are considered as deliverables are recognized as the services are performed and are presented on a gross basis. To the extent payments are required to be made to the collaboration partners pursuant to research and development efforts, those costs are charged to research and development using the guidance pursuant to ASC 605-250 , Customer Payments and Incentives Each of the Company’s collaboration agreements includes milestones for which the Company follows ASC 605-28, Revenue Recognition—Milestone Method Research and Development Expenses Research and development expenses consist of independent research and development costs and the gross amount of costs associated with work performed under collaboration agreements. Research and development costs include employee-related expenses, expenses incurred under agreements with clinical research organizations (“CROs”), other clinical and preclinical costs and allocated direct and indirect overhead costs, such as facilities costs, information technology costs and other overhead. All research and development costs are expensed as incurred. Clinical Trial Accruals Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the costs to be recorded based upon validation with the external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. General and Administrative Expenses General and administrative expenses consist primarily of employee-related expenses for executive, operational, finance, legal and human resource functions. Other general and administrative expenses include facility-related costs and professional service fees, other outside services, recruiting fees and expenses associated with obtaining and maintaining patents. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for expected future consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities using enacted tax rates. Management makes estimates, assumptions and judgments to determine the Company’s provision for income taxes and also for deferred tax assets and liabilities, and any valuation allowances recorded against the Company’s deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. The calculation of the Company’s current provision for income taxes involves the use of estimates, assumptions and judgments while taking into account current tax laws, interpretation of current tax laws and possible outcomes of future tax audits. The Company has established reserves to address potential exposures related to tax positions that could be challenged by tax authorities. Although the Company believes its estimates, assumptions and judgments to be reasonable, any changes in tax law or its interpretation of tax laws and the resolutions of potential tax audits could significantly impact the amounts provided for income taxes in the Company’s consolidated financial statements. The calculation of the Company’s deferred tax asset balance involves the use of estimates, assumptions and judgments while taking into account estimates of the amounts and type of future taxable income. Actual future operating results and the underlying amount and type of income could differ materially from the Company’s estimates, assumptions and judgments thereby impacting the Company’s financial position and results of operations. The Company has adopted ASC 740-10, Accounting for Uncertainty in Income Taxes The Company includes interest and penalties related to unrecognized tax benefits within income tax expense in the Consolidated Statements of Operations. Stock-Based Compensation The Company maintains equity incentive plans under which incentive and nonqualified stock options are granted to employees and non-employee consultants. Compensation expense relating to non-employee stock options has not been material for all the periods presented. The Company measures and recognizes compensation expense for all stock options and restricted stock units (“RSUs”) granted to its employees and directors based on the estimated fair value of the award on the grant date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock option awards. The fair value is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. The Company believes that the fair value of stock options granted to non-employees is more reliably measured than the fair value of the services received. As such, the fair value of the unvested portion of the options granted to non-employees is re-measured each period. The resulting increase in value, if any, is recognized as expense during the period the related services are rendered on a straight-line basis. The determination of the grant date fair value of options using an option pricing model is affected by the Company’s estimated Common Stock fair value and requires management to make a number of assumptions including the expected life of the option, the volatility of the underlying stock, the risk-free interest rate and expected dividends. Comprehensive Income (Loss) The Company is required to report all components of comprehensive income (loss), including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency translation adjustments. Comprehensive gains (losses) have been reflected in the consolidated statements of comprehensive income (loss) for all periods presented. Recently Issued and Adopted Accounting Guidance In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) Compensation - Stock Compensation (Topic 718) . Recently Issued Accounting Guidance Not Yet Adopted In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | 3. Collaboration Agreements Astellas Agreements Japan Agreement In June 2005, the Company entered into a collaboration agreement with Astellas Pharma Inc. (“Astellas”) for the development and commercialization (but not manufacture) of roxadustat for the treatment of anemia in Japan (“Japan Agreement”). Under this agreement, Astellas paid license fees and other consideration totaling $40.1 million (such amounts were fully received as of February 2009). The Japan Agreement also provides for additional development and regulatory approval milestone payments up to $117.5 million, a commercial sales related milestone of $15.0 million and additional consideration based on net sales (as defined) in the low 20% range after commercial launch. Europe Agreement In April 2006, the Company entered into a separate collaboration agreement with Astellas for the development and commercialization of roxadustat for the treatment of anemia in Europe, the Middle East, the Commonwealth of Independent States and South Africa (“Europe Agreement”). Under the terms of the Europe Agreement, Astellas paid license fees and other upfront consideration totaling $320.0 million (such amounts were fully received as of February 2009). The Europe Agreement also provides for additional development and regulatory approval milestone payments up to $425.0 million. Clinical milestone payments of $40.0 million and $50.0 million were received in 2010 and 2012, respectively. The Company evaluated the criteria under ASC 605-28 and concluded that each of those milestones was substantive. Under the Europe Agreement, Astellas committed to fund 50% of joint development costs for Europe and North America, and all territory-specific costs. The Europe Agreement also provides for tiered payments based on net sales of product (as defined) in the low 20% range. AstraZeneca Agreements U.S./Rest of World Agreement Effective July 30, 2013, the Company entered into a collaboration agreement with AstraZeneca for the development and commercialization of roxadustat for the treatment of anemia in the U.S. and all other countries in the world, other than China, not previously licensed under the Astellas Europe and Astellas Japan Agreements (“U.S./RoW Agreement”). It also excludes China, which is covered by a separate agreement with AstraZeneca described below. Under the terms of the U.S./RoW During the second quarter of 2015, the Company received a $15.0 million development milestone payment as a result of the finalization of its two audited pre-clinical carcinogenicity study reports. The Company evaluated the criteria under ASC 605-28 and concluded that the aforementioned milestone was substantive. Under the U.S./RoW Agreement, the Company and AstraZeneca will share equally in the development costs of roxadustat not already paid for by Astellas, up to a total of $233.0 million (i.e. the Company’s share of development costs is $116.5 million, which was reached during the fourth quarter of 2015). Any additional development costs incurred by FibroGen during the development period in excess of the $233.0 million (aggregated spend) will be fully reimbursed by AstraZeneca. AstraZeneca will pay the Company tiered royalty payments on AstraZeneca’s future net sales (as defined in the agreement) of roxadustat in the low 20% range. In addition, the Company will receive a transfer price for delivery of commercial product based on a percentage of AstraZeneca’s net sales (as defined in the agreement) in the low- to mid-single digit range. China Agreement Effective July 30, 2013, the Company (through its subsidiaries affiliated with China) entered into a collaboration agreement with AstraZeneca for the development and commercialization (but not manufacture) of roxadustat for the treatment of anemia in China (“China Agreement”). Under the terms of the China Agreement, AstraZeneca agreed to pay upfront consideration totaling $28.2 million, which were fully received in 2014. In addition, the China Agreement provides for AstraZeneca to pay regulatory approval and other approval related milestones of up to $161.0 million. The China Agreement also provides for sales related milestone payments of up to $167.5 million and contingent payments of $20.0 million related to possible future compounds. The China Agreement is structured as a 50/50 profit or loss share (as defined) and provides for joint development costs (including capital and equipment costs for construction of the manufacturing plant in China), to be shared equally during the development. In September 2016, AstraZeneca approved the protocol related to the development of roxadustat for the treatment of anemia in patients with myelodysplastic syndrome (“MDS”), for which the Company has received approval from the China Food and Drug Administration for its clinical trial application for a Phase 2/3 trial and acceptance of its Investigational New Drug Application from the U.S. Food and Drug Administration for a Phase 3 trial. As a result, for revenue recognition purposes, during the third quarter of 2016, the Company extended the estimated joint development service period for the AstraZeneca agreements from the end of 2018 to the end of 2020, to allow for development of MDS. In October 2017, the China Food and Drug Administration accepted the Company’s recently submitted New Drug Application (“NDA”) for registration of roxadustat for anemia in dialysis-dependent CKD and non-dialysis-dependent CKD (NDD-CKD) patients. This NDA submission triggered a $15.0 million milestone payment to the Company by AstraZeneca, which has been received and fully recognized under the Company’s current revenue recognition policy as license and milestone revenue in the fourth quarter of 2017. Accounting for the Astellas Agreements For each of the Astellas agreements, the Company has evaluated the deliverables within the respective arrangements and has separated them into various units of accounting. Deliverables that did not provide standalone value have been combined with other deliverables to form a unit of accounting that collectively has standalone value, with revenue being recognized on the combined unit of accounting, rather than the individual deliverables. There are no right-of-return provisions for the delivered items in the Astellas agreements. For the Astellas agreements, the Company allocated arrangement consideration to various units of accounting based on BESP of each deliverable within each unit of accounting using the relative selling price method as the Company did not have VSOE or TPE of selling price for such deliverables. Arrangement consideration includes non-contingent upfront payments of $360.1 million and cumulative co-development billings of $151.7 million (for Europe Agreement) as of December 31, 2017. For the technology license under the Japan Agreement and Europe Agreement, BESP was determined primarily by using the discounted cash flow (“DCF”) method, which aggregates the present value of future cash flows to determine the valuation as of the effective date of each of the agreements. The DCF method involves the following key steps: 1) the determination of cash flow forecasts and 2) the selection of a range of comparative risk-adjusted discount rates to apply against the cash flow forecasts. The discount rates selected were based on expectations of the total rate of return, the rate at which capital would be attracted to the Company and the level of risk inherent within the Company. The discounts applied in the DCF analysis ranged from 17.5% to 20.0%. The Company’s cash flow forecasts were derived from probability-adjusted revenue and expense projections by territory. Such projections included consideration of taxes and cash flow adjustments. The probability adjustments were made after considering the likelihood of technical success at various stages of clinical trials and regulatory approval phases. BESP also considered certain future royalty payments associated with commercial performance of the Company’s compounds, transfer prices and expected gross margins. The units of accounting that were analyzed, along with their general timing of delivery or performance of service and general timing of revenue recognition, are as follows: • License to the Company’s technology existing at the effective date of the agreements. For both of the Astellas agreements, the license was delivered at the beginning of the agreement terms, or when the agreements were signed, and any contingencies had been removed. In both cases, the Company concluded at the time of the agreement that its collaboration partner, Astellas, would have the knowledge and capabilities to exploit the licenses without the Company’s further involvement. However, the Japan Agreement with Astellas has contractual limitations that might affect Astellas’ ability to exploit the license and therefore, potentially, the conclusion as to whether the license provides stand-alone value. In the Japan agreement, Astellas does not have the right to manufacture commercial supplies of the drug. In order to determine whether this characteristic of the agreement should lead to a conclusion that the license did not have stand-alone value, the Company considered the intent of the parties and the substantive reasons that led to that feature of the agreement. • Manufacturing rights. In the case of the Japan Agreement, the Company retained manufacturing rights largely because of the way the parties chose for FibroGen to be compensated under the agreement. At the time the agreement was signed, the Company believed that it was more advantageous upon commercialization to have a transfer price revenue model in place as opposed to a traditional sales-based model. The Company and Astellas could have structured the arrangement with a transfer of manufacturing rights and compensated the Company through a royalty or other feature without significantly diminishing the prospects of the drug product. Therefore, the Company determined that the license in Japan provides stand-alone value to the customer despite the lack of manufacturing rights. • License to the Company’s technology developed during the term of the agreement and development (referred to as “when and if available”) and information sharing services. These deliverables are generally delivered throughout the term of the agreements and are recognized as revenue as the services are provided. • Co-development services (Europe Agreement). This deliverable relates to co-development services that were reasonably expected to be performed by the Company at the time the collaboration agreement was signed. Revenue is recognized as reimbursements for such co-development services are earned. The period related to this deliverable represented the Company’s determination of the non-contingent performance period, which was estimated to be 36 months for the Europe Agreement from the signing of the agreement. There was no provision for co-development services in the Japan agreement. • Manufacturing of clinical supplies of products. This deliverable is satisfied as supplies for clinical product are delivered for use in the Company’s clinical trial programs during the development period, or pre-commercialization period. Revenue is recognized based on the estimated proportion of the development services performed during the development period. These estimates are made at the beginning of each accounting period and will likely change throughout the course of the terms of both agreements. As new information related to these estimates becomes available, the Company may adjust the timing of revenue recognition related to this unit of accounting. • Manufacturing commercial supplies of products. This deliverable is satisfied and revenue is recognized as supplies are shipped for commercial use during the commercialization period. As this deliverable is considered a contingent deliverable, it is outside the scope of the initial allocation of upfront and other consideration. • Committee service. This deliverable is satisfied and revenue is recognized throughout the course of the various agreements as meetings are attended. Any consideration received for each Astellas Under the Japan Agreement, the Company is also eligible to receive from Astellas an aggregate of approximately $132.5 million in potential milestone payments, comprised of (i) up to $22.5 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $95.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, and (iii) up to approximately $15.0 million in milestone payments upon the achievement of specified commercial sales milestone. Under the Europe Agreement, the Company is also eligible to receive from Astellas an aggregate of approximately $425.0 million in potential milestone payments, comprised of (i) up to $90.0 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $335.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, including up to $25.0 million in milestone payments in connection with receipt of marketing approval in Russia. Accounting for the AstraZeneca Agreements The Company evaluated whether the U.S./RoW and China Agreements should be accounted for as a single arrangement and concluded that the agreements should be accounted for as a single arrangement with the presumption that two or more agreements executed with a single customer at or around the same time should be presumed to be a single arrangement. Accordingly, upfront and other non-contingent arrangement consideration received and to be received has been and will be pooled together and allocated to each of the units of accounting in both the U.S./RoW and China Agreements based on their relative fair values. The Company evaluated the deliverables within the arrangement and has separated them into various units of accounting. Deliverables that did not provide stand-alone value have been combined with other deliverables to form a unit of accounting that collectively has stand-alone value, with revenue being recognized on the combined unit of accounting, rather than the individual deliverables. There are no right-of-return provisions for the delivered items in the agreements. For the technology license under the AstraZeneca U.S./RoW Agreement, BESP was determined based on a two-step process. The first step involved determining an implied royalty rate that would result in the net present value of future cash flows to equal to zero (i.e. where the implied royalty rate on the transaction would equal the target return for the investment). This results in an upper bound estimation of the magnitude of royalties that a hypothetical acquirer would reasonably pay for the forecasted cash flow stream. The Company’s cash flow forecasts were derived from probability-adjusted revenue and expense projections. Such projections included consideration of taxes and cash flow adjustments. The probability adjustments were made after considering the likelihood of technical success at various stages of clinical trials and regulatory approval phases. The second step involved applying the implied royalty rate, which was determined to be 40%, against the probability-adjusted projected net revenues by territory and determining the value of the license as the net present value of future cash flows after adjusting for taxes. The discount rate utilized was 17.5%. U.S./RoW Agreement: The units of accounting that were analyzed, along with their general timing of delivery or performance of service and general timing of revenue recognition, are as follows: • License to the Company’s technology existing at the effective date of the agreements. For the U.S./RoW Agreement, the license was delivered at the beginning of the agreement terms as all contingencies had been removed. The Company concluded that AstraZeneca has the knowledge and capabilities to exploit the U.S./RoW license without the Company’s further involvement. • Co-development services. This deliverable relates to co-development services which were reasonably expected to be performed by the Company at the time the Agreement was signed. Revenue is recognized as reimbursements for such co-development services are earned. The period related to this deliverable represented the Company’s determination of the non-contingent performance period, which was estimated to be 89 months from the signing of the U.S./RoW Agreement. • Manufacturing of clinical supplies of products. This deliverable is satisfied as supplies for clinical product are delivered for use in the Company’s clinical trial programs during the development period, or pre-commercialization period. Revenue is recognized based on the estimated proportion of the development services performed during the development period. These estimates are made at the beginning of each accounting period and will likely change throughout the course of the agreements. As new information related to these estimates becomes available, the Company may adjust the timing of revenue recognition related to this unit of accounting. • Manufacturing commercial supplies of products. This deliverable is satisfied and revenue is recognized as supplies are shipped for commercial use during the commercialization period. As this deliverable is considered a contingent deliverable, it is outside the scope of the initial allocation of upfront and other consideration. • Committee service. This deliverable is satisfied and revenue is recognized throughout the course of the various agreements as meetings are attended. Under the terms of the U.S./RoW Agreement, AstraZeneca has agreed to pay upfront, non-contingent and time-based payments totaling $374.0 million. Out of this amount, $82.0 million was determined to be fixed and determinable upon the execution of the collaboration agreement. Out of the remaining payments of $292.0 million, which are contractually due, $230.0 million had extended payment terms and, accordingly, were not considered to be fixed or determinable upon the execution of the agreement. As such, for these remaining payments, the amount of revenue recognized was limited to the amount of cash consideration received; additionally, for each of the amounts received, the amount of revenue recognized was determined on the basis of applying the relative selling price method to each of the units of accounting underlying the agreement. Further, $62.0 million of the remaining payment was contingent upon the occurrence of a specified event and accordingly was also not considered fixed or determinable. The payments of totaling $374.0 million were fully received in various amounts through June 2016. Under the U.S./RoW Agreement, the Company is also eligible to receive from AstraZeneca an aggregate of approximately $875.0 million in potential milestone payments, comprised of (i) up to $65.0 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $325.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, (iii) up to $160.0 million in non-substantive deferred approval milestone, which would be paid if certain competitors do not launch an HIF compound in the U.S. on or before January 1, 2023 and (iv) up to approximately $325.0 million in milestone payments upon the achievement of specified commercial sales events. China Agreement: The units of accounting that were analyzed, along with their general timing of delivery or performance of service and general timing of revenue recognition, are as follows: • License to the Company’s technology existing at the effective date of the agreement. The license was delivered at the beginning of the agreement term as all contingencies had been removed. However, the China Agreement with AstraZeneca has contractual limitations that might affect AstraZeneca’s ability to exploit the license and therefore, potentially, the conclusion as to whether the license provides stand-alone value. In the China Agreement, AstraZeneca does not have the right to manufacture commercial supplies of the drug. In order to determine whether this characteristic of the arrangement should lead to a conclusion that the license did not have stand-alone value, the Company considered the intent of the parties and the substantive reasons that led to that feature of the agreement. For the China Agreement, the Company retained manufacturing rights as an essential part of a strategy to pursue domestic regulatory pathway for product approval which requires the regulatory licensure of the manufacturing facility in order to commence commercial shipment. The prospects for the collaboration as a whole would have been substantially different had manufacturing rights been provided to AstraZeneca. Because the retention of manufacturing rights by the Company was a significant factor in the collaboration strategy, rather than simply a mechanism to properly compensate FibroGen, management concluded that the license and development services do not have stand-alone value apart from the manufacturing rights. Accordingly, all the deliverables identified, including co-development services, under the China Agreement have been treated as a single unit of account and all revenue allocable to this unit of account is deferred until delivery of commercial drug product has begun. Upon commencement of delivery of commercial drug product, revenue would be recognized in a pattern consistent with estimated deliveries of the commercial drug product. Under the terms of the China Agreement, AstraZeneca agreed to pay upfront consideration totaling $28.2 million, of which $16.2 million was received as of December 31, 2013 and was determined to be fixed and determinable upon the execution of the collaboration agreement. The remainder of the upfront payments of $12.0 million had extended payment terms and, accordingly, was not considered to be fixed or determinable upon the execution of the agreement. This payment of $12.0 million was received as of March 31, 2014. Under the China Agreement, the Company is also eligible to receive from AstraZeneca an aggregate of approximately $348.5 million in potential milestone payments, comprised of (i) up to $15.0 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $146.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, and (iii) up to approximately $187.5 million in milestone payments upon the achievement of specified commercial sales and other events. As the Company is accounting for both the U.S./RoW and China Agreements as one arrangement, any consideration received after the initial proceeds on the agreement signing date were also (and will be also) allocated to the various units of accounting above using the relative selling price method under ASC 605-25. Summary of revenue recognized under the collaboration agreements The table below summarizes the accounting treatment for the various deliverables pursuant to each of the Astellas and AstraZeneca agreements. License amounts identified below are included in the “License and milestone revenue” line item in the consolidated statements of operations. All other elements identified below are included in the “Collaboration services and other revenue” line item in the consolidated statements of operations. Amounts recognized as revenue under the Japan Agreement are shown below (in thousands): Years Ended December 31, Agreement Deliverable 2017 2016 2015 Japan License $ 1,310 $ 3,465 $ 1,024 Milestones — 10,000 — Total license and milestone revenue $ 1,310 $ 13,465 $ 1,024 Collaboration services revenue* $ 64 $ 166 $ 198 * When and if available compounds, manufacturing — clinical supplies and committee services have each been identified as separate units of accounting with standalone value and amounts allocable to these elements have been recognized and classified within the Collaboration services revenue line item within the consolidated statements of operations. The total arrangement consideration has been allocated to each of the following deliverables under the Japan Agreement, along with any associated deferred revenue as follows (in thousands): Cumulative Revenue Through December 31, 2017 Deferred Revenue at December 31, 2017 Total Consideration Through December 31, 2017 License $ 47,020 $ — $ 47,020 When and if available compounds 25 24 49 Manufacturing--clinical supplies 2,180 — 2,180 Committee services 21 — 21 Total license and collaboration services revenue $ 49,246 $ 24 $ 49,270 Amounts recognized as revenue under the Europe Agreement were as follows (in thousands): Years Ended December 31, Agreement Deliverable 2017 2016 2015 Europe License $ 13,997 $ 10,956 $ 17,677 Milestones — — — Total license and milestone revenue $ 13,997 $ 10,956 $ 17,677 Collaboration services revenue* $ 1,514 $ 1,191 $ 2,697 * When and if available compounds, manufacturing — clinical supplies, development services — in progress at the time of signing of the agreement, and committee services have each been identified as a separate unit of accounting with standalone value and amounts allocable to these units have been recognized in revenue as services are performed and classified within the Collaboration services revenue line item within the consolidated statements of operations. The total arrangement consideration has been allocated to each of the following deliverables under the Europe Agreement, along with any associated deferred revenue as follows (in thousands): Cumulative Revenue Through December 31, 2017 Deferred Revenue at December 31, 2017 Total Consideration Through December 31, 2017 License $ 426,270 $ — $ 426,270 When and if available compounds 423 388 811 Manufacturing--clinical supplies 10,210 — 10,210 Development services--in progress 34,153 — 34,153 Committee services 295 — 295 Total license and collaboration services revenue $ 471,351 $ 388 $ 471,739 Amounts recognized as revenue under the U.S./RoW and China Agreements were as follows (in thousands): Years Ended December 31, Agreement Deliverable 2017 2016 2015 U.S. / RoW and China License $ 65,749 $ 112,931 $ 114,392 Milestones 15,000 — 15,000 Total license and milestone revenue $ 80,749 $ 112,931 $ 129,392 Collaboration services revenue* $ 28,010 $ 40,738 $ 29,731 China single unit of accounting** $ — $ — $ — * Co-development, information sharing, and committee services have been combined into a single unit of accounting because the requirements to share information and serve on committees are useful only in combination with the development services, and because all three items are delivered over the same period while manufacturing — clinical supplies has been identified as a separate unit of accounting with standalone value and amounts allocable to this unit of accounting have been recognized and classified within the Collaboration services revenue line item within the consolidated statements of operations. ** All revenues attributable to the China unit of accounting are deferred until all deliverables are met. The China license and collaboration services elements have been combined into a single unit of accounting and consideration allocable to this unit is being deferred due to FibroGen’s retention of manufacturing rights and lack of standalone value. The total arrangement consideration has been allocated to each of the following deliverables under the U.S./RoW and China Agreements, along with any associated deferred revenue as follows (in thousands): Cumulative Revenue Through December 31, 2017 Deferred Revenue at December 31, 2017 Total Consideration Through December 31, 2017 License $ 468,446 $ — $ 468,446 Co-development, information sharing & committee services 118,679 23,744 142,423 Manufacturing--clinical supplies 463 24 487 China-single unit of accounting — 96,019 96,019 Total license and collaboration services revenue $ 587,588 $ 119,787 $ 707,375 Other Revenues Other revenues consist primarily of collagen material sold for research purposes. Other revenues were immaterial for each of the three years ended December 31, 2017. Deferred Revenue Deferred revenue represents amounts billed to the Company’s collaboration partners for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying deliverables. The long term portion of deferred revenue represents amounts to be recognized after one year through the end of the non-contingent performance period of the underlying deliverables. The long term portion of deferred revenue also includes amounts allocated to the China unit of accounting under the AstraZeneca arrangement as revenue recognition associated with this unit of accounting is tied to the commercial launch of the products within China, which is not expected to occur within the next year. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company presents all financial assets and liabilities and any other assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. The guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair-value measurements. The guidance also requires fair value measurements be classified and disclosed in one of the following three categories: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than quoted prices in active markets for identical assets or liabilities. Level 3 : Unobservable inputs. The Company values certain assets and liabilities, focusing on the inputs used to measure fair value, particularly in instances where the measurement uses significant unobservable (Level 3) inputs. The Company’s financial instruments are valued using quoted prices in active markets (Level 1) or based upon other observable inputs (Level 2). The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability. In addition, the categories presented do not suggest how prices may be affected by the size of the purchases or sales, particularly with the largest highly liquid financial issuers who are in markets continuously with non-equity instruments, or how any such financial assets may be impacted by other factors such as U.S. government guarantees. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair values of the Company’s financial assets that are measured on a recurring basis are as follows (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Corporate bonds $ — $ 53,943 $ — $ 53,943 Bond and mutual funds 18,402 — — 18,402 Equity investments 221 — — 221 Money market funds 569,942 — — 569,942 Total $ 588,565 $ 53,943 $ — $ 642,508 December 31, 2016 Level 1 Level 2 Level 3 Total Corporate bonds $ — $ 126,683 $ — $ 126,683 Bond and mutual funds 22,462 — — 22,462 Equity investments 225 — — 225 Money market funds 94,543 — — 94,543 Certificate of deposits — 1,037 — 1,037 Total $ 117,230 $ 127,720 $ — $ 244,950 The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar investments, issuer credit spreads, benchmark investments, prepayment/default projections based on historical data and other observable inputs. The fair values of the Company’s financial liabilities that are carried at historical cost are as follows (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Lease financing obligations $ — $ — $ 98,476 $ 98,476 December 31, 2016 Level 1 Level 2 Level 3 Total Lease financing obligations $ — $ — $ 97,856 $ 97,856 The fair value of the Company’s financial liabilities were each derived by using an income approach which required Level 3 inputs such as discounted estimated future cash flows. There were no transfers of assets or liabilities between levels for the years ended December 31, 2017, 2016 or 2015. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Cash and Cash Equivalents Cash and cash equivalents consisted of the following (in thousands): December 31, 2017 2016 Cash $ 103,716 $ 79,239 Money market funds 569,942 94,543 Total cash and cash equivalents $ 673,658 $ 173,782 Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 19,497 $ 18,533 Computer equipment 6,006 5,678 Furniture and fixtures 5,575 5,533 Leasehold improvements 93,758 93,564 Building shell (Refer to Note 8) 53,879 53,879 Construction in progress 10,402 109 Total property and equipment $ 189,117 $ 177,296 Less: accumulated depreciation (59,641 ) (53,639 ) Property and equipment, net $ 129,476 $ 123,657 Depreciation expense for the years ended December 31, 2017, 2016 and 2015 was $6.1 million, $6.0 million, and $5.7 million, respectively. Investments All investments are classified as available-for-sale. The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s available-for-sale investments by major investments type are summarized in the tables below (in thousands): December 31, 2017 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Corporate bonds $ 53,985 $ 4 $ (46 ) $ 53,943 Bond and mutual funds 17,249 1,153 — 18,402 Equity investments 126 95 — 221 Total investments $ 71,360 $ 1,252 $ (46 ) $ 72,566 December 31, 2016 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Corporate bonds $ 126,550 $ 182 $ (49 ) $ 126,683 Certificate of deposits 1,037 — — 1,037 Bond and mutual funds 22,305 157 — 22,462 Equity investments 125 100 — 225 Total investments $ 150,017 $ 439 $ (49 ) $ 150,407 The contractual maturities of available-for-sale investments were as follows (in thousands): December 31, 2017 Within one year $ 53,943 After one year through four years — Total debt investments 53,943 Bond and mutual funds 18,402 Equity investments 221 Total investments $ 72,566 Available-for-sale investments are reported at fair value and as such, their associated unrealized gains and losses are reported as a separate component of stockholders’ equity within accumulated other comprehensive income (loss). Accrued Liabilities Accrued liabilities consisted of the following (in thousands): December 31, 2017 2016 Preclinical and clinical trial accruals $ 32,321 $ 29,550 Payroll and related accruals 18,810 14,232 Property taxes and other 4,201 451 Professional services 1,991 1,252 Other 6,458 5,429 Total accrued liabilities $ 63,781 $ 50,914 |
Product Development Obligations
Product Development Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Product Development Obligations | 6. Product Development Obligations The Technology Development Center of the Republic of Finland (“TEKES”) product development obligations consist of 11 separate advances (each in the form of a note agreement) received by FibroGen Europe between 1996 and 2008 from TEKES. These advances are granted on a project by project basis to fund various product development efforts undertaken by FibroGen Europe only. Each separate note bears interest (not compounded) calculated as one percentage point less than the Bank of Finland rate in effect at the time of the note, but no less than 3.0%. If the research work funded by TEKES does not result in an economically profitable business or does not meet its technological objectives, TEKES may, on application from FibroGen Europe, forgive each of these loans, including accrued interest, either in full or in part. As of December 31, 2017 and 2016, the Company had $11.3 million and $9.9 million of principal outstanding, respectively, and $5.9 million and $4.9 million of interest accrued, respectively, which were presented in the product development obligations line on the consolidated balance sheets. The Company is not a guarantor of these loans, and these loans are not repayable by FibroGen Europe until it has distributable funds. |
Convertible Note Payable
Convertible Note Payable | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Note Payable | 7. Convertible Note Payable In January 2013, FibroGen China entered into a $0.6 million convertible promissory note. The note bears simple interest at a rate of two percent (2.00%) per annum, accrued on an annual basis in arrears. The outstanding principal balance and unpaid accrued interest on the note is due and payable upon the earlier of (a) the effectiveness of the initial public offering of FibroGen China or (b) the eight year anniversary of the date of the note. The total outstanding principal balance and unpaid accrued interest on the note will be converted into Series A Preferred Stock of FibroGen China at the option of the lender or by the Company at its discretion. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Operating Leases Future minimum lease payments under all non-cancelable operating lease obligations as of December 31, 2017 are as follows (in thousands): Year Ending Operating Leases 2018 $ 445 2019 310 2020 155 2021 25 2022 16 Total minimum payments $ 951 Facility Lease Financing Obligations FibroGen, Inc. In September 2006, the Company entered into a long-term property lease with Shorenstein Properties LLC (“Alexandria” or “landlord”) providing the Company with 234,249 square feet of space for an initial term of 15 years. Upon signing, a stand-by letter of credit was established in the amount of $7.3 million which has been included in restricted time deposits. Starting the fourth quarter of 2016, on an annual basis, 1/8 th In connection with this lease, the Company was responsible for approximately 60% of the construction costs for the tenant improvements. The Company is deemed, for accounting purposes only, to be the accounting owner of the entire project including the building shell, even though it is not the legal owner. The balance of the tenant improvements were paid by Alexandria in the form of a tenant improvement allowance of $140.50 per square foot of rentable space, or $32.5 million. In connection with the Company’s accounting for this transaction, the Company capitalized Alexandria’s costs of constructing the building shell which totaled $50.8 million, and recognized a corresponding lease financing obligation. The Company also recognized, as an additional lease financing obligation, the reimbursements totaling $32.5 million from landlord for tenant improvements since these reimbursements are also deemed to be a financing obligation. A portion of the monthly lease payment is allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to rent of the building is applied to the lease financing liability. In addition, the Company had a leased facility located in South San Francisco, California, which was used as its corporate headquarters prior to moving to its current facility in 2008. The South San Francisco facility is approximately 106,000 square feet and was fully subleased. This lease and associated subleases terminated in February 2015. FibroGen China In February 2013, the Company entered into a long-term property lease with Beijing Economic-Technological Development Area (“BDA”) Management Committee for a pilot plant located in Beijing Yizhuang Biomedical Park (“BYBP”) of BDA. The leased space is 4,820 square meters over an eight (8) year term starting February 1, 2013. In connection with this lease, the Company was responsible for approximately 100% of the construction costs for the tenant improvements. The Company is deemed, for accounting purposes only, to be the accounting owner of the entire project, including the building shell, even though it is not the legal owner. In connection with the Company’s accounting for this transaction, the Company capitalized BDA Management Committee’s costs of constructing the building shell which totaled $3.1 million, and recognized a corresponding lease financing obligation. The Company also recognized, as an additional lease financing obligation, the reimbursements totaling $0.5 million from BYBP for a rent subsidy since this reimbursement is also deemed to be a financing obligation. A portion of the monthly lease payment is allocated to land rent and recorded as an operating lease expense and the non-interest portion of the amortized lease payments to the landlord related to rent of the building is applied to the lease financing liability. Future minimum lease payments, on a consolidated basis, under the Company’s facility lease financing obligations as of December 31, 2017 are as follows (in thousands): Year Ending Lease financing obligations 2018 $ 14,250 2019 14,466 2020 14,687 2021 14,171 2022 14,335 Thereafter 12,873 Total minimum payments $ 84,782 Apart from the property leases with Alexandria and BDA Management Committee, rent expense for leased facilities under operating lease commitments was $3.0 million, $2.8 million, and $2.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. The Company received sublease income of $3.9 million, $3.8 million, and $3.4 million for the years ended December 31, 2017, 2016 and 2015, respectively, which were recorded as a reduction of research and development expenses and general and administrative expenses for the respective periods. Indemnification Agreements The Company enters into standard indemnification arrangements in the ordinary course of business, including for example, service, manufacturing and collaboration agreements. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, including in connection with intellectual property infringement claims by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these arrangements is minimal. The Company has entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the extent permissible under applicable law. |
Equity and Stock-based Compensa
Equity and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity and Stock-based Compensation | 9. Equity and Stock-based Compensation Subsidiary Stock and Non-Controlling Interests FibroGen Europe As of December 31, 2017 and 2016, respectively, FibroGen Europe had a total of 42,619,022 shares of Preferred Stock outstanding, of which there were 1,700,845 shares of Series A Preferred Stock, 1,875,000 shares of Series B Preferred Stock, 1,599,503 shares of Series C Preferred Stock, 1,520,141 shares of Series D Preferred Stock, 459,565 shares of Series E Preferred Stock, 5,714,332 shares of Series F Preferred Stock, 9,927,500 shares of Series G Preferred Stock and 19,822,136 shares of Series H Preferred Stock, all of which shares no longer have any right to be exchanged for FibroGen, Inc. Common Stock. The holders of FibroGen Europe’s shares of Preferred Stock (“Preferred Shares”) have the following rights, preferences and privileges: Dividend Rights — When the assets of FibroGen Europe are distributed (except for distribution in a liquidation), Preferred Shares shall have the same rights to dividend or other forms of distribution as shares of Common Stock of FibroGen Europe. In the event of a merger, holders of Preferred Shares do not have the right to demand FibroGen Europe to redeem all or part of their Preferred Shares. FibroGen Europe may repurchase shares of Common Stock or Preferred Shares for consideration. Pre-emptive Right — Preferred Shares shall have pre-emptive subscription right in accordance with the Finnish Limited Liability Companies Act if additional shares are issued, option rights are given, or convertible loan is taken, , , that the foregoing pre-emptive right does not apply to a directed share issue, for which two thirds (2/3) of the voting shares represented at a general meeting of shareholders approve for an important legitimate cause. Redemption Right — If a Preferred Share can be redeemed by a majority shareholder owning more than ninety percent (90%) of the shares of FibroGen Europe in accordance with the provisions of the Finnish Limited Liability Companies Act, the minority holders of Preferred Shares have the right to request redemption of their shares. Voting Right — Each share has one vote. Preferred Shares have voting rights only in situations that are specifically provided in the Articles of Association, which include a merger transaction and directed share issue. In addition, Preferred Shares have right to vote in a general shareholder meeting for amending the Articles of Association if the amendment will affect the rights of Preferred Shares. Conversion Right (1-for-1 basis into Common Stock of FibroGen Europe): • Voluntary conversion right: Preferred Shares can be converted into common shares upon the written request of a shareholder provided that the conversion is feasible within the maximum and minimum amounts of shares of classes of FibroGen Europe as set forth in its Articles of Association. Such request can be withdrawn before the notification of conversion is filed with the Finnish Trade Register. • Compulsory conversion right: Preferred Shares will be converted into common shares if (i) FibroGen Europe’s shares are listed in a stock exchange or other trading system in the European Economic Area, or (ii) FibroGen Europe’s recombinant collagen and gelatin production technology is being put into commercial use in the area of EU and certain other European states. Commercial use means there is income generated from the first commercial sale of the products incorporating the above mentioned technology and does not include license fees, development financing, milestone payments or income from test products or equipment used in research. The board of directors of FibroGen Europe shall notify the shareholders of the compulsory conversion in writing, and the shareholders shall request to convert their shares within the timeframe provided in the notification. Should the shareholders fail to make the conversion request within the time limit, FibroGen Europe may redeem the shares of such shareholders. Liquidation Right — In the event of a dissolution of FibroGen Europe, holders of Preferred Shares are entitled to be paid in an amount equal to the subscription price of the shares before any distribution is made to holders of common shares. Among holders of Preferred Shares, holders of shares of Series F Preferred Stock are entitled to be paid in an amount equal to the subscription price of Series F Preferred Stock before any distribution is made to holders of other Preferred Shares. FibroGen China FibroGen China had 6,758,000 Series A Preference Shares outstanding as of December 31, 2017 and 2016, respectively. The holders of the FibroGen China Series A Preference Shares have the following rights, preferences and privileges: Liquidation — In the event of liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, including by means of a merger, the holders of FibroGen China Series A Preference Shares are entitled to be paid an amount equal to the product of the number of shares held by a holder of shares of FibroGen China Series A Preference Shares and the original issue price of $1.00 (subject to equitable adjustment for any stock dividend, combination, split, reclassification, recapitalization) plus all declared and unpaid dividends thereon. Conversion — Each share of FibroGen China Series A Preference Shares is convertible into the number of fully paid and non-assessable shares of Common Stock of FibroGen China that results from dividing the original issue price by the conversion price in effect at the time of the conversion, subject to adjustments for stock splits, stock dividends, reclassifications and like events. The FibroGen China Series A Preference Shares have a conversion price that is equal to the original issuance price such that the conversion ratio to FibroGen China Common Stock is 1:1 as of all periods presented. Voting — The holders of FibroGen China Series A Preference Shares are entitled to vote together with the FibroGen China Common Stock holders on all matters submitted for a vote of the stockholders. The holder of each share of FibroGen China Series A Preference Shares has the number of votes equal to the number of shares of FibroGen China Common Stock into which it is convertible. Dividends — The holders of FibroGen China Series A Preference Shares are entitled to receive cash dividends when and if declared, at a rate of 6%. Non-Controlling Interests Non-controlling interest positions related to the issuance of subsidiary stock as described above are reported as a separate component of consolidated equity from the equity attributable to the Company’s stockholders at December 31, 2017 and 2016. In addition, the Company does not allocate losses to the non-controlling interests as the outstanding shares representing the non-controlling interest do not represent a residual equity interest in the subsidiary. Upon the initial public offering and as described above, all eligible FibroGen Europe preferred shares were exchanged for 958,996 shares of FibroGen Common Stock. No other FibroGen Europe shares have the right to be exchanged for FibroGen, Inc. Common Stock. Common Stock Each share of Common Stock is entitled to one vote. The holders of Common Stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to the prior rights of holders of all classes of stock outstanding. Shares of Common Stock outstanding, shares of stock plans outstanding and shares reserved for future issuance related to stock options and RSUs grant and the Company’s Employee Stock Purchase Plan (“ESPP”) purchases are as follows (in thousands): December 31, 2017 2016 Common stock outstanding 82,498 63,665 Stock options outstanding 11,550 13,660 RSUs outstanding 1,562 1,211 Common stock warrants outstanding 4 4 Shares reserved for future stock options and RSUs grant 4,190 4,032 Shares reserved for future ESPP offering 2,024 1,638 Total shares of common stock reserved 101,828 84,210 Stock Plans Stock Option and RSU Plans Under the Company’s Amended and Restated 2005 Stock Plan (“2005 Stock Plan”), the Company may issue shares of Common Stock and options to purchase Common Stock and other forms of equity incentives to employees, directors and consultants. Options granted under the 2005 Stock Plan may be incentive stock options or nonqualified stock options. Incentive stock options (“ISO”) may be granted only to employees and officers of the Company. Nonqualified stock options (“NSO”) and stock purchase rights may be granted to employees, directors and consultants. The board of directors has the authority to determine to whom options will be granted, the number of options, the term and the exercise price. Options are to be granted at an exercise price not less than fair market value for an ISO or an NSO. Options generally vest over four years. Options expire no more than 10 years after date of grant. Upon the effective date of the registration statement related to the Company’s initial public offering, the 2005 Plan was amended to cease the grant of any additional awards thereunder, although the Company will continue to issue common stock upon the exercise of previously granted stock options under the 2005 Plan. In September 2014, the Company adopted a 2014 Equity Incentive Plan (the “2014 Plan”) which became effective on November 13, 2014. The 2014 Plan is the successor equity compensation plan to the 2005 Plan. The 2014 Plan will terminate on November 12, 2024. The 2014 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, performance stock awards, performance cash awards, restricted stock units and other stock awards to employees, directors and consultants. Stock options granted must be at prices not less than 100% of the fair market value at date of grant. Option vesting schedules are determined by the Company at the time of issuance and generally have a four year vesting schedule (25% vesting on the first anniversary of the vesting base date and quarterly thereafter over the next 3 years). Options generally expire ten years from the date of grant unless the optionee is a 10% stockholder, in which case the term will be five years from the date of grant. Unvested options exercised are subject to the Company’s repurchase right. Shares reserved for issuance increases on January 1 of each year commencing on January 1, 2016 and ending on January 1, 2024 by the lesser of (i) the amount equal to 4% of the number of shares issued and outstanding on December 31 immediately prior to the date of increase or (ii) such lower number of shares as may be determined by the board of directors. As of December 31, 2017, the Company has reserved 4,190,412 shares of its common stock that remains unissued for issuance under the 2014 Plan. Issuance of shares upon share option exercise or share unit conversion is made through issuance of new shares authorized under the plan. Certain Common Stock option holders have the right to exercise unvested options, subject to a right held by the Company to repurchase the stock, at the original exercise price, in the event of voluntary or involuntary termination of employment of the stockholder. The shares are generally released from repurchase provisions ratably over four years. The Company accounts for the cash received in consideration for the early exercised options as a liability. At December 31, 2017 and 2016, no shares of Common Stock were subject to repurchase by the Company. Stock option transactions, including forfeited options granted under the 2014 Plan as well as prior plans, are summarized below: Shares (In thousands) Weighted Average Exercise per Share Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value (In thousands) Outstanding at December 31, 2016 13,660 $ 11.35 Granted 1,923 26.95 Exercised (3,827 ) 8.10 Expired (34 ) 24.58 Forfeited (172 ) 22.05 Outstanding at December 31, 2017 11,550 14.82 5.80 $ 376,670 Vested and expected to vest, December 31, 2017 11,550 14.82 5.80 376,670 Exercisable at December 31, 2017 8,319 $ 10.98 4.71 $ 303,049 The total intrinsic value of options exercised during the years ended December 31, 2017, 2016, and 2015 was $111.9 million, $17.9 million, and $48.7 million, respectively. The following table summarizes RSU activity: Shares (In thousands) Fair Value at Grant Unvested at December 31, 2016 1,211 $ 21.60 Granted 978 26.59 Vested (563 ) 21.34 Forfeited (64 ) 23.34 Unvested at December 31, 2017 1,562 $ 24.75 Among the vested RSUs during the year ended December 31, 2017, 326,626 shares were released and issued, while the remaining was withheld for the related payroll taxes. The estimated weighted-average fair value of the awards granted during the years ended December 31, 2017, 2016 and 2015 was $26.59, $19.37 and $29.66, respectively. ESPP In September 2014, the Company adopted a 2014 ESPP which became effective on November 13, 2014. The 2014 ESPP is designed to enable eligible employees to periodically purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan or IRS limitations. At the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. Purchases are accomplished through participation in discrete offering periods. The 2014 ESPP is intended to qualify as an ESPP under Section 423 of the Internal Revenue Code. The Company has reserved 1,600,000 shares of its common stock for issuance under the 2014 ESPP and shares reserved for issuance increases January 1 of each year commencing January 1, 2016 by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase; (ii) 1,200,000 shares or (iii) such number of shares as may be determined by the board of directors. There were 250,834 shares, 266,720 shares and 315,385 shares purchased by employees under the 2014 Purchased Plan for the years ended December 31, 2017, 2016 and 2015, respectively. The expected term of 2014 ESPP shares is the average of the remaining purchase periods under each offering period. Stock-Based Compensation Stock-based compensation expense allocated to research and development and general and administrative expense for the years ended December 31, 2017, 2016, and 2015 was as follows (in thousands): Years Ended December 31, 2017 2016 2015 Research and development $ 21,807 $ 19,070 $ 16,987 General and administrative 15,732 13,062 10,694 Total stock-based compensation expense $ 37,539 $ 32,132 $ 27,681 The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The Company, in making its determinations of the fair value of its Common Stock, considered a variety of quantitative and qualitative factors, including (i) net present value of the Company’s projected earnings, (ii) fair market value of the stock of comparable publicly-traded companies, (iii) any third party transactions involving the Company’s convertible preferred stock, (iv) liquidation preferences of the Company’s preferred stock and the likelihood of conversion of the preferred stock, (v) changes in the Company’s business operations, financial condition and results of operations over time, including cash balances and burn-rate, (vi) the status of new product development, and (vii) general financial market conditions. Subsequent to the IPO, the fair market value of common stock is based on the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market on the date of the grant. The fair value of employee stock options was estimated using the following assumptions: Expected Term. Expected Volatility. Risk-Free Interest Rate. Expected Dividend Yield. The assumptions used to estimate the fair value of stock options granted and ESPPs using the Black-Scholes option valuation model were as follows: Years Ended December 31, 2017 2016 2015 Stock Options Expected term (in years) 5.7 5.3 5.2 Expected volatility 71.5 % 69.9 % 69.9 % Risk-free interest rate 2.2 % 1.4 % 1.7 % Expected dividend yield — — — Weighted average estimated fair value $ 16.96 $ 11.49 $ 16.12 ESPPs Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.4 - 2.0 Expected volatility 52.8 - 77.2 % 61.9 - 80.7 % 58.5 - 69.0 % Risk-free interest rate 0.5 - 1.6 % 0.2 - 1.0 % 0.1 - 0.6 % Expected dividend yield — — — Weighted average estimated fair value $ 9.41 $ 9.94 $ 13.03 As of December 31, 2017, there was $37.6 million of total unrecognized compensation costs, net of estimated forfeitures, related to non-vested stock option awards granted that will be recognized on a straight-line basis over the weighted-average period of 2.39 years. As of December 31, 2017, there was $29.6 million of total unrecognized compensation costs, net of estimated forfeitures, related to non-vested RSUs granted that will be recognized on a straight-line basis over the weighted-average period of 2.70 years. Warrants The following warrants to purchase shares of Common Stock were issued in connection with certain facility and equipment lease financing arrangements and are outstanding at December 31, 2017: Year of Issuance Number of Shares Exercise Price per Share Reason for Issuance Expiration Date 2000 4,430 $ 15.00 Issued in connection with lease agreement Five years after initial public offering or upon merger or sale of the Company’s assets, whichever occurs first 4,430 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 10. Net Loss Per Share The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the three years presented (in thousands): Years Ended December 31, 2017 2016 2015 Employee stock options 11,550 13,660 13,583 RSUs outstanding 1,562 1,211 865 Warrants 4 4 7 13,116 14,875 14,455 |
FibroGen, Inc. 401(k) Plan
FibroGen, Inc. 401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
FibroGen, Inc. 401(k) Plan | 11. FibroGen, Inc. 401(k) Plan Substantially all of the Company’s full-time United States of America-based employees are eligible to make contributions to the Company’s 401(k) Plan. Under this plan, participating employees may defer up to 60% of their pretax salary during the year, but not more than statutory limits. The Company may elect to match employee contributions. Matching contributions of $2.5 million, $2.3 million and $2.5 million were made during years ended December 31, 2017, 2016 and 2015, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of loss before income taxes are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Domestic $ (101,234 ) $ (38,156 ) $ (66,411 ) Foreign (24,648 ) (23,595 ) (19,126 ) Loss before provision for income taxes $ (125,882 ) $ (61,751 ) $ (85,537 ) The provision for (benefit from) income taxes consists of the following (in thousands): Years Ended December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 2 2 2 Foreign 319 139 240 Total current $ 321 $ 141 $ 242 Deferred: Federal $ — $ (212 ) $ — State — — — Foreign — — — Total deferred $ — $ (212 ) $ — Total provision for (benefit from) income taxes $ 321 $ (71 ) $ 242 The following is the reconciliation between the statutory federal income tax rate and the Company’s effective tax rate: Years Ended December 31, 2017 2016 2015 Tax at statutory federal rate 34.0 % 34.0 % 34.0 % State tax — % — % — % Stock-based compensation expense 18.5 % (7.9 )% (4.6 )% Change in deferred tax assets due to rate change 43.9 % — % — % Change in valuation allowance due to rate change (43.9 )% — % — % Net operating losses not benefitted (43.8 )% (12.9 )% (21.7 )% Foreign net operating losses benefitted (6.7 )% (13.0 )% (7.6 )% Orphan drug credit (2.0 )% — % — % Other (0.3 )% (0.1 )% (0.4 )% Total (0.3 )% 0.1 % (0.3 )% Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31, 2017 2016 Federal and state net operating loss carryforwards $ 71,256 $ 42,900 Tax credit carryforwards 39,488 29,846 Foreign net operating loss carryforwards 15,052 11,704 Stock-based compensation 7,835 11,231 Lease obligations 2,737 4,414 Reserves and accruals 4,851 5,465 Deferred revenue 18,103 22,909 Other 420 741 Subtotal 159,742 129,210 Less: Valuation allowance (159,540 ) (128,995 ) Net deferred tax assets 202 215 Fixed assets (181 ) (122 ) Other (21 ) (93 ) Net deferred tax liabilities (202 ) (215 ) Total net deferred tax assets $ — $ — A valuation allowance has been provided to reduce the deferred tax assets to an amount management believes is more likely than not to be realized. Expected realization of the deferred tax assets for which a valuation allowance has not been recognized is based on upon the reversal of existing temporary differences and future taxable income. The valuation allowance increased by $30.5 million, $12.3 million and $22.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Due to uncertainty surrounding the realization of the favorable tax attributes in the future tax returns, the Company has established a valuation allowance against its otherwise recognizable net deferred tax assets. At December 31, 2017, the Company had net operating loss carryforwards available to offset future taxable income of approximately $306.0 million and $143.4 million for federal and state tax purposes, respectively. These carryforwards will begin to expire in 2026 for federal and 2018 for state purposes, if not utilized before these dates. The Company also had foreign net operating loss carryforwards of approximately $63.5 million which expire between 2018 and 2027 if not utilized. At December 31, 2017, the Company had approximately $38.8 million of federal and $22.9 million of California research and development tax credit and other tax credit carryforwards available to offset future taxable income. The federal credits begin to expire in 2018 and the California research credits have no expiration dates. On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as. The Company has calculated its best estimate of the impact of the Tax Act in accordance with our understanding of the Tax Act and guidance available as of the issuance of the consolidated financial statements. The tax rate decrease resulted in a reduction of $55.2 million in the Company’s deferred tax assets, and a corresponding decrease of the same amount in the valuation allowance against these deferred tax assets, as substantially all of the Company’s U.S. and foreign deferred tax assets, net of deferred tax liabilities, are subject to a full valuation allowance. Due to the adoption of ASU 2016-09 in 2017, the Company recorded a retrospective increase of $19.5 million in the deferred tax assets for previously unrecognized excess tax benefits that existed as of December 31, 2016, and a corresponding increase of $19.5 million in the valuation allowance against these deferred tax assets. In addition, all excess tax benefits and deficiencies are recognized as income tax expense and will result in increased volatility in the Company’s income tax. Federal and state tax laws impose substantial restrictions on the utilization of net operating loss and credit carryforwards in the event of an “ownership change” for tax purposes, as defined in IRC Section 382. The Company reviewed its stock ownership for year ended December 31, 2017 and concluded no ownership changes occurred which would result in a reduction of its net operating loss or in its research and development credits expiring unused. If additional ownership change occurs, the utilization of net operating loss and credit carryforwards could be significantly reduced. Uncertain Tax Positions The Company had unrecognized tax benefits of approximately $23.3 million as of December 31, 2017. Approximately $0.4 million of unrecognized tax benefits, if recognized, would affect the effective tax rate. The interest accrued as of December 31, 2017 and 2016 was immaterial. A reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the three years ended December 31, 2017 is as follows (in thousands): Federal Balance as of December 31, 2014 $ 19,122 Decrease due to prior positions (2,382 ) Increase due to current year position 7,473 Balance as of December 31, 2015 24,213 Decrease due to prior positions (7,109 ) Increase due to current year position 2,550 Balance as of December 31, 2016 19,654 Increase due to prior positions 303 Increase due to current year position 5,448 Decrease due to U.S. tax rate change (2,044 ) Balance as of December 31, 2017 $ 23,361 Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business. The Company does not anticipate a material change to its unrecognized tax benefits over the next twelve months that would affect the Company’s effective tax rate. The Company classifies interest and penalties as a component of tax expense, if any. The Company files income tax returns in the U.S. federal jurisdiction, U.S. state and other foreign jurisdictions. The U.S. federal and U.S. state taxing authorities may choose to audit tax returns for tax years beyond the statute of limitation period due to significant tax attribute carryforwards from prior years, making adjustments only to carryforward attributes. The foreign statute of limitation generally remains open from 2008 to 2017. The Company is not currently under audit in any tax jurisdiction. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions Astellas is an equity investor in the Company and considered a related party. During the years ended December 31, 2017, 2016 and 2015, the Company recorded revenue related to collaboration agreements with Astellas of $16.9 million, $25.8 million, and $21.6 million, respectively. During the years ended December 31, 2017, 2016 and 2015, the Company recorded expense related to collaboration agreements with Astellas of $1.0 million, $6.4 million and $9.8 million, respectively. As of December 31, 2017 and 2016, accounts receivable from Astellas were $4.0 million and $4.1 million, respectively, and amounts due to Astellas were $0.3 million and $1.6 million, respectively. The amounts due are included in accrued liabilities on the consolidated balance sheets. Julian N. Stern, a director of the Company from November 1996 through June 2017, is currently serving as corporate secretary of the Company and is of counsel to the law firm of Goodwin Procter LLP, which he joined in 2008. He has received, and continues to receive, no compensation from Goodwin Procter LLP since joining as counsel. The Company retains Goodwin Procter LLP as legal counsel for various matters, primarily consisting of intellectual property matters. There was no payment to Goodwin Procter LLP during the year ended December 31, 2017. During the year ended December 31, 2016, the Company’s payment to Goodwin Procter LLP was immaterial. During the year ended December 31, 2015, the Company made payments to Goodwin Procter LLP of $0.4 million. There was no accrued liability due to Goodwin Procter LLP in the consolidated balance sheet as of December 31, 2017 or 2016. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 14. Segment and Geographic Information The Company has determined that the chief executive officer is the chief operating decision maker (“CODM”). The CODM reviews financial information presented for the Company’s various clinical trial programs as well as results on a consolidated basis. License, milestone and collaboration services revenues received are not allocated to various programs for purposes of determining a profit measure and resource allocation decisions are made by the CODM based primarily on consolidated results. As such, the Company has concluded that it operates as one segment. Supplemental enterprise-wide information has been presented below. Geographic Revenues Geographic revenues, which are based on the bill to region, are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Europe $ 108,759 $ 153,669 $ 159,123 Japan (related party) 16,885 25,778 21,596 All other 24 130 109 Total revenue $ 125,668 $ 179,577 $ 180,828 Geographic Long-Lived Assets Property and equipment, net by geographic location are as follows (in thousands): December 31, 2017 2016 United States $ 107,228 $ 109,886 China 22,248 13,771 Total property and equipment $ 129,476 $ 123,657 Customer Concentration Substantially all of the Company’s revenues to date have been generated from the following collaboration partners that respectively accounted for more than 10% of the Company’s total revenue and accounts receivable: Percentage of Revenue Percentage of Accounts Receivable Years Ended December 31, December 31, 2017 2016 2015 2017 2016 Astellas—Related party 13 % 14 % 12 % 47 % 39 % AstraZeneca 87 % 86 % 88 % 53 % 61 % |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts (in thousands) Charged Charged Balance at (Credited) to Other Beginning of to Statement Accounts - Deductions, Balance at Year of Operation Equity Net End of Year Valuation allowances for deferred tax assets Year ended December 31, 2017 $ 128,995 $ 11,039 $ 19,506 $ — $ 159,540 Year ended December 31, 2016 $ 116,718 $ 12,277 $ — $ — $ 128,995 Year ended December 31, 2015 $ 94,731 $ 21,987 $ — $ — $ 116,718 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and its majority-owned subsidiaries, FibroGen Europe and FibroGen China Anemia Holdings, Ltd. (“FibroGen China”). All inter-company transactions and balances have been eliminated in consolidation. The Company operates in one segment — the discovery, development and commercialization of novel therapeutics to treat serious unmet medical needs. Based upon the current status of, and plans for, its product development, the Company believes that its existing cash and cash equivalents and its short term and long term investments, in addition to expected milestone payments related to certain collaboration agreements, will be adequate to satisfy the Company’s capital needs through at least the next 12 months from the issuance of the consolidated financial statements. However, the process of developing and commercializing products requires significant research and development, preclinical testing and clinical trials, manufacturing arrangements as well as regulatory approvals. These costs, together with the Company’s general and administrative expenses, are expected to result in operating losses until the commercialization of the Company’s products or partner collaborations generate sufficient revenue to cover expenses. To achieve sustained profitability, the Company, alone or with others, must successfully develop its product candidates, obtain required regulatory approvals and successfully manufacture and market its products. |
Foreign Currency Translation | Foreign Currency Translation The reporting currency of the Company and its subsidiaries is the United States (“U.S.”) dollar. The functional currency of FibroGen Europe is the Euro. The assets and liabilities of FibroGen Europe are translated to U.S. dollars at exchange rates in effect at the balance sheet date. All income statement accounts are translated at monthly average exchange rates. Resulting foreign currency translation adjustments are recorded directly in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. The functional currency of FibroGen, Inc. and all other subsidiaries is the U.S. dollar. Accordingly, monetary assets and liabilities in the non-functional currency of these subsidiaries are remeasured using exchange rates in effect at the end of the period. Revenues and costs in local currency are remeasured using average exchange rates for the period, except for costs related to those balance sheet items that are remeasured using historical exchange rates. The resulting remeasurement gains and losses are included within interest income and other, net in the consolidated statements of operations as incurred and have not been material for all periods presented. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. The more significant areas requiring the use of management estimates and assumptions include valuation and recognition of revenue, estimates of accruals related to clinical trial costs, valuation allowances for deferred tax assets, and valuation and recognition of stock-based compensation. On an ongoing basis, management reviews these estimates and assumptions. Changes in facts and circumstances may alter such estimates and actual results could differ from those estimates. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company is subject to risks associated with concentration of credit for cash and cash equivalents. A portion of cash on hand is invested in a diversified portfolio of investment grade corporate bonds issued by U.S. corporations as rated investment grade corporate bonds. Any remaining cash is deposited with major financial institutions in the U.S., Finland, China and the Cayman Islands. At times, such deposits may be in excess of insured limits. The Company has not experienced any loss on its deposits of cash and cash equivalents. Included in current assets are significant balances of accounts receivable as follows: December 31, 2017 2016 Astellas Pharma Inc. (“Astellas”)—Related party 47 % 39 % AstraZeneca AB (“AstraZeneca”) 53 % 61 % The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, the results of clinical trials and the achievement of milestones, market acceptance of the Company’s product candidates, competition from other products and larger companies, protection of proprietary technology, strategic relationships and dependence on key individuals. |
Cash, Cash Equivalents and Restricted Time Deposits | Cash, Cash Equivalents and Restricted Time Deposits The Company considers all highly liquid investments with maturities of three months or less and that are used in the Company’s cash management activities at the date of purchase to be cash equivalents. Cash and cash equivalents include money market accounts, various deposit accounts, and money market funds. Restricted time deposits include an irrevocable standby letter of credit as security deposit for a long-term property lease with the Company’s landlord. Restricted time deposits as of December 31, 2017 and 2016 totaled $5.2 million and $6.2 million, respectively. As of December 31, 2017, a total of $32.3 million of the Company’s cash and cash equivalents is held outside of the U.S. in the Company’s foreign subsidiaries to be used primarily for the Company’s China operations. |
Investments | Investments The Company classifies its investments as available-for-sale. Those investments with maturities less than 12 months are considered short-term investments. Those investments with maturities greater than 12 months are considered long-term investments. The Company’s investments classified as available-for-sale are recorded at fair value based upon quoted market prices at period end. Unrealized gains and losses that are deemed temporary in nature are recorded in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Premiums and discounts are amortized (accreted) over the life of the related security as an adjustment to its yield. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of investments sold. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Carrying amounts of certain of the Company’s financial instruments including cash equivalents, investments, receivables, accounts payable and accrued liabilities approximate fair value (refer to Note 4). |
Property and Equipment | Property and Equipment Property and equipment (except for costs of construction of certain long-lived assets — refer to Note 8) are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Computer equipment, laboratory equipment, and furniture and fixtures are depreciated over three to five years. Leasehold improvements are recorded at cost and amortized over the term of the lease or their useful life, whichever is shorter. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company continually evaluates whether events or circumstances have occurred that indicate that the estimated remaining useful life of its long-lived assets may warrant revision or that the carrying value of these assets may be impaired. If the Company determines that an impairment trigger has been met, the Company evaluates the realizability of its long-lived assets based on a comparison of projected undiscounted cash flows from use and eventual disposition with the carrying value of the related asset. Any write-downs (which are measured based on the difference between the fair value and the carrying value of the asset) are treated as permanent reductions in the carrying amount of the assets (asset group). Based on this evaluation, the Company believes that, as of each of the balance sheet dates presented, none of the Company’s long-lived assets were impaired. |
Revenue Recognition | Revenue Recognition Substantially all of the Company’s revenues to date have been generated from its collaboration agreements. The Company’s collaboration agreements include multiple deliverables, and the Company therefore follows the guidance in Accounting Standards Codification (“ASC”) Topic 605-25, Revenue Recognition—Multiple-Element Arrangements, • provides guidance on how deliverables in an arrangement should be separated and how the arrangement consideration should be allocated to the separate units of accounting; • requires an entity to determine the selling price of a separate deliverable using a hierarchy of (i) vendor-specific objective evidence (“VSOE”), (ii) third-party evidence (“TPE”), or (iii) best estimate of selling price (“BESP”); and • requires the allocation of the arrangement consideration, at the inception of the arrangement, to the separate units of accounting based on relative selling price. The Company evaluates all deliverables within an arrangement to determine whether or not they provide value on a stand-alone basis. Based on this evaluation, the deliverables are separated into units of accounting. The arrangement consideration that is fixed or determinable at the inception of the arrangement is allocated to the separate units of accounting based on their relative selling prices. Significant judgment may be required in determining whether a deliverable provides stand-alone value, determining the amount of arrangement consideration that is fixed or determinable, and estimating the stand-alone selling price of each unit of accounting. To date, the Company has determined that the selling price for the deliverables within its collaboration agreements should be determined using BESP, as neither VSOE nor TPE is available. The process for determining BESP involves significant judgment on the Company’s part and includes consideration of multiple factors, including assumptions related to the market opportunity and the time needed to commercialize a product candidate pursuant to the relevant license, estimated direct expenses and other costs, which include the rates normally charged by contract research and contract manufacturing organizations for development and manufacturing obligations, and rates that would be charged by qualified outsiders for committee services. For each unit of accounting identified within an arrangement, the Company determines the period over which the deliverables are provided and the performance obligation is satisfied. Service revenue is recognized using a proportional performance method. Direct labor hours or full time equivalents are typically used as the measurement of performance. Revenue may be recognized using a straight line method when performance is expected to occur roughly consistently over a period of time. Payments or reimbursements resulting from the Company’s research and development efforts for those arrangements where such efforts are considered as deliverables are recognized as the services are performed and are presented on a gross basis. To the extent payments are required to be made to the collaboration partners pursuant to research and development efforts, those costs are charged to research and development using the guidance pursuant to ASC 605-250 , Customer Payments and Incentives Each of the Company’s collaboration agreements includes milestones for which the Company follows ASC 605-28, Revenue Recognition—Milestone Method |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of independent research and development costs and the gross amount of costs associated with work performed under collaboration agreements. Research and development costs include employee-related expenses, expenses incurred under agreements with clinical research organizations (“CROs”), other clinical and preclinical costs and allocated direct and indirect overhead costs, such as facilities costs, information technology costs and other overhead. All research and development costs are expensed as incurred. |
Clinical Trial Accruals | Clinical Trial Accruals Clinical trial costs are a component of research and development expenses. The Company accrues and expenses clinical trial activities performed by third parties based upon actual work completed in accordance with agreements established with clinical research organizations and clinical sites. The Company determines the costs to be recorded based upon validation with the external service providers as to the progress or stage of completion of trials or services and the agreed-upon fee to be paid for such services. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of employee-related expenses for executive, operational, finance, legal and human resource functions. Other general and administrative expenses include facility-related costs and professional service fees, other outside services, recruiting fees and expenses associated with obtaining and maintaining patents. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes which requires the recognition of deferred tax assets and liabilities for expected future consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities using enacted tax rates. Management makes estimates, assumptions and judgments to determine the Company’s provision for income taxes and also for deferred tax assets and liabilities, and any valuation allowances recorded against the Company’s deferred tax assets. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. The calculation of the Company’s current provision for income taxes involves the use of estimates, assumptions and judgments while taking into account current tax laws, interpretation of current tax laws and possible outcomes of future tax audits. The Company has established reserves to address potential exposures related to tax positions that could be challenged by tax authorities. Although the Company believes its estimates, assumptions and judgments to be reasonable, any changes in tax law or its interpretation of tax laws and the resolutions of potential tax audits could significantly impact the amounts provided for income taxes in the Company’s consolidated financial statements. The calculation of the Company’s deferred tax asset balance involves the use of estimates, assumptions and judgments while taking into account estimates of the amounts and type of future taxable income. Actual future operating results and the underlying amount and type of income could differ materially from the Company’s estimates, assumptions and judgments thereby impacting the Company’s financial position and results of operations. The Company has adopted ASC 740-10, Accounting for Uncertainty in Income Taxes The Company includes interest and penalties related to unrecognized tax benefits within income tax expense in the Consolidated Statements of Operations. |
Stock-Based Compensation | Stock-Based Compensation The Company maintains equity incentive plans under which incentive and nonqualified stock options are granted to employees and non-employee consultants. Compensation expense relating to non-employee stock options has not been material for all the periods presented. The Company measures and recognizes compensation expense for all stock options and restricted stock units (“RSUs”) granted to its employees and directors based on the estimated fair value of the award on the grant date. The Company uses the Black-Scholes valuation model to estimate the fair value of stock option awards. The fair value is recognized as expense, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award, on a straight-line basis. The Company believes that the fair value of stock options granted to non-employees is more reliably measured than the fair value of the services received. As such, the fair value of the unvested portion of the options granted to non-employees is re-measured each period. The resulting increase in value, if any, is recognized as expense during the period the related services are rendered on a straight-line basis. The determination of the grant date fair value of options using an option pricing model is affected by the Company’s estimated Common Stock fair value and requires management to make a number of assumptions including the expected life of the option, the volatility of the underlying stock, the risk-free interest rate and expected dividends. The Company estimates the fair value of stock options using the Black-Scholes option valuation model. The fair value of employee stock options is being amortized on a straight-line basis over the requisite service period of the awards. The Company, in making its determinations of the fair value of its Common Stock, considered a variety of quantitative and qualitative factors, including (i) net present value of the Company’s projected earnings, (ii) fair market value of the stock of comparable publicly-traded companies, (iii) any third party transactions involving the Company’s convertible preferred stock, (iv) liquidation preferences of the Company’s preferred stock and the likelihood of conversion of the preferred stock, (v) changes in the Company’s business operations, financial condition and results of operations over time, including cash balances and burn-rate, (vi) the status of new product development, and (vii) general financial market conditions. Subsequent to the IPO, the fair market value of common stock is based on the closing price of the Company’s common stock as reported on the NASDAQ Global Select Market on the date of the grant. The fair value of employee stock options was estimated using the following assumptions: Expected Term. Expected Volatility. Risk-Free Interest Rate. Expected Dividend Yield. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) The Company is required to report all components of comprehensive income (loss), including net loss, in the consolidated financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources, including unrealized gains and losses on investments and foreign currency translation adjustments. Comprehensive gains (losses) have been reflected in the consolidated statements of comprehensive income (loss) for all periods presented. |
Recently Issued and Adopted Accounting Guidance | Recently Issued and Adopted Accounting Guidance In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) Compensation - Stock Compensation (Topic 718) . |
Recently Issued Accounting Guidance Not Yet Adopted | Recently Issued Accounting Guidance Not Yet Adopted In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers |
Collaboration Arrangements | Accounting for the Astellas Agreements For each of the Astellas agreements, the Company has evaluated the deliverables within the respective arrangements and has separated them into various units of accounting. Deliverables that did not provide standalone value have been combined with other deliverables to form a unit of accounting that collectively has standalone value, with revenue being recognized on the combined unit of accounting, rather than the individual deliverables. There are no right-of-return provisions for the delivered items in the Astellas agreements. For the Astellas agreements, the Company allocated arrangement consideration to various units of accounting based on BESP of each deliverable within each unit of accounting using the relative selling price method as the Company did not have VSOE or TPE of selling price for such deliverables. Arrangement consideration includes non-contingent upfront payments of $360.1 million and cumulative co-development billings of $151.7 million (for Europe Agreement) as of December 31, 2017. For the technology license under the Japan Agreement and Europe Agreement, BESP was determined primarily by using the discounted cash flow (“DCF”) method, which aggregates the present value of future cash flows to determine the valuation as of the effective date of each of the agreements. The DCF method involves the following key steps: 1) the determination of cash flow forecasts and 2) the selection of a range of comparative risk-adjusted discount rates to apply against the cash flow forecasts. The discount rates selected were based on expectations of the total rate of return, the rate at which capital would be attracted to the Company and the level of risk inherent within the Company. The discounts applied in the DCF analysis ranged from 17.5% to 20.0%. The Company’s cash flow forecasts were derived from probability-adjusted revenue and expense projections by territory. Such projections included consideration of taxes and cash flow adjustments. The probability adjustments were made after considering the likelihood of technical success at various stages of clinical trials and regulatory approval phases. BESP also considered certain future royalty payments associated with commercial performance of the Company’s compounds, transfer prices and expected gross margins. The units of accounting that were analyzed, along with their general timing of delivery or performance of service and general timing of revenue recognition, are as follows: • License to the Company’s technology existing at the effective date of the agreements. For both of the Astellas agreements, the license was delivered at the beginning of the agreement terms, or when the agreements were signed, and any contingencies had been removed. In both cases, the Company concluded at the time of the agreement that its collaboration partner, Astellas, would have the knowledge and capabilities to exploit the licenses without the Company’s further involvement. However, the Japan Agreement with Astellas has contractual limitations that might affect Astellas’ ability to exploit the license and therefore, potentially, the conclusion as to whether the license provides stand-alone value. In the Japan agreement, Astellas does not have the right to manufacture commercial supplies of the drug. In order to determine whether this characteristic of the agreement should lead to a conclusion that the license did not have stand-alone value, the Company considered the intent of the parties and the substantive reasons that led to that feature of the agreement. • Manufacturing rights. In the case of the Japan Agreement, the Company retained manufacturing rights largely because of the way the parties chose for FibroGen to be compensated under the agreement. At the time the agreement was signed, the Company believed that it was more advantageous upon commercialization to have a transfer price revenue model in place as opposed to a traditional sales-based model. The Company and Astellas could have structured the arrangement with a transfer of manufacturing rights and compensated the Company through a royalty or other feature without significantly diminishing the prospects of the drug product. Therefore, the Company determined that the license in Japan provides stand-alone value to the customer despite the lack of manufacturing rights. • License to the Company’s technology developed during the term of the agreement and development (referred to as “when and if available”) and information sharing services. These deliverables are generally delivered throughout the term of the agreements and are recognized as revenue as the services are provided. • Co-development services (Europe Agreement). This deliverable relates to co-development services that were reasonably expected to be performed by the Company at the time the collaboration agreement was signed. Revenue is recognized as reimbursements for such co-development services are earned. The period related to this deliverable represented the Company’s determination of the non-contingent performance period, which was estimated to be 36 months for the Europe Agreement from the signing of the agreement. There was no provision for co-development services in the Japan agreement. • Manufacturing of clinical supplies of products. This deliverable is satisfied as supplies for clinical product are delivered for use in the Company’s clinical trial programs during the development period, or pre-commercialization period. Revenue is recognized based on the estimated proportion of the development services performed during the development period. These estimates are made at the beginning of each accounting period and will likely change throughout the course of the terms of both agreements. As new information related to these estimates becomes available, the Company may adjust the timing of revenue recognition related to this unit of accounting. • Manufacturing commercial supplies of products. This deliverable is satisfied and revenue is recognized as supplies are shipped for commercial use during the commercialization period. As this deliverable is considered a contingent deliverable, it is outside the scope of the initial allocation of upfront and other consideration. • Committee service. This deliverable is satisfied and revenue is recognized throughout the course of the various agreements as meetings are attended. Any consideration received for each Astellas Under the Japan Agreement, the Company is also eligible to receive from Astellas an aggregate of approximately $132.5 million in potential milestone payments, comprised of (i) up to $22.5 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $95.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, and (iii) up to approximately $15.0 million in milestone payments upon the achievement of specified commercial sales milestone. Under the Europe Agreement, the Company is also eligible to receive from Astellas an aggregate of approximately $425.0 million in potential milestone payments, comprised of (i) up to $90.0 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $335.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, including up to $25.0 million in milestone payments in connection with receipt of marketing approval in Russia. Accounting for the AstraZeneca Agreements The Company evaluated whether the U.S./RoW and China Agreements should be accounted for as a single arrangement and concluded that the agreements should be accounted for as a single arrangement with the presumption that two or more agreements executed with a single customer at or around the same time should be presumed to be a single arrangement. Accordingly, upfront and other non-contingent arrangement consideration received and to be received has been and will be pooled together and allocated to each of the units of accounting in both the U.S./RoW and China Agreements based on their relative fair values. The Company evaluated the deliverables within the arrangement and has separated them into various units of accounting. Deliverables that did not provide stand-alone value have been combined with other deliverables to form a unit of accounting that collectively has stand-alone value, with revenue being recognized on the combined unit of accounting, rather than the individual deliverables. There are no right-of-return provisions for the delivered items in the agreements. For the technology license under the AstraZeneca U.S./RoW Agreement, BESP was determined based on a two-step process. The first step involved determining an implied royalty rate that would result in the net present value of future cash flows to equal to zero (i.e. where the implied royalty rate on the transaction would equal the target return for the investment). This results in an upper bound estimation of the magnitude of royalties that a hypothetical acquirer would reasonably pay for the forecasted cash flow stream. The Company’s cash flow forecasts were derived from probability-adjusted revenue and expense projections. Such projections included consideration of taxes and cash flow adjustments. The probability adjustments were made after considering the likelihood of technical success at various stages of clinical trials and regulatory approval phases. The second step involved applying the implied royalty rate, which was determined to be 40%, against the probability-adjusted projected net revenues by territory and determining the value of the license as the net present value of future cash flows after adjusting for taxes. The discount rate utilized was 17.5%. U.S./RoW Agreement: The units of accounting that were analyzed, along with their general timing of delivery or performance of service and general timing of revenue recognition, are as follows: • License to the Company’s technology existing at the effective date of the agreements. For the U.S./RoW Agreement, the license was delivered at the beginning of the agreement terms as all contingencies had been removed. The Company concluded that AstraZeneca has the knowledge and capabilities to exploit the U.S./RoW license without the Company’s further involvement. • Co-development services. This deliverable relates to co-development services which were reasonably expected to be performed by the Company at the time the Agreement was signed. Revenue is recognized as reimbursements for such co-development services are earned. The period related to this deliverable represented the Company’s determination of the non-contingent performance period, which was estimated to be 89 months from the signing of the U.S./RoW Agreement. • Manufacturing of clinical supplies of products. This deliverable is satisfied as supplies for clinical product are delivered for use in the Company’s clinical trial programs during the development period, or pre-commercialization period. Revenue is recognized based on the estimated proportion of the development services performed during the development period. These estimates are made at the beginning of each accounting period and will likely change throughout the course of the agreements. As new information related to these estimates becomes available, the Company may adjust the timing of revenue recognition related to this unit of accounting. • Manufacturing commercial supplies of products. This deliverable is satisfied and revenue is recognized as supplies are shipped for commercial use during the commercialization period. As this deliverable is considered a contingent deliverable, it is outside the scope of the initial allocation of upfront and other consideration. • Committee service. This deliverable is satisfied and revenue is recognized throughout the course of the various agreements as meetings are attended. Under the terms of the U.S./RoW Agreement, AstraZeneca has agreed to pay upfront, non-contingent and time-based payments totaling $374.0 million. Out of this amount, $82.0 million was determined to be fixed and determinable upon the execution of the collaboration agreement. Out of the remaining payments of $292.0 million, which are contractually due, $230.0 million had extended payment terms and, accordingly, were not considered to be fixed or determinable upon the execution of the agreement. As such, for these remaining payments, the amount of revenue recognized was limited to the amount of cash consideration received; additionally, for each of the amounts received, the amount of revenue recognized was determined on the basis of applying the relative selling price method to each of the units of accounting underlying the agreement. Further, $62.0 million of the remaining payment was contingent upon the occurrence of a specified event and accordingly was also not considered fixed or determinable. The payments of totaling $374.0 million were fully received in various amounts through June 2016. Under the U.S./RoW Agreement, the Company is also eligible to receive from AstraZeneca an aggregate of approximately $875.0 million in potential milestone payments, comprised of (i) up to $65.0 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $325.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, (iii) up to $160.0 million in non-substantive deferred approval milestone, which would be paid if certain competitors do not launch an HIF compound in the U.S. on or before January 1, 2023 and (iv) up to approximately $325.0 million in milestone payments upon the achievement of specified commercial sales events. China Agreement: The units of accounting that were analyzed, along with their general timing of delivery or performance of service and general timing of revenue recognition, are as follows: • License to the Company’s technology existing at the effective date of the agreement. The license was delivered at the beginning of the agreement term as all contingencies had been removed. However, the China Agreement with AstraZeneca has contractual limitations that might affect AstraZeneca’s ability to exploit the license and therefore, potentially, the conclusion as to whether the license provides stand-alone value. In the China Agreement, AstraZeneca does not have the right to manufacture commercial supplies of the drug. In order to determine whether this characteristic of the arrangement should lead to a conclusion that the license did not have stand-alone value, the Company considered the intent of the parties and the substantive reasons that led to that feature of the agreement. For the China Agreement, the Company retained manufacturing rights as an essential part of a strategy to pursue domestic regulatory pathway for product approval which requires the regulatory licensure of the manufacturing facility in order to commence commercial shipment. The prospects for the collaboration as a whole would have been substantially different had manufacturing rights been provided to AstraZeneca. Because the retention of manufacturing rights by the Company was a significant factor in the collaboration strategy, rather than simply a mechanism to properly compensate FibroGen, management concluded that the license and development services do not have stand-alone value apart from the manufacturing rights. Accordingly, all the deliverables identified, including co-development services, under the China Agreement have been treated as a single unit of account and all revenue allocable to this unit of account is deferred until delivery of commercial drug product has begun. Upon commencement of delivery of commercial drug product, revenue would be recognized in a pattern consistent with estimated deliveries of the commercial drug product. Under the terms of the China Agreement, AstraZeneca agreed to pay upfront consideration totaling $28.2 million, of which $16.2 million was received as of December 31, 2013 and was determined to be fixed and determinable upon the execution of the collaboration agreement. The remainder of the upfront payments of $12.0 million had extended payment terms and, accordingly, was not considered to be fixed or determinable upon the execution of the agreement. This payment of $12.0 million was received as of March 31, 2014. Under the China Agreement, the Company is also eligible to receive from AstraZeneca an aggregate of approximately $348.5 million in potential milestone payments, comprised of (i) up to $15.0 million in substantive milestone payments upon achievement of specified clinical and development milestone events, (ii) up to $146.0 million in substantive milestone payments upon achievement of specified regulatory milestone events, and (iii) up to approximately $187.5 million in milestone payments upon the achievement of specified commercial sales and other events. As the Company is accounting for both the U.S./RoW and China Agreements as one arrangement, any consideration received after the initial proceeds on the agreement signing date were also (and will be also) allocated to the various units of accounting above using the relative selling price method under ASC 605-25. |
Other Revenues | Other Revenues Other revenues consist primarily of collagen material sold for research purposes. Other revenues were immaterial for each of the three years ended December 31, 2017. |
Deferred Revenue | Deferred Revenue Deferred revenue represents amounts billed to the Company’s collaboration partners for which the related revenues have not been recognized because one or more of the revenue recognition criteria have not been met. The current portion of deferred revenue represents the amount to be recognized within one year from the balance sheet date based on the estimated performance period of the underlying deliverables. The long term portion of deferred revenue represents amounts to be recognized after one year through the end of the non-contingent performance period of the underlying deliverables. The long term portion of deferred revenue also includes amounts allocated to the China unit of accounting under the AstraZeneca arrangement as revenue recognition associated with this unit of accounting is tied to the commercial launch of the products within China, which is not expected to occur within the next year. |
Fair Value Measurements | Fair Value Measurements In accordance with the authoritative guidance on fair value measurements and disclosures under U.S. GAAP, the Company presents all financial assets and liabilities and any other assets and liabilities that are recognized or disclosed at fair value on a nonrecurring basis. The guidance defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair-value measurements. The guidance also requires fair value measurements be classified and disclosed in one of the following three categories: Level 1 : Quoted prices in active markets for identical assets or liabilities. Level 2 : Observable inputs other than quoted prices in active markets for identical assets or liabilities. Level 3 : Unobservable inputs. The Company values certain assets and liabilities, focusing on the inputs used to measure fair value, particularly in instances where the measurement uses significant unobservable (Level 3) inputs. The Company’s financial instruments are valued using quoted prices in active markets (Level 1) or based upon other observable inputs (Level 2). The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and considers factors specific to the asset or liability. In addition, the categories presented do not suggest how prices may be affected by the size of the purchases or sales, particularly with the largest highly liquid financial issuers who are in markets continuously with non-equity instruments, or how any such financial assets may be impacted by other factors such as U.S. government guarantees. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Significant Balance of Accounts Receivable | The Company has not experienced any loss on its deposits of cash and cash equivalents. Included in current assets are significant balances of accounts receivable as follows: December 31, 2017 2016 Astellas Pharma Inc. (“Astellas”)—Related party 47 % 39 % AstraZeneca AB (“AstraZeneca”) 53 % 61 % |
Collaboration Agreements (Table
Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Japan [Member] | |
Summary of Revenue Recognized under Agreement | Amounts recognized as revenue under the Japan Agreement are shown below (in thousands): Years Ended December 31, Agreement Deliverable 2017 2016 2015 Japan License $ 1,310 $ 3,465 $ 1,024 Milestones — 10,000 — Total license and milestone revenue $ 1,310 $ 13,465 $ 1,024 Collaboration services revenue* $ 64 $ 166 $ 198 * When and if available compounds, manufacturing — clinical supplies and committee services have each been identified as separate units of accounting with standalone value and amounts allocable to these elements have been recognized and classified within the Collaboration services revenue line item within the consolidated statements of operations. |
Total Arrangement Consideration Allocated to Deliverables along with Associated Deferred Revenue | The total arrangement consideration has been allocated to each of the following deliverables under the Japan Agreement, along with any associated deferred revenue as follows (in thousands): Cumulative Revenue Through December 31, 2017 Deferred Revenue at December 31, 2017 Total Consideration Through December 31, 2017 License $ 47,020 $ — $ 47,020 When and if available compounds 25 24 49 Manufacturing--clinical supplies 2,180 — 2,180 Committee services 21 — 21 Total license and collaboration services revenue $ 49,246 $ 24 $ 49,270 |
Europe [Member] | |
Summary of Revenue Recognized under Agreement | Amounts recognized as revenue under the Europe Agreement were as follows (in thousands): Years Ended December 31, Agreement Deliverable 2017 2016 2015 Europe License $ 13,997 $ 10,956 $ 17,677 Milestones — — — Total license and milestone revenue $ 13,997 $ 10,956 $ 17,677 Collaboration services revenue* $ 1,514 $ 1,191 $ 2,697 * When and if available compounds, manufacturing — clinical supplies, development services — in progress at the time of signing of the agreement, and committee services have each been identified as a separate unit of accounting with standalone value and amounts allocable to these units have been recognized in revenue as services are performed and classified within the Collaboration services revenue line item within the consolidated statements of operations. |
Total Arrangement Consideration Allocated to Deliverables along with Associated Deferred Revenue | The total arrangement consideration has been allocated to each of the following deliverables under the Europe Agreement, along with any associated deferred revenue as follows (in thousands): Cumulative Revenue Through December 31, 2017 Deferred Revenue at December 31, 2017 Total Consideration Through December 31, 2017 License $ 426,270 $ — $ 426,270 When and if available compounds 423 388 811 Manufacturing--clinical supplies 10,210 — 10,210 Development services--in progress 34,153 — 34,153 Committee services 295 — 295 Total license and collaboration services revenue $ 471,351 $ 388 $ 471,739 |
U.S./RoW [Member] | |
Summary of Revenue Recognized under Agreement | Amounts recognized as revenue under the U.S./RoW and China Agreements were as follows (in thousands): Years Ended December 31, Agreement Deliverable 2017 2016 2015 U.S. / RoW and China License $ 65,749 $ 112,931 $ 114,392 Milestones 15,000 — 15,000 Total license and milestone revenue $ 80,749 $ 112,931 $ 129,392 Collaboration services revenue* $ 28,010 $ 40,738 $ 29,731 China single unit of accounting** $ — $ — $ — * Co-development, information sharing, and committee services have been combined into a single unit of accounting because the requirements to share information and serve on committees are useful only in combination with the development services, and because all three items are delivered over the same period while manufacturing — clinical supplies has been identified as a separate unit of accounting with standalone value and amounts allocable to this unit of accounting have been recognized and classified within the Collaboration services revenue line item within the consolidated statements of operations. ** All revenues attributable to the China unit of accounting are deferred until all deliverables are met. The China license and collaboration services elements have been combined into a single unit of accounting and consideration allocable to this unit is being deferred due to FibroGen’s retention of manufacturing rights and lack of standalone value. |
Total Arrangement Consideration Allocated to Deliverables along with Associated Deferred Revenue | The total arrangement consideration has been allocated to each of the following deliverables under the U.S./RoW and China Agreements, along with any associated deferred revenue as follows (in thousands): Cumulative Revenue Through December 31, 2017 Deferred Revenue at December 31, 2017 Total Consideration Through December 31, 2017 License $ 468,446 $ — $ 468,446 Co-development, information sharing & committee services 118,679 23,744 142,423 Manufacturing--clinical supplies 463 24 487 China-single unit of accounting — 96,019 96,019 Total license and collaboration services revenue $ 587,588 $ 119,787 $ 707,375 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Assets Measured on Recurring Basis | The fair values of the Company’s financial assets that are measured on a recurring basis are as follows (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Corporate bonds $ — $ 53,943 $ — $ 53,943 Bond and mutual funds 18,402 — — 18,402 Equity investments 221 — — 221 Money market funds 569,942 — — 569,942 Total $ 588,565 $ 53,943 $ — $ 642,508 December 31, 2016 Level 1 Level 2 Level 3 Total Corporate bonds $ — $ 126,683 $ — $ 126,683 Bond and mutual funds 22,462 — — 22,462 Equity investments 225 — — 225 Money market funds 94,543 — — 94,543 Certificate of deposits — 1,037 — 1,037 Total $ 117,230 $ 127,720 $ — $ 244,950 |
Fair Values of Financial Liabilities Carried at Historical Cost | The fair values of the Company’s financial liabilities that are carried at historical cost are as follows (in thousands): December 31, 2017 Level 1 Level 2 Level 3 Total Lease financing obligations $ — $ — $ 98,476 $ 98,476 December 31, 2016 Level 1 Level 2 Level 3 Total Lease financing obligations $ — $ — $ 97,856 $ 97,856 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | Cash and cash equivalents consisted of the following (in thousands): December 31, 2017 2016 Cash $ 103,716 $ 79,239 Money market funds 569,942 94,543 Total cash and cash equivalents $ 673,658 $ 173,782 |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 19,497 $ 18,533 Computer equipment 6,006 5,678 Furniture and fixtures 5,575 5,533 Leasehold improvements 93,758 93,564 Building shell (Refer to Note 8) 53,879 53,879 Construction in progress 10,402 109 Total property and equipment $ 189,117 $ 177,296 Less: accumulated depreciation (59,641 ) (53,639 ) Property and equipment, net $ 129,476 $ 123,657 |
Summary of Amortized Cost, Gross Unrealized Holding Gains or Losses, and Fair Value of Available-for-Sale Investments | All investments are classified as available-for-sale. The amortized cost, gross unrealized holding gains or losses, and fair value of the Company’s available-for-sale investments by major investments type are summarized in the tables below (in thousands): December 31, 2017 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Corporate bonds $ 53,985 $ 4 $ (46 ) $ 53,943 Bond and mutual funds 17,249 1,153 — 18,402 Equity investments 126 95 — 221 Total investments $ 71,360 $ 1,252 $ (46 ) $ 72,566 December 31, 2016 Amortized Cost Gross Unrealized Holding Gains Gross Unrealized Holding Losses Fair Value Corporate bonds $ 126,550 $ 182 $ (49 ) $ 126,683 Certificate of deposits 1,037 — — 1,037 Bond and mutual funds 22,305 157 — 22,462 Equity investments 125 100 — 225 Total investments $ 150,017 $ 439 $ (49 ) $ 150,407 |
Summary of Contractual Maturities Available-for-Sale Investments at Fair Value | The contractual maturities of available-for-sale investments were as follows (in thousands): December 31, 2017 Within one year $ 53,943 After one year through four years — Total debt investments 53,943 Bond and mutual funds 18,402 Equity investments 221 Total investments $ 72,566 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): December 31, 2017 2016 Preclinical and clinical trial accruals $ 32,321 $ 29,550 Payroll and related accruals 18,810 14,232 Property taxes and other 4,201 451 Professional services 1,991 1,252 Other 6,458 5,429 Total accrued liabilities $ 63,781 $ 50,914 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under all Non-Cancelable Operating Lease Obligations | Future minimum lease payments under all non-cancelable operating lease obligations as of December 31, 2017 are as follows (in thousands): Year Ending Operating Leases 2018 $ 445 2019 310 2020 155 2021 25 2022 16 Total minimum payments $ 951 |
Schedule of Future Minimum Lease Payments on Consolidated Basis Under Company's Facility Financing Lease Obligations | Future minimum lease payments, on a consolidated basis, under the Company’s facility lease financing obligations as of December 31, 2017 are as follows (in thousands): Year Ending Lease financing obligations 2018 $ 14,250 2019 14,466 2020 14,687 2021 14,171 2022 14,335 Thereafter 12,873 Total minimum payments $ 84,782 |
Equity and Stock-based Compen31
Equity and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Common Stock Reserved for Future Issuance | Shares of Common Stock outstanding, shares of stock plans outstanding and shares reserved for future issuance related to stock options and RSUs grant and the Company’s Employee Stock Purchase Plan (“ESPP”) purchases are as follows (in thousands): December 31, 2017 2016 Common stock outstanding 82,498 63,665 Stock options outstanding 11,550 13,660 RSUs outstanding 1,562 1,211 Common stock warrants outstanding 4 4 Shares reserved for future stock options and RSUs grant 4,190 4,032 Shares reserved for future ESPP offering 2,024 1,638 Total shares of common stock reserved 101,828 84,210 |
Summary of Stock Option Transactions | Stock option transactions, including forfeited options granted under the 2014 Plan as well as prior plans, are summarized below: Shares (In thousands) Weighted Average Exercise per Share Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value (In thousands) Outstanding at December 31, 2016 13,660 $ 11.35 Granted 1,923 26.95 Exercised (3,827 ) 8.10 Expired (34 ) 24.58 Forfeited (172 ) 22.05 Outstanding at December 31, 2017 11,550 14.82 5.80 $ 376,670 Vested and expected to vest, December 31, 2017 11,550 14.82 5.80 376,670 Exercisable at December 31, 2017 8,319 $ 10.98 4.71 $ 303,049 |
Summary of RSU Activity | The following table summarizes RSU activity: Shares (In thousands) Fair Value at Grant Unvested at December 31, 2016 1,211 $ 21.60 Granted 978 26.59 Vested (563 ) 21.34 Forfeited (64 ) 23.34 Unvested at December 31, 2017 1,562 $ 24.75 |
Schedule of Allocated Stock-Based Compensation Expense | Stock-based compensation expense allocated to research and development and general and administrative expense for the years ended December 31, 2017, 2016, and 2015 was as follows (in thousands): Years Ended December 31, 2017 2016 2015 Research and development $ 21,807 $ 19,070 $ 16,987 General and administrative 15,732 13,062 10,694 Total stock-based compensation expense $ 37,539 $ 32,132 $ 27,681 |
Schedule of Assumptions used to Estimate Fair Value of Stock Options Granted and Employee Stock Purchase Plans | The assumptions used to estimate the fair value of stock options granted and ESPPs using the Black-Scholes option valuation model were as follows: Years Ended December 31, 2017 2016 2015 Stock Options Expected term (in years) 5.7 5.3 5.2 Expected volatility 71.5 % 69.9 % 69.9 % Risk-free interest rate 2.2 % 1.4 % 1.7 % Expected dividend yield — — — Weighted average estimated fair value $ 16.96 $ 11.49 $ 16.12 ESPPs Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.4 - 2.0 Expected volatility 52.8 - 77.2 % 61.9 - 80.7 % 58.5 - 69.0 % Risk-free interest rate 0.5 - 1.6 % 0.2 - 1.0 % 0.1 - 0.6 % Expected dividend yield — — — Weighted average estimated fair value $ 9.41 $ 9.94 $ 13.03 |
Schedule of Warrants to Purchase Shares of Common Stock | The following warrants to purchase shares of Common Stock were issued in connection with certain facility and equipment lease financing arrangements and are outstanding at December 31, 2017: Year of Issuance Number of Shares Exercise Price per Share Reason for Issuance Expiration Date 2000 4,430 $ 15.00 Issued in connection with lease agreement Five years after initial public offering or upon merger or sale of the Company’s assets, whichever occurs first 4,430 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the three years presented (in thousands): Years Ended December 31, 2017 2016 2015 Employee stock options 11,550 13,660 13,583 RSUs outstanding 1,562 1,211 865 Warrants 4 4 7 13,116 14,875 14,455 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Domestic $ (101,234 ) $ (38,156 ) $ (66,411 ) Foreign (24,648 ) (23,595 ) (19,126 ) Loss before provision for income taxes $ (125,882 ) $ (61,751 ) $ (85,537 ) |
Schedule of Components of Provision For (Benefit From) Income Taxes | The provision for (benefit from) income taxes consists of the following (in thousands): Years Ended December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 2 2 2 Foreign 319 139 240 Total current $ 321 $ 141 $ 242 Deferred: Federal $ — $ (212 ) $ — State — — — Foreign — — — Total deferred $ — $ (212 ) $ — Total provision for (benefit from) income taxes $ 321 $ (71 ) $ 242 |
Schedule of Reconciliation Between Statutory Federal Income Tax Rate and Effective Tax Rate | The following is the reconciliation between the statutory federal income tax rate and the Company’s effective tax rate: Years Ended December 31, 2017 2016 2015 Tax at statutory federal rate 34.0 % 34.0 % 34.0 % State tax — % — % — % Stock-based compensation expense 18.5 % (7.9 )% (4.6 )% Change in deferred tax assets due to rate change 43.9 % — % — % Change in valuation allowance due to rate change (43.9 )% — % — % Net operating losses not benefitted (43.8 )% (12.9 )% (21.7 )% Foreign net operating losses benefitted (6.7 )% (13.0 )% (7.6 )% Orphan drug credit (2.0 )% — % — % Other (0.3 )% (0.1 )% (0.4 )% Total (0.3 )% 0.1 % (0.3 )% |
Schedule of Significant Components of Deferred Tax Assets | Significant components of the Company’s deferred tax assets are as follows (in thousands): December 31, 2017 2016 Federal and state net operating loss carryforwards $ 71,256 $ 42,900 Tax credit carryforwards 39,488 29,846 Foreign net operating loss carryforwards 15,052 11,704 Stock-based compensation 7,835 11,231 Lease obligations 2,737 4,414 Reserves and accruals 4,851 5,465 Deferred revenue 18,103 22,909 Other 420 741 Subtotal 159,742 129,210 Less: Valuation allowance (159,540 ) (128,995 ) Net deferred tax assets 202 215 Fixed assets (181 ) (122 ) Other (21 ) (93 ) Net deferred tax liabilities (202 ) (215 ) Total net deferred tax assets $ — $ — |
Schedule of Reconciliation of the Beginning and Ending Amounts of Unrecognized Income Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized income tax benefits during the three years ended December 31, 2017 is as follows (in thousands): Federal Balance as of December 31, 2014 $ 19,122 Decrease due to prior positions (2,382 ) Increase due to current year position 7,473 Balance as of December 31, 2015 24,213 Decrease due to prior positions (7,109 ) Increase due to current year position 2,550 Balance as of December 31, 2016 19,654 Increase due to prior positions 303 Increase due to current year position 5,448 Decrease due to U.S. tax rate change (2,044 ) Balance as of December 31, 2017 $ 23,361 |
Segment and Geographic Inform34
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | Geographic revenues, which are based on the bill to region, are as follows (in thousands): Years Ended December 31, 2017 2016 2015 Europe $ 108,759 $ 153,669 $ 159,123 Japan (related party) 16,885 25,778 21,596 All other 24 130 109 Total revenue $ 125,668 $ 179,577 $ 180,828 |
Schedule of Long Lived Assets by Geographic Area | Property and equipment, net by geographic location are as follows (in thousands): December 31, 2017 2016 United States $ 107,228 $ 109,886 China 22,248 13,771 Total property and equipment $ 129,476 $ 123,657 |
Schedule of Customer Concentration by Collaboration Partners | Substantially all of the Company’s revenues to date have been generated from the following collaboration partners that respectively accounted for more than 10% of the Company’s total revenue and accounts receivable: Percentage of Revenue Percentage of Accounts Receivable Years Ended December 31, December 31, 2017 2016 2015 2017 2016 Astellas—Related party 13 % 14 % 12 % 47 % 39 % AstraZeneca 87 % 86 % 88 % 53 % 61 % |
The Company - Additional Inform
The Company - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 24, 2017 | Apr. 11, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Description [Line Items] | |||||
Net proceeds from offering | $ 34,910 | $ 9,881 | $ 14,992 | ||
Follow On Offering | |||||
Business Description [Line Items] | |||||
Common stock shares sold | 9,200,000 | 5,228,750 | |||
Public offering price | $ 40.75 | $ 22.95 | |||
Net proceeds from offering | $ 356,200 | $ 115,100 | |||
Underwriting discounts and commissions | 18,700 | 4,900 | |||
Offering expenses | $ 400 | $ 600 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 01, 2015USD ($) | |
Accounting Policy [Line Items] | |||||
Number of operating segment | Segment | 1 | ||||
Highly liquid investment maturity period | three months or less | ||||
Restricted time deposits | $ 5,181,000 | $ 6,217,000 | |||
Cash and cash equivalents | $ 673,658,000 | 173,782,000 | $ 153,324,000 | $ 165,455,000 | |
Long term Investments Maturity | 12 months | ||||
Short term investments Maturity | 12 months | ||||
Impairment of long-lived assets | $ 0 | ||||
Increase in valuation allowance | 30,500,000 | 12,300,000 | $ 22,000,000 | ||
New Revenue Standards [Member] | Revenue [Member] | |||||
Accounting Policy [Line Items] | |||||
Increase (reduction) in revenue | 5,300,000 | $ 3,600,000 | $ (8,400,000) | ||
ASU 2016-09 [Member] | |||||
Accounting Policy [Line Items] | |||||
Retrospective increase in deferred tax assets for previously unrecognized excess tax benefits | 19,500,000 | ||||
Increase in valuation allowance | 19,500,000 | ||||
Net impact to accumulated deficit | $ 0 | ||||
ASU 2014-09 [Member] | Accumulated Deficit [Member] | |||||
Accounting Policy [Line Items] | |||||
Increase in accumulative deficit | $ 35,200,000 | ||||
Minimum [Member] | Computer Equipment [Member] | |||||
Accounting Policy [Line Items] | |||||
Property and equipment estimated useful life | 3 years | ||||
Minimum [Member] | Laboratory Equipment [Member] | |||||
Accounting Policy [Line Items] | |||||
Property and equipment estimated useful life | 3 years | ||||
Minimum [Member] | Furniture and Fixtures [Member] | |||||
Accounting Policy [Line Items] | |||||
Property and equipment estimated useful life | 3 years | ||||
Maximum [Member] | Computer Equipment [Member] | |||||
Accounting Policy [Line Items] | |||||
Property and equipment estimated useful life | 5 years | ||||
Maximum [Member] | Laboratory Equipment [Member] | |||||
Accounting Policy [Line Items] | |||||
Property and equipment estimated useful life | 5 years | ||||
Maximum [Member] | Furniture and Fixtures [Member] | |||||
Accounting Policy [Line Items] | |||||
Property and equipment estimated useful life | 5 years | ||||
Foreign subsidiaries [Member] | |||||
Accounting Policy [Line Items] | |||||
Cash and cash equivalents | $ 32,300,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Schedule of Significant Balance of Accounts Receivable (Detail) - Accounts Receivable [Member] - Credit Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Astellas Agreement [Member] | ||
Accounting Policy [Line Items] | ||
Concentration risk, percentage | 47.00% | 39.00% |
AstraZeneca Agreements [Member] | ||
Accounting Policy [Line Items] | ||
Concentration risk, percentage | 53.00% | 61.00% |
Collaboration Agreements - Aste
Collaboration Agreements - Astellas Agreements - Additional Information (Detail) - Astellas Agreement [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | 35 Months Ended | 45 Months Ended | ||||||
Apr. 30, 2006 | Jun. 30, 2005 | Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Feb. 28, 2009 | Feb. 28, 2009 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront, non-contingent and time-based payments received | $ 360,100 | ||||||||||
Japan [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront, non-contingent and time-based payments received | $ 40,100 | ||||||||||
Development and regulatory approval milestones | $ 117,500 | ||||||||||
Commercial sales milestone | $ 15,000 | ||||||||||
Additional consideration based on net sales description | Low 20% range | ||||||||||
Clinical development milestones | $ 12,500 | ||||||||||
Milestones revenue | $ 10,000 | $ 0 | $ 10,000 | $ 0 | |||||||
Europe [Member] | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Upfront, non-contingent and time-based payments received | $ 320,000 | ||||||||||
Development and regulatory approval milestones | $ 425,000 | ||||||||||
Additional consideration based on net sales description | Low 20% range | ||||||||||
Clinical development milestones | $ 50,000 | $ 40,000 | |||||||||
Milestones revenue | $ 0 | $ 0 | $ 0 | ||||||||
Percentage of joint development costs committed to fund | 50.00% |
Collaboration Agreements - Astr
Collaboration Agreements - AstraZeneca Agreements - Additional Information 1 (Detail) - AstraZeneca Agreements [Member] - USD ($) $ in Thousands | Jul. 30, 2013 | Dec. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
U.S./RoW [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Expected upfront, non-contingent and time-based payments | $ 374,000 | |||||||
Development and regulatory approval milestones | 550,000 | |||||||
Commercial sales milestone | 325,000 | |||||||
Shared development costs | $ 233,000 | |||||||
Additional consideration based on net sales description | Low 20% range | |||||||
Contingent payment | 62,000 | |||||||
Milestone payment, revenue recognition | $ 15,000 | $ 0 | $ 15,000 | |||||
U.S./RoW [Member] | FibroGen, Inc. [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Shared development costs | $ 116,500 | |||||||
U.S./RoW [Member] | Development Milestones [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Receipt of development milestone payment | $ 15,000 | |||||||
China [Member] | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Development and regulatory approval milestones | 161,000 | |||||||
Commercial sales milestone | 167,500 | |||||||
Proceeds from upfront payments | 28,200 | |||||||
Contingent payment | $ 20,000 | |||||||
Estimated joint development service period | 2,018 | |||||||
Estimated joint development extended service period | 2,020 | |||||||
Milestone payment, revenue recognition | $ 15,000 |
Collaboration Agreements - Acco
Collaboration Agreements - Accounting for the Astellas Agreements - Additional Information 2 (Detail) - Astellas Agreement [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | 35 Months Ended | 45 Months Ended | 141 Months Ended | |
Apr. 30, 2006 | Jun. 30, 2005 | Dec. 31, 2017 | Feb. 28, 2009 | Feb. 28, 2009 | Dec. 31, 2017 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Upfront, non-contingent and time-based payments received | $ 360.1 | |||||
Minimum [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Discount rate applied | 17.50% | |||||
Maximum [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Discount rate applied | 20.00% | |||||
Europe [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Upfront, non-contingent and time-based payments received | $ 320 | |||||
Development costs | $ 151.7 | |||||
Non-contingent performance period | 36 months | |||||
Total potential milestones | $ 425 | |||||
Europe [Member] | Clinical and Development Milestone [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Substantive milestones | 90 | |||||
Europe [Member] | Regulatory Milestone [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Substantive milestones | 335 | |||||
Europe [Member] | Marketing approval milestone [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Substantive milestones | $ 25 | |||||
Japan [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Upfront, non-contingent and time-based payments received | $ 40.1 | |||||
Total potential milestones | $ 132.5 | |||||
Commercial sales milestone | 15 | |||||
Japan [Member] | Clinical and Development Milestone [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Substantive milestones | 22.5 | |||||
Japan [Member] | Regulatory Milestone [Member] | ||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||
Substantive milestones | $ 95 |
Collaboration Agreements - Ac41
Collaboration Agreements - Accounting for the AstraZeneca Agreements - Additional Information 3 (Detail) - AstraZeneca Agreements [Member] - USD ($) $ in Millions | Dec. 31, 2013 | Jul. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2017 | Jun. 30, 2016 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Royalty rate against projected net revenues | 40.00% | ||||
Discount rate applied | 17.50% | ||||
U.S./RoW [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Non-contingent performance period | 89 months | ||||
Upfront, non-contingent and time-based payments received | $ 82 | $ 374 | |||
Remaining up-front, non-contingent and time-based payments | 292 | ||||
Upfront, non-contingent and time-based payments with extended payment terms | 230 | ||||
Contingent payment | 62 | ||||
Total potential milestones | 875 | ||||
Non-substantive milestones | 160 | ||||
Commercial sales milestone | 325 | ||||
U.S./RoW [Member] | Clinical and Development Milestone [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Substantive milestones | 65 | ||||
U.S./RoW [Member] | Regulatory Milestone [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Substantive milestones | 325 | ||||
China [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Upfront, non-contingent and time-based payments received | $ 16.2 | ||||
Upfront, non-contingent and time-based payments with extended payment terms | 12 | ||||
Contingent payment | 20 | ||||
Total potential milestones | 348.5 | ||||
Commercial sales milestone | 167.5 | ||||
Proceeds from upfront payments | 28.2 | ||||
Upfront payments received | $ 12 | ||||
Commercial sales and other events milestone | 187.5 | ||||
China [Member] | Clinical and Development Milestone [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Substantive milestones | 15 | ||||
China [Member] | Regulatory Milestone [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Substantive milestones | $ 146 |
Collaboration Agreements - Summ
Collaboration Agreements - Summary of Revenue Recognized under Agreement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total license and milestone revenue | $ 96,056 | $ 137,352 | $ 148,093 | |
Collaboration services revenue | 29,612 | 42,225 | 32,735 | |
Revenue recognized | 125,668 | 179,577 | 180,828 | |
Europe [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue recognized | 108,759 | 153,669 | 159,123 | |
Astellas Agreement [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Total license and milestone revenue | 15,307 | 24,421 | 18,701 | |
Collaboration services revenue | 1,578 | 1,357 | 2,895 | |
Astellas Agreement [Member] | Japan [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
License revenue | 1,310 | 3,465 | 1,024 | |
Milestones revenue | $ 10,000 | 0 | 10,000 | 0 |
Total license and milestone revenue | 1,310 | 13,465 | 1,024 | |
Collaboration services revenue | 64 | 166 | 198 | |
Astellas Agreement [Member] | Europe [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
License revenue | 13,997 | 10,956 | 17,677 | |
Milestones revenue | 0 | 0 | 0 | |
Total license and milestone revenue | 13,997 | 10,956 | 17,677 | |
Collaboration services revenue | 1,514 | 1,191 | 2,697 | |
AstraZeneca Agreements [Member] | China-single unit of accounting [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
Revenue recognized | 0 | 0 | 0 | |
AstraZeneca Agreements [Member] | U.S./RoW [Member] | ||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||
License revenue | 65,749 | 112,931 | 114,392 | |
Milestones revenue | 15,000 | 0 | 15,000 | |
Total license and milestone revenue | 80,749 | 112,931 | 129,392 | |
Collaboration services revenue | $ 28,010 | $ 40,738 | $ 29,731 |
Collaboration Agreements - Tota
Collaboration Agreements - Total Arrangement Consideration Allocated to Deliverables along with Associated Deferred Revenue (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Astellas Agreement [Member] | Japan [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | $ 49,246 |
Deferred Revenue | 24 |
Total Consideration | 49,270 |
Astellas Agreement [Member] | Japan [Member] | License [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 47,020 |
Deferred Revenue | 0 |
Total Consideration | 47,020 |
Astellas Agreement [Member] | Japan [Member] | When and if available compounds [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 25 |
Deferred Revenue | 24 |
Total Consideration | 49 |
Astellas Agreement [Member] | Japan [Member] | Manufacturing-clinical supplies [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 2,180 |
Deferred Revenue | 0 |
Total Consideration | 2,180 |
Astellas Agreement [Member] | Japan [Member] | Committee services [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 21 |
Deferred Revenue | 0 |
Total Consideration | 21 |
Astellas Agreement [Member] | Europe [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 471,351 |
Deferred Revenue | 388 |
Total Consideration | 471,739 |
Astellas Agreement [Member] | Europe [Member] | License [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 426,270 |
Deferred Revenue | 0 |
Total Consideration | 426,270 |
Astellas Agreement [Member] | Europe [Member] | When and if available compounds [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 423 |
Deferred Revenue | 388 |
Total Consideration | 811 |
Astellas Agreement [Member] | Europe [Member] | Manufacturing-clinical supplies [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 10,210 |
Deferred Revenue | 0 |
Total Consideration | 10,210 |
Astellas Agreement [Member] | Europe [Member] | Committee services [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 295 |
Deferred Revenue | 0 |
Total Consideration | 295 |
Astellas Agreement [Member] | Europe [Member] | Development services-in progress [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 34,153 |
Deferred Revenue | 0 |
Total Consideration | 34,153 |
AstraZeneca Agreements [Member] | U.S./RoW [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 587,588 |
Deferred Revenue | 119,787 |
Total Consideration | 707,375 |
AstraZeneca Agreements [Member] | U.S./RoW [Member] | License [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 468,446 |
Deferred Revenue | 0 |
Total Consideration | 468,446 |
AstraZeneca Agreements [Member] | U.S./RoW [Member] | Manufacturing-clinical supplies [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 463 |
Deferred Revenue | 24 |
Total Consideration | 487 |
AstraZeneca Agreements [Member] | U.S./RoW [Member] | Co-development, information sharing & committee services [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 118,679 |
Deferred Revenue | 23,744 |
Total Consideration | 142,423 |
AstraZeneca Agreements [Member] | U.S./RoW [Member] | China-single unit of accounting [Member] | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Cumulative Revenue | 0 |
Deferred Revenue | 96,019 |
Total Consideration | $ 96,019 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Financial Assets Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | $ 72,566 | $ 150,407 |
Corporate bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 53,943 | 126,683 |
Bond and mutual funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 18,402 | 22,462 |
Equity investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 221 | 225 |
Certificate of deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 1,037 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total fair value of financial assets | 642,508 | 244,950 |
Fair Value, Measurements, Recurring [Member] | Corporate bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 53,943 | 126,683 |
Fair Value, Measurements, Recurring [Member] | Bond and mutual funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 18,402 | 22,462 |
Fair Value, Measurements, Recurring [Member] | Equity investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 221 | 225 |
Fair Value, Measurements, Recurring [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value disclosure | 569,942 | 94,543 |
Fair Value, Measurements, Recurring [Member] | Certificate of deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 1,037 | |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total fair value of financial assets | 588,565 | 117,230 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Corporate bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Bond and mutual funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 18,402 | 22,462 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Equity investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 221 | 225 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value disclosure | 569,942 | 94,543 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Certificate of deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total fair value of financial assets | 53,943 | 127,720 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Corporate bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 53,943 | 126,683 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Bond and mutual funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Equity investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value disclosure | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Certificate of deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 1,037 | |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total fair value of financial assets | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Corporate bonds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Bond and mutual funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Equity investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value disclosure | $ 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Certificate of deposits [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investments | $ 0 |
Fair Value Measurements - Fai45
Fair Value Measurements - Fair Values of Financial Liabilities Carried at Historical Cost (Detail) - Lease financing obligations [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | $ 98,476 | $ 97,856 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | 0 | 0 |
Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | 0 | 0 |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities fair value disclosure | $ 98,476 | $ 97,856 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |||
Transfers of assets from level 1 to 2 | $ 0 | $ 0 | $ 0 |
Transfers of assets from level 2 to 1 | 0 | 0 | 0 |
Transfers of liabilities from level 1 to 2 | 0 | 0 | 0 |
Transfers of liabilities from level 2 to 1 | 0 | 0 | 0 |
Transfers of assets into level 3 | 0 | 0 | 0 |
Transfers of assets out of level 3 | 0 | 0 | 0 |
Transfers of liabilities into level 3 | 0 | 0 | 0 |
Transfers of liabilities out of level 3 | $ 0 | $ 0 | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Cash And Cash Equivalents [Abstract] | ||||
Cash | $ 103,716 | $ 79,239 | ||
Money market funds | 569,942 | 94,543 | ||
Total cash and cash equivalents | $ 673,658 | $ 173,782 | $ 153,324 | $ 165,455 |
Balance Sheet Components - Sc48
Balance Sheet Components - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 189,117 | $ 177,296 |
Less: accumulated depreciation | (59,641) | (53,639) |
Property and equipment, net | 129,476 | 123,657 |
Laboratory Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 19,497 | 18,533 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 6,006 | 5,678 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 5,575 | 5,533 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 93,758 | 93,564 |
Building shell [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 53,879 | 53,879 |
Construction in progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 10,402 | $ 109 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 6,099 | $ 6,040 | $ 5,679 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Amortized Cost, Gross Unrealized Holding Gains or Losses, and Fair Value of Available-for-Sale Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 71,360 | $ 150,017 |
Gross Unrealized Holding Gains | 1,252 | 439 |
Gross Unrealized Holding Losses | (46) | (49) |
Fair Value | 72,566 | 150,407 |
Corporate bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 53,985 | 126,550 |
Gross Unrealized Holding Gains | 4 | 182 |
Gross Unrealized Holding Losses | (46) | (49) |
Fair Value | 53,943 | 126,683 |
Certificate of deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,037 | |
Gross Unrealized Holding Gains | 0 | |
Gross Unrealized Holding Losses | 0 | |
Fair Value | 1,037 | |
Bond and mutual funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 17,249 | 22,305 |
Gross Unrealized Holding Gains | 1,153 | 157 |
Gross Unrealized Holding Losses | 0 | 0 |
Fair Value | 18,402 | 22,462 |
Equity investments [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 126 | 125 |
Gross Unrealized Holding Gains | 95 | 100 |
Gross Unrealized Holding Losses | 0 | 0 |
Fair Value | $ 221 | $ 225 |
Balance Sheet Components - Su51
Balance Sheet Components - Summary of Contractual Maturities Available-for-Sale Investments at Fair Value(Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Investments Schedule [Abstract] | ||
Within one year | $ 53,943 | |
After one year through four years | 0 | |
Total debt investments | 53,943 | |
Bond and mutual funds | 18,402 | |
Equity investments | 221 | |
Total investments | $ 72,566 | $ 150,407 |
Balance Sheet Components - Sc52
Balance Sheet Components - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities Current [Abstract] | ||
Preclinical and clinical trial accruals | $ 32,321 | $ 29,550 |
Payroll and related accruals | 18,810 | 14,232 |
Property taxes and other | 4,201 | 451 |
Professional services | 1,991 | 1,252 |
Other | 6,458 | 5,429 |
Total accrued liabilities | $ 63,781 | $ 50,914 |
Product Development Obligatio53
Product Development Obligations - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)DevelopmentObligation | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | ||
Number of product development obligations | DevelopmentObligation | 11 | |
Accrued product development costs excluding interest | $ 11.3 | $ 9.9 |
Accrued Interest | $ 5.9 | $ 4.9 |
Bank of Finland Interest Rate [Member] | ||
Debt Instrument [Line Items] | ||
Percentage points deducted to reference rate to compute effective interest rate | 1.00% | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate on product development advances | 3.00% |
Convertible Note Payable - Addi
Convertible Note Payable - Additional Information (Detail) - FibroGen China [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2013 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Convertible promissory note | $ 0.6 | |
Interest rate of convertible promissory note | 2.00% | |
Anniversary date of promissory note | 8 years |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under all Non-Cancelable Operating Lease Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 445 |
2,019 | 310 |
2,020 | 155 |
2,021 | 25 |
2,022 | 16 |
Total minimum payments | $ 951 |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2013USD ($)ft² | Sep. 30, 2006USD ($)ft²$ / ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2012USD ($) | |
Commitments And Contingencies [Line Items] | ||||||||
Restricted time deposits | $ 5,181 | $ 6,217 | $ 5,181 | $ 6,217 | ||||
FibroGen, Inc. [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Land subject to leases | ft² | 234,249 | |||||||
Initial term of lease contract | 15 years | |||||||
Restricted time deposits | $ 7,300 | |||||||
Percentage of letter of credit released | 0.125% | |||||||
Description of lessee leasing arrangements, operating leases | The agreement included an expansion option to occupy part of an adjacent building within 31 months of the lease commencement date of November 20, 2008. | |||||||
Lease incentive receivable from land lord through expansion option not used | $ 5,000 | |||||||
Percentage of construction costs for tenant improvement | 60.00% | |||||||
Tenant improvement price per square foot of rental space | $ / ft² | 140.50 | |||||||
Tenant improvements allowance of rental space | $ 32,500 | |||||||
Cost of construction capitalized | 50,800 | |||||||
Reimbursements from landlord for tenant improvements | $ 32,500 | |||||||
FibroGen, Inc. [Member] | South San Francisco [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Land subject to sublease | ft² | 106,000 | |||||||
Lease and sublease termination date | Feb. 28, 2015 | |||||||
FibroGen, Inc. [Member] | Reclassified from Restricted Cash to Short-term Investments [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Prior period reclassification adjustment | $ 1,000 | $ 1,000 | ||||||
FibroGen China [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Land subject to leases | ft² | 4,820 | |||||||
Initial term of lease contract | 8 years | |||||||
Percentage of construction costs for tenant improvement | 100.00% | |||||||
Cost of construction capitalized | $ 3,100 | |||||||
Reimbursements from landlord for tenant improvements | $ 500 | |||||||
Lease starting date | Feb. 1, 2013 | |||||||
Rent expenses for leased facilities | $ 3,000 | 2,800 | $ 2,700 | |||||
FibroGen China [Member] | Research and Development Expenses and General and Administrative Expenses [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Sublease income received | $ 3,900 | $ 3,800 | $ 3,400 |
Commitment and Contingencies 57
Commitment and Contingencies - Schedule of Future Minimum Lease Payments on Consolidated Basis Under Company's Facility Financing Lease Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 14,250 |
2,019 | 14,466 |
2,020 | 14,687 |
2,021 | 14,171 |
2,022 | 14,335 |
Thereafter | 12,873 |
Total minimum payments | $ 84,782 |
Equity and Stock-based Compen58
Equity and Stock-based Compensation - Subsidiary Stock and Non-Controlling Interests - Additional information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 19, 2014 | |
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 0 | 0 | |
IPO [Member] | |||
Class Of Stock [Line Items] | |||
Conversion rights, shares issued upon conversion of each preferred share | 958,996 | ||
FibroGen Europe [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 42,619,022 | 42,619,022 | |
Preferred stock redemption percentage | If a Preferred Share can be redeemed by a majority shareholder owning more than ninety percent (90%) of the shares of FibroGen Europe in accordance with the provisions of the Finnish Limited Liability Companies Act, the minority holders of Preferred Shares have the right to request redemption of their shares. | ||
Minimum percentage of shareholder's approval to call for redemption of preferred shares | 90.00% | ||
Preferred stock, voting rights | one vote | ||
Conversion rights, shares issued upon conversion of each preferred share | 1 | ||
FibroGen Europe [Member] | Series A [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 1,700,845 | 1,700,845 | |
FibroGen Europe [Member] | Series B [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 1,875,000 | 1,875,000 | |
FibroGen Europe [Member] | Series C [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 1,599,503 | 1,599,503 | |
FibroGen Europe [Member] | Series D [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 1,520,141 | 1,520,141 | |
FibroGen Europe [Member] | Series E [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 459,565 | 459,565 | |
FibroGen Europe [Member] | Series F [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 5,714,332 | 5,714,332 | |
FibroGen Europe [Member] | Series G [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 9,927,500 | 9,927,500 | |
FibroGen Europe [Member] | Series H [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 19,822,136 | 19,822,136 | |
FibroGen China [Member] | |||
Class Of Stock [Line Items] | |||
Conversion rights, shares issued upon conversion of each preferred share | 1 | ||
FibroGen China [Member] | Series A [Member] | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 6,758,000 | 6,758,000 | |
Preferred shares issued, price per share | $ 1 | ||
Cash dividend percentage | 6.00% |
Equity and Stock-based Compen59
Equity and Stock-based Compensation - Common Stock - Additional information (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Common stock voting rights | one vote |
Equity and Stock-based Compen60
Equity and Stock-based Compensation - Summary of Common Stock Reserved for Future Issuance (Detail) - shares shares in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Class Of Stock [Line Items] | ||
Common stock outstanding | 82,498 | 63,665 |
Stock options outstanding | 11,550 | 13,660 |
RSUs outstanding | 1,562 | 1,211 |
Common stock warrants outstanding | 4 | 4 |
Shares reserved for future stock options and RSUs grant | 4,190 | 4,032 |
Total shares of common stock reserved | 101,828 | 84,210 |
ESPP [Member] | ||
Class Of Stock [Line Items] | ||
Shares reserved for future ESPP offering | 2,024 | 1,638 |
Equity and Stock-based Compen61
Equity and Stock-based Compensation - Stock Plans - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total intrinsic value of options exercised | $ 303,049 | |||
RSUs released and issued net of shares withheld for taxes | 326,626 | |||
Weighted-average fair value of awards granted | $ 26.59 | $ 19.37 | $ 29.66 | |
2005 Stock Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period of stock options | 4 years | |||
2005 Stock Plan | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expiration period of stock options | 10 years | |||
2014 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period of stock options | 5 years | |||
Expiration period of stock options | 10 years | |||
Termination date of equity incentive plan | Nov. 12, 2024 | |||
Option vesting term | Option vesting schedules are determined by the Company at the time of issuance and generally have a four year vesting schedule (25% vesting on the first anniversary of the vesting base date and quarterly thereafter over the next 3 years). | |||
Number of common stock reserved for issuance | 4,190,412 | |||
Common stock reserved for future issuance, Description | Shares reserved for issuance increases on January 1 of each year commencing on January 1, 2016 and ending on January 1, 2024 by the lesser of (i) the amount equal to 4% of the number of shares issued and outstanding on December 31 immediately prior to the date of increase or (ii) such lower number of shares as may be determined by the board of directors. As of December 31, 2017, the Company has reserved 4,190,412 shares of its common stock that remains unissued for issuance under the 2014 Plan. | |||
Percentage of common stock reserved for future issuance | 4.00% | |||
Number of common stock repurchased | 0 | 0 | ||
Total intrinsic value of options exercised | $ 111,900 | $ 17,900 | $ 48,700 | |
2014 Equity Incentive Plan | First Anniversary [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of vesting rights | 25.00% | |||
2014 Equity Incentive Plan | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of fair value exercise price grant date | 100.00% |
Equity and Stock-based Compen62
Equity and Stock-based Compensation - Stock Plans - Summary of Stock Option Transactions (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding, Beginning Balance, Shares | shares | 13,660 |
Granted, Shares | shares | 1,923 |
Exercised, Shares | shares | (3,827) |
Expired, Shares | shares | (34) |
Forfeited, Shares | shares | (172) |
Outstanding, Ending Balance, Shares | shares | 11,550 |
Vested and expected to vest, Shares | shares | 11,550 |
Exercisable, Shares | shares | 8,319 |
Outstanding, Beginning Balance, Weighted Average Exercise per Share | $ / shares | $ 11.35 |
Granted, Weighted Average Exercise per Share | $ / shares | 26.95 |
Exercised, Weighted Average Exercise per Share | $ / shares | 8.10 |
Expired, Weighted Average Exercise per Share | $ / shares | 24.58 |
Forfeited, Weighted Average Exercise per Share | $ / shares | 22.05 |
Outstanding, Ending Balance, Weighted Average Exercise per Share | $ / shares | 14.82 |
Vested and expected to vest, Weighted Average Exercise per Share | $ / shares | 14.82 |
Exercisable, Weighted Average Exercise per Share | $ / shares | $ 10.98 |
Outstanding, Weighted Average Remaining Contractual Life | 5 years 9 months 18 days |
Vested and expected to vest, Weighted Average Remaining Contractual Life | 5 years 9 months 18 days |
Exercisable, Weighted Average Remaining Contractual Life | 4 years 8 months 15 days |
Outstanding, Aggregate Intrinsic Value | $ | $ 376,670 |
Vested and expected to vest, Aggregate Intrinsic Value | $ | 376,670 |
Exercisable, Aggregate Intrinsic Value | $ | $ 303,049 |
Equity and Stock-based Compen63
Equity and Stock-based Compensation - Summary of RSU Activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested, Shares, Beginning Balance | 1,211 | ||
Unvested, Shares, Ending Balance | 1,562 | 1,211 | |
Granted, Fair value at Grant | $ 26.59 | $ 19.37 | $ 29.66 |
Restricted Stock Unit [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested, Shares, Beginning Balance | 1,211 | ||
Granted, Shares | 978 | ||
Vested, Shares | (563) | ||
Forfeited, Shares | (64) | ||
Unvested, Shares, Ending Balance | 1,562 | 1,211 | |
Unvested, Fair value at Grant, Beginning Balance | $ 21.60 | ||
Granted, Fair value at Grant | 26.59 | ||
Vested, Fair value at Grant | 21.34 | ||
Forfeited, Fair value at Grant | 23.34 | ||
Unvested, Fair value at Grant, Ending Balance | $ 24.75 | $ 21.60 |
Equity and Stock-based Compen64
Equity and Stock-based Compensation - Employee Stock Purchase Plan - Additional information (Detail) - 2014 ESPP [Member] - shares | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Purchase of common stock shares at discount | 15.00% | |||
Percentage of fair value exercise price grant date | 85.00% | |||
Number of common stock reserved for issuance | 1,600,000 | |||
Common stock reserved for future issuance, Description | The Company has reserved 1,600,000 shares of its common stock for issuance under the 2014 ESPP and shares reserved for issuance increases January 1 of each year commencing January 1, 2016 by the lesser of (i) a number of shares equal to 1% of the total number of outstanding shares of common stock on December 31 immediately prior to the date of increase; (ii) 1,200,000 shares or (iii) such number of shares as may be determined by the board of directors. | |||
Percentage of common stock reserved for future issuance | 1.00% | |||
Increase in number of shares of common stock reserved for future issuance, shares | 1,200,000 | |||
Shares purchased by employees | 250,834 | 266,720 | 315,385 |
Equity and Stock-based Compen65
Equity and Stock-based Compensation - Schedule of Allocated Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 37,539 | $ 32,132 | $ 27,681 |
Research and development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | 21,807 | 19,070 | 16,987 |
General and administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total stock-based compensation expense | $ 15,732 | $ 13,062 | $ 10,694 |
Equity and Stock-based Compen66
Equity and Stock-based Compensation - Schedule of Assumptions used to Estimate Fair Value of Stock Options Granted and Employee Stock Purchase Plans (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee stock options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 8 months 12 days | 5 years 3 months 18 days | 5 years 2 months 12 days |
Expected volatility | 71.50% | 69.90% | 69.90% |
Risk-free interest rate | 2.20% | 1.40% | 1.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average estimated fair value | $ 16.96 | $ 11.49 | $ 16.12 |
Employee stock purchase plans [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility, minimum | 52.80% | 61.90% | 58.50% |
Expected volatility, maximum | 77.20% | 80.70% | 69.00% |
Risk-free interest rate, minimum | 0.50% | 0.20% | 0.10% |
Risk-free interest rate, maximum | 1.60% | 1.00% | 0.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average estimated fair value | $ 9.41 | $ 9.94 | $ 13.03 |
Employee stock purchase plans [Member] | Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 4 months 24 days |
Employee stock purchase plans [Member] | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 2 years | 2 years | 2 years |
Equity and Stock-based Compen67
Equity and Stock-based Compensation - Stock-Based Compensation - Additional information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Stock Option Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unrecognized compensation costs | $ 37.6 |
Non-vested stock option awards granted that will be recognized on a straight-line basis over the weighted-average period | 2 years 4 months 20 days |
Restricted Stock Unit [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested stock option awards granted that will be recognized on a straight-line basis over the weighted-average period | 2 years 8 months 12 days |
Unrecognized compensation costs | $ 29.6 |
Equity and Stock-based Compen68
Equity and Stock-based Compensation - Schedule of Warrants to Purchase Shares of Common Stock (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Number of Shares | 4,430 |
Year of Issuance 2000 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Year of Issuance | 2,000 |
Number of Shares | 4,430 |
Exercise Price per Share | $ / shares | $ 15 |
Reason for Issuance | Issued in connection with lease agreement |
Expiration Date | Five years after initial public offering or upon merger or sale of the Company’s assets, whichever occurs first |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of net loss per share | 13,116 | 14,875 | 14,455 |
Employee stock options [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of net loss per share | 11,550 | 13,660 | 13,583 |
RSUs outstanding [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of net loss per share | 1,562 | 1,211 | 865 |
Warrants [Member] | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of net loss per share | 4 | 4 | 7 |
FibroGen, Inc. 401(k) Plan - Ad
FibroGen, Inc. 401(k) Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | |||
Defined contribution plan, maximum annual contributions per employee, percent | 60.00% | ||
Defined contribution plan, employer matching contributions | $ 2.5 | $ 2.3 | $ 2.5 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
Domestic | $ (101,234) | $ (38,156) | $ (66,411) |
Foreign | (24,648) | (23,595) | (19,126) |
Loss before income taxes | $ (125,882) | $ (61,751) | $ (85,537) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision For (Benefit From) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 2 | 2 | 2 |
Foreign | 319 | 139 | 240 |
Total current | 321 | 141 | 242 |
Deferred: | |||
Federal | 0 | (212) | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total deferred | 0 | (212) | 0 |
Total provision for (benefit from) income taxes | $ 321 | $ (71) | $ 242 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation Between Statutory Federal Income Tax Rate and Effective Tax Rate (Detail) | Dec. 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||||
Tax at statutory federal rate | 35.00% | 34.00% | 34.00% | 34.00% |
State tax | 0.00% | 0.00% | 0.00% | |
Stock-based compensation expense | 18.50% | (7.90%) | (4.60%) | |
Change in deferred tax assets due to rate change | 43.90% | 0.00% | 0.00% | |
Change in valuation allowance due to rate change | (43.90%) | 0.00% | 0.00% | |
Net operating losses not benefitted | (43.80%) | (12.90%) | (21.70%) | |
Foreign net operating losses benefitted | (6.70%) | (13.00%) | (7.60%) | |
Orphan drug credit | (2.00%) | 0.00% | 0.00% | |
Other | (0.30%) | (0.10%) | (0.40%) | |
Total | (0.30%) | 0.10% | (0.30%) |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Federal and state net operating loss carryforwards | $ 71,256 | $ 42,900 |
Tax credit carryforwards | 39,488 | 29,846 |
Foreign net operating loss carryforwards | 15,052 | 11,704 |
Stock-based compensation | 7,835 | 11,231 |
Lease obligations | 2,737 | 4,414 |
Reserves and accruals | 4,851 | 5,465 |
Deferred revenue | 18,103 | 22,909 |
Other | 420 | 741 |
Subtotal | 159,742 | 129,210 |
Less: Valuation allowance | (159,540) | (128,995) |
Net deferred tax assets | 202 | 215 |
Fixed assets | (181) | (122) |
Other | (21) | (93) |
Net deferred tax liabilities | (202) | (215) |
Total net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Taxes [Line Items] | ||||||
Increase in valuation allowance | $ 30,500,000 | $ 12,300,000 | $ 22,000,000 | |||
Federal and state net operating loss carryforwards | 71,256,000 | 42,900,000 | ||||
Foreign net operating loss carryforwards | $ 15,052,000 | $ 11,704,000 | ||||
Tax at statutory federal rate | 35.00% | 34.00% | 34.00% | 34.00% | ||
Reduction in deferred tax assets | $ 55,200,000 | |||||
Percentage of ownership changes | 0.00% | |||||
Unrecognized tax benefits | $ 23,300,000 | |||||
Unrecognized tax benefits that would affect effective tax rate | 400,000 | |||||
Accrued interest, unrecognized tax benefits | $ 0 | $ 0 | ||||
Unrecognized tax benefits description | The Company does not anticipate a material change to its unrecognized tax benefits over the next twelve months that would affect the Company’s effective tax rate. | |||||
Earliest Tax Year [Member] | ||||||
Income Taxes [Line Items] | ||||||
Foreign statute of limitation generally remains open in the year | 2,008 | |||||
Latest Tax Year [Member] | ||||||
Income Taxes [Line Items] | ||||||
Foreign statute of limitation generally remains open in the year | 2,017 | |||||
ASU 2016-09 [Member] | ||||||
Income Taxes [Line Items] | ||||||
Increase in valuation allowance | $ 19,500,000 | |||||
Retrospective increase in deferred tax assets for previously unrecognized excess tax benefits | 19,500,000 | |||||
Scenario, Forecast [Member] | ||||||
Income Taxes [Line Items] | ||||||
Tax at statutory federal rate | 21.00% | |||||
Foreign net operating loss [Member] | ||||||
Income Taxes [Line Items] | ||||||
Foreign net operating loss carryforwards | $ 63,500,000 | |||||
Foreign net operating loss [Member] | Minimum [Member] | ||||||
Income Taxes [Line Items] | ||||||
Operating loss carryforwards expiration year | 2,018 | |||||
Foreign net operating loss [Member] | Maximum [Member] | ||||||
Income Taxes [Line Items] | ||||||
Operating loss carryforwards expiration year | 2,027 | |||||
Federal [Member] | ||||||
Income Taxes [Line Items] | ||||||
Federal and state net operating loss carryforwards | $ 306,000,000 | |||||
Operating loss carryforwards expiration year | 2,026 | |||||
Other tax credit carryforwards | $ 38,800,000 | |||||
Other tax credit carryforwards expiration year | 2,018 | |||||
State [Member] | ||||||
Income Taxes [Line Items] | ||||||
Federal and state net operating loss carryforwards | $ 143,400,000 | |||||
Operating loss carryforwards expiration year | 2,018 | |||||
State [Member] | California [Member] | ||||||
Income Taxes [Line Items] | ||||||
Other tax credit carryforwards | $ 22,900,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Beginning and Ending Amounts of Unrecognized Income Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Ending Balance | $ 23,300 | ||
Federal and State [Member] | |||
Income Tax Contingency [Line Items] | |||
Beginning balance | 19,654 | $ 24,213 | $ 19,122 |
Decrease due to prior positions | (7,109) | (2,382) | |
Increase due to current year position | 5,448 | 2,550 | 7,473 |
Increase due to prior positions | 303 | ||
Decrease due to U.S. tax rate change | (2,044) | ||
Ending Balance | $ 23,361 | $ 19,654 | $ 24,213 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Accounts receivable from related party | $ 4,004,000 | $ 4,102,000 | |
Accrued liabilities to related party | 272,000 | 1,615,000 | |
Astellas [Member] | Collaborative Arrangement [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue related to collaboration agreements | 16,900,000 | 25,800,000 | $ 21,600,000 |
Expense related to collaboration agreements | 1,000,000 | 6,400,000 | 9,800,000 |
Accounts receivable from related party | 4,000,000 | 4,100,000 | |
Accrued liabilities to related party | 300,000 | 1,600,000 | |
Goodwin Procter LLP [Member] | |||
Related Party Transaction [Line Items] | |||
Accrued liabilities to related party | 0 | $ 0 | |
Goodwin Procter LLP [Member] | Intellectual Property [Member] | |||
Related Party Transaction [Line Items] | |||
Payments for legal matters | $ 0 | $ 400,000 |
Segment and Geographic Inform78
Segment and Geographic Information - Additional information (Detail) | 12 Months Ended |
Dec. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment and Geographic Inform79
Segment and Geographic Information - Schedule of Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||
Revenue recognized | $ 125,668 | $ 179,577 | $ 180,828 |
Europe [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue recognized | 108,759 | 153,669 | 159,123 |
Japan [Member] | Related Party [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue recognized | 16,885 | 25,778 | 21,596 |
All other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue recognized | $ 24 | $ 130 | $ 109 |
Segment and Geographic Inform80
Segment and Geographic Information - Schedule of Long Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net | $ 129,476 | $ 123,657 |
United States [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net | 107,228 | 109,886 |
China [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Property and equipment, net | $ 22,248 | $ 13,771 |
Segment and Geographic Inform81
Segment and Geographic Information - Schedule of Customer Concentration by Collaboration Partners (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Percentage of Revenue [Member] | Astellas-Related party [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Concentration risk, percentage | 13.00% | 14.00% | 12.00% |
Percentage of Revenue [Member] | AstraZeneca [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Concentration risk, percentage | 87.00% | 86.00% | 88.00% |
Percentage of Accounts Receivable [Member] | Astellas-Related party [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Concentration risk, percentage | 47.00% | 39.00% | |
Percentage of Accounts Receivable [Member] | AstraZeneca [Member] | |||
Entity Wide Revenue Major Customer [Line Items] | |||
Concentration risk, percentage | 53.00% | 61.00% |
Schedule II - Valuation and Q82
Schedule II - Valuation and Qualifying Accounts (Detail) - Valuation Allowances for Deferred Tax Assets [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 128,995 | $ 116,718 | $ 94,731 |
Charged (Credited) to Statement of Operation | 11,039 | 12,277 | 21,987 |
Charged to Other Accounts - Equity | 19,506 | 0 | 0 |
Deductions, Net | 0 | 0 | 0 |
Balance at End of Year | $ 159,540 | $ 128,995 | $ 116,718 |