Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 06, 2019 | Dec. 07, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Moderna, Inc. | ||
Entity Central Index Key | 0001682852 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 329,000,469 | ||
Entity Public Float | $ 4.3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 658,364 | $ 134,859 |
Investments | 863,063 | 621,170 |
Accounts receivable | 11,686 | 11,881 |
Accounts receivable from affiliate (Note 14) | 899 | 1,536 |
Prepaid expenses and other current assets | 28,399 | 12,826 |
Restricted cash | 595 | 951 |
Total current assets | 1,563,006 | 783,223 |
Investments, non-current | 172,990 | 145,851 |
Property and equipment, net | 211,977 | 139,031 |
Restricted cash, non-current | 11,532 | 11,798 |
Other non-current assets | 2,644 | 4,586 |
Total assets | 1,962,149 | 1,084,489 |
Current liabilities: | ||
Accounts payable | 31,210 | 20,725 |
Accrued liabilities | 79,073 | 72,715 |
Deferred revenue | 109,056 | 96,739 |
Other current liabilities | 3,464 | 1,282 |
Total current liabilities | 222,803 | 191,461 |
Deferred revenue, non-current | 165,352 | 242,929 |
Deferred lease obligation, non-current | 10,006 | 7,586 |
Lease financing obligation | 33,489 | 15,687 |
Other non-current liabilities | 258 | 1,530 |
Total liabilities | 431,908 | 459,193 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock, par value $0.0001; 0 and 448,686,791 shares authorized as of December 31, 2018 and 2017, respectively; 0 and 448,686,791 shares issued and outstanding as of December 31, 2018 and 2017, respectively; aggregate liquidation preference of $0 and $1,209,940 as of December 31, 2018 and 2017, respectively | 0 | 1,176,661 |
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value; 162,000,000 and 0 shares authorized at December 31, 2018 and 2017, respectively; 0 shares issued or outstanding at December 31, 2018 and 2017 | 0 | 0 |
Common stock, par value $0.0001; 1,600,000,000 and 696,581,112 shares authorized as of December 31, 2018 and 2017, respectively; 328,798,904 and 65,206,999 shares issued and outstanding as of December 31, 2018 and 2017, respectively | 33 | 6 |
Additional paid-in capital | 2,538,155 | 71,679 |
Accumulated other comprehensive loss | (1,320) | (1,157) |
Accumulated deficit | (1,006,627) | (621,893) |
Total stockholders’ equity (deficit) | 1,530,241 | (551,365) |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 1,962,149 | $ 1,084,489 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Redeemable convertible preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 0 | 448,686,791 |
Redeemable convertible preferred stock, shares issued | 0 | 448,686,791 |
Redeemable convertible preferred stock, shares outstanding | 0 | 448,686,791 |
Redeemable convertible preferred stock, aggregate liquidation preference | $ 0 | $ 1,209,940 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 162,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,600,000,000 | 696,581,112 |
Common stock, shares issued | 328,798,904 | 65,206,999 |
Common stock, shares outstanding | 328,798,904 | 65,206,999 |
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 | $ 135,068 | $ 205,825 | $ 108,396 |
Operating expenses: | |||
Research and development | 454,082 | 410,459 | 274,717 |
General and administrative | 94,252 | 64,722 | 57,450 |
Total operating expenses | 548,334 | 475,181 | 332,167 |
Loss from operations | (413,266) | (269,356) | (223,771) |
Interest income | 27,023 | 15,235 | 11,312 |
Other income (expense), net | 1,835 | (1,875) | (2,709) |
Loss before provision for (benefit from) income taxes | (384,408) | (255,996) | (215,168) |
Provision for (benefit from) income taxes | 326 | (80) | 1,043 |
Net loss | (384,734) | (255,916) | (216,211) |
Reconciliation of net loss to net loss attributable to common stockholders: | |||
Premium paid on repurchase of preferred stock | (4,127) | 0 | 0 |
Accretion of redeemable convertible preferred units to redemption value | 0 | 0 | (8,663) |
Cumulative preferred stock dividends | (12,996) | (13,925) | (5,440) |
Net loss attributable to common stockholders | $ (401,857) | $ (269,841) | $ (230,314) |
Net loss per share attributable to common stockholders, basic and diluted (usd per share) | $ (4.95) | $ (4.18) | $ (3.79) |
Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted | 81,114,183 | 64,497,544 | 60,747,426 |
Collaboration revenue | |||
Revenue: | |||
Total revenue | $ 76,519 | $ 146,953 | $ 69,109 |
Collaboration revenue from affiliate | |||
Revenue: | |||
Total revenue | 45,993 | 30,021 | 32,427 |
Grant revenue | |||
Revenue: | |||
Total revenue | $ 12,556 | $ 28,851 | $ 6,860 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||
Net loss | $ (384,734) | $ (255,916) | $ (216,211) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Stock-based compensation | 72,565 | 40,055 | 39,360 |
Depreciation and amortization | 24,862 | 20,537 | 15,114 |
Amortization of investment premiums and discounts | (1,866) | 1,086 | 2,478 |
Loss on disposal of property and equipment | 891 | 0 | 0 |
Changes in assets and liabilities: | |||
Accounts receivable | 195 | 1,476 | (8,642) |
Accounts receivable from affiliate (Note 14) | 637 | (1,370) | 60,979 |
Prepaid expenses and other assets | (5,289) | 579 | (7,887) |
Accounts payable | 15,017 | (12,766) | 5,993 |
Accrued liabilities | 8,787 | 34,369 | 5,328 |
Deferred revenue | (65,260) | (162,321) | 164,129 |
Deferred lease obligation | 2,420 | 2,932 | 3,828 |
Other liabilities | 910 | (145) | 1,977 |
Deferred income taxes | 0 | 0 | 288 |
Net cash (used in) provided by operating activities | (330,865) | (331,484) | 66,734 |
Investing activities | |||
Purchases of marketable securities | (1,227,709) | (727,203) | (1,415,461) |
Proceeds from maturities of marketable securities | 783,373 | 800,438 | 675,200 |
Proceeds from sales of marketable securities | 177,008 | 402,530 | 133,700 |
Purchases of property and equipment | (105,766) | (58,401) | (33,144) |
Decrease (increase) in restricted cash | 622 | (1,269) | (8,902) |
Net cash (used in) provided by investing activities | (372,472) | 416,095 | (648,607) |
Financing activities | |||
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 661,111 | 0 | 473,532 |
Proceeds from initial public offering of common stock, net of issuance costs | 563,026 | 0 | 0 |
Repurchases of redeemable convertible preferred stock | (8,182) | 0 | 0 |
Repurchases of redeemable convertible preferred stock | 0 | (1,483) | (633) |
Proceeds from issuance of common stock through equity plans | 1,427 | 212 | 11 |
Reimbursement of assets under financing lease obligation | 11,635 | 2,724 | 0 |
Payments on financing lease obligation | (2,175) | (1,285) | 0 |
Net cash provided by financing activities | 1,226,842 | 168 | 472,910 |
Net increase (decrease) in cash and cash equivalents | 523,505 | 84,779 | (108,963) |
Cash and cash equivalents, beginning of year | 134,859 | 50,080 | 159,043 |
Cash and cash equivalents, end of year | 658,364 | 134,859 | 50,080 |
Supplemental cash flow information | |||
Income taxes paid | 294 | 398 | 905 |
Interest in connection with financing lease obligation | 2,998 | 0 | 0 |
Non-cash investing and financing activities | |||
Issuance costs included in accounts payable and accrued liabilities | 2,638 | 152 | 89 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 12,892 | 19,959 | 10,014 |
Leasehold improvements included in prepaid and other current assets | 10,089 | 1,748 | 0 |
Lease financing obligation (Note 7) | 10,089 | 1,748 | 12,500 |
Dividends and accretion of redeemable convertible preferred units | 0 | 0 | 8,663 |
Tax distributions to members included in accounts payable and accrued liabilities | $ 0 | $ 0 | $ 1,464 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (384,734) | $ (255,916) | $ (216,211) |
Other comprehensive (loss) income: | |||
Unrealized (loss) gain on available-for-sale debt securities | (132) | (342) | 223 |
Less: Amounts recognized for net realized (gain) included in net loss | (31) | (412) | (60) |
Total other comprehensive (loss) income | (163) | (754) | 163 |
Comprehensive loss | $ (384,897) | $ (256,670) | $ (216,048) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Total | Series F Redeemable Convertible Preferred Stock | Series G Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Units | Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockSeries F Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockSeries G Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockSeries H Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockSeries D Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred StockSeries E Redeemable Convertible Preferred Stock | Common Units | Common Stock | Additional Paid-In Capital | Additional Paid-In CapitalSeries G Redeemable Convertible Preferred Stock | Additional Paid-In CapitalSeries D Redeemable Convertible Preferred Stock | Additional Paid-In CapitalSeries E Redeemable Convertible Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated (Deficit) Equity |
Balance at beginning of period (in shares) at Dec. 31, 2015 | 394,685,560 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Balance at beginning of period at Dec. 31, 2015 | $ 695,574,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Accretion of redeemable convertible preferred units | 8,663,000 | |||||||||||||||||||
Distribution to unit holders | $ (1,108,000) | |||||||||||||||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | (394,685,560) | 394,685,550 | ||||||||||||||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ (703,129,000) | $ 703,129,000 | ||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 54,001,241 | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 473,532,000 | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2016 | 0 | 448,686,791 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2016 | $ 0 | $ 1,176,661,000 | ||||||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2015 | 59,121,793 | 0 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2015 | $ (149,760,000) | $ 6,000 | $ 0 | $ 7,000 | $ (566,000) | $ (149,207,000) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of restricted common stock (in shares) | 143,348 | 4,291,916 | ||||||||||||||||||
Vesting of restricted common stock | 0 | 300,000 | (300,000) | |||||||||||||||||
Exercise of options to purchase common stock (in shares) | 18,348 | 4,816 | ||||||||||||||||||
Exercise of options to purchase common stock | $ 6,000 | $ 5,000 | ||||||||||||||||||
Accretion of redeemable convertible preferred units | (8,663,000) | (8,663,000) | ||||||||||||||||||
Distribution to unit holders | (363,000) | (363,000) | ||||||||||||||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | (59,283,489) | 59,244,956 | ||||||||||||||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ (6,000) | $ 6,000 | ||||||||||||||||||
Stock-based compensation | 40,013,000 | 40,013,000 | ||||||||||||||||||
Unrealized gain (loss) on marketable securities | 163,000 | 163,000 | ||||||||||||||||||
Net loss | (216,211,000) | (216,211,000) | ||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2016 | 0 | 63,541,688 | ||||||||||||||||||
Balance at end of period at Dec. 31, 2016 | $ (334,810,000) | $ 0 | $ 6,000 | 31,305,000 | (403,000) | (365,718,000) | ||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2015 | 394,685,560 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Balance at beginning of period at Dec. 31, 2015 | $ 695,574,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 394,685,550 | 63,291,156 | 81,428,340 | |||||||||||||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 703,129,000 | $ 164,059,000 | $ 501,880,000 | |||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 54,001,241 | |||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 473,532,000 | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2017 | 448,686,791 | 54,001,241 | 63,291,156 | 81,428,340 | 448,686,791 | 54,001,241 | 0 | 0 | 63,291,156 | 81,428,340 | ||||||||||
Balance at end of period at Dec. 31, 2017 | $ 1,176,661,000 | $ 473,532,000 | $ 164,059,000 | $ 501,880,000 | $ 1,176,661,000 | $ 473,532,000 | $ 0 | $ 0 | $ 164,059,000 | $ 501,880,000 | ||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2015 | 59,121,793 | 0 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2015 | (149,760,000) | $ 6,000 | $ 0 | 7,000 | (566,000) | (149,207,000) | ||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2017 | 65,206,999 | |||||||||||||||||||
Balance at end of period at Dec. 31, 2017 | (551,365,000) | $ 6,000 | 71,679,000 | (1,157,000) | (621,893,000) | |||||||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2016 | 0 | 448,686,791 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2016 | $ 0 | $ 1,176,661,000 | ||||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Accretion of redeemable convertible preferred units | $ 0 | |||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2017 | 448,686,791 | 54,001,241 | 63,291,156 | 81,428,340 | 448,686,791 | 54,001,241 | 0 | 0 | 63,291,156 | 81,428,340 | ||||||||||
Balance at end of period at Dec. 31, 2017 | $ 1,176,661,000 | $ 473,532,000 | $ 164,059,000 | $ 501,880,000 | $ 1,176,661,000 | $ 473,532,000 | $ 0 | $ 0 | $ 164,059,000 | $ 501,880,000 | ||||||||||
Balance at beginning of period (in shares) at Dec. 31, 2016 | 0 | 63,541,688 | ||||||||||||||||||
Balance at beginning of period at Dec. 31, 2016 | (334,810,000) | $ 0 | $ 6,000 | 31,305,000 | (403,000) | (365,718,000) | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of restricted common stock (in shares) | 1,644,769 | |||||||||||||||||||
Exercise of options to purchase common stock (in shares) | 20,542 | |||||||||||||||||||
Exercise of options to purchase common stock | 212,000 | 212,000 | ||||||||||||||||||
Redeemable convertible preferred stock issuance costs | (152,000) | (152,000) | ||||||||||||||||||
Stock-based compensation | 40,055,000 | 40,314,000 | (259,000) | |||||||||||||||||
Unrealized gain (loss) on marketable securities | (754,000) | (754,000) | ||||||||||||||||||
Net loss | (255,916,000) | (255,916,000) | ||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2017 | 65,206,999 | |||||||||||||||||||
Balance at end of period at Dec. 31, 2017 | (551,365,000) | $ 6,000 | 71,679,000 | (1,157,000) | (621,893,000) | |||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 55,666,004 | 5,000,000 | ||||||||||||||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 549,413,000 | $ 111,546,000 | ||||||||||||||||||
Repurchase of redeemable convertible preferred stock (in shares) | (269,180) | (544,100) | ||||||||||||||||||
Repurchase of redeemable convertible preferred stock | $ (704,000) | $ (3,355,000) | ||||||||||||||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (508,539,515) | (54,001,241) | (55,666,004) | (5,000,000) | (63,021,976) | (80,884,240) | 236,012,913 | |||||||||||||
Conversion of redeemable convertible preferred stock into common stock | $ 1,833,561,000 | $ (1,833,561,000) | $ (473,532,000) | $ (549,413,000) | $ (111,546,000) | $ (163,355,000) | $ (498,525,000) | $ 24,000 | 1,833,537,000 | |||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||
Balance at end of period at Dec. 31, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||
Vesting of restricted common stock (in shares) | 856,135 | |||||||||||||||||||
Redeemable convertible preferred stock | $ 51,000 | $ (2,009,000) | $ (2,118,000) | $ 51,000 | $ (2,009,000) | $ (2,118,000) | ||||||||||||||
Exercise of options to purchase common stock (in shares) | 446,864 | 446,864 | ||||||||||||||||||
Exercise of options to purchase common stock | $ 1,427,000 | 1,427,000 | ||||||||||||||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (508,539,515) | (54,001,241) | (55,666,004) | (5,000,000) | (63,021,976) | (80,884,240) | 236,012,913 | |||||||||||||
Conversion of redeemable convertible preferred stock into common stock | 1,833,561,000 | $ (1,833,561,000) | $ (473,532,000) | $ (549,413,000) | $ (111,546,000) | $ (163,355,000) | $ (498,525,000) | $ 24,000 | 1,833,537,000 | |||||||||||
Proceeds of initial public offering, net of issuance costs of $41,322 (in shares) | 26,275,993 | |||||||||||||||||||
Proceeds of initial public offering, net of issuance costs of $41,322 | 563,026,000 | $ 3,000 | 563,023,000 | |||||||||||||||||
Stock-based compensation | 72,565,000 | 72,565,000 | ||||||||||||||||||
Unrealized gain (loss) on marketable securities | (163,000) | (163,000) | ||||||||||||||||||
Net loss | (384,734,000) | (384,734,000) | ||||||||||||||||||
Balance at end of period (in shares) at Dec. 31, 2018 | 328,798,904 | |||||||||||||||||||
Balance at end of period at Dec. 31, 2018 | $ 1,530,241,000 | $ 33,000 | $ 2,538,155,000 | $ (1,320,000) | $ (1,006,627,000) |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | Aug. 10, 2016 | May 31, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2016 |
Issuance costs | $ 41,322 | ||||
Series F Redeemable Convertible Preferred Stock | |||||
Issuance costs | $ 600 | $ 599 | |||
Series G Redeemable Convertible Preferred Stock | |||||
Issuance costs | $ 10,500 | 10,517 | |||
Series H Redeemable Convertible Preferred Stock | |||||
Issuance costs | $ 400 | $ 474 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Moderna, Inc. is a Delaware Corporation, incorporated under the laws of the State of Delaware on July 22, 2016 (collectively, with its consolidated subsidiaries, any of Moderna, Company, we, us or our). In August 2018, we changed our name from Moderna Therapeutics, Inc. to Moderna, Inc. We are the successor in interest to Moderna LLC, a limited liability company formed under the laws of the State of Delaware in 2013. Our principal executive office is located at 200 Technology Square, Cambridge, MA. We are creating a new generation of potentially transformative medicines based on messenger RNA (mRNA), to improve the lives of patients. Since inception, we have incurred significant net losses, which were $384.7 million , $255.9 million , and $216.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 , we had an accumulated deficit of $1.0 billion . We expect to continue to incur significant expenses and operating losses for the foreseeable future. In addition, we anticipate that our expenses will increase significantly in connection with our ongoing activities to support our platform research, drug discovery and clinical development, infrastructure and Research Engine and Early Development engine, digital infrastructure, creation of a portfolio of intellectual property, and administrative support. We do not expect to generate significant revenue from sales of potential mRNA medicines unless and until we successfully complete clinical development and obtain regulatory approval for one or more of our investigational medicines. If we seek to obtain regulatory approval for any of our investigational medicines, we expect to incur significant commercialization expenses. As a result, we will need substantial additional funding to support our continued operations and pursue our growth strategy. Until we can generate significant revenue from potential mRNA medicines, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings, government funding arrangements, strategic alliances and marketing, distribution and licensing arrangements. We may be unable to raise additional funds or enter into such other agreements on favorable terms, or at all. If we fail to raise capital or enter into such agreements as, and when, needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our programs. We believe that our cash, cash equivalents, and investments as of December 31, 2018 will be sufficient to enable us to fund our projected operations through at least the next 12 months. Because of the numerous risks and uncertainties associated with pharmaceutical development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenues from the sale of our medicines, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce our operations. Initial public offering On December 11, 2018, we completed our initial public offering (IPO), whereby we sold 26,275,993 shares of common stock at a price of $23.00 per share. The aggregate net proceeds received by us from the IPO were $563.0 million , net of underwriting discounts and commissions of $33.2 million and offering expenses of $8.1 million payable by us. Upon the closing of the IPO, all of the outstanding shares of our redeemable convertible preferred stock were converted into 236,012,913 shares of the common stock. As of December 31, 2018 , we did not have any convertible preferred stock issued or outstanding. Reverse Stock Split On November 27, 2018, we effected a 1-for-2.18 reverse stock split of our common stock. Stockholders entitled to fractional shares as a result of the reverse stock split received a cash payment in lieu of receiving fractional shares. All share and per share data in the consolidated financial statements and notes to the consolidated financial statements have been retrospectively revised to reflect the reverse stock split. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately reduced and the respective exercise prices, if applicable, were proportionately increased in accordance with the terms of the appropriate securities agreements. Shares of common stock reserved for issuance upon the conversion of our redeemable convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. Reorganization On August 10, 2016, we completed a series of reorganizational transactions (the 2016 Reorganization). As part of the transactions: (i) each issued and outstanding redeemable convertible preferred unit and common unit of Moderna LLC as of the date of the 2016 Reorganization was exchanged for shares of redeemable convertible preferred stock and common stock, respectively, of Moderna Therapeutics, Inc.; (ii) previously outstanding incentive units of Moderna LLC were exchanged for shares of restricted common stock of Moderna Therapeutics, Inc.; (iii) previously outstanding options to purchase common units of Moderna LLC were exchanged for options to purchase common stock of Moderna Therapeutics, Inc.; and (iv) for the effects of a ten -for-one forward stock split (Stock Split). If such outstanding units or options were subject to vesting at the time of the 2016 Reorganization, then such shares or options issued by Moderna Therapeutics, Inc. were subject to continued vesting pursuant to the same terms. The consolidated financial statements for the year ended December 31, 2016, reflect the exchange of common units to common stock, redeemable convertible preferred units to redeemable convertible preferred stock and the incremental compensation expense associated with the modification of certain of our stock-based compensation awards. All unit and per unit data and all share and per share data in the consolidated financial statements have been adjusted for the Stock Split (Note 8). Common Control Transactions Effected by the Reorganization, our ownership and control remained substantially the same both before and immediately after the exchange of Moderna LLC membership interests for Moderna Therapeutics, Inc. stock. Prior to December 28, 2017, we had incorporated several wholly owned subsidiaries, which were limited liability companies that made a “check the box” election to be taxed as a C corporation. On December 28, 2017, ModernaTX, Inc., our wholly owned subsidiary, executed an Agreement and Plan of Merger with these subsidiaries whereby each subsidiary merged into ModernaTX, Inc. with ModernaTX, Inc. being the surviving corporation. As all entities in the merger were wholly owned subsidiaries of Moderna LLC, which was a wholly owned subsidiary of Moderna Inc., the reporting entity, we concluded the merger is outside of the scope of Financial Accounting Standards Board (FASB), Accounting Standards Codification (ASC) Topic 805, Business Combinations and was accounted for at the carrying value of the net assets or equity interests transferred. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the ASC and Accounting Standards Update (ASU) of the FASB. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates Conformity with GAAP requires us to make estimates and judgments that affect the reported amounts and related disclosures in the consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and other market-specific or various relevant assumptions, including in certain circumstances, future projections, that we believe to be reasonable under the circumstances. Our actual results could differ materially from estimates. Significant estimates relied upon in preparing these financial statements include, among others, those related to fair value of equity awards, revenue recognition, research and development expenses, leases, fair value of financial instruments, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. Segment Information We have determined that our chief executive officer is the chief operating decision maker (CODM). The CODM reviews financial information presented on a consolidated basis. Resource allocation decisions are made by the CODM based on consolidated results. There are no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels or components below the consolidated unit level. As such, we have concluded that we operate as one segment. All our long-lived assets are located in the United States. Revenue Recognition Our revenue is primarily generated through collaboration arrangements and grants from government-sponsored and private organizations. Our collaboration arrangements typically contain multiple elements, or deliverables, including licenses, options to obtain development and commercialization rights, research and development services, and obligations to develop and manufacture preclinical and clinical material. Such arrangements provide for various types of payments to us, including upfront payments, funding of research and development activities, funding for the purchase of preclinical and clinical material, technical, development, regulatory and commercial milestone payments, licensing fees, option exercise payments, and royalties based on product sales. We have received grants from various government-sponsored and private organizations for research and related activities. Grant revenue is recognized in the period grant-related activities are performed. We analyze our collaboration arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. For arrangements under the scope of ASC 808, we recognize our allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. We also consider the guidance in FASB ASC Topic 605-45, Revenue Recognition—Principal Agent Considerations in determining the appropriate treatment for the transactions between us and the strategic collaborator and the transactions between us and other third parties. The classification of transactions under the collaboration arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. Any consideration related to activities in which we are considered the principal, which includes being the primary obligor and having the risks and rewards of ownership, are accounted for as gross revenue. We recognize revenue in accordance with FASB ASC Topic 605, Revenue Recognition (ASC 605). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. We are often entitled to bill according to contractual terms of our collaboration arrangements and receive payment in advance of satisfying the revenue recognition criteria. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue in current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue, non-current. Collaboration Revenue We analyze multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition—Multiple-Element Arrangements (ASC 605-25). Accordingly, we evaluate multiple-element arrangements to determine: (i) the deliverables included in the arrangement; and (ii) whether each deliverable in the arrangement meets the criteria to be considered a separate unit of accounting, or should be combined with other deliverables and accounted for as a single unit of accounting. This evaluation involves subjective determinations and requires us to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the arrangement. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis; and (ii) if the arrangement includes a general right of return relative to the delivered item(s), the delivery or performance of the undelivered item(s) is considered probable and substantially in our control. In assessing whether an item has standalone value, we consider factors such as the research, manufacturing, and commercialization capabilities of the strategic collaborator and the availability of the associated expertise in the general marketplace. In addition, we consider whether the strategic collaborator can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). We allocate total consideration that is fixed or determinable to each unit of accounting based on the relative selling price of each deliverable. We determine the selling price of a unit of accounting following the hierarchy of evidence prescribed by ASC 605-25. Accordingly, we determine the estimated selling price for units of accounting within each arrangement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or best estimate of selling price (BESP) if neither VSOE nor TPE is available. We typically use BESP to estimate the selling price, since we generally do not have VSOE or TPE of selling price for our units of accounting. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, we consider applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. We recognize arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 605 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, we recognize revenue from the combined unit of accounting when the last element to be delivered is provided to the customer. If the last element to be delivered is provided over a period of time, revenue is recognized over our contractual or estimated performance period for the undelivered elements, which is typically the term of our research and development obligations or manufacturing obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then we recognize revenue under the arrangement ratably over the estimated period of performance. Conversely, if the pattern of performance in which the service is provided to the strategic collaborator can be determined and objectively measurable performance measures exist, then we recognize revenue under the arrangement using the proportional performance method. Our third-party arrangements may include options for our strategic collaborators to acquire development and commercialization rights to mRNA programs or with respect to specific targets or options to receive research and development services or preclinical or clinical materials from us. Options are considered substantive if, at the inception of the arrangement, we are at risk as to whether the strategic collaborator will choose to exercise the option. The evaluation of whether an option is substantive requires significant judgment. In determining if the option is substantive, we consider the overall objective of the arrangement, the benefit the third-party might obtain from the arrangement without exercising the option, the likelihood that the option will be exercised, or if the customer is required or compelled through significant incentive to exercise the option. When an option is considered substantive, we do not consider the option or item underlying the option to be a deliverable at inception of the arrangement and the associated option fee is not included in the allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, if we determine that an option is not substantive, we will consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option exercise fee is included in the allocable arrangement consideration. In addition, if the price of the option includes a significant and incremental discount, then the option is not considered substantive. At the inception of an arrangement that includes milestone payments, we evaluate whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either our performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from our performance to achieve the milestone; (ii) the consideration relates solely to past performance; and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. We evaluate factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. If milestones are considered substantive, in accordance with FASB ASC Topic 605-28, Revenue Recognition—Milestone Method , revenue from milestone payments is recognized in its entirety upon successful accomplishment of the milestone. Conversely, upon achievement of a milestone that is not considered substantive, the corresponding amount earned is considered additional arrangement consideration and allocated to the identified units of accounting. Amounts allocated to any units of accounting for which performance has been partially completed are recognized, with a cumulative catch-up for the recognized portion of the unit of accounting when the payment is earned. Revenue from commercial milestone payments will be accounted for as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. We will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and we have no remaining undelivered elements. Grant Revenue Our contracts with the U.S. government’s Defense Advanced Research Projects Agency (DARPA), Biomedical Advanced Research (BARDA), and the Bill & Melinda Gates Foundation (Gates Foundation) are contracts, providing for reimbursed costs, which may include overhead and general and administrative costs as well as a related profit margin. We recognize revenue from these contracts as we perform services under the arrangements so long as an agreement has been executed and the fees for the services are fixed or determinable, legally billable, and reasonably assured of collection. Recognized amounts reflect our performance under the agreements. We do not recognize revenue under these agreements for amounts related to contract periods where funding is not yet committed, as fees above committed funding thresholds would not be considered fixed or determinable, or reasonably assured of collection. Revenues and related expenses are presented gross in the consolidated statements of operations as we have determined we are the primary obligor under the arrangements relative to the research and development services we perform as lead technical expert. We recognize revenue on other grants and awards when all of our obligations under the grant are fulfilled, and present such revenues and related expenses gross in the consolidated financial statements. Cash and Cash Equivalents We consider all highly liquid investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. Restricted Cash Restricted cash is composed of amounts held on deposit related to our lease arrangements. The funds are maintained in money market accounts and are recorded at fair value. We classify our restricted cash as either current or non-current based on the terms of the underlying lease arrangement. Investments We invest our excess cash balances in marketable debt securities. We classify our investments in marketable debt securities as available-for-sale. We report available-for-sale investments at fair value at each balance sheet date, and include any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive loss, a component of stockholders’ (deficit) equity. Realized gains and losses are determined using the specific-identification method, and are included in other expense, net in our consolidated statements of operations. Should any adjustment to fair value reflect a decline in the value of the investment, we consider all available evidence to evaluate the extent to which the decline is “other than temporary” and, if so, we recognize the associated unrealized loss through a charge to our consolidated statement of operations. We did no t record any impairment charges related to our marketable securities during the years ended December 31, 2018 , 2017 and 2016 . We classify our available-for-sale marketable securities as current or non-current based on each instrument’s underlying effective maturity date and for which we have the intent and ability to hold the investment for a period of greater than 12 months. Marketable securities with maturities of less than 12 months are classified as current and are included in investments in the consolidated balance sheets. Marketable securities with maturities greater than 12 months for which we have the intent and ability to hold the investment for greater than 12 months are classified as non-current and are included in investments, non-current in the consolidated balance sheets. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are amounts due from strategic collaborators as a result of manufacturing and research and development services provided under collaboration arrangements, or milestones achieved, but not yet paid. We also have accounts receivable amounts due from our grant agreements. To estimate the allowance for doubtful accounts, we make judgments about the creditworthiness of our customers based on ongoing credit evaluation and historical experience. There was no allowance for doubtful accounts at December 31, 2018 , and 2017 . There was no bad debt expense for the years ended December 31, 2018 , 2017 or 2016 . Concentrations of Credit Risk Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Our investment portfolio is comprised of money market funds, marketable debt securities, including U.S. Treasury securities, debt securities of U.S. government agencies and corporate entities and commercial paper. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Our primary operating accounts significantly exceed the FDIC limits. Significant Customers Our accounts receivable are generally unsecured and are from customers in different countries. We generated 91% , 86% and 94% of our revenue for the years ended December 31, 2018 , 2017 and 2016 , respectively, from strategic collaborators. The remaining 9% , 14% , 6% of our revenue for the years ended December 31, 2018 , 2017 and 2016 , respectively, were generated from grants made by government-sponsored and private organizations. A significant portion of our revenue to date has been generated from the following entities that accounted for more than 10% of total revenue and accounts receivable for the periods presented: Percentage of Revenue Years Ended December 31, Percentage of Accounts Receivable December 31, 2018 2017 2016 2018 2017 Merck 49 % 31 % 44 % 30 % 13 % AstraZeneca 34 % 15 % 30 % * 11 % Alexion * 36 % 16 % * * Vertex * * * 22 % * BARDA * 10 % * 13 % 31 % DARPA * * * 16 % 18 % Massachusetts Life Sciences Center * * * 12 % * ________ * - Represents an amount of less than 10% Fair Value Measurements Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. FASB ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from our independent sources. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our cash equivalents and marketable securities are reported at fair value determined using Level 1 and Level 2 inputs (Note 5). We do not have any non-financial assets or liabilities that should be recognized or disclosed at fair value on a recurring basis at December 31, 2018 , 2017 and 2016 . As of December 31, 2018 , 2017 and 2016 , we maintain letters of credit of $12.1 million , $12.7 million , and $11.5 million , respectively, related to our lease arrangements, which are secured by money market accounts in accordance with certain of our lease agreements. The amounts are recorded at fair value using Level 1 inputs and included as restricted cash in our consolidated balance sheets. Construction in Progress Construction in progress includes certain build-to-suit lease costs incurred and other direct expenses for our manufacturing facility in Norwood, MA (Norwood), stated at original cost. Construction in progress includes costs incurred under construction contracts including project management services, engineering services, design services and development, construction services and other construction-related fees and services. Once unfinished sections of our Norwood manufacturing facility become operational, these capitalized costs will be allocated to certain property and equipment categories and will be depreciated over the estimated useful life of the underlying assets. Construction in progress also includes direct costs related to the construction of various property and equipment, including leasehold improvements. Such costs are not depreciated until the asset is completed and placed into service. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment are described below: Estimated Useful Life Building 34 years Laboratory equipment 5 years Leasehold improvements Lesser of estimated useful life of improvement or remaining life of related lease Computer equipment and software 3 years Other assets including automobiles, furniture and fixtures 5 years Expenditures for maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of the assets disposed of, and the related accumulated depreciation, are removed from the accounts, and any resulting gain or loss is recorded to other income (expense), net. Software Capitalization We capitalize certain software development costs incurred in connection with obtaining or developing internal-use software including external direct costs of services, and payroll costs for employees directly involved with the software development. Capitalized software costs are included in property and equipment and we begin amortization of those costs when the software will be used to perform the function intended. Capitalized software costs associated with projects are amortized over three years . Costs incurred during the preliminary project stage and post-implementation stage, as well as maintenance and training costs, are expensed as incurred. There were no amounts recorded for internally developed software net of amortization as of December 31, 2018 or 2017 . Impairment of Long-Lived Assets We evaluate our long-lived assets, which consist of property and equipment, to determine if facts and circumstances indicate that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of the long-lived assets by comparing the projected future undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. If such review indicates that such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. For the years ended December 31, 2018 , 2017 and 2016 , we did no t record any impairment expenses. Leases Leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. We recognize rent expense for our operating leases, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Additionally, we recognize tenant improvement allowances for our operating leases as a deferred lease obligation and amortize the tenant improvement allowances as a reduction to rent expense on a straight-line basis over the respective lease term. At December 31, 2018 , 2017 and 2016 , no capital leases were recorded in the consolidated balance sheets. In accordance with the requirements of ASC 840, Leases , if we are deemed to be the owner of a property, we are required to account for the property as a depreciable asset and the related lease agreement must be accounted for as an imputed financing obligation. Significant judgments are required to make this determination, which relate to actions, guarantees, and investments that we make as a lessee that may be actions that only an owner would take. Our Norwood manufacturing facility lease executed in August 2016 was subject to this lease accounting guidance. As we are involved in the construction of our manufacturing facility, including being responsible for costs that did not qualify as normal tenant improvements, we are deemed to be the owner of the building during the construction period. During the Norwood construction period, we capitalized the fair value of the building as of lease commencement as construction in progress along with a corresponding lease financing obligation in the consolidated balance sheets. Construction costs incurred were capitalized in construction in progress including project management services, engineering services, design services and development, construction services and other construction-related fees and services. Once our Norwood manufacturing facility becomes operational, these capitalized costs will be allocated to certain property and equipment categories and will be depreciated over the estimated useful life of the underlying assets. The fair value of the building at lease commencement was determined to be $12.5 million by a third-party valuation specialist primarily using an income capitalization approach. The income capitalization approach was based on rents charged for competitive properties as adjusted for applicable expenses incurred through ownership of the building and is considered a Level 3 fair value measurement (Note 7). Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, contract services, and other outside costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when we have not received an invoice from the supplier. Patent Costs Costs to secure, defend and maintain patents are expensed as incurred, and are classified as general and administrative expenses due to the uncertainty of future benefits. Stock-Based Compensation We issue stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock units (RSUs). Historically, we had also issued incentive units and unit options to our employees and non-employees. We account for our stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (ASC 718). Most of our stock-based awards have generally been made to employees. The fair value of the non-employees’ awards are subject to re-measurement at each reporting date until the vesting date in accordance with ASC 505-50, Equity-Based Payments to Non-Employees . We measure compensation cost for all equity awards for employees at their grant-date fair value and recognize compensation expense over the requisite service period, which is generally the vesting period, on a straight-line basis. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of our common stock on the grant date, including the expected term of the award, the expected volatility of our stock, calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of our stock. Historically, for periods prior to our IPO, the fair value of the shares of common stock and common units underlying our stock-based awards were determined on each grant date by our board of directors based on valuation estimates from management considering our most recently available independent third-party valuation of our common stock. Our board of directors also assessed and considered, with input from management, additional objective and subjective factors that we believed were relevant and which may have changed from the date of the most recent valuation through the grant date. The grant date fair value of RSUs is estimated based on the fair value of our underlying common stock. For performance-based stock awards, we recognize stock-based compensation expense over the requisite service period using the accelerated attribution method when achievement is probable. We classify stock-based compensation expense in our consolidated statement of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. Redeemable Convertible Preferred Units and Redeemable Convertible Preferred Stock We record all redeemable convertible preferred units and redeemable convertible preferred stock at their respective transaction prices on the dates of issuance less issuance costs. Our redeemable convertible preferred units and redeemable convertible preferred stock are classified as temporary equity and excluded from stockholders’ (deficit) equity as the potential redemption of such units or stock is outside our control. We adjusted the carrying value of the redeemable convertible preferred units to the redemption value as the units became redeemable upon the passage of time. Upon the 2016 Reorganization, the redemption rights upon the passage of time were removed and the redeemable convertible preferred stock became redeemable only upon the occurrence of certain contingent events. We do not adjust the carrying value of the redeemable convertible preferred stock to the redemption value until the contingent events are considered to be probable of occurring. Upon the closing of the IPO, all outstanding shares of our redeemable convertible preferred stock were converted into 236,012,913 shares of the common stock. As of December 31, 2018 , we did not have any convertible preferred stock issued or outstanding. Income Taxes We use an asset and liability approach to account for income taxes. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and li |
Collaboration Agreements
Collaboration Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Research and Development [Abstract] | |
Collaboration Agreements | Collaboration Agreements AstraZeneca – Strategic Alliances in Cardiovascular and Oncology 2013 Option Agreement and Services and Collaboration Agreement In March 2013, we entered into an Option Agreement, the AZ Option Agreement, and a related Services and Collaboration Agreement, the AZ Services Agreement, with AstraZeneca, which were amended and restated in June 2018. We refer to these agreements in the forms that existed prior to the 2018 amendment and restatement as the 2013 AZ Agreements. Under the 2013 AZ Agreements, we granted AstraZeneca certain exclusive rights and licenses, and options to obtain exclusive rights to develop and commercialize potential therapeutic mRNA medicines directed at certain targets for the treatment of cardiovascular and cardiometabolic diseases and cancer, and agreed to provide related services to AstraZeneca. Pursuant to the 2013 AZ Agreements, AstraZeneca was responsible for all research, development and commercialization activities, while we provided specified research and manufacturing services during a research and evaluation period, as described below, to further AstraZeneca’s activities pursuant to an agreed upon services plan. Under the 2013 AZ Agreements, AstraZeneca could have requested we provide additional services, at AstraZeneca’s expense. Subject to customary “back-up” supply rights granted to AstraZeneca, we exclusively manufactured (or had manufactured) mRNA for all research, development and commercialization purposes under the 2013 AZ Agreements until, on a product-by-product basis, the expiration of the time period for which we are entitled to receive earn-out payments with respect to such product pursuant to the 2013 AZ Agreements. As of the effective date of the 2013 AZ Agreements, AstraZeneca acquired forty options that it may exercise to obtain exclusive rights to clinically develop and commercialize identified development candidates (and related back-up candidates) directed to specified targets that arise during the research and evaluation period. During the research and evaluation period for research candidates under the 2013 AZ Agreements, AstraZeneca could have elected to designate a limited number of research candidates as development candidates in order to continue preclinical development on such development candidates (and related back-up candidates). From such pool of development candidates designated by AstraZeneca, during a specified option exercise period, AstraZeneca could have then exercised one of its options to obtain exclusive rights to clinically develop and commercialize an identified development candidate (and related back-up candidates). If AstraZeneca did not exercise one of its options to acquire exclusive rights to clinically develop and commercialize a particular development candidate during the defined option exercise period for such development candidate, AstraZeneca’s rights to exercise an option and other rights granted under the 2013 AZ Agreements with respect to such development candidate (and related back-up candidates) would terminate, all rights to exploit such development candidate (and related back-up candidates) would be returned to us and all data and results generated by AstraZeneca with respect to such development candidate (and related back-up candidates) would be either assigned or licensed to us. Upon the earlier of termination of the 2013 AZ Agreements for any reason and a specified anniversary of the effective date of the 2013 AZ Agreements, all unexercised options, and the right to exercise any and all options if not previously exercised by AstraZeneca, would automatically terminate. On a target-by-target basis, we and AstraZeneca agreed to certain defined exclusivity obligations under the 2013 AZ Agreements with respect to the research, development and commercialization of mRNA medicines for such target. As of the effective date of the 2013 AZ Agreements, AstraZeneca made upfront cash payments to us totaling $240.0 million . Under the 2013 AZ Agreements, we were entitled to receive payments that are not related to any specific program of up to $180.0 million in the aggregate for the achievement of three technical milestones relating to toxicity, delivery, and competition criteria. We achieved the toxicity and competition milestones in the year ended December 31, 2015 . The delivery milestone has expired. Under the 2013 AZ Agreements, AstraZeneca was obligated to pay us a $10.0 million option exercise fee with respect to each development candidate (and related back-up candidates) for which it exercised an option. In addition, upon AstraZeneca’s exercise of each option, we were eligible to receive certain payments contingent upon the achievement of specified clinical, regulatory, and commercial events. For any product candidate optioned by AstraZeneca, we were eligible to receive, per product candidate, up to $100.0 million in payments for achievement of development milestones, up to $100.0 million payments for achievement of regulatory milestones, and up to $200.0 million payments for achievement of commercial milestones. Additionally, under the 2013 AZ Agreements, we were entitled to receive, on a product-by-product basis, earn-out payments on worldwide net sales of products ranging from a high-single digit percentage to 12% , subject to certain reductions, with an aggregate minimum floor. We received from AstraZeneca under the 2013 AZ Agreements an option exercise payment of $10.0 million in the year ended December 31, 2016 , and a clinical milestone payment of $30.0 million with respect to AstraZeneca’s VEGF-A product (AZD8601) during the year ended December 31, 2018 , that is currently being developed in a Phase 2 clinical trial in certain fields. Unless earlier terminated, the 2013 AZ Agreements would have continued until the expiration of AstraZeneca’s earn-out and contingent option exercise payment obligations for optioned product candidates. Either party had the right to terminate the 2013 AZ Agreements upon the other party’s material breach, either in its entirety or in certain circumstances, with respect to relevant candidates, subject to a defined materiality threshold and specified notice and cure provisions. If AstraZeneca had the right to terminate the 2013 AZ Agreements for our material breach, then AstraZeneca could have elected, in lieu of terminating the 2013 AZ Agreements, in their entirety or with respect to such candidates, to have the 2013 AZ Agreements remain in effect, subject to reductions in certain payments we were eligible to receive and certain adjustments to AstraZeneca’s obligations under the 2013 AZ Agreements. AstraZeneca had the right to terminate the 2013 AZ Agreements in full, without cause, upon 90 -days’ prior notice to us. 2016 Strategic Alliance with AstraZeneca – IL12 In January 2016, we entered into a new Strategic Drug Development Collaboration and License Agreement, which we refer to as the 2016 AZ Agreement, with AstraZeneca to discover, develop and commercialize potential mRNA medicines for the treatment of a range of cancers. Under the terms of the 2016 AZ Agreement, we and AstraZeneca have agreed to work together on an immuno-oncology program focused on the intratumoral delivery of a potential mRNA medicine to make the IL12 protein. The 2016 AZ Agreement initially included research activities with respect to a second discovery program. During a limited period of time, each party had an opportunity to propose additional discovery programs to be conducted under the 2016 AZ Agreement. We are responsible for conducting and funding all discovery and preclinical development activities under the 2016 AZ Agreement in accordance with an agreed upon discovery program plan for the IL12 program and any other discovery program the parties agree to conduct under the 2016 AZ Agreement. For the IL12 program and any other discovery program the parties agree to conduct under the 2016 AZ Agreement, during a defined election period that commenced as of the effective date of the 2016 AZ Agreement (for the IL12 program) and otherwise will commence on initiation of any such new discovery program, AstraZeneca may elect to participate in the clinical development of a development candidate arising under the 2016 AZ Agreement from such program. If AstraZeneca so elects (as it has for the IL12 program), AstraZeneca will lead clinical development activities worldwide and we will be responsible for certain activities, including being solely responsible for manufacturing activities, all in accordance with an agreed upon development plan. AstraZeneca will be responsible for funding all Phase 1 clinical development activities (including costs associated with our manufacture of clinical materials in accordance with the development plan), and Phase 2 clinical development activities (including costs associated with our manufacture of clinical materials in accordance with the development plan) up to a defined dollar threshold. We and AstraZeneca will equally share the costs of Phase 2 clinical development activities in excess of such dollar threshold, all Phase 3 clinical development activities and certain other costs of late-stage clinical development activities, unless we elect not to participate in further development and commercialization activities and instead receive tiered royalties, as described below. We and AstraZeneca will co-commercialize products in the U.S. in accordance with an agreed upon commercialization plan and budget, and on a product-by-product basis will equally share the U.S. profits or losses arising from such commercialization. Notwithstanding, on a product-by-product basis, prior to a specified stage of development of a given product, we have the right to elect not to participate in the further development and commercialization activities for such product. If we make such election, instead of participating in the U.S. profits and losses share with respect to such product, we are obligated to discuss future financial terms with AstraZeneca. If we are unable to agree on future financial terms within a short, defined period of time, we are entitled to receive tiered royalties at default rates set forth in the 2016 AZ Agreement, ranging from percentages in the mid-single digits to 20% on worldwide net sales of products, subject to certain reductions with an aggregate minimum floor. AstraZeneca has sole and exclusive responsibility for all ex-U.S. commercialization efforts. Unless we have elected to not to participate in further development (in which case royalties on ex-U.S. net sales will be at the default rates as described above, unless otherwise agreed by the parties), we are entitled to tiered royalties at rates ranging from 10% to 30% on ex-U.S. net sales of the products, subject to certain reductions with an aggregate minimum floor. Subject to customary “back-up” supply rights granted to AstraZeneca, we exclusively manufacture (or have manufactured) products for all development and commercialization purposes. We and AstraZeneca have agreed to certain defined exclusivity obligations with each other under the 2016 AZ Agreement with respect to the development and commercialization of mRNA medicines for IL12. Unless earlier terminated, our strategic alliance under the 2016 AZ Agreement will continue on a product-by-product basis (i) until both parties cease developing and commercializing such product without the intention to resume, if we have not elected our right not to participate in further development and commercialization of such product or (ii) on a country-by-country basis, until the end of the applicable royalty term for such product in such country, if we have elected our right not to participate in further development and commercialization of such product. Either party may terminate the 2016 AZ Agreement upon the other party’s material breach, subject to specified notice and cure provisions. Each party may also terminate the 2016 AZ Agreement in the event the other party challenges such party’s patent rights, subject to certain defined exceptions. AstraZeneca has the right to terminate the 2016 AZ Agreement in full or with respect to any program for scientific, technical, regulatory or commercial reasons at any time upon 90 days’ prior written notice to us. On a product-by-product basis, we have the right to terminate the 2016 AZ Agreement in certain cases if AstraZeneca has suspended or is no longer proceeding with the development or commercialization of such product for a period of twelve consecutive months, subject to specified exceptions, including tolling for events outside of AstraZeneca’s control. On a product-by-product basis, if the 2016 AZ Agreement is terminated with respect to a given product, AstraZeneca’s rights in such product will terminate and, to the extent we terminated for AstraZeneca’s breach, patent challenge or cessation of development or AstraZeneca terminated in its discretion, AstraZeneca will grant us reversion licenses and take certain other actions so as to enable us to continue developing and commercializing such product in the oncology field. If we continue developing and commercializing a given product following termination of the 2016 AZ Agreement by AstraZeneca in its discretion with respect to such product, AstraZeneca is entitled to receive a mid-single digit royalty on our worldwide net sales of such product and a high-single digit percentage of the amounts received by us from a third party in consideration of a license to such third party to exploit such product, in each case, until AstraZeneca recovers an amount equal to specified development costs incurred by AstraZeneca under the 2016 AZ Agreement with respect to such product prior to such termination. Such percentages increase by a low to mid-single digit amount to the extent such termination occurs after such product achieves a specified stage of development. 2017 Strategic Alliance with AstraZeneca – Relaxin In October 2017, we entered a new Collaboration and License Agreement, which we refer to as the 2017 AZ Agreement, under which AstraZeneca may clinically develop and commercialize a development candidate, now known as AZD7970, which is comprised of an mRNA construct for the relaxin protein designed by us and encapsulated in one of our proprietary LNPs. We discovered and performed preclinical development activities for AZD7970 prior to the initiation of the strategic alliance with AstraZeneca under the 2017 AZ Agreement. Under the terms of the 2017 AZ Agreement, we will fund and be responsible for conducting preclinical development activities for AZD7970 through completion of IND-enabling GLP toxicology studies and AstraZeneca will lead pharmacological studies, each in accordance with an agreed upon discovery program plan. During a defined election period that commences as of the effective date of the 2017 AZ Agreement, AstraZeneca may elect to participate in further development and commercialization of AZD7970. Upon such election, AstraZeneca will lead clinical development activities for AZD7970 worldwide and we will be responsible for manufacturing AZD7970, certain regulatory matters and any other development activities that we agree to perform and that are set forth in an agreed upon development plan. AstraZeneca will be responsible for funding Phase 1 clinical development activities (including costs associated with our manufacture of clinical materials in accordance with the development plan, up to a cap above which such costs are shared), and Phase 2 clinical development activities (including costs associated with our manufacture of clinical materials in accordance with the development plan, up to a cap above which such costs are shared) up to a defined dollar threshold. Thereafter, we and AstraZeneca will equally share the costs of Phase 2 clinical development activities in excess of such defined dollar threshold, all Phase 3 clinical development activities and certain other costs of late-stage clinical development activities, unless we elect not to participate in further development and co-commercialization activities and instead receive tiered royalties as described below. If the development candidate is determined to be IND-ready, and AstraZeneca does not timely elect to participate in the clinical development of AZD7970, AstraZeneca is obligated to reimburse us for certain costs we incurred in the manufacture and development of AZD7970, since execution of the 2017 AZ Agreement. We and AstraZeneca will co-commercialize AZD7970 in the United States in accordance with an agreed upon commercialization plan and budget, and will equally share U.S. profits or losses arising from such commercialization. Notwithstanding, prior to a specified stage of development of AZD7970, we have the right to elect not to participate in the further development and commercialization activities for AZD7970. If we make such election, instead of participating in the U.S. profits and losses share with respect to AZD7970, we are obligated to discuss future financial terms with AstraZeneca. If we are unable to agree on future financial terms within a short, defined period of time, we are entitled to receive tiered royalties at default rates set forth in the 2017 AZ Agreement, ranging from percentages in the mid-single digits to the low 20s on worldwide net sales by AstraZeneca of AZD7970, subject to certain reductions, with an aggregate minimum floor. AstraZeneca has sole and exclusive responsibility for all ex-U.S. commercialization efforts. Unless we have elected not to participate in further development (in which case royalties on ex-U.S. net sales will be at the default rates as described above, unless otherwise agreed by the parties), we are entitled to receive tiered royalties at rates ranging from 10% to 30% on annual ex-U.S. net sales of AZD7970, subject to certain reductions with an aggregate minimum floor. Subject to customary “back-up” supply rights granted to AstraZeneca, we exclusively manufacture (or have manufactured) products for all development and commercialization purposes. Additionally, we and AstraZeneca have agreed to certain defined exclusivity obligations under the 2017 AZ Agreement with respect to the development and commercialization of mRNA medicines for Relaxin. Unless earlier terminated, our strategic alliance under the 2017 AZ Agreement will continue (i) until the expiration of AstraZeneca’s election period, if it does not elect to participate in the clinical development of AZD7970, (ii) until both parties cease developing and commercializing AZD7970 without the intention to resume, if we have not elected our right not to participate in further development and commercialization of AZD7970, (iii) on a country-by-country basis, until the end of the applicable royalty term for AZD7970 in such country, if we have elected our right not to participate in further development and commercialization of AZD7970 or (iv) following completion of IND-enabling studies with respect to AZD7970, if we provide AstraZeneca with written notice that we do not reasonably believe that the product is IND-ready. Either party may terminate the 2017 AZ Agreement upon the other party’s material breach, subject to specified notice and cure provisions. Each party may also terminate the 2017 AZ Agreement in the event the other party challenges the validity or enforceability of such party’s patent rights, subject to certain defined exceptions. AstraZeneca has the right to terminate the 2017 AZ Agreement in full for scientific, technical, regulatory or commercial reasons at any time upon 90 days’ prior written notice to us. We have the right to terminate the 2017 AZ Agreement in certain cases if AstraZeneca has suspended or is no longer proceeding with the development or commercialization of AZD7970 for a period of twelve consecutive months, subject to specified exceptions, including tolling for events outside of AstraZeneca’s control. If AstraZeneca does not timely elect to participate in clinical development of AZD7970, or the Agreement is terminated, AstraZeneca’s rights in AZD7970 will terminate and, to the extent we terminated for AstraZeneca’s breach, patent challenge or cessation of development or AstraZeneca terminated in its discretion, AstraZeneca will grant us reversion licenses and take certain other actions so as to enable us to continue developing and commercializing AZD7970 in the cardiovascular and cardiometabolic fields. If we continue developing and commercializing AZD7970 following a termination of the 2017 AZ Agreement by AstraZeneca in its discretion, AstraZeneca is entitled to receive a mid-single digit royalty on our worldwide net sales of AZD7970 and a high-single digit percentage of the amounts received by us from a third party in consideration for a license to such third party to exploit AZD7970, in each case until AstraZeneca recovers an amount equal to specified development costs incurred by AstraZeneca under the 2017 AZ Agreement with respect to AZD7970 prior to such termination. Such percentages increase by a low to mid-single digit amount to the extent such termination occurs after such product achieves a specified stage of development. 2013 Agreements with AstraZeneca, amended and restated in 2018 In June 2018, we entered into an Amended and Restated Option Agreement and a related Amended and Restated Services and Collaboration Agreement with AstraZeneca, or the 2018 A&R Agreements, which amended and restated the 2013 AZ Agreements. Under the 2018 A&R Agreements, we granted AstraZeneca certain exclusive rights and licenses to research, develop and commercialize potential therapeutic mRNA medicines directed at certain targets for the treatment of cardiovascular and cardiometabolic diseases and cancer, and agreed to provide related services to AstraZeneca. The activities to be performed by the parties under the 2018 A&R Agreements are limited to defined biological targets in the cardiovascular and cardiometabolic fields and one defined target in the cancer field. Pursuant to the 2018 A&R Agreements, AstraZeneca is responsible for all research, development and commercialization activities and associated costs, while we provide specified research and manufacturing services during a research and evaluation period, as described below, to further AstraZeneca’s activities conducted pursuant to an agreed upon services plan. During this research and evaluation period, these research services, and manufacturing services in excess of a specified threshold, are provided at AstraZeneca’s expense, and manufacturing services below the specified threshold are provided at no additional expense to AstraZeneca. AstraZeneca may request we provide additional research and manufacturing services, at AstraZeneca’s expense, following the end of the research and evaluation period. Subject to customary “back-up” supply rights granted to AstraZeneca, we exclusively manufacture (or have manufactured) mRNA for all research, development and commercialization purposes under the 2018 A&R Agreements until, on a product-by-product basis, the expiration of the time period for which we are entitled to receive earn-out payments with respect to such product pursuant to the 2018 A&R Agreements. As of the effective date of the 2013 AZ Agreements, and as further reflected in the 2018 A&R Agreements, AstraZeneca acquired forty options that it may exercise to obtain exclusive rights to clinically develop and commercialize identified development candidates (and related back-up candidates) directed to specified targets that arise during the research and evaluation period. During the research and evaluation period for research candidates, AstraZeneca may elect to designate a limited number of research candidates as development candidates in order to continue preclinical development on such development candidates (and related back-up candidates). From such pool of development candidates designated by AstraZeneca, during a specified option exercise period, AstraZeneca may then exercise one of its options to obtain exclusive rights to clinically develop and commercialize an identified development candidate (and related back-up candidates) in certain fields. If AstraZeneca does not exercise one of its options to acquire exclusive rights to clinically develop and commercialize a particular development candidate during the defined option exercise period for such development candidate, AstraZeneca’s rights to exercise an option and other rights granted under the 2018 A&R Agreements with respect to such development candidate (and related back-up candidates) will terminate, all rights to exploit such development candidate (and related back-up candidates) will be returned to us and all data and results generated by AstraZeneca with respect to such development candidate (and related back-up candidates) will be either assigned or licensed to us. Upon the earlier of termination of the 2018 A&R Agreements for any reason and a specified anniversary of the effective date of the 2013 AZ Agreements, all unexercised options, and the right to exercise any and all options if not previously exercised by AstraZeneca, will automatically terminate. On a target-by-target basis, we and AstraZeneca have agreed to certain defined exclusivity obligations under the 2018 A&R Agreements with respect to the research, development and commercialization of mRNA medicines for such target in certain fields. In addition, we and AstraZeneca have agreed to certain defined exclusivity obligations with respect to the research, development and commercialization of mRNA medicines coding for the same polypeptide as any development candidate being developed under the 2018 A&R Agreements. Unless earlier terminated, the 2018 A&R Agreements will continue until the expiration of AstraZeneca’s earn-out and contingent option exercise payment obligations for optioned product candidates. Either party may terminate the 2018 A&R Agreements upon the other party’s material breach, either in its entirety or in certain circumstances, with respect to relevant candidates, subject to a defined materiality threshold and specified notice and cure provisions. If AstraZeneca has the right to terminate the 2018 A&R Agreements for our material breach, then AstraZeneca may elect, in lieu of terminating the 2018 A&R Agreements, in their entirety or with respect to such candidates, to have the 2018 A&R Agreements remain in effect, subject to reductions in certain payments we are eligible to receive and certain adjustments to AstraZeneca’s obligations under the 2018 A&R Agreements. AstraZeneca may terminate the 2018 A&R Agreements in full, without cause, upon 90 days’ prior notice to us. Accounting Treatment 2013 Option Agreement and Services and Collaboration Agreement We determined that the AZ 2013 Agreements should be evaluated as a single contract for accounting purposes as the AZ Services Agreement and the AZ Option Agreement were negotiated in contemplation of one another and executed contemporaneously. We concluded the 2013 AZ Agreements are under the scope of ASC 808 as AstraZeneca and Moderna are both active participants and are exposed to significant risks and rewards that are dependent on commercial success of the activities of the arrangement. Additionally, we evaluated the 2013 AZ Agreements for recognition and measurement in accordance with ASC 605-25 and ASC 605-28. Prior to the 2016 AZ Agreement, we determined there were multiple deliverables in the 2013 AZ Agreements, including the licenses to exploit mRNA constructs coding for specific targets, research services, development pool services, supply of mRNA for research activities, and supply of mRNA for development pool activities. We concluded that the licenses to exploit mRNA constructs coding for specific targets does not qualify for separation from any of other deliverables as AstraZeneca cannot fully exploit the value of the licenses without receipt of such services and supply. Our services and supply involve specialized expertise, particularly as it relates to mRNA technology that is not available in the marketplace. Accordingly, AstraZeneca has to obtain the research services, development pool services, supply of mRNA for research activities, and supply of mRNA for development pool activities from us, which significantly limits the ability for AstraZeneca to fully exploit the licenses for their intended purpose on a standalone basis. Accordingly, we concluded the delivered licenses do not have standalone value from the undelivered elements and we accounted for all of the deliverables as one unit of accounting. We concluded that the options to obtain exclusive rights to clinically develop and commercialize up to forty development candidates (and related backup candidates) for identified cardiovascular/cardiometabolic or oncology targets were substantive and therefore not considered a deliverable at the inception of the 2013 AZ Agreements, as AstraZeneca is not contractually obligated to exercise the options, and we are at risk with regard to whether AstraZeneca will exercise the options as a result of the uncertain outcome of the research and development activities. Additionally, research and development services and certain mRNA supply outside of the specified deliverables, including clinical development supply, were determined to be substantive and therefore not considered a deliverable at the inception of the 2013 AZ Agreements. Further, we concluded that the options and the additional mRNA supply were not priced at a significant or incremental discount. Accordingly, AstraZeneca’s options and additional mRNA supply were not considered deliverables and the associated fees were not included in the allocable arrangement consideration. The total arrangement consideration allocated to the single unit of accounting was the $240.0 million upfront pursuant to the 2013 AZ Agreements. We determined the period of performance for the research services, development pool services, supply of mRNA for research activities, and supply of mRNA for development pool activities is ten years . As such, the $240.0 million arrangement consideration was being recognized ratably over the such ten years is no other discernible pattern of recognition. We evaluated the contingent payments that we were eligible to receive under the 2013 AZ Agreements upon the achievement of certain technical, development, regulatory, and commercial milestone events. More specifically, we could have received additional payments of up to $180.0 million contingent on the achievement of three technical milestones for certain toxicity, delivery, and competition criteria that were not related to a specific product candidate. Such payments were payable only once, regardless of the number of options exercised. In addition, upon AstraZeneca’s exercise of each option, we were eligible to receive certain payments contingent upon the achievement of specified clinical, regulatory, and commercial events. We concluded at the outset of the arrangement that two of the three technical milestones that are not related to a specific product candidate, specifically, the toxicity milestone and the delivery milestone, were substantive as the efforts to achieve the milestone are our responsibility and therefore achieved based on our past performances. Further, we concluded that these milestones were substantive on the basis of the contingent nature of the milestone, in consideration of factors such as the scientific, clinical, regulatory and other risks that must be overcome to achieve the milestone as well as the level of effort and investment required. Accordingly, payments upon the achievement of each of these substantive milestone events will be recognized as revenue in full in the period in which the associated milestone is achieved. We determined that the competition milestone did not qualify as substantive, as it was based, in part, on the performance of our competitors and therefore not achieved solely based on our past performances. Similarly, we concluded at the outset of the arrangement that none of the development and regulatory milestones qualified as substantive milestones, as the efforts to achieve the milestones are AstraZeneca’s responsibility and therefore the milestone is not achieved based on our past performances. Accordingly, upon achievement of a non-substantive milestone, the contingent payment earned will be recognized as additional arrangement consideration over the remaining estimated period of performance, if any, with a cumulative catch up for the elapsed portion of the |
Grants
Grants | 12 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Grants | Grants Biomedical Advanced Research and Development Authority (BARDA) In September 2016, we received an award of up to $125.8 million under Agreement No. HHSO100201600029C from BARDA, a component of the Office of the Assistant Secretary for Preparedness and Response, or ASPR within the U.S. Department of Health and Human Services, or HHS, to help fund our Zika vaccine program. Under the terms of the agreement with BARDA, an initial base award of $8.2 million supported toxicology studies, a Phase 1 clinical trial, and associated manufacturing activities. Contract options were available, for $117.6 million to support an additional Phase 1 study of an improved Zika vaccine candidate, Phase 2 and Phase 3 clinical studies, as well as large-scale manufacturing for the Zika vaccine. As of December 31, 2018 , three of the four contract options had been exercised resulting in $117.3 million of available funding with an additional $8.5 million available if the final contract option is exercised. For the years ended December 31, 2018 , 2017 and 2016 , we recognized revenue of $6.8 million , $20.1 million and $0.9 million , respectively, relating to the BARDA Agreement. The Bill & Melinda Gates Foundation In January 2016, we entered a global health project framework agreement with the Gates Foundation to advance mRNA-based development projects for various infectious diseases. The Gates Foundation has committed up to $20.0 million in grant funding to support our initial project related to the evaluation of antibody combinations in a preclinical setting as well as the conduct of a first-in-human Phase 1 clinical trial of a potential mRNA medicine to help prevent human immunodeficiency virus, or HIV, infections. Follow-on projects which could bring total potential funding under the framework agreement up to $100.0 million (including the HIV antibody project) to support the development of additional mRNA-based projects for various infectious diseases can be proposed and approved until the sixth anniversary of the framework agreement, subject to the terms of the framework agreement, including our obligation to grant to the Gates Foundation certain non-exclusive licenses. As of December 31, 2018 , up to $20.0 million has been committed for funding with up to an additional $80 million available, if additional follow-on projects are approved. For the years ended December 31, 2018 , 2017 and 2016 , we recognized $1.4 million , $1.1 million , and $1.6 million , respectively, related to the Gates Foundation agreement. Deferred revenue of $0.8 million and $2.2 million was recorded as of December 31, 2018 , and 2017 , respectively, related to the Gates Foundation agreement. Defense Advanced Research Projects Agency (DARPA) In October 2013, DARPA awarded us up to $24.6 million under Agreement No. W911NF-13-1-0417, which was subsequently adjusted to $20.5 million in 2016, to research and develop potential mRNA medicines as a part of DARPA’s Autonomous Diagnostics to Enable Prevention and Therapeutics, or ADEPT, program, which is focused on assisting with the development of technologies to rapidly identify and respond to threats posed by natural and engineered diseases and toxins. The DARPA awards have been deployed primarily in support of our vaccine and antibody programs to protect against chikungunya infection. As of December 31, 2018 and 2017 , $19.7 million has been committed, and an additional $3.2 million is available at the election of DARPA. We recognized $3.5 million , $7.7 million , $3.8 million , for the years ended December 31, 2018 , 2017 and 2016 , respectively, related to the DARPA agreement. |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Financial Instruments | Financial Instruments Cash and Cash Equivalents and Investments The following tables summarize our cash and available-for-sale securities by significant investment category at December 31, 2018 and 2017 (in thousands): December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Non- Current Marketable Securities Cash and cash equivalents $ 658,365 $ 20 $ (21 ) $ 658,364 $ 658,364 $ — $ — Available-for-sale: Level 2: Certificates of deposit 173,102 42 (36 ) 173,108 — 157,920 15,188 U.S. treasury securities 152,205 18 (48 ) 152,175 — 152,175 — Debt securities of U.S. government agencies and corporate entities 712,065 40 (1,335 ) 710,770 — 552,968 157,802 $ 1,695,737 $ 120 $ (1,440 ) $ 1,694,417 $ 658,364 $ 863,063 $ 172,990 December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Non- Current Marketable Securities Cash and cash equivalents $ 134,859 $ — $ — $ 134,859 $ 134,859 $ — $ — Available-for-sale: Level 2: Certificates of deposit 245,884 35 (218 ) 245,701 — 198,398 47,303 U.S. treasury securities 118,278 — (354 ) 117,924 — 117,924 — Debt securities of U.S. government agencies and corporate entities 404,016 61 (681 ) 403,396 — 304,848 98,548 $ 903,037 $ 96 $ (1,253 ) $ 901,880 $ 134,859 $ 621,170 $ 145,851 The amortized cost and estimated fair value of marketable securities, by contractual maturity at December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 Amortized Cost Estimated Fair Value Due in one year or less $ 864,003 $ 863,063 Due after one year through five years 173,369 172,990 Total $ 1,037,372 $ 1,036,053 December 31, 2017 Amortized Cost Estimated Fair Value Due in one year or less $ 622,020 $ 621,170 Due after one year through five years 146,158 145,851 Total $ 768,178 $ 767,021 At December 31, 2018 , we held 25 available-for-sale securities, or an estimated fair value of $82.8 million , out of our total investment portfolio that were in a continuous unrealized loss position for more than 12 months with a gross unrealized loss of $0.4 million . At December 31, 2017, we held 173 available-for-sale securities, or an estimated fair value of $602.0 million , out of our total investment portfolio that were in a continuous unrealized loss position for more than 12 months with a gross unrealized loss of $0.3 million . We concluded that the net declines in market value of our available-for-sale securities investment portfolio were temporary in nature and did not consider any of our investments to be other-than-temporarily impaired. In accordance with our investment policy, we place investments in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer. We evaluate securities for other-than-temporary impairment at the end of each reporting period. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. Factors considered include the length of time and extent to which fair value has been less than the cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability to hold the investment to allow for an anticipated recovery in fair value. Furthermore, the aggregate of individual unrealized losses that had been outstanding for 12 months or less was not significant as of December 31, 2018 , 2017 and 2016 . We neither intend to sell these investments nor conclude that we are more-likely-than-not that we will have to sell them before recovery of their carrying values. We also believe that we will be able to collect both principal and interest amounts due to us at maturity. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets, as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 Prepaid expenses $ 10,401 $ 7,839 Tenant incentives receivables 10,089 1,748 Interest receivable on marketable securities 7,909 3,239 Prepaid expenses and other current assets $ 28,399 $ 12,826 Property and Equipment, Net Property and equipment, net as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 Building $ 140,442 $ — Laboratory equipment 96,907 77,351 Leasehold improvements 13,741 12,222 Furniture, fixtures and other 2,122 290 Computer equipment and software 11,513 9,420 Internally developed software 7,020 7,020 Construction in progress 4,688 80,759 276,433 187,062 Less: Accumulated depreciation (64,456 ) (48,031 ) Property and equipment, net $ 211,977 $ 139,031 Depreciation and amortization expense for the years ended December 31, 2018 , 2017 and 2016 was $24.9 million , $20.5 million , $15.1 million , respectively. Accrued Liabilities Accrued liabilities, as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 In-licenses $ 22,000 $ 25,000 Property and equipment 12,089 14,624 Compensation-related 23,406 18,221 External goods and services 21,578 14,870 Accrued liabilities $ 79,073 $ 72,715 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lease Obligations We have entered into various long-term non-cancelable operating lease arrangements for our facilities and equipment expiring at various times through 2032. Certain of these arrangements have free rent periods or escalating rent payment provisions, which we recognize rent expense under such arrangements on a straight-line basis. We have two campuses in Massachusetts. We occupy a multi-building campus in Technology Square in Cambridge, MA with a mix of offices and research laboratory space totaling approximately 200,000 square feet. Our Cambridge facility leases have expiry ranges from 2020 to 2027. We have approximately 200,000 square feet of a manufacturing facility in Norwood, MA. This facility is leased through 2032. Cambridge Leases In May 2016, we entered into a lease agreement for 124,760 square feet of office and laboratory space at 200 Technology Square in Cambridge, Massachusetts. The lease commenced on September 1, 2016, with the base rent subject to increases over an 11 -year term. We will occupy the premises in six phases which started in September 2016, with the last phase estimated to begin in December 2020. We have the option to extend the lease term for two extension periods of five years each, at market-based rates. In addition to rent payments, the lease also provides that we pay our proportionate share of operating expenses and taxes during the term of the lease. As the amount of square footage to be leased increases over the term of the lease, we will recognize each phase’s total rent payments on a straight-line basis over the respective lease term. The lease provides us with an initial tenant allowance of $10.00 per square foot against which costs incurred will be capitalized as leasehold improvements. We have provided a security deposit of $1.3 million , that is classified as non-current restricted cash on the consolidated balance sheet. As we occupy additional space through the six phases of occupancy, the security deposit will increase up to $2.2 million . In December 2018, in relation to the expansion of space from the agreement entered into May 2016, we entered into sublease agreements for 34,268 square feet to expand our of office and laboratory space at 200 Technology Square in Cambridge, Massachusetts. The leases commence on January 1, 2019 and expire at various times through October 31, 2020. In August 2015, we entered into a facility lease agreement for 61,618 square feet of office and laboratory space at 500 Technology Square in Cambridge, MA. The lease commenced in April 2016, with rental fees beginning at a rate of $3.9 million per annum and escalating over the six -year term of the lease. The lease provides a $3.1 million tenant improvement allowance against which costs incurred will be capitalized as leasehold improvements. The lease also provides that we pay our proportionate share of operating expenses and taxes during the term of the lease. We record rent expense on a straight-line basis through the end of the lease term, inclusive of the period in which there are no scheduled rent payments, and record deferred rent on the consolidated balance sheet, accordingly. We have provided a security deposit of $1.0 million , that is classified as non-current restricted cash on the consolidated balance sheet. Norwood Leases In August 2016, we entered into a lease agreement for approximately 200,000 square feet of office, laboratory, and light manufacturing space in Norwood, MA. The lease commencement date for accounting purposes was October 1, 2016. In connection with this lease, the landlord provided a tenant improvement allowance of approximately $24.2 million for costs associated with the design, engineering, and construction of tenant improvements for the building. For accounting purposes, we were deemed to be the owner of the building during the construction period as we were involved in the construction project, including having responsibilities for cost overruns for planned tenant improvements that did not qualify as normal tenant improvements under the lease accounting guidance. During the construction period, we capitalized the fair value of the building as of lease commencement along with a corresponding lease financing obligation. We also capitalized project construction costs incurred by us as an asset. Property and equipment, net included $86.4 million , $75.0 million and $18.2 million as of December 31, 2018 , 2017 and 2016 , respectively, related to construction in process costs for the building. We completed construction of the building and started our Norwood operation in July 2018. During the third and fourth quarters of 2018, we transferred $161.6 million of construction in process to property and equipment, including the building of $140.4 million . Certain manufacturing equipment and processes are still in progress which are expected to be completed in 2019. The carrying value of the lease financing obligation related to the building, was $33.5 million and $15.7 million , as of December 31, 2018 and 2017 , respectively. We recorded $10.5 million and $14.5 million in accrued liabilities on the consolidated balance sheets related to Norwood property and equipment as of December 31, 2018 and 2017 , respectively. During the construction period, we bifurcated our future lease payments pursuant to the lease into: (i) a portion that is allocated to the building; and (ii) a portion that is allocated to the land on which the building is located, which is recorded as rental expense. The fair value of the building and the land were estimated by us with the assistance of a third-party valuation expert and giving consideration to comparable properties. Although we did not begin making lease payments pursuant to the lease until October 2017, the portion of the lease obligation allocated to the land is treated for accounting purposes as an operating lease commencing on October 1, 2016. Rent expense, comprised solely of land rent, was approximately $1.2 million , $1.3 million and $0.2 million during the years ended December 31, 2018 , 2017 and 2016 , respectively, related to the lease. We incurred $3.0 million in interest expense and $1.8 million in depreciation expense relating to the building for the year ended December 31, 2018 . There was no expense recorded for the years ended December 31, 2017 or 2016 as the building had not been placed in service. Upon completion of the construction of the building, we evaluated the lease and determined that it did not meet the criteria for “sale-leaseback” treatment. Accordingly, we depreciate the building and incur interest expense related to the lease financing obligation recorded on our balance sheet. We bifurcate our lease payments pursuant to the lease into: (i) a portion that is allocated to the building; and (ii) a portion that is allocated to the land on which the building was constructed. The portion of the lease obligation allocated to land is treated as an operating lease . The lease will terminate in September 2032. We have the option to extend the term for two extension periods of ten years each at market-based rents. The base rent is subject to increases over the term of the lease. We have provided a security deposit of $8.9 million that is classified as non-current restricted cash on the consolidated balance sheets as of December 31, 2018 and 2017 . In April 2017, we entered into a lease agreement for land adjacent to Norwood. We determined, for accounting purposes, this land lease should be accounted for separately from the lease entered in August 2016. The lease commenced in April 2017, with rental fees beginning at a rate of $0.3 million per annum and escalating over the thirty-five year term of the lease. We record rent expense on a straight-line basis through the end of the lease term, inclusive of the period in which there are no scheduled rent payments, and record deferred rent on the consolidated balance sheet, accordingly. Total rent expense, for the years ended December 31, 2018 , 2017 and 2016 was $19.1 million , $18.6 million , $13.7 million , respectively. Future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2018 , are as follows (in thousands): Years ending December 31 (1) : 2019 $ 20,027 2020 20,404 2021 20,937 2022 20,208 2023 17,235 Thereafter 112,958 Total $ 211,769 _________ (1) The amounts in the table above do not include the optional extensions in the Norwood lease terms, or the Norwood obligations entered into after December 31, 2018. Strategic Collaborations Under our strategic collaboration agreements, we are committed to perform certain research, development, and manufacturing activities. As part of our PCV Agreement and PCV/SAV Agreement with Merck, we are committed to perform certain research, development and manufacturing activities related to PCV products through an initial Phase 2 clinical trial up to a budgeted amount of $243.0 million and $200.0 million as of December 31, 2018 and 2017 , respectively (Note 3). Legal Proceedings We are not currently a party to any material legal proceedings. Indemnification Obligations As permitted under Delaware law, we indemnify our officers, directors, and employees for certain events, occurrences while the officer, or director is, or was, serving at our request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime. We have standard indemnification arrangements in its leases for laboratory and office space that require it to indemnify the landlord against any liability for injury, loss, accident, or damage from any claims, actions, proceedings, or costs resulting from certain acts, breaches, violations, or non-performance under our leases. Through December 31, 2018 and 2017 , we had no t experienced any losses related to these indemnification obligations, and no material claims were outstanding. We do not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established. Purchase Commitments and Purchase Orders As of December 31, 2018 , we had $2.5 million non-cancelable purchase commitments for clinical services which will be expected to be paid during 2019 and 2020. In addition to manufacturing commitments, we have agreements with third parties for various services, including services related to clinical operations and support, for which we are not contractually able to terminate for convenience and avoid any and all future obligations to the vendors. Certain agreements provide for termination rights subject to termination fees or wind down costs. Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. At December 31, 2018 , we had cancelable open purchase orders of $64.2 million in total under such agreements for our significant clinical operations and support. These amounts represent only our estimate of those items for which we had a contractual commitment to pay at December 31, 2018 , assuming we would not cancel these agreements. The actual amounts we pay in the future to the vendors under such agreements may differ from the purchase order amounts. Licenses to Patented Technology On June 26, 2017, we entered into sublicense agreements with Cellscript, LLC and its affiliate, mRNA RiboTherapeutics, Inc. to sublicense certain patent rights. Pursuant to each agreement, we are required to pay certain license fees, annual maintenance fees, minimum royalties on future net sales and milestone payments contingent on achievement of certain development, regulatory and commercial milestones for specified products, on a product-by-product basis. We concluded the assets acquired in connection with the sublicense agreements should be accounted for as an asset acquisition of in-process research and development. Accordingly, all payments to be made that meet the characteristics of research and development expenses with no alternative future use will be expensed in the period in which they are incurred. As such, the initial sublicense payments totaling $28.0 million were expensed at inception and future sublicense payments will be recorded when it becomes certain we will be obliged to make the future payments. Additionally, the development and regulatory milestone payments, up to $1.5 million for therapeutic and prophylactic products and up to $0.5 million for diagnostic products will be recognized as a cost of the asset acquired upon resolution of the associated contingency and will be capitalized or expensed depending on the nature of the associated asset as of the date of recognition. Conversely, commercial milestone payments, up to $24.0 million for therapeutic and prophylactic products will be accounted for as additional expense of the related product sales in the period in which the corresponding sales occur. In conjunction with the agreements entered in 2017 , we recognized expense of $53.3 million , and paid consideration of $28.3 million in 2017 . We recorded $25.0 million of accrued liabilities in the consolidated balance sheet as of December 31, 2017. For the year ended December 31, 2018, we recognized expense of $22.0 million and paid consideration of $25.0 million , which was previously accrued as of December 31, 2017. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Units and Common Units | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Units and Common Units | Redeemable Convertible Preferred Units and Common Units As of December 31, 2018 and 2017 , we had no outstanding, redeemable convertible preferred units, common units or incentive units as a result of the 2016 Reorganization. Redeemable Convertible Preferred Units Prior to the 2016 Reorganization on August 10, 2016, we had two classes of units: (i) capital units, comprising preferred units and common units; and (ii) incentive units, comprising non-voting and voting incentive units. As of January 1, 2016, we had 59,121,793 common units, 394,685,560 preferred units outstanding (Series A, B, C, D and E), and 2,791,240 incentive units outstanding. 2016 Reorganization On August 10, 2016, we completed a series of reorganizational transactions, which included the Stock Split. Moderna Therapeutics, Inc. continued to exist as the parent corporation with Moderna LLC surviving as the wholly owned subsidiary of Moderna Therapeutics, Inc. As part of the transactions: (i) each issued and outstanding redeemable convertible preferred unit and common unit of Moderna LLC outstanding as of the 2016 Reorganization was exchanged for shares of redeemable convertible preferred stock and common stock, respectively, of Moderna Therapeutics, Inc.; (ii) previously outstanding incentive units of Moderna LLC were exchanged for shares of restricted common stock of Moderna Therapeutics, Inc.; (iii) previously outstanding options to purchase common units of Moderna LLC were exchanged for options to purchase common stock of Moderna Therapeutics, Inc; and (iv) for the effect of the Stock Split. If such outstanding units or options were subject to vesting at the time of the 2016 Reorganization, then such shares or options issued by Moderna Therapeutics, Inc. were subject to continued vesting pursuant to the same terms. The following is a summary of the impact of the 2016 Reorganization. • Each outstanding redeemable convertible preferred unit of Series A, B, C, D and E of Moderna LLC was exchanged for shares of Series A, B, C, D and E redeemable convertible preferred stock, respectively, of Moderna. • Each outstanding common unit of Moderna LLC was exchanged for shares of common stock of Moderna, and if such outstanding unit was subject to vesting at the time of such exchange, then such common stock was issued by Moderna subject to continued vesting to the same extent as such outstanding common unit. • Each outstanding incentive unit issued pursuant to Moderna LLC’s 2013 Equity Incentive Plan was exchanged for shares of restricted common stock of Moderna Therapeutics, Inc. under Moderna Therapeutics, Inc.’s 2016 Stock Option and Grant Plan. Additionally, incentive unit holders were granted options to purchase common stock of Moderna Therapeutics, Inc. If such outstanding incentive unit was subject to vesting at the time of such exchange, then such restricted common stock and stock options were issued by Moderna Therapeutics, Inc. subject to continued vesting to the same extent as such outstanding incentive unit. • Each outstanding option to purchase common units issued pursuant to Moderna LLC’s 2013 Unit Option and Grant Plan was exchanged for an option to purchase common stock of Moderna Therapeutics, Inc. under Moderna Therapeutics, Inc. 2016 Stock Option and Grant Plan, and if such outstanding unit option was subject to vesting at the time of such exchange, then such stock option was issued by Moderna Therapeutics, Inc. subject to continued vesting to the same extent as such outstanding unit option. |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock and Common Stock | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock and Common Stock | Redeemable Convertible Preferred Stock and Common Stock On February 28, 2018 and May 7, 2018, the Board of Directors approved an amendment to our Certificate of Incorporation resulting in a total of 775,000,000 shares of common stock and a total of 509,352,795 shares of redeemable convertible preferred stock being authorized, respectively. Upon completion of our IPO, our authorized capital stock consists of 1,600,000,000 shares of common stock, par value $0.0001 per share, and 162,000,000 shares of preferred stock, par value $0.0001 per share, all of which shares of preferred stock are undesignated. On December 11, 2018, we completed our IPO, whereby we sold 26,275,993 shares of common stock at a price of $23.00 per share. The aggregate net proceeds received by us from the IPO were $563.0 million , net of underwriting discounts and commissions of $33.2 million and offering expenses of $8.1 million payable by us. Upon the closing of the IPO, all of the outstanding shares of our redeemable convertible preferred stock were converted into 236,012,913 shares of the common stock. As of December 31, 2018 , we did not have any convertible preferred stock issued or outstanding. Each share of Common Stock is entitled to one vote. The holders of Common Stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors, subject to all the rights, powers and preferences of the undesignated preferred stock. Our redeemable convertible preferred stock on the day immediately prior to the closing of our IPO, or December 11, 2018, and December 31, 2017 consisted of the following (in thousands, except share amounts): Redeemable Convertible Preferred Shares Authorized Redeemable Carrying Value Liquidation Preference As of December 11, 2018 Series A redeemable convertible preferred stock 42,000,000 42,000,000 $ 182 $ 2,859 Series B redeemable convertible preferred stock 122,296,280 122,296,280 770 12,493 Series C redeemable convertible preferred stock 85,669,774 85,669,774 36,238 41,750 Series D redeemable convertible preferred stock 63,291,156 63,021,976 163,355 188,840 Series E redeemable convertible preferred stock 81,428,340 80,884,240 498,525 498,814 Series F redeemable convertible preferred stock 54,001,241 54,001,241 473,532 474,131 Series G redeemable convertible preferred stock 55,666,004 55,666,004 549,413 560,000 Series H redeemable convertible preferred stock 5,000,000 5,000,000 111,546 125,000 Balance at December 11, 2018 509,352,795 508,539,515 $ 1,833,561 $ 1,903,887 Redeemable Convertible Preferred Shares Authorized Redeemable Liquidation Preference As of December 31, 2017 Carrying Value Series A redeemable convertible preferred stock 42,000,000 42,000,000 $ 182 $ 2,701 Series B redeemable convertible preferred stock 122,296,280 122,296,280 770 11,801 Series C redeemable convertible preferred stock 85,669,774 85,669,774 36,238 39,676 Series D redeemable convertible preferred stock 63,291,156 63,291,156 164,059 179,462 Series E redeemable convertible preferred stock 81,428,340 81,428,340 501,880 502,169 Series F redeemable convertible preferred stock 54,001,241 54,001,241 473,532 474,131 Balance at December 31, 2017 448,686,791 448,686,791 $ 1,176,661 $ 1,209,940 Redeemable Convertible Preferred Stock We determined the exchange of common units, Series A, B, C, D and E redeemable convertible preferred units, incentive units, restricted stock units, and unit options upon the 2016 Reorganization was a modification of such units. Accordingly, the Series A, B, C, D and E redeemable convertible preferred stock were recorded at their historical carrying values, including previously accrued cumulative dividends, on the effective date of the 2016 Reorganization. Contemporaneous with the 2016 Reorganization, we entered into a preferred stock purchase agreement which authorized the sale and issuance of up to 68,337,129 shares of our Series F redeemable convertible preferred stock at a purchase price of $8.78 per share. We completed a financing in August 2016 which resulted in the issuance of an aggregate of 54,001,241 shares of Series F redeemable convertible preferred stock at an issuance price of $8.78 per share for gross proceeds of $474.1 million , less issuance costs of approximately $0.6 million . In February 2018 and May 2018, we completed additional preferred stock financings which resulted in the issuance of 55,666,004 shares of Series G redeemable convertible preferred stock and 5,000,000 shares of Series H redeemable convertible preferred stock , respectively. Series G redeemable convertible preferred stock was issued at a purchase price of $10.06 per share for gross proceeds of $560.0 million , less issuance costs of $10.5 million . Series H redeemable convertible preferred stock was issued at a purchase price of $25.00 per share for gross proceeds of $112.0 million , less issuance costs of $0.4 million . The Series H preferred stock is not convertible at the option of the holder until after February 7, 2020, after which, it will be convertible into common stock on a one-for- 1.14 basis because the applicable original issuance price for such series is $25.00 and the initial applicable conversion price is $21.93 (adjusted for the reverse stock split). The initial carrying amount of the Series H redeemable convertible preferred stock was recorded at its fair value of $22.39 per share, which we determined based in part on an independent third-party valuation contemporaneously performed. The difference between the purchase price and the fair value of Series H redeemable convertible preferred stock was determined to be the premium associated with the Merck PCV/SAV Agreement entered in conjunction with the Series H issuance and recorded to deferred revenue of $13.0 million (Note 3). In September 2018, we repurchased 269,180 shares of our Series D redeemable convertible preferred stock and 544,100 shares of our Series E redeemable convertible preferred stock for an aggregate purchase price of $8.2 million . The repurchase was recorded as a decrease of carrying value of preferred stock and the excess of the purchase price paid to an existing shareholder over the carrying amount of redeemable convertible preferred stock surrendered was recorded to additional paid-in capital. The following table summarizes the activity for each series of our outstanding redeemable convertible preferred stock for the years ended December 31, 2018 and 2017 (in thousands, except share data): Series A Redeemable Convertible Preferred Stock Series B Redeemable Convertible Preferred Stock Series C Redeemable Convertible Preferred Stock Series D Redeemable Convertible Preferred Stock Series E Redeemable Convertible Preferred Stock Series F Redeemable Convertible Preferred Stock Series G Redeemable Convertible Preferred Stock Series H Redeemable Convertible Preferred Stock Total Redeemable Convertible Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount December 31, 2015 — — — — — — — — — — — — — — — — — — Exchange of units for stock on 2016 Reorganization (split adjusted) 42,000,000 182 122,296,280 770 85,669,774 36,238 63,291,156 164,059 81,428,340 501,880 — — — — — — 394,685,550 703,129 Issuance of Series F redeemable convertible preferred stock, net of issuance costs of $599 — — — — — — — — — — 54,001,241 473,532 — — — — 54,001,241 473,532 Balance at December 31, 2017 42,000,000 $ 182 122,296,280 $ 770 85,669,774 $ 36,238 63,291,156 $ 164,059 81,428,340 $ 501,880 54,001,241 $ 473,532 — $ — — $ — 448,686,791 $ 1,176,661 Issuance of Series G redeemable convertible preferred stock, net of issuance costs of $10,517 — — — — — — — — — — — — 55,666,004 549,413 — — 55,666,004 549,413 Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $474 — — — — — — — — — — — — — — 5,000,000 111,546 5,000,000 111,546 Repurchase of Series D redeemable convertible preferred stock — — — — — — (269,180 ) (704 ) — — — — — — — — (269,180 ) (704 ) Repurchase of Series E redeemable convertible preferred stock — — — — — — — — (544,100 ) (3,355 ) — — — — — — (544,100 ) (3,355 ) Conversion of redeemable convertible preferred stock (42,000,000 ) (182 ) (122,296,280 ) (770 ) (85,669,774 ) (36,238 ) (63,021,976 ) (163,355 ) (80,884,240 ) (498,525 ) (54,001,241 ) (473,532 ) (55,666,004 ) (549,413 ) (5,000,000 ) (111,546 ) (508,539,515 ) (1,833,561 ) Balance at December 31, 2018 — $ — — $ — — $ — — $ — — $ — — $ — — $ — — $ — — $ — Prior to the conversion of the redeemable convertible preferred stock into the common stock upon the closing of the IPO in December 2018, the holders of the redeemable convertible preferred stock had the following rights: Voting Rights The holders of redeemable convertible preferred stock were entitled to vote on all matters and had the number of votes equal to the number of shares of common stock into which the shares of redeemable convertible preferred stock were convertible. Certain directors comprising the Board of Directors were elected by majority vote of holders of redeemable convertible preferred stock. A majority vote of the holders of redeemable convertible preferred stock was required to liquidate or dissolve the Company, amend the Certificate of Incorporation or Bylaws, reclassify common stock or establish another class of capital stock, create shares that would rank senior to or authorize additional shares of redeemable convertible preferred stock, declare a dividend or make a distribution, change the authorized number of directors constituting the Board of Directors, or establish a new employee stock option plan. Dividends Dividends were cumulative and accrued annually, whether or not declared, and whether or not there were net profits available to pay dividends. The holders of Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series C redeemable convertible preferred stock and Series D redeemable convertible preferred stock were entitled to dividends, at a rate per share, per annum, of $0.004 , $0.006 , $0.02568 , and $0.171 , respectively. The holders of the Series E redeemable convertible preferred stock, Series F redeemable convertible preferred stock, Series G redeemable convertible preferred stock and Series H redeemable convertible preferred stock were not entitled to dividends with respect to such shares. All accrued dividends on the redeemable convertible preferred stock were forfeited, as a result of the conversion to common stock, in connection with the closing of our IPO on December 11, 2018. Liquidation Preference The holders of the redeemable convertible preferred stock had preferences in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, as defined in the Third Amended and Restated Certificate of Incorporation. The preferences are set forth below: i. first, to the holders of Series H redeemable convertible preferred stock and Series G redeemable convertible preferred stock, on a pari passu basis, an amount equal to the greater of (a) each respective original issue price plus dividends declared but unpaid or (b) such amount that would be payable had all respective shares been converted to common stock; ii. next, to the holders of the Series F redeemable convertible preferred stock an amount equal to the greater of (a) the original issue price plus dividends declared but unpaid or (b) such amount that would be payable had all respective shares been converted to common stock; iii. next, to the holders of the Series E redeemable convertible preferred stock an amount equal to the greater of (a) the original issue price plus dividends declared but unpaid or (b) such amount that would be payable had all respective shares been converted to common stock; iv. next, to the holders of the Series C redeemable convertible preferred stock an amount equal to the greater of (a) the original issue price plus the Series C redeemable convertible preferred stock dividends accrued but unpaid or (b) such amount that would be payable had all respective shares been converted to common stock; v. next, pari passu , in relation to the holders of the Series A redeemable convertible preferred stock an amount equal to the greater of (a) the original issue price plus the Series A redeemable convertible preferred stock dividends accrued but unpaid or (b) such amount that would be payable had all respective shares been converted to common stock and in relation to the holders of the Series B redeemable convertible preferred stock an amount equal to the greater of (a) the original issue price plus the Series B redeemable convertible preferred stock dividends accrued but unpaid or (b) such amount that would be payable had all respective shares been converted to common stock; vi. next, to the holders of the Series D redeemable convertible preferred stock an amount equal to the Series D redeemable convertible preferred stock dividends accrued but unpaid; and vii. finally, to all holders of common stock, pro rata based on the number of shares held by each such holder. Redemption Pursuant to the Third Amended and Restated Certificate of Incorporation as of May 7, 2018 the redeemable convertible preferred stock did not have any redemption rights that were at the election of the holder. However, the redeemable convertible preferred stock was entitled to payment upon the occurrence of certain contingent events. As it relates to the payment upon the occurrence of a contingent event, we evaluated the redeemable convertible preferred stock in accordance with the guidance in FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), and determined that the payment of liquidation amounts due upon the occurrence of a contingent event was not solely within our control and accordingly the redeemable convertible preferred stock was classified in temporary equity in the consolidated balance sheet. As it relates to the accretion to redemption value, the redeemable convertible preferred stock was not then redeemable, nor was it probable that the instrument would become redeemable, as it was only redeemable upon the occurrence of a contingent event. Accordingly, no accretion was recognized for the redeemable convertible preferred stock and it would not have been accreted until it was probable that the shares would become redeemable. At December 31, 2017 , the occurrence of the contingent events was not considered probable. Conversion Each share of Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series C redeemable convertible preferred stock, Series D redeemable convertible preferred stock, Series E redeemable convertible preferred stock, Series F redeemable convertible preferred stock, and Series G redeemable convertible preferred stock was convertible at the option of the holder, at any time, into the number of shares of fully paid and non-assessable shares of common stock determined by dividing the applicable original issue price for such series of redeemable convertible preferred stock by the applicable conversion price then in effect for such series. The applicable conversion price was initially $0.11 , $0.17 , $0.70 , $4.65 , $13.45 , $19.14 , and $21.93 per share (as adjusted for the reverse stock split), for the Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series C redeemable convertible preferred stock, Series D redeemable convertible preferred stock, Series E redeemable convertible preferred stock, Series F redeemable convertible preferred stock, and Series G redeemable convertible preferred stock, respectively. In the case of Series H redeemable convertible preferred stock, shares were not convertible at the option of the holder until the date that was twenty-one months following the date of filing of the Third Amended and Restated Certificate of Incorporation, February 7, 2020, after which, shares were convertible at the option of the holder with an applicable conversion price of $21.93 per share, consistent with the mechanics of conversion for the other series of redeemable convertible preferred stock (as adjusted for the reverse stock split). Each applicable conversion ratio would have been adjusted, if applicable, at the time of conversion of a share of redeemable convertible preferred stock into common stock. The adjustment contemplated cash distributions made to holders of the redeemable convertible preferred stock through the date of conversion by decreasing the number of shares of common stock into which the redeemable convertible preferred stock converted by an amount equal to the distributions divided by the fair value of the common stock at the time of conversion. All outstanding shares of redeemable convertible preferred stock were automatically converted into fully paid and non-assessable shares of common stock at the applicable conversion ratio then in effect upon: (i) the date and time, or the occurrence of an event, specified by vote or written consent of the requisite vote; (ii) the closing of a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, as approved by the Board of Directors; or (iii) the date and time, or occurrence of an event, specified by vote or written consent of the holders of a majority or two-thirds (as applicable) of the then outstanding shares of the associated series of redeemable convertible preferred stock (applicable on a series-by-series basis). In the case of Series H redeemable convertible preferred stock, in the event of an automatic conversion prior to the twenty-one-month anniversary, shares converted at (a) in the case of an IPO, a 10% discount to the price per share of common stock sold pursuant to this Annual Report on Form 10-K; provided that such discounted price was no lower than $21.93 or (b) in the case of a liquidation, dissolution, winding up or deemed liquidation event, a 10% discount to the price per share payable to the holders of common stock; provided that such discounted price was no lower than $21.93 . Common stock Holders of common stock are entitled to one vote per share and are entitled to receive dividends, if and when declared by our Board of Directors. In the event of liquidation, holders of common stock share ratably in our assets legally available for distribution to our shareholders. Holders of common stock have no preemptive, subscription, redemption or conversion rights. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Equity Plans In October 2013, we adopted the 2013 Equity Incentive Plan (the 2013 Incentive Plan) and the 2013 Unit Option and Grant Plan (the 2013 Option Plan), which provided for the grant of incentive units, non-qualified unit options, and restricted and unrestricted unit awards to our employees, officers, directors, advisors, and outside consultants. Historically, we also granted restricted stock to founders, officers, directors, and advisors outside any of the Plans. In August 2016, we adopted the 2016 Stock Option and Grant Plan (the 2016 Equity Plan), which replaced the 2013 Option Plan and the 2013 Incentive Plan. The 2016 Equity Plan and provided for the grant of incentive stock options, non-qualified stock options, restricted stock, unrestricted stock, and restricted stock units to our employees, officers, directors, consultants, and other key persons. In connection with the IPO, we adopted the 2018 Stock Option and Incentive Plan (the 2018 Equity Plan) in November 2018. The 2018 Equity Plan became effective on the date immediately prior to the effective date of the IPO and replaced our 2016 Plan. The 2018 Equity Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce. We have initially reserved 13,000,000 shares of our common stock for the issuance of awards under the 2018 Equity Plan. The 2018 Equity Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Equity Plan and the 2016 Plan will be added back to the shares of common stock available for issuance under the 2018 Equity Plan. The terms and conditions of stock-based awards are defined at the sole discretion of our Board of Directors. We issue service-based awards, vesting over a defined period of service, and performance-based awards, vesting upon achievement of defined conditions. Service based awards generally vest over a four -year period, with the first 25% of such awards vesting following twelve months of continued employment or service. The remaining awards vests in twelve quarterly installments over the following twelve quarters. Stock options granted under the 2016 Equity Plan expire ten years from the date of grant and the exercise price must be at least equal to the fair market value of common stock on the grant date. The number of shares initially reserved for issuance under the 2016 Equity Plan was 37,280,385 . On March 3, 2017 and February 28, 2018, our Board of Directors approved 11,009,178 and 11,467,886 additional shares, respectively, of common stock be authorized for issuance under the 2016 Equity Plan, resulting in an aggregate of 59,757,449 shares authorized for issuance under the 2016 Equity Plan. Upon adoption of the 2016 Equity Plan and consummation of the 2016 Reorganization, there were no shares outstanding or available for future grant under any of the preceding equity plans. As of December 31, 2018 , we had a total of 58.6 million shares reserved for future issuance under our Equity Plans, of which 50.8 million shares were reserved for options previously granted, and 7.8 million shares were available for future grants under the 2018 Equity Plan. No additional awards will be granted under the 2016 Equity Plan as it was replaced by the 2018 Equity Plan. 2018 Employee Stock Purchase Plan In November 2018, we adopted the 2018 Employee Stock Purchase Plan (the ESPP), which became effective on December 5, 2018. The ESPP initially reserves and authorizes the issuance of up to a total of 810,000 shares of common stock to participating employees. We will make one or more offerings, consisting of one or more purchase periods, each year to our employees to purchase shares under the ESPP. Offerings will usually begin every six months and will continue for six -month periods, referred to as offering periods. The purchase price at which shares are sold under the ESPP will be equal to 85% of the lower of the fair market value of the shares on the first business day of the offering period or the last business day of the purchase period. Employees are generally eligible to participate through payroll deductions of between 1% to 50% of their compensation and may not purchase more than 3,000 shares of common stock during each purchase period or $25,000 worth of shares of common stock in any calendar year. We had not made any offerings during the year ended December 31, 2018 . 2016 Reorganization Pursuant to the 2016 Reorganization, we cancelled all outstanding incentive units of Moderna LLC and exchanged such incentive units into 7,241,077 shares of restricted stock of Moderna Therapeutics, Inc., based on an applicable conversion ratio, which are subject to the same vesting conditions as the originally issued incentive units. In addition, we issued to the incentive unit holders 5,489,308 options to purchase common stock of Moderna Therapeutics, Inc., based on the original number of incentive units granted, as split adjusted, less the number of shares of restricted stock issued in conjunction with the 2016 Reorganization. The weighted average grant date fair value of such restricted stock was $12.15 per share, based on the fair value of the common stock as of the 2016 Reorganization. The options to purchase common stock issued in relation to the incentive units were granted with a strike price of $19.15 and an expiration date of ten years from the 2016 Reorganization, but otherwise subject to the same vesting conditions as the original incentive units. The weighted average grant date fair value of such options issued was $3.34 per option, based on the Black-Scholes option pricing model. We accounted for the exchange of incentive units in Moderna LLC for restricted stock and for the additional options granted to purchase common stock of Moderna Therapeutics, Inc., as a modification in accordance with the requirements of ASC 718. Accordingly, we determined there was excess fair value of the replacement awards over the fair value of the cancelled awards at the cancellation date, which resulted in incremental compensation expense of $30.9 million related to 234 employees and former employees, and $1.5 million related to 13 non-employees. The incremental fair value related to vested awards was recognized immediately as compensation expense in the year ended December 31, 2016 . The incremental fair value of unvested awards and any remaining unrecognized compensation of the original awards are recognized as compensation expense over the remaining vesting period. Additionally, the non-employee incentive units which were exchanged into restricted stock and the additional options to purchase common stock are re-measured based on the fair value of the respective modified award at each reporting date. Options We have granted options generally through the 2018 Equity Plan and 2016 Equity Plan. The following table summarizes our option activity as of December 31, 2018 and 2017: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) (in thousands) Outstanding at December 31, 2017 33,684,134 9.31 4.91 7.8 years 130,587 Granted 19,223,123 17.01 9.33 Exercised (446,864 ) 4.05 2.36 Canceled/forfeited (1,639,261 ) 12.70 7.58 Outstanding at December 31, 2018 50,821,132 12.16 6.59 7.1 years 220,434 Exercisable at December 31, 2018 22,118,203 7.86 3.53 5.8 years 179,459 Vested and expected to vest at December 31, 2018 28,705,512 15.48 8.95 8.2 years 40,983 _______ (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2018 . The total intrinsic value of options exercised was $5.3 million , less than $0.1 million and $0.2 million for the years ended December 31, 2018 , 2017 and 2016, respectively. Stock-based compensation for options granted is determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of the options granted for the years ended December 31, 2018 , 2017 and 2016 are as follows: Weighted Average Years Ended December 31, 2018 2017 2016 Risk-free interest rate 2.76 % 2.02 % 1.65 % Expected term 6.27 years 6.21 years 5.98 years Expected volatility 63 % 63 % 68 % Expected dividends — % — % — % Weighted average fair value per share $ 9.33 $ 7.96 $ 3.82 The risk-free interest rate assumption for options is based on the U.S. Treasury yield curve rate at the date of grant with a maturity approximating the expected term of the grant. The expected term assumption for options granted to employees is determined using the simplified method that represents the average of the contractual term of the option and the weighted average vesting period of the option. We use the simplified method because we do not have sufficient historical option exercise data to provide a reasonable basis upon which to estimate expected term. For non-employee options, the contractual term of the option issued is used as the expected term. Assumption as to expected volatility for our common stock is based on an average of the historical volatility of a peer group of public companies that we believe are similar in nature to us. The historical volatility is generally calculated based on a period of time commensurate with the expected term assumption. The assumed dividend yield is based upon our expectation of not paying dividends in the foreseeable future. Prior to the IPO, the fair values per share was determined by our board of directors as of the date of each grant based on the independent third-party valuations, taking into consideration various objective and subjective factors. Restricted Common Stock We have granted restricted stock awards generally through the 2016 Equity Plan. The following table summarizes our restricted stock activity during the year ended December 31, 2018 : Number of Weighted Average Grant Date per Share Outstanding, non-vested at December 31, 2017 1,081,205 $ 12.15 Issued — — Vested (856,135 ) 12.15 Canceled/forfeited (26,473 ) 12.15 Outstanding, non-vested at December 31, 2018 198,597 12.15 The aggregate fair value of restricted stock awards vested during the years ended December 31, 2018 , 2017 and 2016 , were $11.9 million , $21.1 million , $51.1 million , respectively. Restricted Common Stock Units We have granted restricted stock awards generally through the 2016 Equity Plan. The following table summarizes our restricted stock unit activity during the year ended December 31, 2018 : Units Weighted-Average per Unit Outstanding, non-vested at December 31, 2017 458,715 $ 11.93 Issued — — Vested (1) (401,371 ) 11.93 Canceled/forfeited — — Pending settlement (1) 401,371 11.93 Outstanding, non-vested at December 31, 2018 458,715 — _________ (1) The vested restricted stock units will be settled for common stock on the date which is 360 days after the consummation of the IPO. Stock-Based Compensation Expense The following table presents the components and classification of stock-based compensation expense for the years ended December 31, 2018 , 2017 and 2016 as follows (in thousands): Years Ended 2018 2017 2016 Options $ 63,288 $ 31,724 $ 23,607 Restricted common stock and units 9,277 8,331 11,370 Common — — 4,383 Total $ 72,565 $ 40,055 $ 39,360 Research and development $ 37,659 $ 21,679 $ 20,687 General and administrative 34,906 18,376 18,673 Total $ 72,565 $ 40,055 $ 39,360 For the years ended December 31, 2018 , 2017 and 2016 , we recognized stock-based compensation expense of $10.6 million , $0.8 million and $1.2 million , respectively, related to performance-based awards, including awards with vesting or commencement contingent upon the IPO, for which achievement of such performance-based condition was deemed probable. For the years ended December 31, 2018 , 2017 and 2016 , $0.7 million , $1 million and $2.4 million , respectively, of stock-based compensation expense related to non-employee awards. As of December 31, 2018 , there were $217.6 million of total unrecognized compensation cost related to non-vested stock-based compensation with respect to options and restricted stock granted. That cost is expected to be recognized over a weighted-average period of 3.7 years at December 31, 2018 . |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit Plan We provide a retirement savings option to our eligible U.S. employees through the Moderna, Inc. 401(k) Plan (the 401(k) Plan), subject to certain limitations. As allowed under Section 401(k) of the Internal Revenue Code, the 401(k) Plan allows tax deferred salary deductions for eligible employees. We match 50% up to the first 6% contributed by a participant. All matching contributions are immediately vested. Total matching contributions to the 401(k) Plan were $2.1 million , $2.1 million , $1.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before provision for (benefit from) income taxes for the years ended December 31, 2018 , 2017 and 2016 consist of the following (in thousands): Years Ended 2018 2017 2016 United States $ (380,473 ) $ (247,784 ) $ (211,786 ) Foreign (3,935 ) (8,212 ) (3,382 ) Loss before provision for (benefit from) income taxes $ (384,408 ) $ (255,996 ) $ (215,168 ) The provision for (benefit from) income taxes for the years ended December 31, 2018 , 2017 and 2016 consist of the following components (in thousands): Years Ended 2018 2017 2016 Current: Federal $ (26 ) $ (252 ) $ 704 State 352 172 51 Total current 326 (80 ) 755 Deferred: Federal — — 288 Total deferred — — 288 Total income tax provision for (benefit from) income taxes $ 326 $ (80 ) $ 1,043 The reconciliation of the U.S. statutory income tax rate to our effective tax rate for the years ended December 31, 2018 , 2017 and 2016 are as follows: Years Ended 2018 2017 2016 Tax effected at statutory rate 21.0 % 34.0 % 34.0 % State taxes, net of federal benefit 6.3 % 8.5 % 5.1 % Non-deductible items 0.0 % (1.3 )% (3.0 )% Change in valuation allowance (28.5 )% (20.4 )% (40.2 )% Federal research and development credits 1.5 % 4.8 % 4.3 % Foreign tax rate differential (0.2 )% (1.1 )% (0.5 )% Impact of federal rate change on net deferred taxes 0.0 % (25.0 )% 0.0 % Other (0.2 )% 0.5 % (0.2 )% Effective tax rate (0.1 )% 0.0 % (0.5 )% The significant components of our deferred tax assets and tax liabilities as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carry-forwards $ 114,932 $ 100,372 Stock-based compensation 33,138 15,637 Capitalized licenses, R&D and start-up costs 22,143 18,732 Tax credit carry-forwards 53,617 47,804 Accrued expenses 16,443 16,490 Deferred revenue 71,209 7,103 Lease financing obligation 9,149 — Other 2,870 1,997 Total gross deferred tax assets 323,501 208,135 Less: valuation allowance (308,273 ) (198,650 ) Total deferred tax assets, net of valuation allowance 15,228 9,485 Deferred tax liabilities: Fixed assets (15,228 ) (9,485 ) Total deferred tax liabilities (15,228 ) (9,485 ) Net deferred tax assets $ — $ — We have evaluated the positive and negative evidence bearing upon the realization of our deferred tax assets, including our history of losses and in accordance with the applicable accounting standards, has fully reserved the net deferred tax asset. We concluded that realization of our net deferred tax assets is not more-likely-than-not to be realized. The valuation allowance increased by $109.6 million in the year ended December 31, 2018, primarily due to the increase in net operating loss carry-forwards, stock-based compensation, and research and development tax credits.. On December 22, 2017, the Tax Cuts and Jobs Act (the TCJA) was enacted. The TCJA, among other things, contains significant changes to corporate taxation, including reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21% , limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks, one time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, elimination of U.S. tax on foreign earnings (subject to certain important exceptions), immediate deductions for certain new investments instead of deductions for depreciation expense over time, and modifying or repealing many business deductions and credits. Concurrent with the passing of the TCJA, the U.S. Securities and Exchange Commission (SEC) issued guidance under Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act directing taxpayers to consider the impact of the U.S. legislation as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the change in tax law. We recognize changes in tax law, including the TCJA, in the period in which the law is enacted. Accordingly, the effects of the TCJA were recognized in the financial statements for the year ended December 31, 2017 , resulting in a provisional estimate of $64.1 million reduction to deferred tax assets and a corresponding reduction in our valuation allowance. Our preliminary estimate of the effects of the TCJA in 2017, including the re-measurement of deferred tax assets and liabilities, was subject to the finalization of our analysis related to certain matters, such as developing interpretations of the provisions of the TCJA and the filing of our tax returns. U.S. Treasury regulations, administrative interpretations or court decisions interpreting the Act may require further adjustments and changes in estimates. As we collected and prepared necessary data, and interpreted the additional guidance of the TCJA, we completed our analysis to determine the effects of the TCJA as of December 31, 2018. No material adjustments were made in 2018. At December 31, 2018 , we had approximately $426.6 million and $402.0 million of federal and state net operating loss carry-forwards, respectively, of which $380.5 million of federal and $402.0 million of state loss carry-forwards begin to expire in 2030. Additionally, $36.8 million of federal net operating loss carry-forward will carry forward indefinitely. At December 31, 2018 we also had federal and state research and development credit carry-forwards of approximately $36.8 million and $18.8 million , respectively, which begin to expire in 2029. At December 31, 2018 , we also had state investment tax credit carry-forwards of approximately $2.5 million which begin to expire in 2019. Utilization of the net operating loss (NOL) and tax credit carry-forwards may be subject to a substantial annual limitation due to ownership change limitations that have occurred previously, or that could occur in the future, as provided by Section 382 of the Internal Revenue Code of 1986, as amended, or Section 382, as well as similar state provisions and other provisions of the Internal Revenue Code. Ownership changes may limit the amount of NOLs and tax credit carry-forwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382, results from transactions that increase the ownership of 5% shareholders in the stock of a corporation by more than 50% in the aggregate over a three-year period. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside our control. We file income tax returns in the United States and the Commonwealth of Massachusetts. All tax years since the date of our incorporation remain open to examination by the major taxing jurisdictions (state and federal) to which we are subject, as carry-forward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service (IRS) or other authorities if they have or will be used in a future period. We are not currently under examination by the IRS, or any other jurisdictions, for any tax year. We recognize, in our financial statements, the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. A reconciliation of the beginning and ending amounts of unrecognized tax benefits during the years ended December 31, 2018 and 2017 are as follows (in thousands): Balance as of December 31, 2016 $ 906 Decrease due to prior positions (15 ) Increase due to current year tax position 49 Balance as of December 31, 2017 940 Decrease due to prior positions (799 ) Increase due to current year tax positions — Balance as of December 31, 2018 $ 141 Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business. We do not anticipate a material change to our unrecognized tax benefits over the next twelve months that would have an adverse effect on our consolidated operating results. We recognize interest and penalties, if applicable, related to uncertain tax positions as a component of income tax expense; however, there have been none to date. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Net Loss per Share Attributable to Common Stockholders Basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2018 , 2017 and 2016 are calculated as follows (in thousands, except share and per share data): Years Ended 2018 2017 2016 Numerator: Net loss $ (384,734 ) $ (255,916 ) $ (216,211 ) Premium paid on repurchase of redeemable convertible preferred stock (4,127 ) — — Accretion of redeemable convertible preferred units — — (8,663 ) Cumulative dividends on redeemable convertible preferred stock (12,996 ) (13,925 ) (5,440 ) Net loss attributable to common stockholders $ (401,857 ) $ (269,841 ) $ (230,314 ) Denominator: Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 81,114,183 64,497,544 60,747,426 Net loss per share attributable to common stockholders, basic and diluted $ (4.95 ) $ (4.18 ) $ (3.79 ) The following common stock equivalents, presented based on amounts outstanding as of December 31, 2018 , 2017 and 2016 were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because their inclusion would have been anti-dilutive: December 31, 2018 2017 2016 Redeemable convertible preferred stock — 205,151,299 205,151,299 Stock options 50,821,132 33,684,134 25,691,663 Restricted common stock 198,597 1,081,205 2,998,141 Restricted common stock units 458,715 458,715 — 51,478,444 240,375,353 233,841,103 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Series G Redeemable Convertible Preferred Stock Financing On January 30, 2018 and on February 15, 2018, respectively, we entered into Series G Preferred Stock Purchase Agreements, pursuant to which we issued and sold an aggregate of 55,666,004 shares of our Series G redeemable convertible preferred stock at a price per share of $10.06 , for an aggregate purchase price of $560.0 million . The following table sets forth the number of shares of our Series G redeemable convertible preferred stock that we issued to our related parties in this transaction (in thousands, except share data): Name Shares of Total OCHA LLC (1) 50,000 $ 503 Viking Global Investors LP and affiliated entities (2) 745,526 $ 7,500 ______ (1) OCHA LLC is an entity controlled by an officer. (2) Consists of (1) 279,160 shares of Series G redeemable convertible preferred stock held by VGE III Portfolio Ltd.; (2) 148,974 shares of Series G preferred stock held by Viking Global Equities LP; (3) 8,737 shares of Series G redeemable convertible preferred stock held by Viking Global Equities II LP; (4) 129,537 shares of Series G preferred stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP; and (5) 179,118 shares of Series G redeemable convertible preferred stock held by Viking Long Fund Master Ltd. Series F Redeemable Convertible Preferred Stock Financing On August 10, 2016, we entered into a Series F redeemable convertible preferred stock Purchase Agreement pursuant to which we issued and sold an aggregate of 54,001,241 shares of our Series F redeemable convertible preferred stock at a price per share of $8.78 , for an aggregate purchase price of $474.1 million . The following table sets forth the number of shares of our Series F redeemable convertible preferred stock that we issued to our related parties in this transaction (in thousands, except share data): Name Shares of Total AstraZeneca and affiliated entities 15,945,330 $ 140,000 Boston Biotech Ventures LLC (1) 10,000 $ 88 Viking Global Investors LP and affiliated entities (2) 5,694,760 $ 50,000 _______ (1) Boston Biotech Ventures LLC is an entity controlled by an officer. (2) Consists of 5,694,760 shares of Series F preferred stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP. Other Transactions The following is a description of additional transactions we have engaged in for the years ended December 31, 2018 , 2017 and 2016, with our related parties. One of our board members currently serves as Senior Counsel at Covington & Burling LLP (Covington). We paid Covington approximately $0.2 million and $0.2 million for legal services for the year ended December 31, 2018 and 2017 , respectively. We had no outstanding accounts payable balances to Covington at December 31, 2018 , 2017 and 2016. AstraZeneca is considered to be a related party due to its equity ownership in us. We have also entered into strategic alliances with AstraZeneca. For the years ended December 31, 2018 , 2017 and 2016, we received payments of $34.0 million , $1.1 million and $72.0 million , respectively. At December 31, 2018 and 2017, our outstanding accounts receivable balances from AstraZeneca were $0.9 million and $1.5 million , respectively. Refer to Note 3 for a discussion of the strategic alliances and related transaction. |
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) | Selected Quarterly Financial Data (Unaudited) The following tables provide the unaudited selected quarterly financial data for the years ended December 31, 2018 and 2017 (in thousands, except per share data). We believe that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results of any future period. 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 29,039 $ 28,851 $ 41,757 $ 35,421 Total operating expenses 106,441 125,866 127,575 188,452 Loss from operations (77,402 ) (97,015 ) (85,818 ) (153,031 ) Net loss per share attributable to common stockholders - basic and diluted $ (1.16 ) $ (1.43 ) $ (1.32 ) $ (1.14 ) 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 30,328 $ 41,121 $ 42,472 $ 91,904 Total operating expenses 95,791 135,315 110,343 133,732 Loss from operations (65,463 ) (94,194 ) (67,871 ) (41,828 ) Net loss per share attributable to common stockholders - basic and diluted $ (1.03 ) $ (1.47 ) $ (1.05 ) $ (0.64 ) |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event In February 2019, we entered into a lease agreement for office and laboratory space located in Norwood, MA, (the new Norwood lease). The rent payment obligation for the new Norwood lease will commence fourteen months after the date the premises are delivered to us. The lease expires in 2031. Contemporaneously, we entered into a sublease agreement to sublease a portion of the new Norwood lease space to a third party. The minimum lease payment, net of sub lease income, is approximately $39.3 million in total through 2031. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative accounting principles generally accepted in the United States as found in the ASC and Accounting Standards Update (ASU) of the FASB. |
Principles of Consolidation | All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Conformity with GAAP requires us to make estimates and judgments that affect the reported amounts and related disclosures in the consolidated financial statements and accompanying notes. We base our estimates and judgments on historical information and other market-specific or various relevant assumptions, including in certain circumstances, future projections, that we believe to be reasonable under the circumstances. Our actual results could differ materially from estimates. Significant estimates relied upon in preparing these financial statements include, among others, those related to fair value of equity awards, revenue recognition, research and development expenses, leases, fair value of financial instruments, useful lives of property and equipment, income taxes, and our valuation allowance on our deferred tax assets. |
Segment Information | We have determined that our chief executive officer is the chief operating decision maker (CODM). The CODM reviews financial information presented on a consolidated basis. Resource allocation decisions are made by the CODM based on consolidated results. There are no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels or components below the consolidated unit level. As such, we have concluded that we operate as one segment. All our long-lived assets are located in the United States. |
Revenue Recognition | Our revenue is primarily generated through collaboration arrangements and grants from government-sponsored and private organizations. Our collaboration arrangements typically contain multiple elements, or deliverables, including licenses, options to obtain development and commercialization rights, research and development services, and obligations to develop and manufacture preclinical and clinical material. Such arrangements provide for various types of payments to us, including upfront payments, funding of research and development activities, funding for the purchase of preclinical and clinical material, technical, development, regulatory and commercial milestone payments, licensing fees, option exercise payments, and royalties based on product sales. We have received grants from various government-sponsored and private organizations for research and related activities. Grant revenue is recognized in the period grant-related activities are performed. We analyze our collaboration arrangements to assess whether they are within the scope of FASB ASC Topic 808, Collaborative Arrangements (ASC 808) to determine whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. For arrangements under the scope of ASC 808, we recognize our allocation of the shared costs incurred with respect to the jointly conducted activities as a component of the related expense in the period incurred. We also consider the guidance in FASB ASC Topic 605-45, Revenue Recognition—Principal Agent Considerations in determining the appropriate treatment for the transactions between us and the strategic collaborator and the transactions between us and other third parties. The classification of transactions under the collaboration arrangements is determined based on the nature and contractual terms of the arrangement along with the nature of the operations of the participants. Any consideration related to activities in which we are considered the principal, which includes being the primary obligor and having the risks and rewards of ownership, are accounted for as gross revenue. We recognize revenue in accordance with FASB ASC Topic 605, Revenue Recognition (ASC 605). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. We are often entitled to bill according to contractual terms of our collaboration arrangements and receive payment in advance of satisfying the revenue recognition criteria. Amounts expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue in current liabilities. Amounts not expected to be recognized as revenue within the twelve months following the balance sheet date are classified as deferred revenue, non-current. Collaboration Revenue We analyze multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition—Multiple-Element Arrangements (ASC 605-25). Accordingly, we evaluate multiple-element arrangements to determine: (i) the deliverables included in the arrangement; and (ii) whether each deliverable in the arrangement meets the criteria to be considered a separate unit of accounting, or should be combined with other deliverables and accounted for as a single unit of accounting. This evaluation involves subjective determinations and requires us to make judgments about the individual deliverables and whether such deliverables are separable from the other aspects of the arrangement. Deliverables are considered separate units of accounting provided that: (i) the delivered item(s) has value to the customer on a standalone basis; and (ii) if the arrangement includes a general right of return relative to the delivered item(s), the delivery or performance of the undelivered item(s) is considered probable and substantially in our control. In assessing whether an item has standalone value, we consider factors such as the research, manufacturing, and commercialization capabilities of the strategic collaborator and the availability of the associated expertise in the general marketplace. In addition, we consider whether the strategic collaborator can use the other deliverable(s) for their intended purpose without the receipt of the remaining element(s), whether the value of the deliverable is dependent on the undelivered item(s) and whether there are other vendors that can provide the undelivered element(s). We allocate total consideration that is fixed or determinable to each unit of accounting based on the relative selling price of each deliverable. We determine the selling price of a unit of accounting following the hierarchy of evidence prescribed by ASC 605-25. Accordingly, we determine the estimated selling price for units of accounting within each arrangement using vendor-specific objective evidence (VSOE) of selling price, if available, third-party evidence (TPE) of selling price if VSOE is not available, or best estimate of selling price (BESP) if neither VSOE nor TPE is available. We typically use BESP to estimate the selling price, since we generally do not have VSOE or TPE of selling price for our units of accounting. Determining the BESP for a unit of accounting requires significant judgment. In developing the BESP for a unit of accounting, we consider applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer and estimated costs. We recognize arrangement consideration allocated to each unit of accounting when all of the revenue recognition criteria in ASC 605 are satisfied for that particular unit of accounting. In the event that a deliverable does not represent a separate unit of accounting, we recognize revenue from the combined unit of accounting when the last element to be delivered is provided to the customer. If the last element to be delivered is provided over a period of time, revenue is recognized over our contractual or estimated performance period for the undelivered elements, which is typically the term of our research and development obligations or manufacturing obligations. If there is no discernible pattern of performance or objectively measurable performance measures do not exist, then we recognize revenue under the arrangement ratably over the estimated period of performance. Conversely, if the pattern of performance in which the service is provided to the strategic collaborator can be determined and objectively measurable performance measures exist, then we recognize revenue under the arrangement using the proportional performance method. Our third-party arrangements may include options for our strategic collaborators to acquire development and commercialization rights to mRNA programs or with respect to specific targets or options to receive research and development services or preclinical or clinical materials from us. Options are considered substantive if, at the inception of the arrangement, we are at risk as to whether the strategic collaborator will choose to exercise the option. The evaluation of whether an option is substantive requires significant judgment. In determining if the option is substantive, we consider the overall objective of the arrangement, the benefit the third-party might obtain from the arrangement without exercising the option, the likelihood that the option will be exercised, or if the customer is required or compelled through significant incentive to exercise the option. When an option is considered substantive, we do not consider the option or item underlying the option to be a deliverable at inception of the arrangement and the associated option fee is not included in the allocable arrangement consideration, assuming the option is not priced at a significant and incremental discount. Conversely, if we determine that an option is not substantive, we will consider the item underlying the option to be a deliverable at the inception of the arrangement and the associated option exercise fee is included in the allocable arrangement consideration. In addition, if the price of the option includes a significant and incremental discount, then the option is not considered substantive. At the inception of an arrangement that includes milestone payments, we evaluate whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether: (i) the consideration is commensurate with either our performance to achieve the milestone or the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from our performance to achieve the milestone; (ii) the consideration relates solely to past performance; and (iii) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. We evaluate factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone in making this assessment. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. If milestones are considered substantive, in accordance with FASB ASC Topic 605-28, Revenue Recognition—Milestone Method , revenue from milestone payments is recognized in its entirety upon successful accomplishment of the milestone. Conversely, upon achievement of a milestone that is not considered substantive, the corresponding amount earned is considered additional arrangement consideration and allocated to the identified units of accounting. Amounts allocated to any units of accounting for which performance has been partially completed are recognized, with a cumulative catch-up for the recognized portion of the unit of accounting when the payment is earned. Revenue from commercial milestone payments will be accounted for as royalties and recorded as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. We will recognize royalty revenue in the period of sale of the related product(s), based on the underlying contract terms, provided that the reported sales are reliably measurable and we have no remaining undelivered elements. Grant Revenue Our contracts with the U.S. government’s Defense Advanced Research Projects Agency (DARPA), Biomedical Advanced Research (BARDA), and the Bill & Melinda Gates Foundation (Gates Foundation) are contracts, providing for reimbursed costs, which may include overhead and general and administrative costs as well as a related profit margin. We recognize revenue from these contracts as we perform services under the arrangements so long as an agreement has been executed and the fees for the services are fixed or determinable, legally billable, and reasonably assured of collection. Recognized amounts reflect our performance under the agreements. We do not recognize revenue under these agreements for amounts related to contract periods where funding is not yet committed, as fees above committed funding thresholds would not be considered fixed or determinable, or reasonably assured of collection. Revenues and related expenses are presented gross in the consolidated statements of operations as we have determined we are the primary obligor under the arrangements relative to the research and development services we perform as lead technical expert. We recognize revenue on other grants and awards when all of our obligations under the grant are fulfilled, and present such revenues and related expenses gross in the consolidated financial statements. |
Cash and Cash Equivalents | We consider all highly liquid investments with an original maturity of 90 days or less from the date of purchase to be cash equivalents. |
Restricted Cash | Restricted cash is composed of amounts held on deposit related to our lease arrangements. The funds are maintained in money market accounts and are recorded at fair value. We classify our restricted cash as either current or non-current based on the terms of the underlying lease arrangement. |
Investments | We invest our excess cash balances in marketable debt securities. We classify our investments in marketable debt securities as available-for-sale. We report available-for-sale investments at fair value at each balance sheet date, and include any unrealized holding gains and losses (the adjustment to fair value) in accumulated other comprehensive loss, a component of stockholders’ (deficit) equity. Realized gains and losses are determined using the specific-identification method, and are included in other expense, net in our consolidated statements of operations. Should any adjustment to fair value reflect a decline in the value of the investment, we consider all available evidence to evaluate the extent to which the decline is “other than temporary” and, if so, we recognize the associated unrealized loss through a charge to our consolidated statement of operations. We did no t record any impairment charges related to our marketable securities during the years ended December 31, 2018 , 2017 and 2016 . We classify our available-for-sale marketable securities as current or non-current based on each instrument’s underlying effective maturity date and for which we have the intent and ability to hold the investment for a period of greater than 12 months. Marketable securities with maturities of less than 12 months are classified as current and are included in investments in the consolidated balance sheets. Marketable securities with maturities greater than 12 months for which we have the intent and ability to hold the investment for greater than 12 months are classified as non-current and are included in investments, non-current in the consolidated balance sheets. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts receivable are amounts due from strategic collaborators as a result of manufacturing and research and development services provided under collaboration arrangements, or milestones achieved, but not yet paid. We also have accounts receivable amounts due from our grant agreements. To estimate the allowance for doubtful accounts, we make judgments about the creditworthiness of our customers based on ongoing credit evaluation and historical experience. |
Concentrations of Credit Risk | Financial instruments that subject us to significant concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Our investment portfolio is comprised of money market funds, marketable debt securities, including U.S. Treasury securities, debt securities of U.S. government agencies and corporate entities and commercial paper. Our cash management and investment policy limits investment instruments to investment-grade securities with the objective to preserve capital and to maintain liquidity until the funds can be used in business operations. Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. Our primary operating accounts significantly exceed the FDIC limits. |
Significant Customers | Our accounts receivable are generally unsecured and are from customers in different countries. We generated 91% , 86% and 94% of our revenue for the years ended December 31, 2018 , 2017 and 2016 , respectively, from strategic collaborators. The remaining 9% , 14% , 6% of our revenue for the years ended December 31, 2018 , 2017 and 2016 , respectively, were generated from grants made by government-sponsored and private organizations. |
Fair Value Measurements | Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. FASB ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from our independent sources. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used to value the assets and liabilities: • Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our cash equivalents and marketable securities are reported at fair value determined using Level 1 and Level 2 inputs (Note 5). We do not have any non-financial assets or liabilities that should be recognized or disclosed at fair value on a recurring basis at December 31, 2018 , 2017 and 2016 . As of December 31, 2018 , 2017 and 2016 , we maintain letters of credit of $12.1 million , $12.7 million , and $11.5 million , respectively, related to our lease arrangements, which are secured by money market accounts in accordance with certain of our lease agreements. The amounts are recorded at fair value using Level 1 inputs and included as restricted cash in our consolidated balance sheets. |
Construction in Progress and Property and Equipment | Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment are described below: Estimated Useful Life Building 34 years Laboratory equipment 5 years Leasehold improvements Lesser of estimated useful life of improvement or remaining life of related lease Computer equipment and software 3 years Other assets including automobiles, furniture and fixtures 5 years Expenditures for maintenance and repairs are charged to expense as incurred. Upon retirement or sale, the cost of the assets disposed of, and the related accumulated depreciation, are removed from the accounts, and any resulting gain or loss is recorded to other income (expense), net. Construction in progress includes certain build-to-suit lease costs incurred and other direct expenses for our manufacturing facility in Norwood, MA (Norwood), stated at original cost. Construction in progress includes costs incurred under construction contracts including project management services, engineering services, design services and development, construction services and other construction-related fees and services. Once unfinished sections of our Norwood manufacturing facility become operational, these capitalized costs will be allocated to certain property and equipment categories and will be depreciated over the estimated useful life of the underlying assets. Construction in progress also includes direct costs related to the construction of various property and equipment, including leasehold improvements. Such costs are not depreciated until the asset is completed and placed into service. |
Software Capitalization | Software Capitalization We capitalize certain software development costs incurred in connection with obtaining or developing internal-use software including external direct costs of services, and payroll costs for employees directly involved with the software development. Capitalized software costs are included in property and equipment and we begin amortization of those costs when the software will be used to perform the function intended. Capitalized software costs associated with projects are amortized over three years . Costs incurred during the preliminary project stage and post-implementation stage, as well as maintenance and training costs, are expensed as incurred. |
Impairment of Long-Lived Assets | We evaluate our long-lived assets, which consist of property and equipment, to determine if facts and circumstances indicate that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess the recoverability of the long-lived assets by comparing the projected future undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. If such review indicates that such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. |
Leases | Leases are classified at their inception as either operating or capital leases based on the economic substance of the agreement. We recognize rent expense for our operating leases, inclusive of rent escalation provisions and rent holidays, on a straight-line basis over the respective lease term. Additionally, we recognize tenant improvement allowances for our operating leases as a deferred lease obligation and amortize the tenant improvement allowances as a reduction to rent expense on a straight-line basis over the respective lease term. At December 31, 2018 , 2017 and 2016 , no capital leases were recorded in the consolidated balance sheets. In accordance with the requirements of ASC 840, Leases , if we are deemed to be the owner of a property, we are required to account for the property as a depreciable asset and the related lease agreement must be accounted for as an imputed financing obligation. Significant judgments are required to make this determination, which relate to actions, guarantees, and investments that we make as a lessee that may be actions that only an owner would take. Our Norwood manufacturing facility lease executed in August 2016 was subject to this lease accounting guidance. As we are involved in the construction of our manufacturing facility, including being responsible for costs that did not qualify as normal tenant improvements, we are deemed to be the owner of the building during the construction period. During the Norwood construction period, we capitalized the fair value of the building as of lease commencement as construction in progress along with a corresponding lease financing obligation in the consolidated balance sheets. Construction costs incurred were capitalized in construction in progress including project management services, engineering services, design services and development, construction services and other construction-related fees and services. Once our Norwood manufacturing facility becomes operational, these capitalized costs will be allocated to certain property and equipment categories and will be depreciated over the estimated useful life of the underlying assets. The fair value of the building at lease commencement was determined to be $12.5 million by a third-party valuation specialist primarily using an income capitalization approach. The income capitalization approach was based on rents charged for competitive properties as adjusted for applicable expenses incurred through ownership of the building and is considered a Level 3 fair value measurement (Note 7). |
Research and Development Costs | Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, contract services, and other outside costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when we have not received an invoice from the supplier. |
Patent Costs | Costs to secure, defend and maintain patents are expensed as incurred, and are classified as general and administrative expenses due to the uncertainty of future benefits. |
Stock-Based Compensation | We issue stock-based awards to employees and non-employees, generally in the form of stock options and restricted stock units (RSUs). Historically, we had also issued incentive units and unit options to our employees and non-employees. We account for our stock-based compensation awards in accordance with ASC Topic 718, Compensation—Stock Compensation (ASC 718). Most of our stock-based awards have generally been made to employees. The fair value of the non-employees’ awards are subject to re-measurement at each reporting date until the vesting date in accordance with ASC 505-50, Equity-Based Payments to Non-Employees . We measure compensation cost for all equity awards for employees at their grant-date fair value and recognize compensation expense over the requisite service period, which is generally the vesting period, on a straight-line basis. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of our common stock on the grant date, including the expected term of the award, the expected volatility of our stock, calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of our stock. Historically, for periods prior to our IPO, the fair value of the shares of common stock and common units underlying our stock-based awards were determined on each grant date by our board of directors based on valuation estimates from management considering our most recently available independent third-party valuation of our common stock. Our board of directors also assessed and considered, with input from management, additional objective and subjective factors that we believed were relevant and which may have changed from the date of the most recent valuation through the grant date. The grant date fair value of RSUs is estimated based on the fair value of our underlying common stock. For performance-based stock awards, we recognize stock-based compensation expense over the requisite service period using the accelerated attribution method when achievement is probable. We classify stock-based compensation expense in our consolidated statement of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. |
Redeemable Convertible Preferred Units and Redeemable Convertible Preferred Stock | We record all redeemable convertible preferred units and redeemable convertible preferred stock at their respective transaction prices on the dates of issuance less issuance costs. Our redeemable convertible preferred units and redeemable convertible preferred stock are classified as temporary equity and excluded from stockholders’ (deficit) equity as the potential redemption of such units or stock is outside our control. We adjusted the carrying value of the redeemable convertible preferred units to the redemption value as the units became redeemable upon the passage of time. Upon the 2016 Reorganization, the redemption rights upon the passage of time were removed and the redeemable convertible preferred stock became redeemable only upon the occurrence of certain contingent events. We do not adjust the carrying value of the redeemable convertible preferred stock to the redemption value until the contingent events are considered to be probable of occurring. |
Income Taxes | Income Taxes We use an asset and liability approach to account for income taxes. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to be in effect for the years in which differences are expected to reverse. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. We recognize tax benefits from uncertain tax positions if we believe the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves for tax positions that are not more likely than not to be sustained, as well as the related net interest and penalties. Prior to the 2016 Reorganization, in accordance with the operating agreement of Moderna LLC, to the extent possible without impairing our ability to continue to conduct our business and activities, and in order to permit our members to pay taxes on our taxable income, we were required to make distributions to the members in the amount equal to the estimated tax liability of each member computed as if the member paid U.S. income tax at the highest marginal federal and state rate applicable to an individual, in the event that taxable income is generated for the member. |
Net Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders We apply the two-class method to compute basic and diluted net loss per share attributable to common stockholders when we have issued units or shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income (loss) available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all income (loss) for the period had been distributed. During periods of loss, there is no allocation required under the two-class method since the potentially participating securities do not have a contractual obligation to fund our losses. We calculate basic net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents. The weighted average number of common shares outstanding were retroactively adjusted to reflect the impact of the Stock Split and the Reverse Stock Split. Additionally, for the year ended December 31, 2016, upon the 2016 Reorganization, the weighted average number of common shares outstanding reflects the impact of the exchange of common units and vested incentive units to common stock based on the associated conversion ratio. For the year ended December 31, 2018, upon the IPO, the weighted average number of common shares outstanding reflects the impact of the exchange of redeemable convertible preferred into common stock (Note 8). We calculate diluted net loss per share attributable to common stockholders by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding after giving consideration to the dilutive effect of redeemable convertible preferred stock, restricted common stock, restricted stock units and stock options that are outstanding during the period. We have generated a net loss in all periods presented, therefore the basic and diluted net loss per share attributable to common stockholders are the same as the inclusion of the potentially dilutive securities would be anti-dilutive. |
Deferred Issuance Costs | We capitalize certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings, including the IPO, as deferred issuance costs until such financings are consummated. After consummation of our equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred issuance costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. |
Comprehensive Loss | Comprehensive loss includes net loss and other comprehensive income (loss) for the period. Other comprehensive income (loss) consists of unrealized gains and losses on our investments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. |
Recently Adopted Accounting Standards and Recently Issued Accounting Standards | In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share Based Payment Accounting . The new standard simplified several aspects of the accounting for share-based payments, including allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. We adopted this standard as of January 1, 2017 and elected to account for forfeitures as they occur. We recorded the cumulative impact of applying this standard, and recognized a cumulative increase to additional paid-in capital and an increase to accumulated deficit of $0.3 million included in stock-based compensation in the consolidated statements of redeemable convertible preferred stock and stockholders’ (deficit) equity. From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements and disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) , which supersedes all existing revenue recognition requirements, including most industry specific guidance. The new revenue standard provides a single comprehensive model for use in accounting for revenue arising from contracts with customers. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. Topic 606 also impacts certain other areas, such as the accounting for costs to obtain or fulfill a contract. The new revenue standard also requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. We will adopt the new revenue standard in the first quarter of 2019 and apply the modified retrospective method with the cumulative effect of initially applying this new revenue standard recognized at the date of initial application. We expect changes in our revenue recognition policy as a result of the new revenue standard, the most significant of which is expected to be the method of revenue recognition for certain elements over time. Under the legacy revenue standard, revenue is recognized ratably over the estimated period of performance while revenue will be recognized based on a proportional performance model under the new revenue standard. In addition, we expect that certain of our accounting conclusions will require significant judgment and estimates, including, but not limited to, (1) the evaluation of variable consideration, including milestone payments, (2) allocation of variable consideration to one or more performance obligations, (3) evaluation of whether a significant financing component is present, and (4) determination of the revenue recognition method for services performed under the arrangement. We expect changes in the accounting for contingent milestone payments due from our strategic collaborators as the inclusion of milestone payments in the transaction price could accelerate revenue recognized under the new revenue standard compared to the legacy revenue standard, based on an assessment of the probability of achievement of the milestones and the likelihood of a significant reversal of such revenue at each reporting date. We expect the adoption of the new revenue standard could have a material impact on our consolidated financial statements and disclosure. The cumulative effect of the initial adoption of the new revenue standard will be primarily associated with our AZ 2013 Agreements, AZ 2018 A&R Agreements, Merck PCV/SAV Agreement and Vertex Agreement (Note 3). We are still in the process of finalizing our evaluation of the effect of the new revenue standard on our historical financial statements and disclosures. As we are completing our evaluation of the new revenue standard, new information may arise that could change our current understanding of the impact to revenue recognized and our views on the expected impact to the periods prior to adoption. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes all existing lease guidance. This guidance offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. The new standard requires lessees to recognize an operating lease with a term greater than one year on their balance sheets as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. Lessees are required to classify leases as either finance or operating leases. If the lease is effectively a financed-purchase by the lessee, it is classified as a financing lease, otherwise it is classified as an operating lease. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. ASC 842 provides accounting guidance for transactions that meet specific criteria for a leaseback transaction. If the criteria are not met, the transaction is considered a “failed sale” and the transaction must be accounted for as a financing arrangement. The new standard will be effective for us on January 1, 2020. Upon adoption, lessees must apply a modified retrospective transition approach for leases existing at, or entered after, the beginning of the earliest comparative period presented in the financial statements. We are currently evaluating the potential impact ASU 2016-02 may have on our financial position and results of operations. Our assessment will include, but is not limited to, evaluating the impact this standard has on the lease of our corporate headquarters at 200 Technology Square in Cambridge, MA, the lease of our office and laboratory space at 500 Technology Square, Cambridge, MA and our manufacturing and additional facilities in Norwood, MA, (Note 7), and the identification of any embedded leases. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. The new standard will be effective for us on January 1, 2019. The adoption of this standard is expected to change our statement of cash flow presentation and disclosure. In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting, which is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance generally consistent with the accounting for employee share-based compensation. The new standard will be effective for us on January 1, 2020. The adoption of this standard is not expected to have a material impact on our consolidated financial statements and disclosure. In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard requires capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This standard should be applied either retrospectively or prospectively, and will be effective for us on January 2021, with early adoption permitted. We are currently evaluating the potential impact this standard may have on our consolidated financial statements and results of operations upon adoption. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) : Clarifying the Interaction between Topic 808 and Topic 606, which clarifies the interaction between Topic 808 and Topic 606, Revenue from Contracts with Customers . Currently, Topic 808 does not provide comprehensive recognition or measurement guidance for collaborative arrangements, and the accounting for those arrangements is often based on an analogy to other accounting literature or an accounting policy election. Similarly, aspects of Topic 606 have resulted in diversity in practice on the effect of the revenue standard on the accounting for collaborative arrangements. The standard will become effective for us beginning on January 1, 2021, with early adoption permitted. We are currently evaluating the potential impact this standard may have on our consolidated financial statements and disclosure. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Entities that Accounted for More than 10% of Total Revenue and Accounts Receivable | A significant portion of our revenue to date has been generated from the following entities that accounted for more than 10% of total revenue and accounts receivable for the periods presented: Percentage of Revenue Years Ended December 31, Percentage of Accounts Receivable December 31, 2018 2017 2016 2018 2017 Merck 49 % 31 % 44 % 30 % 13 % AstraZeneca 34 % 15 % 30 % * 11 % Alexion * 36 % 16 % * * Vertex * * * 22 % * BARDA * 10 % * 13 % 31 % DARPA * * * 16 % 18 % Massachusetts Life Sciences Center * * * 12 % * ________ * - Represents an amount of less than 10% |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are described below: Estimated Useful Life Building 34 years Laboratory equipment 5 years Leasehold improvements Lesser of estimated useful life of improvement or remaining life of related lease Computer equipment and software 3 years Other assets including automobiles, furniture and fixtures 5 years Property and equipment, net as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 Building $ 140,442 $ — Laboratory equipment 96,907 77,351 Leasehold improvements 13,741 12,222 Furniture, fixtures and other 2,122 290 Computer equipment and software 11,513 9,420 Internally developed software 7,020 7,020 Construction in progress 4,688 80,759 276,433 187,062 Less: Accumulated depreciation (64,456 ) (48,031 ) Property and equipment, net $ 211,977 $ 139,031 |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss for the years ended December 31, 2018 and 2017 are as follows (in thousands): Unrealized Gain (Loss) on Available-for-Sale Debt Securities Accumulated other comprehensive loss, balance at December 31, 2016 $ (403 ) Other comprehensive loss (754 ) Accumulated other comprehensive loss, balance at December 31, 2017 (1,157 ) Other comprehensive loss (163 ) Accumulated other comprehensive loss, balance at December 31, 2018 $ (1,320 ) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Cash and Available-for-Sale Securities by Significant Investment Category | The following tables summarize our cash and available-for-sale securities by significant investment category at December 31, 2018 and 2017 (in thousands): December 31, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Non- Current Marketable Securities Cash and cash equivalents $ 658,365 $ 20 $ (21 ) $ 658,364 $ 658,364 $ — $ — Available-for-sale: Level 2: Certificates of deposit 173,102 42 (36 ) 173,108 — 157,920 15,188 U.S. treasury securities 152,205 18 (48 ) 152,175 — 152,175 — Debt securities of U.S. government agencies and corporate entities 712,065 40 (1,335 ) 710,770 — 552,968 157,802 $ 1,695,737 $ 120 $ (1,440 ) $ 1,694,417 $ 658,364 $ 863,063 $ 172,990 December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Current Marketable Securities Non- Current Marketable Securities Cash and cash equivalents $ 134,859 $ — $ — $ 134,859 $ 134,859 $ — $ — Available-for-sale: Level 2: Certificates of deposit 245,884 35 (218 ) 245,701 — 198,398 47,303 U.S. treasury securities 118,278 — (354 ) 117,924 — 117,924 — Debt securities of U.S. government agencies and corporate entities 404,016 61 (681 ) 403,396 — 304,848 98,548 $ 903,037 $ 96 $ (1,253 ) $ 901,880 $ 134,859 $ 621,170 $ 145,851 |
Amortized Cost and Estimated Fair Value of Marketable Securities, by Contractual Maturity | The amortized cost and estimated fair value of marketable securities, by contractual maturity at December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 Amortized Cost Estimated Fair Value Due in one year or less $ 864,003 $ 863,063 Due after one year through five years 173,369 172,990 Total $ 1,037,372 $ 1,036,053 December 31, 2017 Amortized Cost Estimated Fair Value Due in one year or less $ 622,020 $ 621,170 Due after one year through five years 146,158 145,851 Total $ 768,178 $ 767,021 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets, as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 Prepaid expenses $ 10,401 $ 7,839 Tenant incentives receivables 10,089 1,748 Interest receivable on marketable securities 7,909 3,239 Prepaid expenses and other current assets $ 28,399 $ 12,826 |
Schedule of Property and Equipment, Net | The estimated useful lives of property and equipment are described below: Estimated Useful Life Building 34 years Laboratory equipment 5 years Leasehold improvements Lesser of estimated useful life of improvement or remaining life of related lease Computer equipment and software 3 years Other assets including automobiles, furniture and fixtures 5 years Property and equipment, net as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 Building $ 140,442 $ — Laboratory equipment 96,907 77,351 Leasehold improvements 13,741 12,222 Furniture, fixtures and other 2,122 290 Computer equipment and software 11,513 9,420 Internally developed software 7,020 7,020 Construction in progress 4,688 80,759 276,433 187,062 Less: Accumulated depreciation (64,456 ) (48,031 ) Property and equipment, net $ 211,977 $ 139,031 |
Schedule of Accrued Liabilities | Accrued liabilities, as of December 31, 2018 and 2017 consists of the following (in thousands): December 31, 2018 2017 In-licenses $ 22,000 $ 25,000 Property and equipment 12,089 14,624 Compensation-related 23,406 18,221 External goods and services 21,578 14,870 Accrued liabilities $ 79,073 $ 72,715 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments Under Non-Cancelable Operating Lease Agreements | Future minimum lease payments under non-cancelable operating lease agreements as of December 31, 2018 , are as follows (in thousands): Years ending December 31 (1) : 2019 $ 20,027 2020 20,404 2021 20,937 2022 20,208 2023 17,235 Thereafter 112,958 Total $ 211,769 _________ (1) The amounts in the table above do not include the optional extensions in the Norwood lease terms, or the Norwood obligations entered into after December 31, 2018. |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock and Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock Prior to IPO | The following table summarizes the activity for each series of our outstanding redeemable convertible preferred stock for the years ended December 31, 2018 and 2017 (in thousands, except share data): Series A Redeemable Convertible Preferred Stock Series B Redeemable Convertible Preferred Stock Series C Redeemable Convertible Preferred Stock Series D Redeemable Convertible Preferred Stock Series E Redeemable Convertible Preferred Stock Series F Redeemable Convertible Preferred Stock Series G Redeemable Convertible Preferred Stock Series H Redeemable Convertible Preferred Stock Total Redeemable Convertible Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount December 31, 2015 — — — — — — — — — — — — — — — — — — Exchange of units for stock on 2016 Reorganization (split adjusted) 42,000,000 182 122,296,280 770 85,669,774 36,238 63,291,156 164,059 81,428,340 501,880 — — — — — — 394,685,550 703,129 Issuance of Series F redeemable convertible preferred stock, net of issuance costs of $599 — — — — — — — — — — 54,001,241 473,532 — — — — 54,001,241 473,532 Balance at December 31, 2017 42,000,000 $ 182 122,296,280 $ 770 85,669,774 $ 36,238 63,291,156 $ 164,059 81,428,340 $ 501,880 54,001,241 $ 473,532 — $ — — $ — 448,686,791 $ 1,176,661 Issuance of Series G redeemable convertible preferred stock, net of issuance costs of $10,517 — — — — — — — — — — — — 55,666,004 549,413 — — 55,666,004 549,413 Issuance of Series H redeemable convertible preferred stock, net of issuance costs of $474 — — — — — — — — — — — — — — 5,000,000 111,546 5,000,000 111,546 Repurchase of Series D redeemable convertible preferred stock — — — — — — (269,180 ) (704 ) — — — — — — — — (269,180 ) (704 ) Repurchase of Series E redeemable convertible preferred stock — — — — — — — — (544,100 ) (3,355 ) — — — — — — (544,100 ) (3,355 ) Conversion of redeemable convertible preferred stock (42,000,000 ) (182 ) (122,296,280 ) (770 ) (85,669,774 ) (36,238 ) (63,021,976 ) (163,355 ) (80,884,240 ) (498,525 ) (54,001,241 ) (473,532 ) (55,666,004 ) (549,413 ) (5,000,000 ) (111,546 ) (508,539,515 ) (1,833,561 ) Balance at December 31, 2018 — $ — — $ — — $ — — $ — — $ — — $ — — $ — — $ — — $ — Our redeemable convertible preferred stock on the day immediately prior to the closing of our IPO, or December 11, 2018, and December 31, 2017 consisted of the following (in thousands, except share amounts): Redeemable Convertible Preferred Shares Authorized Redeemable Carrying Value Liquidation Preference As of December 11, 2018 Series A redeemable convertible preferred stock 42,000,000 42,000,000 $ 182 $ 2,859 Series B redeemable convertible preferred stock 122,296,280 122,296,280 770 12,493 Series C redeemable convertible preferred stock 85,669,774 85,669,774 36,238 41,750 Series D redeemable convertible preferred stock 63,291,156 63,021,976 163,355 188,840 Series E redeemable convertible preferred stock 81,428,340 80,884,240 498,525 498,814 Series F redeemable convertible preferred stock 54,001,241 54,001,241 473,532 474,131 Series G redeemable convertible preferred stock 55,666,004 55,666,004 549,413 560,000 Series H redeemable convertible preferred stock 5,000,000 5,000,000 111,546 125,000 Balance at December 11, 2018 509,352,795 508,539,515 $ 1,833,561 $ 1,903,887 Redeemable Convertible Preferred Shares Authorized Redeemable Liquidation Preference As of December 31, 2017 Carrying Value Series A redeemable convertible preferred stock 42,000,000 42,000,000 $ 182 $ 2,701 Series B redeemable convertible preferred stock 122,296,280 122,296,280 770 11,801 Series C redeemable convertible preferred stock 85,669,774 85,669,774 36,238 39,676 Series D redeemable convertible preferred stock 63,291,156 63,291,156 164,059 179,462 Series E redeemable convertible preferred stock 81,428,340 81,428,340 501,880 502,169 Series F redeemable convertible preferred stock 54,001,241 54,001,241 473,532 474,131 Balance at December 31, 2017 448,686,791 448,686,791 $ 1,176,661 $ 1,209,940 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Options Activity | The following table summarizes our option activity as of December 31, 2018 and 2017: Number of Options Weighted- Average Exercise Price per Share Weighted- Average Grant Date Fair Value per Share Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (1) (in thousands) Outstanding at December 31, 2017 33,684,134 9.31 4.91 7.8 years 130,587 Granted 19,223,123 17.01 9.33 Exercised (446,864 ) 4.05 2.36 Canceled/forfeited (1,639,261 ) 12.70 7.58 Outstanding at December 31, 2018 50,821,132 12.16 6.59 7.1 years 220,434 Exercisable at December 31, 2018 22,118,203 7.86 3.53 5.8 years 179,459 Vested and expected to vest at December 31, 2018 28,705,512 15.48 8.95 8.2 years 40,983 _______ (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2018 . |
Weighted-Average Assumptions Used to Estimate the Fair Value of Options Granted | The weighted-average assumptions used to estimate the fair value of the options granted for the years ended December 31, 2018 , 2017 and 2016 are as follows: Weighted Average Years Ended December 31, 2018 2017 2016 Risk-free interest rate 2.76 % 2.02 % 1.65 % Expected term 6.27 years 6.21 years 5.98 years Expected volatility 63 % 63 % 68 % Expected dividends — % — % — % Weighted average fair value per share $ 9.33 $ 7.96 $ 3.82 |
Restricted Common Stock Activity | The following table summarizes our restricted stock activity during the year ended December 31, 2018 : Number of Weighted Average Grant Date per Share Outstanding, non-vested at December 31, 2017 1,081,205 $ 12.15 Issued — — Vested (856,135 ) 12.15 Canceled/forfeited (26,473 ) 12.15 Outstanding, non-vested at December 31, 2018 198,597 12.15 |
Restricted Common Stock Units Activity | The following table summarizes our restricted stock unit activity during the year ended December 31, 2018 : Units Weighted-Average per Unit Outstanding, non-vested at December 31, 2017 458,715 $ 11.93 Issued — — Vested (1) (401,371 ) 11.93 Canceled/forfeited — — Pending settlement (1) 401,371 11.93 Outstanding, non-vested at December 31, 2018 458,715 — _________ (1) The vested restricted stock units will be settled for common stock on the date which is 360 days after the consummation of the IPO. |
Stock-Based Compensation Expense | The following table presents the components and classification of stock-based compensation expense for the years ended December 31, 2018 , 2017 and 2016 as follows (in thousands): Years Ended 2018 2017 2016 Options $ 63,288 $ 31,724 $ 23,607 Restricted common stock and units 9,277 8,331 11,370 Common — — 4,383 Total $ 72,565 $ 40,055 $ 39,360 Research and development $ 37,659 $ 21,679 $ 20,687 General and administrative 34,906 18,376 18,673 Total $ 72,565 $ 40,055 $ 39,360 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Loss Before Provision For (Benefit From) Income Taxes | Loss before provision for (benefit from) income taxes for the years ended December 31, 2018 , 2017 and 2016 consist of the following (in thousands): Years Ended 2018 2017 2016 United States $ (380,473 ) $ (247,784 ) $ (211,786 ) Foreign (3,935 ) (8,212 ) (3,382 ) Loss before provision for (benefit from) income taxes $ (384,408 ) $ (255,996 ) $ (215,168 ) |
Provision For (Benefit From) Income Taxes | The provision for (benefit from) income taxes for the years ended December 31, 2018 , 2017 and 2016 consist of the following components (in thousands): Years Ended 2018 2017 2016 Current: Federal $ (26 ) $ (252 ) $ 704 State 352 172 51 Total current 326 (80 ) 755 Deferred: Federal — — 288 Total deferred — — 288 Total income tax provision for (benefit from) income taxes $ 326 $ (80 ) $ 1,043 |
Reconciliation of U.S. Statutory Income Tax Rate to Effective Tax Rate | The reconciliation of the U.S. statutory income tax rate to our effective tax rate for the years ended December 31, 2018 , 2017 and 2016 are as follows: Years Ended 2018 2017 2016 Tax effected at statutory rate 21.0 % 34.0 % 34.0 % State taxes, net of federal benefit 6.3 % 8.5 % 5.1 % Non-deductible items 0.0 % (1.3 )% (3.0 )% Change in valuation allowance (28.5 )% (20.4 )% (40.2 )% Federal research and development credits 1.5 % 4.8 % 4.3 % Foreign tax rate differential (0.2 )% (1.1 )% (0.5 )% Impact of federal rate change on net deferred taxes 0.0 % (25.0 )% 0.0 % Other (0.2 )% 0.5 % (0.2 )% Effective tax rate (0.1 )% 0.0 % (0.5 )% |
Significant Components of Deferred Tax Assets and Tax Liabilities | The significant components of our deferred tax assets and tax liabilities as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carry-forwards $ 114,932 $ 100,372 Stock-based compensation 33,138 15,637 Capitalized licenses, R&D and start-up costs 22,143 18,732 Tax credit carry-forwards 53,617 47,804 Accrued expenses 16,443 16,490 Deferred revenue 71,209 7,103 Lease financing obligation 9,149 — Other 2,870 1,997 Total gross deferred tax assets 323,501 208,135 Less: valuation allowance (308,273 ) (198,650 ) Total deferred tax assets, net of valuation allowance 15,228 9,485 Deferred tax liabilities: Fixed assets (15,228 ) (9,485 ) Total deferred tax liabilities (15,228 ) (9,485 ) Net deferred tax assets $ — $ — |
Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits Roll Forward | A reconciliation of the beginning and ending amounts of unrecognized tax benefits during the years ended December 31, 2018 and 2017 are as follows (in thousands): Balance as of December 31, 2016 $ 906 Decrease due to prior positions (15 ) Increase due to current year tax position 49 Balance as of December 31, 2017 940 Decrease due to prior positions (799 ) Increase due to current year tax positions — Balance as of December 31, 2018 $ 141 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share Attributable to Common Stockholders | Basic and diluted net loss per share attributable to common stockholders for the years ended December 31, 2018 , 2017 and 2016 are calculated as follows (in thousands, except share and per share data): Years Ended 2018 2017 2016 Numerator: Net loss $ (384,734 ) $ (255,916 ) $ (216,211 ) Premium paid on repurchase of redeemable convertible preferred stock (4,127 ) — — Accretion of redeemable convertible preferred units — — (8,663 ) Cumulative dividends on redeemable convertible preferred stock (12,996 ) (13,925 ) (5,440 ) Net loss attributable to common stockholders $ (401,857 ) $ (269,841 ) $ (230,314 ) Denominator: Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted 81,114,183 64,497,544 60,747,426 Net loss per share attributable to common stockholders, basic and diluted $ (4.95 ) $ (4.18 ) $ (3.79 ) |
Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share | The following common stock equivalents, presented based on amounts outstanding as of December 31, 2018 , 2017 and 2016 were excluded from the calculation of diluted net loss per share attributable to common stockholders for the periods indicated because their inclusion would have been anti-dilutive: December 31, 2018 2017 2016 Redeemable convertible preferred stock — 205,151,299 205,151,299 Stock options 50,821,132 33,684,134 25,691,663 Restricted common stock 198,597 1,081,205 2,998,141 Restricted common stock units 458,715 458,715 — 51,478,444 240,375,353 233,841,103 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of Redeemable Preferred Stock Issued to Related Parties | The following table sets forth the number of shares of our Series F redeemable convertible preferred stock that we issued to our related parties in this transaction (in thousands, except share data): Name Shares of Total AstraZeneca and affiliated entities 15,945,330 $ 140,000 Boston Biotech Ventures LLC (1) 10,000 $ 88 Viking Global Investors LP and affiliated entities (2) 5,694,760 $ 50,000 _______ (1) Boston Biotech Ventures LLC is an entity controlled by an officer. (2) Consists of 5,694,760 shares of Series F preferred stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP. The following table sets forth the number of shares of our Series G redeemable convertible preferred stock that we issued to our related parties in this transaction (in thousands, except share data): Name Shares of Total OCHA LLC (1) 50,000 $ 503 Viking Global Investors LP and affiliated entities (2) 745,526 $ 7,500 ______ (1) OCHA LLC is an entity controlled by an officer. (2) Consists of (1) 279,160 shares of Series G redeemable convertible preferred stock held by VGE III Portfolio Ltd.; (2) 148,974 shares of Series G preferred stock held by Viking Global Equities LP; (3) 8,737 shares of Series G redeemable convertible preferred stock held by Viking Global Equities II LP; (4) 129,537 shares of Series G preferred stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP; and (5) 179,118 shares of Series G redeemable convertible preferred stock held by Viking Long Fund Master Ltd. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Unaudited Selected Quarterly Financial Data | The following tables provide the unaudited selected quarterly financial data for the years ended December 31, 2018 and 2017 (in thousands, except per share data). We believe that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results of any future period. 2018 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 29,039 $ 28,851 $ 41,757 $ 35,421 Total operating expenses 106,441 125,866 127,575 188,452 Loss from operations (77,402 ) (97,015 ) (85,818 ) (153,031 ) Net loss per share attributable to common stockholders - basic and diluted $ (1.16 ) $ (1.43 ) $ (1.32 ) $ (1.14 ) 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 30,328 $ 41,121 $ 42,472 $ 91,904 Total operating expenses 95,791 135,315 110,343 133,732 Loss from operations (65,463 ) (94,194 ) (67,871 ) (41,828 ) Net loss per share attributable to common stockholders - basic and diluted $ (1.03 ) $ (1.47 ) $ (1.05 ) $ (0.64 ) |
Organization and Description _2
Organization and Description of Business (Details) $ / shares in Units, $ in Thousands | Dec. 11, 2018USD ($)$ / sharesshares | Nov. 27, 2018 | Aug. 10, 2016 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Operating losses | $ 384,734 | $ 255,916 | $ 216,211 | |||
Accumulated deficit | 1,006,627 | $ 621,893 | ||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Issuance costs | $ 41,322 | |||||
Redeemable convertible preferred stock, shares issued | shares | 508,539,515 | 0 | 448,686,791 | |||
Redeemable convertible preferred stock, shares outstanding | shares | 508,539,515 | 0 | 448,686,791 | |||
Reverse stock split | 0.4587 | 10 | ||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Shares of common stock issued (in shares) | shares | 26,275,993 | |||||
Price per share (usd per share) | $ / shares | $ 23 | |||||
Aggregate net proceeds from the offering | $ 563,000 | |||||
Underwriting discounts | 33,200 | |||||
Issuance costs | $ 8,100 | |||||
Common Stock | IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Preferred stock converted into common stock (in shares) | shares | 236,012,913 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Accounting Policies Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2018USD ($)segmentshares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | Dec. 11, 2018shares | Aug. 31, 2016USD ($) | |
Accounting Policies [Abstract] | |||||
Number of operating segments | segment | 1 | ||||
Impairment charges related to marketable securities | $ 0 | $ 0 | $ 0 | ||
Allowance for doubtful accounts | 0 | 0 | 0 | ||
Bad debt expense | 0 | 0 | 0 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Impairment of long-lived assets | 0 | 0 | 0 | ||
Capital leases | $ 0 | $ 0 | 0 | ||
Redeemable convertible preferred stock, shares issued | shares | 0 | 448,686,791 | 508,539,515 | ||
Redeemable convertible preferred stock, shares outstanding | shares | 0 | 448,686,791 | 508,539,515 | ||
Distributions | $ 1,500,000 | ||||
Level 3 | Valuation, Income Approach | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Building at lease commencement | $ 12,500,000 | ||||
Nonrecurring | Level 1 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Letters of credit | $ 12,100,000 | $ 12,700,000 | $ 11,500,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Significant Customers (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | Strategic Collaborators | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 91.00% | 86.00% | 94.00% |
Revenue | Merck | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 49.00% | 31.00% | 44.00% |
Revenue | AstraZeneca | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 34.00% | 15.00% | 30.00% |
Revenue | Alexion | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 36.00% | 16.00% | |
Revenue | Government-Sponsored and Private Organizations | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 9.00% | 14.00% | 6.00% |
Revenue | BARDA | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | ||
Accounts Receivable | Merck | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30.00% | 13.00% | |
Accounts Receivable | AstraZeneca | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | ||
Accounts Receivable | Vertex | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | ||
Accounts Receivable | BARDA | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | 31.00% | |
Accounts Receivable | DARPA | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% | 18.00% | |
Accounts Receivable | Massachusetts Life Sciences Center | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 12.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment and Software Capitalization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 211,977,000 | $ 139,031,000 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 34 years | |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Other assets including automobiles, furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Property and equipment, net | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | $ 1,530,241 | $ (551,365) | $ (334,810) | $ (149,760) |
Other comprehensive loss | (163) | (754) | 163 | |
Balance at end of period | 1,530,241 | (551,365) | (334,810) | |
Accumulated Other Comprehensive Loss | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Balance at beginning of period | (1,320) | (1,157) | (403) | $ (566) |
Other comprehensive loss | (163) | (754) | 163 | |
Balance at end of period | (1,320) | (1,157) | $ (403) | |
Unrealized Gain (Loss) on Available-for-Sale Debt Securities | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive loss | $ (163) | $ (754) |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Recently Adopted Accounting Standards (Details) - ASU No. 2016-09 - USD ($) $ in Millions | Jan. 01, 2017 | Dec. 31, 2016 |
Additional Paid-In Capital | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of applying new standard | $ 0.3 | |
Accumulated (Deficit) Equity | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of applying new standard | $ (0.3) |
Collaboration Agreements - Astr
Collaboration Agreements - AstraZeneca - Strategic Alliances in Cardiovascular and Oncology (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 34 Months Ended | ||||||||||||||||||
Jun. 30, 2018option | May 31, 2018USD ($) | Oct. 31, 2017 | Aug. 31, 2016USD ($) | Jan. 31, 2016USD ($) | Mar. 31, 2013USD ($)milestone | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($)option | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)milestone | Dec. 31, 2015USD ($) | Mar. 31, 2013USD ($) | Mar. 31, 2013option | Mar. 31, 2013substantive_milestone | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Number of milestones achieved | milestone | 2 | |||||||||||||||||||||
Collaboration revenue | $ 35,421,000 | $ 41,757,000 | $ 28,851,000 | $ 29,039,000 | $ 91,904,000 | $ 42,472,000 | $ 41,121,000 | $ 30,328,000 | $ 135,068,000 | $ 205,825,000 | $ 108,396,000 | |||||||||||
AstraZeneca | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Deferred revenue | 157,000,000 | $ 169,600,000 | 157,000,000 | 169,600,000 | ||||||||||||||||||
Collaboration revenue | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Collaboration revenue | 76,519,000 | 146,953,000 | 69,109,000 | |||||||||||||||||||
Collaboration revenue | AstraZeneca | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Collaboration revenue | 46,000,000 | 30,000,000 | 32,400,000 | |||||||||||||||||||
2013 AZ Agreements | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Number of options to develop candidates | option | 40 | |||||||||||||||||||||
Upfront cash payments | $ 30,000,000 | $ 10,000,000 | $ 240,000,000 | 10,000,000 | ||||||||||||||||||
Estimated arrangement consideration | $ 218,200,000 | $ 180,000,000 | ||||||||||||||||||||
Number of milestones | 3 | 2 | ||||||||||||||||||||
Option exercise fee | $ 10,000,000 | |||||||||||||||||||||
Termination period | 90 days | |||||||||||||||||||||
Performance period | 10 years | |||||||||||||||||||||
Revenue recognized from services performed | 600,000 | $ 600,000 | ||||||||||||||||||||
2013 AZ Agreements | Product option fee | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 10,000,000 | |||||||||||||||||||||
Deferred revenue | 10,000,000 | 10,000,000 | ||||||||||||||||||||
2013 AZ Agreements | Clinical event related to AZD8601 | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | $ 30,000,000 | |||||||||||||||||||||
Deferred revenue | 30,000,000 | 30,000,000 | ||||||||||||||||||||
2013 AZ Agreements | VEGF-A product (AZD8601) | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Upfront cash payments | 30,000,000 | |||||||||||||||||||||
2013 AZ Agreements | Maximum | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Earn-out payments | 12.00% | |||||||||||||||||||||
2013 AZ Agreements | Development Milestones | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 100,000,000 | |||||||||||||||||||||
2013 AZ Agreements | Regulatory Milestones | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 100,000,000 | |||||||||||||||||||||
2013 AZ Agreements | Commercial Milestones | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | $ 200,000,000 | |||||||||||||||||||||
2013 AZ Agreements | Toxicity Milestone | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Revenue recognized from milestones | $ 60,000,000 | |||||||||||||||||||||
2013 AZ Agreements | Competition Milestone | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Upfront cash payments | 60,000,000 | |||||||||||||||||||||
Revenue recognized from milestones | $ 16,200,000 | $ 15,700,000 | ||||||||||||||||||||
2016 AZ Agreement | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | $ 240,400,000 | |||||||||||||||||||||
Termination period | 90 days | |||||||||||||||||||||
Suspension period | 12 months | |||||||||||||||||||||
2016 AZ Agreement | Combined unit of accounting from previous agreements | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Relative selling price method amount | $ 209,600,000 | |||||||||||||||||||||
2016 AZ Agreement | Preclinical development obligations for IL12 | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Relative selling price method amount | 4,100,000 | |||||||||||||||||||||
2016 AZ Agreement | Preclinical development obligations for the other immuno-oncology program | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Relative selling price method amount | 4,700,000 | |||||||||||||||||||||
2016 AZ Agreement | Combined development and commercialization rights and manufacturing and supply services for IL12 | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Relative selling price method amount | 10,400,000 | |||||||||||||||||||||
2016 AZ Agreement | Combined development and commercialization rights and manufacturing and supply services for the other immuno-oncology program | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Relative selling price method amount | 11,600,000 | |||||||||||||||||||||
2016 AZ Agreement | IL12 and the other immuno-oncology program | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | $ 22,200,000 | |||||||||||||||||||||
2016 AZ Agreement | Maximum | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Tiered royalties at default rate | 20.00% | |||||||||||||||||||||
Tiered royalties | 30.00% | |||||||||||||||||||||
2016 AZ Agreement | Minimum | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Tiered royalties | 10.00% | |||||||||||||||||||||
2017 AZ Agreement | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Termination period | 90 days | |||||||||||||||||||||
Suspension period | 12 months | |||||||||||||||||||||
Revenue recognized from arrangements | 600,000 | $ 0 | ||||||||||||||||||||
2017 AZ Agreement | Maximum | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Tiered royalties | 30.00% | |||||||||||||||||||||
2017 AZ Agreement | Minimum | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Tiered royalties | 10.00% | |||||||||||||||||||||
2018 A&R Agreements | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Number of options to develop candidates | option | 40 | 40 | ||||||||||||||||||||
Termination period | 90 days | |||||||||||||||||||||
Combined 2018 AZ Agreements | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 217,100,000 | 217,100,000 | ||||||||||||||||||||
Combined 2018 AZ Agreements | Combined unit of accounting from previous agreements | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 144,300,000 | 144,300,000 | ||||||||||||||||||||
Combined 2018 AZ Agreements | Preclinical development obligations for IL12 | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 500,000 | 500,000 | ||||||||||||||||||||
Combined 2018 AZ Agreements | Preclinical development obligations for the other immuno-oncology program | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 5,400,000 | 5,400,000 | ||||||||||||||||||||
Combined 2018 AZ Agreements | Combined development and commercialization rights and manufacturing and supply services for IL12 | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 33,100,000 | 33,100,000 | ||||||||||||||||||||
Combined 2018 AZ Agreements | Combined development and commercialization rights and manufacturing and supply services for the other immuno-oncology program | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 33,800,000 | 33,800,000 | ||||||||||||||||||||
Combined 2018 AZ Agreements | IL12 and the other immuno-oncology program | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | 71,200,000 | 71,200,000 | ||||||||||||||||||||
2013/2016 AZ Agreements | ||||||||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||||||||
Estimated arrangement consideration | $ 145,900,000 | $ 145,900,000 |
Collaboration Agreements - Merc
Collaboration Agreements - Merck – Strategic Alliances in Infectious Diseases and Cancer Vaccines (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
May 31, 2018USD ($) | Apr. 30, 2018USD ($) | Jun. 30, 2016USD ($) | Jan. 31, 2016USD ($) | Jan. 31, 2015USD ($)candidatevirus | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Collaboration revenue | $ 35,421 | $ 41,757 | $ 28,851 | $ 29,039 | $ 91,904 | $ 42,472 | $ 41,121 | $ 30,328 | $ 135,068 | $ 205,825 | $ 108,396 | |||||
Series H Redeemable Convertible Preferred Stock | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Aggregate net proceeds from the offering | $ 112,000 | |||||||||||||||
Premium recorded to deferred revenue | $ 13,000 | |||||||||||||||
Collaboration revenue | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Collaboration revenue | 76,519 | 146,953 | 69,109 | |||||||||||||
2015 Merck Agreement | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Number of undisclosed viruses | virus | 3 | |||||||||||||||
Performance period | 4 years | |||||||||||||||
Number of viruses | virus | 4 | |||||||||||||||
Candidate development period | 3 years | |||||||||||||||
Number of product candidates | candidate | 5 | |||||||||||||||
Upfront cash payments | $ 50,000 | |||||||||||||||
Revenue recognized from milestones | 5,000 | |||||||||||||||
Proceeds from equity investment | 50,000 | |||||||||||||||
Revenue recognized from services performed | 3,200 | 1,000 | 2,100 | |||||||||||||
Deferred revenue | 16,300 | 16,300 | 32,100 | |||||||||||||
2015 Merck Agreement | Collaboration revenue | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Collaboration revenue | 24,600 | 22,900 | 27,500 | |||||||||||||
2015 Merck Agreement | Development Milestones | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Estimated arrangement consideration | 65,000 | |||||||||||||||
2015 Merck Agreement | Regulatory Milestones | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Estimated arrangement consideration | 60,000 | |||||||||||||||
2015 Merck Agreement | Commercial Milestones | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Estimated arrangement consideration | $ 175,000 | |||||||||||||||
Amended 2015 Merck Agreement | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Upfront cash payments | $ 10,000 | |||||||||||||||
PCV Agreement | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Upfront cash payments | $ 200,000 | |||||||||||||||
Estimated arrangement consideration | $ 138,700 | $ 250,000 | ||||||||||||||
Deferred revenue | 125,700 | 111,300 | 139,800 | 111,300 | 139,800 | |||||||||||
Arrangement term | 5 years | |||||||||||||||
Relative selling price method amount | 5,800 | |||||||||||||||
PCV Agreement | Series H Redeemable Convertible Preferred Stock | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Aggregate net proceeds from the offering | 125,000 | |||||||||||||||
Premium recorded to deferred revenue | 13,000 | |||||||||||||||
PCV Agreement | PCV products | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Estimated arrangement consideration | $ 243,000 | $ 243,000 | $ 200,000 | 243,000 | 200,000 | |||||||||||
PCV Agreement | Collaboration revenue | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Collaboration revenue | $ 41,500 | $ 40,000 | $ 20,200 | |||||||||||||
PCV Agreement | PCV Unit of Accounting | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||||||
Performance period | 3 years 1 month 6 days | |||||||||||||||
Relative selling price method amount | $ 132,900 |
Collaboration Agreements - Vert
Collaboration Agreements - Vertex – 2016 Strategic Alliance in Cystic Fibrosis (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jul. 31, 2016 | 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 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Collaboration revenue | $ 35,421 | $ 41,757 | $ 28,851 | $ 29,039 | $ 91,904 | $ 42,472 | $ 41,121 | $ 30,328 | $ 135,068 | $ 205,825 | $ 108,396 | |
Collaboration revenue | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Collaboration revenue | 76,519 | 146,953 | 69,109 | |||||||||
Vertex Agreement | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Upfront cash payments | $ 20,000 | |||||||||||
Research period | 3 years | |||||||||||
Research extension period | 1 year | |||||||||||
Proceeds from equity investment | $ 20,000 | |||||||||||
Termination period | 90 days | |||||||||||
Termination period upon marketing approval | 180 days | |||||||||||
Deferred revenue | $ 3,300 | $ 10,000 | 3,300 | 10,000 | ||||||||
Vertex Agreement | Collaboration revenue | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Collaboration revenue | $ 10,400 | $ 9,100 | $ 3,500 | |||||||||
Vertex Agreement | Development Milestones | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Estimated arrangement consideration | $ 55,000 | |||||||||||
Vertex Agreement | Regulatory Milestones | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Estimated arrangement consideration | 220,000 | |||||||||||
Vertex Agreement | Regulatory Milestones, Subsequent Products | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Estimated arrangement consideration | $ 3,000 |
Collaboration Agreements - Alex
Collaboration Agreements - Alexion – 2014 Strategic Alliance in Rare Diseases (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2014USD ($)candidate | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Collaboration revenue | $ 35,421,000 | $ 41,757,000 | $ 28,851,000 | $ 29,039,000 | $ 91,904,000 | $ 42,472,000 | $ 41,121,000 | $ 30,328,000 | $ 135,068,000 | $ 205,825,000 | $ 108,396,000 | |
Collaboration revenue | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Collaboration revenue | 76,519,000 | 146,953,000 | 69,109,000 | |||||||||
2014 Alexion Agreements | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Upfront cash payments | $ 100,000,000 | |||||||||||
Proceeds from equity investment | $ 25,000,000 | |||||||||||
Number of product candidates | candidate | 10 | |||||||||||
Arrangement term | 10 years | |||||||||||
Deferred revenue recognized | 70,300,000 | |||||||||||
Deferred revenue | $ 0 | $ 0 | 0 | 0 | ||||||||
2014 Alexion Agreements | Collaboration revenue | ||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||||||||||
Collaboration revenue | $ 0 | $ 74,400,000 | $ 17,200,000 |
Grants (Details)
Grants (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2016USD ($) | Jan. 31, 2016USD ($) | Oct. 31, 2013USD ($) | Dec. 31, 2018USD ($)contract_option | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)contract_option | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Total revenue | $ 35,421,000 | $ 41,757,000 | $ 28,851,000 | $ 29,039,000 | $ 91,904,000 | $ 42,472,000 | $ 41,121,000 | $ 30,328,000 | $ 135,068,000 | $ 205,825,000 | $ 108,396,000 | |||
Grant revenue | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Total revenue | 12,556,000 | 28,851,000 | 6,860,000 | |||||||||||
BARDA | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Award amount | $ 125,800,000 | |||||||||||||
Amount committed for funding | 117,300,000 | 117,300,000 | ||||||||||||
Available funding | $ 8,500,000 | $ 8,500,000 | ||||||||||||
BARDA | Initial base award | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Award amount | 8,200,000 | |||||||||||||
BARDA | Contract options | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Award amount | $ 117,600,000 | |||||||||||||
Number of contract options exercised | contract_option | 3 | 3 | ||||||||||||
Number of contract options | contract_option | 4 | 4 | ||||||||||||
BARDA | Grant revenue | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Total revenue | $ 6,800,000 | 20,100,000 | 900,000 | |||||||||||
The Bill & Melinda Gates Foundation | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Award amount | $ 100,000,000 | |||||||||||||
Available funding | $ 80,000,000 | 80,000,000 | ||||||||||||
Deferred revenue | 800,000 | 2,200,000 | 800,000 | 2,200,000 | ||||||||||
The Bill & Melinda Gates Foundation | Initial project | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Award amount | $ 20,000,000 | |||||||||||||
Amount committed for funding | 20,000,000 | 20,000,000 | ||||||||||||
The Bill & Melinda Gates Foundation | Grant revenue | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Total revenue | 1,400,000 | 1,100,000 | 1,600,000 | |||||||||||
DARPA | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Award amount | $ 24,600,000 | 20,500,000 | ||||||||||||
Amount committed for funding | 19,700,000 | 17,300,000 | 19,700,000 | 17,300,000 | ||||||||||
Available funding | $ 3,200,000 | $ 3,200,000 | 3,200,000 | 3,200,000 | ||||||||||
DARPA | Grant revenue | ||||||||||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ||||||||||||||
Total revenue | $ 3,500,000 | $ 7,700,000 | $ 3,800,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Cash and Available-for-Sale Securities by Significant Investment Category (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 1,037,372 | $ 768,178 |
Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,695,737 | 903,037 |
Unrealized Gains | 120 | 96 |
Unrealized Losses | (1,440) | (1,253) |
Fair Value | 1,694,417 | 901,880 |
Level 2 | Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 658,364 | 134,859 |
Level 2 | Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 863,063 | 621,170 |
Level 2 | Non- Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 172,990 | 145,851 |
Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 658,365 | 134,859 |
Unrealized Gains | 20 | 0 |
Unrealized Losses | (21) | 0 |
Fair Value | 658,364 | 134,859 |
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 658,364 | 134,859 |
Cash and Cash Equivalents | Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Cash and Cash Equivalents | Non- Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Certificates of deposit | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 173,102 | 245,884 |
Unrealized Gains | 42 | 35 |
Unrealized Losses | (36) | (218) |
Fair Value | 173,108 | 245,701 |
Certificates of deposit | Level 2 | Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Certificates of deposit | Level 2 | Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 157,920 | 198,398 |
Certificates of deposit | Level 2 | Non- Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 15,188 | 47,303 |
U.S. treasury securities | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 152,205 | 118,278 |
Unrealized Gains | 18 | 0 |
Unrealized Losses | (48) | (354) |
Fair Value | 152,175 | 117,924 |
U.S. treasury securities | Level 2 | Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
U.S. treasury securities | Level 2 | Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 152,175 | 117,924 |
U.S. treasury securities | Level 2 | Non- Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Debt securities of U.S. government agencies and corporate entities | Level 2 | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 712,065 | 404,016 |
Unrealized Gains | 40 | 61 |
Unrealized Losses | (1,335) | (681) |
Fair Value | 710,770 | 403,396 |
Debt securities of U.S. government agencies and corporate entities | Level 2 | Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 0 | 0 |
Debt securities of U.S. government agencies and corporate entities | Level 2 | Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | 552,968 | 304,848 |
Debt securities of U.S. government agencies and corporate entities | Level 2 | Non- Current Marketable Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value | $ 157,802 | $ 98,548 |
Financial Instruments - Amortiz
Financial Instruments - Amortized Cost and Estimated Fair Value of Marketable Securities, by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Amortized Cost | ||
Due in one year or less | $ 864,003 | $ 622,020 |
Due after one year through five years | 173,369 | 146,158 |
Amortized Cost | 1,037,372 | 768,178 |
Estimated Fair Value | ||
Due in one year or less | 863,063 | 621,170 |
Due after one year through five years | 172,990 | 145,851 |
Total | $ 1,036,053 | $ 767,021 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) $ in Millions | Dec. 31, 2018USD ($)security | Dec. 31, 2017USD ($)security |
Investments, Debt and Equity Securities [Abstract] | ||
Number of available-for-sale securitiesin a continuous unrealized loss position for more than 12 months | security | 25 | 173 |
Estimated fair value of total investment portfolio in a continuous unrealized loss position for more than 12 months | $ 82.8 | $ 602 |
Gross unrealized loss of total investment portfolio in a continuous unrealized loss position for more than 12 months | $ 0.4 | $ 0.3 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses | $ 10,401 | $ 7,839 |
Tenant incentives receivables | 10,089 | 1,748 |
Interest receivable on marketable securities | 7,909 | 3,239 |
Prepaid expenses and other current assets | $ 28,399 | $ 12,826 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 276,433,000 | $ 187,062,000 | |
Less: Accumulated depreciation | (64,456,000) | (48,031,000) | |
Property and equipment, net | 211,977,000 | 139,031,000 | |
Depreciation and amortization | 24,862,000 | 20,537,000 | $ 15,114,000 |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 140,442,000 | 0 | |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 96,907,000 | 77,351,000 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 13,741,000 | 12,222,000 | |
Furniture, fixtures and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 2,122,000 | 290,000 | |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 11,513,000 | 9,420,000 | |
Internally developed software | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 7,020,000 | 7,020,000 | |
Property and equipment, net | 0 | 0 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 4,688,000 | $ 80,759,000 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
In-licenses | $ 22,000 | $ 25,000 |
Property and equipment | 12,089 | 14,624 |
Compensation-related | 23,406 | 18,221 |
External goods and services | 21,578 | 14,870 |
Accrued liabilities | $ 79,073 | $ 72,715 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Obligations (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2017USD ($) | Aug. 31, 2015USD ($)ft² | Dec. 31, 2018USD ($)ft²campus | Dec. 31, 2018USD ($)ft²campus | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 01, 2020USD ($) | Aug. 31, 2016USD ($)ft²extension_period | May 31, 2016USD ($)ft²extension_period$ / ft² | |
Operating Leased Assets [Line Items] | |||||||||
Number of campuses | campus | 2 | 2 | |||||||
Property and equipment, net | $ 211,977,000 | $ 211,977,000 | $ 139,031,000 | ||||||
Carrying value of the construction financing obligation | $ 33,489,000 | 33,489,000 | 15,687,000 | ||||||
Rent expense | $ 19,100,000 | 18,600,000 | $ 13,700,000 | ||||||
Cambridge Leases | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Area of office space (in sqft) | ft² | 200,000 | 200,000 | |||||||
Cambridge Leases | 200 Technology Square | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Area of office space (in sqft) | ft² | 124,760 | ||||||||
Lease term | 11 years | ||||||||
Number of extension periods | extension_period | 2 | ||||||||
Extension term | 5 years | ||||||||
Tenant allowance (usd per sqft) | $ / ft² | 10 | ||||||||
Security deposit | $ 1,300,000 | ||||||||
Cambridge Leases | 200 Technology Square | Scenario, Forecast | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Security deposit | $ 2,200,000 | ||||||||
Cambridge Leases | 500 Technology Square | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Area of office space (in sqft) | ft² | 61,618 | ||||||||
Lease term | 6 years | ||||||||
Security deposit | $ 1,000,000 | ||||||||
Rate per annum | 3,900,000 | ||||||||
Tenant improvement allowance | $ 3,100,000 | ||||||||
Cambridge Leases | 200 Technology Square, Sublease Agreements | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Area of office space (in sqft) | ft² | 34,268 | 34,268 | |||||||
Norwood Leases | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Area of office space (in sqft) | ft² | 200,000 | 200,000 | |||||||
Norwood Leases | Office, laboratory, and light manufacturing space | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Area of office space (in sqft) | ft² | 200,000 | ||||||||
Number of extension periods | extension_period | 2 | ||||||||
Extension term | 10 years | ||||||||
Security deposit | $ 8,900,000 | $ 8,900,000 | 8,900,000 | ||||||
Tenant improvement allowance | $ 24,200,000 | ||||||||
Carrying value of the construction financing obligation | 33,500,000 | 33,500,000 | 15,700,000 | ||||||
Financing obligation in accrued liabilities | 10,500,000 | 10,500,000 | 14,500,000 | ||||||
Norwood Leases | Office, laboratory, and light manufacturing space | Construction in progress | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Property and equipment, net | 86,400,000 | 86,400,000 | 75,000,000 | 18,200,000 | |||||
Transfers of property and equipment | 161,600,000 | ||||||||
Norwood Leases | Office, laboratory, and light manufacturing space | Building | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Transfers of property and equipment | $ 140,400,000 | ||||||||
Interest expense | 3,000,000 | 0 | 0 | ||||||
Depreciation | 1,800,000 | 0 | 0 | ||||||
Norwood Leases | Office, laboratory, and light manufacturing space | Land | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Rent expense | $ 1,200,000 | $ 1,300,000 | $ 200,000 | ||||||
Norwood Leases | Land adjacent to Norwood | |||||||||
Operating Leased Assets [Line Items] | |||||||||
Lease term | 35 years | ||||||||
Rate per annum | $ 300,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments Under Non-Cancelable Operating Lease Agreements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Years ending December 31: | |
2019 | $ 20,027 |
2020 | 20,404 |
2021 | 20,937 |
2022 | 20,208 |
2023 | 17,235 |
Thereafter | 112,958 |
Total | $ 211,769 |
Commitments and Contingencies_3
Commitments and Contingencies - Strategic Collaborations (Details) - PCV Agreement - USD ($) $ in Millions | Dec. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2016 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Budgeted amount | $ 138.7 | $ 250 | ||
PCV products | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Budgeted amount | $ 243 | $ 243 | $ 200 |
Commitments and Contingencies_4
Commitments and Contingencies - Indemnification Obligations (Details) - Indemnifications | 12 Months Ended | |
Dec. 31, 2018USD ($)claim | Dec. 31, 2017USD ($)claim | |
Loss Contingencies [Line Items] | ||
Losses related to indemnification obligations | $ 0 | $ 0 |
Number of claims outstanding | claim | 0 | 0 |
Reserves established | $ 0 | $ 0 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments and Purchase Orders (Details) $ in Millions | Dec. 31, 2018USD ($) |
Purchase commitments | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Contractual commitment to pay | $ 2.5 |
Clinical operations and support commitments | |
Purchase Commitment, Excluding Long-term Commitment [Line Items] | |
Contractual commitment to pay | $ 64.2 |
Commitments and Contingencies_6
Commitments and Contingencies - Licenses to Patented Technology (Details) - USD ($) | Jun. 26, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Accrued liabilities | $ 79,073,000 | $ 72,715,000 | |
Sublicense agreement | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Expenses associated with license agreements | $ 28,000,000 | 22,000,000 | 53,300,000 |
Consideration paid | $ 25,000,000 | 28,300,000 | |
Accrued liabilities | $ 25,000,000 | ||
Therapeutic and prophylactic products | Sublicense agreement | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Development and regulatory milestone payments | 1,500,000 | ||
Commercial milestone payments | 24,000,000 | ||
Diagnostic products | Sublicense agreement | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Development and regulatory milestone payments | $ 500,000 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Units and Common Units (Details) - shares | Dec. 31, 2018 | Dec. 11, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2016 | Dec. 31, 2015 |
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 508,539,515 | 448,686,791 | |||
Common Units | ||||||
Temporary Equity [Line Items] | ||||||
Units outstanding (in shares) | 0 | 59,121,793 | ||||
Preferred Units | ||||||
Temporary Equity [Line Items] | ||||||
Redeemable convertible preferred stock, shares outstanding | 0 | 394,685,560 | ||||
Incentive units | ||||||
Temporary Equity [Line Items] | ||||||
Units outstanding (in shares) | 2,791,240 |
Redeemable Convertible Prefer_5
Redeemable Convertible Preferred Stock and Common Stock - Narrative (Details) | Dec. 11, 2018USD ($)$ / sharesshares | Aug. 10, 2016USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | May 31, 2018USD ($)$ / sharesshares | Feb. 28, 2018USD ($)$ / sharesshares | Feb. 15, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | May 07, 2018shares |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Common stock, shares authorized | 1,600,000,000 | 775,000,000 | 1,600,000,000 | 696,581,112 | ||||||
Redeemable convertible preferred stock, shares authorized | 509,352,795 | 0 | 448,686,791 | 509,352,795 | ||||||
Common stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 162,000,000 | 162,000,000 | 0 | |||||||
Preferred stock, par value (usd per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Offering expenses | $ | $ 41,322,000 | |||||||||
Redeemable convertible preferred stock, shares issued | 508,539,515 | 0 | 448,686,791 | |||||||
Redeemable convertible preferred stock, shares outstanding | 508,539,515 | 0 | 448,686,791 | |||||||
Accretion of redeemable convertible preferred units | $ | $ 0 | |||||||||
Series F Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 54,001,241 | 54,001,241 | ||||||||
Shares of common stock issued (in shares) | 54,001,241 | |||||||||
Price per share (usd per share) | $ / shares | $ 8.78 | |||||||||
Aggregate net proceeds from the offering | $ | $ 474,100,000 | |||||||||
Offering expenses | $ | $ 600,000 | $ 599,000 | ||||||||
Redeemable convertible preferred stock, shares issued | 54,001,241 | 54,001,241 | ||||||||
Redeemable convertible preferred stock, shares outstanding | 54,001,241 | 54,001,241 | ||||||||
Authorized number of shares (in shares) | 68,337,129 | |||||||||
Conversion price (usd per share) | $ / shares | $ 19.14 | |||||||||
Series G Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 55,666,004 | |||||||||
Shares of common stock issued (in shares) | 55,666,004 | 55,666,004 | ||||||||
Price per share (usd per share) | $ / shares | $ 10.06 | $ 10.06 | ||||||||
Aggregate net proceeds from the offering | $ | $ 560,000,000 | $ 560,000,000 | ||||||||
Offering expenses | $ | $ 10,500,000 | $ 10,517,000 | ||||||||
Redeemable convertible preferred stock, shares issued | 55,666,004 | |||||||||
Redeemable convertible preferred stock, shares outstanding | 55,666,004 | |||||||||
Conversion price (usd per share) | $ / shares | 21.93 | |||||||||
Series H Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 5,000,000 | |||||||||
Shares of common stock issued (in shares) | 5,000,000 | |||||||||
Price per share (usd per share) | $ / shares | $ 25 | |||||||||
Aggregate net proceeds from the offering | $ | $ 112,000,000 | |||||||||
Offering expenses | $ | $ 400,000 | $ 474,000 | ||||||||
Redeemable convertible preferred stock, shares issued | 5,000,000 | |||||||||
Redeemable convertible preferred stock, shares outstanding | 5,000,000 | |||||||||
Conversion ratio | 0.8771930 | |||||||||
Conversion price (usd per share) | $ / shares | $ 21.93 | $ 21.93 | ||||||||
Fair value per share (usd per share) | $ / shares | $ 22.39 | |||||||||
Premium recorded to deferred revenue | $ | $ 13,000,000 | |||||||||
Convertible holding period | 21 months | |||||||||
Percentage discount on shares | 10.00% | |||||||||
Series D Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 63,291,156 | 63,291,156 | ||||||||
Redeemable convertible preferred stock, shares issued | 63,021,976 | 63,291,156 | ||||||||
Redeemable convertible preferred stock, shares outstanding | 63,021,976 | 63,291,156 | ||||||||
Conversion price (usd per share) | $ / shares | $ 4.65 | |||||||||
Repurchase of redeemable convertible preferred stock (in shares) | 269,180 | |||||||||
Dividend rate per annum (usd per share | $ / shares | $ 0.171 | |||||||||
Series E Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 81,428,340 | 81,428,340 | ||||||||
Redeemable convertible preferred stock, shares issued | 80,884,240 | 81,428,340 | ||||||||
Redeemable convertible preferred stock, shares outstanding | 80,884,240 | 81,428,340 | ||||||||
Conversion price (usd per share) | $ / shares | $ 13.45 | |||||||||
Repurchase of redeemable convertible preferred stock (in shares) | 544,100 | |||||||||
Repurchase of redeemable convertible preferred stock | $ | $ 8,200,000 | |||||||||
Series A Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 42,000,000 | 42,000,000 | ||||||||
Redeemable convertible preferred stock, shares issued | 42,000,000 | 42,000,000 | ||||||||
Redeemable convertible preferred stock, shares outstanding | 42,000,000 | 42,000,000 | ||||||||
Conversion price (usd per share) | $ / shares | $ 0.11 | |||||||||
Dividend rate per annum (usd per share | $ / shares | $ 0.004 | |||||||||
Series B Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 122,296,280 | 122,296,280 | ||||||||
Redeemable convertible preferred stock, shares issued | 122,296,280 | 122,296,280 | ||||||||
Redeemable convertible preferred stock, shares outstanding | 122,296,280 | 122,296,280 | ||||||||
Conversion price (usd per share) | $ / shares | $ 0.17 | |||||||||
Dividend rate per annum (usd per share | $ / shares | $ 0.006 | |||||||||
Series C Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Redeemable convertible preferred stock, shares authorized | 85,669,774 | 85,669,774 | ||||||||
Redeemable convertible preferred stock, shares issued | 85,669,774 | 85,669,774 | ||||||||
Redeemable convertible preferred stock, shares outstanding | 85,669,774 | 85,669,774 | ||||||||
Conversion price (usd per share) | $ / shares | $ 0.70 | |||||||||
Dividend rate per annum (usd per share | $ / shares | $ 0.02568 | |||||||||
IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares of common stock issued (in shares) | 26,275,993 | |||||||||
Price per share (usd per share) | $ / shares | $ 23 | |||||||||
Aggregate net proceeds from the offering | $ | $ 563,000,000 | |||||||||
Underwriting discounts | $ | 33,200,000 | |||||||||
Offering expenses | $ | $ 8,100,000 | |||||||||
IPO | Common Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Preferred stock converted into common stock (in shares) | 236,012,913 |
Redeemable Convertible Prefer_6
Redeemable Convertible Preferred Stock and Common Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 11, 2018 | May 07, 2018 | Dec. 31, 2017 |
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 0 | 509,352,795 | 509,352,795 | 448,686,791 |
Redeemable Convertible Preferred Shares Issued | 0 | 508,539,515 | 448,686,791 | |
Redeemable Convertible Preferred Shares Issued | 0 | 508,539,515 | 448,686,791 | |
Carrying Value | $ 0 | $ 1,833,561 | $ 1,176,661 | |
Liquidation Preference | $ 0 | $ 1,903,887 | $ 1,209,940 | |
Series A redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 42,000,000 | 42,000,000 | ||
Redeemable Convertible Preferred Shares Issued | 42,000,000 | 42,000,000 | ||
Redeemable Convertible Preferred Shares Issued | 42,000,000 | 42,000,000 | ||
Carrying Value | $ 182 | $ 182 | ||
Liquidation Preference | $ 2,859 | $ 2,701 | ||
Series B redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 122,296,280 | 122,296,280 | ||
Redeemable Convertible Preferred Shares Issued | 122,296,280 | 122,296,280 | ||
Redeemable Convertible Preferred Shares Issued | 122,296,280 | 122,296,280 | ||
Carrying Value | $ 770 | $ 770 | ||
Liquidation Preference | $ 12,493 | $ 11,801 | ||
Series C redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 85,669,774 | 85,669,774 | ||
Redeemable Convertible Preferred Shares Issued | 85,669,774 | 85,669,774 | ||
Redeemable Convertible Preferred Shares Issued | 85,669,774 | 85,669,774 | ||
Carrying Value | $ 36,238 | $ 36,238 | ||
Liquidation Preference | $ 41,750 | $ 39,676 | ||
Series D redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 63,291,156 | 63,291,156 | ||
Redeemable Convertible Preferred Shares Issued | 63,021,976 | 63,291,156 | ||
Redeemable Convertible Preferred Shares Issued | 63,021,976 | 63,291,156 | ||
Carrying Value | $ 163,355 | $ 164,059 | ||
Liquidation Preference | $ 188,840 | $ 179,462 | ||
Series E redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 81,428,340 | 81,428,340 | ||
Redeemable Convertible Preferred Shares Issued | 80,884,240 | 81,428,340 | ||
Redeemable Convertible Preferred Shares Issued | 80,884,240 | 81,428,340 | ||
Carrying Value | $ 498,525 | $ 501,880 | ||
Liquidation Preference | $ 498,814 | $ 502,169 | ||
Series F redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 54,001,241 | 54,001,241 | ||
Redeemable Convertible Preferred Shares Issued | 54,001,241 | 54,001,241 | ||
Redeemable Convertible Preferred Shares Issued | 54,001,241 | 54,001,241 | ||
Carrying Value | $ 473,532 | $ 473,532 | ||
Liquidation Preference | $ 474,131 | $ 474,131 | ||
Series G redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 55,666,004 | |||
Redeemable Convertible Preferred Shares Issued | 55,666,004 | |||
Redeemable Convertible Preferred Shares Issued | 55,666,004 | |||
Carrying Value | $ 549,413 | |||
Liquidation Preference | $ 560,000 | |||
Series H redeemable convertible preferred stock | ||||
Temporary Equity [Line Items] | ||||
Redeemable Convertible Preferred Shares Authorized | 5,000,000 | |||
Redeemable Convertible Preferred Shares Issued | 5,000,000 | |||
Redeemable Convertible Preferred Shares Issued | 5,000,000 | |||
Carrying Value | $ 111,546 | |||
Liquidation Preference | $ 125,000 |
Redeemable Convertible Prefer_7
Redeemable Convertible Preferred Stock and Common Stock - Summary of Activity for Each Series of Outstanding Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 11, 2018 | Aug. 10, 2016 | Sep. 30, 2018 | May 31, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2017 |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 448,686,791 | |||||||
Balance at beginning of period | $ 1,176,661 | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ 1,833,561 | |||||||
Balance at end of period (in shares) | 508,539,515 | 0 | 448,686,791 | |||||
Balance at end of period | $ 1,833,561 | $ 0 | $ 1,176,661 | |||||
Issuance costs | $ 41,322 | |||||||
Series A Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 42,000,000 | |||||||
Balance at beginning of period | $ 182 | |||||||
Balance at end of period (in shares) | 42,000,000 | 42,000,000 | ||||||
Balance at end of period | $ 182 | $ 182 | ||||||
Series B Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 122,296,280 | |||||||
Balance at beginning of period | $ 770 | |||||||
Balance at end of period (in shares) | 122,296,280 | 122,296,280 | ||||||
Balance at end of period | $ 770 | $ 770 | ||||||
Series C Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 85,669,774 | |||||||
Balance at beginning of period | $ 36,238 | |||||||
Balance at end of period (in shares) | 85,669,774 | 85,669,774 | ||||||
Balance at end of period | $ 36,238 | $ 36,238 | ||||||
Series D Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 63,291,156 | |||||||
Balance at beginning of period | $ 164,059 | |||||||
Repurchase of redeemable convertible preferred stock (in shares) | (269,180) | |||||||
Balance at end of period (in shares) | 63,021,976 | 63,291,156 | ||||||
Balance at end of period | $ 163,355 | $ 164,059 | ||||||
Series E Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 81,428,340 | |||||||
Balance at beginning of period | $ 501,880 | |||||||
Repurchase of redeemable convertible preferred stock (in shares) | (544,100) | |||||||
Repurchase of redeemable convertible preferred stock | $ (8,200) | |||||||
Balance at end of period (in shares) | 80,884,240 | 81,428,340 | ||||||
Balance at end of period | $ 498,525 | $ 501,880 | ||||||
Series F Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 54,001,241 | |||||||
Balance at beginning of period | $ 473,532 | |||||||
Balance at end of period (in shares) | 54,001,241 | 54,001,241 | ||||||
Balance at end of period | $ 473,532 | $ 473,532 | ||||||
Issuance costs | $ 600 | $ 599 | ||||||
Series G Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at end of period (in shares) | 55,666,004 | |||||||
Balance at end of period | $ 549,413 | |||||||
Issuance costs | $ 10,500 | 10,517 | ||||||
Series H Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at end of period (in shares) | 5,000,000 | |||||||
Balance at end of period | $ 111,546 | |||||||
Issuance costs | $ 400 | $ 474 | ||||||
Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 448,686,791 | 0 | 0 | |||||
Balance at beginning of period | $ 1,176,661 | $ 0 | $ 0 | |||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 394,685,550 | 394,685,550 | ||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 703,129 | $ 703,129 | ||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (508,539,515) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (1,833,561) | |||||||
Balance at end of period (in shares) | 0 | 448,686,791 | 448,686,791 | |||||
Balance at end of period | $ 0 | $ 1,176,661 | $ 1,176,661 | |||||
Redeemable Convertible Preferred Stock | Series A Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 42,000,000 | 0 | 0 | |||||
Balance at beginning of period | $ 182 | $ 0 | $ 0 | |||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 42,000,000 | |||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 182 | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (42,000,000) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (182) | |||||||
Balance at end of period (in shares) | 0 | 42,000,000 | ||||||
Balance at end of period | $ 0 | $ 182 | ||||||
Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 122,296,280 | 0 | 0 | |||||
Balance at beginning of period | $ 770 | $ 0 | $ 0 | |||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 122,296,280 | |||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 770 | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (122,296,280) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (770) | |||||||
Balance at end of period (in shares) | 0 | 122,296,280 | ||||||
Balance at end of period | $ 0 | $ 770 | ||||||
Redeemable Convertible Preferred Stock | Series C Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 85,669,774 | 0 | 0 | |||||
Balance at beginning of period | $ 36,238 | $ 0 | $ 0 | |||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 85,669,774 | |||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 36,238 | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (85,669,774) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (36,238) | |||||||
Balance at end of period (in shares) | 0 | 85,669,774 | ||||||
Balance at end of period | $ 0 | $ 36,238 | ||||||
Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 63,291,156 | 0 | 0 | |||||
Balance at beginning of period | $ 164,059 | $ 0 | $ 0 | |||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 63,291,156 | |||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 164,059 | |||||||
Repurchase of redeemable convertible preferred stock (in shares) | (269,180) | |||||||
Repurchase of redeemable convertible preferred stock | $ (704) | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (63,021,976) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (163,355) | |||||||
Balance at end of period (in shares) | 0 | 63,291,156 | ||||||
Balance at end of period | $ 0 | $ 164,059 | ||||||
Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 81,428,340 | 0 | 0 | |||||
Balance at beginning of period | $ 501,880 | $ 0 | $ 0 | |||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization (in shares) | 81,428,340 | |||||||
Exchange of redeemable convertible preferred units and common units for redeemable convertible preferred stock and common stock, respectively, in connection with reorganization | $ 501,880 | |||||||
Repurchase of redeemable convertible preferred stock (in shares) | (544,100) | |||||||
Repurchase of redeemable convertible preferred stock | $ (3,355) | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (80,884,240) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (498,525) | |||||||
Balance at end of period (in shares) | 0 | 81,428,340 | ||||||
Balance at end of period | $ 0 | $ 501,880 | ||||||
Redeemable Convertible Preferred Stock | Series F Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 54,001,241 | 0 | 0 | |||||
Balance at beginning of period | $ 473,532 | $ 0 | $ 0 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 54,001,241 | 54,001,241 | ||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 473,532 | $ 473,532 | ||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (54,001,241) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (473,532) | |||||||
Balance at end of period (in shares) | 0 | 54,001,241 | ||||||
Balance at end of period | $ 0 | $ 473,532 | ||||||
Redeemable Convertible Preferred Stock | Series G Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 0 | 0 | 0 | |||||
Balance at beginning of period | $ 0 | $ 0 | $ 0 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 55,666,004 | |||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 549,413 | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (55,666,004) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (549,413) | |||||||
Balance at end of period (in shares) | 0 | 0 | ||||||
Balance at end of period | $ 0 | $ 0 | ||||||
Redeemable Convertible Preferred Stock | Series H Redeemable Convertible Preferred Stock | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Balance at beginning of period (in shares) | 0 | 0 | 0 | |||||
Balance at beginning of period | $ 0 | $ 0 | $ 0 | |||||
Issuance of redeemable convertible preferred stock, net of issuance costs (in shares) | 5,000,000 | |||||||
Issuance of redeemable convertible preferred stock, net of issuance costs | $ 111,546 | |||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (5,000,000) | |||||||
Conversion of redeemable convertible preferred stock into common stock | $ (111,546) | |||||||
Balance at end of period (in shares) | 0 | 0 | ||||||
Balance at end of period | $ 0 | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 05, 2018USD ($)shares | Nov. 30, 2018shares | Feb. 28, 2018shares | Mar. 03, 2017shares | Aug. 10, 2016USD ($)non_employeeemployee$ / sharesshares | Dec. 31, 2018USD ($)installment$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Aug. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate number of shares authorized for issuance (in shares) | 58,600,000 | ||||||||
Options issued (in shares) | 19,223,123 | ||||||||
Strike price (usd per share) | $ / shares | $ 17.01 | ||||||||
Weighted average grant date fair value of such options (usd per share) | $ / shares | $ 9.33 | ||||||||
Total intrinsic value of options exercised (less than for the year ended December 31, 2017) | $ | $ 5,300 | $ 100 | $ 200 | ||||||
Compensation costs | $ | 72,565 | 40,055 | 39,360 | ||||||
Stock-based compensation expense related to non-employee awards | $ | 700 | 1,000 | 2,400 | ||||||
Total unrecognized compensation cost related to non-vested stock-based compensation | $ | $ 217,600 | ||||||||
Weighted-average period of cost expected to be recognized | 3 years 8 months | ||||||||
Service-based awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Service-based awards | Twelve months of continued employment or service | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 12 months | ||||||||
Vesting percentage | 25.00% | ||||||||
Service-based awards | Following twelve quarters | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting period | 36 months | ||||||||
Number of installments | installment | 12 | ||||||||
Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate number of shares authorized for issuance (in shares) | 50,800,000 | ||||||||
Compensation costs | $ | $ 63,288 | 31,724 | 23,607 | ||||||
Employee stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation costs | $ | $ 0 | 0 | 4,383 | ||||||
Restricted common stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock issued (in shares) | 7,241,077 | 0 | |||||||
Weighted average grant date fair value of such restricted stock (usd per share) | $ / shares | $ 12.15 | $ 0 | |||||||
Aggregate fair value of restricted stock awards vested | $ | $ 11,900 | 21,100 | 51,100 | ||||||
Incentive units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period | 10 years | ||||||||
Options issued (in shares) | 5,489,308 | ||||||||
Strike price (usd per share) | $ / shares | $ 19.15 | ||||||||
Weighted average grant date fair value of such options (usd per share) | $ / shares | $ 3.34 | ||||||||
Incremental compensation expense related to employees and former employees | $ | $ 30,900 | ||||||||
Number of employees and former employees | employee | 234 | ||||||||
Incremental compensation expense related to non-employees | $ | $ 1,500 | ||||||||
Number of non-employees | non_employee | 13 | ||||||||
Performance-based awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation costs | $ | $ 10,600 | $ 800 | $ 1,200 | ||||||
2018 Equity Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Annual percentage increase of shares reserved and available for issuance | 4.00% | ||||||||
Aggregate number of shares authorized for issuance (in shares) | 13,000,000 | ||||||||
Shares available for future grant (in shares) | 7,800,000 | ||||||||
2016 Equity Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of additional shares of common stock authorized for issuance (in shares) | 11,467,886 | 11,009,178 | |||||||
Aggregate number of shares authorized for issuance (in shares) | 59,757,449 | 37,280,385 | |||||||
2016 Equity Plan | Stock options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period | 10 years | ||||||||
2013 Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future grant (in shares) | 0 | ||||||||
2013 Option Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares available for future grant (in shares) | 0 | ||||||||
ESPP | Employee stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate number of shares authorized for issuance (in shares) | 810,000 | ||||||||
Offering period | 6 months | ||||||||
Purchase period | 6 months | ||||||||
Purchase price at which shares are sold, percent | 85.00% | ||||||||
Minimum percentage of compensation through payroll deductions | 1.00% | ||||||||
Maximum percentage of compensation through payroll deductions | 50.00% | ||||||||
Maximum shares to be purchased during purchase period (in shares) | 3,000 | ||||||||
Maximum value of shares to be purchased during purchase period | $ | $ 25 |
Stock-Based Compensation - Opti
Stock-Based Compensation - Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 33,684,134 | |
Granted (in shares) | 19,223,123 | |
Exercised (in shares) | (446,864) | |
Cancelled/forfeited (in shares) | (1,639,261) | |
Outstanding at end of period (in shares) | 50,821,132 | 33,684,134 |
Weighted- Average Exercise Price per Share | ||
Outstanding at beginning of period (usd per share) | $ 9.31 | |
Granted (usd per share) | 17.01 | |
Exercised (usd per share) | 4.05 | |
Cancelled/forfeited (usd per share) | 12.70 | |
Outstanding at end of period (usd per share) | 12.16 | $ 9.31 |
Weighted- Average Grant Date Fair Value per Share | ||
Outstanding at beginning of period (usd per share) | 4.91 | |
Granted (usd per share) | 9.33 | |
Exercised (usd per share) | 2.36 | |
Cancelled/forfeited (usd per share) | 7.58 | |
Outstanding at end of period (usd per share) | $ 6.59 | $ 4.91 |
Outstanding and Exercisable | ||
Number of Options, Exercisable (in shares) | 22,118,203 | |
Weighted- Average Exercise Price per Share, Exercisable (usd per share) | $ 7.86 | |
Weighted- Average Grant Date Fair Value per Share, Exercisable (usd per share) | $ 3.53 | |
Weighted- Average Remaining Contractual Term, Outstanding | 7 years 1 month | 7 years 9 months |
Weighted- Average Remaining Contractual Term, Exercisable | 5 years 9 months | |
Aggregate Intrinsic Value, Outstanding | $ 220,434 | $ 130,587 |
Aggregate Intrinsic Value, Exercisable | $ 179,459 | |
Vested and expected to vest | ||
Number of Options (in shares) | 28,705,512 | |
Weighted- Average Exercise Price per Share (usd per share) | $ 15.48 | |
Weighted- Average Grant Date Fair Value per Share | $ 8.95 | |
Weighted- Average Remaining Contractual Term | 8 years 2 months | |
Aggregate Intrinsic Value | $ 40,983 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumptions Used to Estimate the Fair Value of Options Granted (Details) - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.76% | 2.02% | 1.65% |
Expected term | 6 years 3 months 7 days | 6 years 2 months 16 days | 5 years 11 months 23 days |
Expected volatility | 63.00% | 63.00% | 68.00% |
Expected dividends | 0.00% | 0.00% | 0.00% |
Weighted average | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value per share (usd per share) | $ 9.33 | $ 7.96 | $ 3.82 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Common Stock and Common Stock Units Activity (Details) - $ / shares | Aug. 10, 2016 | Dec. 31, 2018 | Dec. 31, 2017 |
Restricted Common Stock | |||
Number of Shares/Units | |||
Outstanding, non-vested at beginning of period (in shares) | 1,081,205 | ||
Issued (in shares) | 7,241,077 | 0 | |
Vested (in shares) | (856,135) | ||
Cancelled/forfeited (in shares) | (26,473) | ||
Outstanding, non-vested at end of period (in shares) | 198,597 | 1,081,205 | |
Outstanding, non-vested at end of period (in shares) | 1,081,205 | 1,081,205 | |
Weighted-Average Grant Date per Share/Unit | |||
Outstanding, non-vested at beginning of period (usd per share) | $ 12.15 | ||
Issued (usd per share) | $ 12.15 | 0 | |
Vested (usd per share) | 12.15 | ||
Cancelled/forfeited (usd per share) | 12.15 | ||
Outstanding, non-vested at end of period (usd per share) | 12.15 | $ 12.15 | |
Outstanding, non-vested at end of period (usd per share) | $ 12.15 | $ 12.15 | |
Restricted Common Stock Units | |||
Number of Shares/Units | |||
Outstanding, non-vested at beginning of period (in shares) | 458,715 | ||
Issued (in shares) | 0 | ||
Vested (in shares) | (401,371) | ||
Cancelled/forfeited (in shares) | 0 | ||
Pending settlement (in shares) | 401,371 | ||
Outstanding, non-vested at end of period (in shares) | 458,715 | ||
Outstanding, non-vested at end of period (in shares) | 458,715 | 458,715 | |
Weighted-Average Grant Date per Share/Unit | |||
Outstanding, non-vested at beginning of period (usd per share) | $ 11.93 | ||
Issued (usd per share) | 0 | ||
Vested (usd per share) | 11.93 | ||
Cancelled/forfeited (usd per share) | 0 | ||
Pending settlement (usd per share) | 11.93 | ||
Outstanding, non-vested at end of period (usd per share) | $ 0 | ||
Outstanding, non-vested at end of period (usd per share) | $ 0 | $ 11.93 | |
Settlement period after consummation of IPO | 360 days |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 72,565 | $ 40,055 | $ 39,360 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 37,659 | 21,679 | 20,687 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 34,906 | 18,376 | 18,673 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 63,288 | 31,724 | 23,607 |
Restricted common stock and units | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 9,277 | 8,331 | 11,370 |
Common | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 0 | $ 0 | $ 4,383 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Percent of match | 50.00% | ||
Percent contributed by participant | 6.00% | ||
Total matching contributions | $ 2.1 | $ 2.1 | $ 1.2 |
Income Taxes - Loss Before Prov
Income Taxes - Loss Before Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (380,473) | $ (247,784) | $ (211,786) |
Foreign | (3,935) | (8,212) | (3,382) |
Loss before provision for (benefit from) income taxes | $ (384,408) | $ (255,996) | $ (215,168) |
Income Taxes - Provision For (B
Income Taxes - Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ (26) | $ (252) | $ 704 |
State | 352 | 172 | 51 |
Total current | 326 | (80) | 755 |
Deferred: | |||
Federal | 0 | 0 | 288 |
Total deferred | 0 | 0 | 288 |
Total income tax provision for (benefit from) income taxes | $ 326 | $ (80) | $ 1,043 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of U.S. Statutory Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Tax effected at statutory rate | 21.00% | 34.00% | 34.00% |
State taxes, net of federal benefit | 6.30% | 8.50% | 5.10% |
Non-deductible items | 0.00% | (1.30%) | (3.00%) |
Change in valuation allowance | (28.50%) | (20.40%) | (40.20%) |
Federal research and development credits | 1.50% | 4.80% | 4.30% |
Foreign tax rate differential | (0.20%) | (1.10%) | (0.50%) |
Impact of federal rate change on net deferred taxes | 0.00% | (25.00%) | 0.00% |
Other | (0.20%) | 0.50% | (0.20%) |
Effective tax rate | (0.10%) | 0.00% | (0.50%) |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Deferred Tax Assets and Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 114,932 | $ 100,372 |
Stock-based compensation | 33,138 | 15,637 |
Capitalized licenses, R&D and start-up costs | 22,143 | 18,732 |
Tax credit carry-forwards | 53,617 | 47,804 |
Accrued expenses | 16,443 | 16,490 |
Deferred revenue | 71,209 | 7,103 |
Lease financing obligation | 9,149 | 0 |
Other | 2,870 | 1,997 |
Total gross deferred tax assets | 323,501 | 208,135 |
Less: valuation allowance | (308,273) | (198,650) |
Total deferred tax assets, net of valuation allowance | 15,228 | 9,485 |
Deferred tax liabilities: | ||
Fixed assets | (15,228) | (9,485) |
Total deferred tax liabilities | (15,228) | (9,485) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Increase in valuation allowance | $ 109.6 | |
Reduction to deferred tax assets | $ 64.1 | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 426.6 | |
Net operating losses that begin to expire in 2030 | 380.5 | |
Net operating losses that will carry-forward indefinitely | 36.8 | |
Federal | Research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carry-forwards | 36.8 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating losses | 402 | |
Net operating losses that begin to expire in 2030 | 402 | |
State | Research and development | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carry-forwards | 18.8 | |
State | Investment tax credit | ||
Operating Loss Carryforwards [Line Items] | ||
Tax credit carry-forwards | $ 2.5 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the Beginning and Ending Amounts of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance as of beginning of period | $ 940 | $ 906 |
Decrease due to prior positions | (799) | (15) |
Increase due to current year tax positions | 0 | 49 |
Balance as of end of period | $ 141 | $ 940 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted Net Loss per Share Attributable to Common Stockholders (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 | |
Numerator: | |||||||||||
Net loss | $ (384,734) | $ (255,916) | $ (216,211) | ||||||||
Premium paid on repurchase of preferred stock | (4,127) | 0 | 0 | ||||||||
Accretion of redeemable convertible preferred units | 0 | 0 | (8,663) | ||||||||
Cumulative dividends on redeemable convertible preferred stock | (12,996) | (13,925) | (5,440) | ||||||||
Net loss attributable to common stockholders | $ (401,857) | $ (269,841) | $ (230,314) | ||||||||
Denominator: | |||||||||||
Weighted average common shares used in net loss per share attributable to common stockholders, basic and diluted | 81,114,183 | 64,497,544 | 60,747,426 | ||||||||
Net loss per share attributable to common stockholders, basic and diluted (usd per share) | $ (1.14) | $ (1.32) | $ (1.43) | $ (1.16) | $ (0.64) | $ (1.05) | $ (1.47) | $ (1.03) | $ (4.95) | $ (4.18) | $ (3.79) |
Net Loss per Share - Common Sto
Net Loss per Share - Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per 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] | |||
Anti-dilutive securities (in shares) | 51,478,444 | 240,375,353 | 233,841,103 |
Redeemable convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 0 | 205,151,299 | 205,151,299 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 50,821,132 | 33,684,134 | 25,691,663 |
Restricted common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 198,597 | 1,081,205 | 2,998,141 |
Restricted common stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities (in shares) | 458,715 | 458,715 | 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) | Aug. 10, 2016 | Feb. 28, 2018 | Feb. 15, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||||
Accounts receivable | $ 899,000 | $ 1,536,000 | ||||
Affiliated Entity | Covington | ||||||
Related Party Transaction [Line Items] | ||||||
Legal services | 200,000 | 200,000 | ||||
Outstanding accounts payable balances | 0 | 0 | $ 0 | |||
Equity Method Investee | AstraZeneca | ||||||
Related Party Transaction [Line Items] | ||||||
Payments received | 34,000,000 | 1,100,000 | $ 72,000,000 | |||
Accounts receivable | $ 900,000 | $ 1,500,000 | ||||
Series G Redeemable Convertible Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares of stock issued (in shares) | 55,666,004 | 55,666,004 | ||||
Price per share (usd per share) | $ 10.06 | $ 10.06 | ||||
Aggregate purchase price | $ 560,000,000 | $ 560,000,000 | ||||
Series F Redeemable Convertible Preferred Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Shares of stock issued (in shares) | 54,001,241 | |||||
Price per share (usd per share) | $ 8.78 | |||||
Aggregate purchase price | $ 474,100,000 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Redeemable Preferred Stock Issued to Related Parties (Details) - USD ($) $ in Thousands | Aug. 10, 2016 | Feb. 28, 2018 | Feb. 15, 2018 | Feb. 12, 2018 |
Series G Redeemable Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 55,666,004 | 55,666,004 | ||
Aggregate purchase price | $ 560,000 | $ 560,000 | ||
Series G Redeemable Convertible Preferred Stock | Affiliated Entity | OCHA LLC | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 50,000 | |||
Aggregate purchase price | $ 503 | |||
Series G Redeemable Convertible Preferred Stock | Affiliated Entity | VGE III Portfolio Ltd | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 279,160 | |||
Series G Redeemable Convertible Preferred Stock | Affiliated Entity | Viking Global Equities LP | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 148,974 | |||
Series G Redeemable Convertible Preferred Stock | Affiliated Entity | Viking Global Equities II LP | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 8,737 | |||
Series G Redeemable Convertible Preferred Stock | Affiliated Entity | Viking Global Opportunities Illiquid Investments Sub-Master LP | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 129,537 | |||
Series G Redeemable Convertible Preferred Stock | Affiliated Entity | Viking Long Fund Master Ltd | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 179,118 | |||
Series G Redeemable Convertible Preferred Stock | Investee | Viking Global Investors LP and affiiated entities | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 745,526 | |||
Aggregate purchase price | $ 7,500 | |||
Series F Redeemable Convertible Preferred Stock | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 54,001,241 | |||
Aggregate purchase price | $ 474,100 | |||
Series F Redeemable Convertible Preferred Stock | Affiliated Entity | Boston Biotech Ventures LLC | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 10,000 | |||
Aggregate purchase price | $ 88 | |||
Series F Redeemable Convertible Preferred Stock | Investee | Viking Global Investors LP and affiiated entities | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 5,694,760 | |||
Aggregate purchase price | $ 50,000 | |||
Series F Redeemable Convertible Preferred Stock | Investee | Viking Global Opportunities Illiquid Investments Sub-Master LP | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 5,694,760 | |||
Series F Redeemable Convertible Preferred Stock | Equity Method Investee | AstraZeneca and affiliated entities | ||||
Related Party Transaction [Line Items] | ||||
Shares of stock issued (in shares) | 15,945,330 | |||
Aggregate purchase price | $ 140,000 |
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 | $ 35,421 | $ 41,757 | $ 28,851 | $ 29,039 | $ 91,904 | $ 42,472 | $ 41,121 | $ 30,328 | $ 135,068 | $ 205,825 | $ 108,396 |
Total operating expenses | 188,452 | 127,575 | 125,866 | 106,441 | 133,732 | 110,343 | 135,315 | 95,791 | 548,334 | 475,181 | 332,167 |
Loss from operations | $ (153,031) | $ (85,818) | $ (97,015) | $ (77,402) | $ (41,828) | $ (67,871) | $ (94,194) | $ (65,463) | $ (413,266) | $ (269,356) | $ (223,771) |
Net loss per share attributable to common stockholders, basic and diluted (usd per share) | $ (1.14) | $ (1.32) | $ (1.43) | $ (1.16) | $ (0.64) | $ (1.05) | $ (1.47) | $ (1.03) | $ (4.95) | $ (4.18) | $ (3.79) |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Feb. 28, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||
Minimum lease payment, net of sub lease income | $ 211,769 | |
Subsequent Event | Norwood Leases | Office, laboratory, and light manufacturing space | ||
Subsequent Event [Line Items] | ||
Commencement period | 14 months | |
Minimum lease payment, net of sub lease income | $ 39,300 |