Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-37985 | |
Entity Registrant Name | ANAPTYSBIO, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-3828755 | |
Entity Address, Address Line One | 10421 Pacific Center Court | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 362-6295 | |
Title of 12(b) Security | Common Stock, $0.001 par value | |
Trading Symbol | ANAB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 27,347,805 | |
Entity Central Index Key | 0001370053 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 209,154 | $ 171,017 |
Short-term investments | 129,192 | 203,210 |
Prepaid expenses and other current assets | 7,468 | 3,506 |
Total current assets | 345,814 | 377,733 |
Property and equipment, net | 1,585 | 1,618 |
Long-term investments | 36,177 | 54,305 |
Other long-term assets | 1,114 | 1,481 |
Restricted cash | 60 | 60 |
Total assets | 384,750 | 435,197 |
Current liabilities: | ||
Accounts payable | 5,484 | 16,237 |
Accrued expenses | 18,139 | 11,052 |
Notes payable, current portion | 0 | 1,375 |
Other current liabilities | 851 | 871 |
Total current liabilities | 24,474 | 29,535 |
Other long-term liabilities | 33 | 654 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized and no shares, issued or outstanding at September 30, 2020 and December 31, 2019, respectively | 0 | 0 |
Common stock, $0.001 par value, 500,000 shares authorized, 27,346 shares and 27,255 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 27 | 27 |
Additional paid-in capital | 657,560 | 648,669 |
Accumulated other comprehensive income | 259 | 338 |
Accumulated deficit | (297,603) | (244,026) |
Total stockholders’ equity | 360,243 | 405,008 |
Total liabilities and stockholders’ equity | $ 384,750 | $ 435,197 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 27,346,228 | 27,255,000 |
Common stock, shares outstanding (in shares) | 27,346,228 | 27,255,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Collaboration revenue | $ 0 | $ 0 | $ 15,000 | $ 5,000 |
Operating expenses: | ||||
Research and development | 19,542 | 29,931 | 58,458 | 77,912 |
General and administrative | 4,794 | 3,814 | 13,766 | 12,262 |
Total operating expenses | 24,336 | 33,745 | 72,224 | 90,174 |
Loss from operations | (24,336) | (33,745) | (57,224) | (85,174) |
Other income (expense), net: | ||||
Interest expense | 0 | (240) | 0 | (841) |
Interest income | 625 | 2,757 | 3,583 | 8,702 |
Other (expense) income, net | (56) | 144 | 64 | 110 |
Total other income (expense), net | 569 | 2,661 | 3,647 | 7,971 |
Loss before income taxes | (23,767) | (31,084) | (53,577) | (77,203) |
Provision for income taxes | 0 | 51 | 0 | 130 |
Net loss | (23,767) | (31,033) | (53,577) | (77,073) |
Unrealized (loss) income on available for sale securities, net of tax of $0, $(25), $0 and $189, respectively | (494) | (94) | (79) | 703 |
Comprehensive loss | $ (24,261) | $ (31,127) | $ (53,656) | $ (76,370) |
Net loss per common share: | ||||
Basic and diluted (in dollars per share) | $ (0.87) | $ (1.15) | $ (1.96) | $ (2.85) |
Weighted-average number of shares outstanding: | ||||
Basic and diluted (in shares) | 27,316 | 27,058 | 27,286 | 27,022 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Unrealized income (loss) on available for sale securities, tax | $ 0 | $ (25) | $ 0 | $ 189 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit |
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | $ 486,365 | $ 27 | $ 633,251 | $ (223) | $ (146,690) |
Stockholders' Equity, Beginning Balance (in shares) at Dec. 31, 2018 | 26,922,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans | 574 | 574 | |||
Shares issued under employee stock plans (in shares) | 84,000 | ||||
Stock-based compensation | 2,867 | 2,867 | |||
Comprehensive income (loss), net | 427 | 427 | |||
Net loss | (22,078) | (22,078) | |||
Stockholders' Equity, Ending Balance at Mar. 31, 2019 | 468,155 | $ 27 | 636,692 | 204 | (168,768) |
Stockholders' Equity, Ending Balance (in shares) at Mar. 31, 2019 | 27,006,000 | ||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2018 | 486,365 | $ 27 | 633,251 | (223) | (146,690) |
Stockholders' Equity, Beginning Balance (in shares) at Dec. 31, 2018 | 26,922,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (77,073) | ||||
Stockholders' Equity, Ending Balance at Sep. 30, 2019 | 420,892 | $ 27 | 644,148 | 480 | (223,763) |
Stockholders' Equity, Ending Balance (in shares) at Sep. 30, 2019 | 27,098,000 | ||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2019 | 468,155 | $ 27 | 636,692 | 204 | (168,768) |
Stockholders' Equity, Beginning Balance (in shares) at Mar. 31, 2019 | 27,006,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans | 215 | 215 | |||
Shares issued under employee stock plans (in shares) | 39,000 | ||||
Stock-based compensation | 3,643 | 3,643 | |||
Comprehensive income (loss), net | 370 | 370 | |||
Net loss | (23,962) | (23,962) | |||
Stockholders' Equity, Ending Balance at Jun. 30, 2019 | 448,421 | $ 27 | 640,550 | 574 | (192,730) |
Stockholders' Equity, Ending Balance (in shares) at Jun. 30, 2019 | 27,045,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans | 454 | 454 | |||
Shares issued under employee stock plans (in shares) | 53,000 | ||||
Stock-based compensation | 3,144 | 3,144 | |||
Comprehensive income (loss), net | (94) | (94) | |||
Net loss | (31,033) | (31,033) | |||
Stockholders' Equity, Ending Balance at Sep. 30, 2019 | 420,892 | $ 27 | 644,148 | 480 | (223,763) |
Stockholders' Equity, Ending Balance (in shares) at Sep. 30, 2019 | 27,098,000 | ||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | 405,008 | $ 27 | 648,669 | 338 | (244,026) |
Stockholders' Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 27,255,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans | 36 | 36 | |||
Shares issued under employee stock plans (in shares) | 22,000 | ||||
Stock-based compensation | 2,975 | 2,975 | |||
Comprehensive income (loss), net | 807 | 807 | |||
Net loss | (8,262) | (8,262) | |||
Stockholders' Equity, Ending Balance at Mar. 31, 2020 | 400,564 | $ 27 | 651,680 | 1,145 | (252,288) |
Stockholders' Equity, Ending Balance (in shares) at Mar. 31, 2020 | 27,277,000 | ||||
Stockholders' Equity, Beginning Balance at Dec. 31, 2019 | $ 405,008 | $ 27 | 648,669 | 338 | (244,026) |
Stockholders' Equity, Beginning Balance (in shares) at Dec. 31, 2019 | 27,255,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans (in shares) | 91,146 | ||||
Net loss | $ (53,577) | ||||
Stockholders' Equity, Ending Balance at Sep. 30, 2020 | 360,243 | $ 27 | 657,560 | 259 | (297,603) |
Stockholders' Equity, Ending Balance (in shares) at Sep. 30, 2020 | 27,346,000 | ||||
Stockholders' Equity, Beginning Balance at Mar. 31, 2020 | 400,564 | $ 27 | 651,680 | 1,145 | (252,288) |
Stockholders' Equity, Beginning Balance (in shares) at Mar. 31, 2020 | 27,277,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans | 71 | 71 | |||
Shares issued under employee stock plans (in shares) | 10,000 | ||||
Stock-based compensation | 2,741 | 2,741 | |||
Comprehensive income (loss), net | (392) | (392) | |||
Net loss | (21,548) | (21,548) | |||
Stockholders' Equity, Ending Balance at Jun. 30, 2020 | 381,436 | $ 27 | 654,492 | 753 | (273,836) |
Stockholders' Equity, Ending Balance (in shares) at Jun. 30, 2020 | 27,287,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares issued under employee stock plans | 263 | 263 | |||
Shares issued under employee stock plans (in shares) | 59,000 | ||||
Stock-based compensation | 2,805 | 2,805 | |||
Comprehensive income (loss), net | (494) | (494) | |||
Net loss | (23,767) | (23,767) | |||
Stockholders' Equity, Ending Balance at Sep. 30, 2020 | $ 360,243 | $ 27 | $ 657,560 | $ 259 | $ (297,603) |
Stockholders' Equity, Ending Balance (in shares) at Sep. 30, 2020 | 27,346,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (53,577) | $ (77,073) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 415 | 374 |
Stock-based compensation | 8,521 | 9,654 |
Accretion/amortization of investments, net | 239 | (2,449) |
Non-cash interest expense | 0 | 503 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (2,902) | 2,099 |
Accounts payable and other liabilities | (4,431) | 13,180 |
Net cash used in operating activities | (51,735) | (53,712) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of investments | (156,572) | (175,049) |
Sales and maturities of investments | 247,707 | 303,146 |
Purchases of property and equipment | (258) | (701) |
Net cash provided by investing activities | 90,877 | 127,396 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, upon the exercise of stock options | 370 | 1,243 |
Payments on notes payable | (1,375) | (5,625) |
Net cash used in financing activities | (1,005) | (4,382) |
Net increase in cash, cash equivalents, and restricted cash | 38,137 | 69,302 |
Cash, cash equivalents and restricted cash, beginning of period | 171,077 | 113,656 |
Cash, cash equivalents and restricted cash, end of period | 209,214 | 182,958 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | 4 | 384 |
Non-cash investing and financing activities: | ||
Amounts accrued for property and equipment | $ 165 | $ 82 |
Description of the Business
Description of the Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business AnaptysBio, Inc. (“we,” “us,” “our,” or the “Company”) was incorporated in the state of Delaware in November 2005. We are a clinical-stage biotechnology company developing first-in-class immunology therapeutic product candidates focused on emerging immune control mechanisms applicable to inflammation and immuno-oncology indications. We develop our product candidates using our proprietary antibody discovery technology platform, which is based upon a breakthrough understanding of the natural process of antibody generation, known as somatic hypermutation, and replicates this natural process of antibody generation in vitro . We currently generate revenue from milestones achieved under our collaborative research and development arrangements. Since our inception, we have devoted our primary effort to research and development activities. Our financial support has been provided primarily from the sale of our common and preferred stock, as well as through funds received under our collaborative research and development agreements. Going forward, as we continue our expansion, we may seek additional financing and/or strategic investments. However, there can be no assurance that any additional financing or strategic investments will be available to us on acceptable terms, if at all. If events or circumstances occur such that we do not obtain additional funding, we will most likely be required to reduce our plans and/or certain discretionary spending, which could have a material adverse effect on our ability to achieve our intended business objectives. Our management believes our currently available resources will provide sufficient funds to enable us to meet our operating plans for at least the next twelve months. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted. The accompanying unaudited consolidated financial statements include all known adjustments necessary for a fair presentation of the results of interim periods as required by U.S. GAAP. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Also, certain reclassifications have been made to 2019 financial information to conform to the current year presentation of prepaid expenses and other assets on the Consolidated Statements of Cash Flows. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Interim results are not necessarily indicative of results for a full year, particularly in light of the novel coronavirus (“COVID-19”) pandemic, and its impact on domestic and global economies. To limit the spread of COVID-19, governments have taken various actions, including the issuance of stay-at-home orders and social distancing guidelines, which have resulted in some businesses suspending operations or experiencing a reduction in demand for many products from direct or ultimate customers. Accordingly, businesses have adjusted, reduced or suspended operating activities. The effects of the stay-at-home orders and our work-from-home policies may negatively impact productivity, disrupt our business, and delay our development programs and regulatory and commercialization timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. Our future research and development expenses and general and administrative expenses may vary significantly if we experience an increased impact from the COVID-19 pandemic on the costs and timing associated with the conduct of our clinical trials and other related business activities. The financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2019 included in our Annual Form 10-K. Basis of Consolidation The accompanying consolidated financial statements include us and our wholly-owned Australian subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. We operate in one reportable segment, and our functional and reporting currency is the U.S. dollar. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, and financial condition, including expenses, reserves and allowances, manufacturing, clinical trials, research and development costs, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international markets. Our actual results could differ from these estimates under different assumptions or conditions. Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period, as well as any dilutive effect from outstanding stock options and warrants using the treasury stock method. For each period presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share. The following table sets forth the weighted-average o utstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares): Three Months Ended Nine Months Ended (in thousands) 2020 2019 2020 2019 Options to purchase common stock 2,838 2,467 2,899 2,451 Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, Income Taxes (Topic 740) intended to simplify the accounting for income taxes. The guidance removes the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: (1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, (3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), (4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and (5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We early adopted this standard on January 1, 2020, and the adoption of the standard did not have a material impact to our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , which changes the accounting treatment for recognizing the impairment of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also eliminates the other-than-temporary impairment model for available-for-sale (“AFS”) debt securities. Entities will begin to recognize credit losses on AFS debt securities as allowances rather than as reductions in the carrying value of the securities. Impairment that is not credit-related impairment will continue to be recognized in other comprehensive income and entities will no longer consider the length of time a security has been in an unrealized loss position when determining whether a credit loss exists. ASU 2016-13 becomes effective for annual and interim periods beginning after December 15, 2019. We adopted this standard prospectively on January 1, 2020, and the adoption of the standard did not have a material impact to our consolidated financial statements as credit losses are not expected to be significant based on historical trends, the financial condition of our investments and external market factors. We will continue to actively monitor the impact of the COVID-19 pandemic on expected credit losses. |
Balance Sheet Accounts and Supp
Balance Sheet Accounts and Supplemental Disclosures | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Accounts and Supplemental Disclosures | Balance Sheet Accounts and Supplemental Disclosures Property and Equipment Property and equipment consist of the following: (in thousands) September 30, 2020 December 31, 2019 Laboratory equipment $ 5,218 $ 4,911 Office furniture and equipment 827 811 Leasehold improvements 617 575 Property and equipment, gross 6,662 6,297 Less: accumulated depreciation and amortization (5,077) (4,679) Total property and equipment, net $ 1,585 $ 1,618 Accrued Expenses Accrued expenses consist of the following: (in thousands) September 30, 2020 December 31, 2019 Accrued compensation and related expenses $ 2,782 $ 2,152 Accrued professional fees 1,039 435 Accrued research, development and manufacturing expenses 14,094 8,196 Other 224 269 Total accrued expenses $ 18,139 $ 11,052 |
Collaborative Research and Deve
Collaborative Research and Development Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [Abstract] | |
Collaborative Research and Development Agreements | Collaborative Research and Development Agreements GlaxoSmithKline Collaboration In March 2014, we entered into a Collaboration and Exclusive License Agreement (the “GSK Agreement”) with TESARO, Inc., an oncology-focused biopharmaceutical company now a part of GlaxoSmithKline (“GSK”). Under the terms of the GSK Agreement, we agreed to perform certain discovery and early preclinical development of therapeutic antibodies with the goal of generating immunotherapy antibodies for subsequent preclinical, clinical, regulatory, and commercial development to be performed by GSK. Under the terms of the GSK Agreement, GSK paid an upfront license fee of $17.0 million in March 2014 and agreed to provide funding to us for research and development services related to antibody discovery programs for three specific targets. In November 2014, we and TESARO, Inc. entered into Amendment No. 1 to the GSK Agreement to add an antibody discovery program against an undisclosed fourth target for an upfront license fee of $2.0 million. For each development program, we are eligible to receive milestone payments of up to $18.0 million if certain preclinical and clinical trial events are achieved by GSK, up to an additional $90.0 million if certain U.S. and European regulatory submissions and approvals in multiple indications are achieved, and up to an additional $165.0 million upon the achievement of specified levels of annual worldwide net sales. We will also be eligible to receive tiered single-digit royalties related to worldwide net sales of products developed under the collaboration. Unless earlier terminated by either party upon specified circumstances, the GSK Agreement will terminate, with respect to each specific developed product, upon the later of the 12th anniversary of the first commercial sale of the product or the expiration of the last to expire of any patent. Prior to the adoption of ASC 606, Revenue from Contracts with Customers , we determined that the upfront license fees and research funding under the GSK Agreement, as amended, should be accounted for as a single unit of accounting and that the upfront license fees should be deferred and recognized as revenue over the same period that the research and development services are performed. In December 2015, we determined that the research and development services would be extended through December 31, 2016. As a result, the period over which the unrecognized license fees and discovery milestones were recognized was extended through December 31, 2016 and have since been recognized in full. We assessed this arrangement in accordance with ASC 606 and concluded that the contract counterparty, GSK, is a customer. We identified the following material promises under the GSK Agreement: (1) the licenses under certain patent rights relating to six discovery programs (four targets) and transfer of certain development and regulatory information, (2) research and development (“R&D”) services, and (3) joint steering committee meetings. We considered the research and discovery capabilities of GSK for these specific programs, GSK’s inability to sub-license, and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the joint steering committee participation would not have been provided without the R&D services and license agreement. Based on these assessments, we identified all services to be interrelated and therefore concluded that the promises should be combined into a single performance obligation at the inception of the arrangement. As of September 30, 2020, the transaction price for the GSK Agreement includes the upfront payment, research reimbursement revenue, and milestones earned to date, which are allocated in their entirety to the single performance obligation. We earned and recognized two clinical milestones for $15.0 million during the nine months ended September 30, 2020. No other future clinical or regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we considered numerous factors including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials, an outcome that is difficult to predict, and GSK’s efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the intellectual property license granted to GSK and therefore have also been excluded from the transaction price. We will re-evaluate the variable transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Milestones recognized through September 30, 2020 under the GSK Agreement are as follows: Anti-PD-1 (GSK4057190A/Dostarlimab) Anti-TIM-3 (GSK4069889A/Cobolimab) Anti-LAG-3 (GSK40974386) Milestone Event Amount Quarter Recognized Amount Quarter Recognized Amount Quarter Recognized Initiated in vivo toxicology studies using good laboratory practices (GLPs) $1.0M Q2'15 $1.0M Q4'15 $1.0M Q3'16 IND clearance from the FDA $4.0M Q1'16 $4.0M Q2'16 $4.0M Q2'17 Phase 2 clinical trial initiation $3.0M Q2'17 $3.0M Q4'17 $3.0M Q4'19 Phase 3 clinical trial initiation - first indication $5.0M Q3'18 — — — — Phase 3 clinical trial initiation - second indication $5.0M Q2'19 — — — — Filing of the first NDA - first indication $10.0M Q1'20 — — — — Filing of the first MAA - first indication $5.0M Q1'20 — — — — Milestones achieved during the discovery period were recognized as revenue pro-rata through December 31, 2016. Milestones achieved during fiscal 2017 were recognized as revenue in the period earned, while milestones after December 31, 2017 are recognized upon determination that a significant reversal of revenue would not be probable. Cash is generally received within 30 days of milestone achievement. We recognized $0 and $15.0 million in revenue under the GSK Agreement during the three and nine months ended September 30, 2020, respectively, and $0 and $5.0 million during the three and nine months ended September 30, 2019, respectively. Antibody Generation Agreement with Bristol-Myers Squibb In December 2011, we entered into a license and collaboration agreement (the “BMS Agreement”) with Celgene, now a part of Bristol-Myers Squibb (“BMS”), to develop therapeutic antibodies against multiple targets. We granted BMS the option to obtain worldwide commercial rights to antibodies generated against each of the targets under the agreement, which option was triggered on a target-by-target basis by our delivery of antibodies meeting certain pre-specified parameters pertaining to each target under the agreement. The BMS Agreement provided for an upfront payment of $6.0 million from BMS, which we received in 2011 and recognized through 2014, milestone payments of up to $53.0 million per target, low single-digit royalties on net sales of antibodies against each target, and reimbursement of specified research and development costs. We assessed this arrangement in accordance with ASC Topic 606 and concluded that the contract counterparty, BMS, is a customer. We identified the following material promises under the BMS Agreement: (1) the licenses under certain patent rights relating to four targets and transfer of certain development and regulatory information, (2) R&D services, (3) a written report documenting findings, and (4) steering committee meetings. We considered the research and discovery capabilities of BMS, BMS’s inability to sub-license the four targets, and the fact that the discovery and optimization of these antibodies is proprietary and could not, at the time of contract inception, be provided by other vendors, to conclude that the license does not have stand-alone functionality and is therefore not distinct. Additionally, we determined that the report of findings and steering committee participation would not have been provided without the R&D services and license agreement. Based on these assessments, we identified all services to be interrelated, and therefore concluded that the promises should be combined into a single performance obligation at the inception the arrangement. As of September 30, 2020, the transaction price of the BMS Agreement includes the upfront payment, success fees, expense reimbursement, and milestones earned to date, which are allocated in their entirety to the single performance obligation. None of the future clinical or regulatory milestones have been included in the transaction price, as all milestone amounts were subject to the revenue constraint. As part of the constraint evaluation, we considered numerous factors, including the fact that the receipt of milestones is outside of our control and contingent upon success in future clinical trials and BMS’s efforts. Any consideration related to sales-based milestones, including royalties, will be recognized when the related sales occur as they were determined to relate predominantly to the intellectual property license granted to BMS and therefore have also been excluded from the transaction price. We will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. Milestones achieved through September 30, 2020 under the BMS Agreement are as follows: Anti-PD-1 Milestone Event Amount Quarter Recognized Completion of first in vivo toxicology studies using GLPs $0.5M Q2'16 Phase 1 clinical trial initiation $1.0M Q4'16 Revenue from future contingent milestone payments will be recognized when it is more likely than not that the revenue will not be reversed in future periods. Cash is generally received within 30 days of milestone achievement. There was no revenue recognized under this agreement during the three and nine months ended September 30, 2020 and 2019. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Notes Payable On December 24, 2014, we entered into a Loan and Security Agreement, as amended from time to time (the “Loan Agreement”), with a bank and a financial institution whereby we may borrow up to $15.0 million in three separate draws of $5.0 million each. The Term A Loans, for an aggregate of $5.0 million, were drawn on December 24, 2014 with a fixed interest rate of 6.97%. In January 2016, the Loan Agreement was amended to combine Term B Loans and Term C Loans for a total of $10.0 million available for draw through December 31, 2016 and delay the beginning of our Term A Loans’ principal repayments from February 1, 2016 until February 1, 2017. The Term B Loans and Term C Loans became available for draw on July 1, 2016. In December 2016, we further amended the Loan Agreement to (i) allow for the Term B Loans and Term C Loans to be drawn on December 30, 2016, (ii) delay principal repayments of all Term Loans until February 1, 2018, and (iii) amend the interest rate for each Term Loan. The Term B Loans and the Term C Loans were drawn on December 30, 2016, and Term A, B and C Loans are now collectively referred to as the Term Loans. Principal repayments began in February 2018, and the Term Loans were paid in full, without penalty or premium, on January 1, 2020. |
Fair Value Measurements and Ava
Fair Value Measurements and Available for Sale Investments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Available for Sale Investments | Fair Value Measurements and Available for Sale Investments Fair Value Measurements Our financial instruments consist principally of cash, cash equivalents, restricted cash, short-term and long-term investments, receivables, accounts payable, and notes payable. Certain of our financial assets and liabilities have been recorded at fair value in the consolidated balance sheet in accordance with the accounting standards for fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Accounting guidance also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 - Unobservable inputs that are supported by little or no market activities, therefore requiring an entity to develop its own assumptions. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table summarizes our assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy: Fair Value Measurements at End of Period Using: (in thousands) Fair Value Quoted Market Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) At September 30, 2020 Money market funds (1) $ 204,678 $ 204,678 $ — $ — Mutual funds (1) 4,833 4,833 — — U.S. Treasury securities (2) 107,159 107,159 — — Certificates of deposit (2) 3,713 — 3,713 — Agency securities (2) 15,805 — 15,805 — Commercial and corporate obligations (2) 38,692 — 38,692 — At December 31, 2019 Money market funds (1) $ 162,928 $ 162,928 $ — $ — Mutual funds (1) 7,619 7,619 — — U.S. Treasury securities (2) 96,434 96,434 — — Certificates of deposit (2) 5,428 — 5,428 — Agency securities (2) 33,623 — 33,623 — Commercial and corporate obligations (2) 122,030 — 122,030 — (1) Included in cash and cash equivalents or restricted cash in the accompanying consolidated balance sheets. (2) Included in short-term or long-term investments in the accompanying consolidated balance sheets depending on the respective maturity date. The following methods and assumptions were used to estimate the fair value of our financial instruments for which it is practicable to estimate that value: Marketable Securities. For fair values determined by Level 1 inputs, which utilize quoted prices in active markets for identical assets, the level of judgment required to estimate fair value is relatively low. For fair values determined by Level 2 inputs, which utilize quoted prices in less active markets for similar assets, the level of judgment required to estimate fair value is also considered relatively low. Fair Value of Other Financial Instruments The fair value of our other financial instruments estimated as of September 30, 2020 and December 31, 2019 are presented below: September 30, 2020 December 31, 2019 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Notes payable $ — $ — $ 1,375 $ 1,365 The following methods and assumptions were used to estimate the fair value of our notes payable: Notes Payable —We use the income approach to value the aforementioned debt instrument. We use a present value calculation to discount principal and interest payments and the final maturity payment on these liabilities using a discounted cash flow model based on observable inputs. We discount these debt instruments based on what the current market rates would offer us as of the reporting date. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy. The carrying amounts of certain of our financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses approximate fair value due to their short-term nature. Available for Sale Investments We invest our excess cash in agency securities, debt instruments of financial institutions and corporations, commercial obligations, and U.S. Treasury securities, which we classify as available-for-sale investments. These investments are carried at fair value and are included in the tables above. The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash equivalents, short-term and long-term investments as of September 30, 2020 are as follows: (in thousands) Amortized Gross Gross Total Agency securities (1) $ 15,790 $ 16 $ (1) $ 15,805 Certificates of deposit (2) 3,696 17 — 3,713 Commercial and corporate obligations (3) 38,590 105 (3) 38,692 U.S. Treasury securities (4) 106,826 343 (10) 107,159 Total available-for-sale investments $ 164,902 $ 481 $ (14) $ 165,369 (1) Of our outstanding agency securities, $0.8 million have maturity dates of less than one year and $15.0 million have a maturity date of between one (2) Of our outstanding certificates of deposit, $3.0 million have maturity dates of less than one year and $0.7 million have a maturity date of between one (3) All of our outstanding commercial and corporate obligations have maturity dates of less than one year as of September 30, 2020. (4) Of our outstanding U.S. Treasury securities, $86.7 million have maturity dates of less than one year and $20.4 million have a maturity date of between one The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 2020 and December 31, 2019, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: September 30, 2020 Less than 12 Months 12 Months or Greater Total (in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Agency securities $ 9,998 $ (1) $ — $ — $ 9,998 $ (1) Commercial and corporate obligations 4,096 (3) — — 4,096 (3) US Treasury Securities 25,223 (10) — — 25,223 (10) Total $ 39,317 $ (14) $ — $ — $ 39,317 $ (14) December 31, 2019 Less than 12 Months 12 Months or Greater Total (in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Commercial and corporate obligations $ 5,986 $ (4) $ — $ — $ 5,986 $ (4) US Treasury Securities 17,608 (2) — — 17,608 (2) Total $ 23,594 $ (6) $ — $ — $ 23,594 $ (6) |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Of the 500,000,000 shares of common stock authorized, 27,346,228 shares were issued and outstanding as of September 30, 2020. Common stock reserved for future issuance upon the exercise, issuance or conversion of the respective equity instruments at September 30, 2020 are as follows: Issued and Outstanding: Stock options 2,876,063 Shares Reserved For: 2017 Equity Incentive Plan 3,040,085 2017 Employee Stock Purchase Plan 997,682 Total 6,913,830 |
Equity Incentive Plans
Equity Incentive Plans | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans 2017 Equity Incentive Plan On January 12, 2017, our board of directors and stockholders approved and adopted the 2017 Equity Incentive Plan (the “2017 Plan”). The 2017 Plan became effective upon the execution and delivery of the underwriting agreement for our initial public offering on January 26, 2017 and replaced our existing 2006 Equity Incentive Plan. Under the 2017 Plan, we may grant stock options, stock appreciation rights, restricted stock, restricted stock units and other awards to individuals who are then our employees, officers, directors or consultants. In addition, the number of shares of stock available for issuance under the 2017 Plan will be automatically increased each January 1, beginning on January 1, 2018, by 4% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our board of directors. The 2017 Plan automatically increased by 1,090,203 shares as of January 1, 2020. Employee Stock Purchase Plan On January 12, 2017, our board of directors and stockholders approved and adopted the 2017 Employee Stock Purchase Plan or the ESPP. The ESPP became effective upon the execution and delivery of the underwriting agreement for our initial public offering on January 26, 2017. In addition, the number shares of stock available for issuance under the ESPP will be automatically increased each January 1, beginning on January 1, 2018, by 1% of the aggregate number of outstanding shares of our common stock as of the immediately preceding December 31 or such lesser number as determined by our board of directors. The ESPP automatically increased by 272,550 shares as of January 1, 2020. Stock Options Stock options granted to employees and non-employees generally vest over a four-year period while stock options granted to directors vest over a one year period. Each stock option award has a maximum term of 10 years from the date of grant, subject to earlier cancellation prior to vesting upon cessation of service to us. A summary of the activity related to stock option awards during the nine months ended September 30, 2020 is as follows: Shares Subject to Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2020 3,039,880 $ 29.40 Granted 461,425 $ 18.30 Exercises (91,146) $ 4.06 Forfeitures and cancellations (534,096) $ 37.54 Outstanding at September 30, 2020 2,876,063 $ 26.91 7.47 $ 6,747 Exercisable at September 30, 2020 1,355,530 $ 27.48 5.64 $ 6,365 Stock-Based Compensation Expense The estimated fair values of stock option awards granted to employees were determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions: Nine Months Ended 2020 2019 Risk-free interest rate 0.5 % 2.5 % Expected volatility 90.5 % 68.4 % Expected dividend yield — % — % Expected term (in years) 6.25 6.25 Weighted-average grant date fair value per share $ 13.88 $ 43.08 We determine the appropriate risk-free interest rate, expected term for employee stock-based awards, contractual term for non-employee stock-based awards, and volatility assumptions. The weighted-average expected option term for employee and non-employee stock-based awards reflects the application of the simplified method, which defines the life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. Estimated volatility incorporates historical volatility of our stock price as well as similar entities whose share prices are publicly available. The risk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected or contractual term of the stock-based payment awards. The assumed dividend yield is based on our expectation of not paying dividends in the foreseeable future. Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and comprehensive loss is as follows: Three Months Ended Nine Months Ended (in thousands) 2020 2019 2020 2019 Research and development $ 926 $ 1,580 $ 3,030 $ 4,469 General and administrative 1,879 1,564 5,491 5,185 Total $ 2,805 $ 3,144 $ 8,521 $ 9,654 At September 30, 2020, there was $24.8 million of unrecognized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period o |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We have two non-cancellable office leases (the “Office Leases”), with remaining lease terms of approximately one year, each of which are classified as operating leases. Both leases expire in 2021. Only one of our leases has remaining renewal options, which includes three options to renew for one additional year. The exercise of lease renewal options is at our sole discretion, which we currently do not anticipate exercising and as such were not recognized as part of our right-of-use (“ROU”) asset and lease liabilities. Our lease payments are fixed, and we recognize lease expense for these leases on a straight-line basis over the lease term. Operating lease ROU assets and lease liabilities are recorded based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we used our incremental borrowing rate based on the information available at effective date of adoption in determining the present value of future payments. The weighted-average discount rate used was 8.59%. Our balance sheet includes our ROU assets and lease liabilities as follows (in thousands): Leases Classification on the Balance Sheet September 30, 2020 December 31, 2019 Operating ROU assets Other long-term assets $ 824 $ 1,402 Operating lease liabilities Other current liabilities 851 871 Operating lease liabilities Other long-term liabilities 33 654 The following costs are included in our consolidated statements of cash flow (in thousands): Nine Months Ended Leases Classification on the Cash Flow 2020 2019 Operating lease cost Operating $ 660 $ 660 Cash paid for amounts included in the measurement of lease liabilities Operating 722 698 At September 30, 2020, the future minimum annual obligations for the Office Leases in excess of one year are as follows (in thousands): Years Ending December 31, 2020 $ 247 2021 676 2022 — 2023 — 2024 — Thereafter — Total minimum payments required 923 Less imputed interest (39) Total $ 884 On May 4, 2020, we entered into a lease agreement (the “Lease Agreement”) with Wateridge Property Owner, LP, with respect to facilities in the building at 10770 Wateridge Circle, San Diego, California 92121. Under the Lease Agreement, we agreed to lease approximately 45,000 square feet of space in the 10770 Wateridge Circle Building for a term of 124 months, beginning on March 1, 2021 (or on such later date as described in the Lease Agreement). The terms of the Lease Agreement provide us with an option to extend the term of the lease for an additional five years, as well as a one-time option to terminate the lease after seven years with the payment of a termination fee. The monthly base rent will be $4.20 per rentable square foot and will be increased by 3% annually. Under the Lease Agreement, we are also responsible for our pro rata share of real estate taxes, building insurance, maintenance, direct expenses, and utilities. As of September 30, 2020, we have recorded $0.2 million in prepaid rent and $0.3 million as a security deposit in accordance with the terms of the Lease Agreement. Shareholder Lawsuit On March 25, 2020, a putative securities class action was filed in the United States District Court for the Southern District of California naming the Company and certain of its current or former officers as defendants. The complaint purports to assert claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10b-5, and Section 20(a) of the Exchange Act, on behalf of persons and entities who acquired our common stock between October 10, 2017 and November 7, 2019 (the “Class Period”). An amended complaint was filed on September 30, 2020 alleging that, during the Class Period, the defendants made material misrepresentations or omissions regarding our etokimab product candidate that artificially inflated our stock price. The plaintiff seeks, among other things, damages in an unspecified amount, as well as costs and expenses. We believe that the plaintiff’s allegations are without merit and intend to vigorously defend against the claims. On September 1, 2020, a related shareholder derivative complaint was filed based on allegations substantially similar to those in the class action, and asserting claims against current or former officers and directors for contribution under Sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, unjust enrichment and corporate waste. Because the Company is in the early stages of this litigation matter, we are unable to estimate a reasonably possible loss or range of loss, if any, that may result from these matters. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On October 23, 2020, we entered into a confidential settlement agreement (the “Settlement Agreement”) with GSK and TESARO, Inc., and TESARO Development, Ltd. (together, “Tesaro”) to resolve the claims previously raised in the notice of breach (the “Notice”) we delivered to GSK and Tesaro on August 20, 2020. Pursuant to the Settlement Agreement, we, GSK and Tesaro agreed to the terms of the Amendment described below and a mutual release of claims relating to the Notice, the Delaware Chancery Court action related to the Notice, the Collaboration Agreement and the obligations of the parties under the Collaboration Agreement. Pursuant to the terms of the Settlement Agreement, we and Tesaro agreed to enter into the Amendment that provided GSK with freedom to conduct development and commercialization of Zejula in combination with third-party molecules. On October 23, 2020, we amended our GSK Agreement (the “Amendment”) with GSK and Tesaro. Under the Amendment, we allowed for GSK to conduct development and commercialization of Zejula and we are entitled to increased royalties upon sales of dostarlimab, an anti-PD-1 antagonist antibody under development by GSK for multiple oncological disorders, including endometrial cancer, non-small cell lung cancer, ovarian cancer, colorectal cancer and mismatch repair deficient solid tumors, equal to 8% of Net Sales (as defined in the GSK Agreement) below $1.0 billion and from 12% up to 25% of Net Sales above $1.0 billion. The Amendment also entitles us a one-time non-refundable cash payment of $60.0 million payable to us within 30 days of the date of the Amendment. Tesaro also agreed, starting January 1, 2021, to pay us a 1% royalty on all GSK and Tesaro Net Sales of Zejula TM , an oral, once-daily poly (ADP-ribose) polymerase (PARP) inhibitor, which has received US approval for the maintenance treatment of adult patients with advanced epithelial ovarian, fallopian tube, or primary peritoneal cancer who are in a complete or partial response to first-line platinum-based chemotherapy, and is under development for additional cancer indications. The $1.1 billion in cash milestone payments due under the GSK Agreement remain unchanged. Additionally, under the terms of the Amendment, Tesaro and GSK have agreed to certain diligence commitments with respect to the future development of dostarlimab, and the parties have agreed to review such commitments under regular joint review committee (JRC) meetings going forward. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been omitted. The accompanying unaudited consolidated financial statements include all known adjustments necessary for a fair presentation of the results of interim periods as required by U.S. GAAP. These adjustments consist primarily of normal recurring accruals and estimates that impact the carrying value of assets and liabilities. Also, certain reclassifications have been made to 2019 financial information to conform to the current year presentation of prepaid expenses and other assets on the Consolidated Statements of Cash Flows. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Interim results are not necessarily indicative of results for a full year, particularly in light of the novel coronavirus (“COVID-19”) pandemic, and its impact on domestic and global economies. To limit the spread of COVID-19, governments have taken various actions, including the issuance of stay-at-home orders and social distancing guidelines, which have resulted in some businesses suspending operations or experiencing a reduction in demand for many products from direct or ultimate customers. Accordingly, businesses have adjusted, reduced or suspended operating activities. The effects of the stay-at-home orders and our work-from-home policies may negatively impact productivity, disrupt our business, and delay our development programs and regulatory and commercialization timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course. Our future research and development expenses and general and administrative expenses may vary significantly if we experience an increased impact from the COVID-19 pandemic on the costs and timing associated with the conduct of our clinical trials and other related business activities. The financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2019 included in our Annual Form 10-K. |
Basis of Consolidation | Basis of ConsolidationThe accompanying consolidated financial statements include us and our wholly-owned Australian subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. We operate in one reportable segment, and our functional and reporting currency is the U.S. dollar. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. We base our estimates and assumptions on historical experience when available and on various factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, and financial condition, including expenses, reserves and allowances, manufacturing, clinical trials, research and development costs, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international markets. Our actual results could differ from these estimates under different assumptions or conditions. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common equivalent shares outstanding for the period, as well as any dilutive effect from outstanding stock options and warrants using the treasury stock method. For each period presented, there is no difference in the number of shares used to calculate basic and diluted net loss per share. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (the “FASB”) issued ASU 2019-12, Income Taxes (Topic 740) intended to simplify the accounting for income taxes. The guidance removes the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary, and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: (1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, (3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), (4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date, and (5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We early adopted this standard on January 1, 2020, and the adoption of the standard did not have a material impact to our consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , which changes the accounting treatment for recognizing the impairment of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. The new guidance also eliminates the other-than-temporary impairment model for available-for-sale (“AFS”) debt securities. Entities will begin to recognize credit losses on AFS debt securities as allowances rather than as reductions in the carrying value of the securities. Impairment that is not credit-related impairment will continue to be recognized in other comprehensive income and entities will no longer consider the length of time a security has been in an unrealized loss position when determining whether a credit loss exists. ASU 2016-13 becomes effective for annual and interim periods beginning after December 15, 2019. We adopted this standard prospectively on January 1, 2020, and the adoption of the standard did not have a material impact to our consolidated financial statements as credit losses are not expected to be significant based on historical trends, the financial condition of our investments and external market factors. We will continue to actively monitor the impact of the COVID-19 pandemic on expected credit losses. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Outstanding Potentially Dilutive Securities Excluded in the Calculation of Diluted Net Loss Per Share | The following table sets forth the weighted-average o utstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares): Three Months Ended Nine Months Ended (in thousands) 2020 2019 2020 2019 Options to purchase common stock 2,838 2,467 2,899 2,451 |
Balance Sheet Accounts and Su_2
Balance Sheet Accounts and Supplemental Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment | Property and equipment consist of the following: (in thousands) September 30, 2020 December 31, 2019 Laboratory equipment $ 5,218 $ 4,911 Office furniture and equipment 827 811 Leasehold improvements 617 575 Property and equipment, gross 6,662 6,297 Less: accumulated depreciation and amortization (5,077) (4,679) Total property and equipment, net $ 1,585 $ 1,618 |
Schedule of Accrued Expenses | Accrued expenses consist of the following: (in thousands) September 30, 2020 December 31, 2019 Accrued compensation and related expenses $ 2,782 $ 2,152 Accrued professional fees 1,039 435 Accrued research, development and manufacturing expenses 14,094 8,196 Other 224 269 Total accrued expenses $ 18,139 $ 11,052 |
Collaborative Research and De_2
Collaborative Research and Development Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue Recognition [Abstract] | |
Schedule of Collaborative Arrangements and Non-collaborative Arrangement Transactions | Milestones recognized through September 30, 2020 under the GSK Agreement are as follows: Anti-PD-1 (GSK4057190A/Dostarlimab) Anti-TIM-3 (GSK4069889A/Cobolimab) Anti-LAG-3 (GSK40974386) Milestone Event Amount Quarter Recognized Amount Quarter Recognized Amount Quarter Recognized Initiated in vivo toxicology studies using good laboratory practices (GLPs) $1.0M Q2'15 $1.0M Q4'15 $1.0M Q3'16 IND clearance from the FDA $4.0M Q1'16 $4.0M Q2'16 $4.0M Q2'17 Phase 2 clinical trial initiation $3.0M Q2'17 $3.0M Q4'17 $3.0M Q4'19 Phase 3 clinical trial initiation - first indication $5.0M Q3'18 — — — — Phase 3 clinical trial initiation - second indication $5.0M Q2'19 — — — — Filing of the first NDA - first indication $10.0M Q1'20 — — — — Filing of the first MAA - first indication $5.0M Q1'20 — — — — Milestones achieved through September 30, 2020 under the BMS Agreement are as follows: Anti-PD-1 Milestone Event Amount Quarter Recognized Completion of first in vivo toxicology studies using GLPs $0.5M Q2'16 Phase 1 clinical trial initiation $1.0M Q4'16 |
Fair Value Measurements and A_2
Fair Value Measurements and Available for Sale Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities that Require Fair Value Measurements on a Recurring Basis | The following table summarizes our assets and liabilities that require fair value measurements on a recurring basis and their respective input levels based on the fair value hierarchy: Fair Value Measurements at End of Period Using: (in thousands) Fair Value Quoted Market Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) At September 30, 2020 Money market funds (1) $ 204,678 $ 204,678 $ — $ — Mutual funds (1) 4,833 4,833 — — U.S. Treasury securities (2) 107,159 107,159 — — Certificates of deposit (2) 3,713 — 3,713 — Agency securities (2) 15,805 — 15,805 — Commercial and corporate obligations (2) 38,692 — 38,692 — At December 31, 2019 Money market funds (1) $ 162,928 $ 162,928 $ — $ — Mutual funds (1) 7,619 7,619 — — U.S. Treasury securities (2) 96,434 96,434 — — Certificates of deposit (2) 5,428 — 5,428 — Agency securities (2) 33,623 — 33,623 — Commercial and corporate obligations (2) 122,030 — 122,030 — (1) Included in cash and cash equivalents or restricted cash in the accompanying consolidated balance sheets. |
Fair Value of Other Financial Instruments | The fair value of our other financial instruments estimated as of September 30, 2020 and December 31, 2019 are presented below: September 30, 2020 December 31, 2019 (in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Notes payable $ — $ — $ 1,375 $ 1,365 |
Available-for-sale Investments | The aggregate market value, cost basis, and gross unrealized gains and losses of available-for-sale investments by security type, classified in cash equivalents, short-term and long-term investments as of September 30, 2020 are as follows: (in thousands) Amortized Gross Gross Total Agency securities (1) $ 15,790 $ 16 $ (1) $ 15,805 Certificates of deposit (2) 3,696 17 — 3,713 Commercial and corporate obligations (3) 38,590 105 (3) 38,692 U.S. Treasury securities (4) 106,826 343 (10) 107,159 Total available-for-sale investments $ 164,902 $ 481 $ (14) $ 165,369 (1) Of our outstanding agency securities, $0.8 million have maturity dates of less than one year and $15.0 million have a maturity date of between one (2) Of our outstanding certificates of deposit, $3.0 million have maturity dates of less than one year and $0.7 million have a maturity date of between one (3) All of our outstanding commercial and corporate obligations have maturity dates of less than one year as of September 30, 2020. (4) Of our outstanding U.S. Treasury securities, $86.7 million have maturity dates of less than one year and $20.4 million have a maturity date of between one |
Schedule of Unrealized Loss and Fair Values in a Loss Position | The following tables present gross unrealized losses and fair values for those investments that were in an unrealized loss position as of September 30, 2020 and December 31, 2019, aggregated by investment category and the length of time that individual securities have been in a continuous loss position: September 30, 2020 Less than 12 Months 12 Months or Greater Total (in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Agency securities $ 9,998 $ (1) $ — $ — $ 9,998 $ (1) Commercial and corporate obligations 4,096 (3) — — 4,096 (3) US Treasury Securities 25,223 (10) — — 25,223 (10) Total $ 39,317 $ (14) $ — $ — $ 39,317 $ (14) December 31, 2019 Less than 12 Months 12 Months or Greater Total (in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Commercial and corporate obligations $ 5,986 $ (4) $ — $ — $ 5,986 $ (4) US Treasury Securities 17,608 (2) — — 17,608 (2) Total $ 23,594 $ (6) $ — $ — $ 23,594 $ (6) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Future Issuance | Common stock reserved for future issuance upon the exercise, issuance or conversion of the respective equity instruments at September 30, 2020 are as follows: Issued and Outstanding: Stock options 2,876,063 Shares Reserved For: 2017 Equity Incentive Plan 3,040,085 2017 Employee Stock Purchase Plan 997,682 Total 6,913,830 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Activity Related to Stock Option Awards | A summary of the activity related to stock option awards during the nine months ended September 30, 2020 is as follows: Shares Subject to Options Weighted-Average Exercise Price per Share Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2020 3,039,880 $ 29.40 Granted 461,425 $ 18.30 Exercises (91,146) $ 4.06 Forfeitures and cancellations (534,096) $ 37.54 Outstanding at September 30, 2020 2,876,063 $ 26.91 7.47 $ 6,747 Exercisable at September 30, 2020 1,355,530 $ 27.48 5.64 $ 6,365 |
Summary of Weighted Average Assumptions in Stock Option Valuations | The estimated fair values of stock option awards granted to employees were determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions: Nine Months Ended 2020 2019 Risk-free interest rate 0.5 % 2.5 % Expected volatility 90.5 % 68.4 % Expected dividend yield — % — % Expected term (in years) 6.25 6.25 Weighted-average grant date fair value per share $ 13.88 $ 43.08 |
Summary of Non-cash Stock-based Compensation Expense | Total non-cash stock-based compensation expense for all stock awards that was recognized in the consolidated statements of operations and comprehensive loss is as follows: Three Months Ended Nine Months Ended (in thousands) 2020 2019 2020 2019 Research and development $ 926 $ 1,580 $ 3,030 $ 4,469 General and administrative 1,879 1,564 5,491 5,185 Total $ 2,805 $ 3,144 $ 8,521 $ 9,654 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Classification on the Balance Sheet | Our balance sheet includes our ROU assets and lease liabilities as follows (in thousands): Leases Classification on the Balance Sheet September 30, 2020 December 31, 2019 Operating ROU assets Other long-term assets $ 824 $ 1,402 Operating lease liabilities Other current liabilities 851 871 Operating lease liabilities Other long-term liabilities 33 654 |
Costs Included in Cash Flow Statement | The following costs are included in our consolidated statements of cash flow (in thousands): Nine Months Ended Leases Classification on the Cash Flow 2020 2019 Operating lease cost Operating $ 660 $ 660 Cash paid for amounts included in the measurement of lease liabilities Operating 722 698 |
Schedule of Future Minimum Annual Obligations | At September 30, 2020, the future minimum annual obligations for the Office Leases in excess of one year are as follows (in thousands): Years Ending December 31, 2020 $ 247 2021 676 2022 — 2023 — 2024 — Thereafter — Total minimum payments required 923 Less imputed interest (39) Total $ 884 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dilutive securities excluded from computation of net loss per share (in shares) | 2,838 | 2,467 | 2,899 | 2,451 |
Balance Sheet Accounts and Su_3
Balance Sheet Accounts and Supplemental Disclosures - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,662 | $ 6,297 |
Less: accumulated depreciation and amortization | (5,077) | (4,679) |
Total property and equipment, net | 1,585 | 1,618 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,218 | 4,911 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 827 | 811 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 617 | $ 575 |
Balance Sheet Accounts and Su_4
Balance Sheet Accounts and Supplemental Disclosures - Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation and related expenses | $ 2,782 | $ 2,152 |
Accrued professional fees | 1,039 | 435 |
Accrued research, development and manufacturing expenses | 14,094 | 8,196 |
Other | 224 | 269 |
Total accrued expenses | $ 18,139 | $ 11,052 |
Collaborative Research and De_3
Collaborative Research and Development Agreements (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Nov. 30, 2014USD ($)target | Mar. 31, 2014USD ($) | Sep. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Sep. 30, 2020USD ($)milestone | Sep. 30, 2019USD ($) | Dec. 31, 2011USD ($) | Jun. 30, 2014target | |
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Collaboration revenue | $ 0 | $ 0 | $ 15,000,000 | $ 5,000,000 | ||||||||||||||||
TESARO | Collaborative Research And Development Agreement | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Upfront license fee received | $ 2,000,000 | $ 17,000,000 | ||||||||||||||||||
Number of outstanding research and development targets | target | 4 | 3 | ||||||||||||||||||
Milestone payments, contingent upon preclinical and clinical trial events (up to) | $ 18,000,000 | |||||||||||||||||||
Milestone payments, contingent upon certain U.S. and European regulatory submissions and approvals (up to) | 90,000,000 | |||||||||||||||||||
Milestone payments, contingent upon achievement of specified levels of worldwide sales (up to) | $ 165,000,000 | |||||||||||||||||||
Agreement term following first commercial sale or expiration of the last to expire patent (in years) | 12 years | |||||||||||||||||||
Number of milestones achieved during period | milestone | 2 | |||||||||||||||||||
Collaboration revenue | 0 | 0 | $ 15,000,000 | 5,000,000 | ||||||||||||||||
TESARO | Initiated in vivo toxicology studies using good laboratory practices (GLPs) | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 1,000,000 | |||||||||||||||||||
TESARO | Initiated in vivo toxicology studies using good laboratory practices (GLPs) | Anti-TIM-3 (GSK4069889A/Cobolimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 1,000,000 | |||||||||||||||||||
TESARO | Initiated in vivo toxicology studies using good laboratory practices (GLPs) | Anti-LAG-3 (GSK40974386) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 1,000,000 | |||||||||||||||||||
TESARO | IND clearance from the FDA | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 4,000,000 | |||||||||||||||||||
TESARO | IND clearance from the FDA | Anti-TIM-3 (GSK4069889A/Cobolimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 4,000,000 | |||||||||||||||||||
TESARO | IND clearance from the FDA | Anti-LAG-3 (GSK40974386) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 4,000,000 | |||||||||||||||||||
TESARO | Phase 2 clinical trial initiation | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 3,000,000 | |||||||||||||||||||
TESARO | Phase 2 clinical trial initiation | Anti-TIM-3 (GSK4069889A/Cobolimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 3,000,000 | |||||||||||||||||||
TESARO | Phase 2 clinical trial initiation | Anti-LAG-3 (GSK40974386) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 3,000,000 | |||||||||||||||||||
TESARO | Phase 3 clinical trial initiation | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 5,000,000 | 15,000,000 | ||||||||||||||||||
TESARO | Phase 3 clinical trial initiation - second indication [Domain] | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 5,000,000 | |||||||||||||||||||
TESARO | Filing of the first NDA - first indication | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 10,000,000 | |||||||||||||||||||
TESARO | Filing of the first MAA - first indication | Anti-PD-1 (GSK4057190A/Dostarlimab) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestones achieved, amount | $ 5,000,000 | |||||||||||||||||||
Celgene Corporation | Collaborative Research And Development Agreement | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Upfront license fee received | $ 6,000,000 | |||||||||||||||||||
Collaboration revenue | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||
Maximum milestone payments per target | $ 53,000,000 | |||||||||||||||||||
Celgene Corporation | Initiated in vivo toxicology studies using good laboratory practices (GLPs) | Anti-PD-1 (CC-90006) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestone Event | $ 500,000 | |||||||||||||||||||
Celgene Corporation | Phase 1 clinical trial initiation | Anti-PD-1 (CC-90006) | ||||||||||||||||||||
Deferred Revenue Arrangement [Line Items] | ||||||||||||||||||||
Milestone Event | $ 1,000,000 |
Notes Payable (Details)
Notes Payable (Details) - Notes Payable to Banks | Dec. 24, 2014USD ($)installment | Jan. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||
Aggregate borrowing capacity | $ 5,000,000 | |
Loan and Security Agreement (LSA) | ||
Debt Instrument [Line Items] | ||
Debt instrument, maximum borrowing capacity | $ 15,000,000 | |
Number of loan installments (in installments) | installment | 3 | |
Final payment fee | $ 800,000 | |
Term A Loans | ||
Debt Instrument [Line Items] | ||
Aggregate draw on term loan | $ 5,000,000 | |
Fixed interest rate (as a percent) | 6.97% | |
Term B and Term C Loans | ||
Debt Instrument [Line Items] | ||
Aggregate borrowing capacity | $ 10,000,000 |
Fair Value Measurements and A_3
Fair Value Measurements and Available for Sale Investments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | $ 165,369 | |
U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 107,159 | |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 3,713 | |
Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 15,805 | |
Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 38,692 | |
Fair Value, Measurements, Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 107,159 | $ 96,434 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 3,713 | 5,428 |
Fair Value, Measurements, Recurring | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 15,805 | 33,623 |
Fair Value, Measurements, Recurring | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 38,692 | 122,030 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 204,678 | 162,928 |
Fair Value, Measurements, Recurring | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 4,833 | 7,619 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 107,159 | 96,434 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 204,678 | 162,928 |
Fair Value, Measurements, Recurring | Quoted Market Prices for Identical Assets (Level 1) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 4,833 | 7,619 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 3,713 | 5,428 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 15,805 | 33,623 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 38,692 | 122,030 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Commercial and corporate obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities, debt securities | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3) | Mutual funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments at fair value | $ 0 | $ 0 |
Fair Value Measurements and A_4
Fair Value Measurements and Available for Sale Investments - Fair Value of Other Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 0 | $ 1,375 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Notes payable | $ 0 | $ 1,365 |
Fair Value Measurements and A_5
Fair Value Measurements and Available for Sale Investments - Available-for-sale Investments (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 164,902 | |
Gross Unrealized Gains | 481 | |
Gross Unrealized Losses | (14) | |
Total Fair Value | 165,369 | |
Short-term investments | 129,192 | $ 203,210 |
Long-term investments | 36,177 | $ 54,305 |
Agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 15,790 | |
Gross Unrealized Gains | 16 | |
Gross Unrealized Losses | (1) | |
Total Fair Value | 15,805 | |
Short-term investments | $ 800 | |
Investments outstanding, maturity date range (in years) | 1 year | |
Long-term investments | $ 15,000 | |
Agency securities | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 1 year | |
Agency securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 2 years | |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 3,696 | |
Gross Unrealized Gains | 17 | |
Gross Unrealized Losses | 0 | |
Total Fair Value | 3,713 | |
Short-term investments | $ 3,000 | |
Investments outstanding, maturity date range (in years) | 1 year | |
Long-term investments | $ 700 | |
Certificates of deposit | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 1 year | |
Certificates of deposit | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 2 years | |
Commercial and corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 38,590 | |
Gross Unrealized Gains | 105 | |
Gross Unrealized Losses | (3) | |
Total Fair Value | $ 38,692 | |
Commercial and corporate obligations | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 1 year | |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 106,826 | |
Gross Unrealized Gains | 343 | |
Gross Unrealized Losses | (10) | |
Total Fair Value | 107,159 | |
Short-term investments | 86,700 | |
Long-term investments | $ 20,400 | |
U.S. Treasury securities | Minimum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 1 year | |
U.S. Treasury securities | Maximum | ||
Debt Securities, Available-for-sale [Line Items] | ||
Investments outstanding, maturity date range (in years) | 2 years |
Fair Value Measurements and A_6
Fair Value Measurements and Available for Sale Investments - Schedule of Unrealized Loss and Fair Values in a Loss Position (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | $ 39,317 | $ 23,594 |
Less than 12 Months, Gross Unrealized Losses | (14) | (6) |
12 Months or Greater, Fair Value | 0 | 0 |
12 Months or Greater, Gross Unrealized Losses | 0 | 0 |
Fair Value | 39,317 | 23,594 |
Gross Unrealized Losses | (14) | (6) |
Agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 9,998 | |
Less than 12 Months, Gross Unrealized Losses | (1) | |
12 Months or Greater, Fair Value | 0 | |
12 Months or Greater, Gross Unrealized Losses | 0 | |
Fair Value | 9,998 | |
Gross Unrealized Losses | (1) | |
Commercial and corporate obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 4,096 | 5,986 |
Less than 12 Months, Gross Unrealized Losses | (3) | (4) |
12 Months or Greater, Fair Value | 0 | 0 |
12 Months or Greater, Gross Unrealized Losses | 0 | 0 |
Fair Value | 4,096 | 5,986 |
Gross Unrealized Losses | (3) | (4) |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Less than 12 Months, Fair Value | 25,223 | 17,608 |
Less than 12 Months, Gross Unrealized Losses | (10) | (2) |
12 Months or Greater, Fair Value | 0 | 0 |
12 Months or Greater, Gross Unrealized Losses | 0 | 0 |
Fair Value | 25,223 | 17,608 |
Gross Unrealized Losses | $ (10) | $ (2) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 27,346,228 | 27,255,000 |
Common stock, shares outstanding (in shares) | 27,346,228 | 27,255,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Stock Reserved for Future Issuance (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Issued and Outstanding: | ||
Stock options issued and outstanding (in shares) | 2,876,063 | 3,039,880 |
Common stock, shares reserved for issuance (in shares) | 6,913,830 | |
2017 Equity Incentive Plan | ||
Issued and Outstanding: | ||
Shares reserved for future award grants (in shares) | 3,040,085 | |
2017 Employee Stock Purchase Plan | ||
Issued and Outstanding: | ||
Shares reserved for future award grants (in shares) | 997,682 |
Equity Incentive Plans - Narrat
Equity Incentive Plans - Narrative (Details) - USD ($) $ in Millions | Jan. 01, 2020 | Jan. 01, 2018 | Jan. 26, 2017 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 24.8 | |||
Weighted average period remaining for amortization of unrecognized compensation cost (in years) | 3 years 10 days | |||
Options to purchase common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 4 years | |||
Award expiration period (in years) | 10 years | |||
Options to purchase common stock | Director Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period (in years) | 1 year | |||
Award expiration period (in years) | 10 years | |||
2017 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual increase in number of shares available for issuance | 4.00% | |||
Capital shares reserved for future issuance, increase (in shares) | 1,090,203 | |||
2017 Employee Stock Purchase Plan | Employee stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Annual increase in number of shares available for issuance | 1.00% | |||
Capital shares reserved for future issuance, increase (in shares) | 272,550 |
Equity Incentive Plans - Option
Equity Incentive Plans - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020 | |
Shares Subject to Options | |
Stock options outstanding, beginning balance (in shares) | 3,039,880 |
Granted (in shares) | 461,425 |
Exercises (in shares) | (91,146) |
Forfeitures and cancellations (in shares) | (534,096) |
Stock options outstanding, ending balance (in shares) | 2,876,063 |
Stock options exercisable, ending balance (in shares) | 1,355,530 |
Weighted-Average Exercise Price per Share | |
Stock options outstanding, beginning balance (in dollars per share) | $ 29.40 |
Granted (in dollars per share) | 18.30 |
Exercises (in dollars per share) | 4.06 |
Forfeitures and cancellations (in dollars per share) | 37.54 |
Stock options outstanding, ending balance (in dollars per share) | 26.91 |
Stock options exercisable, ending balance (in dollars per share) | $ 27.48 |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | |
Weighted average remaining contractual term, options outstanding (in years) | 7 years 5 months 19 days |
Weighted average remaining contractual term, options exercisable (in years) | 5 years 7 months 20 days |
Aggregate intrinsic value, options outstanding | $ 6,747 |
Aggregate intrinsic value, options exercisable | $ 6,365 |
Equity Incentive Plans - Opti_2
Equity Incentive Plans - Option Fair Value Assumptions (Details) - Options to purchase common stock - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.50% | 2.50% |
Expected volatility | 90.50% | 68.40% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (in years) | 6 years 3 months | 6 years 3 months |
Weighted average grant date fair value per share (in dollars per share) | $ 13.88 | $ 43.08 |
Equity Incentive Plans - Alloca
Equity Incentive Plans - Allocation of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 2,805 | $ 3,144 | $ 8,521 | $ 9,654 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | 926 | 1,580 | 3,030 | 4,469 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,879 | $ 1,564 | $ 5,491 | $ 5,185 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) ft² in Thousands, $ in Millions | May 04, 2020ft²$ / ft² | Sep. 30, 2020USD ($)renewal_optionlease |
Operating Leased Assets [Line Items] | ||
Non-cancellable office leases | lease | 2 | |
Operating lease, term of contract | 1 year | |
Weighted-average discount rate | 8.59% | |
Prepaid rent | $ 0.2 | |
Security deposit | $ 0.3 | |
One office lease | ||
Operating Leased Assets [Line Items] | ||
Number of one year renewal options | renewal_option | 3 | |
10770 Wateridge Circle, San Diego, California 92121 | ||
Operating Leased Assets [Line Items] | ||
Area of leased property (sqft) | ft² | 45 | |
Lease term | 124 months | |
Lease renewal term | 5 years | |
Lease termination term | 7 years | |
Monthly base rate (usd per sqft) | $ / ft² | 4.20 | |
Increase in annual rent | 3.00% |
Commitments and Contingencies_2
Commitments and Contingencies - Classification on the Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating ROU assets, Other long-term assets | $ 824 | $ 1,402 |
Operating lease liabilities, Other current liabilities | 851 | 871 |
Operating lease liabilities, Other long-term liabilities | $ 33 | $ 654 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent |
Commitments and Contingencies_3
Commitments and Contingencies - Costs Included in Cash Flow Statement (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 660 | $ 660 |
Cash paid for amounts included in the measurement of lease liabilities | $ 722 | $ 698 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Future Minimum Annual Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 247 |
2021 | 676 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total minimum payments required | 923 |
Less imputed interest | (39) |
Total | $ 884 |
Subsequent Event (Details)
Subsequent Event (Details) - Anti-PD-1 - TESARO - Amendment - USD ($) | Jan. 01, 2021 | Oct. 23, 2020 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||
Milestones achieved, amount | $ 1,100,000,000 | ||
Subsequent event | |||
Subsequent Event [Line Items] | |||
Percent of net sales below $1 billion | 8.00% | ||
Revenue Recognition, Multiple-deliverable Arrangements, Upfront Fee Receivable | $ 60,000,000 | ||
Subsequent event | Forecast | |||
Subsequent Event [Line Items] | |||
Royalty percent on net sales | 1.00% | ||
Subsequent event | Minimum | |||
Subsequent Event [Line Items] | |||
Percent of net sales above $1 billion | 12.00% | ||
Subsequent event | Maximum | |||
Subsequent Event [Line Items] | |||
Percent of net sales above $1 billion | 25.00% |