Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 12, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RCUS | ||
Entity Registrant Name | Arcus Biosciences, Inc. | ||
Entity Central Index Key | 0001724521 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-38419 | ||
Entity Tax Identification Number | 47-3898435 | ||
Entity Address, Address Line One | 3928 Point Eden Way | ||
Entity Address, City or Town | Hayward | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94545 | ||
City Area Code | 510 | ||
Local Phone Number | 694-6200 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | ||
Security Exchange Name | NYSE | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 71,061,867 | ||
Entity Public Float | $ 1,378,544,861 | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report. The Definitive Proxy Statement will be filed within 120 days of the Registrant’s fiscal year ended December 31, 2021. | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young, LLP | ||
Auditor Location | Redwood City, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 147,914 | $ 173,415 |
Short-term investments | 351,394 | 555,231 |
Receivable from collaboration partners ($744,535 and $943 from a related party) | 744,595 | 1,049 |
Accrued interest receivable | 2,227 | 649 |
Prepaid expenses and other current assets | 15,620 | 5,471 |
Total current assets | 1,261,750 | 735,815 |
Long-term investments | 181,990 | 6,440 |
Property and equipment, net | 32,455 | 10,807 |
Right-of-use assets | 104,968 | 12,781 |
Restricted cash | 3,005 | 203 |
Other long-term assets | 7,730 | 6,246 |
Total assets | 1,591,898 | 772,292 |
Current liabilities: | ||
Accounts payable | 10,261 | 15,682 |
Accrued research and development | 29,587 | 18,307 |
Other accrued liabilities | 24,181 | 9,543 |
Deferred revenue, current ($96,981 and $67,571 to a related party) | 102,003 | 74,571 |
Other current liabilities | 52 | 3,566 |
Total current liabilities | 166,084 | 121,669 |
Deferred revenue, noncurrent ($462,217 and $127,511 to a related party) | 462,217 | 132,533 |
Operating lease liabilities, noncurrent | 116,887 | 15,243 |
Other long-term liabilities | 5,260 | 543 |
Total liabilities | 750,448 | 269,988 |
Commitments (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized as of December 31, 2021 and 2020; no shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.0001 par value, 400,000,000 shares authorized as of December 31, 2021 and 2020; 70,781,736 and 65,114,685 shares issued and outstanding as of December 31, 2021 and 2020, respectively.Shares outstanding incudes 9,946 and 2020, respectively. Shares outstanding incudes 9,946 and 1,422,784 shares issued but subject to vesting as of December 31, 2021and 2020, respectively. | 7 | 6 |
Additional paid-in capital | 1,118,058 | 830,438 |
Accumulated deficit | (275,354) | (328,184) |
Accumulated other comprehensive income (loss) | (1,261) | 44 |
Total stockholders’ equity | 841,450 | 502,304 |
Total liabilities and stockholders’ equity | $ 1,591,898 | $ 772,292 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Related party, receivable from collaboration partners | $ 744,535 | $ 943 |
Related party, deferred revenue - current | 96,981 | 67,571 |
Related party, deferred revenue - noncurrent | $ 462,217 | $ 127,511 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 70,781,736 | 65,114,685 |
Common stock, shares outstanding | 70,781,736 | 65,114,685 |
Common stock, shares outstanding includes shares issued but subject to vesting | 9,946 | 1,422,784 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | |||
Total collaboration and license revenues | $ 382,882 | $ 77,517 | $ 15,000 |
Operating expenses: | |||
Research and development (($24,891), ($3,446) and $0 from a related party) | 256,348 | 159,348 | 78,481 |
General and administrative | 72,286 | 42,404 | 25,228 |
Total operating expenses | 328,634 | 201,752 | 103,709 |
Income (Loss) from operations | 54,248 | (124,235) | (88,709) |
Non-operating income (expense): | |||
Interest and other income, net | 657 | 1,377 | 5,201 |
Effective interest on liability for sale of future royalties | (260) | ||
Gain on deemed sale from equity method investee | 613 | ||
Share of loss from equity method investee | (613) | (1,202) | |
Total non-operating income, net | 397 | 1,377 | 3,999 |
Income (loss) before income taxes | 54,645 | (122,858) | (84,710) |
Income Tax expense | (1,815) | ||
Net Income (loss) | 52,830 | (122,858) | (84,710) |
Other comprehensive income (loss) | (1,305) | (20) | 171 |
Comprehensive income (loss) | $ 51,525 | $ (122,878) | $ (84,539) |
Net income (loss) per share, basic | $ 0.76 | $ (2.24) | $ (1.93) |
Weighted-average common shares used to compute basic net income (loss) per share | 69,345,490 | 54,787,118 | 43,825,991 |
Net income (loss) per share, diluted | $ 0.71 | $ (2.24) | $ (1.93) |
Weighted-average number of shares used to compute diluted net income (loss) per share | 73,966,267 | 54,787,118 | 43,825,991 |
License Revenue | |||
Revenues: | |||
Total collaboration and license revenues | $ 343,838 | $ 55,096 | $ 8,000 |
License and Development Services Revenue | |||
Revenues: | |||
Total collaboration and license revenues | 1,135 | ||
Other Collaboration Revenue | |||
Revenues: | |||
Total collaboration and license revenues | $ 37,909 | $ 22,421 | $ 7,000 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
License Revenue | |||
Revenue from related parties | $ 328,838 | $ 55,096 | $ 0 |
License and Development Services Revenue | |||
Revenue from related parties | 1,135 | ||
Other Collaboration Revenue | |||
Revenue from related parties | 30,909 | 15,421 | 0 |
Research and Development | |||
Reimbursement from related party for shared costs | $ (24,891) | $ (3,446) | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Purchase AgreementGilead | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common StockPurchase AgreementGilead | Additional Paid-In Capital | Additional Paid-In CapitalPurchase AgreementGilead | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) |
Balance at Dec. 31, 2018 | $ 234,942 | $ 4 | $ 357,873 | $ (122,828) | $ (107) | |||||
Balance (ASC 606) at Dec. 31, 2018 | $ 2,212 | $ 2,212 | ||||||||
Balance, shares at Dec. 31, 2018 | 43,610,823 | |||||||||
Issuance of common stock upon exercise of stock options | 188 | 188 | ||||||||
Issuance of common stock upon exercise of stock options, shares | 34,780 | |||||||||
Vesting of early exercised stock options and restricted stock | 1,029 | 1,029 | ||||||||
Vesting of early exercised stock options and restricted stock, shares | 417,883 | |||||||||
Issuance of common stock under Employee Stock Purchase Plan | 1,029 | 1,029 | ||||||||
Issuance of common stock under Employee Stock Purchase Plan, shares | 148,709 | |||||||||
Stock-based compensation | 8,981 | 8,981 | ||||||||
Other comprehensive income (loss) | 171 | 171 | ||||||||
Net income (loss) | (84,710) | (84,710) | ||||||||
Balance at Dec. 31, 2019 | 163,842 | $ 4 | 369,100 | (205,326) | 64 | |||||
Balance, shares at Dec. 31, 2019 | 44,212,195 | |||||||||
Issuance of common stock | 326,246 | $ 107,468 | $ 2 | 326,244 | $ 107,468 | |||||
Issuance of common stock, shares | 5,963,029 | 12,650,000 | 5,963,029 | |||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock | 3,366 | 3,366 | ||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, shares | 405,752 | |||||||||
Vesting of early exercised stock options | 848 | 848 | ||||||||
Vesting of early exercised stock options, shares | 258,824 | |||||||||
Issuance of common stock under Employee Stock Purchase Plan | 1,587 | 1,587 | ||||||||
Issuance of common stock under Employee Stock Purchase Plan, shares | 202,101 | |||||||||
Stock-based compensation | 21,825 | 21,825 | ||||||||
Other comprehensive income (loss) | (20) | (20) | ||||||||
Net income (loss) | (122,858) | (122,858) | ||||||||
Balance at Dec. 31, 2020 | $ 502,304 | $ 6 | 830,438 | (328,184) | 44 | |||||
Balance, shares at Dec. 31, 2020 | 65,114,685 | 63,691,901 | ||||||||
Issuance of common stock | $ 220,296 | $ 1 | $ 220,295 | |||||||
Issuance of common stock, shares | 5,650,000 | |||||||||
Issuance of common stock upon exercise of stock options, shares | 680,755 | |||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock | $ 9,089 | 9,089 | ||||||||
Issuance of common stock upon exercise of stock options and vesting of restricted stock, shares | 1,045,423 | |||||||||
Vesting of early exercised stock options | 686 | 686 | ||||||||
Vesting of early exercised stock options, shares | 153,877 | |||||||||
Issuance of common stock under Employee Stock Purchase Plan | 3,022 | 3,022 | ||||||||
Issuance of common stock under Employee Stock Purchase Plan, shares | 230,589 | |||||||||
Stock-based compensation | 54,528 | 54,528 | ||||||||
Other comprehensive income (loss) | (1,305) | (1,305) | ||||||||
Net income (loss) | 52,830 | 52,830 | ||||||||
Balance at Dec. 31, 2021 | $ 841,450 | $ 7 | $ 1,118,058 | $ (275,354) | $ (1,261) | |||||
Balance, shares at Dec. 31, 2021 | 70,781,736 | 70,771,790 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Offering costs | $ 21,629 | |
Issuance of common stock | 326,246 | |
Offering cost from related party | $ 3,762 | |
IPO | ||
Issuance of common stock, shares | 2,200,000 | |
Issuance of common stock | $ 56,738 | |
Purchase Agreement | Gilead | ||
Offering costs | $ 55 | $ 1,931 |
Issuance of common stock, shares | 5,963,029 | |
Issuance of common stock | $ 220,296 | $ 107,468 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities | |||
Net income (loss) | $ 52,830 | $ (122,858) | $ (84,710) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 54,528 | 21,825 | 8,981 |
Depreciation and amortization | 3,843 | 3,149 | 3,578 |
Noncash lease expense | 3,214 | 1,042 | |
Share of loss from equity method investee, net | 613 | 1,202 | |
Amortization of premiums on investments | 4,772 | (46) | (2,638) |
Effective interest on liability for sale of future royalties | 260 | ||
Changes in operating assets and liabilities: | |||
Receivable from collaboration partners (($17,092), ($943) and $0 from a related party) | (17,046) | (917) | (132) |
Amounts owed by PACT Pharma | 83 | ||
Prepaid expenses and other current assets | (5,944) | (838) | (1,982) |
Other long-term assets | 3,322 | (5,374) | (588) |
Accounts payable | (4,773) | 9,272 | 1,726 |
Accrued research and development | 8,355 | 13,735 | 1,756 |
Other accrued liabilities | 10,138 | 4,593 | 1,743 |
Other current liabilities | 57 | ||
Deferred revenue (($360,884), $195,082 and $0 to a related party) | (367,884) | 188,082 | (2,000) |
Operating lease liabilities | (1,288) | (993) | |
Deferred rent | (538) | ||
Other long-term liabilities | (498) | 498 | |
Net cash provided by (used in) operating activities | (256,171) | 111,170 | (73,462) |
Cash flow from investing activities | |||
Purchases of short-term and long-term investments | (718,865) | (739,658) | (247,755) |
Proceeds from maturities of short-term and long-term investments | 690,074 | 307,343 | 308,892 |
Sales of short-term and long-term investments | 51,001 | 1,003 | |
Purchases of property and equipment | (26,078) | (3,055) | (1,925) |
Net cash provided by (used in) investing activities | (3,868) | (434,367) | 59,212 |
Cash flow from financing activities | |||
Proceeds from issuance of common stock and rights to purchase additional shares ($220,235, $164,207 and $0 from a related party) | 220,235 | 433,776 | |
Proceeds from sale of future royalties | 5,000 | ||
Proceeds from issuance of common stock pursuant to equity award plans | 12,111 | 4,953 | 1,217 |
Repurchase of unvested shares of stock | (6) | (54) | (94) |
Net cash provided by financing activities | 237,340 | 438,675 | 1,123 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (22,699) | 115,478 | (13,127) |
Cash, cash equivalents and restricted cash at beginning of period | 173,618 | 58,140 | 71,267 |
Cash, cash equivalents and restricted cash at end of period | 150,919 | 173,618 | 58,140 |
Non-cash investing and financing activities: | |||
Unpaid portion of property and equipment purchases included in accounts payable and accrued liabilities | 996 | 1,583 | 12 |
Unpaid portion of other assets included in accrued research and development | 1,425 | ||
Vesting of early exercised stock options and restricted stock | $ 686 | 848 | $ 1,029 |
Unpaid Portion of Financing Costs Included in Accounts Payable | $ 61 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Receivable from related party | $ (17,092) | $ (943) | $ 0 |
Deferred revenue from related party | (360,884) | 195,082 | 0 |
Proceeds from issuance of common stock and rights to purchase additional shares from a related party | $ 220,235 | $ 164,207 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1. Organization Description of Business Arcus Biosciences, Inc. (the Company) is a clinical-stage biopharmaceutical company focused on creating best-in-class cancer therapies. Using its robust and highly efficient drug discovery capability, the Company has now advanced six investigational products into clinical development, with its most advanced molecule, an anti-TIGIT antibody, now in two Phase 3 registrational studies. The Company’s deep portfolio of novel small molecules and enabling antibodies allows it to create highly differentiated combination therapies, which the Company is developing to treat multiple large tumor types including lung, colorectal, prostate and pancreatic cancers. The Company expects its clinical-stage portfolio to continue to expand and to include molecules targeting both immuno-oncology and cancer cell-intrinsic pathways. The Company’s vision is to create, develop and commercialize highly differentiated combination cancer therapies that have a meaningful impact on patients. The Company currently has six investigational products in clinical development: domvanalimab (previously referred to as AB154), etrumadenant (previously referred to as AB928), quemliclustat (previously referred to as AB680), and zimberelimab (previously referred to as AB122), AB308 and AB521. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Prior year amounts on our consolidated balance sheets related to long-term contract liabilities under the Gilead contract have been reclassed to deferred revenues to conform to the current year presentation. Principles of Consolidation The accompanying consolidated financial statements are comprised of Arcus Biosciences, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. Estimates were used to determine the standalone selling price of performance obligations and the timing of revenue recognition, the value of stock-based awards and other issuances, accruals for research and development costs, useful lives of long-lived assets, uncertain tax positions, and valuation allowance for deferred tax assets. Actual results could differ materially from the Company’s estimates. Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of clinical trial results and achievement of milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s product candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s investigational products require approval from the U.S. Food and Drug Administration (FDA) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any investigational products will receive the necessary approvals. If the Company does not obtain regulatory approval and does not successfully commercialize any of its investigational products, it would have a materially adverse impact on the Company. Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing cancer therapies. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America. Cash Equivalents and Investments Cash equivalents consist of marketable securities having an original maturity of three months or less at the time of purchase. Short-term investments have maturities of greater than three months and up to 12 months at the time of purchase. Long-term investments have maturities greater than 12 months at the time of purchase. Collectively, cash equivalents, short-term and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded in accumulated other comprehensive loss. Realized gains and losses are included in interest and other income, net in the consolidated statements of operations and comprehensive loss. The basis on which the cost of a security sold or amount reclassified out of accumulated other comprehensive income into earnings is determined using the specific identification method. Reconciliation of Cash, Cash Equivalents, and Restricted Cash as Reported in Consolidated Statements of Cash Flows Restricted cash at December 31, 2021 and 2020 represents cash balances held as security in connection with the Company’s facility lease agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the total shown in the consolidated statements of cash flows (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $ 147,914 $ 173,415 Restricted cash 3,005 203 Cash, cash equivalents and restricted cash $ 150,919 $ 173,618 Fair Value Measurements Fair v alue accounting is applied for all financial assets and liabilities, including short-term and long-term investments, and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including receivable from a related party, accounts payable, accrued expenses, other current liabilities and the liability for sale of future royalties approximate fair value due to their short-term maturi ties. Concentration of Credit Risk C ash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, treasury bills and notes, government bonds, commercial paper and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments . Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from one to five years . Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. Impairment of Long-Lived Assets Th e Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company did no t recognize any impairment charges for the years ended December 31, 2021, 2020 and 2 019. Collaborative Arrangements and Contracts with Customers The Company assesses whether its collaboration agreements are subject to Accounting Standards Codification (ASC) Topic 808, Collaborative Arrangements (ASC 808) based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company applies the unit of account guidance under ASC Topic 606, Revenue from Contracts with Customers (ASC 606), to identify distinct performance obligations, and then determine whether a customer relationship exists for each distinct performance obligation. If the Company determines a performance obligation within the arrangement is with a customer, it applies the guidance in ASC 606. If a portion of a distinct bundle of goods or services within an arrangement is not with a customer, then the unit of account is not within the scope of ASC 606, and the recognition and measurement of that unit of account shall be based on analogy to authoritative accounting literature or, if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election. The Company recognizes revenue when its customer obtains control of promised goods or services in a contract for an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts with customers, the Company 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 Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. As part of the accounting for contracts with customers, the Company must develop assumptions that require judgment to determine the standalone selling price of each performance obligation identified in the contract. The Company then allocates the total transaction price to each performance obligation based on their estimated standalone selling prices. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The accounting for these arrangements requires the Company to develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation. These estimates may include items such as forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time, and measures the services delivered to the customer. The effect of any change made to an estimated input and, therefore, a change to revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration such as milestone payments must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. The Company enters into collaborative arrangements that typically include one of more of the following: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; (iv) fees attributable to options to intellectual property; and (v) cost-sharing or research and development (R&D) funding arrangements. When a portion of non‑refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied. Fees attributable to options are deferred until the option expires or is exercised. The Company classifies contract liabilities, including deferred revenue, as current when it expects to satisfy its performance obligations within one year, and noncurrent when the Company expects to satisfy those performance obligations in greater than one year. Upfront Payments and License Fees When an option is exercised, the performance obligations associated with the option are identified, which will determine the accounting for the transaction price attributable to the option. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments and Variable Consideration At the inception of each arrangement that includes milestone payments or variable consideration, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated value is included in the transaction price. Milestone payments that are not within the control of the Company or the Company’s collaboration partner, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaborative arrangements. Cost-Sharing Arrangements Under certain collaborative arrangements, the Company is reimbursed for a portion of the research and development expenses, including costs of drug supplies. When these R&D expenses are incurred under a reimbursement or cost sharing model with a collaboration partner, the Company records the related reimbursements as a reduction of R&D expense in its consolidated statements of operations. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and development employees, costs incurred to third-party service providers for the conduct of research, preclinical and clinical studies, laboratory supplies and equipment maintenance costs, consulting and other related expenses. Also included are payments we make under license and collaborative arrangements, including up-front and milestone payments, license and option fees and expense reimbursements to collaboration partners, as well as non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. We recognize reimbursement for shared costs incurred by us and reimbursed by our partners as a reduction in research and development expense. The Company estimates research, preclinical and clinical service organizations, based on services performed, pursuant to contracts with third-party research and development organizations that conduct and manage research, preclinical and clinical activities on its behalf. Most of the Company’s clinical studies are performed by third-party contract research organizations (CROs), and as a result clinical study costs are a significant component of research and development expenses. The Company estimates these expenses based on discussions with internal management personnel and external service providers as to the progress or stage of completion of services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments associated with licensing agreements to acquire licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternative future use are expensed as incurred. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. Leases and Rent Expense As of December 31, 2021, the Company's corporate headquarters, which includes executive offices and research and development and business operations, consist of approximately 136,293 square feet of leased office and laboratory space in an office park in Hayward, California. The Company also leases approximately 109,237 square feet of office space in Brisbane, California. The lease terms for both facilities expire in 2031 , subject to options for the Company to extend the lease term. Prior to January 1, 2020, the Company recognized related rent expense on a straight-line basis over the term of the lease. Incentives granted under the Company’s facilities lease, including allowances for leasehold improvements and rent holidays, were recognized as reductions to rental expense on a straight-line basis over the term of the lease. Deferred rent consisted of the difference between cash payments and the rent expense recognized. S ubsequent to the adoption of the new leasing standard on January 1, 2020, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease to have commenced when the lessor has made the underlying asset available for use, a determination made after considering whether the asset is complete and whether the Company has the right to enter the property, among other factors. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. Operating leases are included in operating lease right-of-use assets, other accrued liabilities, and operating lease liabilities, noncurrent in the Company's consolidated balance sheet at December 31, 2021 and 2020. The Company elected to not apply the recognition requirements of the new leasing standard to short-term leases with terms of 12 months or less which do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For short-term leases, lease payments are recognized as operating expenses on a straight-line basis over the lease term. Stock-Based Compensation The Company accounts for stock-based compensation arrangements in accordance with ASC 718, Stock Compensation. Stock-based awards granted include stock options and restricted stock units (RSUs). Accounting standards require the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the Company’s common stock price as well as other variables including, but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. Compensation expense associated with restricted stock units is based on the fair value of common stock on the date of the grant. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. Non-employee stock-based compensation expense was not material for all periods presented. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. Income Taxes The Company provides for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest income, net, as necessary. On March 18, 2020, the Families First Coronavirus Response act (FFCR Act), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax-related provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020 California State Assembly Bill 85 (the Trailer Bill) was enacted which suspended the use of California net operating loss (NOL) deductions and limited the use of certain tax credits, including research and development tax credits, for the 2020 and 2021 tax years. The FFCR Act, CARES Act and Trailer Bill did no t have a material impact on the Company’s consolidated financial statements as of December 31, 2021; however, the Company continues to examine the impac t s the FFCR Act, CARES Act and Trailer Bill may have on its business, results of operations, financial condition and liquidity. Comprehensive Income (Loss) C omprehensive income (loss) includes net income (loss) and net unrealized income and losses on available-for-sale securities, which are presented in a single continuous statement. Other comprehensive income (loss) is also disclosed in the consolidated balance sheets and statements of stockholders’ equity in accumulated other comprehensive income (loss), and is stated net of related tax effects, if any. Net Income (Loss) per Share B asic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. The Company excludes the weighted-average shares subject to repurchase from its calculation of weighted average of common shares outstanding. For purposes of the diluted net income (loss) per share calculation, outstanding common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2020 and 2019, and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for those periods. Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), Leases (ASU 2016-02). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-10 , Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which offers a practical expedient for transitioning at the adoption date. The Company adopted this standard on January 1, 2020 using the modified retrospective approach and elected the package of practical expedients permitted under transition guidance, which allowed the Company to carry forward its historical assessments of: 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. The Company did not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The Company elected the post-transition practical expedient to not separate lease components from nonlease components for all existing lease classes. The Company also elected a policy of not recording leases on its consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The adoption of this standard resulted in the recognition of a right-of-use (ROU) asset of $ 5.8 million and lease liabilities of $ 10.1 million, comprised of $ 1.2 million and $ 8.9 million of current and noncurrent liabilities, respectively. The adoption also resulted in the derecognition of the deferred rent balance of $ 4.3 million as of January 1, 2020. The adoption of the standard had no impact on the Company’s consolidated statements of operations and comprehensive loss or to its cash flows from or used in operating, financing, or investing activities on its consolidated statements of cash flows. No cumulative-effect adjustment within accumulated deficit was required to be recorded as a result of adopting this standard. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements Financial assets and liabilities are recorded at fair value. The accounting guidance for fair value provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2—Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. During the periods presented, the Company has not changed the manner in which it values assets and liabilities that are measured at fair value. The Company recognizes transfers between levels of the fair value hierarchy as of the end of the reporting period. There were no transfers within the hierarchy during the years ended December 31, 2021 and 2020. The following tables set forth the Company’s financial instruments (excluding restricted cash) that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 147,914 $ 147,914 $ - $ - U.S. treasury securities 112,170 - 112,170 - Corporate securities and commercial paper 421,214 - 421,214 - Total assets measured at fair value $ 681,298 $ 147,914 $ 533,384 $ - December 31, 2020 Total Level 1 Level 2 Level 3 Money market funds $ 146,468 $ 146,468 $ - $ - U.S. treasury securities 301,112 - 301,112 - U.S. Government agency obligations 25,001 - 25,001 Corporate securities and commercial paper 262,505 - 262,505 - Total assets measured at fair value $ 735,086 $ 146,468 $ 588,618 $ - As of December 31, 2021, the fair value of the liability for sale of future royalties is based on the Company's current estimates of future contingent milestones and royalties expected to be paid to BVF over the term of the BVF Agreement. These estimates are considered Level 3 fair value inputs. See Note 7 for further discussion of the liability and related estimates. The Company's investments are classified as (with contractual maturities): Year Ended December 31, 2021 2020 Cash and cash equivalents $ 147,914 $ 173,415 Short-term investments (due within one year) 351,394 555,231 Long-term investments (due between one and three 181,990 6,440 $ 681,298 $ 735,086 All the Company's investments in marketable securities are classified as available-for-sale. At December 31, 2021 and 2020, the balance in the Company’s accumulated other comprehensive income (loss) related to the Company’s available-for-sale marketable securities. There were no realized gains recognized on the sale of available-for-sale marketable securities during the years ended December 31, 2021, 2020 and 2019 and as a result, the Company did no t reclassify any amounts out of accumulated other comprehensive income (loss) for the periods then ended. The Company has not recognized any allowances for credit losses given the nature of its receivables and investment portfolio and the immaterial amount of unrealized losses on available for sale securities. No credit related losses have been recognized for any of the periods presented. The fair value and amortized cost of investments in marketable securities by major security type as of December 31, 2021 and 2020 are presented in the tables that follow (in thousands): Amortized Unrealized Unrealized Fair As of December 31, 2021: Money market funds $ 147,914 $ - $ - $ 147,914 U.S. treasury securities 112,473 1 ( 304 ) 112,170 Corporate securities and commercial paper 422,172 3 ( 961 ) 421,214 Total $ 682,559 $ 4 $ ( 1,265 ) $ 681,298 Amortized Unrealized Unrealized Fair As of December 31, 2020: Money market funds $ 146,468 $ - $ - $ 146,468 U.S. treasury securities 301,075 38 ( 1 ) 301,112 U.S. government agency obligations 24,997 4 - 25,001 Corporate securities and commercial paper 262,502 15 ( 12 ) 262,505 Total $ 735,042 $ 57 $ ( 13 ) $ 735,086 |
Consolidated Balance Sheet Comp
Consolidated Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Consolidated Balance Sheet Components | Note 4. Consolidated Balance Sheet Components Property and Equipment Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 2020 Scientific equipment $ 13,856 $ 9,902 Furniture and equipment 1,919 1,521 Capitalized software 539 225 Leasehold improvements 32,171 11,111 Construction in progress 1,698 2,336 Total 50,183 25,095 Less: Accumulated depreciation and amortization ( 17,728 ) ( 14,288 ) Property and equipment, net $ 32,455 $ 10,807 Other Accrued Liabilities Other accrued liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Accrued personnel expenses 16,648 8,632 Professional fees 4,938 295 Income taxes payable 1,815 - Other 780 616 Total other accrued liabilities $ 24,181 $ 9,543 |
Equity Investment in PACT Pharm
Equity Investment in PACT Pharma | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investment [Abstract] | |
Equity Investment in PACT Pharma | Note 5: Equity Investment in PACT Pharma The Company owns approximately 3.6 million shares of common stock, 1.0 million shares of Series A preferred stock, and warrants to purchase additional stock of PACT Pharma, Inc. (PACT Pharma), a privately-held clinical-stage biopharmaceutical company. This interest in PACT Pharma is accounted for as an equity method investment, and as a result the Company records its share of PACT Pharma’s operating results in interest and other income, net, in its consolidated statements of operations and comprehensive income (loss). The investment balance was zero at December 31, 2021 and 2020 and the Company is not required to record losses beyond the carrying amount of the investment as it has no obligation to provide further cash financing to PACT Pharma. The investment and related warrants had an immaterial impact on the consolidated financial statements, for each of the years ended December 31, 2021, 2020 and 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 6. Leases The Company leases its corporate headquarters, which includes approximately 136,293 square feet of executive offices and research and development and business operations, in an office park in Hayward, California under a non-cancelable operating lease with terms that expire in 2031 . The Company also leases space in Brisbane, California under a non-cancelable operating lease that expires in 2031 . Both leases are subject to options by the Company to extend the lease terms. In April 2021, the Company amended the non-cancelable operating lease for its corporate headquarters, which includes approximately 136,293 square feet of executive offices and research and development and business operations, in an office park in Hayward, California. The amended lease added 14,460 square feet of additional space in a new lease expected to commence in 2022 , and extended the term of the existing leases through at least December 31, 2031 . Once the lease of additional space commences, the Company’s leased space in Hayward will total 150,753 square feet. Any extension periods defined under previous amendments were cancelled under the lease amendment and replaced by two options to extend the lease term for the entire 150,753 square feet then under lease in the Hayward premises for a period of eight years each. The Company's lease of its space in an office park in Brisbane, California commenced in November 2021 . Under this lease, the Company received 109,237 square feet of space in an office building in Brisbane, California. The lease granted the Company certain incentives such as a three-month rent abatement period, a tenant improvement allowance dedicated for the building's initial construction, and an additional tenant improvement allowance to be used at the Company's option. The Company utilized a portion of the additional tenant improvement allowance during the building's construction, which will be repaid with interest through adjustments to base rent during the lease term. The term of the lease will extend through December 31, 2031 . The Company has two options to extend the lease term for the space for a period of eight years each. At December 31, 2021 the Company’s lease portfolio had a weighted average remaining term of 10.0 years. The leases require monthly lease payments that are subject to annual increases throughout the lease term. The optional period has not been considered in the determination of the right-of-use assets or lease liabilities associated with this lease as the Company did not consider it reasonably certain it would exercise the option. The weighted average discount rate for the Company’s lease portfolio at December 31, 2021 was 5.1 % . Lease expense is included in operating expenses in the consolidated statements of operations and comprehensive income (loss). For the years ended December 31, 2021 and 2020, the Company incurred lease expense of $ 7.1 million and $ 2.7 million, respectively. Lease costs include variable rent expense, which consists primarily of the Company's proportionate share of operating expenses, property taxes, and insurance and is classified as lease expense due to the Company’s election to not separate lease and non-lease components. Short-term lease costs were $ 0.3 million and $ 0.2 million for the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the Company’s operating lease right-of-use asset totaled $ 105.0 million, and the operating lease liability totaled $ 113.6 million. The difference between the amount of the right-of-use asset and the lease liabilities relates to the incentives the Company received upon signing the original leases and its most recent amendment, of which approximately $ 8.4 million is expected to be received within one year and is recorded in prepaid expenses and other current assets, net of the $ 5.1 million short-term portion of the operating lease liability. The long term portion of the lease liability was $ 116.9 million at December 31, 2021 and is reported on the consolidated balance sheet as operating lease liability, noncurrent. Rent expense was $ 1.6 million for the year ended December 31, 2019. The following table summarizes supplemental cash flow disclosures and non-cash financing activities related to our operating leases (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in measurement of lease liabilities $ 4,890 $ 2,105 Cash received from tenant improvement allowances $ 2,967 $ - Right-of-use assets obtained in exchange for new operating lease liabilities $ 95,401 $ 8,019 Recognition of tenant improvement allowance receivable included in other current assets $ 10,598 $ 979 As of December 31, 2021, the Company’s future minimum lease payments were as follows (in thousands): Year Ending December 31, Operating Leases 2022 $ 11,198 2023 14,281 2024 14,759 2025 15,255 2026 15,769 Thereafter 87,236 Total undiscounted future minimum lease payments 158,498 Less: Imputed interest ( 36,562 ) Less: Tenant improvement allowance receivable ( 8,381 ) Total operating lease liabilities 113,555 Tenant improvement allowance expected to be received 3,332 Operating lease liabilities, noncurrent $ 116,887 Total undiscounted future minimum lease payments do not include approximately $ 5.3 million related to the Company’s lease of additional space lease in Hayward that has not yet commenced. This lease is expected to commence during 2022 with a lease term through at least December 31, 2031 . The Company has provided deposits for letters of credit totaling $ 3.0 million to secure its obligations under its lease, which have been classified as long-term assets on the Company’s consolidated balance sheet as of December 31, 2021. |
Liability for Sale of Future Ro
Liability for Sale of Future Royalties | 12 Months Ended |
Dec. 31, 2021 | |
Research and Development [Abstract] | |
Liability for Sale of Future Royalties | Note 7. Liability for Sale of Future Royalties In October 2021, the Company and BVF Partners L.P. (BVF) entered into an agreement (the BVF Agreement), under which BVF will fund the discovery and development of compounds for the treatment of inflammatory diseases (the Program) by providing the Company with $ 15 million in three non-refundable payments. Consistent with the terms of the Gilead Collaboration Agreement, Gilead has an option to the Program. The Company received $ 5 million from BVF in the fourth quarter of 2021 and an additional $ 5 million in the first quarter of 2022 . The Company expects to receive the third $ 5 million payment in 2022. In return, the Company is obligated to perform research and development activities in the Program, to make contingent payments upon the achievement of certain clinical and regulatory milestones of up to $ 72.5 million or $ 160.0 million depending on whether the program is solely developed by Arcus or as part of the collaboration with Gilead. The Company also must pay mid- to high-single digit royalties based on net sales of products generated by the Program. The agreement also provides BVF with the option to provide an additional $ 10 million in funding for the Program in exchange for an increase in the royalty rate. The Company accounts for the BVF Agreement as a liability primarily because it has significant continuing involvement in generating the cash flows due to BVF. If the Program achieves certain development and regulatory milestones and commercial sales, the Company will recognize the portion of milestone payments and royalties paid to BVF as a decrease to the accumulated liability with a corresponding reduction in cash. The carrying amount of the liability for sale of future royalties is based on management's estimate of the future contingent milestones and royalties to be paid to BVF over the life of the arrangement as discounted using an imputed rate of interest. The excess of future estimated contingent milestone and royalty payments over the $ 15 million of allocated proceeds is recognized as non-cash interest expense using the effective interest method. The balance associated with the liability was $ 5.3 million at December 31, 2021 and is reported on the consolidated balance sheets in other long-term liabilities. The imputed effective rate of interest on the unamortized portion of the liability was approximately 20.6 % as of December 31, 2021. The Company periodically reassess the amount and timing of expected payments. To the extent such payments are greater or less than the Company's initial estimates or the timing of such payments is materially different than those estimates, the Company will adjust the liability and the effective interest rate using a retrospective method, catch-up method, or prospective method, subject to an accounting policy election applied on a consistent basis. As of December 31, 2021, there have been no changes to the estimated effective interest rate. There are a number of factors that could materially affect the amount and timing of contingent milestone and royalty payments, most of which are not within the Company's control. The liability is recognized using significant unobservable inputs. These inputs are derived using internal management estimates, based in part on external data when available, and reflect management’s judgements and forecasts. The significant unobservable inputs include the forecasted revenues, the probability and timing of clinical and regulatory milestones, the expected term of the royalty stream, and the royalty rate as well as the overall probability of success. These estimates are considered Level 3 fair value inputs. A significant change in unobservable inputs could result in a material increase or decrease to the effective interest rate of the liability. Changes to the liability for sale of future royalties were as follows for the year ended December 31 (in thousands): 2021 Beginning balance, January 1 $ - Cash received from BVF 5,000 Interest accretion 260 Ending balance, December 31 $ 5,260 |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2021 | |
License And Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | Note 8. License and Collaboration Agreements The following table summarizes the revenues recognized from the Company’s collaboration agreements with Gilead Sciences, Inc. (Gilead) and Taiho Pharmaceutical Co., Ltd. (Taiho) (in thousands): Year Ended December 31, 2021 2020 2019 License revenue $ 343,838 $ 55,096 $ 8,000 License and development services revenue 1,135 - - Other collaboration revenue 37,909 22,421 7,000 Total collaboration and license revenues $ 382,882 $ 77,517 $ 15,000 The following table summarizes revenues by collaboration, category of revenue, and the method of recognition (in thousands): Year Ended December 31, Revenues recognized: Over time Point in time 2021 2020 2019 Gilead license to domvanalimab * $ 328,838 $ - $ - Gilead license to zimberelimab * - 55,096 - Development services for all Gilead programs * 1,135 - - Gilead access rights related to the * 30,909 15,421 - Taiho license to domvanalimab * 15,000 - - Taiho license to zimberelimab * - - 8,000 Taiho access rights * 7,000 7,000 7,000 Total collaboration and license revenues $ 382,882 $ 77,517 $ 15,000 The Company recognized the following revenue as a result of changes in the deferred revenue balance during the period below (in thousands): Year Ended December 31, Revenue recognized in the period from: 2021 2020 2019 Amounts included in deferred revenue $ 202,082 $ 7,000 $ 7,000 Performance obligations satisfied in a - - - Gilead Sciences, Inc. Summary In May 2020, the Company entered into an Option, License and Collaboration Agreement (Gilead Collaboration Agreement), Common Stock Purchase Agreement (the Stock Purchase Agreement), and Investor Rights Agreement, (collectively, the Gilead Agreements), each with Gilead Sciences, Inc. (Gilead). Upon closing in July 2020, Gilead made an upfront payment of $ 175 million pursuant to the Gilead Collaboration Agreement and made an equity investment of approximately $ 200 million in the Company by purchasing 5,963,029 shares of Arcus common stock at a per share price of $ 33.54 pursuant to the Stock Purchase Agreement. In November 2021, the Company and Gilead entered into an amendment to the Gilead Collaboration Agreement (the Amended Gilead Collaboration Agreement), under which Gilead exercised its options to three programs for a total option payment of $ 725 million that was received in January 2022. In connection with Gilead’s exercise of its options to the three programs, the parties agreed to (i) slightly reduce the royalties for these programs, such that Gilead will pay the Company tiered royalties as a percentage of revenues ranging from the mid-teens to the low twenties and (ii) remove the $ 100 million option continuation payment that was otherwise due on the second anniversary of the Gilead Collaboration Agreement. As of December 31, 2021, Gilead had obtained licenses to the following investigational products: zimberelimab (in 2020), domvanalimab, AB308, etrumadenant, and quemliclustat (the latter four in 2021). Pursuant to the terms of the Gilead Collaboration Agreement, as amended, Gilead obtained exclusive licenses to zimberelimab, domvanalimab, AB308, etrumadenant, and quemliclustat, and time-limited exclusive options to all of the Company’s current and future clinical programs during the 10 -year collaboration term and, for those programs that enter clinical development prior to the end of the collaboration term, for up to an additional three years thereafter. Gilead's option rights to future programs are contingent upon Gilead’s payments of up to $ 300 million in option continuation payments, consisting of a $ 100 million payment due at Gilead's option on each of the fourth, sixth, and eighth anniversaries of the agreemen t. Gilead's option, on a program-by-program basis, will expire after a prescribed period, following the achievement of a clinical development milestone in such program and the Company's delivery to Gilead of the requisite data package. Gilead may exercise its option to any program at any time prior to expiration of the option, and will pay the Company an option fee of $ 150 million per program. Gilead has exercised its option to all of the clinical programs in existence at the date of the 2020 agreement, and the Company may not exercise its opt-out rights for any of these programs. With respect to domvanalimab, the Company is also eligible to receive up to $ 500 million in potential U.S. regulatory approval milestones. Gilead was also granted option rights to two research programs for which the Company will lead discovery and early development activities. With respect to these two research programs, Gilead has the right to exercise its option, on a program-by-program basis, either (i) upon the Company's completion of certain IND-enabling activities for an option payment of $ 60 million or (ii) following the achievement of a clinical development milestone for an option payment of $ 150 million. These research programs were not determined to be performance obligations at contract inception, due to the very early stages of the programs and the amounts of the option payments. The Company’s assessment of the transaction price upon the signing of the Amended Gilead Collaboration Agreement included an analysis of amounts it expected to receive, which at contract inception consisted of the upfront cash payment of $ 725 million committed upon contract closing following expiration of the antitrust waiting period in December 2021, as well as amounts totaling $ 165.1 million deferred from the original Gilead transaction, which excludes the $ 100 million option continuation payment that would otherwise have been due on the second anniversary of the Gilead Collaboration Agreement. The Company considers the entire $ 890.1 million to be the allocable transaction price as of the amendment closing date, due to the Company's history of timely payments from Gilead and receipt of the full $ 725 million in January 2022 per the terms of the amendment. The Company determined that the Amended Gilead Collaboration Agreement represented a contract modification under the application of ASC 606. At the amendment closing date, the Company allocated the transaction price to the new and remaining performance obligations identified as follows: Amount Allocation of transaction price Deferred revenues as of 12/21/2021 $ 165,086 Option payment for Domvanalimab 275,000 Option payment for Etrumadenant 250,000 Option payment for Quemliclustat 200,000 Total transaction price allocated to performance obligations $ 890,086 Allocation to performance obligations Distinct Combined Amount Domvanalimab license * $ 328,838 Etrumadenant license and R&D activities * 218,722 Quemliclustat license and R&D activities * 175,618 Domvanalimab R&D activities * 34,528 Zimberelimab R&D and commercial services * 11,243 Access rights related to the Company's research * 84,076 Material rights to option continuation periods * 37,061 Total $ 890,086 Upon closing of Gilead’s exercise of its option to a program, the two companies will co-develop and equally share global development costs for the joint development program, subject to opt-out rights of the Company applicable to certain programs, and expense caps on the Company’s spending and related subsequent adjustments. For each optioned program, provided the Company has not exercised its opt-out rights (if applicable), the Company has an option to co-promote in the United States with equal sharing of related profits and losses. Gilead has the right to exclusively commercialize any optioned programs outside of the U.S., subject to the rights of the Company’s existing partners to any territories, and Gilead will pay to the Company tiered royalties as a percentage of revenues ranging from (i) the mid-teens to the low twenties for the three 2021 optioned programs, (ii) high single digits to low double digits for research programs if Gilead exercises its option rights at the IND stage, and (iii) the high teens to the low twenties for all other programs. Stock Purchase Agreement and Investor Rights Agreement Pursuant to the Stock Purchase Agreement, Gilead has the right, at its option, to purchase additional shares from the Company, up to a maximum of 35 % of the Company’s then-outstanding voting common stock, from time to time over five years from closing of the initial transaction, at a purchase price equal to the greater of a 20 % premium to market (based on a trailing five-day average closing price) at the time Gilead exercises such option, and the $ 33.54 initial purchase price. The Investor Rights Agreement also includes a three-year standstill and a two-year lockup and provides Gilead with registration rights commencing at the end of the lockup period, pro rata participation rights in certain future financings and the right to designate two individuals to be appointed to the Company’s Board of Directors. In the year ended December 31, 2020, Gilead made an equity investment of approximately $ 200 million in the Company by purchasing 5,963,029 shares of the Company's common stock at a per share price of $ 33.54 pursuant to the Stock Purchase Agreement. Of the $ 200 million equity investment, approximately $ 90.6 million was determined to be a premium on the purchase of common stock and allocated to the performance obligations created by the Gilead Collaboration Agreement. Gilead made an additional equity investment in the Company of approximately $ 56.7 million, net of offering costs, by purchasing 2,200,000 shares of its common stock at a per share price of $ 27.50 in the May 2020 public offering. In January 2021, the Company and Gilead entered into an Amended and Restated Common Stock Purchase Agreement, which amended and restated in its entirety the Common Stock Purchase Agreement, pursuant to which Gilead purchased from the Company 5,650,000 shares of its common stock at a purchase price of $ 39.00 per share, for a total of $ 220.3 million, net of offering costs. All other terms of the original Common Stock Purchase Agreement, including Gilead's option to purchase additional shares from the Company, up to a maximum ownership of 35 % of its then-outstanding common stock, remain unchanged. P ursuant to the Investor Rights Agreement, the Company appointed Gilead's two designees to the Company’s Board of Directors. Based on the value of the Company’s common stock at the contract closing, the right to purchase additional shares had no value. See Note 14 for further discussion of the agreements with Gilead. The Company evaluated the agreements with Gilead under ASC 808 and ASC 606 and determined that the licenses to zimberelimab and domvanalimab, and access rights related to the Company's research and development pipeline, were within the scope of ASC 606 because Gilead meets the definition of a customer with respect to those performance obligations. The Company accounted for each performance obligation as follows: Zimberelimab license Effective on the July 2020 closing of the Gilead Collaboration Agreement, Gilead obtained an exclusive license to zimberelimab. The standalone selling price of this license was determined using a discounted cash flow method. The Company recognized the full amount associated with this distinct performance obligation in license revenue on the date the transaction closed. Domvanalimab option and license Gilead obtained the right in the Gilead Collaboration Agreement to exercise an option for exclusive rights to the Company’s anti-TIGIT monoclonal antibody program, including domvanalimab and AB308, in exchange for an option payment of $ 275 million. Prior to the closing of the Amended Gilead Collaboration Agreement, the Company had $ 36.7 million of deferred revenue on its consolidated balance sheets related to this performance obligation. Effective on the December 2021 closing of the Amended Gilead Collaboration Agreement, Gilead obtained an exclusive license to domvanalimab. The standalone selling price of this license was determined using a discounted cash flow method. The Company further evaluated the delivery of the license, noting that the program was in later stages of development and it met the criteria for being distinct from the research and development services required under the Gilead Collaboration Agreement (as amended). As the license had been made available in the fourth quarter of 2021, the Company recognized the full $ 328.8 million of transaction price allocated to this performance obligation as license revenue in December 2021. Etrumadenant option, license and R&D activities Gilead obtained the right in the Gilead Collaboration Agreement to exercise an option for exclusive rights to the Company’s adenosine receptor program, etrumadenant, in exchange for an option payment of $ 250 million. Prior to the closing of the Amended Gilead Collaboration Agreement, the Company had $ 127.0 million of deferred revenue on its consolidated balance sheets related to this performance obligation. Effective on the December 2021 closing of the Amended Gilead Collaboration Agreement, Gilead obtained an exclusive license to etrumadenant. The standalone selling price of this license was determined using a discounted cash flow method. The Company further evaluated the delivery of the license, noting that it was combined with the research and development services required under the agreements due to the early stage of the technology and the specialized nature of the Company's know-how. The Company determined that it retains obligations to perform further development services for Gilead related to etrumadenant. The standalone selling price of this obligation was determined using an expected cost-plus margin approach. The Company will recognize the amounts allocated to the combined license and services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated full-time employee expense for the program. Due to the combined nature of the performance obligation, the Company determined that the revenue from the license would be recognized at the same rate and using the same input-driven methodology as the revenue from the research and development services. As performance of the R&D activities had not commenced, the Company recognized no license and development services revenue associated with this combined obligation in December 2021. At December 31, 2021, the Company had $ 218.7 million of deferred revenue remaining on its consolidated balance sheets related to this performance obligation, allocated between current and noncurrent based on the expected timing of future recognition. Quemliclustat option, license and R&D activities Gilead obtained the right in the Gilead Collaboration Agreement to exercise an option for exclusive rights to the Company's CD73 program, quemliclustat, in exchange for an option payment of $ 200 million. Prior to the closing of the Amended Gilead Collaboration Agreement, the Company had no deferred revenue on its consolidated balance sheets related to this performance obligation. The Company determined that it retains obligations to perform further development services for Gilead related to quemliclustat. The standalone selling price of this obligation was determined using an expected cost-plus margin approach. The Company will recognize the amounts allocated to these services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated full-time employee expense for the program. Effective on the December 2021 closing of the Amended Gilead Collaboration Agreement, Gilead obtained an exclusive license to quemliclustat. The standalone selling price of this license was determined using a discounted cash flow method. The Company further evaluated the delivery of the license, noting that it was combined with the research and development services required under the agreements due to the expertise and the know-how developed by the Company. Due to the combined nature of the performance obligation, the Company determined that the revenue from the license would be recognized at the same rate and using the same input-driven methodology as the revenue from the research and development services. As performance of the R&D activities had not commenced, the Company recognized no license and development services revenue associated with this obligation in December 2021. At December 31, 2021, the Company had $ 175.6 million of deferred revenue remaining on its consolidated balance sheets related to this performance obligation, allocated between current and noncurrent based on the expected timing of future recognition. R&D activities for domvanalimab The Company determined that it retains separate obligations to perform further development services for Gilead related to domvanalimab. The standalone selling price of this obligation was determined using an expected cost-plus margin approach. The Company will recognize the amounts allocated to these services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated full-time employee expense for the program. As performance of the R&D activities had not commenced, the Company recognized no license and development services revenue associated with these obligations in December 2021. At December 31, 2021, the Company had $ 34.5 million of deferred revenue remaining on its consolidated balance sheets related to this performance obligation, allocated between current and noncurrent based on the expected timing of future recognition. R&D and commercialization activities for zimberelimab monotherapy The Company determined that it retains an obligation to perform further development and commercialization services for Gilead related to zimberelimab monotherapy. Prior to the closing of the Amended Gilead Collaboration Agreement, the Company had $ 9.7 million deferred revenue on its consolidated balance sheets, related to the two performance obligations. The standalone selling price of this obligation was determined using an expected cost-plus margin approach. The Company will recognize the amounts allocated to these services as the performance obligation is satisfied, calculated as an estimated percentage of completion based on management's estimated full-time employee expense for the program. The Company determined that its performance of the R&D activities had commenced as of December 31, 2021 and accordingly the Company recognized $ 1.1 million in license and development services revenue associated with these obligations. At December 31, 2021, the Company had $ 10.1 million deferred revenue remaining on its consolidated balance sheets related to this performance obligation, allocated between current and noncurrent based on the expected timing of future recognition. Access rights related to the Company’s research and development pipeline and material rights to option continuation periods Gilead receives exclusive access to the Company’s current programs as well as the future programs for a period of ten years , contingent upon Gilead’s payment of $ 300 million, consisting of three $ 100 million option continuation payments due at Gilead’s option on each of the fourth, sixth, and eighth anniversaries of the agreement. The standalone selling price of this ongoing research and development pipeline access was determined using an expected cost-plus margin approach. The Company uses a time-elapsed input method to measure progress toward satisfying this obligation, which is the method the Company believes most faithfully depicts the Company’s performance in transferring the promised services during the time period in which Gilead has access to the Company’s research and development pipeline. Accordingly, the revenue allocated to the performance obligation is being recognized using this input method over the minimum four-year period. The Company determined that Gilead is not obligated to pay the remaining $ 300 million due over the remainder of the term. Failure to pay the non-obligatory option continuation payments will result in Gilead’s loss of certain rights to access and obtain licenses to the programs arising from the Company’s research and development pipeline. Prior to the closing of the Amended Gilead Collaboration Agreement, the Company had $ 91.7 million deferred revenue on its consolidated balance sheets related to this performance obligation. The Company recognized $ 30.9 million and $ 15.4 million in other collaboration revenues associated with these obligations in the years ended December 31, 2021 and 2020, respectively. At December 31, 2021, the Company had $ 120.2 million of deferred revenue on its consolidated balance sheets related to this performance obligation, classified between current and noncurrent based on the amortization of the revenue. Cost-sharing reimbursements The Company's research and development obligations under the Gilead Collaboration Agreement includes a 50/50 share of the joint development costs associated with optioned programs. Payments received from Gilead for their share of costs incurred will be recognized as a reduction of R&D expense. Payments made to Gilead for the Company's share of costs incurred will be recognized as an increase to R&D expense. The Company recognized reductions of R&D expense totaling $ 24.9 million and $ 3.4 million during the years ended December 31, 2021 and 2020, respectively, as a result of this cost-sharing provision. Capitalized costs to obtain contract The Company incurred $ 7.3 million in costs to obtain the contract in 2020, which consisted of consultant and legal fees that were directly connected to the successful completion of the Gilead Agreements. The Company determined that $ 1.9 million of these expenses were related to the Stock Purchase Agreement which were recognized as offering costs. The Company allocated the remaining costs between the various performance obligations, to be recognized when the underlying revenue is recognized. The Company incurred an additional $ 4.5 million in fees to a third party as part of entering into the Amended Gilead Collaboration Agreement in 2021. These fees were combined with the $ 3.8 million of capitalized fees that remained from the original agreement at the date of closing, and the total $ 8.3 million was allocated among the performance obligations identified under the Amended Gilead Collaboration Agreement and deferred or recognized accordingly. The Company recognized $ 3.8 million and $ 1.2 million in expense related to these capitalized costs during the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had $ 4.9 million in capitalized costs to obtain the contract, of which $ 0.9 million was recorded in prepaid expenses and other current assets and $ 4.0 million was recorded in other long-term assets. Taiho Pharmaceutical Co., Ltd In September 2017, the Company and Taiho entered into an option and license agreement (the Taiho Agreement) under which Taiho obtained exclusive options to Arcus programs arising over a five-year period ending September 2022 (the Option Period). If Taiho timely exercises its option, Taiho obtains exclusive development and commercialization rights to investigational products from such Arcus Program for Japan and certain other territories in Asia (excluding China) (the Taiho Territory). In consideration for the exclusive options and other rights contained in the Taiho Agreement, Taiho paid non-refundable, non-creditable cash payments to the Company totaling $ 35.0 million. For each option that Taiho elects to exercise, it will be obligated to make an option exercise payment of between $ 3.0 million to $ 15.0 million, depending on the development stage of the applicable Arcus Program for which the option is exercised. Upon exercise Taiho is solely responsible for continued development and commercialization in the Taiho Territory. In addition, the Taiho Agreement provides that the Company is eligible to receive additional clinical and regulatory milestones totaling up to $ 130.0 million per Arcus Program, and it will be eligible to receive contingent payments of up to $ 145.0 million per Arcus Program associated with the achievement of specified levels of Taiho net sales in the Taiho Territory. In addition, the Company will receive royalties ranging from high single-digits to mid-teens on net sales of licensed products in the Taiho Territory. Royalties will be payable on a licensed product-by-licensed product and country-by-country basis during the period of time commencing on the first commercial sale of a licensed product in a country and ending upon the later of: (a) ten (10) years from the date of first commercial sale of such licensed product in such country; and (b) expiration of the last-to-expire valid claim of the Company’s patents covering the manufacture, use or sale or exploitation of such licensed product in such country (the Royalty Term). The Company determined that the identified performance obligations for the Taiho Agreement, which include the combined performance obligation of the research and development services and the obligation to participate on the joint steering committee, are satisfied over time. The Company uses a time-elapsed input method to measure progress toward satisfying its performance obligation, which is the method the Company believes most faithfully depicts the Company’s performance in transferring the promised services during the time period in which Taiho has access to the Company’s research and development activities. Accordingly, the transaction price of $ 35 .0 million is being recognized in other collaboration revenues using this input method over the estimated performance period of five years . From the inception of the Taiho Agreement through December 31, 2021, Taiho has exercised its option t o the Company's adenosine receptor antagonist program (including etrumadenant), its anti-PD-1 program (including zimberelimab), and its anti-TIGIT program (including domvanalimab and AB308) for option payments totaling $ 26.0 million. The Taiho Agreement will remain in effect until the expiry of all royalty terms for the licensed products. As of December 31, 2021, no clinical or regulatory milestones had been achieved under the Taiho Agreement. As of December 31, 2021, no sales milestone or royalty revenue has been recognized. In November 2021, Taiho exercised its option under the Taiho Agreement to the Company's anti-TIGIT program, including domvanalimab and AB308, in exchange for a $ 15.0 million option exercise fee. In November 2019, Taiho exercised its option to the Company's anti-PD-1 antibody program, including zimberelimab, for a fee of $ 8.0 million. For each of these exercises, the Company identified one performance obligation comprised of the delivery of the license, which was recognized by the Company as license revenue during the years ended December 31, 2021 and 2019, respectively. Upon the option exercises, Taiho gained sole responsibility for the development and commercialization of the licensed products within the Taiho Territory. As of December 31, 2021, the Company recorded deferred revenue, current of $ 5.0 million on its consolidated balance sheet. As of December 31, 2020, the Company recorded deferred revenue, current and deferred revenue, noncurrent of $ 7.0 million and $ 5.0 million, respectively, on its consolidated balance sheet. WuXi Biologics License Agreements The Company entered into a license agreement (the WuXi PD-1 Agreement) with WuXi Biologics in August 2017, as subsequently amended, in which it obtained an exclusive license to develop, use, manufacture, and commercialize products including an anti-PD-1 antibody worldwide except for Greater China. From the inception of the WuXi PD-1 Agreement through December 31, 2021, the Company has made upfront and milestone payments of $ 41.0 million and incurred sub-license fees of $ 11.3 million. These milestone payments and sub-license fees were recorded as research and development expense, as the products had not reached technological feasibility and did not have alternative future use. During the years ended December 31, 2021, 2020 and 2019, the Company made milestone payments of $ 10.0 million, $ 5.0 million and $ 7.5 million, respectively, and incurred sub-license fees of zero , $ 10.1 million and $ 1.2 million, respectively, under the WuXi PD-1 Agreement. The WuXi PD-1 Agreement also provides for clinical and regulatory milestone payments, commercialization milestone payments of up to $ 375.0 million and tiered royalty payments to be made to WuXi Biologics that range from the high single-digits to low teens of net sales by the Company of licensed products. In December 2020, the Company entered into a separate license agreement (the WuXi CD39 Agreement) with WuXi Biologics to develop anti-CD39 antibodies. Under the agreement, the Company was granted exclusive worldwide rights to anti-CD39 antibodies discovered under the collaboration and will be responsible for the further development and commercialization of those antibodies. The WuXi CD39 Agreement provides for clinical and regulatory milestone payments totaling $ 16.5 million, and royalty payments in the low single digits of net sales by the Company of licensed products. From the inception of the WuXi CD39 Agreement through December 31, 2021, the Company paid $ 0.5 million in upfront payments which was recorded in research and development expense, as the products are still in research stage. The Company incurred no development milestone expense during the years ended December 31, 2021 and 2020. The Company incurred a $ 1.5 million development milestone in the first quarter of 2022. Abmuno License Agreement In December 2016, the Company entered into a license agreement (the Abmuno Agreement) with Abmuno Therapeutics LLC (Abmuno) in which it obtained a worldwide exclusive license to develop, use, manufacture, and commercialize products that include an anti-TIGIT antibody, including domvanalimab. Under the Abmuno Agreement, the Company has made upfront and milestone payments totaling $ 14.6 million as of December 31, 2021. The Abmuno Agreement also provides for additional clinical, regulatory and commercialization milestone remaining payments of up to $ 93.0 million as of December 31, 2021. The Company incurred $ 5.0 million, $ 3.0 million, and no development milestone expense for the years ended December 31, 2021, 2020, and 2019, respectively. AstraZeneca Agreement On October 29, 2020 the Company announced a collaboration with AstraZeneca to evaluate domvanalimab, the Company’s investigational anti-TIGIT antibody, in combination with AstraZeneca’s Imfinzi (durvalumab) in a registrational Phase 3 clinical trial in patients with unresectable Stage III non-small cell lung cancer (NSCLC), which study the parties refer to as PACIFIC-8. Under the terms of the agreement, each company will retain existing rights to their respective molecules and any future commercial economics. AstraZeneca will conduct the trial, and each company will supply its respective anti-cancer agent to support the trial. Under the terms of the agreement and subject to the parties’ approval of a final budget for the clinical trial, the Company may be obligated to reimburse AstraZeneca for a portion of the costs incurred. This PACIFIC-8 trial forms part of the Arcus and Gilead joint development program for domvanalimab and Arcus’s portion of the trial costs will be shared with Gilead. For the years ended December 31, 2021 and 2020, the Company incurred expenses pursuant to the AstraZeneca Agreement of $ 1.0 million and zero , respectively. Expenses from this co-development agreement are recorded within research and development expenses. Genentech Collaboration Agreement In December 2019, the Company and Genentech, through F. Hoffmann-La Roche Ltd (collectively, Genentech) entered into a Master Clinical Collaboration Agreement (the Genentech Agreement) pursuant to which the parties may conduct combination clinical studies involving Genentech’s monoclonal antibody, atezolizumab and the Company’s investigational products. Pursuant to the Genentech Agreement, the parties entered into Trial Supplements for the evaluation of etrumadenant and atezolizumab utilizing the MORPHEUS platform in two separate study indications: second and third line metastatic colorectal cancer and first line metastatic pancreatic cancer. The Company and Genentech will each supply their respective investigational products for use in the collaboration st |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9: Stockholders’ Equity The Company’s Certificate of Incorporation, as amended and restated, authorizes the Company to issue 410,000,000 shares of capital stock consisting of 400,000,000 shares common stock and 10,000,000 shares of preferred stock, both par value of $ 0.0001 . As of December 31, 2021 and 2020, the Company had no outstanding convertible preferred stock. In June 2020, pursuant to a shelf registration statement on Form S-3 that was filed in May 2020, the Company issued 12,650,000 shares of its common stock at $ 27.50 per share in an underwritten public offering. The total number of shares sold consisted of 11,000,000 base shares and an additional 1,650,000 shares sold pursuant to the underwriters’ option exercise. Net proceeds from the public offering were approximately $ 326.2 million after deducting underwriting discounts, commissions and other offering expenses. In July 2020, the Company closed the Gilead Collaboration Agreement, Common Stock Purchase Agreement, and the Investor Rights Agreement, each signed with Gilead in May 2020. Upon closing, Gilead made an equity investment of approximately $ 200 million in the Company by purchasing 5,963,029 shares of Arcus common stock at a per share price of $ 33.54 pursuant to the Stock Purchase Agreement. Of the $ 200 million equity investment, approximately $ 90.6 million was determined to be a premium on the purchase of common stock and allocated to the performance obligations created by the Gilead Collaboration Agreement. See Note 8 and Note 14 for further discussion of the agreements with Gilead. Net proceeds from Gilead’s equity investment were approximately $ 107.5 million after allocating the premium and deducting direct offering expenses of $ 1.9 million. In February 2021, the Company closed the Amended and Restated Common Stock Purchase Agreement with Gilead, pursuant to which Gilead made an equity investment of approximately $ 220.4 million in the Company by purchasing 5,650,000 shares of the Company's common stock at a price of $ 39.00 per share. |
Stock Plans and Stock-Based Com
Stock Plans and Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Plans and Stock-Based Compensation | Note 10: Stock Plans and Stock-Based Compensation Stock Plans The Company grants awards to employees and nonemployees under a series of equity incentive plans, (collectively, the Stock Plans). In May 2015, the Company adopted the 2015 Stock Plan, which was amended and restated in November 2015 (as amended from time to time, the 2015 Plan). The terms of the 2015 Plan permitted option holders to exercise stock options before they vest, subject to certain limitations. Such unvested shares are subject to repurchase by the Company at the original exercise price in the event the option holder’s service to the Company is terminated either voluntarily or involuntarily. As a result of early exercises under the 2015 Plan, approximately 9,946 shares and 165,133 shares had not vested and were subject to repurchase as of December 31, 2021 and 2020, respectively. The Company treats cash received from the exercise of unvested options as a refundable deposit and classifies such amounts as a liability in its consolidated balance sheets. As of December 31, 2021 and 2020, the Company included cash received for the early exercise of unvested options of $ 0.1 million and $ 0.7 million, respectively, allocated to other current liabilities. Amounts included in liabilities are transferred into common stock and additional paid-in capital as the shares vest, which is generally over a period of 48 months . In March 2018, the Company adopted the 2018 Equity Incentive Plan (2018 Plan), which replaced the 2015 Plan upon completion of the IPO. 3,570,000 shares were reserved under the 2018 Plan plus 709,558 shares remaining available for issuance under the Company’s 2015 Plan and outstanding awards under its 2015 Plan that subsequently expire, lapse unexercised or are forfeited to or repurchased by the Company. In addition, the number of shares reserved for issuance under the Company's 2018 Plan will automatically increase on January 1 of each year by a number equal to the smallest of (i) 3,570,000 shares, (ii) 4 % of the shares of common stock outstanding on the last business day of the prior fiscal year or (iii) the number of shares determined by the Company's board of directors. As of December 31, 2021, there were 2,226,271 shares available for grant under the 2018 plan. In accordance with the provisions of the 2018 Plan, the number of shares available for issuance under the Plan automatically increased by 2,831,269 shares on January 1, 2022. In January 2020, the Company’s Board of Directors adopted the 2020 Inducement Plan (2020 Plan), pursuant to which it reserved and authorized 3,000,000 shares of the Company’s common stock in order to award non-statutory stock options and other equity-based awards as a material inducement to eligible individuals to enter into employment with the Company. During the years ended December 31, 2021 and 2020, the Company’s Board of Directors authorized an increase of 5,000,000 shares and 1,000,000 shares, respectively, reserved for issuance under the 2020 Plan. As of December 31, 2021, 2,288,000 shares have been issued, and there were 3,743,219 shares available for grant under the 2020 Plan. The following table, which includes options granted under the Company’s Stock Plans, summarizes option activity: Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 9,892,697 $ 13.88 Options granted 3,758,769 $ 33.03 Options exercised ( 680,755 ) $ 13.68 Options forfeited or canceled ( 950,799 ) $ 19.08 Outstanding at December 31, 2021 12,019,912 $ 19.46 8.02 $ 253,620 Options vested and expected to vest as of December 31, 2021 12,019,912 $ 19.46 8.02 $ 253,620 Options exercisable as of December 31, 2021 5,158,246 $ 14.55 7.15 $ 133,742 T he weighted-average grant date fair value of the stock options granted was $ 22.05 per share for 2021, $ 11.57 per share for 2020, and $ 6.33 per share for 2019. During the years ended December 31, 2021, 2020 and 2019, the intrinsic value of shares exercised was $ 17.4 million, $ 6.8 million, and $ 0.2 million, respectively, and the fair value of shares vested during the same period was $ 52.4 million, $ 16.8 million, and $ 7.8 million, respectively. Restricted Stock Units The Company grants restricted stock units (RSUs) to its employees and directors under the 2018 Plan. The shares subject to the RSUs vest annually or quarterly over four years for employees and annually for directors. Total Restricted Stock Units Weighted Nonvested at December 31, 2020 738,650 $ 27.84 RSUs granted 932,362 34.05 RSUs vested ( 382,183 ) 31.60 RSUs forfeited or canceled ( 212,741 ) 26.06 Nonvested at December 31, 2021 1,076,088 $ 32.23 The weighted-average grant date fair value of the RSUs granted was $ 34.05 per share for 2021 and $ 27.77 per share for 2020. The total grant date fair value of shares vested during the same periods was $ 12.1 million and $ 0.1 million, respectively. There were no RSUs granted or vested during the year ended December 31, 2019. Employee Stock Purchase Plan In March 2018, the Company adopted the 2018 Employee Stock Purchase Plan (2018 ESPP). The 2018 ESPP provides eligible employees with the opportunity to purchase shares of common stock through payroll deductions at a price equal to 85 % of the lower of the fair market value per share on the first trading day of the applicable 24-month offering period or the fair market value per share on the applicable purchase date, provided that no more than 3,000 shares of common stock may be purchased by an employee on any purchase date. Also, the value of the shares purchased in any calendar year may not exceed $ 25,000 . The 2018 ESPP is intended to constitute an “employee stock purchase plan” under Section 423(b) of the Internal Revenue Code of 1986, as amended. The 2018 ESPP may be terminated by the Company’s board of directors at any time. A total of 714,000 shares of common stock were initially reserved for issuance under the 2018 ESPP, and the number of shares reserved for issuance under the 2018 ESPP will automatically increase on January 1 of each year beginning on January 1, 2019 by a number of shares equal to the least of (i) 1 % of the Company's outstanding shares of common stock on the last day of the prior fiscal year, (ii) 1,071,000 shares or (iii) a number of shares determined by the Company's board of directors. As of December 31, 2021, there were 1,610,979 shares available for purchase under the 2018 ESPP. In accordance with the provisions of the 2018 ESPP, the number of shares available for purchase under the Plan automatically increased by 707,817 shares on January 1, 2022. Non-employee stock-based compensation As of December 31, 2021, 2020 and 2019, 37,250 , 31,986 , and 372,774 , respectively, of vested stock options and 1,291 , 21,165 , and 308,596 , respectively, of unvested stock options were held by non-employees. The amount of stock-based compensation expense related to non-employees recognized in the consolidated financial statements for the years ended December 31, 2021, 2020 and 2019 was $ 0.2 million , $ 0.7 million and $ 0.9 million, respectively. Stock-based compensation expense The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2021, 2020 and 2019, and also the allocation within the consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 28,302 $ 11,195 $ 4,152 General and administrative 26,226 10,630 4,829 Total stock-based compensation $ 54,528 $ 21,825 $ 8,981 As of December 31, 2021, unrecognized employee and nonemployee compensation costs related to non-vested stock option awards and RSUs totaled $ 102.9 million and $31.6 million, respectively, and is expected to be recognized over a weighted average period of 2.5 years and 2.7 years, respectively. Valuation Assumptions Prior to the Company’s IPO, the fair value of the shares of common stock underlying stock-based awards was determined by the board of directors, with input from management. Because there was no public market for the Company’s common stock, the board of directors determined the fair value of the common stock on the grant-date of the stock-based award by considering a number of objective and subjective factors, including enterprise valuations of the Company’s common stock performed by an unrelated third-party specialist, valuations of comparable companies, sales of the Company’s convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of the Company’s capital stock, and general and industry-specific economic outlook. The board of directors intended all options granted to be exercisable at a price per share not less than the estimated per share fair value of common stock underlying those options on the date of grant. Following the Company’s IPO, the market traded price of the shares of common stock underlying the stock-based awards is the fair value of the Company's stock as reported on the New York Stock Exchange on the grant date. Company estimates the fair value of options and ESPP shares utilizing the Black-Scholes option pricing model, which is dependent upon several variables, such as expected term, volatility, risk-free interest rate, and expected dividends. Each of these inputs is subjective and generally requires significant judgment to determine. The following assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2021, 2020, and 2019: Stock Options Year Ended December 31, 2021 2020 2019 Risk-free interest rate 1.0 % - 1.4 % 0.4 % - 0.5 % 1.6 % - 2.3 % Expected term (in years) 6.02 6.02 6.02 Volatility 75.3 % - 77.6 % 76.5 % - 78.5 % 71.8 % - 74.6 % Dividend yield 0 % 0 % 0 % ESPP Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.0 % - 0.6 % 0.1 % - 0.2 % 1.6 % - 2.3 % Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Volatility 61.2 % - 95.7 % 66.6 % - 136.0 % 64.8 % - 77.1 % Dividend yield 0 % 0 % 0 % Expected Term — The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). Expected Volatility — Due to the Company’s limited operating history and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate — The risk-free rate assumption is based on the U.S. treasury yield in effect at the time of grant for instruments with maturities similar to the expected term of the Company’s stock options. Expected Dividend — The Company has not issued any dividends in its history and does not expect to issue dividends over the life of the options and therefore has estimated the dividend yield to be zero . |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note 11. Net Income (Loss) per Share Basic net income (loss) per share is calculated based on the weighted-average number of shares of the Company's common stock during the period. Diluted net income (loss) per share is calculated based on the weighted-average number of shares of the Company's common stock and other dilutive securities outstanding during the period. The potentially dilutive shares of the Company's common stock resulting from the assumed exercise of outstanding stock options and equivalents were determined under the treasury stock method. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 52,830 $ ( 122,858 ) $ ( 84,710 ) Denominator: Weighted-average common shares outstanding 70,328,234 56,354,059 45,385,489 Less: weighted-average common shares subject to ( 982,744 ) ( 1,566,941 ) ( 1,559,498 ) Weighted-average common shares used to compute 69,345,490 54,787,118 43,825,991 Dilutive effect of stock options 4,054,142 - - Dilutive effect of restricted stock units 566,635 - - Weighted-average common shares used to compute 73,966,267 54,787,118 43,825,991 Net income (loss) per share, basic $ 0.76 $ ( 2.24 ) $ ( 1.93 ) Net income (loss) per share, diluted $ 0.71 $ ( 2.24 ) $ ( 1.93 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: At December 31, 2021 2020 2019 Common stock options issued and outstanding 4,512,973 9,892,697 4,738,004 Restricted stock units issued - 738,650 - Unvested early exercised common stock options - 165,133 455,158 Employee Stock Purchase Plan shares 103,046 18,219 - Unvested restricted stock issued as part of collaboration agreement - 1,257,651 1,257,651 Total 4,616,019 12,072,350 6,450,813 The Company also excluded the effect of Gilead's right to purchase additional shares of the Company's common stock from its calculation as these rights had no intrinsic value at December 31, 2021. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Note 12: Provision for Income Taxes The Company's loss before provision for income taxes includes the following components (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 53,898 $ ( 123,318 ) $ ( 85,141 ) Foreign 747 460 431 Income (loss) before income tax $ 54,645 $ ( 122,858 ) $ ( 84,710 ) The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Federal $ 1,252 $ - $ - State 563 - - Total income tax expense $ 1,815 $ - $ - The effective tax rate of the Company's provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory income tax rate 21.00 % 21.00 % 21.00 % State taxes, net of federal benefit 0.81 % 0.00 % 0.00 % Equity investment - 4.07 % 4.15 % 0.00 % Research and development credits - 11.91 % 3.10 % 0.00 % Change in valuation allowance - 2.55 % - 27.35 % - 19.65 % Stock based compensation - 0.75 % - 0.18 % - 1.28 % Non-deductible expenses and other 0.79 % - 0.72 % - 0.07 % Provision for income taxes 3.32 % 0.00 % 0.00 % Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows as of December 31 (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Federal and state net operating loss carryforwards $ 24,183 $ 54,526 Research and development credits carryforwards 13,288 11,209 Stock-based compensation 9,857 3,828 Depreciation 6,140 9,068 Deferred Revenue 23,557 2,407 Lease liability 25,389 3,831 Other 3,478 2,062 Total deferred tax assets 105,892 86,931 Deferred tax liabilities: Right-of-use assets ( 22,800 ) ( 2,704 ) Total deferred tax liabilities ( 22,800 ) ( 2,704 ) Less valuation allowance ( 83,092 ) ( 84,227 ) Net deferred tax assets $ - $ - Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of its net deferred tax assets. The Company considered factors such as its history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible, including amounts that may arise under the collaboration agreement with Gilead entered into in 2020 and the 2021 program opt-ins. As a result of the Company's evaluation of these factors, including the uncertainty that exists with respect to the option fees and milestone payments, the Company does not believe that it is more likely than not that the deferred tax assets will be realized. Accordingly, a full valuation allowance has been established and no deferred tax asset is shown in the accompanying consolidated balance sheets. The valuation allowance decreased by approximately $ 1.1 million for the year ended December 31, 2021. The valuation allowance increased by approximately $ 33.8 million and $ 19.7 million, respectively, for the years ended December 31, 2020 and 2019. At December 31, 2021, the Company has total net operating loss carryforwards (NOLs) of $ 110.5 million that have no expiration date and federal research tax credits of approximately $ 11.7 million that begin to expire i n 2035 . The Company also has state NOLs of approximately $ 13.0 million that begin to expire in 2035 , and state research tax credits of approximately $ 8.3 million that have no expiration date. Use of the NOLs and credit carryforwards may be subject to a substantial annual limitation due to the ownership change provisions of U.S. tax law, as defined in Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOLs and credits before use. The Company determined that an ownership change, as defined under IRC Section 382, occurred in the current and previous years. While the Company does not expect these ownership changes to result in the expiration of net operating loss and credit carryforwards prior to utilization, the Company is subject to an annual limitation on the use of its tax attributes. The limitation on the Company's use of net operating loss and credit carryforwards could reduce the Company's ability to use a portion of the tax attributes to offset future taxable income. The Company has not been audited by the Internal Revenue Service, any state or foreign tax authority. The Company is subject to taxation in the United States and also beginning in 2017, in Australia. Because of the net operating loss and research credit carryforwards, all of the Company’s tax years, from 2015 to 2020 , remain open to U.S. federal and California state tax examinations. In addition, the Company’s tax years from 2017 to 2020 are open to examination in Australia. There were no interest or penalties accrued at December 31, 2021 or 2020. Uncertain Tax Positions The Company follows the provisions of FASB Accounting Standards Codification (ASC 740-10), Accounting for Uncertainty in Income Taxes . ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of uncertain tax positions that have been taken or expected to be taken on a tax return. No liability related to uncertain tax positions is recorded in the consolidated financial statements. The Company’s reserve for unrecognized tax benefits was approximately $ 5.4 million and $ 3.2 million at December 31, 2021, 2020, respectively. Due to the full valuation allowance at December 31, 2021 and 2020, current adjustments to the unrecognized tax benefit will have no impact on the Company’s effective income tax rate; any adjustments made after the valuation allowance is released will have an impact on the tax rate. The following table summarizes the activity related to the Company's unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,153 $ 2,165 Additions (decreases) for tax positions taken in a prior year ( 50 ) ( 258 ) Additions for tax positions taken in current year 2,325 1,246 Ending balance $ 5,428 $ 3,153 As of December 31, 2021, the total amount of gross unrecognized tax benefits was $ 5.4 million, of which, if recognized, none would impact the Company's effective tax rate. The Company does not anticipate material changes to its uncertain tax positions through the next 12 months. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Note 13: Commitments Purchase Commitments The Company has contractual arrangements with research and development organizations and suppliers; however, these contracts are generally cancelable on 30 days’ notice and the obligations under these contracts are largely based on services performed. Indemnification As permitted under Delaware law and in accordance with the Company’s bylaws, the Company is required to indemnify its officers and directors for certain events or occurrences while the officer or director is or was serving in such capacity. The Company is also party to indemnification agreements with its directors and officers. The Company believes the fair value of the indemnification rights and agreements is minimal. Accordingly, the Company has no t recorded any liabilities for these indemnification rights and agreements as of December 31, 2021 and 2020. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Note 14. Related parties Relationship and transactions with Gilead Sciences, Inc. (Gilead) As of December 31, 2021, Gilead held approximately 19.5 % of the Company’s outstanding common stock. These holdings resulted from a combination of Gilead’s participation in the May 2020 public offering as well as purchases of stock under the stock purchase agreement. In the May 2020 public offering, Gilead purchased 2,200,000 shares of common stock for an amount of $ 56.7 million, net of offering costs. Under the stock purchase agreement (as amended and restated), Gilead purchased 5,963,029 and 5,650,000 shares in July 2020 and February 2021, respectively, for a total investment of $ 327.8 million, net of offering costs and amounts allocated to the performance obligations created by the Gilead Collaboration Agreement. Gilead has the right, at its option, to purchase up to a maximum of 35 % of the Company’s then-outstanding voting common stock, from time to time over five years from the closing of the initial transaction. Pursuant to the Investor Rights Agreement, the Company appointed Gilead's two designees to the Company's Board of Directors. See Note 8 for further discussion of the agreements with Gilead. At December 31, 2021, the Company had a receivable for option exercise payments totaling $ 725 million and a $ 19.5 million cost sharing receivable recorded on the consolidated balance sheets under receivable from collaboration partners. The $ 725 million option exercise payments were received in January 2022. The Company also had $ 97.0 million in deferred revenue, current and $ 462.2 million in deferred revenue, noncurrent recorded on its consolidated balance sheets at December 31, 2021. For the years ended December 31, 2021 and 2020, the Company recognized $ 360.9 million and $ 70.5 million, respectively, in revenue under the Gilead Collaboration Agreement. The Company also recognized reductions in research and development expense of $ 24.9 million and $ 3.4 million for each period, related to reimbursements under the cost-sharing provisions of the agreement. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 15: Employee Benefit Plan The Company sponsors a 401(k) defined contribution plan for its employees. This plan provides for tax-deferred salary deductions for all employees. Employee contributions are voluntary. Employees may contribute up to 100 % of their annual compensation to this plan, as limited by an annual maximum amount as determined by the Internal Revenue Service. The Company may match employee contributions in amounts to be determined at the Company’s sole discretion . For the year ended December 31, 2021, the Company made contributions of $ 0.7 million to the plan, and no contributions to the plan for the years ended December 31, 2020 and 2019. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 16: Subsequent Event In January 2022, the Company received the $ 725 million due under the Amended Gilead Collaboration Agreement. See Notes 8 and 14 for further discussion of Gilead's December 2021 opt-in. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements and accompanying notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Prior year amounts on our consolidated balance sheets related to long-term contract liabilities under the Gilead contract have been reclassed to deferred revenues to conform to the current year presentation. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements are comprised of Arcus Biosciences, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosure of contingent assets and liabilities. Estimates were used to determine the standalone selling price of performance obligations and the timing of revenue recognition, the value of stock-based awards and other issuances, accruals for research and development costs, useful lives of long-lived assets, uncertain tax positions, and valuation allowance for deferred tax assets. Actual results could differ materially from the Company’s estimates. |
Risks and Uncertainties | Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, uncertainty of clinical trial results and achievement of milestones, uncertainty of regulatory approval of the Company’s potential drug candidates, uncertainty of market acceptance of the Company’s product candidates, competition from substitute products and larger companies, securing and protecting proprietary technology, strategic relationships and dependence on key individuals and sole source suppliers. The Company’s investigational products require approval from the U.S. Food and Drug Administration (FDA) and comparable foreign regulatory agencies prior to commercial sales in their respective jurisdictions. There can be no assurance that any investigational products will receive the necessary approvals. If the Company does not obtain regulatory approval and does not successfully commercialize any of its investigational products, it would have a materially adverse impact on the Company. |
Segments | Segments The Company operates and manages its business as one reportable and operating segment, which is the business of developing and commercializing cancer therapies. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating and evaluating financial performance. All long-lived assets are maintained in the United States of America. |
Cash Equivalents and Investments | Cash Equivalents and Investments Cash equivalents consist of marketable securities having an original maturity of three months or less at the time of purchase. Short-term investments have maturities of greater than three months and up to 12 months at the time of purchase. Long-term investments have maturities greater than 12 months at the time of purchase. Collectively, cash equivalents, short-term and long-term investments are considered available-for-sale and are recorded at fair value. Unrealized gains and losses are recorded in accumulated other comprehensive loss. Realized gains and losses are included in interest and other income, net in the consolidated statements of operations and comprehensive loss. The basis on which the cost of a security sold or amount reclassified out of accumulated other comprehensive income into earnings is determined using the specific identification method. |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash as Reported in Consolidated Statements of Cash Flows | Reconciliation of Cash, Cash Equivalents, and Restricted Cash as Reported in Consolidated Statements of Cash Flows Restricted cash at December 31, 2021 and 2020 represents cash balances held as security in connection with the Company’s facility lease agreements. The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the total shown in the consolidated statements of cash flows (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $ 147,914 $ 173,415 Restricted cash 3,005 203 Cash, cash equivalents and restricted cash $ 150,919 $ 173,618 |
Fair Value Measurements | Fair Value Measurements Fair v alue accounting is applied for all financial assets and liabilities, including short-term and long-term investments, and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). The carrying amount of the Company’s financial instruments, including receivable from a related party, accounts payable, accrued expenses, other current liabilities and the liability for sale of future royalties approximate fair value due to their short-term maturi ties. |
Concentration of Credit Risk | Concentration of Credit Risk C ash equivalents, short-term and long-term investments are financial instruments that potentially subject the Company to concentrations of credit risk. The Company invests in money market funds, treasury bills and notes, government bonds, commercial paper and corporate notes. The Company limits its credit risk associated with cash equivalents, short-term and long-term investments by placing them with banks and institutions it believes are highly credit worthy and in highly rated investments . |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, ranging from one to five years . Leasehold improvements are amortized over the shorter of their estimated useful lives or the related lease term. Upon retirement or sale, the cost and related accumulated depreciation are removed from the consolidated balance sheet and the resulting gain or loss is reflected in the consolidated statement of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Th e Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge would be recorded when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. The Company did no t recognize any impairment charges for the years ended December 31, 2021, 2020 and 2 019. |
Collaborative Arrangements and Contracts with Customers | Collaborative Arrangements and Contracts with Customers The Company assesses whether its collaboration agreements are subject to Accounting Standards Codification (ASC) Topic 808, Collaborative Arrangements (ASC 808) based on whether they involve joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards. To the extent that the arrangement falls within the scope of ASC 808, the Company applies the unit of account guidance under ASC Topic 606, Revenue from Contracts with Customers (ASC 606), to identify distinct performance obligations, and then determine whether a customer relationship exists for each distinct performance obligation. If the Company determines a performance obligation within the arrangement is with a customer, it applies the guidance in ASC 606. If a portion of a distinct bundle of goods or services within an arrangement is not with a customer, then the unit of account is not within the scope of ASC 606, and the recognition and measurement of that unit of account shall be based on analogy to authoritative accounting literature or, if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election. The Company recognizes revenue when its customer obtains control of promised goods or services in a contract for an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. For contracts with customers, the Company 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 Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. As part of the accounting for contracts with customers, the Company must develop assumptions that require judgment to determine the standalone selling price of each performance obligation identified in the contract. The Company then allocates the total transaction price to each performance obligation based on their estimated standalone selling prices. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. The accounting for these arrangements requires the Company to develop estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligation. These estimates may include items such as forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if it can be satisfied at a point in time or over time, and measures the services delivered to the customer. The effect of any change made to an estimated input and, therefore, a change to revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration such as milestone payments must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. The Company enters into collaborative arrangements that typically include one of more of the following: (i) license fees; (ii) milestone payments related to the achievement of developmental, regulatory, or commercial goals; (iii) royalties on net sales of licensed products; (iv) fees attributable to options to intellectual property; and (v) cost-sharing or research and development (R&D) funding arrangements. When a portion of non‑refundable upfront fees or other payments received are allocated to continuing performance obligations under the terms of a collaborative arrangement, they are recorded as deferred revenue and recognized as revenue when (or as) the underlying performance obligation is satisfied. Fees attributable to options are deferred until the option expires or is exercised. The Company classifies contract liabilities, including deferred revenue, as current when it expects to satisfy its performance obligations within one year, and noncurrent when the Company expects to satisfy those performance obligations in greater than one year. Upfront Payments and License Fees When an option is exercised, the performance obligations associated with the option are identified, which will determine the accounting for the transaction price attributable to the option. If a license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenues from non-refundable, upfront fees allocated to the license when the license is transferred to the licensee and the licensee is able to use and benefit from the license. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Milestone Payments and Variable Consideration At the inception of each arrangement that includes milestone payments or variable consideration, the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated value is included in the transaction price. Milestone payments that are not within the control of the Company or the Company’s collaboration partner, such as regulatory approvals, are generally not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligations under the contract are satisfied. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect license, collaboration or other revenues and earnings in the period of adjustment. Royalties For arrangements that include sales-based royalties, including milestone payments based on the level of sales, and for which the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any royalty revenue resulting from any of its collaborative arrangements. Cost-Sharing Arrangements Under certain collaborative arrangements, the Company is reimbursed for a portion of the research and development expenses, including costs of drug supplies. When these R&D expenses are incurred under a reimbursement or cost sharing model with a collaboration partner, the Company records the related reimbursements as a reduction of R&D expense in its consolidated statements of operations. |
Research and Development Expenses | Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist primarily of personnel costs for the Company’s research and development employees, costs incurred to third-party service providers for the conduct of research, preclinical and clinical studies, laboratory supplies and equipment maintenance costs, consulting and other related expenses. Also included are payments we make under license and collaborative arrangements, including up-front and milestone payments, license and option fees and expense reimbursements to collaboration partners, as well as non-personnel costs such as professional fees payable to third parties for preclinical and clinical studies and research services, laboratory supplies and equipment maintenance, product licenses, and other consulting costs. We recognize reimbursement for shared costs incurred by us and reimbursed by our partners as a reduction in research and development expense. The Company estimates research, preclinical and clinical service organizations, based on services performed, pursuant to contracts with third-party research and development organizations that conduct and manage research, preclinical and clinical activities on its behalf. Most of the Company’s clinical studies are performed by third-party contract research organizations (CROs), and as a result clinical study costs are a significant component of research and development expenses. The Company estimates these expenses based on discussions with internal management personnel and external service providers as to the progress or stage of completion of services and the contracted fees to be paid for such services. If the actual timing of the performance of services or the level of effort varies from the original estimates, the Company will adjust the accrual accordingly. Payments associated with licensing agreements to acquire licenses to develop, use, manufacture and commercialize products that have not reached technological feasibility and do not have alternative future use are expensed as incurred. Payments made to third parties under these arrangements in advance of the performance of the related services by the third parties are recorded as prepaid expenses until the services are rendered. |
Leases and Rent Expense | Leases and Rent Expense As of December 31, 2021, the Company's corporate headquarters, which includes executive offices and research and development and business operations, consist of approximately 136,293 square feet of leased office and laboratory space in an office park in Hayward, California. The Company also leases approximately 109,237 square feet of office space in Brisbane, California. The lease terms for both facilities expire in 2031 , subject to options for the Company to extend the lease term. Prior to January 1, 2020, the Company recognized related rent expense on a straight-line basis over the term of the lease. Incentives granted under the Company’s facilities lease, including allowances for leasehold improvements and rent holidays, were recognized as reductions to rental expense on a straight-line basis over the term of the lease. Deferred rent consisted of the difference between cash payments and the rent expense recognized. S ubsequent to the adoption of the new leasing standard on January 1, 2020, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease to have commenced when the lessor has made the underlying asset available for use, a determination made after considering whether the asset is complete and whether the Company has the right to enter the property, among other factors. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset, including any periods where it is reasonably assured the Company will exercise the option to extend the contract. Periods covered by an option to extend are included in the lease term if the lessor controls the exercise of that option. Operating leases are included in operating lease right-of-use assets, other accrued liabilities, and operating lease liabilities, noncurrent in the Company's consolidated balance sheet at December 31, 2021 and 2020. The Company elected to not apply the recognition requirements of the new leasing standard to short-term leases with terms of 12 months or less which do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. For short-term leases, lease payments are recognized as operating expenses on a straight-line basis over the lease term. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation arrangements in accordance with ASC 718, Stock Compensation. Stock-based awards granted include stock options and restricted stock units (RSUs). Accounting standards require the recognition of compensation expense, using a fair value-based method, for costs related to all stock-based payments. The Company’s determination of the fair value of stock options with time-based vesting on the date of grant utilizes the Black-Scholes option-pricing model, and is impacted by the Company’s common stock price as well as other variables including, but not limited to, expected term that options will remain outstanding, expected common stock price volatility over the term of the option awards, risk-free interest rates and expected dividends. Compensation expense associated with restricted stock units is based on the fair value of common stock on the date of the grant. The fair value of a stock-based award is recognized over the period during which an optionee is required to provide services in exchange for the option award, known as the requisite service period (usually the vesting period) on a straight-line basis. Stock-based compensation expense is recognized based on the fair value determined on the date of grant and is reduced for forfeitures as they occur. Non-employee stock-based compensation expense was not material for all periods presented. Estimating the fair value of equity-settled awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of complex variables. Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop. |
Income Taxes | Income Taxes The Company provides for income taxes under the asset and liability method. Current income tax expense or benefit represents the amount of income taxes expected to be payable or refundable for the current year. Deferred income tax assets and liabilities are determined based on differences between the financial statement reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards, and are measured using the enacted tax rates and laws that will be in effect when such items are expected to reverse. Deferred income tax assets are reduced, as necessary, by a valuation allowance when management determines it is more likely than not that some or all of the tax benefits will not be realized. The Company accounts for uncertain tax positions in accordance with ASC 740-10, Accounting for Uncertainty in Income Taxes. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. The Company includes any penalties and interest expense related to income taxes as a component of other expense and interest income, net, as necessary. On March 18, 2020, the Families First Coronavirus Response act (FFCR Act), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax-related provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. On June 29, 2020 California State Assembly Bill 85 (the Trailer Bill) was enacted which suspended the use of California net operating loss (NOL) deductions and limited the use of certain tax credits, including research and development tax credits, for the 2020 and 2021 tax years. The FFCR Act, CARES Act and Trailer Bill did no t have a material impact on the Company’s consolidated financial statements as of December 31, 2021; however, the Company continues to examine the impac t s the FFCR Act, CARES Act and Trailer Bill may have on its business, results of operations, financial condition and liquidity. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) C omprehensive income (loss) includes net income (loss) and net unrealized income and losses on available-for-sale securities, which are presented in a single continuous statement. Other comprehensive income (loss) is also disclosed in the consolidated balance sheets and statements of stockholders’ equity in accumulated other comprehensive income (loss), and is stated net of related tax effects, if any. |
Net Income (Loss) per Share | Net Income (Loss) per Share B asic net income (loss) per share is calculated by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. The Company excludes the weighted-average shares subject to repurchase from its calculation of weighted average of common shares outstanding. For purposes of the diluted net income (loss) per share calculation, outstanding common stock options are considered to be potentially dilutive securities. Because the Company reported a net loss for the years ended December 31, 2020 and 2019, and the inclusion of the potentially dilutive securities would be antidilutive, diluted net loss per share is the same as basic net loss per share for those periods. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02 (Topic 842), Leases (ASU 2016-02). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU No. 2018-10 , Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements , which offers a practical expedient for transitioning at the adoption date. The Company adopted this standard on January 1, 2020 using the modified retrospective approach and elected the package of practical expedients permitted under transition guidance, which allowed the Company to carry forward its historical assessments of: 1) whether contracts are or contain leases, 2) lease classification and 3) initial direct costs. The Company did not elect the practical expedient allowing the use-of-hindsight which would require the Company to reassess the lease term of its leases based on all facts and circumstances through the effective date and did not elect the practical expedient pertaining to land easements as this is not applicable to the current contract portfolio. The Company elected the post-transition practical expedient to not separate lease components from nonlease components for all existing lease classes. The Company also elected a policy of not recording leases on its consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to purchase the leased asset. The adoption of this standard resulted in the recognition of a right-of-use (ROU) asset of $ 5.8 million and lease liabilities of $ 10.1 million, comprised of $ 1.2 million and $ 8.9 million of current and noncurrent liabilities, respectively. The adoption also resulted in the derecognition of the deferred rent balance of $ 4.3 million as of January 1, 2020. The adoption of the standard had no impact on the Company’s consolidated statements of operations and comprehensive loss or to its cash flows from or used in operating, financing, or investing activities on its consolidated statements of cash flows. No cumulative-effect adjustment within accumulated deficit was required to be recorded as a result of adopting this standard. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the total shown in the consolidated statements of cash flows (in thousands): December 31, 2021 December 31, 2020 Cash and cash equivalents $ 147,914 $ 173,415 Restricted cash 3,005 203 Cash, cash equivalents and restricted cash $ 150,919 $ 173,618 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments (Excluding Restricted Cash) Measured at Fair Value on Recurring Basis | The following tables set forth the Company’s financial instruments (excluding restricted cash) that were measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): December 31, 2021 Total Level 1 Level 2 Level 3 Money market funds $ 147,914 $ 147,914 $ - $ - U.S. treasury securities 112,170 - 112,170 - Corporate securities and commercial paper 421,214 - 421,214 - Total assets measured at fair value $ 681,298 $ 147,914 $ 533,384 $ - December 31, 2020 Total Level 1 Level 2 Level 3 Money market funds $ 146,468 $ 146,468 $ - $ - U.S. treasury securities 301,112 - 301,112 - U.S. Government agency obligations 25,001 - 25,001 Corporate securities and commercial paper 262,505 - 262,505 - Total assets measured at fair value $ 735,086 $ 146,468 $ 588,618 $ - |
Schedule of Investments Classified as Available for Sale Securities with Contractual Maturities | The Company's investments are classified as (with contractual maturities): Year Ended December 31, 2021 2020 Cash and cash equivalents $ 147,914 $ 173,415 Short-term investments (due within one year) 351,394 555,231 Long-term investments (due between one and three 181,990 6,440 $ 681,298 $ 735,086 |
Schedule of Fair Value and Amortized Cost of Investments in Marketable Securities by Major Security Type | The fair value and amortized cost of investments in marketable securities by major security type as of December 31, 2021 and 2020 are presented in the tables that follow (in thousands): Amortized Unrealized Unrealized Fair As of December 31, 2021: Money market funds $ 147,914 $ - $ - $ 147,914 U.S. treasury securities 112,473 1 ( 304 ) 112,170 Corporate securities and commercial paper 422,172 3 ( 961 ) 421,214 Total $ 682,559 $ 4 $ ( 1,265 ) $ 681,298 Amortized Unrealized Unrealized Fair As of December 31, 2020: Money market funds $ 146,468 $ - $ - $ 146,468 U.S. treasury securities 301,075 38 ( 1 ) 301,112 U.S. government agency obligations 24,997 4 - 25,001 Corporate securities and commercial paper 262,502 15 ( 12 ) 262,505 Total $ 735,042 $ 57 $ ( 13 ) $ 735,086 |
Consolidated Balance Sheet Co_2
Consolidated Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 2020 Scientific equipment $ 13,856 $ 9,902 Furniture and equipment 1,919 1,521 Capitalized software 539 225 Leasehold improvements 32,171 11,111 Construction in progress 1,698 2,336 Total 50,183 25,095 Less: Accumulated depreciation and amortization ( 17,728 ) ( 14,288 ) Property and equipment, net $ 32,455 $ 10,807 |
Summary of Other Accrued Liabilities | Other accrued liabilities consisted of the following (in thousands): As of December 31, 2021 2020 Accrued personnel expenses 16,648 8,632 Professional fees 4,938 295 Income taxes payable 1,815 - Other 780 616 Total other accrued liabilities $ 24,181 $ 9,543 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of supplemental cash flow disclosures and non-cash financing activities related to operating leases | The following table summarizes supplemental cash flow disclosures and non-cash financing activities related to our operating leases (in thousands): Year Ended December 31, 2021 2020 Cash paid for amounts included in measurement of lease liabilities $ 4,890 $ 2,105 Cash received from tenant improvement allowances $ 2,967 $ - Right-of-use assets obtained in exchange for new operating lease liabilities $ 95,401 $ 8,019 Recognition of tenant improvement allowance receivable included in other current assets $ 10,598 $ 979 |
Schedule of Future Minimum Lease Payments | As of December 31, 2021, the Company’s future minimum lease payments were as follows (in thousands): Year Ending December 31, Operating Leases 2022 $ 11,198 2023 14,281 2024 14,759 2025 15,255 2026 15,769 Thereafter 87,236 Total undiscounted future minimum lease payments 158,498 Less: Imputed interest ( 36,562 ) Less: Tenant improvement allowance receivable ( 8,381 ) Total operating lease liabilities 113,555 Tenant improvement allowance expected to be received 3,332 Operating lease liabilities, noncurrent $ 116,887 |
Liability for Sale of Future _2
Liability for Sale of Future Royalties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Liability for Sale of Future Royalties | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Schedule of Changes to Liability | Changes to the liability for sale of future royalties were as follows for the year ended December 31 (in thousands): 2021 Beginning balance, January 1 $ - Cash received from BVF 5,000 Interest accretion 260 Ending balance, December 31 $ 5,260 |
License and Collaboration Agr_2
License and Collaboration Agreements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Revenues by Collaboration, Category of Revenue and Method of Recognition | The following table summarizes revenues by collaboration, category of revenue, and the method of recognition (in thousands): Year Ended December 31, Revenues recognized: Over time Point in time 2021 2020 2019 Gilead license to domvanalimab * $ 328,838 $ - $ - Gilead license to zimberelimab * - 55,096 - Development services for all Gilead programs * 1,135 - - Gilead access rights related to the * 30,909 15,421 - Taiho license to domvanalimab * 15,000 - - Taiho license to zimberelimab * - - 8,000 Taiho access rights * 7,000 7,000 7,000 Total collaboration and license revenues $ 382,882 $ 77,517 $ 15,000 |
Summary of Revenue Recognized as a Result of Changes in Deferred Revenue | The Company recognized the following revenue as a result of changes in the deferred revenue balance during the period below (in thousands): Year Ended December 31, Revenue recognized in the period from: 2021 2020 2019 Amounts included in deferred revenue $ 202,082 $ 7,000 $ 7,000 Performance obligations satisfied in a - - - |
Schedule of Payments Allocated to Performance Obligations | At the amendment closing date, the Company allocated the transaction price to the new and remaining performance obligations identified as follows: Amount Allocation of transaction price Deferred revenues as of 12/21/2021 $ 165,086 Option payment for Domvanalimab 275,000 Option payment for Etrumadenant 250,000 Option payment for Quemliclustat 200,000 Total transaction price allocated to performance obligations $ 890,086 Allocation to performance obligations Distinct Combined Amount Domvanalimab license * $ 328,838 Etrumadenant license and R&D activities * 218,722 Quemliclustat license and R&D activities * 175,618 Domvanalimab R&D activities * 34,528 Zimberelimab R&D and commercial services * 11,243 Access rights related to the Company's research * 84,076 Material rights to option continuation periods * 37,061 Total $ 890,086 |
Gilead and Taiho | |
Summary of Revenues | The following table summarizes the revenues recognized from the Company’s collaboration agreements with Gilead Sciences, Inc. (Gilead) and Taiho Pharmaceutical Co., Ltd. (Taiho) (in thousands): Year Ended December 31, 2021 2020 2019 License revenue $ 343,838 $ 55,096 $ 8,000 License and development services revenue 1,135 - - Other collaboration revenue 37,909 22,421 7,000 Total collaboration and license revenues $ 382,882 $ 77,517 $ 15,000 |
Stock Plans and Stock-Based C_2
Stock Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Option Activity Includes Options Granted | The following table, which includes options granted under the Company’s Stock Plans, summarizes option activity: Shares Weighted Weighted Aggregate Outstanding at December 31, 2020 9,892,697 $ 13.88 Options granted 3,758,769 $ 33.03 Options exercised ( 680,755 ) $ 13.68 Options forfeited or canceled ( 950,799 ) $ 19.08 Outstanding at December 31, 2021 12,019,912 $ 19.46 8.02 $ 253,620 Options vested and expected to vest as of December 31, 2021 12,019,912 $ 19.46 8.02 $ 253,620 Options exercisable as of December 31, 2021 5,158,246 $ 14.55 7.15 $ 133,742 T |
Summary of Restricted Stock Units Activity | Restricted Stock Units The Company grants restricted stock units (RSUs) to its employees and directors under the 2018 Plan. The shares subject to the RSUs vest annually or quarterly over four years for employees and annually for directors. Total Restricted Stock Units Weighted Nonvested at December 31, 2020 738,650 $ 27.84 RSUs granted 932,362 34.05 RSUs vested ( 382,183 ) 31.60 RSUs forfeited or canceled ( 212,741 ) 26.06 Nonvested at December 31, 2021 1,076,088 $ 32.23 |
Summary of Employee and Non-Employee Stock-based Compensation Expense | The following table summarizes employee and non-employee stock-based compensation expense for the years ended December 31, 2021, 2020 and 2019, and also the allocation within the consolidated statements of operations and comprehensive loss (in thousands): Year Ended December 31, 2021 2020 2019 Research and development $ 28,302 $ 11,195 $ 4,152 General and administrative 26,226 10,630 4,829 Total stock-based compensation $ 54,528 $ 21,825 $ 8,981 |
Schedule of Assumptions Used to Calculate Fair Value of Stock-Based Compensation | The following assumptions were used to calculate the fair value of stock-based compensation for the years ended December 31, 2021, 2020, and 2019: Stock Options Year Ended December 31, 2021 2020 2019 Risk-free interest rate 1.0 % - 1.4 % 0.4 % - 0.5 % 1.6 % - 2.3 % Expected term (in years) 6.02 6.02 6.02 Volatility 75.3 % - 77.6 % 76.5 % - 78.5 % 71.8 % - 74.6 % Dividend yield 0 % 0 % 0 % ESPP Year Ended December 31, 2021 2020 2019 Risk-free interest rate 0.0 % - 0.6 % 0.1 % - 0.2 % 1.6 % - 2.3 % Expected term (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Volatility 61.2 % - 95.7 % 66.6 % - 136.0 % 64.8 % - 77.1 % Dividend yield 0 % 0 % 0 % |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except share and per share data): Year Ended December 31, 2021 2020 2019 Numerator: Net income (loss) $ 52,830 $ ( 122,858 ) $ ( 84,710 ) Denominator: Weighted-average common shares outstanding 70,328,234 56,354,059 45,385,489 Less: weighted-average common shares subject to ( 982,744 ) ( 1,566,941 ) ( 1,559,498 ) Weighted-average common shares used to compute 69,345,490 54,787,118 43,825,991 Dilutive effect of stock options 4,054,142 - - Dilutive effect of restricted stock units 566,635 - - Weighted-average common shares used to compute 73,966,267 54,787,118 43,825,991 Net income (loss) per share, basic $ 0.76 $ ( 2.24 ) $ ( 1.93 ) Net income (loss) per share, diluted $ 0.71 $ ( 2.24 ) $ ( 1.93 ) |
Summary of Outstanding Potentially Dilutive Securities Excluded from Computation of Diluted Net Income (Loss) per Share | The following outstanding potentially dilutive securities were excluded from the computation of diluted net income (loss) per share for the periods presented because including them would have been antidilutive: At December 31, 2021 2020 2019 Common stock options issued and outstanding 4,512,973 9,892,697 4,738,004 Restricted stock units issued - 738,650 - Unvested early exercised common stock options - 165,133 455,158 Employee Stock Purchase Plan shares 103,046 18,219 - Unvested restricted stock issued as part of collaboration agreement - 1,257,651 1,257,651 Total 4,616,019 12,072,350 6,450,813 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | The Company's loss before provision for income taxes includes the following components (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 53,898 $ ( 123,318 ) $ ( 85,141 ) Foreign 747 460 431 Income (loss) before income tax $ 54,645 $ ( 122,858 ) $ ( 84,710 ) |
Schedule of Components of Provision for Income Taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current Federal $ 1,252 $ - $ - State 563 - - Total income tax expense $ 1,815 $ - $ - |
Schedule of Effective Tax Rate of Provision for Income Taxes Differs from Federal Statutory Rate | The effective tax rate of the Company's provision for income taxes differs from the federal statutory rate as follows: Year Ended December 31, 2021 2020 2019 Federal statutory income tax rate 21.00 % 21.00 % 21.00 % State taxes, net of federal benefit 0.81 % 0.00 % 0.00 % Equity investment - 4.07 % 4.15 % 0.00 % Research and development credits - 11.91 % 3.10 % 0.00 % Change in valuation allowance - 2.55 % - 27.35 % - 19.65 % Stock based compensation - 0.75 % - 0.18 % - 1.28 % Non-deductible expenses and other 0.79 % - 0.72 % - 0.07 % Provision for income taxes 3.32 % 0.00 % 0.00 % |
Schedule of Significant Components of Deferred Tax Assets for Federal and State Income Taxes | Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows as of December 31 (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Federal and state net operating loss carryforwards $ 24,183 $ 54,526 Research and development credits carryforwards 13,288 11,209 Stock-based compensation 9,857 3,828 Depreciation 6,140 9,068 Deferred Revenue 23,557 2,407 Lease liability 25,389 3,831 Other 3,478 2,062 Total deferred tax assets 105,892 86,931 Deferred tax liabilities: Right-of-use assets ( 22,800 ) ( 2,704 ) Total deferred tax liabilities ( 22,800 ) ( 2,704 ) Less valuation allowance ( 83,092 ) ( 84,227 ) Net deferred tax assets $ - $ - |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company's unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Beginning balance $ 3,153 $ 2,165 Additions (decreases) for tax positions taken in a prior year ( 50 ) ( 258 ) Additions for tax positions taken in current year 2,325 1,246 Ending balance $ 5,428 $ 3,153 |
Organization - Additional Infor
Organization - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021Product | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of investigational product | 6 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2021USD ($)ft²Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Number of operating segments | Segment | 1 | |||
Number of reportable segments | Segment | 1 | |||
Impairment charges | $ 0 | $ 0 | $ 0 | |
Operating lease expiration year | 2031 | |||
Trailer bill | 0 | |||
Right-of-use assets | $ 104,968,000 | 12,781,000 | ||
Operating lease, liabilities | 113,555,000 | |||
Operating lease, current liabilities | 5,100,000 | |||
Operating lease liabilities, noncurrent | 116,887,000 | 15,243,000 | ||
Accumulated deficit | $ (275,354,000) | $ (328,184,000) | ||
ASU 2016-02 | ||||
Significant Accounting Policies [Line Items] | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 | |||
Right-of-use assets | $ 5,800,000 | |||
Operating lease, liabilities | 10,100,000 | |||
Operating lease, current liabilities | 1,200,000 | |||
Operating lease liabilities, noncurrent | 8,900,000 | |||
Deferred rent balance | 4,300,000 | |||
ASU 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | ||||
Significant Accounting Policies [Line Items] | ||||
Accumulated deficit | $ 0 | |||
Brisbane, California | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease expiration year | 2031 | |||
Brisbane, California | Office Space | ||||
Significant Accounting Policies [Line Items] | ||||
Square feet of leased office | ft² | 109,237 | |||
Hayward, California | Executive Offices Research and Development and Business Operations | ||||
Significant Accounting Policies [Line Items] | ||||
Square feet of leased office | ft² | 136,293 | |||
Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 1 year | |||
Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Property and equipment, estimated useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 147,914 | $ 173,415 | ||
Restricted cash | 3,005 | 203 | ||
Cash, cash equivalents and restricted cash | $ 150,919 | $ 173,618 | $ 58,140 | $ 71,267 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Realized gains (loss) on sale or maturity of available-for-sale marketable securities | $ 0 | $ 0 | $ 0 |
Reclassification out of accumulated other comprehensive loss | 0 | 0 | 0 |
Credit related losses | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments (Excluding Restricted Cash) Measured at Fair Value on Recurring Basis (Details) - Fair Value On Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 681,298 | $ 735,086 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 147,914 | 146,468 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 112,170 | 301,112 |
U.S. Government Agency Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 25,001 | |
Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 421,214 | 262,505 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 147,914 | 146,468 |
Level 1 | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 147,914 | 146,468 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 533,384 | 588,618 |
Level 2 | U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 112,170 | 301,112 |
Level 2 | U.S. Government Agency Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | 25,001 | |
Level 2 | Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets measured at fair value | $ 421,214 | $ 262,505 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Investments Classified as Available for Sale Securities with Contractual Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Disclosures [Abstract] | ||
Cash and cash equivalents | $ 147,914 | $ 173,415 |
Short-term investments (due within one year) | 351,394 | 555,231 |
Long-term investments (due between one and three years) | 181,990 | 6,440 |
Total cash, cash equivalents and investments in marketable securities | $ 681,298 | $ 735,086 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Value and Amortized Cost of Investments in Marketable Securities by Major Security Type (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | $ 682,559 | $ 735,042 |
Unrealized Gain | 4 | 57 |
Unrealized Loss | (1,265) | (13) |
Fair Value | 681,298 | 735,086 |
Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 147,914 | 146,468 |
Fair Value | 147,914 | 146,468 |
U.S. Treasury Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 112,473 | 301,075 |
Unrealized Gain | 1 | 38 |
Unrealized Loss | (304) | (1) |
Fair Value | 112,170 | 301,112 |
U.S. Government Agency Obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 24,997 | |
Unrealized Gain | 4 | |
Fair Value | 25,001 | |
Corporate Securities and Commercial Paper | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Amortized Cost | 422,172 | 262,502 |
Unrealized Gain | 3 | 15 |
Unrealized Loss | (961) | (12) |
Fair Value | $ 421,214 | $ 262,505 |
Consolidated Balance Sheet Co_3
Consolidated Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Total | $ 50,183 | $ 25,095 |
Less: Accumulated depreciation and amortization | (17,728) | (14,288) |
Property and equipment, net | 32,455 | 10,807 |
Scientific Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 13,856 | 9,902 |
Furniture and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Total | 1,919 | 1,521 |
Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total | 539 | 225 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total | 32,171 | 11,111 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Total | $ 1,698 | $ 2,336 |
Consolidated Balance Sheet Co_4
Consolidated Balance Sheet Components - Summary of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities, Current [Abstract] | ||
Accrued personnel expenses | $ 16,648 | $ 8,632 |
Professional fees | 4,938 | 295 |
Income taxes payable | 1,815 | |
Other | 780 | 616 |
Total other accrued liabilities | $ 24,181 | $ 9,543 |
Equity Investment in PACT Pha_2
Equity Investment in PACT Pharma - Additional Information (Details) - PACT Pharma - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Investment balance | $ 0 | $ 0 | |
Series A Preferred Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of common stock, shares | 1 | ||
Common Stock | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of common stock, shares | 3.6 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021ft² | Dec. 31, 2021USD ($)ft² | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | ||||
Operating lease expiration year | 2031 | |||
Operating lease, option to extend | the lease amendment and replaced by two options to extend the lease term for the entire 150,753 square feet then under lease in the Hayward premises for a period of eight years each. | |||
Operating lease, existence of option to extend | true | |||
Operating lease, option to extend lease term | 8 years | 8 years | ||
Weighted average remaining term | 10 years | |||
Weighted average discount rate | 5.10% | |||
Lease cost | $ 7,100 | $ 2,700 | ||
Short-term lease costs | 300 | 200 | ||
Right-of-use assets | 104,968 | 12,781 | ||
Operating lease, liabilities | 113,555 | |||
Short-term portion of operating lease liability | $ 5,100 | |||
Operating lease, liability, current, statement of financial position [extensible list] | Other current liabilities | |||
Operating lease liabilities, noncurrent | $ 116,887 | $ 15,243 | ||
Rent expense | $ 1,600 | |||
Operating lease Undiscounted amount | 36,562 | |||
Deposits for letters of credit | $ 3,000 | |||
Operating lease expiration date | Dec. 31, 2031 | |||
Incentives receivable | $ 8,381 | |||
Incentives receivable, expected period | 1 year | |||
Hayward, California | ||||
Lessee Lease Description [Line Items] | ||||
Square feet of space leased | ft² | 150,753 | |||
Operating lease commencement year | 2022 | |||
Operating lease Undiscounted amount | $ 5,300 | |||
Operating lease, lease not yet commenced, description | Total undiscounted future minimum lease payments do not include approximately $5.3 million related to the Company’s lease of additional space lease in Hayward that has not yet commenced. | |||
Operating lease expiration date | Dec. 31, 2031 | |||
Hayward, California | Executive Offices Research and Development and Business Operations | ||||
Lessee Lease Description [Line Items] | ||||
Square feet of space leased | ft² | 14,460 | 136,293 | ||
Operating lease commencement year | 2022 | |||
Operating lease expiration date | Dec. 31, 2031 | |||
Brisbane, California | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease expiration year | 2031 | |||
Operating lease, term of contract | 3 months | |||
Operating lease, leases commence month and year | 2021-11 | |||
Brisbane, California | Office Building | ||||
Lessee Lease Description [Line Items] | ||||
Square feet of space leased | ft² | 109,237 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Disclosures and Non-cash Financing Activities Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for amounts included in measurement of lease liabilities | $ 4,890 | $ 2,105 |
Cash received from tenant improvement allowances | 2,967 | |
Right-of-use assets obtained in exchange for new operating lease liabilities | 95,401 | 8,019 |
Recognition of tenant improvement allowance receivable included in other current assets | $ 10,598 | $ 979 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 11,198 | |
2023 | 14,281 | |
2024 | 14,759 | |
2025 | 15,255 | |
2026 | 15,769 | |
Thereafter | 87,236 | |
Total undiscounted future minimum lease payments | 158,498 | |
Less: Imputed interest | (36,562) | |
Less: Tenant improvement allowance receivable | (8,381) | |
Total operating lease liabilities | 113,555 | |
Tenant improvement allowance expected to be received in less than one year, net of current portion of lease liability (included in prepaid expenses and other current assets) | 3,332 | |
Operating lease liabilities, noncurrent | $ 116,887 | $ 15,243 |
Liability for Sale of Future _3
Liability for Sale of Future Royalties - Additional Information (Details) - BVF Partners L.P. - BVF Agreement - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Payment to be made for discovery and development of compounds | $ 15,000,000 | ||||
Cash received from counterparty | $ 5,000,000 | ||||
Option to provide additional funding | 10,000,000 | ||||
Liability for milestone payments and royalties | $ 5,300,000 | $ 5,300,000 | |||
Imputed effective rate of interest on unamortized portion of liability | 20.60% | ||||
Scenario Forecast | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Cash received from counterparty | $ 5,000,000 | $ 5,000,000 | |||
Minimum | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Contingent payments upon achievement of certain clinical and regulatory milestones | 72,500,000 | ||||
Cash received from counterparty | $ 15,000,000 | ||||
Maximum | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Contingent payments upon achievement of certain clinical and regulatory milestones | $ 160,000,000 |
Liability for Sale of Future _4
Liability for Sale of Future Royalties - Schedule of Changes to Liability (Details) - Liability for Sale of Future Royalties - BVF Partners L.P. - BVF Agreement $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Beginning balance, January 1 | $ 0 |
Cash received from BVF | 5,000 |
Interest accretion | 260 |
Ending balance, December 31 | $ 5,260 |
License and Collaboration Agr_3
License and Collaboration Agreements - Summary of Revenues (Details) - Gilead and Taiho - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
License | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | $ 343,838 | $ 55,096 | $ 8,000 |
License and Development Services Revenue | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 1,135 | ||
Other Collaboration Revenue | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 37,909 | 22,421 | 7,000 |
Collaboration and License | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | $ 382,882 | $ 77,517 | $ 15,000 |
License and Collaboration Agr_4
License and Collaboration Agreements - Summary of Revenues by Collaboration, Category of Revenue and Method of Recognition (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | $ 382,882 | $ 77,517 | $ 15,000 |
Gilead License to Domvanalimab | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 328,838 | ||
Gilead License To Zimberelimab | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 55,096 | ||
Development Services for all Gilead Programs | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 1,135 | ||
Gilead Access Rights | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 30,909 | 15,421 | |
Taiho License to Domvanalimab | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 15,000 | ||
Taiho License to Zimberelimab | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | 8,000 | ||
Taiho Access Rights | |||
License And Collaboration Agreements [Line Items] | |||
Total collaboration and license revenues | $ 7,000 | $ 7,000 | $ 7,000 |
License and Collaboration Agr_5
License and Collaboration Agreements - Summary of Revenue Recognized as a Result of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
License And Collaboration Agreements [Abstract] | |||
Amounts included in deferred revenue at the beginning of the period | $ 202,082 | $ 7,000 | $ 7,000 |
License and Collaboration Agr_6
License and Collaboration Agreements - Additional Information (Details) | Jul. 13, 2020USD ($)Program$ / sharesshares | Jan. 31, 2022USD ($) | Nov. 30, 2021USD ($)Program | Feb. 28, 2021USD ($)$ / sharesshares | Jan. 31, 2021USD ($)$ / sharesshares | Nov. 30, 2019USD ($) | Sep. 30, 2017USD ($) | Aug. 31, 2017USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 30, 2021USD ($) | Jul. 31, 2020USD ($) |
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Issuance of common stock | $ 326,246,000 | ||||||||||||||||
Option continuation payment due upon second anniversary of agreement | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | ||||||||||||||
Cost sharing receivable, current | 744,595,000 | 1,049,000 | 744,595,000 | 744,595,000 | |||||||||||||
Total collaboration and license revenues | 382,882,000 | 77,517,000 | $ 15,000,000 | ||||||||||||||
Deferred revenue recognized | 202,082,000 | 7,000,000 | 7,000,000 | ||||||||||||||
Development expense | 256,348,000 | 159,348,000 | 78,481,000 | ||||||||||||||
Remaining capitalized fees at closing | 3,800,000 | ||||||||||||||||
Fees allocated among performance obligations | 8,300,000 | ||||||||||||||||
Gilead Collaboration Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Option payment upon achievement of certain development milestones | $ 150,000 | ||||||||||||||||
Option payment upon completion of certain IND-enabling activities | 60,000,000 | ||||||||||||||||
Increase (decrease) in R&D expense | (24,900,000) | (3,400,000) | |||||||||||||||
Purchase Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Direct offering cost | 1,900,000 | ||||||||||||||||
Amended Gilead Collaboration Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Upfront cash payment | 725,000,000 | ||||||||||||||||
Maximum ownership percentage of outstanding common stock remain unchanged | 35.00% | ||||||||||||||||
Issuance of common stock | $ 220,300,000 | ||||||||||||||||
Issuance of common stock, shares | shares | 5,650,000 | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 39 | ||||||||||||||||
Removeal of option continuation payment under agreement | $ 100,000,000 | ||||||||||||||||
Initial transaction price | 890,100,000 | ||||||||||||||||
Deferred Revenue | 165,100,000 | 165,100,000 | 165,100,000 | ||||||||||||||
Number of exercise option to programs | Program | 3 | ||||||||||||||||
Amended Gilead Collaboration Agreement | Subsequent Event | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Option payment received | $ 725,000,000 | ||||||||||||||||
Quemliclustat Option, and R&D Activities Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Option payment upon achievement of certain development milestones | 200,000,000 | ||||||||||||||||
Total collaboration and license revenues | 0 | ||||||||||||||||
Deferred Revenue | 175,600,000 | 175,600,000 | 175,600,000 | ||||||||||||||
R&D activities for Domvanalimab | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Total collaboration and license revenues | 0 | ||||||||||||||||
Deferred Revenue | 34,500,000 | 34,500,000 | 34,500,000 | ||||||||||||||
R&D and Commercialization Activities for Zimberelimab Monotherapy | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Deferred revenue related to development and commercialization services | 9,700,000 | 9,700,000 | 9,700,000 | ||||||||||||||
Total collaboration and license revenues | 1,100,000 | ||||||||||||||||
Deferred Revenue | 10,100,000 | 10,100,000 | 10,100,000 | ||||||||||||||
Access Rights related to Research and Development Pipeline | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Total collaboration and license revenues | 30,900,000 | 15,400,000 | |||||||||||||||
AstraZeneca Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Development cost recorded within research and development expenses | 1,000,000 | 0 | |||||||||||||||
Gilead | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Fee incurred to third party upon receipt of option exercise payments | 4,500,000 | ||||||||||||||||
Gilead | Gilead Collaboration Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Upfront cash payment | $ 175,000,000 | ||||||||||||||||
Collaboration term for current and future clinical programs | 10 years | ||||||||||||||||
Contingent milestone payments receivable | $ 300,000,000 | ||||||||||||||||
Option continuation payment receivable upon fourth anniversary of agreement | 100,000,000 | ||||||||||||||||
Option continuation payment receivable upon sixth anniversary of agreement | 100,000,000 | ||||||||||||||||
Option continuation payment receivable upon eighth anniversary of agreement | $ 100,000,000 | $ 100,000,000 | |||||||||||||||
Additional collaboration term for programs entering clinical development prior to end of collaboration term | 3 years | ||||||||||||||||
Option fee per program for all other programs entering clinical development to exercise option | $ 150,000,000 | ||||||||||||||||
Number of research programs | Program | 2 | ||||||||||||||||
Option payment upon achievement of certain development milestones | $ 250,000,000 | ||||||||||||||||
Deferred revenue related to etrumadenant option | $ 127,000,000 | ||||||||||||||||
Option payment upon achievement of certain development milestones | $ 275,000,000 | ||||||||||||||||
Deferred revenue related to domvanalimab option | 36,700,000 | ||||||||||||||||
Current and future programs exclusive access period | 10 years | ||||||||||||||||
Performance obligation period | 4 years | ||||||||||||||||
Contractual obligation remaining amount not obligated to pay | $ 300,000,000 | ||||||||||||||||
Deferred revenue related to research and development pipeline | 120,200,000 | 120,200,000 | 120,200,000 | $ 91,700,000 | |||||||||||||
Consultant and legal fees | 7,300,000 | ||||||||||||||||
Capitalized costs | 3,800,000 | 1,200,000 | |||||||||||||||
Cost sharing receivable | 4,900,000 | 4,900,000 | 4,900,000 | ||||||||||||||
Total collaboration and license revenues | 0 | ||||||||||||||||
Deferred revenue recognized | 328,800,000 | ||||||||||||||||
Deferred Revenue | 218,700,000 | 218,700,000 | 218,700,000 | ||||||||||||||
Gilead | Gilead Collaboration Agreement | Prepaid Expenses and Other Current Assets | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Cost sharing receivable, current | 900,000 | 900,000 | 900,000 | ||||||||||||||
Gilead | Gilead Collaboration Agreement | Other Noncurrent Assets | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Cost sharing receivable, noncurrent | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||
Gilead | Gilead Collaboration Agreement | Maximum | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Contingent milestone payments receivable | 300,000,000 | ||||||||||||||||
Potential regulatory approval milestones payment receivable related to domvanalimab | 500,000,000 | ||||||||||||||||
Gilead | Purchase Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Issuance of common stock | 200,000,000 | $ 220,400,000 | $ 220,296,000 | 107,468,000 | |||||||||||||
Funds received for purchase of common stock | 200,000,000 | ||||||||||||||||
Purchase price of common stock allocation to performance obligation | $ 90,600,000 | $ 90,600,000 | |||||||||||||||
Issuance of common stock, shares | shares | 5,963,029 | 5,650,000 | 5,963,029 | ||||||||||||||
Shares issued, price per share | $ / shares | $ 33.54 | $ 39 | $ 33.54 | ||||||||||||||
Percentage of option to purchase maximum shares of common stock | 35.00% | ||||||||||||||||
Period over common stock to be purchased | 5 years | ||||||||||||||||
Percentage of premium purchase price of common stock | 20.00% | ||||||||||||||||
Trailing days average closing price | 5 days | ||||||||||||||||
Share Price | $ / shares | $ 33.54 | ||||||||||||||||
Gilead | Purchase Agreement | May 2020 Public Offering | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Shares issued, price per share | $ / shares | $ 27.50 | ||||||||||||||||
Additional equity investment net of offering costs | $ 56,700,000 | ||||||||||||||||
Additional equity investment shares issued | shares | 2,200,000 | ||||||||||||||||
Taiho Pharmaceutical Co., Ltd | Gilead Collaboration Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Option period | 5 years | ||||||||||||||||
Option ending period | 2022-09 | ||||||||||||||||
Payment for first option exercise | $ 15,000,000 | ||||||||||||||||
Taiho Pharmaceutical Co., Ltd | Taiho Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Non refundable and non creditable cash payments | $ 35,000,000 | ||||||||||||||||
Payment for option exercise | $ 8,000,000 | 26,000,000 | |||||||||||||||
Range of royalties receivable on net sales | high single-digits to mid-teens | ||||||||||||||||
Royalties payable description | Royalties will be payable on a licensed product-by-licensed product and country-by-country basis during the period of time commencing on the first commercial sale of a licensed product in a country and ending upon the later of: (a) ten (10) years from the date of first commercial sale of such licensed product in such country; and (b) expiration of the last-to-expire valid claim of the Company’s patents covering the manufacture, use or sale or exploitation of such licensed product in such country (the Royalty Term). | ||||||||||||||||
Non-refundable, non-creditable upfront cash payments | $ 35,000,000 | ||||||||||||||||
Estimated performance period | 5 years | ||||||||||||||||
Clinical and regulatory milestones achieved | $ 0 | ||||||||||||||||
Sales milestone or royalty revenue recognized | 0 | ||||||||||||||||
Deferred revenue, current | 5,000,000 | $ 7,000,000 | $ 5,000,000 | 5,000,000 | |||||||||||||
Deferred revenue, noncurrent | 5,000,000 | ||||||||||||||||
Taiho Pharmaceutical Co., Ltd | Taiho Agreement | Maximum | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Contingent milestone payments receivable | $ 145,000,000 | ||||||||||||||||
Payment for option exercise | 15,000,000 | ||||||||||||||||
Additional clinical and regulatory milestone payments receivable | 130,000,000 | ||||||||||||||||
Taiho Pharmaceutical Co., Ltd | Taiho Agreement | Minimum | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Payment for option exercise | $ 3,000,000 | ||||||||||||||||
WuXi Biologics License Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Clinical and regulatory milestones achieved | $ 16,500,000 | ||||||||||||||||
Range of tiered royalty payments on net sales | high single-digits to low teens | ||||||||||||||||
Milestone expense | $ 0 | 0 | |||||||||||||||
WuXi Biologics License Agreement | Forecast | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Development milestone expense | $ 1,500,000 | ||||||||||||||||
WuXi Biologics License Agreement | Research and Development | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Upfront cash payment | 500,000 | ||||||||||||||||
Upfront and milestone payments | 41,000,000 | ||||||||||||||||
Milestone payments | 10,000,000 | 5,000,000 | 7,500,000 | ||||||||||||||
Sub-license fees incurred | 0 | 10,100,000 | 1,200,000 | $ 11,300,000 | |||||||||||||
WuXi Biologics License Agreement | Maximum | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Clinical, regulatory and commercialization milestone payments | $ 375,000,000 | ||||||||||||||||
Abmuno License Agreement | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Upfront and milestone payments | 14,600,000 | ||||||||||||||||
Clinical, regulatory and commercialization remaining milestone payments | 93,000,000 | ||||||||||||||||
Milestone expense | 5,000,000 | 3,000,000 | 0 | ||||||||||||||
Genentech | |||||||||||||||||
License And Collaboration Agreements [Line Items] | |||||||||||||||||
Development expense | $ 1,000,000 | $ 500,000 | $ 0 |
License and Collaboration Agr_7
License and Collaboration Agreements - Schedule of Payments Allocated to Performance Obligations (Details) - USD ($) $ in Thousands | Dec. 12, 2021 | Dec. 21, 2021 |
Allocation of transaction price | ||
Deferred revenues as of 12/21/2021 | $ 165,086 | |
Option payment for Domvanalimab | $ 275,000 | |
Option payment for Etrumadenant | 250,000 | |
Option payment for Quemliclustat | 200,000 | |
Total transaction price allocated to performance obligations | 890,086 | |
Allocation to performance obligations | ||
Domvanalimab license | 328,838 | |
Etrumadenant license and cooperative R&D activities | 218,722 | |
Quemliclustat license and cooperative R&D activities | 175,618 | |
Domvanalimab cooperative R&D activities | 34,528 | |
Zimberelimab cooperative R&D and commercial services | 11,243 | |
Access rights related to the Company's research and development pipeline | 84,076 | |
Material rights to option continuation periods | 37,061 | |
Total | $ 890,086 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 13, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||||
Capital stock shares authorized | 410,000,000 | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||
Net proceeds from public offering after deducting underwriting discounts, commissions and other offering expenses | $ 220,235 | $ 433,776 | |||
Common stock share value | $ 326,246 | ||||
Convertible Preferred Stock | |||||
Class Of Stock [Line Items] | |||||
Convertible preferred stock, shares outstanding | 0 | 0 | |||
Stock Purchase Agreement | Gilead | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued | 5,963,029 | 5,650,000 | 5,963,029 | ||
Shares issued, price per share | $ 33.54 | $ 39 | $ 33.54 | ||
Net proceeds from public offering after deducting underwriting discounts, commissions and other offering expenses | $ 107,500 | ||||
Common stock share value | 200,000 | $ 220,400 | $ 220,296 | $ 107,468 | |
Purchase price of common stock allocation to performance obligation | 90,600 | $ 90,600 | |||
Deferred offering expenses | $ 1,900 | ||||
May 2020 Public Offering | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued | 12,650,000 | ||||
Shares issued, price per share | $ 27.50 | ||||
Net proceeds from public offering after deducting underwriting discounts, commissions and other offering expenses | $ 326,200 | ||||
Base Shares | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued | 11,000,000 | ||||
Underwriters Option Exercise | |||||
Class Of Stock [Line Items] | |||||
Common stock shares issued | 1,650,000 |
Stock Plans and Stock-Based C_3
Stock Plans and Stock-Based Compensation - Additional Information (Details) - USD ($) | Jan. 01, 2022 | Jan. 01, 2019 | Mar. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Intrinsic value of shares exercised | $ 17,400,000 | $ 6,800,000 | $ 200,000 | ||||
Fair value of shares vested | $ 52,400,000 | $ 16,800,000 | $ 7,800,000 | ||||
Weighted-average grant date fair value of stock options granted | $ 22.05 | $ 11.57 | $ 6.33 | ||||
Options granted | 3,758,769 | ||||||
Common stock, shares outstanding | 70,781,736 | 65,114,685 | |||||
Share-based compensation, vested stock options | 37,250 | 31,986 | 372,774 | ||||
Description of expected term simplified method | The Company has opted to use the “simplified method” for estimating the expected term of options, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the option (generally 10 years). | ||||||
Expected term | 10 years | ||||||
Expected dividend yield | 0.00% | ||||||
Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value of RSUs granted | $ 34.05 | $ 27.77 | |||||
Total grant date fair value of shares granted | $ 0 | ||||||
Total grant date fair value of shares vested | $ 12,100,000 | $ 100,000 | $ 0 | ||||
Non-Employee Stock-Based Compensation | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares not vested and subject to repurchase | 1,291 | 21,165 | 308,596 | ||||
Stock based compensation expense | $ 200,000 | $ 700,000 | $ 900,000 | ||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized employee compensation costs | $ 102,900,000 | ||||||
Non-vested stock option recognized weighted average period | 2 years 6 months | ||||||
Expected term | 6 years 7 days | 6 years 7 days | 6 years 7 days | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||
2015 Stock Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares not vested and subject to repurchase | 9,946 | 165,133 | |||||
Cash received from early exercise of unvested options | $ 100,000 | $ 700,000 | |||||
Award vesting period | 48 months | ||||||
Total shares of authorized common stock reserved for future issuance | 709,558 | ||||||
2018 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares issued or transferred | 3,570,000 | ||||||
Total shares of authorized common stock reserved for future issuance | 2,226,271 | ||||||
2018 Equity Incentive Plan | Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares not vested and subject to repurchase | 1,076,088 | 738,650 | |||||
Weighted-average grant date fair value of RSUs granted | $ 34.05 | ||||||
2018 Equity Incentive Plan | Restricted Stock Units | Employees | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Vesting interval period | annually or quarterly | ||||||
2018 Equity Incentive Plan | Restricted Stock Units | Directors | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting interval period | annually | ||||||
2018 Equity Incentive Plan | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock reserved for issuance under evergreen provision | 2,831,269 | ||||||
2018 Equity Incentive Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock reserved for issuance under evergreen provision | 3,570,000 | ||||||
Percentage of common stock outstanding | 4.00% | ||||||
2020 Inducement Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of shares issued or transferred | 5,000,000 | 1,000,000 | 3,000,000 | ||||
Total shares of authorized common stock reserved for future issuance | 3,743,219 | ||||||
Shares issued | 2,288,000 | ||||||
2018 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Purchase date of fair market value trading days | 24 months | ||||||
Total shares of authorized common stock reserved for future issuance | 714,000 | 1,610,979 | |||||
2018 Employee Stock Purchase Plan | Subsequent Event | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares of common stock reserved for issuance under evergreen provision | 707,817 | ||||||
2018 Employee Stock Purchase Plan | Maximum | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Purchase price of common stock as percentage of market value | 85.00% | ||||||
Number of shares of common stock that may be purchased by an employee on any purchase date | 3,000 | ||||||
Number of shares that may be purchased in any calendar year | $ 25,000 | ||||||
Percentage of common stock shares outstanding | 1.00% | ||||||
Common stock, shares outstanding | 1,071,000 |
Stock Plans and Stock-Based C_4
Stock Plans and Stock-Based Compensation - Summary of Option Activity Includes Options Granted (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Shares Subject to Outstanding Options | |
Beginning balance | shares | 9,892,697 |
Options granted | shares | 3,758,769 |
Options exercised | shares | (680,755) |
Options forfeited or canceled | shares | (950,799) |
Ending balance | shares | 12,019,912 |
Options vested and expected to vest as of December 31, 2021 | shares | 12,019,912 |
Options exercisable as of December 31, 2021 | shares | 5,158,246 |
Weighted Average Exercise Price Per Share | |
Beginning balance | $ / shares | $ 13.88 |
Options granted | $ / shares | 33.03 |
Options exercised | $ / shares | 13.68 |
Options forfeited or canceled | $ / shares | 19.08 |
Ending balance | $ / shares | 19.46 |
Options vested and expected to vest as of December 31, 2021 | $ / shares | 19.46 |
Options exercisable as of December 31, 2021 | $ / shares | $ 14.55 |
Weighted Average Remaining Contractual Term (in years) | 8 years 7 days |
Options vested and expected to vest, Weighted Average Remaining Contractual Term (in years) | 8 years 7 days |
Options exercisable, Weighted Average Remaining Contractual Term (in years) | 7 years 1 month 24 days |
Aggregate Intrinsic Value | $ | $ 253,620 |
Options vested and expected to vest, Aggregate Intrinsic Value | $ | 253,620 |
Options exercisable, Aggregate Intrinsic Value | $ | $ 133,742 |
Stock Plans and Stock-Based C_5
Stock Plans and Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted Average Grant Date Fair Value | ||
RSUs granted | $ 34.05 | $ 27.77 |
2018 Equity Incentive Plan | ||
Total Restricted Stock Units | ||
Nonvested at December 31, 2020 | 738,650 | |
RSUs granted | 932,362 | |
RSUs vested | (382,183) | |
RSUs forfeited or canceled | (212,741) | |
Nonvested at December 31, 2021 | 1,076,088 | 738,650 |
Weighted Average Grant Date Fair Value | ||
Nonvested at December 31, 2020 | $ 27.84 | |
RSUs granted | 34.05 | |
RSUs vested | 31.60 | |
RSUs forfeited or canceled | 26.06 | |
Nonvested at December 31, 2021 | $ 32.23 | $ 27.84 |
Stock Plans and Stock-Based C_6
Stock Plans and Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - Employee And Non Employee - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 54,528 | $ 21,825 | $ 8,981 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | 28,302 | 11,195 | 4,152 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total stock-based compensation | $ 26,226 | $ 10,630 | $ 4,829 |
Stock Plans and Stock-Based C_7
Stock Plans and Stock-Based Compensation - Assumptions used to Calculate Fair Value of Stock-Based Compensation (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Expected term (in years) | 10 years | ||
Dividend yield | 0.00% | ||
Employee Stock Option | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Risk-free interest rate, minimum | 1.00% | 0.40% | 1.60% |
Risk-free interest rate, maximum | 1.40% | 0.50% | 2.30% |
Expected term (in years) | 6 years 7 days | 6 years 7 days | 6 years 7 days |
Volatility, minimum | 75.30% | 76.50% | 71.80% |
Volatility, maximum | 77.60% | 78.50% | 74.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
ESPP | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Risk-free interest rate, minimum | 0.00% | 0.10% | 1.60% |
Risk-free interest rate, maximum | 0.60% | 0.20% | 2.30% |
Volatility, minimum | 61.20% | 66.60% | 64.80% |
Volatility, maximum | 95.70% | 136.00% | 77.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | ESPP | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Expected term (in years) | 6 months | 6 months | 6 months |
Maximum | ESPP | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Expected term (in years) | 2 years | 2 years | 2 years |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net income (loss) | $ 52,830 | $ (122,858) | $ (84,710) |
Denominator: | |||
Weighted-average common shares outstanding | 70,328,234 | 56,354,059 | 45,385,489 |
Less: weighted-average common shares subject to vesting | (982,744) | (1,566,941) | (1,559,498) |
Weighted-average common shares used to compute basic net income (loss) per share | 69,345,490 | 54,787,118 | 43,825,991 |
Weighted-average common shares used to compute diluted net income (loss) per share | 73,966,267 | 54,787,118 | 43,825,991 |
Net income (loss) per share, basic | $ 0.76 | $ (2.24) | $ (1.93) |
Net income (loss) per share, diluted | $ 0.71 | $ (2.24) | $ (1.93) |
Stock Options | |||
Denominator: | |||
Dilutive Effect of Share-based awards | 4,054,142 | ||
Restricted Stock Units | |||
Denominator: | |||
Dilutive Effect of Share-based awards | 566,635 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Outstanding Potentially Dilutive Securities Excluded from Computation of Diluted Net Income (Loss) per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 4,616,019 | 12,072,350 | 6,450,813 |
Common Stock Options Issued and Outstanding | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 4,512,973 | 9,892,697 | 4,738,004 |
Restricted Stock Units Issued | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 738,650 | ||
Unvested Early Exercised Common Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 165,133 | 455,158 | |
Employee Stock Purchase Plan Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 103,046 | 18,219 | |
Unvested Restricted Stock Issued as Part of Collaboration Agreement | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of diluted net loss per share | 1,257,651 | 1,257,651 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 53,898 | $ (123,318) | $ (85,141) |
Foreign | 747 | 460 | 431 |
Income (loss) before income taxes | $ 54,645 | $ (122,858) | $ (84,710) |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Components of Provision for Income Taxes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Current | |
Federal | $ 1,252 |
State | 563 |
Total income tax expense | $ 1,815 |
Provision for Income Taxes - _3
Provision for Income Taxes - Schedule of Effective Tax Rate of Provision for Income Taxes Differs from Federal Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 0.81% | 0.00% | 0.00% |
Equity investment | (4.07%) | 4.15% | 0.00% |
Research and development credits | (11.91%) | 3.10% | 0.00% |
Change in valuation allowance | (2.55%) | (27.35%) | (19.65%) |
Stock based compensation | (0.75%) | (0.18%) | (1.28%) |
Non-deductible expenses and other | 0.79% | (0.72%) | (0.07%) |
Provision for income taxes | 3.32% | 0.00% | 0.00% |
Provision for Income Taxes - _4
Provision for Income Taxes - Schedule of Significant Components of Deferred Tax Assets for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 24,183 | $ 54,526 |
Research and development credits carryforwards | 13,288 | 11,209 |
Stock-based compensation | 9,857 | 3,828 |
Depreciation | 6,140 | 9,068 |
Deferred Revenue | 23,557 | 2,407 |
Lease liability | 25,389 | 3,831 |
Other | 3,478 | 2,062 |
Total deferred tax assets | 105,892 | 86,931 |
Deferred tax liabilities: | ||
Right-of-use assets | (22,800) | (2,704) |
Total deferred tax liabilities | (22,800) | (2,704) |
Less valuation allowance | $ (83,092) | $ (84,227) |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Line Items] | |||
Valuation allowance increased (decreased) value | $ (1,100,000) | $ 33,800,000 | $ 19,700,000 |
Net operating loss carryforwards amount with no expiration date | 110,500,000 | ||
Interest or penalties accrued | 0 | 0 | |
Liability related to uncertain tax positions | 0 | ||
Reserve for unrecognized tax benefits | 5,428,000 | $ 3,153,000 | $ 2,165,000 |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | ||
Federal | Earliest Tax Year | U.S. | |||
Income Taxes [Line Items] | |||
Open tax year | 2015 | ||
Federal | Latest Tax Year | U.S. | |||
Income Taxes [Line Items] | |||
Open tax year | 2020 | ||
Federal | Research | |||
Income Taxes [Line Items] | |||
Research tax credits | $ 11,700,000 | ||
Research tax credits, expiration year | 2035 | ||
State | |||
Income Taxes [Line Items] | |||
Net operating loss carryforwards | $ 13,000,000 | ||
Net operating loss carryforwards, expiration year | 2035 | ||
State | Earliest Tax Year | California | |||
Income Taxes [Line Items] | |||
Open tax year | 2015 | ||
State | Latest Tax Year | California | |||
Income Taxes [Line Items] | |||
Open tax year | 2020 | ||
State | Research | |||
Income Taxes [Line Items] | |||
Research tax credits | $ 8,300,000 | ||
Foreign Tax Authority | Earliest Tax Year | Australian Taxation Office | |||
Income Taxes [Line Items] | |||
Open tax year | 2017 | ||
Foreign Tax Authority | Latest Tax Year | Australian Taxation Office | |||
Income Taxes [Line Items] | |||
Open tax year | 2020 |
Provision for Income Taxes - Su
Provision for Income Taxes - Summary of Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 3,153 | $ 2,165 |
Additions (decreases) for tax positions taken in a prior year | (50) | (258) |
Additions for tax positions taken in current year | 2,325 | 1,246 |
Ending balance | $ 5,428 | $ 3,153 |
Commitments - Additional Inform
Commitments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase commitments cancellation notice period | 30 days | |
Liabilities for Indemnification rights and agreements | $ 0 | $ 0 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) $ in Thousands | Jul. 13, 2020 | Jan. 31, 2022 | Feb. 28, 2021 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||
Issuance of common stock | $ 326,246 | ||||||
Receivable from collaboration partners, current | $ 744,595 | 1,049 | |||||
Related party, deferred revenue - noncurrent | 462,217 | 127,511 | |||||
Related party, deferred revenue - current | 96,981 | 67,571 | |||||
Research and Development | |||||||
Related Party Transaction [Line Items] | |||||||
Reimbursed under cost-sharing provisions of arrangement | $ 24,891 | 3,446 | $ 0 | ||||
Gilead | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of outstanding common stock held | 19.50% | ||||||
Value of common stock issued | $ 56,700 | ||||||
Number of shares issued | 2,200,000 | ||||||
Gilead | Subsequent Event | |||||||
Related Party Transaction [Line Items] | |||||||
Option payments received | $ 725,000 | ||||||
Gilead | Receivable for Option Exercise Payments | |||||||
Related Party Transaction [Line Items] | |||||||
Receivable from collaboration partners, current | $ 725,000 | ||||||
Gilead | Cost Sharing Receivable | |||||||
Related Party Transaction [Line Items] | |||||||
Receivable from collaboration partners, current | 19,500 | ||||||
Related party, deferred revenue - noncurrent | 462,200 | ||||||
Related party, deferred revenue - current | 97,000 | ||||||
Gilead | Research and Development | |||||||
Related Party Transaction [Line Items] | |||||||
Reimbursed under cost-sharing provisions of arrangement | 24,900 | 3,400 | |||||
Gilead | Gilead Collaboration Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue recognized | 360,900 | $ 70,500 | |||||
Gilead | Stock Purchase Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Issuance of common stock, shares | 5,963,029 | 5,650,000 | |||||
Issuance of common stock | $ 327,800 | ||||||
Gilead | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Right to purchase additional outstanding voting common stock percentage | 35.00% |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan, percentage of employee compensation allowed to be contributed | 100.00% | ||
Defined contribution plan, cost | $ 700,000 | $ 0 | $ 0 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2022USD ($) | |
Amended Gilead Collaboration Agreement | Subsequent Event | |
Subsequent Event [Line Items] | |
Option payments received in January 2022 | $ 725 |