Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Feb. 28, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Entity Registrant Name | 'MACROGENICS INC | ' |
Entity Central Index Key | '0001125345 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 27,471,329 |
Entity Public Float | ' | $698,022,185 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $116,481,409 | $47,743,155 |
Accounts receivable | 2,004,019 | 2,046,219 |
Prepaid expenses | 971,705 | 137,634 |
Total current assets | 119,457,133 | 49,927,008 |
Restricted cash | 404,850 | 404,850 |
Property and equipment, net | 5,035,232 | 3,267,796 |
Other assets | 885,166 | 147,246 |
Total assets | 125,782,381 | 53,746,900 |
Current liabilities: | ' | ' |
Accounts payable | 3,169,034 | 3,739,125 |
Accrued expenses | 3,583,552 | 1,237,025 |
Lease exit liability-current | 1,438,742 | 628,768 |
Deferred revenue-current | 20,267,323 | 24,123,176 |
Other liabilities-current | 362,920 | ' |
Total current liabilities | 28,821,571 | 29,728,094 |
Lease exit liability, net of current portion | 8,006,428 | 9,445,171 |
Deferred rent liability | 2,904,227 | 2,801,653 |
Preferred stock warrant liability | ' | 52,947 |
Deferred revenue, net of current portion | 7,135,687 | 19,956,343 |
Total liabilities | 46,867,913 | 61,984,208 |
Stockholders' equity (deficit): | ' | ' |
Common stock, $0.01 par value-125,000,000 shares authorized and 25,177,597 shares outstanding at December 31, 2013; 425,000,000 shares authorized and 1,098,914 shares outstanding at December 31, 2012 | 251,775 | 10,989 |
Treasury stock, at cost; 14,381 shares at December 31, 2013 and December 31, 2012 | -57,742 | -57,742 |
Additional paid-in capital | 254,453,673 | 164,334,646 |
Accumulated deficit | -175,733,238 | -175,472,403 |
Total stockholders' equity (deficit) | 78,914,468 | -8,237,308 |
Total liabilities and stockholders' equity (deficit) | 125,782,381 | 53,746,900 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Convertible preferred stock | ' | 268,748 |
Series A-2 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Convertible preferred stock | ' | 73,646 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Convertible preferred stock | ' | 714,012 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Convertible preferred stock | ' | 1,109,522 |
Series D-1 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Convertible preferred stock | ' | 144,462 |
Series D-2 Convertible Preferred Stock [Member] | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Convertible preferred stock | ' | $636,812 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 125,000,000 | 425,000,000 |
Common stock, shares outstanding | 25,177,597 | 1,098,914 |
Treasury stock, shares | 14,381 | 14,381 |
Series A-1 Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | ' | $0.01 |
Convertible preferred stock, shares authorized | ' | 26,874,792 |
Convertible preferred stock, shares issued | ' | 26,874,792 |
Convertible preferred stock, shares outstanding | ' | 26,874,792 |
Aggregate liquidation preference | ' | $27,000,000 |
Series A-2 Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | ' | $0.01 |
Convertible preferred stock, shares authorized | ' | 7,364,582 |
Convertible preferred stock, shares issued | ' | 7,364,582 |
Convertible preferred stock, shares outstanding | ' | 7,364,582 |
Aggregate liquidation preference | ' | 7,000,000 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | ' | $0.01 |
Convertible preferred stock, shares authorized | ' | 71,401,237 |
Convertible preferred stock, shares issued | ' | 71,401,237 |
Convertible preferred stock, shares outstanding | ' | 71,401,237 |
Aggregate liquidation preference | ' | 31,000,000 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | ' | $0.01 |
Convertible preferred stock, shares authorized | ' | 110,952,217 |
Convertible preferred stock, shares issued | ' | 110,952,217 |
Convertible preferred stock, shares outstanding | ' | 110,952,217 |
Aggregate liquidation preference | ' | 45,000,000 |
Series D-1 Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | ' | $0.01 |
Convertible preferred stock, shares authorized | ' | 30,000,000 |
Convertible preferred stock, shares issued | ' | 14,446,227 |
Convertible preferred stock, shares outstanding | ' | 14,446,227 |
Aggregate liquidation preference | ' | 9,400,000 |
Series D-2 Convertible Preferred Stock [Member] | ' | ' |
Convertible preferred stock, par value | ' | $0.01 |
Convertible preferred stock, shares authorized | ' | 75,000,000 |
Convertible preferred stock, shares issued | ' | 63,681,176 |
Convertible preferred stock, shares outstanding | ' | 63,681,176 |
Aggregate liquidation preference | ' | $41,500,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenues: | ' | ' | ' |
Revenue from collaborative research | $56,753,123 | $59,645,819 | $47,054,397 |
Grant revenue | 1,281,545 | 4,180,279 | 10,152,969 |
Total revenues | 58,034,668 | 63,826,098 | 57,207,366 |
Costs and expenses: | ' | ' | ' |
Research and development | 46,581,930 | 45,432,894 | 41,088,899 |
General and administrative | 11,086,759 | 10,187,894 | 10,868,791 |
Total costs and expenses | 57,668,689 | 55,620,788 | 51,957,690 |
Income (loss) from operations | 365,979 | 8,205,310 | 5,249,676 |
Other income (expense) | -626,814 | 156,445 | 1,467,444 |
Net comprehensive income (loss) | ($260,835) | $8,361,755 | $6,717,120 |
Basic net income (loss) per common share | ($0.04) | $0 | $0 |
Diluted net income (loss) per common share | ($0.04) | $0 | $0 |
Basic weighted average number of common shares | 6,847,697 | 1,083,276 | 1,025,602 |
Diluted weighted average number of common shares | 6,847,697 | 1,083,276 | 1,025,602 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Series A-1 Convertible Preferred Stock [Member] | Series A-2 Convertible Preferred Stock [Member] | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D-1 Convertible Preferred Stock [Member] | Series D-2 Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2010 | ($38,634,058) | $268,748 | $73,646 | $714,012 | $1,109,522 | $144,462 | $452,538 | $10,007 | ($57,742) | $149,202,027 | ($190,551,278) |
Beginning Balance, Shares at Dec. 31, 2010 | ' | 26,874,792 | 7,364,582 | 71,401,237 | 110,952,217 | 14,446,227 | 45,253,788 | 1,000,681 | 14,381 | ' | ' |
Share-based compensation | 2,347,439 | ' | ' | ' | ' | ' | ' | ' | ' | 2,347,439 | ' |
Issuance of common stock/convertible Series D-2 stock, net of offering costs | 12,014,815 | ' | ' | ' | ' | ' | 184,274 | ' | ' | 11,830,541 | ' |
Issuance of common stock/convertible Series D-2 stock, net of offering costs, Shares | ' | ' | ' | ' | ' | ' | 18,427,388 | ' | ' | ' | ' |
Stock option exercises | 70,400 | ' | ' | ' | ' | ' | ' | 483 | ' | 69,917 | ' |
Stock option exercises, Shares | 49,883 | ' | ' | ' | ' | ' | ' | 48,349 | ' | ' | ' |
Net income (loss) | 6,717,120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,717,120 |
Ending Balance at Dec. 31, 2011 | -17,484,284 | 268,748 | 73,646 | 714,012 | 1,109,522 | 144,462 | 636,812 | 10,490 | -57,742 | 163,449,924 | -183,834,158 |
Ending Balance, Shares at Dec. 31, 2011 | ' | 26,874,792 | 7,364,582 | 71,401,237 | 110,952,217 | 14,446,227 | 63,681,176 | 1,049,030 | 14,381 | ' | ' |
Share-based compensation | 838,395 | ' | ' | ' | ' | ' | ' | ' | ' | 838,395 | ' |
Stock option exercises | 46,826 | ' | ' | ' | ' | ' | ' | 499 | ' | 46,327 | ' |
Stock option exercises, Shares | 863,176 | ' | ' | ' | ' | ' | ' | 49,884 | ' | ' | ' |
Net income (loss) | 8,361,755 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,361,755 |
Ending Balance at Dec. 31, 2012 | -8,237,308 | 268,748 | 73,646 | 714,012 | 1,109,522 | 144,462 | 636,812 | 10,989 | -57,742 | 164,334,646 | -175,472,403 |
Ending Balance, Shares at Dec. 31, 2012 | ' | 26,874,792 | 7,364,582 | 71,401,237 | 110,952,217 | 14,446,227 | 63,681,176 | 1,098,914 | 14,381 | ' | ' |
Share-based compensation | 862,162 | ' | ' | ' | ' | ' | ' | ' | ' | 862,162 | ' |
Issuance of common stock/convertible Series D-2 stock, net of offering costs | 83,622,358 | ' | ' | ' | ' | ' | ' | 57,500 | ' | 83,564,858 | ' |
Issuance of common stock/convertible Series D-2 stock, net of offering costs, Shares | ' | ' | ' | ' | ' | ' | ' | 5,750,000 | ' | ' | ' |
Conversion of preferred stock to common stock | 1,860,591 | -268,748 | -73,646 | -714,012 | -1,109,522 | -144,462 | -636,812 | 170,606 | ' | 4,637,187 | ' |
Conversion of preferred stock to common stock, Shares | ' | -26,874,792 | -7,364,582 | -71,401,237 | -110,952,217 | -14,446,227 | -63,681,176 | 17,060,634 | ' | ' | ' |
Stock option exercises | 1,067,500 | ' | ' | ' | ' | ' | ' | 12,680 | ' | 1,054,820 | ' |
Stock option exercises, Shares | 1,268,049 | ' | ' | ' | ' | ' | ' | 1,268,049 | ' | ' | ' |
Net income (loss) | -260,835 | ' | ' | ' | ' | ' | ' | ' | ' | ' | -260,835 |
Ending Balance at Dec. 31, 2013 | $78,914,468 | ' | ' | ' | ' | ' | ' | $251,775 | ($57,742) | $254,453,673 | ($175,733,238) |
Ending Balance, Shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | 25,177,597 | 14,381 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Operating activities | ' | ' | ' |
Net income (loss) | ($260,835) | $8,361,755 | $6,717,120 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation expense | 1,193,340 | 959,930 | 1,147,300 |
Share-based compensation | 862,162 | 838,395 | 2,347,439 |
Fair value adjustment of warrant liability | 626,349 | -150,695 | -1,459,435 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 42,200 | 1,351,650 | 12,551,066 |
Prepaid expenses | -834,071 | -91,160 | 76,876 |
Restricted cash | ' | 177,321 | -513 |
Other assets | -375,000 | 780 | -133,782 |
Accounts payable | -570,091 | -7,312,331 | -10,271,048 |
Accrued expenses | 2,346,527 | 185,200 | 272,988 |
Lease exit liability | -628,769 | -533,560 | -447,019 |
Deferred revenue | -16,676,509 | -10,810,089 | -4,275,976 |
Deferred rent | 102,574 | 440,815 | 232,324 |
Net cash (used in) provided by operating activities | -14,172,123 | -6,581,989 | 6,757,340 |
Cash flows from investing activities | ' | ' | ' |
Purchases of property and equipment | -2,960,776 | -940,043 | -500,213 |
Net cash used in investing activities | -2,960,776 | -940,043 | -500,213 |
Cash flows from financing activities | ' | ' | ' |
Proceeds from issuance of preferred stock | ' | ' | 12,014,816 |
Proceeds from issuance of common stock, net of offering costs | 85,871,153 | 46,826 | 70,400 |
Net cash provided by financing activities | 85,871,153 | 46,826 | 12,085,216 |
Net change in cash and cash equivalents | 68,738,254 | -7,475,206 | 18,342,343 |
Cash and cash equivalents at beginning of period | 47,743,155 | 55,218,361 | 36,876,018 |
Cash and cash equivalents at end of period | 116,481,409 | 47,743,155 | 55,218,361 |
Noncash financing activities: | ' | ' | ' |
Conversion of preferred stock | $2,947,202 | ' | ' |
Organization_and_Nature_of_Ope
Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Organization and Nature of Operations | ' |
1. Organization and Nature of Operations | |
MacroGenics, Inc. (the “Company”) was incorporated in Delaware on August 14, 2000. The Company is a clinical-stage biopharmaceutical company focused on discovering and developing innovative monoclonal antibody-based therapeutics for the treatment of cancer and autoimmune diseases. The Company generates its pipeline of product candidates from its proprietary suite of next-generation antibody technology platforms which it believes improve the performance of monoclonal antibodies and antibody-derived molecules. These product candidates, which the Company has identified through its understanding of disease biology and immune-mediated mechanisms, may address disease-specific challenges which are not currently being met by existing therapies. The Company creates both differentiated molecules that are directed to novel cancer targets, as well as “bio-betters” which are drugs designed to improve upon marketed medicines. | |
On October 16, 2013, the Company completed an initial public offering (“IPO”) of its common stock, which resulted in the sale of 5,750,000 shares, including all additional shares available to cover over-allotments, at a price of $16.00 per share. The Company received net proceeds before expenses from the IPO of $85.6 million after deducting underwriting discounts and commissions paid by the Company. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of MacroGenics, Inc. and its wholly owned subsidiary, MacroGenics West, Inc. All intercompany accounts and transactions have been eliminated in consolidation. The Company currently operates in one operating segment. Operating segments are defined as components of an enterprise about which separate discrete information is available for the chief operating decision maker, or decision making group, in deciding how to allocate resources and assessing performance. The Company views its operations and manages its business in one segment, which is developing monoclonal antibody-based therapeutics for cancer, autoimmune and infectious diseases. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the financial statements in accordance with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, fair values of assets, convertible preferred stock and common stock, preferred stock warrant liability, income taxes, pre-clinical study and clinical trial accruals and other contingencies. Management bases its estimates on historical experience or on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from these estimates. | |||||||||||||||||
In addition, prior to the Company’s IPO in October 2013, the Company utilized estimates and assumptions in determining the fair value of its common stock. The Company granted stock options at exercise prices not less than the fair value of its common stock as determined by the Board of Directors, with input from management. Management used contemporaneous valuations in estimating the fair value of its common stock. The board of directors determined the estimated fair value of the common stock based on a number of objective and subjective factors, including external market considerations affecting the biotechnology industry and the historic prices at which the Company sold shares of its preferred stock. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all investments in highly liquid financial instruments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of certificates of deposit and investments in money market funds with commercial banks and financial institutions. Cash equivalents are stated at amortized cost, plus accrued interest, which approximates fair value. | |||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable that management has the intent and ability to collect are reported in the consolidated balance sheets at outstanding amounts, less an allowance for doubtful accounts. The Company writes off uncollectible receivables when the likelihood of collection is remote. | |||||||||||||||||
The Company evaluates the collectability of accounts receivable on a regular basis. The allowance, if any, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected to affect future collections experience. No allowance was recorded as of December 31, 2013 or 2012, as the Company has a history of collecting on all outstanding accounts. | |||||||||||||||||
Restricted Cash | |||||||||||||||||
The Company is required to maintain certificates of deposit that serve as collateral for various operating leases and corporate credit card accounts. Amounts classified as restricted cash on the consolidated balance sheets are $404,850 at December 31, 2013 and 2012. | |||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The fair market values of the financial instruments included in the financial statements, which include cash equivalents and money market accounts, approximate their carrying values at December 31, 2013 and 2012, due to their short-term maturities. The Company accounts for recurring and non-recurring fair value measurements in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: | |||||||||||||||||
• | Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. | ||||||||||||||||
• | Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. | ||||||||||||||||
• | Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity – e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. | ||||||||||||||||
The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. | |||||||||||||||||
Financial assets and liabilities subject to fair value measurements were as follows: | |||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets | Observable | Unobservable | |||||||||||||||
for | Inputs | Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 90,434,435 | $ | 90,434,435 | $ | — | $ | — | |||||||||
Money market funds | 26,046,974 | 26,046,974 | — | — | |||||||||||||
Restricted cash | 404,850 | 404,850 | — | — | |||||||||||||
Total Assets | $ | 116,886,259 | $ | 116,886,259 | $ | — | $ | — | |||||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets | Observable | Unobservable | |||||||||||||||
for | Inputs | Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 18,695,197 | $ | 18,695,197 | $ | — | $ | — | |||||||||
Money market funds | 29,047,958 | 29,047,958 | — | — | |||||||||||||
Restricted cash | 404,850 | 404,850 | — | — | |||||||||||||
Total Assets | $ | 48,148,005 | $ | 48,148,005 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Preferred stock warrant liability | $ | (52,947 | ) | $ | — | $ | — | $ | (52,947 | ) | |||||||
As of December 31, 2012, the Company transferred its money market funds from Level 2 to Level 1 because the inputs are now based upon a quoted market price. | |||||||||||||||||
The Company’s Level 1 securities primarily consist of restricted cash, cash equivalents and money market funds. The Company determines the estimated fair value for its Level 1 securities using quoted (unadjusted) prices for identical assets or liabilities in active markets. | |||||||||||||||||
The Company determines the estimated fair value for its Level 2 securities using the following methods: quoted prices for similar assets/liabilities in active markets, inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves volatilities, default rates, etc.) and inputs that are derived principally from or corroborated by other observable market data. | |||||||||||||||||
The following table provides a rollforward of the Company’s preferred stock warrant liability, which was the only financial instrument measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as defined in ASC 820: | |||||||||||||||||
Balance at December 31, 2012 | $ | (52,947 | ) | ||||||||||||||
Total unrealized gains (losses) included in earnings | (626,349 | ) | |||||||||||||||
Settlement of preferred stock warrants | 679,296 | ||||||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||||||
In order to estimate the fair value of the preferred stock purchase warrants, the business enterprise value was established based on a discounted cash flow model (income approach). The Company utilized an option pricing method to value the shares using a contingent claims analysis, which applies a series of call options whose inputs reflect the liquidation preferences and conversion behavior of the different classes of equity. After the equity value of the business enterprise was determined, the total equity value is allocated to the various equity instruments such as preferred stock, stock options and preferred stock purchase warrants. Key management estimates relate to the time period to liquidation and conversion behavior of a particular class of stockholders. The business enterprise value includes assumptions related to product approval, market penetration and costs to develop the product. Significant changes to these assumptions would result in increases/decreases to the fair value of the outstanding warrants. | |||||||||||||||||
The total unrealized gains (losses) on the preferred stock warrants included in earnings is included as a component of other income (expense) in the consolidated statement of operations and comprehensive income. Immediately prior to the Company’s IPO in October 2013, all the preferred stock warrants were exercised and converted into shares of Series D-2 preferred stock, which were subsequently converted to common stock. | |||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Substantially all of the Company’s cash and cash equivalents are maintained with major financial institutions in the United States. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | |||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The counterparties are various corporations, financial institutions and government agencies of high credit standing. | |||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, all of the Company’s grant revenue was related to contracts and research grants received from U.S. government agencies. Collaborations with Les Laboratoires Servier and Institut de Recherches Servier (collectively, “Servier”), Boehringer Ingelheim GmbH (“Boehringer”), Gilead Sciences, Inc. (“Gilead”), Pfizer, Inc. (“Pfizer”) and Eli Lilly & Co. (“Eli Lilly”) account for all other revenue. All outstanding receivables are due from the Company’s collaborators and U.S. government agencies. | |||||||||||||||||
The following table represents the percentage of all significant revenue earned in the periods indicated: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Servier | 51.6 | % | 17.3 | % | — | ||||||||||||
Boehringer | 24.8 | % | 18.4 | % | 15.6 | % | |||||||||||
Gilead | 13.8 | % | — | — | |||||||||||||
Pfizer | 6 | % | 8.7 | % | 10.8 | % | |||||||||||
Government Agencies | 2.2 | % | 6.5 | % | 17.7 | % | |||||||||||
Eli Lilly | 1.4 | % | 48.9 | % | 54 | % | |||||||||||
The following table represents the percentage of all significant accounts receivable: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Gilead | 53.4 | % | — | ||||||||||||||
Pfizer. | 12.3 | % | 45.4 | % | |||||||||||||
Boehringer | 12.2 | % | 18 | % | |||||||||||||
Eli Lilly | 7 | % | 28.2 | % | |||||||||||||
Servier | 6.4 | % | — | ||||||||||||||
Government Agencies | 4.6 | % | 8.4 | % | |||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment | 3 years | ||||||||||||||||
Software | 3 years | ||||||||||||||||
Furniture | 10 years | ||||||||||||||||
Laboratory and office equipment | 5 years | ||||||||||||||||
Leasehold improvements | Shorter of lease term or useful life | ||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company assesses the recoverability of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant and Equipment. ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset or asset group. If carrying value exceeds the sum of undiscounted cash flows, the Company then determines the fair value of the underlying asset group. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2013 and 2012, the Company determined that there were no impaired assets and had no assets held-for-sale. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Financial statement recognition of a tax position taken or expected to be taken in a tax return is determined based on a more-likely-than-not threshold of that position being sustained. If the tax position meets this threshold, the benefit to be recognized is measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company’s policy is to record interest and penalties related to uncertain tax positions as a component of income tax expense. | |||||||||||||||||
Revenues | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company enters into collaboration and license agreements with collaborators for the development of monoclonal antibody-based therapeutics to treat cancer and other complex diseases. The terms of these agreements contain multiple deliverables which may include (i) licenses, or options to obtain licenses, to the Company’s technological platforms, such as its Fc Optimization and Dual-Affinity Re-Targeting (“DART”) technologies, (ii) rights to future technological improvements, (iii) research and development activities to be performed on behalf of the collaborator or as part of the collaboration, and (iv) the manufacture of pre-clinical or clinical materials for the collaborator. Payments to the Company under these agreements may include nonrefundable license fees, option fees, exercise fees, payments for research and development activities, payments for the manufacture of pre-clinical or clinical materials, license maintenance payments, payments based upon the achievement of certain milestones and royalties on product sales. Other benefits to the Company of these agreements include the right to sell products resulting from the collaborative efforts of the parties in specific geographic territories. The Company follows the provisions of the FASB ASC Topic 605-25, Revenue Recognition – Multiple-Element Arrangements, and ASC Topic 605-28, Revenue Recognition–Milestone Method, in accounting for these agreements. In order to account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on the achievement of certain criteria, including whether the delivered element has stand-alone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. | |||||||||||||||||
For the periods presented, the Company had the following two types of agreements with the parties identified below: 1) exclusive development and commercialization licenses to use the Company’s technology and/or certain other intellectual property to develop compounds against specified targets (referred to herein as exclusive licenses); and 2) Option/research agreements to secure on established terms, development and commercialization licenses to anticancer and other therapeutic product candidates to collaborator selected targets developed by the Company during an option period (referred to herein as right-to-develop agreements). | |||||||||||||||||
There are no performance, cancellation, termination or refund provisions in any of the arrangements that contain material financial consequences to the Company. | |||||||||||||||||
Exclusive Licenses | |||||||||||||||||
The deliverables under an exclusive license agreement generally include the exclusive license to the Company’s DART technology with respect to a specified antigen target, and may also include deliverables related to rights to future technological improvements, research and pre-clinical development activities to be performed on behalf of the collaborator. In some cases the Company may have an option to participate in the co-development of product candidates that result from such agreements. | |||||||||||||||||
Generally, exclusive license agreements contain nonrefundable terms for payments and, depending on the terms of the agreement, provide that the Company will (i) at the collaborator’s request, provide research and pre-clinical development services at negotiated prices which are generally consistent with what other third parties would charge, (ii) earn payments upon the achievement of certain milestones, (iii) earn royalty payments, and (iv) in some cases grant the Company an option to participate in the development and commercialization of products that result from such agreements. Royalty rates may vary over the royalty term depending on the Company’s intellectual property rights and whether the Company exercises any co-development and co-commercialization rights. The Company may provide technical assistance and share any technology improvements with its collaborators during the term of the collaboration agreements. | |||||||||||||||||
The Company does not directly control when any collaborator will achieve milestones or become liable for royalty payments. | |||||||||||||||||
In determining the units of accounting, management evaluates whether the exclusive license has stand-alone value from the undelivered elements to the collaborator based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research and development capabilities of the partner and the availability of technology platform and product research expertise in the general marketplace. If the Company concludes that the license has stand-alone value and therefore will be accounted for as a separate unit of accounting, the Company then determines the estimated selling prices of the license and all other units of accounting based on market conditions, similar arrangements entered into by third parties, and entity-specific factors such as the terms of the Company’s previous collaboration agreements, recent pre-clinical and clinical testing results of therapeutic product candidates that use the Company’s technology platforms, the Company’s pricing practices and pricing objectives, the likelihood that technological improvements will be made, the likelihood that technological improvements made will be used by the Company’s collaborators and the nature of the research services to be performed on behalf of its collaborators and market rates for similar services. | |||||||||||||||||
Upfront payments on exclusive licenses are deferred if facts and circumstances dictate that the license does not have stand-alone value. Prior to the adoption of Accounting Standards Update (“ASU”) No. 2009-13, Revenue Arrangements with Multiple Deliverables, on January 1, 2011, the Company determined that its licenses lacked stand-alone value because it did not have vendor-specific objective evidence of selling price (“VSOE”), and were combined with other elements of the arrangement and any amounts associated with the license were deferred and amortized over a certain period, which the Company refers to as the Company’s period of substantial involvement. In making the determination of the length of the period over which to defer revenue for contracts entered into prior to the adoption of ASU No. 2009-13, significant judgment and estimation is used by the Company and can have an impact on the amount of revenue recognized in a given period. Historically, the Company’s involvement with the development of a collaborator’s product candidate has been significant at the early stages of development, and lessens as it progresses into clinical trials. Accordingly, the Company generally estimates this period of substantial involvement to begin at the inception of the collaboration agreement and conclude at the end of the Company’s substantial involvement. ASU No. 2009-13 amends the criteria for separating and allocating consideration in a multiple element arrangement by modifying the fair value requirements for revenue recognition and eliminating the use of the residual value method. The selling prices of deliverables under an arrangement may be derived using third-party evidence (“TPE”), or a best estimate of selling price (“BESP”), if VSOE is not available. The objective of BESP is to determine the price at which the Company would transact a sale if the element within the license agreement was sold on a standalone basis. Establishing BESP involves management’s judgment and considers multiple factors, including market conditions and company-specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed models that include assumptions related to market opportunity, discounted cash flows, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the license. In validating the BESP, management considers whether changes in key assumptions used to determine the BESP will have a significant effect on the allocation of the arrangement consideration between the multiple deliverables. Deliverables under the arrangement are separate units of accounting if (i) the delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the Company’s control. 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. The appropriate revenue recognition model is applied to each element and revenue is accordingly recognized as each element is delivered. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. | |||||||||||||||||
In determining the separate units of accounting, the Company evaluated whether the exclusive license had standalone value to the collaborator based on consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination included the research and development capabilities of the collaborator and the availability of relevant research expertise in the marketplace. In addition, the Company considered whether or not (i) the collaborator could use the license for its intended purpose without the receipt of the remaining deliverables, (ii) the value of the license was dependent on the undelivered items and (iii) the collaborator or other vendors could provide the undelivered items. | |||||||||||||||||
The Company reassesses its periods of substantial involvement over which the Company amortizes its upfront license fees and makes adjustments as appropriate. In the event a collaborator elects to discontinue development of a specific product candidate under a single target license, but retains its right to use the Company’s technology to develop an alternative product candidate to the same target or a target substitute, the Company would cease amortization of any remaining portion of the upfront fee until there is substantial pre-clinical activity on another product candidate and its remaining period of substantial involvement can be estimated. In the event that a single target license were to be terminated, the Company would recognize as revenue any portion of the upfront fee that had not previously been recorded as revenue, but was classified as deferred revenue, at the date of such termination or through the remaining substantial involvement in the wind down of the agreement. | |||||||||||||||||
Upfront payments on exclusive licenses may be recognized upon delivery of the license if facts and circumstances dictate that the license has stand-alone value from the undelivered elements, which generally include rights to future technological improvements, research services and the manufacture of pre-clinical and clinical materials. | |||||||||||||||||
The Company recognizes revenue related to research and pre-clinical development services that represent separate units of accounting as they are performed, as long as there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the related receivable is probable. The Company recognizes revenue related to the rights to future technological improvements over the estimated term of the applicable license. | |||||||||||||||||
The Company typically performs research activities and pre-clinical development services, including generating and engineering product candidates, on behalf of its licensees during the early evaluation and pre-clinical testing stages of drug development under its exclusive licenses. The Company records amounts received for research materials produced or services performed as revenue from collaborative research. | |||||||||||||||||
The Company’s license agreements have milestone payments which for reporting purposes are aggregated into three categories: (i) development milestones, (ii) regulatory milestones, and (iii) sales milestones. Development milestones are typically payable when a product candidate initiates or advances into different clinical trial phases. Regulatory milestones are typically payable upon submission for marketing approval with the U.S. Food and Drug Administration (“FDA”) or other countries’ regulatory authorities or on receipt of actual marketing approvals for the compound or for additional indications. Sales milestones are typically payable when annual sales reach certain levels. | |||||||||||||||||
At the inception of each agreement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. | |||||||||||||||||
Non-refundable development and regulatory milestones that are expected to be achieved as a result of the Company’s efforts during the period of substantial involvement are considered substantive and are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive because the Company does not contribute effort to the achievement of such milestones are generally achieved after the period of substantial involvement and are recognized as revenue upon achievement of the milestone, as there are no undelivered elements remaining and no continuing performance obligations, assuming all other revenue recognition criteria are met. | |||||||||||||||||
Right-to-Develop Agreements | |||||||||||||||||
The Company’s right-to-develop agreements provide collaborators with an exclusive option to obtain licenses to develop and commercialize in specified geographic territories product candidates developed by the Company under agreed upon research and pre-clinical development product programs. The product candidates resulting from each program are all directed to a specific target selected by the collaborator. Under these agreements, fees may be due to the Company (i) at the inception of the arrangement (referred to as “upfront” fees or payments), (ii) the selection of a target for a program, (iii) upon the exercise of an option to acquire a development and commercialization license (referred to as exercise fees or payments earned) for a program, or (iv) some combination of all of these fees. | |||||||||||||||||
The accounting for right-to-develop agreements is dependent on the nature of the options granted to the collaborator. Options are considered substantive if, at the inception of a right-to-develop agreement, the Company is at risk as to whether the collaborator will choose to exercise the options to secure development and commercialization licenses. Factors that are considered in evaluating whether options are substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the agreement without exercising the options, the cost to exercise the options relative to the total upfront consideration, and the additional financial commitments imposed on the collaborator as a result of exercising the options. | |||||||||||||||||
For right-to-develop agreements where the options to secure development and commercialization licenses to a product program are considered substantive, the Company does not consider the development and commercialization licenses to be a deliverable at the inception of the agreement. For those right-to-develop agreements entered into prior to the adoption of ASU No. 2009-13 where the options to secure development and commercialization licenses are considered substantive, the Company has deferred the upfront payments received and recognizes this revenue over the period during which the collaborator could elect to exercise options for development and commercialization licenses. These periods are specific to each collaboration agreement. If a collaborator selects a target for a product program, any substantive option fee is deferred and recognized over the life of the option, generally 12 months. Subsequent to the adoption of ASU No. 2009-13, the Company’s evaluation of whether the option is substantive is consistent with pre-adoption of ASU No. 2009-13. How the Company determines the selling price of the option is the only difference between pre and post adoption of ASU No. 2009-13. Post adoption of ASU No. 2009-13, the selling prices of deliverables under an arrangement may be derived using TPE or a BESP, if VSOE is not available. The objective of BESP is to determine the price at which the Company would transact a sale if the element within the right-to-develop agreement was sold on a standalone basis. Establishing BESP involves management’s judgment and considers multiple factors, including market conditions and company-specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed models that include assumptions related to market opportunity, discounted cash flows, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the right-to-develop agreement. In validating the BESP, management considers whether changes in key assumptions used to determine the BESP will have a significant effect on the allocation of the arrangement consideration between the multiple deliverables. Deliverables under the arrangement are separate units of accounting if (i) the delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the Company’s control. 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. The appropriate revenue recognition model is applied to each element and revenue is accordingly recognized as each element is delivered. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. | |||||||||||||||||
If a collaborator exercises an option and acquires a development and commercialization license to a product program, the Company attributes the exercise fee to the development and commercialization license. The Company determines the selling price of the option license, upon exercise, through management’s best estimate. Management’s determination of selling price includes such factors as stage of development, market potential and cash flow models used during the negotiation with the collaborator. Through December 31, 2013, none of our collaboration partners had exercised an option. However, one of our collaboration partners did elect to exercise an option in February 2014. See Note 13 for additional information. | |||||||||||||||||
Upon exercise of an option to acquire a development and commercialization license, the Company would also attribute any remaining deferred option fee, in addition to the consideration received for the license upon exercise of the option, to the development and commercialization license. The Company then applies the multiple-element revenue recognition criteria to the development and commercialization license and other deliverables, if any, to determine the appropriate revenue recognition method. This model is consistent with the Company’s accounting policy for upfront payments on exclusive licenses (discussed above). In the event a right-to-develop agreement were to be terminated, the Company would recognize as revenue any portion of the upfront fee that had not previously been recorded as revenue, but was classified as deferred revenue, at the date of such termination. The Company’s right-to-develop agreements have been determined to contain substantive options. | |||||||||||||||||
For right-to-develop agreements where the options to secure development and commercialization licenses to product programs are not considered substantive, the Company considers the development and commercialization licenses to be a deliverable at the inception of the agreement and applies the multiple-element revenue recognition criteria to determine the appropriate revenue recognition. The Company does not directly control when any collaborator will exercise its options for development and commercialization licenses. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development expenditures are expensed as incurred. Research and development costs primarily consist of employee related expenses, including salaries and benefits, expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct the Company’s clinical trials, the cost of acquiring and manufacturing clinical trial materials and other allocated expenses, license fees for and milestone payments related to in-licensed products and technologies, stock-based compensation expense, and costs associated with non-clinical activities and regulatory approvals. | |||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||
Effective January 1, 2012, the Company adopted ASU 2011-05, Presentation of Comprehensive Income, which amended ASC Topic 220, Comprehensive Income (“ASU 2011-05”). The amendments in ASU 2011-05 require the presentation of the comprehensive income (loss) and its components as part of the consolidated financial statements. Comprehensive income (loss) is comprised of the net income (loss) and other changes in equity that are excluded from net income (loss). Comprehensive income (loss) equals net income (loss) for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||
Stock-based Compensation | |||||||||||||||||
Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation. The fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. | |||||||||||||||||
For all time-vesting awards granted, expense is amortized using the straight-line attribution method. For awards that contain a performance condition, expense is amortized using the accelerated attribution method. Recognition of stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period. | |||||||||||||||||
The Company utilizes the Black-Scholes model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. | |||||||||||||||||
Net Income (Loss) Per Share | |||||||||||||||||
Basic income (loss) per common share is determined by dividing income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted income (loss) per share is computed by dividing the earnings (loss) attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants, potential Employee Stock Purchase Plan awards and warrants and the if-converted method is used to determine the dilutive effect of the Company’s preferred stock. | |||||||||||||||||
Prior to the Company’s initial public offering, net income (loss) per share was calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. In the event that the Board of Directors declared a dividend payable in cash or other property on the then-outstanding shares of common stock, the holders of the Series A-1, A-2, B, C, D, and D-2 convertible preferred stock would be entitled to receive the amount of dividends per share of preferred stock that would be payable on the largest number of whole shares of common stock into which each share of preferred stock could then be converted. Therefore, the Series A-1, A-2, B, C, D and D-2 are participating securities. All of the outstanding shares of Series A-1, A-2, B, C, D, and D-2 convertible preferred stock converted to common stock upon the consummation of the Company’s IPO. | |||||||||||||||||
Basic and diluted income (loss) per common share is computed as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Net income (loss) | $ | (260,835 | ) | $ | 8,361,755 | $ | 6,717,120 | ||||||||||
Less: undistributed earnings allocated to participating securities | — | (8,361,755 | ) | (6,717,120 | ) | ||||||||||||
Net income (loss) allocable to common shares | $ | (260,835 | ) | $ | — | $ | — | ||||||||||
Basic weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Basic income (loss) per common share | $ | (0.04 | ) | $ | 0 | $ | 0 | ||||||||||
Net income (loss) | $ | (260,835 | ) | $ | 8,361,755 | $ | 6,717,120 | ||||||||||
Less: undistributed earnings allocated to participating securities and other add-backs to net income (loss) | — | (8,361,755 | ) | (6,717,120 | ) | ||||||||||||
Net income (loss) allocable to common shares | $ | (260,835 | ) | $ | — | $ | — | ||||||||||
Basic weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Effect of dilutive securities | — | — | — | ||||||||||||||
Diluted weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Diluted income (loss) per common share | $ | (0.04 | ) | $ | 0 | $ | 0 | ||||||||||
The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Series A-1 Preferred Stock | — | 2,156,114 | 2,156,114 | ||||||||||||||
Series A-2 Preferred Stock | — | 392,274 | 392,274 | ||||||||||||||
Series B Preferred Stock | — | 4,336,037 | 4,336,037 | ||||||||||||||
Series C Preferred Stock | — | 5,909,906 | 5,909,906 | ||||||||||||||
Series D Preferred Stock | — | 769,468 | 769,468 | ||||||||||||||
Series D-2 Preferred Stock | — | 3,391,991 | 3,391,991 | ||||||||||||||
Effect of Converted Preferred Stock | 13,189,920 | — | — | ||||||||||||||
Warrants to purchase Series D-2 Preferred Stock | — | 180,784 | 180,784 | ||||||||||||||
Stock Options | 2,313,970 | 3,249,702 | 2,885,417 | ||||||||||||||
Recently Issued Accounting Standards Adopted | |||||||||||||||||
In July 2013, the FASB issued ASU No. 2013-11, which amended ASC Topic 740 regarding presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in ASU No. 2013-11 require an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for an NOL carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. The ASU does not require new recurring disclosures. This amendment is effective prospectively for fiscal years beginning after December 15, 2013. The Company does not believe this amendment will have a material impact on its financial statements. | |||||||||||||||||
The Company has evaluated all ASUs through the date the consolidated financials were issued and believes that the adoption of these will not have a material impact on the Company’s consolidated financial statements. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
3. Property and Equipment | |||||||||
Property and equipment consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 2,379,254 | $ | 2,003,706 | |||||
Software | 1,477,416 | 1,323,081 | |||||||
Furniture | 599,650 | 599,650 | |||||||
Lab equipment | 11,166,619 | 8,747,790 | |||||||
Office equipment | 51,360 | 51,360 | |||||||
Leasehold improvements | 4,893,770 | 4,881,706 | |||||||
Property and equipment | 20,568,069 | 17,607,293 | |||||||
Less accumulated depreciation | (15,532,837 | ) | (14,339,497 | ) | |||||
Property and equipment, net | $ | 5,035,232 | $ | 3,267,796 | |||||
Depreciation expense for the years ended December 31, 2013, 2012 and 2011 was $1.2 million, $1.0 million and $1.1 million, respectively. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity (Deficit) | ' |
4. Stockholders’ Equity (Deficit) | |
During 2002 and 2003, the Company issued a total of 34,239,374 shares of Series A-1 and Series A-2 convertible preferred stock (“Series A preferred stock”) for $1.00 per share resulting in net proceeds of approximately $34.0 million. | |
On October 12, 2004, the Company entered into a series of transactions raising $30.3 million, net of related offering costs of approximately $238,000, from the sale of 71,401,237 shares of its Series B convertible preferred stock (“Series B preferred stock”). In connection with the Series B preferred stock offering, 13,604,016 shares of common stock were allocated to holders of Series A-1 preferred stock as an anti-dilution measure. | |
On May 16, 2006, the Company raised $44.9 million, net of related offering costs of $101,246, from the sale of 110,952,217 shares of its Series C convertible preferred stock (“Series C preferred stock”). In connection with the Series C preferred stock offering, 10,003,300 shares of common stock were allocated to holders of Series B preferred stock as an anti-dilution measure. | |
On July 16, 2008, the Company issued 12,466,039 shares of its Series D convertible preferred stock (“Series D preferred stock”) in exchange for all of the outstanding capital stock and convertible notes payable of Raven Biotechnologies, Inc. (“Raven”). Subsequently, in March 2011 a settlement was reached with the former Raven stockholders bringing the total Series D preferred stock issued in connection with the Raven acquisition to 14,446,227 shares. | |
On September 19, 2008, the Company raised $24.8 million, net of related offering costs of $156,788, from the sale of 38,337,678 shares of its Series D-2 convertible preferred stock (“Series D-2 preferred stock”). The Company also issued preferred stock warrants for the purchase of 2,875,327 shares of Series D-2 preferred stock. The preferred stock warrants were exercisable at any time prior to September 2018, but expired upon an IPO, and had a stated exercise price of $0.65 per warrant. On May 16, 2010, the Company exercised a put notice to Eli Lilly in accordance with the Series D-2 preferred stock purchase agreement, resulting in the issuance of 6,916,110 shares of Series D-2 preferred stock and a warrant to purchase 518,708 additional shares of Series D-2 preferred stock. On January 11, 2011, the Company raised gross proceeds of $12.0 million from the sale of 18,427,388 shares of its Series D-2 preferred stock. Issuance costs associated with the sale were not material. | |
Due to certain provisions in the Series D-2 convertible preferred stock warrant agreement, these warrants were required to be classified as a liability. Management believed that the circumstances requiring cash settlement of the award were remote. The Series D-2 preferred stock warrant liability was recorded at fair value and has been adjusted to fair value at the end of each reporting period using the Option-Pricing Method, with changes in value recorded as “Other income (expense)” in the accompanying consolidated statements of operations and comprehensive income (loss). Prior to the Company’s IPO in October 2013, all the preferred stock warrants were exercised and subsequently were converted into shares of common stock in connection with the IPO. | |
Dividends were noncumulative and accrued on the Series A-1, Series A-2, Series B, Series C, Series D and Series D-2 preferred stock at a rate of $0.08, $0.0341, $0.0324 and $0.0522 per annum, respectively, and were payable when and as declared by the Board of Directors. Dividends had to be declared so that the Series A, Series B, Series C and Series D preferred stock were paid in like-kind and participated equally to those of the Series D-2 preferred and common stock. No dividends had been declared prior to the conversion of the preferred stock to common stock in connection with the IPO. | |
The Company’s Series A-1, Series A-2, Series B, Series C, Series D and Series D-2 preferred stock were initially convertible into 1.506, 1.00, 1.14, 1.00, 1.00 and 1.00 shares, respectively, of common stock at the option of the holder. The conversion ratio of certain series of preferred stock was subject to change in the event specified dilutive transactions occurred, which included the Company’s IPO. There were no anti-dilution protections for the Series A-2 preferred stock and no adjustment to the Series A-1 preferred stock conversion price was to be made if a common stock issuance was at a price per share greater than the conversion price of the Series C preferred stock. Upon consummation of the Company’s IPO in October 2013, all outstanding shares of preferred stock automatically converted to shares of the Company’s common stock at the applicable conversion ratios then in effect. The conversion price was $12.39, $18.77, $6.95, $7.70, $12.20 and $12.20 for each share of Series A-1, A-2, Series B, Series C, Series D and Series D-2 convertible preferred stock, respectively. | |
On October 16, 2013, the Company completed its IPO, in which 5,000,000 shares of the Company’s common stock were sold at a price of $16.00 per share. Additionally, the underwriters of the Company’s IPO exercised the full amount of their over-allotment option resulting in the sale of an additional 750,000 shares of the Company’s common stock at a price of $16.00 per share. The Company received net proceeds of $83.8 million from the IPO, net of underwriting discounts and commissions and other offering expenses. Upon consummation of the IPO, all outstanding shares of preferred stock automatically converted to common stock at the applicable conversion ratios then in effect. | |
In connection with preparing for its IPO in October 2013, the Company’s Board of Directors and stockholders approved a 1-for-18.7739 reverse stock split of the Company’s common stock. The reverse stock split became effective on September 26, 2013. All share and per share amounts in the consolidated financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital. In addition, in September 2013, the Company’s Board of Directors and stockholders approved an amendment of the Company’s certificate of incorporation to, among other things, change the definition of a designated public offering to remove the per share price requirement. The amended and restated certificate of incorporation also changed the authorized number of shares of common stock from 425,000,000 to 125,000,000, and authorized 5,000,000 shares of undesignated preferred stock with a par value of $0.01 per share. There were no shares of undesignated preferred stock issued or outstanding as of December 31, 2013. |
SharedBased_Payments
Shared-Based Payments | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Shared-Based Payments | ' | ||||||||||||||||
5. Shared-Based Payments | |||||||||||||||||
Stock Option Plan | |||||||||||||||||
The Company’s 2000 Stock Option and Incentive Plan (“2000 Plan”) allowed for the grant of awards in respect of an aggregate of 130,725 shares, which was increased to 150,297 shares, of the Company’s common stock in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units and other performance awards. As of December 31, 2013, under the 2000 Plan, there were options to purchase an aggregate of 23,657 shares of common stock outstanding at a weighted average exercise price of $0.83 per share. The 2000 Plan has expired, and no further awards may be issued under the plan. Any shares of common stock subject to awards under the 2000 Plan that expire, terminate, or are otherwise surrendered, canceled, forfeited or repurchased without having been fully exercised, or resulting in any common stock being issued, will become available for issuance under the 2013 Stock Incentive Plan (“2013 Plan”) up to a specified number of shares. | |||||||||||||||||
Effective February 2003, the Company implemented the 2003 Equity Incentive Plan (“2003 Plan”), and it was amended and approved by the Company’s stockholders in 2005. The 2003 Plan originally allowed for the grant of awards in respect of an aggregate of 2,051,644 shares of the Company’s common stock. Between 2006 and 2010 the maximum number of shares of common stock authorized to be issued by the Company under the 2003 Plan was increased by 1,739,116 shares to 3,790,760. During the year ended December 31, 2012, the maximum number of shares of common stock authorized to be issued by the Company under the 2003 Plan was increased by 545,970 shares to 4,336,730. Stock options granted under the 2003 Plan may be either incentive stock options as defined by the Internal Revenue Code (“IRC”), or non-qualified stock options. | |||||||||||||||||
As of December 31, 2013, under the 2003 Plan, there were options to purchase an aggregate of 2,559,011 shares of common stock outstanding at a weighted average exercise price of $1.52 per share. Upon the completion of the IPO, the 2003 Plan was terminated, and no further awards may be issued under the plan. Any shares of common stock subject to awards under the 2003 Plan that expire, terminate, or are otherwise surrendered, canceled, forfeited or repurchased without having been fully exercised, or resulting in any common stock being issued, will become available for issuance under the 2013 Plan, up to a specified number of shares. | |||||||||||||||||
In October 2013, the Company implemented the 2013 Plan. The 2013 Plan provides for the grant of stock options and other stock-based awards, as well as cash-based performance awards. The aggregate number of shares of common stock initially available for issuance pursuant to awards under the 2013 Plan is 1,960,168 shares. The number of shares of common stock reserved for issuance will automatically increase on January 1 of each year from January 1, 2014 through and including January 1, 2023, by the lesser of (a) 1,960,168 shares, (b) 4.0% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (c) the number of shares of common stock determined by the Board of Directors. All of the shares available for issuance under the 2013 Plan are eligible for issuance pursuant to the exercise of incentive stock options. If an option expires or terminates for any reason without having been fully exercised, if any shares of restricted stock are forfeited, or if any award terminates, expires or is settled without all or a portion of the shares of common stock covered by the award being issued, such shares are available for the grant of additional awards. However, any shares that are withheld (or delivered) to pay withholding taxes or to pay the exercise price of an option are not available for the grant of additional awards. As of December 31, 2013, under the 2013 Plan, there were options to purchase an aggregate of 618,290 shares of common stock outstanding at a weighted average exercise price of $19.06 per share. | |||||||||||||||||
Stock Option Exchange | |||||||||||||||||
On March 16, 2011 (“Exchange Date”), the Company modified certain outstanding options with exercise prices of $1.88 and $4.69 (“Original Options”). These Original Options were canceled and replaced with options having an exercise price of $0.94 (“Replacement Options”), reflecting the current fair market value of the Company’s common stock on the Exchange Date. Original Options submitted for exchange were replaced on a one-for-one basis with Replacement Options. Additionally, the Replacement Options retain all terms and conditions of the Original Options except for the reduction to the exercise price as described above. | |||||||||||||||||
Total compensation associated with the Replacement Options consisted of the grant-date fair value of the Original Options for which the requisite service period is expected to be rendered (or has already been rendered) at the Exchange Date, plus the incremental cost associated with the modification of terms. The incremental compensation expense was measured as the excess of the fair value of the Replacement Options over the fair value of the Original Options re-measured as of the Exchange Date. A total of 1,921,894 Original Options were exchanged for Replacement Options. | |||||||||||||||||
The following stock-based compensation amounts were recognized for the periods indicated: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Research and development | $ | 507,142 | $ | 471,809 | $ | 1,018,935 | |||||||||||
General and administrative | 355,020 | 366,586 | 1,328,504 | ||||||||||||||
Total stock-based compensation expense | $ | 862,162 | $ | 838,395 | $ | 2,347,439 | |||||||||||
Employee Stock Options | |||||||||||||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected dividend yield.. | 0% | 0% | 0% | ||||||||||||||
Expected volatility | 53% - 67% | 51% | 62% | ||||||||||||||
Risk-free interest rate | 1.24% - 2.19% | 1.18% | 1.35% | ||||||||||||||
Expected term. | 7 years | 7 years | 7 years | ||||||||||||||
Expected forfeiture rate.. | 5.06% - 5.57% | 5.57% | 5.58% | ||||||||||||||
Expected Dividend Yield—The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. | |||||||||||||||||
Expected Volatility—Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. As the Company does not yet have sufficient history of its own volatility, the Company has identified several public entities of similar size, complexity and stage of development and calculates historical volatility using the volatility of these companies. | |||||||||||||||||
Risk-Free Interest Rate—This is the U.S. Treasury rate for the week of each option grant during the year, having a term that most closely resembles the expected life of the option. | |||||||||||||||||
Expected Term—This is the period of time that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company estimates the expected life of the option term to be seven years. The Company uses a simplified method to calculate the average expected term. | |||||||||||||||||
Expected Forfeiture Rate—The forfeiture rate is the estimated percentage of options granted that is expected to be forfeited or canceled on an annual basis before becoming fully vested. The Company estimates the forfeiture rate based on turnover data with further consideration given to the class of the employees to whom the options were granted. | |||||||||||||||||
Equity instruments issued to non-employees are accounted for under the provisions of ASC 505-50, Equity Based Payments to Non-Employees. Accordingly, the estimated fair value of the equity instrument is recorded on the earlier of the performance commitment date or the date the services required are completed. | |||||||||||||||||
The following table summarizes stock option activity for 2013: | |||||||||||||||||
Shares | Weighted- | Weighted-Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||
(Years) | (in thousands) | ||||||||||||||||
Outstanding, December 31, 2012 | 3,249,541 | $ | 0.94 | 7.3 | |||||||||||||
Granted | 1,307,101 | 10.7 | |||||||||||||||
Exercised | (1,268,049 | ) | 0.85 | ||||||||||||||
Forfeited or expired | (87,635 | ) | 1.11 | ||||||||||||||
Outstanding, December 31, 2013 | 3,200,958 | 4.9 | 6.9 | $ | 67,532 | ||||||||||||
December 31, 2013: | |||||||||||||||||
Exercisable | 1,688,251 | 0.94 | 4.8 | 42,311 | |||||||||||||
Vested and expected to vest | 3,022,948 | 4.64 | 6.8 | 64,574 | |||||||||||||
During 2013, 2012 and 2011 the Company issued 1,268,049, 863,176 and 49,883 shares of common stock, respectively, in conjunction with stock option exercises. The Company received cash proceeds from the exercise of these stock options of approximately $1.1 million, $46,826 and $53,225 during 2013, 2012 and 2011, respectively. | |||||||||||||||||
The weighted-average grant-date fair value of options granted during 2013, 2012 and 2011 was $6.91, $0.94 and $0.94 per share, respectively. The total intrinsic value of options exercised during 2013, 2012 and 2011 was approximately $5.4 million, $271,929 and $102,418, respectively. The total fair value of stock options which vested during 2013, 2012 and 2011 was $487,603, $879,024 and $1,108,107, respectively. As of December 31, 2013, the total unrecognized compensation expense related to non-vested stock options, net of related forfeiture estimates, was $7.6 million, which the Company expects to recognize over a weighted-average period of approximately four years. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
6. Income Taxes | |||||||||||||
For the years ended December 31, 2013, 2012 and 2011 there was no current provision for federal or state income taxes due to the taxable losses which resulted or use of legacy NOL carryforwards. | |||||||||||||
The significant components of the Company’s deferred tax assets (liabilities) were as follows: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Federal U.S. net operating loss carryforward | $ | 36,561,195 | $ | 35,330,167 | |||||||||
State net operating loss carryforward | 3,315,514 | 3,521,722 | |||||||||||
Research and development credit, net | 3,785,612 | 2,777,899 | |||||||||||
Orphan drug credit, net | 19,883,076 | 19,039,613 | |||||||||||
Deferred rent | 5,132,458 | 5,218,002 | |||||||||||
Deferred revenue | 8,216,695 | 9,379,064 | |||||||||||
Depreciation | 1,438,477 | 1,247,772 | |||||||||||
Other | 1,438,870 | 1,575,782 | |||||||||||
Gross deferred income tax assets | 79,771,897 | 78,090,021 | |||||||||||
Valuation allowance | (79,376,945 | ) | (78,090,021 | ) | |||||||||
Net deferred income tax assets | 394,952 | — | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Other | (394,952 | ) | — | ||||||||||
Gross deferred income tax liabilities | (394,952 | ) | — | ||||||||||
Net deferred income tax asset/(liability) | $ | — | $ | — | |||||||||
The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considers (i) future reversals of existing taxable temporary differences; (ii) future taxable income exclusive of reversing temporary difference and carryforwards; (iii) taxable income in prior carryback years if carryback is permitted under applicable tax law; and (iv) tax planning strategies. The Company’s net deferred income tax asset is not more likely than not to be utilized due to the lack of sufficient sources of future taxable income and cumulative book losses which have resulted over the years. The net increase in the valuation allowance in 2013 is due to the fact the Company generated research and development and orphan drug credits and NOL carryforwards which increased the net deferred tax asset. The increase in the credits and NOL carryforwards were offset by the decrease in deferred revenue and resulted in a net current year increase to the valuation allowance. | |||||||||||||
The Company has reported book losses from inception through December 31, 2010. The NOL carryforwards of approximately $104.8 million for U.S. federal and approximately $60.3 million for state will expire in various years beginning in 2023 through 2033. In addition, the Company has U.S. federal tax credits of $23.7 million which will expire in various years beginning in 2020 through 2033. | |||||||||||||
The use of the Company’s U.S. federal NOL and tax credit carryforwards in future years are restricted due to changes in the Company’s ownership and tax attributes acquired by the Company in a purchase. As of December 31, 2013, $8.5 million of the Company’s NOLs are limited for use over the years 2014 – 2027 in which a range of such amounts could be utilized on an annual basis of $0.2 million to $1.4 million. The remaining $96.3 million of NOLs is not limited and can be offset against future taxable income. Additionally, approximately $1.8 million of NOLs will be recognized as a benefit through additional-paid-in-capital when realized. Further, despite the NOL and credit carryforwards, the Company may have a future tax liability due to an alternative minimum tax or state tax requirements in which net operating losses do not exist. | |||||||||||||
The reconciliation of the reported estimated income tax benefit to the amount that would result by applying the U.S. federal statutory tax rate to the net income is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States federal tax at statutory rate | $ | (91,293 | ) | $ | 2,926,615 | $ | 2,350,992 | ||||||
State taxes (net of federal benefit) | 609,476 | 1,460,289 | 1,480,185 | ||||||||||
Deferred income tax adjustments | (855,130 | ) | (512,375 | ) | — | ||||||||
Deferred state blended rate adjustments | (344,178 | ) | — | — | |||||||||
Research credit, net | (225,605 | ) | — | — | |||||||||
Orphan drug credit, net | (843,463 | ) | (4,895,671 | ) | (7,056,607 | ) | |||||||
Other permanent items | 2,931 | 7,627 | 4,696 | ||||||||||
Equity-based compensation | 241,467 | 279,165 | 725,811 | ||||||||||
Fair value adjustment of preferred stock warrant liability | 218,872 | (52,743 | ) | (496,208 | ) | ||||||||
Change in valuation allowance | 1,286,923 | 787,093 | 2,991,131 | ||||||||||
Income tax expense/(benefit) | $ | — | $ | — | $ | — | |||||||
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning balance | $ | 1,592,357 | $ | 1,533,986 | $ | 1,246,025 | |||||||
Increases/(decreases) for current year tax positions | 115,502 | 58,371 | 287,961 | ||||||||||
Increases/(decreases) for prior year tax positions | — | — | — | ||||||||||
Decreases as a result of expiration of statute of limitations | — | — | — | ||||||||||
Ending balance | $ | 1,707,859 | $ | 1,592,357 | $ | 1,533,986 | |||||||
As of December 31, 2013 and 2012, of the total gross unrecognized tax benefits, approximately $1.2 million and $1.1 million would favorably impact the Company’s effective income tax rate, respectively. Although, due to the Company’s determination that the deferred income tax asset would not more likely than not be realized, a valuation allowance would be recorded, therefore, zero net impact would result within the Company’s effective income tax rate. The Company’s uncertain income tax position liability has been recorded to deferred income taxes to offset the tax attribute carryforward amounts. | |||||||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company has not recognized any interest or penalties related to the uncertain income tax positions due to the fact such position is related to tax attribute carryforwards which have not yet been utilized. The Company does not expect its unrecognized income tax position to significantly decrease within the next twelve months. | |||||||||||||
The Company’s U.S. Federal and state income tax returns from 2001 to 2012 remain subject to examination by the tax authorities. The Company’s 2001 through 2009 years remain open for examination, even though the statute of limitations has expired, due to the net operating losses and credits carried forward for use in prospective years. |
Lease_Exit_Liability
Lease Exit Liability | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Restructuring And Related Activities [Abstract] | ' | ||||
Lease Exit Liability | ' | ||||
7. Lease Exit Liability | |||||
On July 16, 2008, the Company acquired Raven Biotechnologies, Inc. (“Raven”), a private South San Francisco-based company focused on the development of monoclonal antibody therapeutics for treating cancer. Raven was considered a development-stage enterprise as defined in ASC 915, Development Stage Entities. In connection with the acquisition, the Company issued 12,466,039 shares of its Series D convertible preferred stock in exchange for all of the outstanding capital stock and convertible notes payable of Raven. | |||||
The Company undertook restructuring activities related to the acquisition of Raven. These restructuring activities included reductions in staffing levels and the intended exit of leased facilities. All severance-related payments were completed in the year ended December 31, 2009. | |||||
In connection with these restructuring activities, as part of the cost of acquisition, the Company established a restructuring liability attributed to an existing operating lease. The terms of the operating lease extend through 2018. | |||||
Changes in the lease exit liability are as follows: | |||||
Accrual balance at December 31, 2011 | $10,607,499 | ||||
Principal payments | (533,560 | ) | |||
Accrual balance at December 31, 2012 | 10,073,939 | ||||
Principal payments | (628,769 | ) | |||
Accrual balance at December 31, 2013 | $9,445,170 | ||||
Future principal payments to be made under the lease agreement for the next five years and thereafter as of December 31, 2013 are as follows: | |||||
2014 | $ | 1,438,742 | |||
2015 | 1,641,905 | ||||
2016 | 1,866,031 | ||||
2017 | 2,113,118 | ||||
2018 | 2,385,374 | ||||
Thereafter | — | ||||
$ | 9,445,170 | ||||
The purchase agreement provides for a specified total of certain contingent milestones that are based on the achievement of certain product sales derived from the acquired Raven technology. Also, a onetime payment of $5.0 million will be made to the Raven stockholders upon the initiation of patient dosing in the first Phase 2 clinical trial of any product derived from the Raven “Cancer Stem Cell Program.” No payment shall be made if the Phase 2 trial start date has not occurred on or before July 15, 2018. Other consideration includes a percentage of revenue (excluding consideration for research and development and equity) received by the Company for license of a product derived from the Raven “Cancer Stem Cell Program” and a onetime payment ranging from $8.0 million to $12.0 million dependent upon a specified level of sales of products derived from the Raven “Cancer Stem Cell Program.” | |||||
The contingent consideration will be accounted for as additional purchase price and recorded as incremental in-process research and development expense when it is deemed probable that the contingencies will be attained. No additional amounts have been recorded during the years ended December 31, 2013, 2012 and 2011. |
Collaboration_and_License_Agre
Collaboration and License Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Collaboration and License Agreements | ' |
8. Collaboration and License Agreements | |
Servier | |
In November 2011, the Company entered into a right-to-develop collaboration agreement with Servier for the development and commercialization of MGA271 in all countries other than the United States, Canada, Mexico, Japan, South Korea and India. | |
Upon execution of the agreement, Servier made a nonrefundable payment of $20.0 million to the Company. The Company is eligible to receive up to $30.0 million in license grant fees, $47.0 million in clinical milestone payments, $140.0 million in regulatory milestone payments and $208.0 million in sales milestone payments if Servier exercises the option, obtains regulatory approval for and successfully commercializes MGA271. The Company concluded that the license grant fees are not deliverables at the inception of the arrangement. The Company has determined that each potential future clinical, development and regulatory milestone is substantive. Although sales milestones are not considered substantive, they are still recognized upon achievement of the milestone (assuming all other revenue recognition criteria have been met) because there are no undelivered elements that would preclude revenue recognition at that time. In the event Servier exercises its option to continue development of MGA271, Servier must pay a license grant fee. Under this agreement, Servier would be obligated to pay the Company from low double digit to mid-teen royalties on product sales in its territories. | |
The Company has evaluated the research collaboration agreement with Servier and has determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company concluded that the option is substantive and that the license fees for this option is not a deliverable at the inception of the arrangement as there is considerable uncertainty that the option would be exercised and the additional fee to be paid upon exercise of the option represents its estimated selling price (i.e. no substantial discount was given). The Company’s substantive performance obligations under this research collaboration include an exclusivity clause to its technology, technical, scientific and intellectual property support to the research plan during the first year of the agreement and participation on an executive committee and a research and development committee. The Company determined that these performance obligations represent a single unit of accounting, since the license does not have stand-alone value to Servier without the Company’s technical expertise and committee participation. As such, the initial upfront payment was deferred and is being recognized ratably over the initial 27-month period, which represents the expected period of development and the Company’s participation on the research and development committee. The Company further concluded that each potential future clinical, development and regulatory milestone is substantive. | |
During the years ended December 31, 2013, 2012 and 2011 the Company recognized revenue of $21.3 million, $9.1 million and 0.9 million, respectively, under this agreement. Revenue recognized in the year ended December 31, 2013 included a $10.0 million substantive milestone payment received upon dosing the first patient in a Phase 1 dose expansion cohort trial of MGA271. | |
At December 31, 2013, $0.9 million of revenue remained deferred under this agreement, all of which was included in current liabilities. At December 31, 2012, $10.0 million of revenue was deferred under this agreement, $9.1 million of which was included in current liabilities and $0.9 million of which was included in long-term liabilities. | |
In September 2012, the Company entered into a second right-to-develop collaboration agreement with Servier and granted it options to obtain three separate exclusive licenses to develop and commercialize DART-based molecules, consisting of those designated by the Company as MGD006 and MGD007, as well as a third DART molecule, in all countries other than the United States, Canada, Mexico, Japan, South Korea and India. | |
Upon execution of the agreement, Servier made a nonrefundable payment of $20.0 million to the Company. In addition, the Company will be eligible to receive up to $65.0 million in license grant fees, $98.0 million in clinical milestone payments, including $5.0 million upon IND acceptance for each of MGD006, MGD007 and a third DART molecule, $300.0 million in regulatory milestone payments and $630.0 million in sales milestone payments if Servier exercises all of the options and successfully develops, obtains regulatory approval for, and commercializes a product under each license. In addition to these milestones, the Company and Servier will share Phase 2 and Phase 3 development costs. The Company has determined that each potential future clinical, development and regulatory milestone is substantive. Although sales milestones are not considered substantive, they are still recognized upon achievement of the milestone (assuming all other revenue recognition criteria have been met) because there are no undelivered elements that would preclude revenue recognition at that time. Under this agreement, Servier would be obligated to pay the Company between high-single digit and mid-teen royalties on net product sales in its territories. | |
The Company has evaluated the research collaboration agreement with Servier and has determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company concluded that each option is substantive and that the license fees for each option are not deliverables at the inception of the arrangement and were not issued with a substantial discount. The Company’s substantive performance obligations under this research collaboration include an exclusivity clause to its technology, technical, scientific and intellectual property support to the research plan during the first year of the agreement and participation on an executive committee and a research and development committee. The Company determined that the performance obligations with respect to the pre-clinical development represent a single unit of accounting, since the license does not have stand-alone value to Servier without the Company’s technical expertise and committee participation. As such, the initial up front license payment was deferred and is being recognized ratably over the initial 29-month period, which represents the expected development period. The Company further concluded that each potential future clinical, development and regulatory milestone is substantive. | |
During the years ended December 31, 2013 and 2012 the Company recognized revenue of $8.6 million, and $2.0 million, respectively. No milestones have been recognized under this agreement during the years ended December 31, 2013 and 2012. | |
At December 31, 2013, $9.4 million of revenue was deferred under this agreement, $8.6 million of which was included in current liabilities and $0.8 million of which was included in long-term liabilities. At December 31, 2012, $18.0 million of revenue was deferred under this agreement, $8.6 million of which was included in current liabilities and $9.4 million of which was included in long-term liabilities. | |
In February 2014, Servier exercised its exclusive option to develop and commercialize MGD006. As a result of the exercise, the Company received a $15.0 million payment from Servier for its license to develop and commercialize MGD006 in its territories. In addition, the Company received a $5.0 million payment from Servier upon the achievement of a clinical milestone related to the IND application for MGD006 clearing the 30-day review period by the FDA. | |
Gilead | |
In January 2013, the Company entered into an agreement with Gilead for the research, development and commercialization of up to four DART-based molecules. The time period for Gilead’s exercise of one option has expired. At present, Gilead retains a license to one and options to two of the original four programs. Gilead has exclusive worldwide rights for each of these remaining programs. | |
The Company received an initial $7.5 million license grant fee for the first DART-based molecule, and is eligible to receive additional license grant fees of $7.5 million on each of the remaining two DART-based molecules if they are selected by Gilead. The Company is further eligible to receive up to an additional $20 to $25 million in pre-clinical milestones across each of the three remaining DART programs and up to approximately $240 to $250 million per remaining program in additional clinical, regulatory and sales milestones if Gilead exercises both remaining options and achieves all of the requisite milestones under each option and license. The Company has determined that the other licenses are conditional deliverables, which are substantive options that were not granted with a substantial discount. The Company has determined that each potential future clinical, development and regulatory milestone is substantive. Although sales milestones are not considered substantive, they are still recognized upon achievement of the milestone (assuming all other revenue recognition criteria have been met) because there are no undelivered elements that would preclude revenue recognition at that time. Gilead also provides funding for the Company’s internal and external research costs under the agreement. Additionally, Gilead would be obligated to pay the Company high single digit to low double digit, but less than teen royalties on product sales. | |
The Company has evaluated the research collaboration agreement with Gilead and has determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company’s substantive performance obligations under this research collaboration include a license to its technology and research and development services. The Company concluded that the deliverables do not have stand alone value and therefore, represent a combined single unit of accounting. Due to the lack of standalone value for the license and research and development services, the combined unit of accounting (the upfront payment and the expected research and development reimbursements) is being recognized ratably over a period of 21 months, which represents the expected development period. | |
The Company and Gilead have also agreed to establish a joint research committee to facilitate the governance and oversight of the parties’ activities under the agreements. Management considered whether participation on the joint committee may be a deliverable and determined that it was not a deliverable. Had management considered participation on the joint committee as a deliverable, it would not have had a material impact on the accounting for the arrangement. | |
The Company recognized revenues of approximately $8.0 million under this agreement for the year ended December 31, 2013. No milestones have been achieved under this agreement. | |
At December 31, 2013, $3.6 million of revenue was deferred under this agreement, all of which was included in current liabilities. | |
Boehringer | |
In October 2010 the Company entered into a collaboration and license agreement with Boehringer to discover, develop and commercialize up to ten DART-based molecules which span multiple therapeutic areas. Under the terms of the agreement, the Company granted Boehringer an exclusive, worldwide, royalty-bearing, license under its intellectual property to research, develop, and market DARTs generated under the agreement throughout the world. | |
Upon execution of the agreement, the Company received an upfront payment of $15.0 million. The Company subsequently received three annual maintenance payments including one in the fourth quarter of 2013. These maintenance payments are being recognized over the estimated period of development. The Company has the potential to earn milestone payments of approximately $41.0 million related to pre-clinical and clinical development, $89.0 million related to regulatory milestones and $83.0 million related to sales milestones for each of the DART programs under this agreement in the case of full commercial success of multiple DART products. The Company has determined that each potential future clinical, development and regulatory milestone is substantive. Although sales milestones are not considered substantive, they are still recognized upon achievement of the milestone (assuming all other revenue recognition criteria have been met) because there are no undelivered elements that would preclude revenue recognition at that time. Boehringer also provides funding for the Company’s internal and external research costs and is required to pay the Company mid-single digit royalties on product sales. In November 2013, Boehringer nominated a bi-specific antibody therapeutic candidate generated by the Company’s DART technology for pre-clinical development. This formal selection of a development candidate triggered a $5.0 million milestone payment to the Company. From the commencement of the collaboration through December 31, 2013, the Company has received $48.8 million under this agreement, including upfront, annual maintenance and milestone payments as well as research funding. In addition, Boehringer purchased $10.0 million of the Company’s Series D-2 Preferred Stock in January 2011. This preferred stock was converted to common stock upon the Company’s IPO in October 2013. | |
The Company determined that the deliverables under the Boehringer agreement include the license, the research and development services to be performed by the Company, and the co-promotion/manufacturing services. The Company concluded that the co-promotional activities were optional and were subject to further negotiation upon reaching regulatory approval. As such, the co-promotional period is not included in the expected obligation period to perform services. | |
The Company concluded that the undelivered element of research and development services had fair value. The Company concluded that the license does not have value on a standalone basis (e.g. absent the provision of the research and development services) and therefore does not represent a separate unit of accounting. The Company concluded that because the drug candidate has not yet been developed, the license is of no value to Boehringer without the ensuing research and development activities using the DART technology, which is proprietary to the Company. Likewise, Boehringer could not sell the license to another party (without the Company agreeing to provide the research and development activities for the other party). | |
Therefore, the upfront license fee and research and development services were treated as a combined unit of account and recognized over the expected obligation period associated with the research and development services through September 2015, which represents the estimated period of development. | |
The Company and Boehringer have also agreed to establish a joint research committee to facilitate the governance and oversight of the parties’ activities under the agreements. Management considered whether participation on the joint committee may be a deliverable and determined that it was not a deliverable. However, had management considered participation on the joint committee as a deliverable, it would not have had a material impact on the accounting for the arrangement as the period of participation in this committee matched the obligation period for the research and development services. | |
There have been no material modifications to this agreement since the adoption of ASU 2009-13 on January 1, 2011. | |
The Company recognized revenues of approximately $14.4 million, $11.7 million and $8.9 million during the years ended December 31, 2013, 2012 and 2011, respectively. Revenue recognized in the years ended December 31, 2013 and 2012 included milestone payments of $5.0 million and $2.0 million, respectively, for the achievement of clinical milestones. No milestones were achieved in the year ended December 31, 2011. At December 31, 2013, $12.8 million of revenue was deferred under this agreement, $7.0 million of which was included in current liabilities and $5.8 million of which was included in long-term liabilities. At December 31, 2012, $14.0 million of revenue was deferred under this agreement, $5.0 million of which was included in current liabilities and $9.0 million of which was included in long-term liabilities. | |
Pfizer | |
In October 2010, the Company entered into a three year agreement with Pfizer to discover, develop and commercialize up to two DART-based molecules. The Company granted Pfizer a non-exclusive worldwide, royalty-bearing license and received an upfront payment of $5.0 million and has received milestone payments and funding for the Company’s internal and external research costs under the agreement. | |
The Company is eligible to receive milestone payments of approximately $17.0 million related to pre-clinical and clinical development and $195.0 million related to commercialization and sales milestones for each DART program under this agreement. The Company has determined that each potential future technical and development milestone is substantive. Although sales milestones are not considered substantive, they are still recognized upon achievement of the milestone (assuming all other revenue recognition criteria have been met) because there are no undelivered elements that would preclude revenue recognition at that time. Pfizer is responsible for all pre-clinical and clinical development costs for the program. In addition, Pfizer is required to pay the Company mid-single digit to low-teen royalties on product sales. Under this collaboration, one DART program is currently being pursued and the Company completed its research obligations under this program in January 2014. | |
The Company has evaluated the research collaboration agreement with Pfizer and has determined that it is a revenue arrangement with multiple deliverables, or performance obligations. The Company’s substantive performance obligations under this research collaboration include an exclusive license to its technology, research and development services and manufacturing services. The Company concluded that the manufacturing services were optional and were subject to further negotiation upon reaching regulatory approval. As such, the manufacturing services are not included in the expected obligation period to perform services. | |
The Company determined that it had fair value of the undelivered element of the research and development services. However, the Company concluded that the license does not have value on a standalone basis (e.g. absent the provision of the research and development services) and therefore does not represent a separate unit of accounting. Facts that were considered included the development of the candidate noting that because the drug candidate has not yet been developed, the license is of no value to Pfizer without the ensuing research and development activities using the DART technology, which is proprietary to the Company. Likewise, Pfizer could not sell the license to another party (without the Company agreeing to provide the research and development activities for the other party). | |
Therefore, the upfront license fee and research and development services were treated as a combined unit of accounting and recognized over the expected obligation period associated with the research and development services through January 2014, which represents the estimated period of development. | |
The $5.0 million upfront payment received by the Company is non-refundable; therefore, there is no right of return for the license. The Company recognizes revenue associated with this non-refundable up-front license fee through the expected obligation period associated with the research and development services, which ended in January 2014. | |
The Company and Pfizer have also agreed to establish a joint research committee to facilitate the governance and oversight of the parties’ activities under the agreements. Management considered whether participation on the joint committee may be a deliverable and determined that it was not a deliverable because it is a participating right and not an obligation of the Company. However, had management considered participation on the joint committee as a deliverable, it would not have had a material impact on the accounting for the arrangement. | |
There have been no material modifications to this agreement since the adoption of ASU 2009-13 on January 1, 2011. | |
The Company recognized revenues of approximately $3.5 million, $5.5 million and $5.2 million during the years ended December 31, 2013, 2012 and 2011, respectively. Included in the 2012 revenues are milestone payments totaling $500,000. No additional milestones have been achieved under this agreement through December 31, 2013. | |
At December 31, 2013 and 2012, $7,291 and $1.3 million of revenue was deferred under this agreement, respectively, all of which was included in current liabilities. | |
Green Cross | |
In June 2010, the Company entered into a collaboration agreement with Green Cross for the development of the Company’s anti-HER2 antibody known as MGAH22, or margetuximab. This arrangement grants Green Cross an exclusive license to conduct specified Phase 1 and Phase 2 clinical trials and commercialize margetuximab in South Korea. | |
Upon execution of the agreement, Green Cross made a nonrefundable payment of $1.0 million to the Company. The Company is eligible to receive clinical development and commercial milestone payments of up to $4.5 million. The Company has determined that each potential clinical development and commercial milestone is substantive. The Company is also entitled to receive royalties on net sales of margetuximab in South Korea. The Company and Green Cross have formed a joint steering committee to coordinate and oversee activities on which the companies collaborate under the agreement. | |
The Company has evaluated the collaboration agreement with Green Cross and has determined that it is a revenue arrangement with multiple deliverables or performance obligations. The Company’s substantive performance obligations under this agreement include an exclusive license to its technologies and participation in a joint steering committee. The Company concluded that the license does not have value on a standalone basis and therefore does not represent a separate unit of accounting. Likewise, Green Cross could not sell the license to another party. | |
The $1.0 million upfront payment received by the Company is non-refundable; as such, there is no right of return for the license. Therefore, the upfront license fee and participation on the joint steering committee were treated as a combined unit of accounting and will be recognized over the term of the agreement through June 2020. | |
There have been no material modifications to this agreement since the adoption of ASU 2009-13 on January 1, 2011. | |
The Company recognized revenues of approximately $100,000 under this agreement during each of the three years ended December 31, 2013. No milestones were achieved under this agreement during the three years ended December 31, 2013. | |
At December 31, 2013, $650,000 of revenue was deferred under this agreement, $100,000 of which was included in current liabilities and $550,000 of which was included in long-term liabilities. At December 31, 2012, $750,000 of revenue was deferred under this agreement, $100,000 of which was included in current liabilities and $650,000 of which was included in long-term liabilities. | |
Eli Lilly | |
In October 2007, the Company entered into an exclusive license and collaboration agreement (together, the Agreements) with Eli Lilly to jointly develop and commercialize teplizumab, a humanized anti-CD3 monoclonal antibody. As part of the Agreements, Eli Lilly acquired the exclusive rights to the molecule. | |
Upon execution of the Agreements, Eli Lilly made a nonrefundable payment of $41.0 million to the Company. In May 2008, Eli Lilly paid the Company a milestone payment of $50.0 million and in May 2010, Eli Lilly paid an additional milestone of $5.0 million. | |
On October 28, 2010, Lilly notified the Company of its decision to terminate the agreement after review of one year of clinical data from the Protégé trial in Type 1 diabetes patients treated with teplizumab. Such data failed to support the primary efficacy end point in the study. In February 2011, the Company reacquired the commercial rights to the molecule from Eli Lilly. During the year ended December 31, 2012, Eli Lilly satisfied its obligation related to the cost of monitoring patients under the Protégé and Encore trials. The Company’s obligations continued through September 2012, which represented the follow up period for enrolled patients and the Company’s final reporting of the trial’s results. There is no additional clinical trial activity under the Eli Lilly Agreements as it relates to such trials. However, Eli Lily continues to reimburse the Company for monitoring patients in one currently active trial. | |
During the years ended December 2013, 2012 and 2011, the Company recognized revenue of $0.8 million, $31.2 million and $30.9 million, respectively, under this agreement. No milestones were achieved under this agreement during the three years ended December 31, 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
9. Commitments and Contingencies | |||||
Operating Leases | |||||
The Company leases office and laboratory space in Rockville, Maryland under a lease that expires on March 31, 2018, and leases a manufacturing facility in Rockville under a lease that expires on December 31, 2014. The Company has an option under each lease to continue the respective lease for five years under the same terms. The Company also subleases office and laboratory space in South San Francisco under a lease that expires on December 31, 2018. All of the leases contain rent escalation clauses. For financial reporting purposes, rent expense is charged to operations on a straight-line basis over the term of the lease. As of December 31, 2013 and 2012, the Company had recorded a deferred rent liability of $2.9 million and $2.8 million, respectively. Rent expense for the years ended December 31, 2013, 2012 and 2011 was $2.7 million, $2.7 million and $2.9 million, respectively. | |||||
Future minimum lease payments under noncancelable operating leases at December 31, 2013 are as follows: | |||||
2014 | $ | 3,651,421 | |||
2015 | 3,310,884 | ||||
2016 | 3,410,210 | ||||
2017 | 3,512,517 | ||||
2018 | 2,780,398 | ||||
Thereafter | — | ||||
$ | 16,665,430 | ||||
Product_Milestone_Payments_and
Product Milestone Payments and Royalty Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Text Block [Abstract] | ' |
Product Milestone Payments and Royalty Agreements | ' |
10. Product Milestone Payments and Royalty Agreements | |
In connection with an Asset Purchase Agreement with Tolerance Therapeutics, Inc. (“Tolerance”) entered into during June 2005, the Company may be required to issue Tolerance additional consideration as follows: (i) $10,950,000 if certain milestones are met, including the initiation of Phase 3 trials and filing of various regulatory product license applications; (ii) 36,135 shares of common stock; and (iii) royalty payments between 1.75% and 4.0% of net sales of products acquired from or patented by Tolerance or other product fees earned by the Company. Any additional consideration required to be paid under the Asset Purchase Agreement will be recorded as research and development expense when incurred. No payments related to the additional consideration have occurred during the three years ended December 31, 2013. Additionally, certain agreements require the Company to pay royalties. Currently, the Company is not obligated to pay royalties, as no revenue from product sales is being generated by the Company. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
11. Employee Benefit Plan | |
On September 25, 2002, the Company established the MacroGenics 401(k) Plan (the “Plan”) for its employees under Section 401(k) of the IRC. Under this Plan, all employees at least 21 years of age are eligible to participate in the Plan, starting on the first day of each month. Employees may contribute up to 100% of their salary, subject to government maximums. | |
Employees are 100% vested in their contributions to the Plan. The Company’s contribution to the Plan, as determined by the Board of Directors, is discretionary. The Company’s contributions to the Plan totaled $252,930, $225,195 and $217,097 for the years ended December 31, 2013, 2012 and 2011, respectively. |
Quarterly_Financial_Informatio
Quarterly Financial Information | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Financial Information | ' | ||||||||||||||||
12. Quarterly Financial Information (unaudited) | |||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
2013 | |||||||||||||||||
Revenue | $ | 10,598 | $ | 12,299 | $ | 20,232 | $ | 14,906 | |||||||||
Net income (loss) | (3,366 | ) | (294 | ) | 6,604 | (3,205 | ) | ||||||||||
Net income (loss) per share, basic | $ | (2.93 | ) | $ | (0.24 | ) | $ | 0.14 | $ | (0.14 | ) | ||||||
Net income (loss) per share, diluted | $ | (2.93 | ) | $ | (0.24 | ) | $ | 0.01 | $ | (0.14 | ) | ||||||
2012 | |||||||||||||||||
Revenue | $ | 20,510 | $ | 17,435 | $ | 16,082 | $ | 9,799 | |||||||||
Net income (loss) | 4,320 | 3,546 | 2,601 | (2,105 | ) | ||||||||||||
Net income (loss) per share, basic | $ | 0 | $ | 0 | $ | 0 | $ | (1.92 | ) | ||||||||
Net income (loss) per share, diluted | $ | 0 | $ | 0 | $ | 0 | $ | (1.92 | ) | ||||||||
Annual net income (loss) per share includes the effects of income allocated to participating securities. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
13. Subsequent Events | |
In February 2014, Servier exercised its exclusive option to develop and commercialize MGD006. Servier will gain exclusive development and commercial rights in all countries outside of the U.S., Canada, Mexico, Japan, South Korea and India. In those countries, the Company will retain development and commercialization rights. As a result of the exercise, the Company received a $15.0 million payment from Servier. In addition, the IND application for MGD006 has cleared the 30-day review period by the FDA, triggering an additional $5.0 million payment to the Company by Servier. | |
In February 2014, the Company completed a follow-on equity offering, in which the Company sold 1.8 million shares of its common stock at a price of $36.50 per share. Additionally, the underwriters of the offering exercised the full amount of their over-allotment option resulting in the sale of an additional 450,000 shares of the Company’s common stock at a price of $36.50 per share. The Company received net proceeds of $76.7 million from this offering, net of underwriting discounts and commissions and other estimated offering expenses. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Basis of Presentation and Principles of Consolidation | ' | ||||||||||||||||
Basis of Presentation and Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of MacroGenics, Inc. and its wholly owned subsidiary, MacroGenics West, Inc. All intercompany accounts and transactions have been eliminated in consolidation. The Company currently operates in one operating segment. Operating segments are defined as components of an enterprise about which separate discrete information is available for the chief operating decision maker, or decision making group, in deciding how to allocate resources and assessing performance. The Company views its operations and manages its business in one segment, which is developing monoclonal antibody-based therapeutics for cancer, autoimmune and infectious diseases. | |||||||||||||||||
Use of Estimates | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of the financial statements in accordance with generally accepted accounting principles (“GAAP”) requires the Company to make estimates and judgments in certain circumstances that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, fair values of assets, convertible preferred stock and common stock, preferred stock warrant liability, income taxes, pre-clinical study and clinical trial accruals and other contingencies. Management bases its estimates on historical experience or on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from these estimates. | |||||||||||||||||
In addition, prior to the Company’s IPO in October 2013, the Company utilized estimates and assumptions in determining the fair value of its common stock. The Company granted stock options at exercise prices not less than the fair value of its common stock as determined by the Board of Directors, with input from management. Management used contemporaneous valuations in estimating the fair value of its common stock. The board of directors determined the estimated fair value of the common stock based on a number of objective and subjective factors, including external market considerations affecting the biotechnology industry and the historic prices at which the Company sold shares of its preferred stock. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
The Company considers all investments in highly liquid financial instruments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of certificates of deposit and investments in money market funds with commercial banks and financial institutions. Cash equivalents are stated at amortized cost, plus accrued interest, which approximates fair value. | |||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||
Accounts Receivable | |||||||||||||||||
Accounts receivable that management has the intent and ability to collect are reported in the consolidated balance sheets at outstanding amounts, less an allowance for doubtful accounts. The Company writes off uncollectible receivables when the likelihood of collection is remote. | |||||||||||||||||
The Company evaluates the collectability of accounts receivable on a regular basis. The allowance, if any, is based upon various factors including the financial condition and payment history of customers, an overall review of collections experience on other accounts and economic factors or events expected to affect future collections experience. No allowance was recorded as of December 31, 2013 or 2012, as the Company has a history of collecting on all outstanding accounts. | |||||||||||||||||
Restricted Cash | ' | ||||||||||||||||
Restricted Cash | |||||||||||||||||
The Company is required to maintain certificates of deposit that serve as collateral for various operating leases and corporate credit card accounts. Amounts classified as restricted cash on the consolidated balance sheets are $404,850 at December 31, 2013 and 2012. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||
The fair market values of the financial instruments included in the financial statements, which include cash equivalents and money market accounts, approximate their carrying values at December 31, 2013 and 2012, due to their short-term maturities. The Company accounts for recurring and non-recurring fair value measurements in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories: | |||||||||||||||||
• | Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. | ||||||||||||||||
• | Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. | ||||||||||||||||
• | Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity – e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. | ||||||||||||||||
The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. | |||||||||||||||||
Financial assets and liabilities subject to fair value measurements were as follows: | |||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets | Observable | Unobservable | |||||||||||||||
for | Inputs | Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 90,434,435 | $ | 90,434,435 | $ | — | $ | — | |||||||||
Money market funds | 26,046,974 | 26,046,974 | — | — | |||||||||||||
Restricted cash | 404,850 | 404,850 | — | — | |||||||||||||
Total Assets | $ | 116,886,259 | $ | 116,886,259 | $ | — | $ | — | |||||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets | Observable | Unobservable | |||||||||||||||
for | Inputs | Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 18,695,197 | $ | 18,695,197 | $ | — | $ | — | |||||||||
Money market funds | 29,047,958 | 29,047,958 | — | — | |||||||||||||
Restricted cash | 404,850 | 404,850 | — | — | |||||||||||||
Total Assets | $ | 48,148,005 | $ | 48,148,005 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Preferred stock warrant liability | $ | (52,947 | ) | $ | — | $ | — | $ | (52,947 | ) | |||||||
As of December 31, 2012, the Company transferred its money market funds from Level 2 to Level 1 because the inputs are now based upon a quoted market price. | |||||||||||||||||
The Company’s Level 1 securities primarily consist of restricted cash, cash equivalents and money market funds. The Company determines the estimated fair value for its Level 1 securities using quoted (unadjusted) prices for identical assets or liabilities in active markets. | |||||||||||||||||
The Company determines the estimated fair value for its Level 2 securities using the following methods: quoted prices for similar assets/liabilities in active markets, inputs other than quoted prices that are observable for the asset/liability (e.g., interest rates, yield curves volatilities, default rates, etc.) and inputs that are derived principally from or corroborated by other observable market data. | |||||||||||||||||
The following table provides a rollforward of the Company’s preferred stock warrant liability, which was the only financial instrument measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as defined in ASC 820: | |||||||||||||||||
Balance at December 31, 2012 | $ | (52,947 | ) | ||||||||||||||
Total unrealized gains (losses) included in earnings | (626,349 | ) | |||||||||||||||
Settlement of preferred stock warrants | 679,296 | ||||||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||||||
In order to estimate the fair value of the preferred stock purchase warrants, the business enterprise value was established based on a discounted cash flow model (income approach). The Company utilized an option pricing method to value the shares using a contingent claims analysis, which applies a series of call options whose inputs reflect the liquidation preferences and conversion behavior of the different classes of equity. After the equity value of the business enterprise was determined, the total equity value is allocated to the various equity instruments such as preferred stock, stock options and preferred stock purchase warrants. Key management estimates relate to the time period to liquidation and conversion behavior of a particular class of stockholders. The business enterprise value includes assumptions related to product approval, market penetration and costs to develop the product. Significant changes to these assumptions would result in increases/decreases to the fair value of the outstanding warrants. | |||||||||||||||||
The total unrealized gains (losses) on the preferred stock warrants included in earnings is included as a component of other income (expense) in the consolidated statement of operations and comprehensive income. Immediately prior to the Company’s IPO in October 2013, all the preferred stock warrants were exercised and converted into shares of Series D-2 preferred stock, which were subsequently converted to common stock. | |||||||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Substantially all of the Company’s cash and cash equivalents are maintained with major financial institutions in the United States. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk. | |||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, and accounts receivable. The counterparties are various corporations, financial institutions and government agencies of high credit standing. | |||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, all of the Company’s grant revenue was related to contracts and research grants received from U.S. government agencies. Collaborations with Les Laboratoires Servier and Institut de Recherches Servier (collectively, “Servier”), Boehringer Ingelheim GmbH (“Boehringer”), Gilead Sciences, Inc. (“Gilead”), Pfizer, Inc. (“Pfizer”) and Eli Lilly & Co. (“Eli Lilly”) account for all other revenue. All outstanding receivables are due from the Company’s collaborators and U.S. government agencies. | |||||||||||||||||
The following table represents the percentage of all significant revenue earned in the periods indicated: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Servier | 51.6 | % | 17.3 | % | — | ||||||||||||
Boehringer | 24.8 | % | 18.4 | % | 15.6 | % | |||||||||||
Gilead | 13.8 | % | — | — | |||||||||||||
Pfizer | 6 | % | 8.7 | % | 10.8 | % | |||||||||||
Government Agencies | 2.2 | % | 6.5 | % | 17.7 | % | |||||||||||
Eli Lilly | 1.4 | % | 48.9 | % | 54 | % | |||||||||||
The following table represents the percentage of all significant accounts receivable: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Gilead | 53.4 | % | — | ||||||||||||||
Pfizer. | 12.3 | % | 45.4 | % | |||||||||||||
Boehringer | 12.2 | % | 18 | % | |||||||||||||
Eli Lilly | 7 | % | 28.2 | % | |||||||||||||
Servier | 6.4 | % | — | ||||||||||||||
Government Agencies | 4.6 | % | 8.4 | % | |||||||||||||
Property and Equipment | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is credited or charged to operations. Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment | 3 years | ||||||||||||||||
Software | 3 years | ||||||||||||||||
Furniture | 10 years | ||||||||||||||||
Laboratory and office equipment | 5 years | ||||||||||||||||
Leasehold improvements | Shorter of lease term or useful life | ||||||||||||||||
Impairment of Long-Lived Assets | ' | ||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company assesses the recoverability of its long-lived assets in accordance with the provisions of ASC 360, Property, Plant and Equipment. ASC 360 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset or asset group. If carrying value exceeds the sum of undiscounted cash flows, the Company then determines the fair value of the underlying asset group. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the estimated fair value of the asset group. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. As of December 31, 2013 and 2012, the Company determined that there were no impaired assets and had no assets held-for-sale. | |||||||||||||||||
Income Taxes | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. Financial statement recognition of a tax position taken or expected to be taken in a tax return is determined based on a more-likely-than-not threshold of that position being sustained. If the tax position meets this threshold, the benefit to be recognized is measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company’s policy is to record interest and penalties related to uncertain tax positions as a component of income tax expense. | |||||||||||||||||
Revenues | ' | ||||||||||||||||
Revenues | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company enters into collaboration and license agreements with collaborators for the development of monoclonal antibody-based therapeutics to treat cancer and other complex diseases. The terms of these agreements contain multiple deliverables which may include (i) licenses, or options to obtain licenses, to the Company’s technological platforms, such as its Fc Optimization and Dual-Affinity Re-Targeting (“DART”) technologies, (ii) rights to future technological improvements, (iii) research and development activities to be performed on behalf of the collaborator or as part of the collaboration, and (iv) the manufacture of pre-clinical or clinical materials for the collaborator. Payments to the Company under these agreements may include nonrefundable license fees, option fees, exercise fees, payments for research and development activities, payments for the manufacture of pre-clinical or clinical materials, license maintenance payments, payments based upon the achievement of certain milestones and royalties on product sales. Other benefits to the Company of these agreements include the right to sell products resulting from the collaborative efforts of the parties in specific geographic territories. The Company follows the provisions of the FASB ASC Topic 605-25, Revenue Recognition – Multiple-Element Arrangements, and ASC Topic 605-28, Revenue Recognition–Milestone Method, in accounting for these agreements. In order to account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on the achievement of certain criteria, including whether the delivered element has stand-alone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. | |||||||||||||||||
For the periods presented, the Company had the following two types of agreements with the parties identified below: 1) exclusive development and commercialization licenses to use the Company’s technology and/or certain other intellectual property to develop compounds against specified targets (referred to herein as exclusive licenses); and 2) Option/research agreements to secure on established terms, development and commercialization licenses to anticancer and other therapeutic product candidates to collaborator selected targets developed by the Company during an option period (referred to herein as right-to-develop agreements). | |||||||||||||||||
There are no performance, cancellation, termination or refund provisions in any of the arrangements that contain material financial consequences to the Company. | |||||||||||||||||
Exclusive Licenses | |||||||||||||||||
The deliverables under an exclusive license agreement generally include the exclusive license to the Company’s DART technology with respect to a specified antigen target, and may also include deliverables related to rights to future technological improvements, research and pre-clinical development activities to be performed on behalf of the collaborator. In some cases the Company may have an option to participate in the co-development of product candidates that result from such agreements. | |||||||||||||||||
Generally, exclusive license agreements contain nonrefundable terms for payments and, depending on the terms of the agreement, provide that the Company will (i) at the collaborator’s request, provide research and pre-clinical development services at negotiated prices which are generally consistent with what other third parties would charge, (ii) earn payments upon the achievement of certain milestones, (iii) earn royalty payments, and (iv) in some cases grant the Company an option to participate in the development and commercialization of products that result from such agreements. Royalty rates may vary over the royalty term depending on the Company’s intellectual property rights and whether the Company exercises any co-development and co-commercialization rights. The Company may provide technical assistance and share any technology improvements with its collaborators during the term of the collaboration agreements. | |||||||||||||||||
The Company does not directly control when any collaborator will achieve milestones or become liable for royalty payments. | |||||||||||||||||
In determining the units of accounting, management evaluates whether the exclusive license has stand-alone value from the undelivered elements to the collaborator based on the consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination include the research and development capabilities of the partner and the availability of technology platform and product research expertise in the general marketplace. If the Company concludes that the license has stand-alone value and therefore will be accounted for as a separate unit of accounting, the Company then determines the estimated selling prices of the license and all other units of accounting based on market conditions, similar arrangements entered into by third parties, and entity-specific factors such as the terms of the Company’s previous collaboration agreements, recent pre-clinical and clinical testing results of therapeutic product candidates that use the Company’s technology platforms, the Company’s pricing practices and pricing objectives, the likelihood that technological improvements will be made, the likelihood that technological improvements made will be used by the Company’s collaborators and the nature of the research services to be performed on behalf of its collaborators and market rates for similar services. | |||||||||||||||||
Upfront payments on exclusive licenses are deferred if facts and circumstances dictate that the license does not have stand-alone value. Prior to the adoption of Accounting Standards Update (“ASU”) No. 2009-13, Revenue Arrangements with Multiple Deliverables, on January 1, 2011, the Company determined that its licenses lacked stand-alone value because it did not have vendor-specific objective evidence of selling price (“VSOE”), and were combined with other elements of the arrangement and any amounts associated with the license were deferred and amortized over a certain period, which the Company refers to as the Company’s period of substantial involvement. In making the determination of the length of the period over which to defer revenue for contracts entered into prior to the adoption of ASU No. 2009-13, significant judgment and estimation is used by the Company and can have an impact on the amount of revenue recognized in a given period. Historically, the Company’s involvement with the development of a collaborator’s product candidate has been significant at the early stages of development, and lessens as it progresses into clinical trials. Accordingly, the Company generally estimates this period of substantial involvement to begin at the inception of the collaboration agreement and conclude at the end of the Company’s substantial involvement. ASU No. 2009-13 amends the criteria for separating and allocating consideration in a multiple element arrangement by modifying the fair value requirements for revenue recognition and eliminating the use of the residual value method. The selling prices of deliverables under an arrangement may be derived using third-party evidence (“TPE”), or a best estimate of selling price (“BESP”), if VSOE is not available. The objective of BESP is to determine the price at which the Company would transact a sale if the element within the license agreement was sold on a standalone basis. Establishing BESP involves management’s judgment and considers multiple factors, including market conditions and company-specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed models that include assumptions related to market opportunity, discounted cash flows, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the license. In validating the BESP, management considers whether changes in key assumptions used to determine the BESP will have a significant effect on the allocation of the arrangement consideration between the multiple deliverables. Deliverables under the arrangement are separate units of accounting if (i) the delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the Company’s control. 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. The appropriate revenue recognition model is applied to each element and revenue is accordingly recognized as each element is delivered. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. | |||||||||||||||||
In determining the separate units of accounting, the Company evaluated whether the exclusive license had standalone value to the collaborator based on consideration of the relevant facts and circumstances for each arrangement. Factors considered in this determination included the research and development capabilities of the collaborator and the availability of relevant research expertise in the marketplace. In addition, the Company considered whether or not (i) the collaborator could use the license for its intended purpose without the receipt of the remaining deliverables, (ii) the value of the license was dependent on the undelivered items and (iii) the collaborator or other vendors could provide the undelivered items. | |||||||||||||||||
The Company reassesses its periods of substantial involvement over which the Company amortizes its upfront license fees and makes adjustments as appropriate. In the event a collaborator elects to discontinue development of a specific product candidate under a single target license, but retains its right to use the Company’s technology to develop an alternative product candidate to the same target or a target substitute, the Company would cease amortization of any remaining portion of the upfront fee until there is substantial pre-clinical activity on another product candidate and its remaining period of substantial involvement can be estimated. In the event that a single target license were to be terminated, the Company would recognize as revenue any portion of the upfront fee that had not previously been recorded as revenue, but was classified as deferred revenue, at the date of such termination or through the remaining substantial involvement in the wind down of the agreement. | |||||||||||||||||
Upfront payments on exclusive licenses may be recognized upon delivery of the license if facts and circumstances dictate that the license has stand-alone value from the undelivered elements, which generally include rights to future technological improvements, research services and the manufacture of pre-clinical and clinical materials. | |||||||||||||||||
The Company recognizes revenue related to research and pre-clinical development services that represent separate units of accounting as they are performed, as long as there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the related receivable is probable. The Company recognizes revenue related to the rights to future technological improvements over the estimated term of the applicable license. | |||||||||||||||||
The Company typically performs research activities and pre-clinical development services, including generating and engineering product candidates, on behalf of its licensees during the early evaluation and pre-clinical testing stages of drug development under its exclusive licenses. The Company records amounts received for research materials produced or services performed as revenue from collaborative research. | |||||||||||||||||
The Company’s license agreements have milestone payments which for reporting purposes are aggregated into three categories: (i) development milestones, (ii) regulatory milestones, and (iii) sales milestones. Development milestones are typically payable when a product candidate initiates or advances into different clinical trial phases. Regulatory milestones are typically payable upon submission for marketing approval with the U.S. Food and Drug Administration (“FDA”) or other countries’ regulatory authorities or on receipt of actual marketing approvals for the compound or for additional indications. Sales milestones are typically payable when annual sales reach certain levels. | |||||||||||||||||
At the inception of each agreement that includes milestone payments, the Company evaluates whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity’s performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company evaluates factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. | |||||||||||||||||
Non-refundable development and regulatory milestones that are expected to be achieved as a result of the Company’s efforts during the period of substantial involvement are considered substantive and are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Milestones that are not considered substantive because the Company does not contribute effort to the achievement of such milestones are generally achieved after the period of substantial involvement and are recognized as revenue upon achievement of the milestone, as there are no undelivered elements remaining and no continuing performance obligations, assuming all other revenue recognition criteria are met. | |||||||||||||||||
Right-to-Develop Agreements | |||||||||||||||||
The Company’s right-to-develop agreements provide collaborators with an exclusive option to obtain licenses to develop and commercialize in specified geographic territories product candidates developed by the Company under agreed upon research and pre-clinical development product programs. The product candidates resulting from each program are all directed to a specific target selected by the collaborator. Under these agreements, fees may be due to the Company (i) at the inception of the arrangement (referred to as “upfront” fees or payments), (ii) the selection of a target for a program, (iii) upon the exercise of an option to acquire a development and commercialization license (referred to as exercise fees or payments earned) for a program, or (iv) some combination of all of these fees. | |||||||||||||||||
The accounting for right-to-develop agreements is dependent on the nature of the options granted to the collaborator. Options are considered substantive if, at the inception of a right-to-develop agreement, the Company is at risk as to whether the collaborator will choose to exercise the options to secure development and commercialization licenses. Factors that are considered in evaluating whether options are substantive include the overall objective of the arrangement, the benefit the collaborator might obtain from the agreement without exercising the options, the cost to exercise the options relative to the total upfront consideration, and the additional financial commitments imposed on the collaborator as a result of exercising the options. | |||||||||||||||||
For right-to-develop agreements where the options to secure development and commercialization licenses to a product program are considered substantive, the Company does not consider the development and commercialization licenses to be a deliverable at the inception of the agreement. For those right-to-develop agreements entered into prior to the adoption of ASU No. 2009-13 where the options to secure development and commercialization licenses are considered substantive, the Company has deferred the upfront payments received and recognizes this revenue over the period during which the collaborator could elect to exercise options for development and commercialization licenses. These periods are specific to each collaboration agreement. If a collaborator selects a target for a product program, any substantive option fee is deferred and recognized over the life of the option, generally 12 months. Subsequent to the adoption of ASU No. 2009-13, the Company’s evaluation of whether the option is substantive is consistent with pre-adoption of ASU No. 2009-13. How the Company determines the selling price of the option is the only difference between pre and post adoption of ASU No. 2009-13. Post adoption of ASU No. 2009-13, the selling prices of deliverables under an arrangement may be derived using TPE or a BESP, if VSOE is not available. The objective of BESP is to determine the price at which the Company would transact a sale if the element within the right-to-develop agreement was sold on a standalone basis. Establishing BESP involves management’s judgment and considers multiple factors, including market conditions and company-specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed models that include assumptions related to market opportunity, discounted cash flows, estimated development costs, probability of success and the time needed to commercialize a product candidate pursuant to the right-to-develop agreement. In validating the BESP, management considers whether changes in key assumptions used to determine the BESP will have a significant effect on the allocation of the arrangement consideration between the multiple deliverables. Deliverables under the arrangement are separate units of accounting if (i) the delivered item has value to the customer on a standalone basis and (ii) if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the Company’s control. 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. The appropriate revenue recognition model is applied to each element and revenue is accordingly recognized as each element is delivered. Management exercises significant judgment in determining whether a deliverable is a separate unit of accounting. | |||||||||||||||||
If a collaborator exercises an option and acquires a development and commercialization license to a product program, the Company attributes the exercise fee to the development and commercialization license. The Company determines the selling price of the option license, upon exercise, through management’s best estimate. Management’s determination of selling price includes such factors as stage of development, market potential and cash flow models used during the negotiation with the collaborator. Through December 31, 2013, none of our collaboration partners had exercised an option. However, one of our collaboration partners did elect to exercise an option in February 2014. See Note 13 for additional information. | |||||||||||||||||
Upon exercise of an option to acquire a development and commercialization license, the Company would also attribute any remaining deferred option fee, in addition to the consideration received for the license upon exercise of the option, to the development and commercialization license. The Company then applies the multiple-element revenue recognition criteria to the development and commercialization license and other deliverables, if any, to determine the appropriate revenue recognition method. This model is consistent with the Company’s accounting policy for upfront payments on exclusive licenses (discussed above). In the event a right-to-develop agreement were to be terminated, the Company would recognize as revenue any portion of the upfront fee that had not previously been recorded as revenue, but was classified as deferred revenue, at the date of such termination. The Company’s right-to-develop agreements have been determined to contain substantive options. | |||||||||||||||||
For right-to-develop agreements where the options to secure development and commercialization licenses to product programs are not considered substantive, the Company considers the development and commercialization licenses to be a deliverable at the inception of the agreement and applies the multiple-element revenue recognition criteria to determine the appropriate revenue recognition. The Company does not directly control when any collaborator will exercise its options for development and commercialization licenses. | |||||||||||||||||
Research and Development Costs | ' | ||||||||||||||||
Research and Development Costs | |||||||||||||||||
Research and development expenditures are expensed as incurred. Research and development costs primarily consist of employee related expenses, including salaries and benefits, expenses incurred under agreements with contract research organizations, investigative sites and consultants that conduct the Company’s clinical trials, the cost of acquiring and manufacturing clinical trial materials and other allocated expenses, license fees for and milestone payments related to in-licensed products and technologies, stock-based compensation expense, and costs associated with non-clinical activities and regulatory approvals. | |||||||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||
Effective January 1, 2012, the Company adopted ASU 2011-05, Presentation of Comprehensive Income, which amended ASC Topic 220, Comprehensive Income (“ASU 2011-05”). The amendments in ASU 2011-05 require the presentation of the comprehensive income (loss) and its components as part of the consolidated financial statements. Comprehensive income (loss) is comprised of the net income (loss) and other changes in equity that are excluded from net income (loss). Comprehensive income (loss) equals net income (loss) for the years ended December 31, 2013, 2012 and 2011. | |||||||||||||||||
Stock-based Compensation | ' | ||||||||||||||||
Stock-based Compensation | |||||||||||||||||
Stock-based payments are accounted for in accordance with the provisions of ASC 718, Compensation – Stock Compensation. The fair value of stock-based payments is estimated, on the date of grant, using the Black-Scholes model. The resulting fair value is recognized ratably over the requisite service period, which is generally the vesting period of the option. | |||||||||||||||||
For all time-vesting awards granted, expense is amortized using the straight-line attribution method. For awards that contain a performance condition, expense is amortized using the accelerated attribution method. Recognition of stock-based compensation expense is based on the value of the portion of stock-based awards that is ultimately expected to vest during the period. | |||||||||||||||||
The Company utilizes the Black-Scholes model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award. | |||||||||||||||||
Net Income (Loss) Per Share | ' | ||||||||||||||||
Net Income (Loss) Per Share | |||||||||||||||||
Basic income (loss) per common share is determined by dividing income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted income (loss) per share is computed by dividing the earnings (loss) attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants, potential Employee Stock Purchase Plan awards and warrants and the if-converted method is used to determine the dilutive effect of the Company’s preferred stock. | |||||||||||||||||
Prior to the Company’s initial public offering, net income (loss) per share was calculated under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. In the event that the Board of Directors declared a dividend payable in cash or other property on the then-outstanding shares of common stock, the holders of the Series A-1, A-2, B, C, D, and D-2 convertible preferred stock would be entitled to receive the amount of dividends per share of preferred stock that would be payable on the largest number of whole shares of common stock into which each share of preferred stock could then be converted. Therefore, the Series A-1, A-2, B, C, D and D-2 are participating securities. All of the outstanding shares of Series A-1, A-2, B, C, D, and D-2 convertible preferred stock converted to common stock upon the consummation of the Company’s IPO. | |||||||||||||||||
Basic and diluted income (loss) per common share is computed as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Net income (loss) | $ | (260,835 | ) | $ | 8,361,755 | $ | 6,717,120 | ||||||||||
Less: undistributed earnings allocated to participating securities | — | (8,361,755 | ) | (6,717,120 | ) | ||||||||||||
Net income (loss) allocable to common shares | $ | (260,835 | ) | $ | — | $ | — | ||||||||||
Basic weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Basic income (loss) per common share | $ | (0.04 | ) | $ | 0 | $ | 0 | ||||||||||
Net income (loss) | $ | (260,835 | ) | $ | 8,361,755 | $ | 6,717,120 | ||||||||||
Less: undistributed earnings allocated to participating securities and other add-backs to net income (loss) | — | (8,361,755 | ) | (6,717,120 | ) | ||||||||||||
Net income (loss) allocable to common shares | $ | (260,835 | ) | $ | — | $ | — | ||||||||||
Basic weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Effect of dilutive securities | — | — | — | ||||||||||||||
Diluted weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Diluted income (loss) per common share | $ | (0.04 | ) | $ | 0 | $ | 0 | ||||||||||
The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Series A-1 Preferred Stock | — | 2,156,114 | 2,156,114 | ||||||||||||||
Series A-2 Preferred Stock | — | 392,274 | 392,274 | ||||||||||||||
Series B Preferred Stock | — | 4,336,037 | 4,336,037 | ||||||||||||||
Series C Preferred Stock | — | 5,909,906 | 5,909,906 | ||||||||||||||
Series D Preferred Stock | — | 769,468 | 769,468 | ||||||||||||||
Series D-2 Preferred Stock | — | 3,391,991 | 3,391,991 | ||||||||||||||
Effect of Converted Preferred Stock | 13,189,920 | — | — | ||||||||||||||
Warrants to purchase Series D-2 Preferred Stock | — | 180,784 | 180,784 | ||||||||||||||
Stock Options | 2,313,970 | 3,249,702 | 2,885,417 | ||||||||||||||
Recently Issued Accounting Standards Adopted | ' | ||||||||||||||||
Recently Issued Accounting Standards Adopted | |||||||||||||||||
In July 2013, the FASB issued ASU No. 2013-11, which amended ASC Topic 740 regarding presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in ASU No. 2013-11 require an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for an NOL carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. The ASU does not require new recurring disclosures. This amendment is effective prospectively for fiscal years beginning after December 15, 2013. The Company does not believe this amendment will have a material impact on its financial statements. | |||||||||||||||||
The Company has evaluated all ASUs through the date the consolidated financials were issued and believes that the adoption of these will not have a material impact on the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summary of Fair Value Measurement Financial Asset and Liabilities | ' | ||||||||||||||||
Financial assets and liabilities subject to fair value measurements were as follows: | |||||||||||||||||
Fair Value Measurements at December 31, 2013 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets | Observable | Unobservable | |||||||||||||||
for | Inputs | Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 90,434,435 | $ | 90,434,435 | $ | — | $ | — | |||||||||
Money market funds | 26,046,974 | 26,046,974 | — | — | |||||||||||||
Restricted cash | 404,850 | 404,850 | — | — | |||||||||||||
Total Assets | $ | 116,886,259 | $ | 116,886,259 | $ | — | $ | — | |||||||||
Fair Value Measurements at December 31, 2012 | |||||||||||||||||
Quoted Prices in | Significant Other | Significant | |||||||||||||||
Active Markets | Observable | Unobservable | |||||||||||||||
for | Inputs | Inputs | |||||||||||||||
Identical Assets | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 18,695,197 | $ | 18,695,197 | $ | — | $ | — | |||||||||
Money market funds | 29,047,958 | 29,047,958 | — | — | |||||||||||||
Restricted cash | 404,850 | 404,850 | — | — | |||||||||||||
Total Assets | $ | 48,148,005 | $ | 48,148,005 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Preferred stock warrant liability | $ | (52,947 | ) | $ | — | $ | — | $ | (52,947 | ) | |||||||
Summary of Preferred Stock Warrant Liability | ' | ||||||||||||||||
The following table provides a rollforward of the Company’s preferred stock warrant liability, which was the only financial instrument measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as defined in ASC 820: | |||||||||||||||||
Balance at December 31, 2012 | $ | (52,947 | ) | ||||||||||||||
Total unrealized gains (losses) included in earnings | (626,349 | ) | |||||||||||||||
Settlement of preferred stock warrants | 679,296 | ||||||||||||||||
Balance at December 31, 2013 | $ | — | |||||||||||||||
Estimated Useful Lives | ' | ||||||||||||||||
Repairs and maintenance costs are expensed as incurred. Depreciation is computed using the straight-line method over the following estimated useful lives: | |||||||||||||||||
Computer equipment | 3 years | ||||||||||||||||
Software | 3 years | ||||||||||||||||
Furniture | 10 years | ||||||||||||||||
Laboratory and office equipment | 5 years | ||||||||||||||||
Leasehold improvements | Shorter of lease term or useful life | ||||||||||||||||
Computation of Basic and Diluted Income (Loss) Per Common Share | ' | ||||||||||||||||
Basic and diluted income (loss) per common share is computed as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Net income (loss) | $ | (260,835 | ) | $ | 8,361,755 | $ | 6,717,120 | ||||||||||
Less: undistributed earnings allocated to participating securities | — | (8,361,755 | ) | (6,717,120 | ) | ||||||||||||
Net income (loss) allocable to common shares | $ | (260,835 | ) | $ | — | $ | — | ||||||||||
Basic weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Basic income (loss) per common share | $ | (0.04 | ) | $ | 0 | $ | 0 | ||||||||||
Net income (loss) | $ | (260,835 | ) | $ | 8,361,755 | $ | 6,717,120 | ||||||||||
Less: undistributed earnings allocated to participating securities and other add-backs to net income (loss) | — | (8,361,755 | ) | (6,717,120 | ) | ||||||||||||
Net income (loss) allocable to common shares | $ | (260,835 | ) | $ | — | $ | — | ||||||||||
Basic weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Effect of dilutive securities | — | — | — | ||||||||||||||
Diluted weighted average common shares outstanding | 6,847,697 | 1,083,276 | 1,025,602 | ||||||||||||||
Diluted income (loss) per common share | $ | (0.04 | ) | $ | 0 | $ | 0 | ||||||||||
Schedule of Dilutive Securities Used In Calculation of Diluted Earnings Per Share | ' | ||||||||||||||||
The following common stock equivalents were excluded from the calculation of diluted net income (loss) per share because their effect would be anti-dilutive: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Series A-1 Preferred Stock | — | 2,156,114 | 2,156,114 | ||||||||||||||
Series A-2 Preferred Stock | — | 392,274 | 392,274 | ||||||||||||||
Series B Preferred Stock | — | 4,336,037 | 4,336,037 | ||||||||||||||
Series C Preferred Stock | — | 5,909,906 | 5,909,906 | ||||||||||||||
Series D Preferred Stock | — | 769,468 | 769,468 | ||||||||||||||
Series D-2 Preferred Stock | — | 3,391,991 | 3,391,991 | ||||||||||||||
Effect of Converted Preferred Stock | 13,189,920 | — | — | ||||||||||||||
Warrants to purchase Series D-2 Preferred Stock | — | 180,784 | 180,784 | ||||||||||||||
Stock Options | 2,313,970 | 3,249,702 | 2,885,417 | ||||||||||||||
Summary of Significant Revenue [Member] | ' | ||||||||||||||||
Summary of Percentage of Customer Concentration | ' | ||||||||||||||||
The following table represents the percentage of all significant revenue earned in the periods indicated: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Servier | 51.6 | % | 17.3 | % | — | ||||||||||||
Boehringer | 24.8 | % | 18.4 | % | 15.6 | % | |||||||||||
Gilead | 13.8 | % | — | — | |||||||||||||
Pfizer | 6 | % | 8.7 | % | 10.8 | % | |||||||||||
Government Agencies | 2.2 | % | 6.5 | % | 17.7 | % | |||||||||||
Eli Lilly | 1.4 | % | 48.9 | % | 54 | % | |||||||||||
Summary of Significant Accounts Receivable[Member] | ' | ||||||||||||||||
Summary of Percentage of Customer Concentration | ' | ||||||||||||||||
The following table represents the percentage of all significant accounts receivable: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Gilead | 53.4 | % | — | ||||||||||||||
Pfizer. | 12.3 | % | 45.4 | % | |||||||||||||
Boehringer | 12.2 | % | 18 | % | |||||||||||||
Eli Lilly | 7 | % | 28.2 | % | |||||||||||||
Servier | 6.4 | % | — | ||||||||||||||
Government Agencies | 4.6 | % | 8.4 | % |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment | ' | ||||||||
Property and equipment consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Computer equipment | $ | 2,379,254 | $ | 2,003,706 | |||||
Software | 1,477,416 | 1,323,081 | |||||||
Furniture | 599,650 | 599,650 | |||||||
Lab equipment | 11,166,619 | 8,747,790 | |||||||
Office equipment | 51,360 | 51,360 | |||||||
Leasehold improvements | 4,893,770 | 4,881,706 | |||||||
Property and equipment | 20,568,069 | 17,607,293 | |||||||
Less accumulated depreciation | (15,532,837 | ) | (14,339,497 | ) | |||||
Property and equipment, net | $ | 5,035,232 | $ | 3,267,796 | |||||
SharedBased_Payments_Tables
Shared-Based Payments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Schedule of Stock-Based Compensation Expense | ' | ||||||||||||||||
The following stock-based compensation amounts were recognized for the periods indicated: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Research and development | $ | 507,142 | $ | 471,809 | $ | 1,018,935 | |||||||||||
General and administrative | 355,020 | 366,586 | 1,328,504 | ||||||||||||||
Total stock-based compensation expense | $ | 862,162 | $ | 838,395 | $ | 2,347,439 | |||||||||||
Schedule of Fair Value Option Award Estimated on the Date of Grant Using the Black-Scholes Option-Pricing Model | ' | ||||||||||||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Expected dividend yield.. | 0% | 0% | 0% | ||||||||||||||
Expected volatility | 53% - 67% | 51% | 62% | ||||||||||||||
Risk-free interest rate | 1.24% - 2.19% | 1.18% | 1.35% | ||||||||||||||
Expected term. | 7 years | 7 years | 7 years | ||||||||||||||
Expected forfeiture rate.. | 5.06% - 5.57% | 5.57% | 5.58% | ||||||||||||||
Schedule of Stock Option Activity | ' | ||||||||||||||||
The following table summarizes stock option activity for 2013: | |||||||||||||||||
Shares | Weighted- | Weighted-Average | Aggregate | ||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||
(Years) | (in thousands) | ||||||||||||||||
Outstanding, December 31, 2012 | 3,249,541 | $ | 0.94 | 7.3 | |||||||||||||
Granted | 1,307,101 | 10.7 | |||||||||||||||
Exercised | (1,268,049 | ) | 0.85 | ||||||||||||||
Forfeited or expired | (87,635 | ) | 1.11 | ||||||||||||||
Outstanding, December 31, 2013 | 3,200,958 | 4.9 | 6.9 | $ | 67,532 | ||||||||||||
December 31, 2013: | |||||||||||||||||
Exercisable | 1,688,251 | 0.94 | 4.8 | 42,311 | |||||||||||||
Vested and expected to vest | 3,022,948 | 4.64 | 6.8 | 64,574 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of the Company's Deferred Tax Assets (Liabilities) | ' | ||||||||||||
The significant components of the Company’s deferred tax assets (liabilities) were as follows: | |||||||||||||
December 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Deferred income tax assets: | |||||||||||||
Federal U.S. net operating loss carryforward | $ | 36,561,195 | $ | 35,330,167 | |||||||||
State net operating loss carryforward | 3,315,514 | 3,521,722 | |||||||||||
Research and development credit, net | 3,785,612 | 2,777,899 | |||||||||||
Orphan drug credit, net | 19,883,076 | 19,039,613 | |||||||||||
Deferred rent | 5,132,458 | 5,218,002 | |||||||||||
Deferred revenue | 8,216,695 | 9,379,064 | |||||||||||
Depreciation | 1,438,477 | 1,247,772 | |||||||||||
Other | 1,438,870 | 1,575,782 | |||||||||||
Gross deferred income tax assets | 79,771,897 | 78,090,021 | |||||||||||
Valuation allowance | (79,376,945 | ) | (78,090,021 | ) | |||||||||
Net deferred income tax assets | 394,952 | — | |||||||||||
Deferred income tax liabilities: | |||||||||||||
Other | (394,952 | ) | — | ||||||||||
Gross deferred income tax liabilities | (394,952 | ) | — | ||||||||||
Net deferred income tax asset/(liability) | $ | — | $ | — | |||||||||
Reconciliation of Reported Estimated Income Tax Benefit | ' | ||||||||||||
The reconciliation of the reported estimated income tax benefit to the amount that would result by applying the U.S. federal statutory tax rate to the net income is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States federal tax at statutory rate | $ | (91,293 | ) | $ | 2,926,615 | $ | 2,350,992 | ||||||
State taxes (net of federal benefit) | 609,476 | 1,460,289 | 1,480,185 | ||||||||||
Deferred income tax adjustments | (855,130 | ) | (512,375 | ) | — | ||||||||
Deferred state blended rate adjustments | (344,178 | ) | — | — | |||||||||
Research credit, net | (225,605 | ) | — | — | |||||||||
Orphan drug credit, net | (843,463 | ) | (4,895,671 | ) | (7,056,607 | ) | |||||||
Other permanent items | 2,931 | 7,627 | 4,696 | ||||||||||
Equity-based compensation | 241,467 | 279,165 | 725,811 | ||||||||||
Fair value adjustment of preferred stock warrant liability | 218,872 | (52,743 | ) | (496,208 | ) | ||||||||
Change in valuation allowance | 1,286,923 | 787,093 | 2,991,131 | ||||||||||
Income tax expense/(benefit) | $ | — | $ | — | $ | — | |||||||
Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning balance | $ | 1,592,357 | $ | 1,533,986 | $ | 1,246,025 | |||||||
Increases/(decreases) for current year tax positions | 115,502 | 58,371 | 287,961 | ||||||||||
Increases/(decreases) for prior year tax positions | — | — | — | ||||||||||
Decreases as a result of expiration of statute of limitations | — | — | — | ||||||||||
Ending balance | $ | 1,707,859 | $ | 1,592,357 | $ | 1,533,986 | |||||||
Lease_Exit_Liability_Tables
Lease Exit Liability (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Restructuring And Related Activities [Abstract] | ' | ||||
Changes in Lease Exit Liability | ' | ||||
Changes in the lease exit liability are as follows: | |||||
Accrual balance at December 31, 2011 | $10,607,499 | ||||
Principal payments | (533,560 | ) | |||
Accrual balance at December 31, 2012 | 10,073,939 | ||||
Principal payments | (628,769 | ) | |||
Accrual balance at December 31, 2013 | $9,445,170 | ||||
Future Principal Payments Under Lease Agreement | ' | ||||
Future principal payments to be made under the lease agreement for the next five years and thereafter as of December 31, 2013 are as follows: | |||||
2014 | $ | 1,438,742 | |||
2015 | 1,641,905 | ||||
2016 | 1,866,031 | ||||
2017 | 2,113,118 | ||||
2018 | 2,385,374 | ||||
Thereafter | — | ||||
$ | 9,445,170 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Minimum Future Lease Payments Payables | ' | ||||
Future minimum lease payments under noncancelable operating leases at December 31, 2013 are as follows: | |||||
2014 | $ | 3,651,421 | |||
2015 | 3,310,884 | ||||
2016 | 3,410,210 | ||||
2017 | 3,512,517 | ||||
2018 | 2,780,398 | ||||
Thereafter | — | ||||
$ | 16,665,430 | ||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Company's Consolidated Quarterly Results of Operations | ' | ||||||||||||||||
1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | ||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
2013 | |||||||||||||||||
Revenue | $ | 10,598 | $ | 12,299 | $ | 20,232 | $ | 14,906 | |||||||||
Net income (loss) | (3,366 | ) | (294 | ) | 6,604 | (3,205 | ) | ||||||||||
Net income (loss) per share, basic | $ | (2.93 | ) | $ | (0.24 | ) | $ | 0.14 | $ | (0.14 | ) | ||||||
Net income (loss) per share, diluted | $ | (2.93 | ) | $ | (0.24 | ) | $ | 0.01 | $ | (0.14 | ) | ||||||
2012 | |||||||||||||||||
Revenue | $ | 20,510 | $ | 17,435 | $ | 16,082 | $ | 9,799 | |||||||||
Net income (loss) | 4,320 | 3,546 | 2,601 | (2,105 | ) | ||||||||||||
Net income (loss) per share, basic | $ | 0 | $ | 0 | $ | 0 | $ | (1.92 | ) | ||||||||
Net income (loss) per share, diluted | $ | 0 | $ | 0 | $ | 0 | $ | (1.92 | ) |
Organization_and_Nature_of_Ope1
Organization and Nature of Operations - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Oct. 16, 2013 |
IPO [Member] | ||
Organization And Nature Of Business [Line Items] | ' | ' |
MacroGenics incorporated date | 14-Aug-00 | ' |
Initial public offering number of share sold | ' | 5,750,000 |
Initial public offering price per share | ' | $16 |
Proceeds from initial public offering before offering expenses | ' | $85.60 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | ||
Accounting Policies [Abstract] | ' | ' |
Number of operating segments | 1 | ' |
Original maturity of financial instruments | '3 months | '3 months |
Allowance recorded | $0 | $0 |
Amounts classified as restricted cash | $404,850 | $404,850 |
Percentage of largest amount likely to be realized upon ultimate settlement | 50.00% | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Summary of Fair Value Measurement Financial Asset and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Assets: | ' | ' |
Cash and cash equivalents | $90,434,435 | $18,695,197 |
Money market funds | 26,046,974 | 29,047,958 |
Restricted cash | 404,850 | 404,850 |
Total Assets | 116,886,259 | 48,148,005 |
Liabilities: | ' | ' |
Preferred stock warrant liability | ' | -52,947 |
Quoted Prices in Active Markets for Identical Assets Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 90,434,435 | 18,695,197 |
Money market funds | 26,046,974 | 29,047,958 |
Restricted cash | 404,850 | 404,850 |
Total Assets | 116,886,259 | 48,148,005 |
Liabilities: | ' | ' |
Preferred stock warrant liability | ' | ' |
Significant Other Observable Inputs Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | ' | ' |
Money market funds | ' | ' |
Restricted cash | ' | ' |
Total Assets | ' | ' |
Liabilities: | ' | ' |
Preferred stock warrant liability | ' | ' |
Significant Unobservable Inputs Level 3 [Member] | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | ' | ' |
Money market funds | ' | ' |
Restricted cash | ' | ' |
Total Assets | ' | ' |
Liabilities: | ' | ' |
Preferred stock warrant liability | ' | ($52,947) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Summary of Preferred Stock Warrant Liability (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Settlement of preferred stock warrants | $1,860,591 |
Warrant [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' |
Balance beginning of year | -52,947 |
Total unrealized gains (losses) included in earnings | -626,349 |
Settlement of preferred stock warrants | 679,296 |
Balance end of year | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Summary of Percentage of Significant Revenue (Detail) (Sales [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Servier [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of all significant revenue earned | 51.60% | 17.30% | ' |
Boehringer [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of all significant revenue earned | 24.80% | 18.40% | 15.60% |
Gilead [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of all significant revenue earned | 13.80% | ' | ' |
Pfizer [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of all significant revenue earned | 6.00% | 8.70% | 10.80% |
Government Agencies [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of all significant revenue earned | 2.20% | 6.50% | 17.70% |
Eli Lilly [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of all significant revenue earned | 1.40% | 48.90% | 54.00% |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Summary of Significant Accounts Receivable (Detail) (Accounts Receivable [Member]) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Gilead [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Significant Accounts Receivable | 53.40% | ' |
Pfizer [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Significant Accounts Receivable | 12.30% | 45.40% |
Boehringer [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Significant Accounts Receivable | 12.20% | 18.00% |
Eli Lilly [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Significant Accounts Receivable | 7.00% | 28.20% |
Servier [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Significant Accounts Receivable | 6.40% | ' |
Government Agencies [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Significant Accounts Receivable | 4.60% | 8.40% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Computer Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '3 years |
Software [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '3 years |
Furniture [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '10 years |
Laboratory and Office Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Lives | '5 years |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Leasehold improvements | 'Shorter of lease term or useful life |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Computation of Basic and Diluted Income (Loss) Per Common Share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ($3,205,000) | $6,604,000 | ($294,000) | ($3,366,000) | ($2,105,000) | $2,601,000 | $3,546,000 | $4,320,000 | ($260,835) | $8,361,755 | $6,717,120 |
Less: undistributed earnings allocated to participating securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,361,755 | -6,717,120 |
Net income (loss) allocable to common shares | ' | ' | ' | ' | ' | ' | ' | ' | -260,835 | ' | ' |
Basic weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 6,847,697 | 1,083,276 | 1,025,602 |
Basic income (loss) per common share | ($0.14) | $0.14 | ($0.24) | ($2.93) | ($1.92) | $0 | $0 | $0 | ($0.04) | $0 | $0 |
Net income (loss) | -3,205,000 | 6,604,000 | -294,000 | -3,366,000 | -2,105,000 | 2,601,000 | 3,546,000 | 4,320,000 | -260,835 | 8,361,755 | 6,717,120 |
Less: undistributed earnings allocated to participating securities and other add-backs to net income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,361,755 | -6,717,120 |
Net income (loss) allocable to common shares | ' | ' | ' | ' | ' | ' | ' | ' | ($260,835) | ' | ' |
Basic weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 6,847,697 | 1,083,276 | 1,025,602 |
Effect of dilutive securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted weighted average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 6,847,697 | 1,083,276 | 1,025,602 |
Diluted income (loss) per common share | ($0.14) | $0.01 | ($0.24) | ($2.93) | ($1.92) | $0 | $0 | $0 | ($0.04) | $0 | $0 |
Recovered_Sheet1
Summary of Significant Accounting Policies - Schedule of Dilutive Securities Used In Calculation of Diluted Earnings Per Share (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Series A-1 Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 2,156,114 | 2,156,114 |
Series A-2 Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 392,274 | 392,274 |
Series B Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 4,336,037 | 4,336,037 |
Series C Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 5,909,906 | 5,909,906 |
Series D Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 769,468 | 769,468 |
Series D-2 Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 3,391,991 | 3,391,991 |
Effect of Convertible Preferred Stock [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | 13,189,920 | ' | ' |
Warrant [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | ' | 180,784 | 180,784 |
Stock Options [Member] | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Preferred Stock | 2,313,970 | 3,249,702 | 2,885,417 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $20,568,069 | $17,607,293 |
Less accumulated depreciation | -15,532,837 | -14,339,497 |
Property and equipment, net | 5,035,232 | 3,267,796 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 2,379,254 | 2,003,706 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 1,477,416 | 1,323,081 |
Furniture [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 599,650 | 599,650 |
Lab Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 11,166,619 | 8,747,790 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 51,360 | 51,360 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $4,893,770 | $4,881,706 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property Plant And Equipment [Abstract] | ' | ' | ' |
Depreciation and amortization expense | $1.20 | $1 | $1.10 |
Stockholders_Equity_Deficit_Ad
Stockholders' Equity (Deficit) - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 24 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | 16-May-06 | Oct. 12, 2004 | Oct. 16, 2013 | Jan. 11, 2011 | Dec. 31, 2003 | Oct. 12, 2004 | Dec. 31, 2013 | 16-May-06 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 16, 2008 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | 16-May-10 | Sep. 19, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | |
IPO [Member] | Series D-2 Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Preferred Stock [Member] | Series C Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series A- One Preferred Stock [Member] | Series A- Two Preferred Stock [Member] | Series D Two Preferred Stock [Member] | Series D Two Preferred Stock [Member] | Series D Two Preferred Stock [Member] | Undesignated Preferred Stock [Member] | ||||||
Raven Biotechnologies Inc [Member] | Raven Biotechnologies Inc [Member] | ||||||||||||||||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued or sold | ' | ' | ' | ' | ' | 5,000,000 | 18,427,388 | 34,239,374 | 71,401,237 | ' | 110,952,217 | ' | ' | ' | ' | ' | ' | 6,916,110 | 38,337,678 | ' | ' |
Proceeds from issuance of convertible preferred stock | ' | $12,014,816 | ' | ' | ' | ' | ' | $34,000,000 | $30,300,000 | ' | $44,900,000 | ' | ' | ' | ' | ' | ' | ' | $24,800,000 | ' | ' |
Price per share | ' | ' | ' | ' | ' | $16 | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related offering costs | ' | ' | ' | ' | ' | ' | ' | ' | 238,000 | ' | 101,246 | ' | ' | ' | ' | ' | ' | ' | 156,788 | ' | ' |
Shares of common stock allocated | ' | ' | ' | 10,003,300 | 13,604,016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued to acquire entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,466,039 | 14,446,227 | ' | ' | ' | ' | ' | ' |
Purchased shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 518,708 | 2,875,327 | ' | ' |
Exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.65 | ' |
Proceeds from sale of shares | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued noncumulative dividends on preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.03 | ' | $0.03 | $0.05 | ' | ' | $0.08 | $0.08 | ' | ' | $0.05 | ' |
Convertible preferred stock series | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.14 | ' | 1 | 1 | ' | ' | 1.506 | 1 | ' | ' | 1 | ' |
Conversion price of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.95 | ' | $7.70 | $12.20 | ' | ' | $12.39 | $18.77 | ' | ' | $12.20 | ' |
Additional shares sold under over-allotments Option to underwriter | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from initial public offering net of expenses | ' | ' | ' | ' | ' | $83,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split | '1-for-18.7739 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 125,000,000 | ' | 425,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Undesignated preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Undesignated preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 |
Undesignated preferred stock, shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
Undesignated preferred stock, shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 |
SharedBased_Payments_Additiona
Shared-Based Payments - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 60 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
Mar. 16, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Feb. 28, 2003 | Mar. 16, 2011 | Mar. 16, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Stock Option One [Member] | Stock Option Two [Member] | Stock Option Plan 2000 [Member] | Two Thousand and Three Stock Option Plan [Member] | Two Thousand and Thirteen Stock Incentive Plan [Member] | Two Thousand and Thirteen Stock Incentive Plan [Member] | Equity Incentive Plan 2003 [Member] | Maximum [Member] | |||||||
Original Options [Member] | Original Options [Member] | Equity Incentive Plan 2003 [Member] | ||||||||||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate of shares | ' | ' | ' | ' | ' | 2,051,644 | ' | ' | 130,725 | ' | ' | 1,960,168 | ' | ' |
Increase in aggregate of shares | ' | ' | 4,336,730 | ' | 3,790,760 | ' | ' | ' | 150,297 | ' | ' | ' | ' | ' |
Common stock share outstanding | ' | 3,200,958 | 3,249,541 | ' | ' | ' | ' | ' | 23,657 | 2,559,011 | 618,290 | ' | ' | ' |
weighted average exercise price | $0.94 | $4.90 | $0.94 | ' | ' | ' | $1.88 | $4.69 | $0.83 | $1.52 | $19.06 | ' | ' | ' |
Common Stock | ' | ' | 545,970 | ' | 1,739,116 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of Common stock share outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' |
Description of exchange ratio of original options with replacement options | 'one-for-one basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total original Options exchanged for replacement Options | ' | 1,921,894 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted, maximum term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Expected life of option term | ' | '7 years | '7 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' |
Common stock, shares issued | ' | 1,268,049 | 863,176 | 49,883 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash proceeds from exercise of stock options | ' | $1,100,000 | $46,826 | $53,225 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average grant-date fair value of options granted | ' | $6.91 | $0.94 | $0.94 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of options exercised | ' | 5,400,000 | 271,929 | 102,418 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares vested | ' | 487,603 | 879,024 | 1,108,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock-based compensation arrangements | ' | $7,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense recognition period | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SharedBased_Payments_Schedule_
Shared-Based Payments - Schedule of Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $862,162 | $838,395 | $2,347,439 |
Research and Development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 507,142 | 471,809 | 1,018,935 |
General and Administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $355,020 | $366,586 | $1,328,504 |
SharedBased_Payments_Schedule_1
Shared-Based Payments - Schedule of Fair Value Option Award Estimated on the Date of Grant Using the Black-Scholes Option-Pricing Model (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected dividend yield | ' | 0.00% | 0.00% |
Expected volatility | ' | 51.00% | 62.00% |
Risk-free interest rate | ' | 1.18% | 1.35% |
Expected term | '7 years | '7 years | '7 years |
Expected forfeiture rate | ' | 5.57% | 5.58% |
Minimum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected dividend yield | 0.00% | ' | ' |
Expected volatility | 53.00% | ' | ' |
Risk-free interest rate | 1.24% | ' | ' |
Expected forfeiture rate | 5.06% | ' | ' |
Maximum [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Expected volatility | 67.00% | ' | ' |
Risk-free interest rate | 2.19% | ' | ' |
Expected forfeiture rate | 5.57% | ' | ' |
SharedBased_Payments_Schedule_2
Shared-Based Payments - Schedule of Stock Option Activity (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 16, 2011 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | ' |
Shares, Outstanding, Beginning Balance | 3,249,541 | ' | ' | ' |
Shares, Granted | 1,307,101 | ' | ' | ' |
Shares, Exercised | -1,268,049 | -863,176 | -49,883 | ' |
Shares, Forfeited or expired | -87,635 | ' | ' | ' |
Shares, Outstanding, Ending Balance | 3,200,958 | 3,249,541 | ' | ' |
Shares, Exercisable | 1,688,251 | ' | ' | ' |
Shares, Vested and expected to vest | 3,022,948 | ' | ' | ' |
Weighted- Average Exercise Price, Outstanding, Beginning Balance | $0.94 | ' | ' | $0.94 |
Weighted- Average Exercise Price, Granted | $10.70 | ' | ' | ' |
Weighted- Average Exercise Price, Exercised | $0.85 | ' | ' | ' |
Weighted- Average Exercise Price, Forfeited or expired | $1.11 | ' | ' | ' |
Weighted- Average Exercise Price, Outstanding, Ending Balance | $4.90 | $0.94 | ' | $0.94 |
Weighted- Average Exercise Price, Exercisable | $0.94 | ' | ' | ' |
Weighted- Average Exercise Price, Vested and expected to vest | $4.64 | ' | ' | ' |
Weighted- Average Remaining Contractual Term, Outstanding | '6 years 10 months 24 days | '7 years 3 months 18 days | ' | ' |
Weighted- Average Remaining Contractual Term, Exercisable | '4 years 9 months 18 days | ' | ' | ' |
Weighted- Average Remaining Contractual Term, Vested and expected to vest | '6 years 9 months 18 days | ' | ' | ' |
Aggregate Intrinsic Value, Outstanding, Ending Balance | $67,532 | ' | ' | ' |
Aggregate Intrinsic Value, Exercisable | 42,311 | ' | ' | ' |
Aggregate Intrinsic Value, Vested and expected to vest | $64,574 | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Provision for federal or state income taxes | $0 | $0 | $0 |
Net operating loss carryforwards expiration start year | '2023 | ' | ' |
Net operating loss carryforwards expiration ending year | '2033 | ' | ' |
Federal Tax credit expiration start year | '2020 | ' | ' |
Federal Tax credit expiration ending year | '2033 | ' | ' |
Net operating loss | 8,500,000 | ' | ' |
Net operating losses limited for year minimum | '2014 | ' | ' |
Net operating losses limited for year maximum | '2027 | ' | ' |
Remaining portion of net operating losses | 96,300,000 | ' | ' |
Net operating losses, recognized as a benefit through additional-paid-in-capital | 1,800,000 | ' | ' |
Gross unrecognized tax benefits | 0 | 1,100,000 | ' |
Unrecognized interest or penalties | 0 | 0 | 0 |
Income tax examination year subject to examination, Range start | '2001 | ' | ' |
Income tax examination year subject to examination, Range End | '2012 | ' | ' |
Minimum [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating losses limited for use utilized on an annual basis | 200,000 | ' | ' |
Maximum [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating losses limited for use utilized on an annual basis | 1,400,000 | ' | ' |
U.S. Federal Government [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating loss carryforwards | 104,800,000 | ' | ' |
US Federal Tax credits carry forward | 23,700,000 | ' | ' |
State and Local Jurisdiction [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating loss carryforwards | $60,300,000 | ' | ' |
Income_Taxes_Components_of_the
Income Taxes - Components of the Company's Deferred Tax Assets (Liabilities) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred income tax assets: | ' | ' |
Federal U.S. net operating loss carryforward | $36,561,195 | $35,330,167 |
State net operating loss carryforward | 3,315,514 | 3,521,722 |
Research and development credit, net | 3,785,612 | 2,777,899 |
Orphan drug credit, net | 19,883,076 | 19,039,613 |
Deferred rent | 5,132,458 | 5,218,002 |
Deferred revenue | 8,216,695 | 9,379,064 |
Depreciation | 1,438,477 | 1,247,772 |
Other | 1,438,870 | 1,575,782 |
Gross deferred income tax assets | 79,771,897 | 78,090,021 |
Valuation allowance | -79,376,945 | -78,090,021 |
Net deferred income tax assets | 394,952 | ' |
Deferred income tax liabilities: | ' | ' |
Other | -394,952 | ' |
Gross deferred income tax liabilities | -394,952 | ' |
Net deferred income tax asset/(liability) | ' | ' |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Reported Estimated Income Tax Benefit (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States federal tax at statutory rate | ($91,293) | $2,926,615 | $2,350,992 |
State taxes (net of federal benefit) | 609,476 | 1,460,289 | 1,480,185 |
Deferred income tax adjustments | -855,130 | -512,375 | ' |
Deferred state blended rate adjustments | -344,178 | ' | ' |
Research credit, net | -225,605 | ' | ' |
Orphan drug credit, net | -843,463 | -4,895,671 | -7,056,607 |
Other permanent items | 2,931 | 7,627 | 4,696 |
Equity- based compensation | 241,467 | 279,165 | 725,811 |
Fair value adjustment of preferred stock warrant liability | 218,872 | -52,743 | -496,208 |
Change in valuation allowance | 1,286,923 | 787,093 | 2,991,131 |
Income tax expense/(benefit) | ' | ' | ' |
Income_Taxes_Reconciliation_of1
Income Taxes - Reconciliation of the Beginning and Ending Amount of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Beginning balance | $1,592,357 | $1,533,986 | $1,246,025 |
Increases/(decreases) for current year tax positions | 115,502 | 58,371 | 287,961 |
Increases/(decreases) for prior year tax positions | ' | ' | ' |
Decreases as a result of expiration of statute of limitations | ' | ' | ' |
Ending balance | $1,707,859 | $1,592,357 | $1,533,986 |
Lease_Exit_Liability_Additiona
Lease Exit Liability - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
Jul. 16, 2008 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Operating Lease | '2018 | ' | ' | ' |
Onetime purchase payment under purchase agreement | $5,000,000 | ' | ' | ' |
Additional amounts recorded | ' | 0 | 0 | 0 |
Minimum [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Onetime payment paid under license of product | 8,000,000 | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Onetime payment paid under license of product | $12,000,000 | ' | ' | ' |
Convertible Preferred Stock Series D [Member] | ' | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Shares issued in connection with acquisition | 12,466,039 | ' | ' | ' |
Lease_Exit_Liability_Changes_i
Lease Exit Liability - Changes in Lease Exit Liability (Detail) (Contract Termination [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Contract Termination [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Accrual Beginning Balance | $10,073,939 | $10,607,499 |
Principal payments | -628,769 | -533,560 |
Accrual Ending Balance | $9,445,170 | $10,073,939 |
Lease_Exit_Liability_Future_Pr
Lease Exit Liability - Future Principal Payments under Lease Agreement (Detail) (USD $) | Dec. 31, 2013 |
Future Minimum Leases Payments Under Leases (Line Items) | ' |
2014 | $3,651,421 |
2015 | 3,310,884 |
2016 | 3,410,210 |
2017 | 3,512,517 |
2018 | 2,780,398 |
Thereafter | ' |
Total | 16,665,430 |
Contract Termination [Member] | ' |
Future Minimum Leases Payments Under Leases (Line Items) | ' |
2014 | 1,438,742 |
2015 | 1,641,905 |
2016 | 1,866,031 |
2017 | 2,113,118 |
2018 | 2,385,374 |
Thereafter | ' |
Total | $9,445,170 |
Collaboration_and_License_Agre1
Collaboration and License Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | Feb. 28, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2011 | Oct. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 28, 2010 | 31-May-10 | 31-May-08 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Subsequent Event [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Servier [Member] | Gilead [Member] | Gilead [Member] | Gilead [Member] | Gilead [Member] | Gilead [Member] | Gilead [Member] | Boehringer [Member] | Boehringer [Member] | Boehringer [Member] | Boehringer [Member] | Pfizer [Member] | Pfizer [Member] | Pfizer [Member] | Pfizer [Member] | Green Cross [Member] | Green Cross [Member] | Green Cross [Member] | Eli Lilly [Member] | Eli Lilly [Member] | Eli Lilly [Member] | Eli Lilly [Member] | Eli Lilly [Member] | Eli Lilly [Member] | ||||
Second Right to Develop Collaboration [Member] | Second Right to Develop Collaboration [Member] | Molecule | Minimum [Member] | Maximum [Member] | Expired Option Agreement [Member] | License Agreement Terms [Member] | Option Agreement [Member] | Payments | Series D-2 Convertible Preferred Stock [Member] | Molecule | Program | |||||||||||||||||||||
Molecule | Molecule | Program | Molecule | |||||||||||||||||||||||||||||
License And Collaboration Agreements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Collaboration agreement date | ' | ' | ' | ' | 'November 2011 | ' | ' | 'September 2012 | ' | 'January 2013 | ' | ' | ' | ' | ' | 'October 2010 | ' | ' | ' | 'October 2010 | ' | ' | ' | 'June 2010 | ' | ' | ' | ' | ' | 'October 2007 | ' | ' |
Non-refundable upfront payment | ' | ' | ' | ' | $20,000,000 | ' | ' | $20,000,000 | ' | $7,500,000 | ' | ' | ' | ' | ' | $15,000,000 | ' | ' | ' | $5,000,000 | $5,000,000 | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | $41,000,000 | ' | ' |
Additional license grant fees | ' | ' | ' | 15,000,000 | 30,000,000 | ' | ' | 65,000,000 | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Clinical milestone payments | ' | ' | ' | 5,000,000 | 47,000,000 | ' | ' | 98,000,000 | ' | ' | ' | ' | ' | ' | ' | 41,000,000 | ' | ' | ' | ' | 17,000,000 | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Regulatory milestone payments | ' | ' | ' | ' | 140,000,000 | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | 89,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales milestone payments | ' | ' | ' | ' | 208,000,000 | ' | ' | 630,000,000 | ' | ' | ' | ' | ' | ' | ' | 83,000,000 | ' | ' | ' | ' | 195,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected period of development | ' | ' | ' | ' | '27 months | ' | ' | '29 months | ' | '21 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Recognized revenue under agreement | ' | ' | ' | ' | 21,300,000 | 9,100,000 | 900,000 | 8,600,000 | 2,000,000 | 8,000,000 | ' | ' | ' | ' | ' | 14,400,000 | 11,700,000 | 8,900,000 | ' | ' | 3,500,000 | 5,500,000 | 5,200,000 | 100,000 | 100,000 | 100,000 | ' | ' | ' | 800,000 | 31,200,000 | 30,900,000 |
Milestone payment | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 2,000,000 | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | 5,000,000 | 50,000,000 | ' | ' | ' |
Deferred revenue | ' | ' | ' | ' | 900,000 | 10,000,000 | ' | 9,400,000 | 18,000,000 | ' | ' | ' | ' | ' | ' | 12,800,000 | 14,000,000 | ' | ' | ' | ' | ' | ' | 650,000 | 750,000 | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue included in current liabilities | 20,267,323 | ' | 24,123,176 | ' | ' | 9,100,000 | ' | 8,600,000 | 8,600,000 | 3,600,000 | ' | ' | ' | ' | ' | 7,000,000 | 5,000,000 | ' | ' | ' | 7,291 | 1,300,000 | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue included in long-term liabilities | 7,135,687 | ' | 19,956,343 | ' | ' | 900,000 | ' | 800,000 | 9,400,000 | ' | ' | ' | ' | ' | ' | 5,800,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | 550,000 | 650,000 | ' | ' | ' | ' | ' | ' | ' |
Clinical milestone payments under agreement | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Review period | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commercialization of molecules | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | 1 | 1 | 2 | 10 | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Clinical milestone payments under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional clinical, regulatory and sales milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,000,000 | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of annual maintenance payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Received including upfront, annual maintenance and milestone payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock purchased | $83,622,358 | $12,014,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research obligation completion date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2015-09 | ' | ' | ' | ' | '2014-01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DART program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of the agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2020-06 | ' | ' | ' | ' | ' | ' | ' | ' |
Review of clinical data | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Leases [Line Items] | ' | ' | ' |
Deferred rent liability | $2.90 | $2.80 | ' |
Lessee leasing arrangements, operating leases, renewal term | '5 years | ' | ' |
Rent expense | $2.70 | $2.70 | $2.90 |
Lease [Member] | Office and Laboratory Space [Member] | ' | ' | ' |
Operating Leases [Line Items] | ' | ' | ' |
Lease expiration date | 31-Mar-18 | ' | ' |
Lease [Member] | Manufacturing Facilities [Member] | ' | ' | ' |
Operating Leases [Line Items] | ' | ' | ' |
Lease expiration date | 31-Dec-14 | ' | ' |
Sublease [Member] | Office and Laboratory Space [Member] | ' | ' | ' |
Operating Leases [Line Items] | ' | ' | ' |
Lease expiration date | 31-Dec-18 | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Minimum Future Lease Payments Receivable (Detail) (USD $) | Dec. 31, 2013 |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $3,651,421 |
2015 | 3,310,884 |
2016 | 3,410,210 |
2017 | 3,512,517 |
2018 | 2,780,398 |
Thereafter | ' |
Total | $16,665,430 |
Product_Milestone_Payments_and1
Product Milestone Payments and Royalty Agreements - Additional Information (Detail) (USD $) | 36 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Jun. 30, 2005 | Jun. 30, 2005 | Jun. 30, 2005 | |
Minimum [Member] | Maximum [Member] | |||
Royalty Agreement [Line Items] | ' | ' | ' | ' |
Additional consideration of asset purchase agreement | ' | $10,950,000 | ' | ' |
Common stock shares | ' | 36,135 | ' | ' |
Maximum royalty payments percentage | ' | ' | 1.75% | 4.00% |
Payments related to the additional considerations | $0 | ' | ' | ' |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Sep. 25, 2002 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Age | ||||
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | ' | ' | ' | ' |
Eligibility of employee participation plan | 21 | ' | ' | ' |
Percentage of employee contribution to salary | 100.00% | ' | ' | ' |
Percentage of employee vested contribution | ' | 100.00% | ' | ' |
Company's contribution to plan total | ' | $252,930 | $225,195 | $217,097 |
Quarterly_Financial_Informatio2
Quarterly Financial Information - Company's Consolidated Quarterly Results of Operations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | $14,906,000 | $20,232,000 | $12,299,000 | $10,598,000 | $9,799,000 | $16,082,000 | $17,435,000 | $20,510,000 | $58,034,668 | $63,826,098 | $57,207,366 |
Net income (loss) | ($3,205,000) | $6,604,000 | ($294,000) | ($3,366,000) | ($2,105,000) | $2,601,000 | $3,546,000 | $4,320,000 | ($260,835) | $8,361,755 | $6,717,120 |
Net income (loss) per share, basic | ($0.14) | $0.14 | ($0.24) | ($2.93) | ($1.92) | $0 | $0 | $0 | ($0.04) | $0 | $0 |
Net income (loss) per share, diluted | ($0.14) | $0.01 | ($0.24) | ($2.93) | ($1.92) | $0 | $0 | $0 | ($0.04) | $0 | $0 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event [Member], USD $) | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Feb. 28, 2014 |
Subsequent Event [Line Items] | ' |
Clinical milestone payments | $5 |
Additional license grant fees | 15 |
Review period | '30 days |
Common stock number of shares sold | 1,800,000 |
Common stock, price per share | $36.50 |
Additional shares sold under over-allotments Option to underwriter | 450,000 |
Additional shares sold under over-allotments option to underwriter, price per share | $36.50 |
Proceeds from sale of shares | 76.7 |
Servier [Member] | ' |
Subsequent Event [Line Items] | ' |
Clinical milestone payments | 5 |
Additional license grant fees | $15 |
Review period | '30 days |