Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ADRO | ||
Entity Registrant Name | ADURO BIOTECH, INC. | ||
Entity Central Index Key | 1,435,049 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 79,709,275 | ||
Entity Public Float | $ 447,489,686 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 126,310 | $ 157,614 |
Short-term marketable securities | 140,129 | 168,489 |
Accounts receivable | 12,037 | 989 |
Income tax receivable | 17,495 | |
Prepaid expenses and other current assets | 4,500 | 5,544 |
Total current assets | 282,976 | 350,131 |
Long-term marketable securities | 11,434 | 23,614 |
Property and equipment, net | 29,157 | 31,085 |
Goodwill | 8,334 | 8,723 |
Intangible assets, net | 25,135 | 31,107 |
Restricted cash | 468 | 468 |
Total assets | 357,504 | 445,128 |
Current liabilities: | ||
Accounts payable | 1,457 | 1,150 |
Accrued clinical trial and manufacturing expenses | 2,542 | 5,898 |
Accrued expenses and other liabilities | 10,518 | 12,601 |
Contingent consideration | 6,829 | |
Deferred revenue | 16,000 | 14,923 |
Total current liabilities | 30,517 | 41,401 |
Deferred rent | 11,063 | 9,991 |
Contingent consideration | 998 | 759 |
Deferred revenue | 172,671 | 148,148 |
Deferred tax liabilities | 6,104 | 6,538 |
Other long-term liabilities | 840 | 818 |
Total liabilities | 222,193 | 207,655 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized at December 31, 2018 and 2017; and no shares issued and outstanding at December 31, 2018 and 2017 | ||
Common stock, $0.0001 par value; 300,000,000 shares authorized at December 31, 2018 and 2017; and 79,571,714 and 77,736,201 shares issued and outstanding at December 31, 2018 and 2017 | 8 | 8 |
Additional paid-in capital | 538,895 | 519,435 |
Accumulated other comprehensive income | 940 | 1,893 |
Accumulated deficit | (404,532) | (283,863) |
Total stockholders’ equity | 135,311 | 237,473 |
Total liabilities and stockholders’ equity | $ 357,504 | $ 445,128 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value per share | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 300,000,000 | 300,000,000 |
Common stock shares issued | 79,571,714 | 77,736,201 |
Common stock shares outstanding | 79,571,714 | 77,736,201 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue: | |||
Total revenue | $ 15,087 | $ 17,239 | $ 50,681 |
Operating expenses: | |||
Research and development | 75,836 | 89,382 | 87,718 |
General and administrative | 36,035 | 33,751 | 34,277 |
Loss on impairment of intangible assets | 3,992 | ||
Amortization of intangible assets | 584 | 559 | 549 |
Total operating expenses | 116,447 | 123,692 | 122,544 |
Loss from operations | (101,360) | (106,453) | (71,863) |
Interest income, net | 5,284 | 3,444 | 2,219 |
Other expense, net | (64) | (218) | (40) |
Loss before income tax | (96,140) | (103,227) | (69,684) |
Income tax benefit (provision) | 783 | 11,364 | (21,464) |
Net loss | $ (95,357) | $ (91,863) | $ (91,148) |
Net loss per common share, basic and diluted | $ (1.21) | $ (1.26) | $ (1.40) |
Shares used in computing net loss per common share, basic and diluted | 78,812,407 | 72,901,215 | 65,200,762 |
Collaboration and license revenue | |||
Revenue: | |||
Total revenue | $ 15,087 | $ 17,109 | $ 50,593 |
Grant revenue | |||
Revenue: | |||
Total revenue | $ 130 | $ 88 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (95,357) | $ (91,863) | $ (91,148) |
Other comprehensive (loss) income: | |||
Unrealized gain (loss) on marketable securities, net of tax of $0 | 121 | (155) | 40 |
Foreign currency translation adjustments, net of tax of $0 | (1,074) | 3,732 | (1,385) |
Comprehensive loss | $ (96,310) | $ (88,286) | $ (92,493) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Statement Of Income And Comprehensive Income [Abstract] | |
Unrealized (loss) gain on marketable securities, tax | $ 0 |
Foreign currency translation adjustment, tax | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Market Offering | Common Stock | Common StockMarket Offering | Additional Paid In Capital | Additional Paid In CapitalMarket Offering | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning balance at Dec. 31, 2015 | $ 261,622 | $ 6 | $ 362,807 | $ (339) | $ (100,852) | |||
Beginning balance, Shares at Dec. 31, 2015 | 63,587,833 | |||||||
Issuance of common stock upon exercise of stock options | 903 | 903 | ||||||
Issuance of common stock upon exercise of stock options, Shares | 873,735 | |||||||
Issuance of common stock upon exercise of warrants | 97 | 97 | ||||||
Issuance of common stock upon exercise of warrants, Shares | 831,513 | |||||||
Issuance of common stock under Employee Stock Purchase Plan | 835 | 835 | ||||||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 98,936 | |||||||
Issuance of common stock | $ 36,806 | $ 1 | $ 36,805 | |||||
Issuance of common stock (in shares) | 2,526,229 | |||||||
Stock-based compensation | 15,006 | 15,006 | ||||||
Excess tax benefit from stock-based compensation | 4,444 | 4,444 | ||||||
Other comprehensive income (loss) | (1,345) | (1,345) | ||||||
Net loss | (91,148) | (91,148) | ||||||
Ending balance at Dec. 31, 2016 | 227,220 | $ 7 | 420,897 | (1,684) | (192,000) | |||
Ending balance, Shares at Dec. 31, 2016 | 67,918,246 | |||||||
Issuance of common stock upon exercise of stock options | 2,304 | 2,304 | ||||||
Issuance of common stock upon exercise of stock options, Shares | 2,041,862 | |||||||
Issuance of common stock upon exercise of warrants | 40 | 40 | ||||||
Issuance of common stock upon exercise of warrants, Shares | 28,243 | |||||||
Issuance of common stock under Employee Stock Purchase Plan | 828 | 828 | ||||||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 103,562 | |||||||
Issuance of common stock | $ 78,991 | $ 1 | $ 78,990 | |||||
Issuance of common stock (in shares) | 7,494,438 | |||||||
Release of restricted stock units | 149,850 | |||||||
Stock-based compensation | 16,376 | 16,376 | ||||||
Other comprehensive income (loss) | 3,577 | 3,577 | ||||||
Net loss | (91,863) | (91,863) | ||||||
Ending balance at Dec. 31, 2017 | $ 237,473 | $ 8 | 519,435 | 1,893 | (283,863) | |||
Ending balance, Shares at Dec. 31, 2017 | 77,736,201 | 77,736,201 | ||||||
Issuance of common stock upon exercise of stock options | $ 1,457 | 1,457 | ||||||
Issuance of common stock upon exercise of stock options, Shares | 1,404,422 | 1,404,422 | ||||||
Issuance of common stock upon exercise of warrants, Shares | 3,317 | |||||||
Issuance of common stock under Employee Stock Purchase Plan | $ 529 | 529 | ||||||
Issuance of common stock under Employee Stock Purchase Plan, Shares | 111,321 | |||||||
Release of restricted stock units | 316,453 | |||||||
Stock-based compensation | 17,474 | 17,474 | ||||||
Other comprehensive income (loss) | (953) | (953) | ||||||
Cumulative effect of changes in accounting principles related to revenue recognition | (25,312) | (25,312) | ||||||
Net loss | (95,357) | (95,357) | ||||||
Ending balance at Dec. 31, 2018 | $ 135,311 | $ 8 | $ 538,895 | $ 940 | $ (404,532) | |||
Ending balance, Shares at Dec. 31, 2018 | 79,571,714 | 79,571,714 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | |||
Net loss | $ (95,357) | $ (91,863) | $ (91,148) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 4,369 | 3,426 | 2,003 |
Amortization of intangibles | 584 | 559 | 549 |
Accretion of discounts and amortization of premiums on marketable securities | (1,067) | 621 | 1,831 |
Stock-based compensation | 17,474 | 16,376 | 15,006 |
Excess tax benefit from stock-based compensation | (4,444) | ||
Loss from remeasurement of fair value of contingent consideration | 635 | 2,824 | 400 |
Impairment of intangible assets | 3,992 | ||
Loss on disposal of property and equipment | 27 | 9 | 15 |
Deferred income tax | (146) | 6,180 | (7,800) |
Changes in operating assets and liabilities: | |||
Payment of contingent consideration | (3,322) | ||
Accounts receivable | (11,048) | 149 | 3,708 |
Income tax receivable | 17,495 | (17,495) | |
Prepaid expenses and other assets | 1,006 | 1,535 | 3,487 |
Accounts payable | 533 | (1,206) | (2,851) |
Deferred revenue | 288 | (14,944) | (15,068) |
Accrued clinical trial and manufacturing expenses | (3,300) | 924 | (745) |
Accrued expenses and other liabilities | (922) | 4,049 | 8,981 |
Net cash used in operating activities | (68,759) | (88,856) | (86,076) |
Cash Flows from Investing Activities | |||
Purchase of marketable securities | (226,953) | (260,435) | (359,500) |
Proceeds from maturities of marketable securities | 268,684 | 354,530 | 351,322 |
Purchase of property and equipment | (2,365) | (5,154) | (23,887) |
Proceeds from sale of property and equipment | 41 | ||
Net cash provided by (used in) investing activities | 39,407 | 88,941 | (32,065) |
Cash Flows from Financing Activities | |||
Payment of contingent consideration | (3,481) | ||
Proceeds from issuance of common stock, net of offering costs | 78,991 | 36,806 | |
Excess tax benefit from stock-based compensation | 4,444 | ||
Proceeds from exercise of stock options and warrants | 1,457 | 2,235 | 1,000 |
Proceeds from employee stock purchase plan | 529 | 828 | 835 |
Net cash (used in) provided by financing activities | (1,495) | 82,054 | 43,085 |
Effect of exchange rate changes on cash | (457) | 543 | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (31,304) | 82,682 | (75,056) |
Cash, cash equivalents, and restricted cash at beginning of period | 158,082 | 75,400 | 150,456 |
Cash, cash equivalents, and restricted cash at end of period | 126,778 | 158,082 | 75,400 |
Supplemental Disclosure | |||
Cash paid for taxes | 1,106 | 22,400 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities | |||
Purchase of property and equipment in accounts payable and accrued liabilities | 331 | 2,790 | 447 |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | |||
Cash and cash equivalents | 126,310 | 157,614 | 74,932 |
Restricted cash | 468 | 468 | 468 |
Cash, cash equivalents, and restricted cash at end of period | $ 126,778 | $ 158,082 | $ 75,400 |
Organization and Nature of Busi
Organization and Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Nature of Business | 1. Organization and Nature of Business Aduro Biotech, Inc., and its wholly owned subsidiaries, or the Company, is an immunotherapy company focused on the discovery, development and commercialization of therapies that are designed to harness the body's natural immune system for the treatment of patients with challenging diseases, including cancer. The Company is located in Berkeley, California and its wholly-owned subsidiary, Aduro Biotech Holdings, Europe B.V., or Aduro Biotech Europe, is based in the Netherlands. The Company operates in one business segment. The Company believes its primary technologies related to the Stimulator of Interferon Genes (STING) and A Proliferation Inducing Ligand (APRIL) pathways have led to a strong pipeline of clinical candidates that are being investigated in cancer, autoimmune and inflammatory diseases. The Company’s product candidates are designed to stimulate and/or regulate innate and adaptive immune responses, particularly in combination with other novel immunotherapies. The Company is collaborating with a number of leading global pharmaceutical companies to help expand and drive our product pipeline. The Company’s strategy is to rapidly advance best-in-class therapies from its STING and APRIL technologies through clinical development and regulatory approval. |
Basis of Presentation, Use of E
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements | 2. Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include the accounts of Aduro Biotech, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, common stock and related warrants, income taxes and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from these estimates. Revenue Recognition The Company recognizes revenue when its customers obtain control of the promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Collaboration and license revenue The Company’s collaboration agreements may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees with the collaboration party. The terms of such agreements include payment to the Company of one or more of the following: nonrefundable upfront fees, payment for research and development services, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. The Company assesses whether the promises in these agreements are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation on development committees. The transaction price in each agreement is allocated to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. Judgment is required to determine SSP. In instances where SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs. Due to the early stage of the Company’s licensed technology, the license of such technology is typically combined with the research and development services and committee participation as one performance obligation. Revenue associated with nonrefundable upfront license fees where the license fees and research and development services cannot be accounted for as separate performance obligations is deferred and recognized as revenue over the expected period of performance using a cost-based input methodology. The Company utilizes judgment to assess the pattern of delivery of the performance obligation. At the inception of each agreement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price by using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation in the agreement based on relative SSP. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each such milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of purchase. At December 31, 2018 and 2017, cash and cash equivalents consisted of cash in bank deposits, money market funds held at financial institutions, commercial paper and U.S. government and agency securities. The recorded carrying amount of cash equivalents approximates their fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held at financial institutions in the United States and in the Netherlands. The Company is exposed to credit risk in the event of default by the financial institution to the extent that cash and cash equivalent balances recorded in the balance sheets are in excess of the amounts that are insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on its deposits since inception, and management believes that minimal credit risk exists with respect to these financial institutions. Accounts receivable consist of amounts due from various collaboration agreements and subtenants. The Company’s management believes these receivables are fully collectible. Property and Equipment Property and equipment is carried at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is calculated using the straight-line method. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The useful lives of the property and equipment are as follows: Lab equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 – 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. Business Combinations The Company accounts for acquisitions using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company's operating results from the date of acquisition. Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to acquired in-process research and development, or IPR&D, projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment on an annual basis or more frequently if the Company becomes aware of any events or changes that would indicate the fair values of the assets are below their carrying amounts. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized based on their respective estimated useful lives at that point in time. The Company recorded an impairment loss of $4.0 million related to IPR&D during the year ended December 31, 2018. No impairment of IPR&D has been recorded in prior years. The Company has not had an impairment of goodwill since inception. Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The Company has not recorded an impairment of long-lived assets since inception. Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials and contract manufacturing activities. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations. Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of salaries and benefits, lab supplies, contract and grant research costs, fees paid to consultants and third parties that conduct certain research and development activities on the Company’s behalf and allocations of facilities-related costs. Nonrefundable advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or the services are performed. Stock-Based Compensation The Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized over the requisite service period using the straight-line method and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures and revised, if necessary, in subsequent periods if actual forfeitures differ from the original estimates. Stock-based compensation expense for options granted to non-employees as consideration for services received is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, using the Black-Scholes option-pricing model, whichever can be more reliably measured. Stock-based compensation expense for options granted to non-employees is remeasured each period as the underlying options vest. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income taxes are classified as noncurrent. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The tax effects of the Company’s income tax positions are recognized only if determined “more likely than not” to be sustained based solely on the technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Foreign Currency Translation The impact of changes in foreign currency exchange rates resulting from the translation of foreign currency financial statements into U.S. dollars for financial reporting purposes is included in other comprehensive loss. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average rates for the period. Foreign currency transaction gains and losses are recorded as they are realized. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, Leases (Topic 842) (ASC 842), which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, the prospective transition method, which allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new standard on January 1, 2019 using the prospective transition method. In preparation for adoption of the standard, the Company engaged a third-party service provider to assist it with the evaluation. The Company has identified all leases and reviewed the leases to determine the impact of ASC 842 on its consolidated financial statements. The Company has elected to apply all of the practical expedients as a package, which include not reassessing (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. Based on the Company’s assessment, the Company has concluded that the adoption of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of ASC 842 on its financial statements and disclosures. The Company does not expect the adoption of ASU 2016-02, as amended, to have a material impact on its consolidated statements of operations or consolidated statements of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. The standard is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for all periods beginning after December 15, 2018. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220). The standard update allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the ASU 2018-02 eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period for reporting periods for which financial statements have not yet been issued. The new standard should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 – Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Shared-Based Payment Accounting. The standard update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The standard eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. The new standard is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted upon issuance of this ASU. Entities making this election to early adopt are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of the new disclosure requirements until their effective date. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “ Disclosure Update and Simplification Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU as well as its related amendments affect any entity that either enters into contracts with customers to transfer goods and services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company adopted this standard on January 1, 2018 using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of its accumulated deficit. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. As a result, the Company changed its accounting policy for revenue recognition, and the details of the significant changes and quantitative impact of the changes are disclosed below. Milestone payments – under the milestone method ASC 605-28, payments that were contingent upon the achievement of a substantive milestone were recognized entirely as revenue in the period in which the milestone was achieved. To the extent that non-substantive milestones were achieved and the Company had remaining performance obligations, milestones were deferred and recognized as revenue over the estimated remaining period of performance. If there were no remaining performance obligations, the revenue from non-substantive milestones was recognized in the period it was earned. The milestone method no longer exists under the new revenue standard. The revenue from the milestone payments must be estimated using either the expected value method or the most likely amount method. Revenue that is not probable of significant reversal of cumulative revenue is included in the transaction price. Therefore, substantive milestones that were recognized when achieved under the legacy revenue guidance will be recognized as revenue over the performance period under the new standard with a cumulative catch-up recorded for the portion associated with the performance to date. Pattern of revenue recognition – the Company recognized revenue from performance obligations delivered over time, such as licenses combined with research and development services and participation on development committees, on a straight-line basis over the period of performance under the legacy revenue guidance. The new standard allows entities to use either an input method or an output method to measure progress toward complete satisfaction of a performance obligation. For contracts in progress at the adoption date of the new standard the Company determined that the input method of measuring costs incurred to date compared to total estimated costs to be incurred under the contract most accurately depicts its performance. The change in the pattern of revenue recognition upon adoption of Topic 606 for milestone payments and performance obligations delivered over time resulted in an increase in the balance of deferred revenue and an increase in the accumulated deficit balance of $25.3 million on January 1, 2018. The following table summarizes the impact of adopting Topic 606 on select condensed consolidated balance sheet line items (in thousands): December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Liabilities Deferred revenue $ 16,000 $ 2,815 $ 18,815 Deferred revenue – noncurrent 172,671 (31,338 ) 141,333 Stockholders’ Equity Accumulated deficit (404,532 ) 28,523 (376,009 ) The following table summarizes the impact of adopting Topic 606 on select condensed consolidated statement of operations line items (in thousands, except per share data): Year Ended December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Collaboration and license revenue $ 15,087 $ 3,211 $ 18,298 Total revenue 15,087 3,211 18,298 Loss from operations (101,360 ) 3,211 (98,149 ) Net loss (95,357 ) 3,211 (92,146 ) Net loss per share, basic and diluted (1.21 ) 0.04 (1.17 ) The following table summarizes the impact of adopting Topic 606 on audited condensed consolidated statement of cash flows line items (in thousands): Year Ended December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Cash flows from operating activities Net loss $ (95,357 ) $ 3,211 $ (92,146 ) Changes in operating assets and liabilities: Deferred revenue 288 (3,211 ) (2,923 ) In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. In February 2018, the FASB issued ASU No. 2018-03 which provides additional clarification and implementation guidance on the previously issued ASU No. 2016-01. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. The Company adopted this standard on January 1, 2018, and the adoption of the standard did not have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 identifies how certain cash receipts and cash payments are presented and classified in the Statement of Cash Flows. The standard is effective for fiscal years and interim periods beginning after December 15, 2017. The standard should be applied retrospectively and early adoption is permitted, including adoption in an interim period. The Company adopted this standard on January 1, 2018, and the adoption of the standard did not have a material impact on its consolidated statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 requires that the statement of cash flows explains the change during the period in the total cash, cash equivalents, and restricted cash. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. This standard should be applied retrospectively and early adoption is permitted, including adoption in an interim period. The Company adopted this standard on January 1, 2018 utilizing the required retrospective transition method and changed the presentation and classification of restricted cash in its consolidated statement of cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides clarity and reduces the complexity of applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018, and the adoption of the standard did not have a material impact on its consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which included amendments to expand income tax accounting and disclosure guidance pursuant to SEC Staff Accounting Bulletin No. 118, or SAB 118, issued by the SEC in December 2017. SAB 118 provides guidance on accounting for the income tax effects of the Tax Reform Act. The Company adopted this standard on January 1, 2018. Refer to Note 12 for more information and disclosures related to this amended guidance. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808). The standard clarifies the interaction between Topic 808, Collaborative Arrangements, and Topic 606, Revenue from Contracts with Customers. The standard requires transactions in collaborative arrangements to be accounted for under Topic 606 if the counter-party is a customer for a good or service (or bundle of goods and services) that is a distinct unit of account. The standard also precludes entities from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The standard is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for entities that have already adopted Topic 606 or do so concurrently with the adoption of this standard. The Company early adopted this standard in the fourth quarter of 2018 and the adoption of the standard did not have an impact on its consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The carrying amounts of certain of the Company’s financial instruments, including cash equivalents, accounts receivable and accounts payable approximate their fair values due to their short maturities. Assets and liabilities recorded at fair value on a recurring basis in the balance sheets, as well as assets and liabilities measured at fair value on a non-recurring basis or disclosed at fair value, are categorized based upon the level of judgment associated with inputs used to measure their fair values. The accounting guidance for fair value provides a framework for measuring fair value, and requires certain disclosures about how fair value is determined. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance also establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is briefly summarized as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; 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 significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The Company’s cash equivalents, which include money market funds, are classified as Level 1 because they are valued using quoted market prices. The Company’s marketable securities consist of available-for-sale securities and are generally classified as Level 2 because their value is based on valuations using significant inputs derived from or corroborated by observable market data. In certain cases where there is limited activity or less transparency around the inputs to valuation, securities are classified as Level 3. Level 3 liabilities consist of contingent consideration liability. The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 22,082 $ — $ — $ 22,082 U.S. government and agency securities — 59,001 — 59,001 Corporate debt securities — 70,964 — 70,964 Commercial paper — 89,702 — 89,702 Total $ 22,082 $ 219,667 $ — $ 241,749 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 998 $ 998 Total $ — $ — $ 998 $ 998 December 31, 2017 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 86,461 $ — $ — $ 86,461 U.S. government and agency securities — 108,076 — 108,076 Corporate debt securities — 58,496 — 58,496 Commercial paper — 74,011 — 74,011 Total $ 86,461 $ 240,583 $ — $ 327,044 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 7,588 $ 7,588 Total $ — $ — $ 7,588 $ 7,588 The acquisition-date fair value of the contingent consideration liability represents the future consideration that is contingent upon the achievement of specified development milestones for a product candidate. The fair value of the contingent consideration is based on the Company’s probability-weighted discounted cash flow assessment that considers probability and timing of future payments. The fair value measurement is based on significant Level 3 inputs such as anticipated timelines and probability of achieving development milestones. Changes in the fair value of the liability for contingent consideration, except for the impact of foreign currency, will be recognized in the consolidated statement of operations until settlement. In the third quarter of 2018, the Company received regulatory authorization to conduct clinical studies for a specified antibody product candidate, which triggered payment of contingent consideration. A total of $6.8 million was paid to the former shareholders of BioNovion Holding B.V. under the terms of the 2015 share sale agreement pursuant to which the Company acquired BioNovion. The Company did not have any financial assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2018 and 2017. During the years ended December 31, 2018 and 2017, there were no transfers between the fair value measurement category levels. The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Contingent Consideration Balance at December 31, 2016 $ 4,032 Net increase in fair value upon revaluation 2,824 Foreign currency impact 732 Balance at December 31, 2017 7,588 Net increase in fair value upon revaluation 635 Payment of contingent consideration (6,803 ) Foreign currency impact (422 ) Balance at December 31, 2018 $ 998 The following tables summarize the estimated value of the Company’s cash equivalents and marketable securities and the gross unrealized holding gains and losses (in thousands): December 31, 2018 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 36,124 $ — $ — $ 36,124 Money market funds 22,082 — — 22,082 Commercial paper 62,413 — — 62,413 Corporate debt securities 5,694 — (3 ) 5,691 Total cash and cash equivalents $ 126,313 $ — $ (3 ) $ 126,310 Marketable securities: U.S. government and agency securities $ 59,127 $ 16 $ (142 ) $ 59,001 Corporate debt securities 65,319 3 (49 ) 65,273 Commercial paper 27,289 — — 27,289 Total marketable securities $ 151,735 $ 19 $ (191 ) $ 151,563 December 31, 2017 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 22,673 $ — $ — $ 22,673 Money market funds 86,461 — — 86,461 Commercial paper 48,480 — — 48,480 Total cash and cash equivalents $ 157,614 $ — $ — $ 157,614 Marketable securities: U.S. government and agency securities $ 108,317 $ — $ (241 ) $ 108,076 Corporate debt securities 58,551 1 (56 ) 58,496 Commercial paper 25,531 — — 25,531 Total marketable securities $ 192,399 $ 1 $ (297 ) $ 192,103 The amortized cost and estimated fair value of the Company’s available-for-sale marketable securities by contractual maturity are summarized below as of December 31, 2018 (in thousands): Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Mature in one year or less $ 140,316 $ 3 $ (190 ) $ 140,129 Mature after one year through two years 11,419 16 (1 ) $ 11,434 Total available-for-sale marketable securities $ 151,735 $ 19 $ (191 ) $ 151,563 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2018 2017 Leasehold improvements $ 26,961 $ 27,102 Lab equipment 8,281 7,243 Computer and office equipment 2,292 2,016 Furniture and fixtures 1,560 1,767 Construction in progress 1,458 54 Total property and equipment 40,552 38,182 Less: accumulated depreciation (11,395 ) (7,097 ) Property and equipment, net $ 29,157 $ 31,085 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $4.4 million, $3.4 million, and $2.0 million, respectively. Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2018 2017 Compensation and related benefits $ 4,619 $ 5,320 Professional and consulting services 2,185 1,586 Accrued research expense 1,859 1,763 Deferred rent 653 434 Accrued property and equipment 101 2,790 Other 1,101 708 Total accrued expenses and other liabilities $ 10,518 $ 12,601 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill The gross carrying amount of goodwill was as follows (in thousands): Balance at December 31, 2016 $ 7,658 Foreign currency translation adjustment 1,065 Balance at December 31, 2017 8,723 Foreign currency translation adjustment (389 ) Balance at December 31, 2018 $ 8,334 Intangible assets The gross carrying amounts and net book value of intangible assets were as follows (in thousands): December 31, 2018 Gross Amount Impairment (1) Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 11,318 — $ 1,792 $ 9,526 Total intangible assets with finite lives 11,318 — 1,792 9,526 Acquired IPR&D assets 19,626 4,017 — 15,609 Total intangible assets $ 30,944 $ 4,017 $ 1,792 $ 25,135 December 31, 2017 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 11,847 $ 1,283 $ 10,564 Total intangible assets with finite lives 11,847 1,283 10,564 Acquired IPR&D assets 20,543 — 20,543 Total intangible assets $ 32,390 $ 1,283 $ 31,107 (1) The amount includes effects of foreign currency exchange rates. Intangible assets are carried at cost less accumulated amortization and impairment. Amortization is over a period of 20 years and the amortization expense is recorded in operating expenses. The decrease in the gross carrying amount of intangible assets as of December 31, 2018 compared to December 31, 2017 was due to a writedown of $4.0 million driven by the Company’s decision to discontinue one of its acquired early research programs resulting in impairment of the acquired IPR&D asset. Amortization expense was $584,000, $559,000, and $549,000 for the years ended December 31, 2018, 2017, and 2016, respectively. Based on finite-lived intangible assets recorded as of December 31, 2018, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2019 $ 566 2020 566 2021 566 2022 566 2023 566 |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaboration Agreements | 6. Collaboration Agreements Novartis Agreement I n March 2015, the Company entered into a collaboration and license agreement with Novartis Pharmaceuticals Corporation, or Novartis, pursuant to which the Company is collaborating worldwide with Novartis regarding the development and potential commercialization of product candidates containing an agonist of the molecular target known as STING in the field of oncology, including immuno-oncology and cancer vaccines. Under this agreement, or the Novartis Agreement, the Company granted Novartis a co-exclusive license to develop such products worldwide, an exclusive license to commercialize such products outside the United States and a non-exclusive license to support the Company in commercializing such products in the United States if it requests such support. The collaboration is guided by a joint steering committee with each party having final decision making authority regarding specified areas of development or commercialization. Under the Novartis Agreement, the Company received an upfront payment of $200.0 million in April 2015. During the second quarter of 2016, the Company earned a $35.0 million development milestone upon initiation of a Phase 1 trial for the first STING product candidate, ADU-S100, and recognized the payment as revenue in the period. The Company is also eligible to receive up to an additional $215.0 million in development milestones and up to an additional $250.0 million in regulatory approval milestones. The Company is responsible for 38% of the joint development costs worldwide and Novartis is responsible for the remaining 62% of the joint development costs worldwide. The Company will also receive 50% of gross profits on sales of any products commercialized pursuant to this collaboration in the United States and 45% of gross profits for specified European countries and Japan. For each of these profit share countries, each party will be responsible for its respective commercial sharing percentage of all joint commercialization costs incurred in that country. For all other countries where the Company is not sharing profits, Novartis will be responsible for all commercialization costs and will pay the Company a royalty in the mid-teens on all net sales of product sold by Novartis, its affiliates and sublicensees, with such percentage subject to reduction post patent and data exclusivity expiration and subject to reduction, capped at a specified percentage, for royalties payable to third party licensors. Novartis’ royalty obligation will run on a country-by-country basis until the later of expiration of the last valid claim covering the product, expiration of data exclusivity for the product or 12 years after first commercial sale of the product in such country. With respect to the United States, specified European countries and/or Japan, the Company may elect for such region to either reduce by 50% or to eliminate in full the Company’s development and commercialization cost sharing obligation. If the Company elects to reduce its cost sharing percentage by 50% in any such region, then its profit share in such region will also be reduced by 50%. If the Company elects to eliminate its development cost sharing obligation, then such region will be removed from the profit share, and instead Novartis will owe the Company royalties on any net sales of product for such region, as described above. For revenue recognition purposes, the Company determined that the duration of the contract begins on the effective date in March 2015 and ends upon receipt of regulatory approval, estimated to occur in 2028. The Company’s performance period commenced in May 2015. The transaction price consists of the $200.0 million upfront fee, a $35.0 million milestone payment received in the second quarter of 2016 upon commencement of a Phase 1 study, and $1.3 million in reimbursement of research and development costs through December 31, 2018. The Company determined that the remaining potential milestone payments are probable of significant reversal of cumulative revenue as their achievement is highly dependent on the successful completion of Phase 1 studies. Therefore, these payments are not included in the transaction price. Any consideration related to sales-based royalties and profit-sharing payments will be recognized when the related sales occur as they were determined to relate predominantly to the license granted to Novartis and have been excluded from the transaction price. The transaction price of $236.3 million is allocated to one combined performance obligation. The Company will re-evaluate the transaction price in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The Company concluded that it will utilize a cost-based input method to measure its progress toward completion of its performance obligation and to calculate the corresponding amount of revenue to recognize each period. The Company believes this is the best measure of progress because other measures do not reflect how the Company transfers its performance obligation to Novartis. In applying the cost-based input method of revenue recognition, the Company uses actual clinical study enrollment figures as well as actual costs incurred relative to budgeted costs expected to be incurred for the combined performance obligation. These costs consist primarily of internal full-time equivalent effort and third-party contract costs relative to the level of patient enrollment in the study. Revenue will be recognized based on the level of costs incurred relative to the total budgeted costs for the performance obligations. A cost-based input method of revenue recognition requires management to make estimates of costs to complete the Company's performance obligation. In making such estimates, significant judgment is required to evaluate assumptions related to cost estimates. The cumulative effect of revisions to estimated costs to complete the Company's performance obligation will be recorded in the period in which changes are identified and amounts can be reasonably estimated. A significant change in these assumptions and estimates could have a material impact on the timing and amount of revenue recognized in future periods. Cost-sharing payments from Novartis are included in the transaction price and subject to the cost-based input method to determine the amount to be recognized in license and collaboration revenue in the Company’s consolidated statements of operations, while cost-sharing payments to Novartis are accounted for as research and development expenses in the Company’s consolidated statements of operations. If the Company recognizes revenue from the sale of any products commercialized pursuant to this collaboration in the United States, it will retain 50% of the gross profits from such sales, and will pay the remaining 50% of the gross profits to Novartis. The Company will receive from Novartis 45% of gross profits for specified European countries and Japan from the sale of any products commercialized pursuant to this collaboration in such countries. Profit sharing payments made to or received from Novartis will be aggregated by product by territory and reported as expenses or revenues, as applicable. For the years ended December 31, 2018, 2017, and 2016, the Company recognized revenue from its collaboration with Novartis totaling $11.9 million, $14.9 million and $14.8 million, respectively. The remaining balance of the upfront fee of $176.7 million and $163.0 million is included in deferred revenue at December 31, 2018 and 2017, respectively. Lilly Agreement On December 18, 2018, the Company entered into a research collaboration and exclusive license agreement, or the Lilly Agreement, with Lilly for its cGAS-STING Pathway Inhibitor program for the research and development of novel immunotherapies for autoimmune and other inflammatory diseases. Pursuant to the Lilly Agreement, the Company granted an exclusive and worldwide license under certain intellectual property rights controlled by the Company to research, develop, manufacture and commercialize certain cGAS-STING products for the treatment of autoimmune and other inflammatory diseases. The license granted is sublicensable during a specified time period. Under the terms of the Lilly Agreement, the Company received an upfront payment of $12.0 million in the first quarter of 2019. This upfront payment was recognized as deferred revenue in 2018 as the performance obligations under the Lilly Agreement did not commence until January 2019. The Company will also be eligible for development and commercial milestones of up to approximately $620.0 million per product. Lilly is also obligated to pay the Company tiered royalty payments at percentages in the single to low-double digits based on annual net sales of the licensed products. Lilly must pay such royalties on a product-by-product and country-by-country basis until the latest to occur of (i) the expiration of the last-to-expire valid claim of certain patents, (ii) the expiration of the data exclusivity period in such country or (iii) a specified anniversary of the first commercial sale of such product in such country. The Company will be reimbursed for up to a certain amount of research funding spent during the research term. In addition, the Company has the option to co-fund the clinical development of each product in exchange for an increase in royalty payments and a reduction in certain milestone payments to the extent relevant to such co-funded product. Lilly will be responsible for all costs of global commercialization. Merck License Agreement In connection with the acquisition of Aduro Biotech Europe in October 2015, the Company became party to an agreement with Merck Sharp & Dohme Corp., or Merck. The agreement sets forth the parties’ respective obligations for development, commercialization, regulatory and manufacturing and supply activities for antibody product candidates. The Company identified the following promises under the agreement: 1) the license, 2) the obligation to provide research activities and 3) the obligation to participate on a Joint Research Committee. The Company determined that the promises were not distinct which resulted in them being combined into one performance obligation. The Company completed its performance obligation under the agreement by the end of 2016. The Company received a milestone payment of $2.0 million in 2017 for the initiation of a GLP toxicology study and $3.0 million in the first quarter of 2018 for the initiation of a Phase 1 trial for the anti-CD27 antibody. Both payments were recognized in revenue when received as the Company had no remaining performance obligation. The Company is eligible to receive future contingent payments, including up to $307.0 million in potential development milestone payments, and up to $135.0 million in commercial and net sales milestones for a product candidate. In addition, the Company is eligible to receive royalties in the mid-single digits to low teens based on net sales of the product. Future milestone payments and royalties will be recognized when earned as the Company has no remaining performance obligations under this agreement. Janssen ADU-214, ADU-741 and GVAX Prostate Agreements On September 25, 2018, the Company received written notices of termination from Janssen Biotech, Inc., or Janssen, for its Research and License Agreements pertaining to the Company’s proprietary attenuated strains of Listeria for treatment of lung and prostate cancers. Specifically, Janssen delivered notice for the following agreements, or the Janssen Agreements: (i) the Research and License Agreement, dated as of October 13, 2014, as amended by the Amendment to Research and License Agreements, dated as of November 11, 2015, or the Amendment; (ii) the Research and License Agreement, dated as of May 27, 2014, as amended by the Amendment; and (iii) the GVAX Prostate License Agreement, dated as of May 27, 2014. The terminations were effective December 24, 2018. Under the terms of the Janssen Agreements, the Company granted Janssen an exclusive, worldwide license to research, develop, manufacture, use, sell and otherwise exploit products containing ADU-214, ADU-741 and GVAX Prostate for any and all uses. The Company also granted Janssen exclusive rights to develop products utilizing our proprietary attenuated strains of Listeria for treatment of lung and prostate cancers. The Company previously received upfront license fees of $42.5 million and milestone payments of $31.0 million upon completion of various development activities and were eligible to receive future contingent payments based on development, regulatory and commercial milestones as well as royalties on any net sales of licensed products by Janssen under each of the Janssen Agreements. Pursuant to the terms of the Janssen Agreements, upon Janssen’s termination, the Company regained worldwide rights for the development and commercialization of products containing ADU-214, ADU-741 and GVAX Prostate for any and all uses. In addition, Janssen will have certain obligations as set forth in the Janssen Agreements, including (i) immediately ceasing its use of any of the Company’s intellectual property and (ii) promptly returning or destroying any materials related to the development or manufacturing of the products containing ADU-214, ADU-741 and GVAX Prostate. |
Research and Development and Li
Research and Development and License Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Research And Development And License Agreements [Abstract] | |
Research and Development and License Agreements | 7. Research and Development and License Agreements For the years ended December 31, 2018, 2017 and 2016, respectively, the Company recorded $800,000, $800,000 and $8.1 million in upfront payments, milestone payments and sublicensing fees from its research and development and license agreements described below. STING Pathway License Agreements Karagen Agreement In June 2012, the Company entered into a license agreement with Karagen Pharmaceuticals, Inc., or Karagen, pursuant to which Karagen granted the Company an exclusive, worldwide, sublicenseable license under certain patents and know-how related to STING Activators to make, develop, use and commercialize products for use in the therapeutic and/or prophylactic treatment of cancer or precancerous conditions and a non-exclusive license to such patents and know-how to make, develop, use, and commercialize products in all other fields of use. Under the agreement, or the Karagen Agreement, the Company was also granted an option to designate a particular disease or condition to be added to the field of use under its exclusive license. Under the Karagen Agreement, the Company is obligated to use commercially reasonable efforts to develop and commercialize licensed products in the United States and the European Union. Under the Karagen Agreement, the Company is required to make milestone payments up to $900,000, in aggregate, upon its achievement of specified development and regulatory milestones as well as royalty payments based on net sales of products by the Company and by its affiliates and sublicensees at rates ranging in the low single-digit percentages, determined by whether the disease field is an exclusive or non-exclusive disease field, subject to minimum annual royalties and standard reductions. In addition, the Company is required to pay Karagen a percentage of consideration received from any sublicensing arrangements ranging from the mid-single digits to the mid-teen digits, determined by the current stage of development of the relevant licensed product at the time of the sublicense grant, or by whether the Company has exercised its option to add a designated field of use to its exclusive license, as applicable. The Karagen Agreement will expire, on a country-by-country basis, upon the expiration of the last-to- expire valid claim within the licensed patent rights. Either party may terminate the Karagen Agreement upon 90 days’ advance written notice in the event of the other party’s material breach that is not cured within such 90-day period, and immediately upon notice in the event of the other party’s bankruptcy or insolvency. Additionally, the Company may terminate the Karagen Agreement at will upon 90 days’ advance written notice to Karagen. UCB Vance Agreement In September 2014, the Company entered into a license agreement with University of California on behalf of its Berkeley campus, or UCB Under the UCB Vance Agreement, the Company is required to make future milestone payments totaling up to $1.8 million upon achievement of certain development and regulatory milestones. Under the UCB Vance Agreement, the Company is also obligated to pay UCB royalties based on net sales of licensed products by the Company and its sublicensees at a rate in the low single-digit percentages, subject to minimum annual royalties and a percentage of certain of the Company’s sublicensing revenues ranging from the low-single digits to the low thirties, determined by the current stage of development of the relevant licensed product at the time the sublicense is granted. The UCB Vance Agreement will continue in effect until the expiration of the last-to-expire valid claim within the licensed patent rights. UCB may terminate the agreement upon 90 days’ advance written notice in the event of the Company’s material breach that is not cured within such 90 day period. The Company may terminate the agreement at will upon 90 days’ advance written notice. Memorial Sloan Kettering Cancer Center Agreement In December 2014, the Company entered into a license agreement with Memorial Sloan Kettering Cancer Center, or MSK, The Rockefeller University, Rutgers, The University of New Jersey, and University of Bonn, collectively the Licensors, granting the Company an exclusive, worldwide, sublicensable license to certain patent rights related to STING Activators and a non-exclusive, worldwide, sublicensable license under specified know-how, in each case to develop, make, have made, use, have used, import, sell, and otherwise commercialize licensed products for use in therapeutic and/or prophylactic treatments in humans. Under this agreement, or the MSK Agreement, the Company is obligated to use commercially reasonable efforts to develop and commercialize a licensed product, including achieving specified development and regulatory milestones by specified dates. In May and October 2016, the parties amended the license to further expand its scope, which now covers all products covered by the licensed intellectual property. Under the MSK Agreement, the Company paid MSK upfront fees of $50,000 in January 2015 and an additional $2.0 million in connection with the second amendment to the MSK Agreement in October 2016. Under the terms of the amended MSK Agreement the Company is required to pay MSK development and regulatory milestone payments totaling up to $875,000 for each licensed product and commercialization milestone payments totaling up to $4.5 million for each licensed product, subject to a cap of $4.5 million per licensed product. The Company is also required to pay MSK royalties based on net sales of licensed products by Aduro and its sublicensees at a rate ranging in the low single digits depending on whether the licensed product is covered by a valid claim of the licensed patents, subject to minimum annual royalties. The Company’s royalty obligation to MSK continues on a country-by-country basis until the later of the expiration of the last patent right covering the licensed product in such country or 10 years from the first commercial sale in such country. The Company is also obligated to pay MSK a percentage of certain consideration received for the grant of sublicenses, ranging from ten to the mid-twenties. The MSK Agreement will continue in effect until the expiration of the Company’s royalty obligations. Either party may terminate the MSK Agreement upon the other party’s uncured material breach that is not cured within 90 days after the breaching party receives notice of such breach. Additionally, the Licensors may terminate the MSK Agreement for our bankruptcy or insolvency or if the Company fails to pay any undisputed amounts owed under the agreement and does not cure such failure within 30 days after receiving notice of such failure. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Leases The Company moved into its corporate office and laboratory facility located in Berkeley, California in August 2016. The Company leases approximately 110,853 square feet pursuant to an office/laboratory lease that was entered into in September 2015, or the Heinz Lease. The Company began incurring rent expense when the landlord delivered possession of the facility to the Company in March 2016. The Heinz Lease has an initial term of approximately thirteen and a half years expiring on December 31, 2029. The Company has the right to further extend the Heinz Lease term for up to two renewal terms of five years each, provided that the rental rate would be subject to market adjustment at the beginning of each renewal term. The Company is subleasing approximately 30,885 square feet in its Heinz facilities under subleases that expire on or before December 31, 2020. The Company continued to lease its former office and research and development facility comprised of 25,000 square feet in Berkeley, California, under a non-cancelable operating lease, or the Bancroft Lease, through December 31, 2018. The Company subleased the Bancroft facility in 2018. The term of the Bancroft Lease expired on December 31, 2018. During 2016, the Company established a letter of credit with Bank of America Merrill Lynch as security for the Heinz Lease in the amount of $468,000. The letter of credit is collateralized by a certificate of deposit for $468,000 which has been included in restricted cash in the consolidated balance sheets as of December 31, 2018 and 2017. The Company also leases a research and development facility in Oss, the Netherlands, for employees of Aduro Biotech Europe. The term of the Oss lease has been extended through December 2020, with a one-year renewal option. The Company believes that its existing facilities are adequate to meet its current needs, and that suitable additional alternative spaces will be available in the future on commercially reasonable terms. Rent expense was $5.8 million, $5.3 million and $3.9 million for the years ended December 31, 2018, 2017 and 2016, respectively. Under the terms of the lease agreements, the Company is also responsible for certain insurance, property tax and maintenance expenses. Future minimum payments under the leases at December 31, 2018 are as follows (in thousands): Year ending December 31, Amounts 2019 $ 5,519 2020 5,669 2021 5,332 2022 5,460 2023 5,570 Thereafter 35,836 Total $ 63,386 Indemnifications In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend an indemnified party for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. The Company has never incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. The Company has also entered into indemnification agreements with its directors and officers that may require the Company to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by Delaware corporate law. The Company currently has directors’ and officers’ insurance. Legal The Company is not party to any material legal proceedings at this time. From time to time, the Company may become involved in various legal proceedings that arise in the ordinary course of its business. Other Commitments The Company has various manufacturing, clinical, research and other contracts with vendors in the conduct of the normal course of its business. All contracts are terminable, with varying provisions regarding termination. If a contract with a specific vendor were to be terminated, the Company would only be obligated for the products or services that the Company had received at the time the termination became effective as well as non-cancelable and non-refundable obligations, including payment obligations for costs or expenses incurred by the vendor for products or services before the termination became effective. In the case of terminating a clinical trial agreement at a particular site, the Company would also be obligated to provide continued support for appropriate medical procedures at that site until completion or termination. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Common Stock | 9. Common Stock The Company had reserved shares of common stock for future issuance as follows: December 31, 2018 Options issued and outstanding 8,986,010 Shares available for future stock option grants 7,255,050 Restricted stock units 1,600,218 Common stock warrants 64,909 Total 17,906,187 At-the-Market Sales Agreement In May 2016, the Company entered into an “at-the-market” sales agreement, or the 2016 Sales Agreement, with Cowen and Company, LLC, or Cowen, for the offer and sale of shares of its common stock having an aggregate offering of up to $100.0 million from time to time through The issuance and sale of these shares by the Company pursuant to the 2016 Sales Agreement were deemed an “at-the-market” offering under the Securities Act of 1933, as amended. Under the 2016 Sales Agreement, the Company agreed to pay Cowen a commission of up to 3% of the gross proceeds of any sales made pursuant to the Sales Agreement. During the year ended December 31, 2017, the Company received net proceeds of $60.5 million after deducting commissions and expenses payable by the Company, from the sale of 5,823,789 shares of common stock pursuant to the 2016 Sales Agreement. Since the inception of the 2016 Sales Agreement through December 31, 2017, the Company sold a total of 8,350,018 shares and received net total proceeds of $97.3 million. As of December 31, 2017, there were no amounts remaining for future sales under the 2016 Sales Agreement. In August 2017, the Company entered into a subsequent “at-the-market” sales agreement, as amended in February 2019, or the 2017 Sales Agreement, with Cowen, through which the Company may offer and sell shares of its common stock having an aggregate offering of up to $100.0 million through Cowen, as the Company’s sales agent. Similar to the 2016 Sales Agreement, the Company will pay Cowen a commission of up to 3% of the gross proceeds of sales made through the arrangement. During the year ended December 31, 2017, the Company received net proceeds of $18.5 million, after deducting commissions and expenses payable by the Company, from the sale of 1,670,649 shares of common stock pursuant to the 2017 Sales Agreement. There were no sales of shares of common stock pursuant to the 2017 Sales Agreement during the year ended December 31, 2018. As of December 31, 2018, the Company had an aggregate of $81.5 million remaining for future sales under the 2017 Sales Agreement, subject to the continued effectiveness of its shelf registration statement on Form S-3 (Registration No. 333-219639) or an effective replacement shelf registration statement. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | 10. Warrants The Company had issued and outstanding warrants as follows: Warrants Outstanding Exercise December 2018 December 2017 Issuance Date Price per Share Terms (Years) Type of Security: Common — 1,152 November 2008 $ 34.73 10.0 Common 720 720 January 2009 $ 34.73 10.8 Common 288 288 February $ 34.73 10.0 Common 360 360 March 2009 $ 34.73 10.0 Common 144 144 April 2009 $ 34.73 10.0 Common 13,235 13,235 July 2009 $ 1.89 10.0 Common 2,400 2,400 April 2011 $ 1.88 10.0 Common 19,867 19,867 April 2011 $ 0.01 10.0 Common 6,031 6,031 October 2011 $ 0.01 9.5 Common 19,078 22,395 September 2013 $ 0.02 10.0 Common 2,786 2,786 December 2013 $ 0.02 10.0 Total 64,909 69,378 |
Equity Incentive Plans
Equity Incentive Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | 11. Equity Incentive Plans 2015 Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Equity Incentive Plan, or the 2015 Plan, which became effective upon the IPO and provides for the granting of incentive stock options, nonstatutory stock options and other forms of stock awards to its employees, directors and consultants. The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. The 2015 Plan is administered by the board of directors or a committee appointed by the board of directors, which determines the types of awards to be granted, including the number of shares subject to the awards, the exercise price and the vesting schedule. The exercise price of incentive stock options and nonqualified stock options will be no less than 100% of the fair value per share of the Company’s common stock on the date of grant. If an individual owns capital stock representing more than 10% of the voting shares, the price of each share will be at least 110% of the fair value on the date of grant. Options expire after 10 years (five years for stockholders owning greater than 10% of the voting stock). The number of shares of common stock initially reserved for issuance under the 2015 Plan was 6,134,292 shares with an automatic annual increase to the shares issuable under the 2015 Plan to the lower of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. On January 1, 2018 the shares issuable under the 2015 Plan increased by 3,109,448. The Company had 7,255,050 shares available for future grant under the 2015 Plan as of December 31, 2018. 2009 Plan The Company’s 2009 Stock Incentive Plan, or the 2009 Plan, terminated on the date the 2015 Plan was adopted. Options granted or shares issued under the 2009 Plan that were outstanding on the date the 2015 Plan became effective will remain subject to the terms of the 2009 Plan. Prior to the 2009 Plan termination, the number of options available for grant was increased by 360,000 shares. At December 31, 2018, 3,441,523 options under the 2009 Plan remained outstanding. Stock option activity under the Company’s stock option plan was as follows: Options Outstanding Shares Available for Grant Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2017 6,117,580 9,076,018 $ 8.04 $ 32,256 Authorized 3,109,448 RSU granted, net (480,048 ) Granted (3,309,250 ) 3,309,250 $ 6.09 Exercised (1,404,422 ) $ 1.04 Canceled 1,817,320 (1) (1,994,836 ) $ 11.97 Balance—December 31, 2018 7,255,050 8,986,010 $ 7.54 $ 5,458 Options exercisable—December 31, 2018 5,864,229 $ 7.23 $ 5,425 Options vested and expected to vest—December 31, 2018 8,835,382 $ 7.55 $ 5,458 (1) The amount excludes 177,516, 253,611 and 52,463 canceled options for the years ended December 31, 2018, 2017 and 2016, respectively, initially granted from the legacy stock option plans. As these plans have been terminated, any options canceled are not added back to the existing option plan pool. The aggregate intrinsic value represents the difference between the exercise price of the options and the closing price of the Company’s common stock. The aggregate intrinsic value of options exercised was $9.1 million, $19.2 million and $12.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. The weighted-average grant date fair value of employee options granted during the years ended December 31, 2018, 2017 and 2016 were $3.96, $6.91 and $8.01 per share, respectively. At December 31, 2018, the weighted-average remaining contractual life was 5.4 years and 6.6 years for exercisable options and vested and expected to vest options, respectively. The weighted-average remaining contractual life of options outstanding was 6.6 years, 6.8 years and 7.5 years at December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, the total unrecognized compensation expense related to unvested options, net of estimated forfeitures, was $15.8 million, which the Company expects to recognize over an estimated weighted-average period of 2.6 years. Restricted Stock Units (RSUs) In September 2016, the Company’s board of directors authorized the issuance of restricted stock units, or RSUs, under the 2015 Plan and adopted a form of restricted stock unit grant notice and restricted stock unit award agreement, which is intended to serve as a standard form agreement for RSU grants issued to employees, executive officers, directors and consultants. The following table summarizes RSU activity: RSUs Outstanding Number of Restricted Units Weighted- Average Grant Date Fair Share Balance—December 31, 2017 1,436,623 $ 11.47 Granted 1,089,450 6.94 Vested (316,453 ) 11.57 Canceled/forfeited (609,402 ) 10.28 Balance—December 31, 2018 1,600,218 $ 8.81 The fair value of RSUs is determined on the date of grant based on the market price of the Company’s common stock on that date. As of December 31, 2018, there was $12.5 million of unrecognized stock-based compensation expense, net of estimated forfeitures, related to RSUs which is expected to be recognized over a weighted-average period of 3.1 years. 2015 Employee Stock Purchase Plan In March 2015, the Company’s board of directors adopted and in April 2015 the Company’s stockholders approved the 2015 Employee Stock Purchase Plan, or 2015 ESPP, which became effective upon the IPO. The 2015 ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code, and is administered by the Company’s board of directors or a committee of the board of directors. The number of shares of common stock initially reserved for issuance under the 2015 ESPP was 720,000 shares with an automatic annual increase to the shares issuable under the 2015 ESPP to the lower of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. There was no annual increase of shares issuable under the 2015 ESPP on January 1, 2018. The Company had 1,681,668 shares available for future issuance under the 2015 ESPP as of December 31, 2018. Employees purchased 111,321 shares for $529,000 under the 2015 ESPP during the year ended December 31, 2018. The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the 2015 ESPP: Year Ended December 31, 2018 2017 2016 Expected term (in years) 0.5 0.5 0.5 Volatility 62.5% 49.3% 73.8 - 74.4% Risk-free interest rate 2.37% 1.39% 0.38 - 0.62% Dividend yield —% —% —% As of December 31, 2018, there was $96,000 of unrecognized stock-based compensation expense related to the 2015 ESPP, which is expected to be recognized over a weighted-average period of 0.4 years. Stock-based Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 9,745 $ 9,205 $ 9,131 General and administrative 7,729 7,171 5,875 Total stock-based compensation expense $ 17,474 $ 16,376 $ 15,006 In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment. Fair Value of Common Stock. Prior to the IPO in April 2015, the board of directors determined the fair value of the Company’s common stock by taking into consideration, among other things, contemporaneous valuations of the common stock prepared by an unrelated third-party valuation firm. Given the previous absence of a public trading market for the common stock, the board of directors exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the common stock, including the Company’s stage of development; progress of its research and development efforts; the rights, preferences and privileges of its preferred stock relative to those of its common stock; equity market conditions affecting comparable public companies and the lack of marketability of the common stock. Since the Company’s IPO, it has used the market closing price of its common stock as reported on the Nasdaq Global Select Market. Expected Term —The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). Expected Volatility —Because the Company does not have a long trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biopharmaceutical companies over a period equal to the expected term of the stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle or area of specialty. Risk-Free Interest Rate —The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods corresponding with the expected term of option. Expected Dividend —The Company has never paid dividends on its common stock and has no plans to pay dividends on its common stock. Therefore, the Company used an expected dividend yield of zero. The fair value of stock option awards granted to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 5.3 - 6.1 5.3 - 6.5 5.3 - 6.1 Volatility 70.5% - 71.7% 71.8 - 74.1% 72.3 - 74.5% Risk-free interest rate 2.38% - 3.08% 1.78 - 2.25% 1.25 - 2.07 % Dividend yield —% —% —% For the years ended December 31, 2018, 2017 and 2016, the Company recognized $11.5 million, $11.4 million and $10.0 million, respectively, of stock-based compensation related to options granted to employees. The compensation expense is allocated on a departmental basis, based on the classification of the option holder. The Company uses the fair value method to value options granted to non-employees. For the years ended December 31, 2018, 2017 and 2016, the Company recognized stock-based compensation of $209,000, $489,000 and $438,000, respectively, related to options granted to non-employees. The fair value of stock option awards granted to non-employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Years Ended December 31, 2018 2017 2016 Expected term (in years) 6.0 - 9.7 6.7 - 10.0 6.0 - 9.6 Volatility 70.5% - 71.7% 72.2 - 73.0% 72.8 - 74.3% Risk-free interest rate 2.66% - 3.19% 2.24 - 2.45% 1.35 - 2.48 % Dividend yield —% —% —% |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of loss before income tax benefit were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (77,066 ) $ (76,503 ) $ (56,237 ) Foreign (19,074 ) (26,724 ) (13,447 ) Total $ (96,140 ) $ (103,227 ) $ (69,684 ) The income tax provision (benefit) consists of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current income tax (benefit) provision: Federal $ (637 ) $ (17,544 ) $ 28,759 State — — — Foreign — — — Total $ (637 ) $ (17,544 ) $ 28,759 Deferred income tax provision (benefit): Federal — 6,319 (6,319 ) State — — — Foreign (146 ) (139 ) (976 ) Total (146 ) 6,180 (7,295 ) Total income tax (benefit) provision $ (783 ) $ (11,364 ) $ 21,464 A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Expected provision at statutory rate federal rate (21.0 %) (35.0 %) (35.0 %) State taxes, net of federal benefits — — — U.S. tax credits (2.8 ) (6.4 ) (43.8 ) Warrants — — — Add back of Orphan Drug Credit — 1.4 7.4 Incentive stock option compensation 1.3 (3.2 ) 3.8 Tax Cuts and Jobs Act impact — 29.0 — Other (2.6 ) (0.4 ) (0.6 ) Foreign income tax rate differential 0.5 3.4 2.4 Change in valuation allowance 23.8 0.2 96.6 Total (0.8 %) (11.0 %) 30.8 % The decrease in the effective tax rate from (11%) during 2017 to (0.8%) during 2018 was primarily related to the carry back benefit recorded in 2017. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 38,562 $ 16,847 Tax credits 41,193 37,656 Stock-based compensation 6,326 5,030 Deferred revenue 34,897 35,604 Accruals and reserves 3,659 3,378 Gross deferred tax assets 124,637 98,515 Valuation allowance (119,451 ) (93,227 ) Total deferred tax assets 5,186 5,288 Deferred tax liabilities: Tangible assets (3,728 ) (3,871 ) Intangible assets (7,562 ) (7,955 ) Total deferred tax liabilities (11,290 ) (11,826 ) Net deferred tax liabilities $ (6,104 ) $ (6,538 ) The Company is required to reduce its deferred tax assets by a valuation allowance if it is more likely than not that some or all of its deferred tax assets will not be realized. Management must use judgment in assessing the potential need for a valuation allowance, which requires an evaluation of both negative and positive evidence. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. In determining the need for and amount of the valuation allowance, if any, the Company assesses the likelihood that it will be able to recover its deferred tax assets using historical levels of income, estimates of future income and tax planning strategies. As a result of historical consolidated cumulative losses, the Company determined that, based on all available evidence, there was substantial uncertainty as to whether it will recover its recorded net deferred taxes in future periods. As a result, the Company recorded a valuation allowance against the net deferred tax assets at December 31, 2018 and at December 31, 2017. The net valuation allowance increased by $26.2 million and $8.7 million in 2018 and 2017, respectively. On December 22, 2017, the Tax Cuts and Jobs Act, or the Tax Act, was signed into law. Among other changes is a permanent reduction in the U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018. As a result of the reduction in the corporate income tax rate, the Company revalued its net deferred tax assets, which resulted in a reduction in the value of our deferred tax asset of approximately $26.5 million, offset by the change in valuation allowance of $26.5 million, for the year ended December 31, 2017. In addition, the Tax Act repeals the two-year carryback for losses arising in tax years ending after 2017. As a result, the Company recognized deferred tax expense of $3.4 million for the year ended December 31, 2017 due to the inability to carryback existing temporary differences after 2017. Also on December 22, 2017, the SEC issued Staff Accounting Bulletin 118, or SAB 118, which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. Provisional amounts or adjustments to provisional amounts identified in the measurement period, as defined, would be included as an adjustment to tax expense or benefit from continuing operations in the period the amounts are determined. Due to the broad complexities of the Tax Act, under the guidance of SAB 118, the Company previously provided a provisional estimate of the effect of the Tax Act in its financial statements. In the fourth quarter of 2018, the Company completed its analysis to determine the effect of the Tax Act and recorded immaterial adjustments as of December 31, 2018. At December 31, 2018, the Company has generated net operating loss, or NOL, carryforwards (before tax effects) for federal, state and foreign income tax purposes of $102.8 million, $64.4 million and $49.9 million, respectively. These federal, state and foreign NOL carryforwards will begin to expire in 2027, 2033 and 2025, respectively, if not utilized. In addition, the Company has federal and state tax credit carryforwards of $39.6 million and $7.9 million, respectively, to offset future income tax liabilities. The federal tax credits can be carried forward for 20 years and will start to expire in 2034, if not utilized, while the state research and development tax credit can be carried forward indefinitely. Under Section 382 of the Code, the Company’s ability to utilize NOL carryforwards or other tax attributes, such as federal tax credits, in any taxable year may be limited if the Company has experienced an “ownership change.” Generally, a Section 382 ownership change occurs if one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. Similar rules may apply under state tax laws. The Company experienced an ownership change that it believes under Section 382 of the Code will result in limitations in its ability to utilize net operating losses and credits. In addition, the Company may experience future ownership changes as a result of future offerings or other changes in ownership of its stock. As a result, the amount of the NOLs and tax credit carryforwards presented in the financial statements could be limited and may expire unutilized. Uncertain Tax Positions A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2018 and 2017 is as follows (in thousands): Year Ended December 31, 2018 2017 Balance at beginning of year $ 4,090 $ 2,508 Additions based on tax positions related to prior year 3 293 Reductions based on tax positions related to prior year (7 ) — Additions based on tax positions related to current year 1,120 1,289 Balance at end of year $ 5,206 $ 4,090 Without regard to the valuation allowance, $800,000 of unrecognized tax benefits included in the consolidated balance sheet would, if recognized, affect the effective tax rate. The Company does not foresee material changes to its gross uncertain income tax position liability within the next 12 months. The Company files income tax returns in the United States and the Netherlands. The federal and state income tax returns are open under the statute of limitations subject to tax examinations for the tax years ended December 31, 2015 through December 31, 2017. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state tax authorities to the extent utilized in a future period. For the Netherlands, the tax administration can impose an additional assessment within five years from the year in which the tax debt originated. The Company will recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense in its consolidated statements of operations. At December 31, 2018, the Company has recorded no interest and penalties. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company sponsors a 401(k) plan. All employees are eligible to participate in the 401(k) plan after meeting certain eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the 401(k) plan up to the limit allowed under the Code. |
Net Loss Per Common Share
Net Loss Per Common Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 14. Net Loss per Common Share Because the Company was in a loss position for all periods presented, diluted net loss per common share is the same as basic net loss per common share for all periods presented as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per common share calculations because they would be anti-dilutive were as follows: December 31, 2018 2017 2016 Options to purchase common stock 8,986,010 9,076,018 10,690,156 Common stock warrants 64,909 69,378 97,621 Restricted stock awards 1,600,218 1,436,623 657,200 Total 10,651,137 10,582,019 11,444,977 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 15. Selected Quarterly Financial Data (Unaudited) The following interim financial information presents the Company’s 2018 and 2017 results of operations on a quarterly basis (in thousands, except per share amounts): Quarter Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Total revenue $ 6,627 $ 2,639 $ 3,063 $ 2,758 Net loss (21,494 ) (24,397 ) (23,146 ) (26,320 ) Net loss per common share, basic (0.28 ) (0.31 ) (0.29 ) (0.33 ) Net loss per common share, diluted (0.28 ) (0.31 ) (0.29 ) (0.33 ) Quarter Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Total revenue $ 3,772 $ 5,917 $ 3,794 $ 3,756 Net loss (21,812 ) (19,400 ) (24,520 ) (26,131 ) Net loss per common share, basic (0.32 ) (0.27 ) (0.33 ) (0.34 ) Net loss per common share, diluted (0.32 ) (0.27 ) (0.33 ) (0.34 ) |
Basis of Presentation, Use of_2
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and include the accounts of Aduro Biotech, Inc. and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses in the financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, clinical trial accruals, common stock and related warrants, income taxes and stock-based compensation. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when its customers obtain control of the promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Collaboration and license revenue The Company’s collaboration agreements may include the transfer of intellectual property rights in the form of licenses, obligations to provide research and development services and obligations to participate on certain development committees with the collaboration party. The terms of such agreements include payment to the Company of one or more of the following: nonrefundable upfront fees, payment for research and development services, development, regulatory and commercial milestone payments, and royalties on net sales of licensed products. The Company assesses whether the promises in these agreements are considered distinct performance obligations that should be accounted for separately. Judgment is required to determine whether the license to the Company’s intellectual property is distinct from the research and development services or participation on development committees. The transaction price in each agreement is allocated to the identified performance obligations based on the standalone selling price, or SSP, of each distinct performance obligation. Judgment is required to determine SSP. In instances where SSP is not directly observable, such as when a license or service is not sold separately, SSP is determined using information that may include market conditions and other observable inputs. Due to the early stage of the Company’s licensed technology, the license of such technology is typically combined with the research and development services and committee participation as one performance obligation. Revenue associated with nonrefundable upfront license fees where the license fees and research and development services cannot be accounted for as separate performance obligations is deferred and recognized as revenue over the expected period of performance using a cost-based input methodology. The Company utilizes judgment to assess the pattern of delivery of the performance obligation. At the inception of each agreement that includes development, regulatory or commercial milestone payments, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price by using the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received or the underlying activity has been completed. The transaction price is then allocated to each performance obligation in the agreement based on relative SSP. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of each such milestone and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less from the date of purchase. At December 31, 2018 and 2017, cash and cash equivalents consisted of cash in bank deposits, money market funds held at financial institutions, commercial paper and U.S. government and agency securities. The recorded carrying amount of cash equivalents approximates their fair value. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable. Cash and cash equivalents are held at financial institutions in the United States and in the Netherlands. The Company is exposed to credit risk in the event of default by the financial institution to the extent that cash and cash equivalent balances recorded in the balance sheets are in excess of the amounts that are insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses on its deposits since inception, and management believes that minimal credit risk exists with respect to these financial institutions. Accounts receivable consist of amounts due from various collaboration agreements and subtenants. The Company’s management believes these receivables are fully collectible. |
Property and Equipment | Property and Equipment Property and equipment is carried at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is calculated using the straight-line method. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in operations in the period realized. The useful lives of the property and equipment are as follows: Lab equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 – 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Expenditures for repairs and maintenance, which do not improve or extend the life of the assets, are expensed as incurred. |
Business Combination | Business Combinations The Company accounts for acquisitions using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company's operating results from the date of acquisition. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the consideration transferred over the estimated fair value of assets acquired and liabilities assumed in a business combination. Intangible assets with indefinite useful lives are related to acquired in-process research and development, or IPR&D, projects and are measured at their respective fair values as of the acquisition date. Goodwill and intangible assets with indefinite useful lives are not amortized but are tested for impairment on an annual basis or more frequently if the Company becomes aware of any events or changes that would indicate the fair values of the assets are below their carrying amounts. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets are deemed finite-lived and are amortized based on their respective estimated useful lives at that point in time. The Company recorded an impairment loss of $4.0 million related to IPR&D during the year ended December 31, 2018. No impairment of IPR&D has been recorded in prior years. The Company has not had an impairment of goodwill since inception. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews its long-lived assets, including property and equipment and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The Company has not recorded an impairment of long-lived assets since inception. |
Accrued Research and Development Costs | Accrued Research and Development Costs The Company records accrued liabilities for estimated costs of research and development activities conducted by third-party service providers, which include the conduct of preclinical studies and clinical trials and contract manufacturing activities. These costs are a significant component of the Company’s research and development expenses. The Company accrues for these costs based on factors such as estimates of the work completed and in accordance with agreements established with its third-party service providers under the service agreements. The Company makes significant judgments and estimates in determining the accrued liabilities balance in each reporting period. As actual costs become known, the Company adjusts its accrued liabilities. The Company has not experienced any material differences between accrued costs and actual costs incurred. However, the status and timing of actual services performed, number of patients enrolled and the rate of patient enrollments may vary from the Company’s estimates, resulting in adjustments to expense in future periods. Changes in these estimates that result in material changes to the Company’s accruals could materially affect the Company’s results of operations. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development costs consist of salaries and benefits, lab supplies, contract and grant research costs, fees paid to consultants and third parties that conduct certain research and development activities on the Company’s behalf and allocations of facilities-related costs. Nonrefundable advance payments for goods or services to be rendered in the future for use in research and development activities are deferred and capitalized as prepaid expenses until the related goods are delivered or the services are performed. |
Share-Based Compensation | Stock-Based Compensation The Company measures its stock-based awards made to employees based on the estimated fair values of the awards as of the grant date using the Black-Scholes option-pricing model. Stock-based compensation expense is recognized over the requisite service period using the straight-line method and is based on the value of the portion of stock-based payment awards that is ultimately expected to vest. As such, the Company’s stock-based compensation is reduced for the estimated forfeitures and revised, if necessary, in subsequent periods if actual forfeitures differ from the original estimates. Stock-based compensation expense for options granted to non-employees as consideration for services received is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, using the Black-Scholes option-pricing model, whichever can be more reliably measured. Stock-based compensation expense for options granted to non-employees is remeasured each period as the underlying options vest. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income taxes are classified as noncurrent. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The tax effects of the Company’s income tax positions are recognized only if determined “more likely than not” to be sustained based solely on the technical merits as of the reporting date. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
Foreign Currency Translation | Foreign Currency Translation The impact of changes in foreign currency exchange rates resulting from the translation of foreign currency financial statements into U.S. dollars for financial reporting purposes is included in other comprehensive loss. Assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average rates for the period. Foreign currency transaction gains and losses are recorded as they are realized. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2016-02, Leases (Topic 842) (ASC 842), which establishes a comprehensive new lease accounting model. The new standard: (a) clarifies the definition of a lease; (b) requires a dual approach to lease classification similar to current lease classifications; and (c) causes lessees to recognize leases on the balance sheet as a lease liability with a corresponding right-of-use asset for leases with a lease-term of more than twelve months. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, including a number of optional practical expedients that entities may elect to apply. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, an update which provides another transition method, the prospective transition method, which allows entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company will adopt the new standard on January 1, 2019 using the prospective transition method. In preparation for adoption of the standard, the Company engaged a third-party service provider to assist it with the evaluation. The Company has identified all leases and reviewed the leases to determine the impact of ASC 842 on its consolidated financial statements. The Company has elected to apply all of the practical expedients as a package, which include not reassessing (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases. Based on the Company’s assessment, the Company has concluded that the adoption of the new standard will result in the recording of a right-of-use asset and a lease liability on the consolidated balance sheet on January 1, 2019. While substantially complete, the Company is still in the process of finalizing its evaluation of the effect of ASC 842 on its financial statements and disclosures. The Company does not expect the adoption of ASU 2016-02, as amended, to have a material impact on its consolidated statements of operations or consolidated statements of cash flows. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The standard changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Financial assets measured at amortized cost will be presented at the net amount expected to be collected by using an allowance for credit losses. The standard is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for all periods beginning after December 15, 2018. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. In February 2018, the FASB issued ASU No. 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220). The standard update allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the ASU 2018-02 eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted, including adoption in any interim period for reporting periods for which financial statements have not yet been issued. The new standard should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. In June 2018, the FASB issued ASU No. 2018-07 – Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Shared-Based Payment Accounting. The standard update expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company has evaluated the impact of this guidance and has concluded that adoption of the standard will not have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 – Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The standard eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information, and modifies some disclosure requirements. The new standard is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted upon issuance of this ASU. Entities making this election to early adopt are permitted to early adopt the eliminated or modified disclosure requirements and delay the adoption of the new disclosure requirements until their effective date. In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, “ Disclosure Update and Simplification |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU as well as its related amendments affect any entity that either enters into contracts with customers to transfer goods and services or enters into contracts for the transfer of nonfinancial assets. ASU 2014-09 replaced most existing revenue recognition guidance in U.S. GAAP when it became effective. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. The Company adopted this standard on January 1, 2018 using the modified retrospective method. The Company recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of its accumulated deficit. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. As a result, the Company changed its accounting policy for revenue recognition, and the details of the significant changes and quantitative impact of the changes are disclosed below. Milestone payments – under the milestone method ASC 605-28, payments that were contingent upon the achievement of a substantive milestone were recognized entirely as revenue in the period in which the milestone was achieved. To the extent that non-substantive milestones were achieved and the Company had remaining performance obligations, milestones were deferred and recognized as revenue over the estimated remaining period of performance. If there were no remaining performance obligations, the revenue from non-substantive milestones was recognized in the period it was earned. The milestone method no longer exists under the new revenue standard. The revenue from the milestone payments must be estimated using either the expected value method or the most likely amount method. Revenue that is not probable of significant reversal of cumulative revenue is included in the transaction price. Therefore, substantive milestones that were recognized when achieved under the legacy revenue guidance will be recognized as revenue over the performance period under the new standard with a cumulative catch-up recorded for the portion associated with the performance to date. Pattern of revenue recognition – the Company recognized revenue from performance obligations delivered over time, such as licenses combined with research and development services and participation on development committees, on a straight-line basis over the period of performance under the legacy revenue guidance. The new standard allows entities to use either an input method or an output method to measure progress toward complete satisfaction of a performance obligation. For contracts in progress at the adoption date of the new standard the Company determined that the input method of measuring costs incurred to date compared to total estimated costs to be incurred under the contract most accurately depicts its performance. The change in the pattern of revenue recognition upon adoption of Topic 606 for milestone payments and performance obligations delivered over time resulted in an increase in the balance of deferred revenue and an increase in the accumulated deficit balance of $25.3 million on January 1, 2018. The following table summarizes the impact of adopting Topic 606 on select condensed consolidated balance sheet line items (in thousands): December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Liabilities Deferred revenue $ 16,000 $ 2,815 $ 18,815 Deferred revenue – noncurrent 172,671 (31,338 ) 141,333 Stockholders’ Equity Accumulated deficit (404,532 ) 28,523 (376,009 ) The following table summarizes the impact of adopting Topic 606 on select condensed consolidated statement of operations line items (in thousands, except per share data): Year Ended December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Collaboration and license revenue $ 15,087 $ 3,211 $ 18,298 Total revenue 15,087 3,211 18,298 Loss from operations (101,360 ) 3,211 (98,149 ) Net loss (95,357 ) 3,211 (92,146 ) Net loss per share, basic and diluted (1.21 ) 0.04 (1.17 ) The following table summarizes the impact of adopting Topic 606 on audited condensed consolidated statement of cash flows line items (in thousands): Year Ended December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Cash flows from operating activities Net loss $ (95,357 ) $ 3,211 $ (92,146 ) Changes in operating assets and liabilities: Deferred revenue 288 (3,211 ) (2,923 ) In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments--Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. In February 2018, the FASB issued ASU No. 2018-03 which provides additional clarification and implementation guidance on the previously issued ASU No. 2016-01. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. The Company adopted this standard on January 1, 2018, and the adoption of the standard did not have a material impact on its consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 identifies how certain cash receipts and cash payments are presented and classified in the Statement of Cash Flows. The standard is effective for fiscal years and interim periods beginning after December 15, 2017. The standard should be applied retrospectively and early adoption is permitted, including adoption in an interim period. The Company adopted this standard on January 1, 2018, and the adoption of the standard did not have a material impact on its consolidated statement of cash flows. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. ASU 2016-18 requires that the statement of cash flows explains the change during the period in the total cash, cash equivalents, and restricted cash. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. This standard should be applied retrospectively and early adoption is permitted, including adoption in an interim period. The Company adopted this standard on January 1, 2018 utilizing the required retrospective transition method and changed the presentation and classification of restricted cash in its consolidated statement of cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. ASU 2017-09 provides clarity and reduces the complexity of applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017. The Company adopted this standard on January 1, 2018, and the adoption of the standard did not have a material impact on its consolidated financial statements. In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which included amendments to expand income tax accounting and disclosure guidance pursuant to SEC Staff Accounting Bulletin No. 118, or SAB 118, issued by the SEC in December 2017. SAB 118 provides guidance on accounting for the income tax effects of the Tax Reform Act. The Company adopted this standard on January 1, 2018. Refer to Note 12 for more information and disclosures related to this amended guidance. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808). The standard clarifies the interaction between Topic 808, Collaborative Arrangements, and Topic 606, Revenue from Contracts with Customers. The standard requires transactions in collaborative arrangements to be accounted for under Topic 606 if the counter-party is a customer for a good or service (or bundle of goods and services) that is a distinct unit of account. The standard also precludes entities from presenting consideration from transactions with a collaborator that is not a customer together with revenue recognized from contracts with customers. The standard is effective for fiscal years and interim periods beginning after December 15, 2019. Early adoption is permitted for entities that have already adopted Topic 606 or do so concurrently with the adoption of this standard. The Company early adopted this standard in the fourth quarter of 2018 and the adoption of the standard did not have an impact on its consolidated financial statements. |
Basis of Presentation, Use of_3
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Useful Lives of Property and Equipment | The useful lives of the property and equipment are as follows: Lab equipment 5 years Furniture and fixtures 5 years Computer and office equipment 3 – 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Summary of Impact of Adopting Topic 606 on Condensed Consolidated Balance Sheet | The following table summarizes the impact of adopting Topic 606 on select condensed consolidated balance sheet line items (in thousands): December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Liabilities Deferred revenue $ 16,000 $ 2,815 $ 18,815 Deferred revenue – noncurrent 172,671 (31,338 ) 141,333 Stockholders’ Equity Accumulated deficit (404,532 ) 28,523 (376,009 ) |
Summary of Impact of Adopting Topic 606 on Condensed Consolidated Statement of Operations | The following table summarizes the impact of adopting Topic 606 on select condensed consolidated statement of operations line items (in thousands, except per share data): Year Ended December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Collaboration and license revenue $ 15,087 $ 3,211 $ 18,298 Total revenue 15,087 3,211 18,298 Loss from operations (101,360 ) 3,211 (98,149 ) Net loss (95,357 ) 3,211 (92,146 ) Net loss per share, basic and diluted (1.21 ) 0.04 (1.17 ) |
Summary of Impact of Adopting Topic 606 on Condensed Consolidated Statement of Cash Flows | The following table summarizes the impact of adopting Topic 606 on audited condensed consolidated statement of cash flows line items (in thousands): Year Ended December 31, 2018 As reported Adjustments Balances without the adoption of Topic 606 (in thousands) Cash flows from operating activities Net loss $ (95,357 ) $ 3,211 $ (92,146 ) Changes in operating assets and liabilities: Deferred revenue 288 (3,211 ) (2,923 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 22,082 $ — $ — $ 22,082 U.S. government and agency securities — 59,001 — 59,001 Corporate debt securities — 70,964 — 70,964 Commercial paper — 89,702 — 89,702 Total $ 22,082 $ 219,667 $ — $ 241,749 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 998 $ 998 Total $ — $ — $ 998 $ 998 December 31, 2017 Level 1 Level 2 Level 3 Total Financial Assets: Money market funds $ 86,461 $ — $ — $ 86,461 U.S. government and agency securities — 108,076 — 108,076 Corporate debt securities — 58,496 — 58,496 Commercial paper — 74,011 — 74,011 Total $ 86,461 $ 240,583 $ — $ 327,044 Financial Liabilities: Contingent consideration related to acquisition $ — $ — $ 7,588 $ 7,588 Total $ — $ — $ 7,588 $ 7,588 |
Summary of Changes in Fair Value of Level 3 Financial Liabilities | The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities (in thousands): Contingent Consideration Balance at December 31, 2016 $ 4,032 Net increase in fair value upon revaluation 2,824 Foreign currency impact 732 Balance at December 31, 2017 7,588 Net increase in fair value upon revaluation 635 Payment of contingent consideration (6,803 ) Foreign currency impact (422 ) Balance at December 31, 2018 $ 998 |
Summary of Estimated Value of Cash Equivalents and Marketable Securities and Gross Unrealized Holding Gains and Losses | The following tables summarize the estimated value of the Company’s cash equivalents and marketable securities and the gross unrealized holding gains and losses (in thousands): December 31, 2018 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 36,124 $ — $ — $ 36,124 Money market funds 22,082 — — 22,082 Commercial paper 62,413 — — 62,413 Corporate debt securities 5,694 — (3 ) 5,691 Total cash and cash equivalents $ 126,313 $ — $ (3 ) $ 126,310 Marketable securities: U.S. government and agency securities $ 59,127 $ 16 $ (142 ) $ 59,001 Corporate debt securities 65,319 3 (49 ) 65,273 Commercial paper 27,289 — — 27,289 Total marketable securities $ 151,735 $ 19 $ (191 ) $ 151,563 December 31, 2017 Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Cash and cash equivalents: Cash $ 22,673 $ — $ — $ 22,673 Money market funds 86,461 — — 86,461 Commercial paper 48,480 — — 48,480 Total cash and cash equivalents $ 157,614 $ — $ — $ 157,614 Marketable securities: U.S. government and agency securities $ 108,317 $ — $ (241 ) $ 108,076 Corporate debt securities 58,551 1 (56 ) 58,496 Commercial paper 25,531 — — 25,531 Total marketable securities $ 192,399 $ 1 $ (297 ) $ 192,103 |
Summary of Amortized Cost and Estimated Fair Value of Available-for-Sale Marketable Securities by Contractual Maturity | The amortized cost and estimated fair value of the Company’s available-for-sale marketable securities by contractual maturity are summarized below as of December 31, 2018 (in thousands): Amortized cost Unrealized gains Unrealized losses Estimated Fair Value Mature in one year or less $ 140,316 $ 3 $ (190 ) $ 140,129 Mature after one year through two years 11,419 16 (1 ) $ 11,434 Total available-for-sale marketable securities $ 151,735 $ 19 $ (191 ) $ 151,563 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2018 2017 Leasehold improvements $ 26,961 $ 27,102 Lab equipment 8,281 7,243 Computer and office equipment 2,292 2,016 Furniture and fixtures 1,560 1,767 Construction in progress 1,458 54 Total property and equipment 40,552 38,182 Less: accumulated depreciation (11,395 ) (7,097 ) Property and equipment, net $ 29,157 $ 31,085 |
Accrued Expenses and Other Liabilities | Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following (in thousands): December 31, 2018 2017 Compensation and related benefits $ 4,619 $ 5,320 Professional and consulting services 2,185 1,586 Accrued research expense 1,859 1,763 Deferred rent 653 434 Accrued property and equipment 101 2,790 Other 1,101 708 Total accrued expenses and other liabilities $ 10,518 $ 12,601 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The gross carrying amount of goodwill was as follows (in thousands): Balance at December 31, 2016 $ 7,658 Foreign currency translation adjustment 1,065 Balance at December 31, 2017 8,723 Foreign currency translation adjustment (389 ) Balance at December 31, 2018 $ 8,334 |
Schedule of Intangible Assets | The gross carrying amounts and net book value of intangible assets were as follows (in thousands): December 31, 2018 Gross Amount Impairment (1) Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 11,318 — $ 1,792 $ 9,526 Total intangible assets with finite lives 11,318 — 1,792 9,526 Acquired IPR&D assets 19,626 4,017 — 15,609 Total intangible assets $ 30,944 $ 4,017 $ 1,792 $ 25,135 December 31, 2017 Gross Amount Accumulated Amortization Net Book Value Intangible assets with finite lives: License agreement $ 11,847 $ 1,283 $ 10,564 Total intangible assets with finite lives 11,847 1,283 10,564 Acquired IPR&D assets 20,543 — 20,543 Total intangible assets $ 32,390 $ 1,283 $ 31,107 (1) The amount includes effects of foreign currency exchange rates. |
Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense | Based on finite-lived intangible assets recorded as of December 31, 2018, the estimated future amortization expense for the next five years is as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2019 $ 566 2020 566 2021 566 2022 566 2023 566 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments under the Leases | Future minimum payments under the leases at December 31, 2018 are as follows (in thousands): Year ending December 31, Amounts 2019 $ 5,519 2020 5,669 2021 5,332 2022 5,460 2023 5,570 Thereafter 35,836 Total $ 63,386 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Common Share Reserved for Future Issuance | The Company had reserved shares of common stock for future issuance as follows: December 31, 2018 Options issued and outstanding 8,986,010 Shares available for future stock option grants 7,255,050 Restricted stock units 1,600,218 Common stock warrants 64,909 Total 17,906,187 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Warrants Issued and Outstanding | The Company had issued and outstanding warrants as follows: Warrants Outstanding Exercise December 2018 December 2017 Issuance Date Price per Share Terms (Years) Type of Security: Common — 1,152 November 2008 $ 34.73 10.0 Common 720 720 January 2009 $ 34.73 10.8 Common 288 288 February $ 34.73 10.0 Common 360 360 March 2009 $ 34.73 10.0 Common 144 144 April 2009 $ 34.73 10.0 Common 13,235 13,235 July 2009 $ 1.89 10.0 Common 2,400 2,400 April 2011 $ 1.88 10.0 Common 19,867 19,867 April 2011 $ 0.01 10.0 Common 6,031 6,031 October 2011 $ 0.01 9.5 Common 19,078 22,395 September 2013 $ 0.02 10.0 Common 2,786 2,786 December 2013 $ 0.02 10.0 Total 64,909 69,378 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Stock Option Plan Activity | Stock option activity under the Company’s stock option plan was as follows: Options Outstanding Shares Available for Grant Number of Options Weighted- Average Exercise Price Aggregate Intrinsic Value (In thousands) Balance—December 31, 2017 6,117,580 9,076,018 $ 8.04 $ 32,256 Authorized 3,109,448 RSU granted, net (480,048 ) Granted (3,309,250 ) 3,309,250 $ 6.09 Exercised (1,404,422 ) $ 1.04 Canceled 1,817,320 (1) (1,994,836 ) $ 11.97 Balance—December 31, 2018 7,255,050 8,986,010 $ 7.54 $ 5,458 Options exercisable—December 31, 2018 5,864,229 $ 7.23 $ 5,425 Options vested and expected to vest—December 31, 2018 8,835,382 $ 7.55 $ 5,458 (1) The amount excludes 177,516, 253,611 and 52,463 canceled options for the years ended December 31, 2018, 2017 and 2016, respectively, initially granted from the legacy stock option plans. As these plans have been terminated, any options canceled are not added back to the existing option plan pool. |
Summary of Restricted Stock Unit or RSU Activity | The following table summarizes RSU activity: RSUs Outstanding Number of Restricted Units Weighted- Average Grant Date Fair Share Balance—December 31, 2017 1,436,623 $ 11.47 Granted 1,089,450 6.94 Vested (316,453 ) 11.57 Canceled/forfeited (609,402 ) 10.28 Balance—December 31, 2018 1,600,218 $ 8.81 |
Summary of Stock-Based Compensation | Total stock-based compensation expense recognized was as follows (in thousands): Year Ended December 31, 2018 2017 2016 Research and development $ 9,745 $ 9,205 $ 9,131 General and administrative 7,729 7,171 5,875 Total stock-based compensation expense $ 17,474 $ 16,376 $ 15,006 |
Employees | |
Schedule of Black-Scholes Option-Pricing Model | The fair value of stock option awards granted to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Year Ended December 31, 2018 2017 2016 Expected term (in years) 5.3 - 6.1 5.3 - 6.5 5.3 - 6.1 Volatility 70.5% - 71.7% 71.8 - 74.1% 72.3 - 74.5% Risk-free interest rate 2.38% - 3.08% 1.78 - 2.25% 1.25 - 2.07 % Dividend yield —% —% —% |
Non Employees | |
Schedule of Black-Scholes Option-Pricing Model | The fair value of stock option awards granted to non-employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following assumptions: Years Ended December 31, 2018 2017 2016 Expected term (in years) 6.0 - 9.7 6.7 - 10.0 6.0 - 9.6 Volatility 70.5% - 71.7% 72.2 - 73.0% 72.8 - 74.3% Risk-free interest rate 2.66% - 3.19% 2.24 - 2.45% 1.35 - 2.48 % Dividend yield —% —% —% |
2015 ESPP | |
Schedule of Black-Scholes Option-Pricing Model | The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine fair value of the Company’s common shares to be issued under the 2015 ESPP: Year Ended December 31, 2018 2017 2016 Expected term (in years) 0.5 0.5 0.5 Volatility 62.5% 49.3% 73.8 - 74.4% Risk-free interest rate 2.37% 1.39% 0.38 - 0.62% Dividend yield —% —% —% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Tax Benefit | The components of loss before income tax benefit were as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ (77,066 ) $ (76,503 ) $ (56,237 ) Foreign (19,074 ) (26,724 ) (13,447 ) Total $ (96,140 ) $ (103,227 ) $ (69,684 ) |
Components of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following (in thousands): Year Ended December 31, 2018 2017 2016 Current income tax (benefit) provision: Federal $ (637 ) $ (17,544 ) $ 28,759 State — — — Foreign — — — Total $ (637 ) $ (17,544 ) $ 28,759 Deferred income tax provision (benefit): Federal — 6,319 (6,319 ) State — — — Foreign (146 ) (139 ) (976 ) Total (146 ) 6,180 (7,295 ) Total income tax (benefit) provision $ (783 ) $ (11,364 ) $ 21,464 |
Reconciliation of Statutory U.S. Federal Rate to Effective Tax Rate | A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2018 2017 2016 Expected provision at statutory rate federal rate (21.0 %) (35.0 %) (35.0 %) State taxes, net of federal benefits — — — U.S. tax credits (2.8 ) (6.4 ) (43.8 ) Warrants — — — Add back of Orphan Drug Credit — 1.4 7.4 Incentive stock option compensation 1.3 (3.2 ) 3.8 Tax Cuts and Jobs Act impact — 29.0 — Other (2.6 ) (0.4 ) (0.6 ) Foreign income tax rate differential 0.5 3.4 2.4 Change in valuation allowance 23.8 0.2 96.6 Total (0.8 %) (11.0 %) 30.8 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 38,562 $ 16,847 Tax credits 41,193 37,656 Stock-based compensation 6,326 5,030 Deferred revenue 34,897 35,604 Accruals and reserves 3,659 3,378 Gross deferred tax assets 124,637 98,515 Valuation allowance (119,451 ) (93,227 ) Total deferred tax assets 5,186 5,288 Deferred tax liabilities: Tangible assets (3,728 ) (3,871 ) Intangible assets (7,562 ) (7,955 ) Total deferred tax liabilities (11,290 ) (11,826 ) Net deferred tax liabilities $ (6,104 ) $ (6,538 ) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the Company’s unrecognized tax benefits for the years ended December 31, 2018 and 2017 is as follows (in thousands): Year Ended December 31, 2018 2017 Balance at beginning of year $ 4,090 $ 2,508 Additions based on tax positions related to prior year 3 293 Reductions based on tax positions related to prior year (7 ) — Additions based on tax positions related to current year 1,120 1,289 Balance at end of year $ 5,206 $ 4,090 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Per Common Share | Potentially dilutive securities that were not included in the diluted per common share calculations because they would be anti-dilutive were as follows: December 31, 2018 2017 2016 Options to purchase common stock 8,986,010 9,076,018 10,690,156 Common stock warrants 64,909 69,378 97,621 Restricted stock awards 1,600,218 1,436,623 657,200 Total 10,651,137 10,582,019 11,444,977 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data (Unaudited) | The following interim financial information presents the Company’s 2018 and 2017 results of operations on a quarterly basis (in thousands, except per share amounts): Quarter Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Total revenue $ 6,627 $ 2,639 $ 3,063 $ 2,758 Net loss (21,494 ) (24,397 ) (23,146 ) (26,320 ) Net loss per common share, basic (0.28 ) (0.31 ) (0.29 ) (0.33 ) Net loss per common share, diluted (0.28 ) (0.31 ) (0.29 ) (0.33 ) Quarter Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 Total revenue $ 3,772 $ 5,917 $ 3,794 $ 3,756 Net loss (21,812 ) (19,400 ) (24,520 ) (26,131 ) Net loss per common share, basic (0.32 ) (0.27 ) (0.33 ) (0.34 ) Net loss per common share, diluted (0.32 ) (0.27 ) (0.33 ) (0.34 ) |
Organization and Nature of Bu_2
Organization and Nature of Business - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2018Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of business segments | 1 |
Basis of Presentation, Use of_4
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Liquid investments with original maturities | 3 months | ||
ASU 2016-09 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Increase in balance of deferred revenue and increase in accumulated deficit balance | $ 25,300,000 | ||
Acquired IPR&D assets | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Impairment loss | $ 4,000,000 | $ 0 |
Basis of Presentation, Use of_5
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements - Summary of Useful Lives of the Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Lab Equipment | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, useful life | 5 years |
Furniture and Fixtures | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, useful life | 5 years |
Computer and Office Equipment | Minimum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, useful life | 3 years |
Computer and Office Equipment | Maximum | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, useful life | 5 years |
Leasehold Improvements | |
Summary Of Significant Accounting Policies [Line Items] | |
Property and equipment, useful life | Shorter of remaining lease term or estimated useful life |
Basis of Presentation, Use of_6
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements - Summary of Impact of Adopting Topic 606 on Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Liabilities | ||
Deferred revenue | $ 16,000 | $ 14,923 |
Deferred revenue – noncurrent | 172,671 | 148,148 |
Stockholders’ equity: | ||
Accumulated deficit | (404,532) | $ (283,863) |
ASU 2014-09 | Adjustments | ||
Liabilities | ||
Deferred revenue | 2,815 | |
Deferred revenue – noncurrent | (31,338) | |
Stockholders’ equity: | ||
Accumulated deficit | 28,523 | |
ASU 2014-09 | Balances Without the Adoption of Topic 606 | ||
Liabilities | ||
Deferred revenue | 18,815 | |
Deferred revenue – noncurrent | 141,333 | |
Stockholders’ equity: | ||
Accumulated deficit | $ (376,009) |
Basis of Presentation, Use of_7
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements - Summary of Impact of Adopting Topic 606 on Condensed Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Total revenue | $ 2,758 | $ 3,063 | $ 2,639 | $ 6,627 | $ 3,756 | $ 3,794 | $ 5,917 | $ 3,772 | $ 15,087 | $ 17,239 | $ 50,681 |
Loss from operations | (101,360) | (106,453) | (71,863) | ||||||||
Net loss | $ (26,320) | $ (23,146) | $ (24,397) | $ (21,494) | $ (26,131) | $ (24,520) | $ (19,400) | $ (21,812) | $ (95,357) | $ (91,863) | $ (91,148) |
Net loss per common share, basic and diluted | $ (1.21) | $ (1.26) | $ (1.40) | ||||||||
ASU 2014-09 | Adjustments | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Total revenue | $ 3,211 | ||||||||||
Loss from operations | 3,211 | ||||||||||
Net loss | $ 3,211 | ||||||||||
Net loss per common share, basic and diluted | $ 0.04 | ||||||||||
ASU 2014-09 | Balances Without the Adoption of Topic 606 | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Total revenue | $ 18,298 | ||||||||||
Loss from operations | (98,149) | ||||||||||
Net loss | $ (92,146) | ||||||||||
Net loss per common share, basic and diluted | $ (1.17) | ||||||||||
Collaboration and license revenue | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Total revenue | $ 15,087 | $ 17,109 | $ 50,593 | ||||||||
Collaboration and license revenue | ASU 2014-09 | Adjustments | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Total revenue | 3,211 | ||||||||||
Collaboration and license revenue | ASU 2014-09 | Balances Without the Adoption of Topic 606 | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Total revenue | $ 18,298 |
Basis of Presentation, Use of_8
Basis of Presentation, Use of Estimates and Recent Accounting Pronouncements - Summary of Impact of Adopting Topic 606 on Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | |||
Net loss | $ (95,357) | $ (91,863) | $ (91,148) |
Changes in operating assets and liabilities: | |||
Deferred revenue | 288 | $ (14,944) | $ (15,068) |
ASU 2014-09 | Adjustments | |||
Cash Flows from Operating Activities | |||
Net loss | 3,211 | ||
Changes in operating assets and liabilities: | |||
Deferred revenue | (3,211) | ||
ASU 2014-09 | Balances Without the Adoption of Topic 606 | |||
Cash Flows from Operating Activities | |||
Net loss | (92,146) | ||
Changes in operating assets and liabilities: | |||
Deferred revenue | $ (2,923) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Financial Assets: | ||
Financial Assets, fair value | $ 241,749 | $ 327,044 |
Financial Liabilities: | ||
Financial Liabilities, fair value | 998 | 7,588 |
Contingent Consideration Related To Acquisition | ||
Financial Liabilities: | ||
Financial Liabilities, fair value | 998 | 7,588 |
Money Market Funds | ||
Financial Assets: | ||
Financial Assets, fair value | 22,082 | 86,461 |
U.S. Government and Agency Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 59,001 | 108,076 |
Corporate Debt Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 70,964 | 58,496 |
Commercial Paper | ||
Financial Assets: | ||
Financial Assets, fair value | 89,702 | 74,011 |
Level 1 | ||
Financial Assets: | ||
Financial Assets, fair value | 22,082 | 86,461 |
Level 1 | Money Market Funds | ||
Financial Assets: | ||
Financial Assets, fair value | 22,082 | 86,461 |
Level 2 | ||
Financial Assets: | ||
Financial Assets, fair value | 219,667 | 240,583 |
Level 2 | U.S. Government and Agency Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 59,001 | 108,076 |
Level 2 | Corporate Debt Securities | ||
Financial Assets: | ||
Financial Assets, fair value | 70,964 | 58,496 |
Level 2 | Commercial Paper | ||
Financial Assets: | ||
Financial Assets, fair value | 89,702 | 74,011 |
Level 3 | ||
Financial Liabilities: | ||
Financial Liabilities, fair value | 998 | 7,588 |
Level 3 | Contingent Consideration Related To Acquisition | ||
Financial Liabilities: | ||
Financial Liabilities, fair value | $ 998 | $ 7,588 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets transferred from level 1 to level 2 | $ 0 | $ 0 |
Fair value assets transferred from level 2 to level 1 | 0 | 0 |
Fair value liabilities transferred from level 1 to level 2 | 0 | 0 |
Fair value liabilities transferred from level 2 to level 1 | 0 | 0 |
Fair value assets transferred into level 3 | 0 | 0 |
Fair value assets transferred out of level 3 | 0 | 0 |
Fair value liabilities transferred into level 3 | 0 | 0 |
Fair value liabilities transferred out of level 3 | 0 | 0 |
Fair Value, Measurements, Nonrecurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets measured at fair value on a nonrecurring basis | 0 | 0 |
Financial liabilities measured at fair value on a nonrecurring basis | 0 | $ 0 |
BioNovion Holding B.V. | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Payment of contingent consideration | $ 6,800,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Liabilities (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 7,588 | $ 4,032 |
Net increase in fair value upon revaluation | 635 | 2,824 |
Payment of contingent consideration | (6,803) | |
Foreign currency impact | (422) | 732 |
Ending balance | $ 998 | $ 7,588 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Estimated Value of Cash Equivalents and Marketable Securities and Gross Unrealized Holding Gains and Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | $ 126,313 | $ 157,614 |
Cash and cash equivalents, Unrealized losses | (3) | |
Cash and cash equivalents, Estimated Fair Value | 126,310 | 157,614 |
Marketable securities, Amortized cost | 151,735 | 192,399 |
Marketable securities, Unrealized gains | 19 | 1 |
Marketable securities, Unrealized losses | (191) | (297) |
Marketable securities, Estimated Fair Value | 151,563 | 192,103 |
Cash | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 36,124 | 22,673 |
Cash and cash equivalents, Estimated Fair Value | 36,124 | 22,673 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 22,082 | 86,461 |
Cash and cash equivalents, Estimated Fair Value | 22,082 | 86,461 |
Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 62,413 | 48,480 |
Cash and cash equivalents, Estimated Fair Value | 62,413 | 48,480 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, Amortized cost | 5,694 | |
Cash and cash equivalents, Unrealized losses | (3) | |
Cash and cash equivalents, Estimated Fair Value | 5,691 | |
Marketable securities, Amortized cost | 65,319 | 58,551 |
Marketable securities, Unrealized gains | 3 | 1 |
Marketable securities, Unrealized losses | (49) | (56) |
Marketable securities, Estimated Fair Value | 65,273 | 58,496 |
U.S. Government and Agency Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Amortized cost | 59,127 | 108,317 |
Marketable securities, Unrealized gains | 16 | |
Marketable securities, Unrealized losses | (142) | (241) |
Marketable securities, Estimated Fair Value | 59,001 | 108,076 |
Commercial paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Marketable securities, Amortized cost | 27,289 | 25,531 |
Marketable securities, Estimated Fair Value | $ 27,289 | $ 25,531 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Amortized Cost and Estimated Fair Value of Available-for-Sale Marketable Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Disclosures [Abstract] | ||
Mature in one year or less, Amortized cost | $ 140,316 | |
Mature after one year through two years, Amortized cost | 11,419 | |
Marketable securities, Amortized cost | 151,735 | $ 192,399 |
Mature in one year or less, Unrealized gains | 3 | |
Mature after one year through two years, Unrealized gains | 16 | |
Total available-for-sale marketable securities, Unrealized gains | 19 | 1 |
Mature in one year or less, Unrealized losses | (190) | |
Mature after one year through two years, Unrealized losses | (1) | |
Total available-for-sale marketable securities, Unrealized losses | (191) | (297) |
Mature in one year or less, Estimated Fair Value | 140,129 | |
Mature after one year through two years, Estimated Fair Value | 11,434 | |
Total available-for-sale marketable securities, Estimated Fair Value | $ 151,563 | $ 192,103 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 40,552 | $ 38,182 |
Less: accumulated depreciation | (11,395) | (7,097) |
Property and equipment, net | 29,157 | 31,085 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 26,961 | 27,102 |
Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,281 | 7,243 |
Computer and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,292 | 2,016 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,560 | 1,767 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,458 | $ 54 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation | $ 4.4 | $ 3.4 | $ 2 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Compensation and related benefits | $ 4,619 | $ 5,320 |
Professional and consulting services | 2,185 | 1,586 |
Accrued research expense | 1,859 | 1,763 |
Deferred rent | 653 | 434 |
Accrued property and equipment | 101 | 2,790 |
Other | 1,101 | 708 |
Total accrued expenses and other liabilities | $ 10,518 | $ 12,601 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 8,723 | $ 7,658 |
Foreign currency translation adjustment | (389) | 1,065 |
Ending Balance | $ 8,334 | $ 8,723 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | $ 11,318 | $ 11,847 |
Finite Lived Intangible Assets, Accumulated Amortization | 1,792 | 1,283 |
Finite Lived Intangible Assets, Net Book Value | 9,526 | 10,564 |
Indefinite-Lived Intangible Assets, Impairment | 4,017 | |
Intangible Assets, Gross Carrying Amount | 30,944 | 32,390 |
Intangible assets, Net Book Value | 25,135 | 31,107 |
License agreement | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Finite Lived Intangible Assets, Gross Carrying Amount | 11,318 | 11,847 |
Finite Lived Intangible Assets, Accumulated Amortization | 1,792 | 1,283 |
Finite Lived Intangible Assets, Net Book Value | 9,526 | 10,564 |
Acquired IPR&D assets | ||
Schedule Of Finite And Indefinite Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets, Gross Carrying Amount | 19,626 | $ 20,543 |
Indefinite-Lived Intangible Assets, Impairment | 4,017 | |
Indefinite-Lived Intangible Assets, Net Book Value | $ 15,609 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill And Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 584,000 | $ 559,000 | $ 549,000 |
Novartis | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangible assets, amortization period | 20 years | ||
Acquired IPR&D assets | |||
Goodwill And Intangible Assets [Line Items] | |||
Intangible Assets, Writedown | $ 4,000,000 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets Estimated Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,019 | $ 566 |
2,020 | 566 |
2,021 | 566 |
2,022 | 566 |
2,023 | $ 566 |
Collaboration Agreements - Addi
Collaboration Agreements - Additional Information (Details) - USD ($) | Sep. 25, 2018 | Apr. 30, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2018 |
Novartis Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payments received under collaboration agreement | $ 200,000,000 | $ 35,000,000 | $ 1,300,000 | |||||||
Novartis share of joint development costs | 38.00% | |||||||||
Period after first commercial sale of product on which Novartis' royalty obligation run on a country to country basis | 12 years | |||||||||
Transaction price allocated to combined performance obligation | $ 236,300,000 | |||||||||
Revenue recognized | 11,900,000 | $ 14,900,000 | $ 14,800,000 | |||||||
Deferred revenue | $ 176,700,000 | 163,000,000 | $ 176,700,000 | $ 176,700,000 | ||||||
Novartis Agreement | United States | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Collaborative arrangement profit share percentage | 50.00% | |||||||||
Novartis Agreement | European Countries and Japan | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Collaborative arrangement profit share percentage | 45.00% | |||||||||
Novartis Agreement | United States, Specified European Countries and /or Japan | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Collaborative Agreement, Obligations | With respect to the United States, specified European countries and/or Japan, the Company may elect for such region to either reduce by 50% or to eliminate in full the Company’s development and commercialization cost sharing obligation. If the Company elects to reduce its cost sharing percentage by 50% in any such region, then its profit share in such region will also be reduced by 50%. If the Company elects to eliminate its development cost sharing obligation, then such region will be removed from the profit share, and instead Novartis will owe the Company royalties on any net sales of product for such region, as described above. | |||||||||
Reduction percentage of development cost share | 50.00% | |||||||||
Reduction percentage of profit share | 50.00% | |||||||||
Novartis Agreement | Novartis | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Novartis share of joint development costs | 62.00% | |||||||||
Collaborative arrangement profit share percentage | 50.00% | |||||||||
Novartis Agreement | Maximum | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Development milestones amount eligible to receive | $ 215,000,000 | |||||||||
Regulatory approval milestones amount eligible to receive | $ 250,000,000 | |||||||||
Lilly Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Royalty payments receivable terms | Lilly is also obligated to pay the Company tiered royalty payments at percentages in the single to low-double digits based on annual net sales of the licensed products. Lilly must pay such royalties on a product-by-product and country-by-country basis until the latest to occur of (i) the expiration of the last-to-expire valid claim of certain patents, (ii) the expiration of the data exclusivity period in such country or (iii) a specified anniversary of the first commercial sale of such product in such country. | |||||||||
Lilly Agreement | Scenario Forecast | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payments received under collaboration agreement | $ 12,000,000 | |||||||||
Lilly Agreement | Maximum | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Milestone amount eligible to receive for products or product candidates | $ 620,000,000 | |||||||||
Merck License Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payments received under collaboration agreement | $ 3,000,000 | 2,000,000 | ||||||||
Remaining performance obligations | $ 0 | $ 0 | ||||||||
Merck License Agreement | Maximum | Product Candidate | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Milestone amount eligible to receive for products or product candidates | 307,000,000 | |||||||||
Merck License Agreement | Maximum | Product | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Milestone amount eligible to receive for products or product candidates | $ 135,000,000 | |||||||||
Janssen ADU-214 Agreement | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
License agreement, termination effective date | Dec. 24, 2018 | |||||||||
Janssen ADU-214 Agreement | Up Front License Fee | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payments received under collaboration agreement | 42,500,000 | |||||||||
Janssen ADU-214 Agreement | Development Milestone | ||||||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||||||
Payments received under collaboration agreement | $ 31,000,000 |
Research and Development and _2
Research and Development and License Agreements - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Oct. 31, 2016 | Jan. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2012 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Karagen Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Description of license agreement | The Karagen Agreement will expire, on a country-by-country basis, upon the expiration of the last-to- expire valid claim within the licensed patent rights. | ||||||
Termination period in case of breach of contract | 90 days | ||||||
License agreement termination notice period | 90 days | ||||||
UCB Vance Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Description of license agreement | The UCB Vance Agreement will continue in effect until the expiration of the last-to-expire valid claim within the licensed patent rights. | ||||||
Termination period in case of breach of contract | 90 days | ||||||
License agreement termination notice period | 90 days | ||||||
Future milestone payments | $ 1,800,000 | ||||||
Memorial Sloan Kettering Cancer Center Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Description of license agreement | The MSK Agreement will continue in effect until the expiration of the Company’s royalty obligations. | ||||||
Termination period in case of breach of contract | 90 days | ||||||
License agreement termination notice period | 30 days | ||||||
Upfront fees paid | $ 2,000,000 | $ 50,000 | |||||
Milestone payments subject to cap | $ 4,500,000 | ||||||
Expiration period of patent or regulatory | 10 years | ||||||
Maximum | Karagen Agreement | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Milestone Payments Payable | $ 900,000 | ||||||
Maximum | Memorial Sloan Kettering Cancer Center Agreement | Development and regulatory licensed product | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Milestone Payments Payable | $ 875,000 | ||||||
Maximum | Memorial Sloan Kettering Cancer Center Agreement | Commercialization licensed product | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Milestone Payments Payable | $ 4,500,000 | ||||||
Research and Development Expense | |||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||||
Upfront payments, milestone payments and sublicensing fees | $ 800,000 | $ 800,000 | $ 8,100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2018USD ($)ft²LeaseTermRenewalOption | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2015ft² | |
Operating Leased Assets [Line Items] | ||||
Total square footage of leased property | ft² | 25,000 | |||
Lease expiration date | Dec. 31, 2018 | |||
Security deposit | $ | $ 468,000 | $ 468,000 | ||
Rent expense | $ | $ 5,800,000 | $ 5,300,000 | $ 3,900,000 | |
Bank Of America Merrill Lynch | ||||
Operating Leased Assets [Line Items] | ||||
Letter of credit outstanding | $ | $ 468,000 | |||
Office/Laboratory Lease | ||||
Operating Leased Assets [Line Items] | ||||
Total square footage of leased property | ft² | 110,853 | |||
Description of lease | The Company began incurring rent expense when the landlord delivered possession | |||
Operating lease initial term | 13 years 6 months | |||
Lease expiration date | Dec. 31, 2029 | |||
Operating lease commencement date | 2016-03 | |||
Number of additional renewal terms | LeaseTerm | 2 | |||
Additional operating lease term | 5 years | |||
Office/Laboratory Lease | Sublease | ||||
Operating Leased Assets [Line Items] | ||||
Total square footage of leased property | ft² | 30,885 | |||
Lease expiration date | Dec. 31, 2020 | |||
Research and Development Facility | Netherlands | ||||
Operating Leased Assets [Line Items] | ||||
Operating leases term of expiration | 2020-12 | |||
Number of renewal options for operating leases | RenewalOption | 1 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Payments under the Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,019 | $ 5,519 |
2,020 | 5,669 |
2,021 | 5,332 |
2,022 | 5,460 |
2,023 | 5,570 |
Thereafter | 35,836 |
Total | $ 63,386 |
Common Stock - Schedule of Comm
Common Stock - Schedule of Common Share Reserved for Future Issuance (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 17,906,187 | |
Shares available for future stock option grants | 7,255,050 | 6,117,580 |
Options Issued and Outstanding | ||
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 8,986,010 | |
Restricted Stock Units (RSUs) | ||
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 1,600,218 | |
Common Stock Warrants | ||
Class Of Stock [Line Items] | ||
Common stock, capital shares reserved for future issuance | 64,909 |
Common Stock - Additional Infor
Common Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 20 Months Ended | |||
Aug. 31, 2017 | May 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | |
Class Of Stock [Line Items] | ||||||
Net proceeds from issuance of common stock, after deducting commissions and expenses payable | $ 78,991,000 | $ 36,806,000 | ||||
At-the-Market Offering | 2016 Sales Agreement | Cowen and Company, LLC | ||||||
Class Of Stock [Line Items] | ||||||
Commission on sales of common stock, percentage | 3.00% | |||||
Net proceeds from issuance of common stock, after deducting commissions and expenses payable | $ 60,500,000 | $ 97,300,000 | ||||
Issuance of common stock (in shares) | 5,823,789 | 8,350,018 | ||||
Amounts remaining for future sales | $ 0 | $ 0 | ||||
At-the-Market Offering | 2016 Sales Agreement | Cowen and Company, LLC | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Aggregate offering from offer and sale of common stock | $ 100,000,000 | |||||
At-the-Market Offering | 2017 Sales Agreement | Cowen and Company, LLC | ||||||
Class Of Stock [Line Items] | ||||||
Commission on sales of common stock, percentage | 3.00% | |||||
Net proceeds from issuance of common stock, after deducting commissions and expenses payable | $ 18,500,000 | |||||
Issuance of common stock (in shares) | 0 | 1,670,649 | ||||
Aggregate offering available for issuance of common stock | $ 81,500,000 | |||||
At-the-Market Offering | 2017 Sales Agreement | Cowen and Company, LLC | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Aggregate offering from offer and sale of common stock | $ 100,000,000 |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Issued and Outstanding (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 64,909 | 69,378 |
Warrants Issued In November 2008 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 1,152 | |
Issuance Date | Nov. 30, 2008 | |
Exercise Price per Share | $ 34.73 | |
Terms (Years) | 10 years | |
Warrants Issued In January 2009 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 720 | 720 |
Issuance Date | Jan. 31, 2009 | |
Exercise Price per Share | $ 34.73 | |
Terms (Years) | 10 years 9 months 18 days | |
Warrants Issued In February 2009 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 288 | 288 |
Issuance Date | Feb. 28, 2009 | |
Exercise Price per Share | $ 34.73 | |
Terms (Years) | 10 years | |
Warrants Issued In March 2009 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 360 | 360 |
Issuance Date | Mar. 31, 2009 | |
Exercise Price per Share | $ 34.73 | |
Terms (Years) | 10 years | |
Warrants Issued In April 2009 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 144 | 144 |
Issuance Date | Apr. 30, 2009 | |
Exercise Price per Share | $ 34.73 | |
Terms (Years) | 10 years | |
Warrants Issued In July 2009 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 13,235 | 13,235 |
Issuance Date | Jul. 31, 2009 | |
Exercise Price per Share | $ 1.89 | |
Terms (Years) | 10 years | |
Warrants Issued In April 2011 (1) | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 2,400 | 2,400 |
Issuance Date | Apr. 30, 2011 | |
Exercise Price per Share | $ 1.88 | |
Terms (Years) | 10 years | |
Warrants Issued In April 2011 (2) | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 19,867 | 19,867 |
Issuance Date | Apr. 30, 2011 | |
Exercise Price per Share | $ 0.01 | |
Terms (Years) | 10 years | |
Warrants Issued In October 2011 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 6,031 | 6,031 |
Issuance Date | Oct. 31, 2011 | |
Exercise Price per Share | $ 0.01 | |
Terms (Years) | 9 years 6 months | |
Warrants Issued In September 2013 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 19,078 | 22,395 |
Issuance Date | Sep. 30, 2013 | |
Exercise Price per Share | $ 0.02 | |
Terms (Years) | 10 years | |
Warrants Issued In December 2013 | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Outstanding | 2,786 | 2,786 |
Issuance Date | Dec. 31, 2013 | |
Exercise Price per Share | $ 0.02 | |
Terms (Years) | 10 years |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) - USD ($) | Jan. 02, 2018 | Feb. 28, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Apr. 30, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares issuable increased during the period | 3,109,448 | |||||
Number of shares available for future grant | 7,255,050 | 6,117,580 | ||||
Number of options outstanding | 8,986,010 | 9,076,018 | ||||
Aggregate intrinsic value of options exercised | $ 9,100,000 | $ 19,200,000 | $ 12,200,000 | |||
Weighted-average grant-date fair value of employee options granted | $ 3.96 | $ 6.91 | $ 8.01 | |||
Weighted-average remaining contractual life, exercisable options | 5 years 4 months 24 days | |||||
Weighted-average remaining contractual life, vested and expected to vest | 6 years 7 months 6 days | |||||
Weighted-average remaining contractual life, options outstanding | 6 years 7 months 6 days | 6 years 9 months 18 days | 7 years 6 months | |||
Unrecognized compensation expense | $ 15,800,000 | |||||
Weighted-average period of unrecognized compensation expense | 2 years 7 months 6 days | |||||
Shares purchased by employees, value | $ 529,000 | $ 828,000 | $ 835,000 | |||
Expected dividend yield | 0.00% | |||||
Stock-based compensation related to options granted | $ 17,474,000 | 16,376,000 | 15,006,000 | |||
Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation related to options granted | 11,500,000 | 11,400,000 | 10,000,000 | |||
Non Employees | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation | $ 209,000 | $ 489,000 | $ 438,000 | |||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average period of unrecognized compensation expense | 3 years 1 month 6 days | |||||
Unrecognized stock-based compensation expense related to RSUs | $ 12,500,000 | |||||
Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of exercise price to fair market value common stock on grant date | 100.00% | |||||
Stock option expiration period | 10 years | |||||
2015 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares reserved for issuance | 6,134,292 | |||||
Percentage of shares issued on common stock outstanding | 4.00% | |||||
Common Stock Issuance Description | shares issuable under the 2015 Plan to the lower of (i) 4% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. | |||||
Shares issuable increased during the period | 3,109,448 | |||||
Number of shares available for future grant | 7,255,050 | |||||
2009 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Shares issuable increased during the period | 360,000 | |||||
Number of options outstanding | 3,441,523 | |||||
2015 ESPP | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares reserved for issuance | 720,000 | |||||
Percentage of shares issued on common stock outstanding | 1.00% | |||||
Common Stock Issuance Description | shares issuable under the 2015 ESPP to the lower of (i) 1% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or (ii) a lower number determined by the board of directors. | |||||
Shares issuable increased during the period | 0 | |||||
Number of shares available for future grant | 1,681,668 | |||||
Unrecognized compensation expense | $ 96,000 | |||||
Weighted-average period of unrecognized compensation expense | 4 months 24 days | |||||
Shares purchased by employees | 111,321 | |||||
Shares purchased by employees, value | $ 529,000,000 | |||||
More Than 10% Voting Shares | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock option expiration period | 5 years | |||||
More Than 10% Voting Shares | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of exercise price to fair market value common stock on grant date | 110.00% |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Shares Available for Grant, Beginning balance | 6,117,580 | |
Options Outstanding, Shares Available for Grant, Authorized | 3,109,448 | |
Options Outstanding, Shares Available for Grant, RSU granted, net | (480,048) | |
Options Outstanding, Shares Available for Grant, Granted | (3,309,250) | |
Options Outstanding, Shares Available for Grant, Canceled | 1,817,320 | |
Options Outstanding, Shares Available for Grant, Ending balance | 7,255,050 | 6,117,580 |
Options Outstanding, Number of Options, Beginning balance | 9,076,018 | |
Options Outstanding, Number of Options, Granted | 3,309,250 | |
Options Outstanding, Number of Options, Exercised | (1,404,422) | |
Options Outstanding, Number of Options, Canceled | (1,994,836) | |
Options Outstanding, Number of Options, Ending balance | 8,986,010 | 9,076,018 |
Options Outstanding, Number Options, Options exercisable | 5,864,229 | |
Options Outstanding, Number of Options, Options vested and expected to vest | 8,835,382 | |
Options Outstanding, Weighted-Average Exercise Price, Beginning balance | $ 8.04 | |
Options Outstanding, Weighted-Average Exercise Price, Granted | 6.09 | |
Options Outstanding, Weighted-Average Exercise Price, Exercised | 1.04 | |
Options Outstanding, Weighted-Average Exercise Price, Canceled | 11.97 | |
Options Outstanding, Weighted-Average Exercise Price, Ending balance | 7.54 | $ 8.04 |
Options Outstanding, Weighted-Average Exercise Price, Options exercisable | 7.23 | |
Options Outstanding, Weighted-Average Exercise Price, Options vested and expected to vest | $ 7.55 | |
Options Outstanding, Aggregate Intrinsic Value, Balance | $ 5,458 | $ 32,256 |
Options Outstanding, Aggregate Intrinsic Value, Options exercisable-December 31, 2017 | 5,425 | |
Options Outstanding, Aggregate Intrinsic Value, Options vested and expected to vest-December 31, 2017 | $ 5,458 |
Equity Incentive Plans - Sche_2
Equity Incentive Plans - Schedule of Stock Option Plan Activity (Parenthetical) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Number of canceled options excluded | 177,516 | 253,611 | 52,463 |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Restricted Stock Unit or RSU Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Stock Units, Beginning balance | shares | 1,436,623 |
Number of Restricted Stock Units, Granted | shares | 1,089,450 |
Number of Restricted Stock Units, Vested | shares | (316,453) |
Number of Restricted Stock Units, Canceled/forfeited | shares | (609,402) |
Number of Restricted Stock Units, Ending balance | shares | 1,600,218 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance | $ / shares | $ 11.47 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 6.94 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 11.57 |
Weighted-Average Grant Date Fair Value Per Share, Canceled/forfeited | $ / shares | 10.28 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance | $ / shares | $ 8.81 |
Equity Incentive Plans - Sche_3
Equity Incentive Plans - Schedule of Black-Scholes Option-Pricing Model (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Dividend yield | 0.00% | ||
Minimum | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 5 years 3 months 18 days | 5 years 3 months 18 days | 5 years 3 months 18 days |
Volatility | 70.50% | 71.80% | 72.30% |
Risk-free interest rate | 2.38% | 1.78% | 1.25% |
Minimum | Non Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years | 6 years 8 months 12 days | 6 years |
Volatility | 70.50% | 72.20% | 72.80% |
Risk-free interest rate | 2.66% | 2.24% | 1.35% |
Maximum | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | 6 years 6 months | 6 years 1 month 6 days |
Volatility | 71.70% | 74.10% | 74.50% |
Risk-free interest rate | 3.08% | 2.25% | 2.07% |
Maximum | Non Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 9 years 8 months 12 days | 10 years | 9 years 7 months 6 days |
Volatility | 71.70% | 73.00% | 74.30% |
Risk-free interest rate | 3.19% | 2.45% | 2.48% |
2015 ESPP | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Volatility | 62.50% | 49.30% | |
Risk-free interest rate | 2.37% | 1.39% | |
2015 ESPP | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility | 73.80% | ||
Risk-free interest rate | 0.38% | ||
2015 ESPP | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility | 74.40% | ||
Risk-free interest rate | 0.62% |
Equity Incentive Plans - Summ_2
Equity Incentive Plans - Summary of Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 17,474 | $ 16,376 | $ 15,006 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 9,745 | 9,205 | 9,131 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 7,729 | $ 7,171 | $ 5,875 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (77,066) | $ (76,503) | $ (56,237) |
Foreign | (19,074) | (26,724) | (13,447) |
Loss before income tax | $ (96,140) | $ (103,227) | $ (69,684) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax (benefit) provision: | |||
Federal | $ (637) | $ (17,544) | $ 28,759 |
Total | (637) | (17,544) | 28,759 |
Deferred income tax provision (benefit): | |||
Federal | 6,319 | (6,319) | |
Foreign | (146) | (139) | (976) |
Total | (146) | 6,180 | (7,295) |
Total income tax (benefit) provision | $ (783) | $ (11,364) | $ 21,464 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Expected provision at statutory rate federal rate | (21.00%) | (35.00%) | (35.00%) |
U.S. tax credits | (2.80%) | (6.40%) | (43.80%) |
Add back of Orphan Drug Credit | 1.40% | 7.40% | |
Incentive stock option compensation | 1.30% | (3.20%) | 3.80% |
Tax Cuts and Jobs Act impact | 29.00% | ||
Other | (2.60%) | (0.40%) | (0.60%) |
Foreign income tax rate differential | 0.50% | 3.40% | 2.40% |
Change in valuation allowance | 23.80% | 0.20% | 96.60% |
Total | (0.80%) | (11.00%) | 30.80% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
Effective tax rate | (0.80%) | (11.00%) | 30.80% |
Valuation allowance, deferred tax asset, increase, amount | $ 26,200,000 | $ 8,700,000 | |
Effective Income Tax Rate Reconciliation At Federal Statutory Income Tax Rate | 21.00% | 35.00% | 35.00% |
Tax cuts and jobs act of 2017, change in tax rate, deferred tax asset | $ 26,500,000 | ||
Tax cuts and jobs act of 2017, change in tax rate, change in valuation allowance | 26,500,000 | ||
Tax cuts and jobs act of 2017, deferred tax expense recognized due to inability to carryback existing temporary differences | $ 3,400,000 | ||
Tax cuts and jobs act of 2017, losses carryback period | 2 years | ||
Amount of unrecognized tax benefits that would, if recognized, affect effective tax rate | $ 800,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | ||
State | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 64,400,000 | ||
Operating loss carryforwards expiration year | 2,033 | ||
Tax credit carryforwards | $ 7,900,000 | ||
State | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2015 | ||
State | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2017 | ||
Foreign | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 49,900,000 | ||
Operating loss carryforwards expiration year | 2,025 | ||
U.S. Federal Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards | $ 102,800,000 | ||
Operating loss carryforwards expiration year | 2,027 | ||
Tax credit carryforwards | $ 39,600,000 | ||
Tax credit carryforward expiration year | 2,034 | ||
Tax credit carryforwards period | 20 years | ||
U.S. Federal Tax Authority | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2015 | ||
U.S. Federal Tax Authority | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Open tax year | Dec. 31, 2017 | ||
California Tax Authority | |||
Income Tax Contingency [Line Items] | |||
Tax assessment additional period | 5 years |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 38,562 | $ 16,847 |
Tax credits | 41,193 | 37,656 |
Stock-based compensation | 6,326 | 5,030 |
Deferred revenue | 34,897 | 35,604 |
Accruals and reserves | 3,659 | 3,378 |
Gross deferred tax assets | 124,637 | 98,515 |
Valuation allowance | (119,451) | (93,227) |
Total deferred tax assets | 5,186 | 5,288 |
Deferred tax liabilities: | ||
Tangible assets | (3,728) | (3,871) |
Intangible assets | (7,562) | (7,955) |
Total deferred tax liabilities | (11,290) | (11,826) |
Net deferred tax liabilities | $ (6,104) | $ (6,538) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Balance at beginning of year | $ 4,090 | $ 2,508 |
Additions based on tax positions related to prior year | 3 | 293 |
Reductions based on tax positions related to prior year | (7) | |
Additions based on tax positions related to current year | 1,120 | 1,289 |
Balance at end of year | $ 5,206 | $ 4,090 |
Net Loss per Common Share - Sch
Net Loss per Common Share - Schedule of Potentially Dilutive Securities not Included in Calculation of Diluted Per Common Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per common share | 10,651,137 | 10,582,019 | 11,444,977 |
Options to Purchase Common Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per common share | 8,986,010 | 9,076,018 | 10,690,156 |
Common Stock Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per common share | 64,909 | 69,378 | 97,621 |
Restricted Stock Awards | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Potential dilutive securities excluded from diluted net loss per common share | 1,600,218 | 1,436,623 | 657,200 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 2,758 | $ 3,063 | $ 2,639 | $ 6,627 | $ 3,756 | $ 3,794 | $ 5,917 | $ 3,772 | $ 15,087 | $ 17,239 | $ 50,681 |
Net loss | $ (26,320) | $ (23,146) | $ (24,397) | $ (21,494) | $ (26,131) | $ (24,520) | $ (19,400) | $ (21,812) | $ (95,357) | $ (91,863) | $ (91,148) |
Net loss per common share, basic | $ (0.33) | $ (0.29) | $ (0.31) | $ (0.28) | $ (0.34) | $ (0.33) | $ (0.27) | $ (0.32) | |||
Net loss per common share, diluted | $ (0.33) | $ (0.29) | $ (0.31) | $ (0.28) | $ (0.34) | $ (0.33) | $ (0.27) | $ (0.32) |