Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 05, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CTIC | ||
Entity Registrant Name | CTI BIOPHARMA CORP | ||
Entity Central Index Key | 891293 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 180,255,852 | ||
Entity Public Float | $330,945,510 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $70,933 | $71,639 |
Accounts receivable, net | 2,011 | 235 |
Inventory | 4,182 | 5,074 |
Prepaid expenses and other current assets | 3,379 | 3,567 |
Total current assets | 80,505 | 80,515 |
Property and equipment, net | 4,646 | 5,478 |
Other assets | 7,136 | 7,730 |
Total assets | 92,287 | 93,723 |
Current liabilities: | ||
Accounts payable | 6,356 | 5,051 |
Accrued expenses | 19,734 | 9,469 |
Warrant liability | 0 | 991 |
Current portion of deferred revenue | 826 | 1,010 |
Current portion of long-term debt | 9,014 | 3,155 |
Other current liabilities | 410 | 393 |
Total current liabilities | 36,340 | 20,069 |
Deferred revenue, less current portion | 1,779 | 1,626 |
Long-term debt, less current portion | 8,363 | 10,152 |
Other liabilities | 5,882 | 5,657 |
Total liabilities | 52,364 | 37,504 |
Commitments and contingencies | ||
Common stock purchase warrants | 1,445 | 13,461 |
Shareholders' equity: | ||
Common stock, no par value: Authorized shares - 215,000,000 Issued and outstanding shares - 176,761,099 and 145,508,767 at December 31, 2014 and 2013, respectively | 2,023,949 | 1,933,305 |
Accumulated other comprehensive loss | -6,499 | -8,429 |
Accumulated deficit | -1,975,695 | -1,879,703 |
Total CTI shareholders' equity | 41,755 | 45,173 |
Noncontrolling interest | -3,277 | -2,415 |
Total shareholders' equity | 38,478 | 42,758 |
Total liabilities and shareholders' equity | $92,287 | $93,723 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ||
Common stock, no par value | ||
Common Stock, Authorized shares | 215,000,000 | 215,000,000 |
Common Stock, Issued shares | 176,761,099 | 145,508,767 |
Common Stock, outstanding shares | 176,761,099 | 145,508,767 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Product sales, net | $6,909 | $2,314 | $0 |
License and contract revenue | 53,168 | 32,364 | 0 |
Total revenues | 60,077 | 34,678 | 0 |
Operating costs and expenses: | |||
Cost of product sold | 895 | 137 | 0 |
Research and development | 64,596 | 33,624 | 33,201 |
Selling, general and administrative | 56,241 | 42,288 | 38,244 |
Acquired in-process research and development | 21,859 | 0 | 29,108 |
Settlement expense | 0 | 155 | 944 |
Other operating expense | 2,719 | 0 | 0 |
Total operating costs and expenses | 146,310 | 76,204 | 101,497 |
Loss from operations | -86,233 | -41,526 | -101,497 |
Non-operating income (expense): | |||
Interest expense | -1,947 | -1,026 | -56 |
Amortization of debt discount and issuance costs | -729 | -513 | 0 |
Foreign exchange gain (loss) | -4,435 | 61 | 344 |
Other non-operating expense | -885 | -546 | -478 |
Total non-operating expense, net | -7,996 | -2,024 | -190 |
Net loss before noncontrolling interest | -94,229 | -43,550 | -101,687 |
Noncontrolling interest | 862 | 807 | 313 |
Net loss attributable to CTI | -93,367 | -42,743 | -101,374 |
Deemed dividends on preferred stock | -2,625 | -6,900 | -13,901 |
Net loss attributable to common shareholders | ($95,992) | ($49,643) | ($115,275) |
Basic and diluted net loss per common share | ($0.65) | ($0.43) | ($1.98) |
Shares used in calculation of basic and diluted net loss per common share | 148,531 | 114,195 | 58,125 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss before noncontrolling interest | ($94,229) | ($43,550) | ($101,687) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 1,998 | 31 | -168 |
Net unrealized loss on securities available-for-sale | -68 | -187 | -70 |
Other comprehensive income (loss) | 1,930 | -156 | -238 |
Comprehensive loss | -92,299 | -43,706 | -101,925 |
Comprehensive loss attributable to noncontrolling interest | 862 | 807 | 313 |
Comprehensive loss attributable to CTI | ($91,437) | ($42,899) | ($101,612) |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Preferred Stock | Common Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Series 14 Preferred Stock | Series 14 Preferred Stock | Series 15 Preferred Stock | Series 15 Preferred Stock | Series 15 Preferred Stock | Series 16 Preferred Stock | Series 16 Preferred Stock | Series 16 Preferred Stock | Series 17 Preferred Stock | Series 17 Preferred Stock | Series 17 Preferred Stock | Series 18 Preferred Stock | Series 18 Preferred Stock | Series 18 Preferred Stock | Series 19 Preferred Stock | Series 19 Preferred Stock | Series 19 Preferred Stock | Series 20 Preferred Stock | Series 20 Preferred Stock | Series 20 Preferred Stock | Series 21 Preferred Stock | Series 21 Preferred Stock | Series 21 Preferred Stock |
In Thousands, except Share data | Preferred Stock | Common Stock | Preferred Stock | Common Stock | Preferred Stock | Common Stock | Preferred Stock | Common Stock | Preferred Stock | Common Stock | Preferred Stock | Common Stock | Preferred Stock | Common Stock | Preferred Stock | Common Stock | |||||||||||||
Beginning Balance at Dec. 31, 2011 | $28,009 | $6,736 | $1,744,801 | ($1,714,785) | ($8,035) | ($708) | |||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2011 | 10,000 | 40,614,000 | |||||||||||||||||||||||||||
Conversion of preferred stock to common stock | -6,736 | 6,736 | -15,442 | 15,442 | -11,240 | 11,240 | -54,538 | 54,538 | |||||||||||||||||||||
Conversion of preferred stock to common stock (in shares) | -10,000 | 1,739,000 | -35,000 | 9,042,000 | -15,000 | 2,521,000 | 42,900,000 | -60,000 | 42,857,000 | ||||||||||||||||||||
Stock Issued | 15,442 | 15,442 | 11,240 | 11,240 | 54,538 | 54,538 | |||||||||||||||||||||||
Stock Issued (in shares) | 35,000 | 15,000 | 60,000 | ||||||||||||||||||||||||||
Value of beneficial conversion features related to preferred stock | 13,901 | 13,901 | |||||||||||||||||||||||||||
Exercise or exchange of common stock purchase warrants | 17,798 | 17,798 | |||||||||||||||||||||||||||
Exercise or exchange of common stock purchase warrants (in shares) | 9,687,000 | ||||||||||||||||||||||||||||
Equity-based compensation | 7,938 | 7,938 | |||||||||||||||||||||||||||
Equity-based compensation (in shares) | 3,390,000 | ||||||||||||||||||||||||||||
Noncontrolling interest | -313 | 587 | -900 | ||||||||||||||||||||||||||
Other | -96 | -96 | |||||||||||||||||||||||||||
Other (Shares) | -26,000 | ||||||||||||||||||||||||||||
Deemed dividends on preferred stock | -13,901 | -13,901 | -400 | ||||||||||||||||||||||||||
Net loss for the year ended | -101,374 | -101,374 | |||||||||||||||||||||||||||
Other comprehensive loss | -238 | -238 | |||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2012 | 32,944 | 1,872,885 | -1,830,060 | -8,273 | -1,608 | ||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2012 | 109,824,000 | ||||||||||||||||||||||||||||
Conversion of preferred stock to common stock | -14,859 | 14,859 | -29,840 | 29,840 | |||||||||||||||||||||||||
Conversion of preferred stock to common stock (in shares) | -15,000 | 15,000,000 | -30,000 | 15,674,000 | |||||||||||||||||||||||||
Stock Issued | 14,859 | 14,859 | 29,840 | 29,840 | |||||||||||||||||||||||||
Stock Issued (in shares) | 15,000 | 30,000 | |||||||||||||||||||||||||||
Value of beneficial conversion features related to preferred stock | 6,900 | 6,900 | |||||||||||||||||||||||||||
Equity-based compensation | 9,066 | 9,066 | |||||||||||||||||||||||||||
Equity-based compensation (in shares) | 5,207,000 | ||||||||||||||||||||||||||||
Noncontrolling interest | -807 | -807 | |||||||||||||||||||||||||||
Other | -245 | -245 | |||||||||||||||||||||||||||
Other (Shares) | -196,000 | ||||||||||||||||||||||||||||
Deemed dividends on preferred stock | -6,900 | -6,900 | -6,900 | ||||||||||||||||||||||||||
Net loss for the year ended | -42,743 | -42,743 | |||||||||||||||||||||||||||
Other comprehensive loss | -156 | -156 | |||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2013 | 42,758 | 1,933,305 | -1,879,703 | -8,429 | -2,415 | ||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2013 | 145,509,000 | ||||||||||||||||||||||||||||
Conversion of preferred stock to common stock | -21,486 | 21,486 | -32,342 | 32,342 | |||||||||||||||||||||||||
Conversion of preferred stock to common stock (in shares) | -9,000 | 9,000,000 | 17,500,000 | -35,000 | 17,500,000 | ||||||||||||||||||||||||
Stock Issued | 21,486 | 21,486 | 32,342 | 32,342 | |||||||||||||||||||||||||
Stock Issued (in shares) | 9,000 | 35,000 | |||||||||||||||||||||||||||
Value of beneficial conversion features related to preferred stock | 2,625 | 2,625 | |||||||||||||||||||||||||||
Exercise or exchange of common stock purchase warrants | 1,877 | 1,877 | |||||||||||||||||||||||||||
Exercise or exchange of common stock purchase warrants (in shares) | 491,000 | ||||||||||||||||||||||||||||
Equity-based compensation | 20,196 | 20,196 | |||||||||||||||||||||||||||
Equity-based compensation (in shares) | 4,130,000 | ||||||||||||||||||||||||||||
Stock option exercises | 272 | 272 | |||||||||||||||||||||||||||
Stock option exercises (in shares) | 183,000 | ||||||||||||||||||||||||||||
Noncontrolling interest | -862 | -862 | |||||||||||||||||||||||||||
Expiry of mezzanine equity | 12,016 | 12,016 | |||||||||||||||||||||||||||
Other | -170 | -170 | |||||||||||||||||||||||||||
Other (Shares) | -52,000 | ||||||||||||||||||||||||||||
Deemed dividends on preferred stock | -2,625 | -2,625 | -2,600 | ||||||||||||||||||||||||||
Net loss for the year ended | -93,367 | -93,367 | |||||||||||||||||||||||||||
Other comprehensive loss | 1,930 | 1,930 | |||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | $38,478 | $2,023,949 | ($1,975,695) | ($6,499) | ($3,277) | ||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 176,761,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net loss | ($94,229) | ($43,550) | ($101,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Acquired in-process research and development | 21,859 | 0 | 29,108 |
Share-based compensation expense | 20,196 | 9,066 | 7,938 |
Depreciation and amortization | 1,100 | 1,570 | 2,346 |
Noncash interest expense | 729 | 513 | 0 |
Change in value of warrant liability | 886 | ||
Provision for VAT assessments | 600 | -3,402 | |
Other | -374 | 365 | 5 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -1,980 | -227 | |
Inventory | 305 | -3,254 | -1,586 |
Prepaid expenses and other current assets | 46 | 4,530 | -3,759 |
Other assets | -356 | -846 | 1,495 |
Accounts payable | 1,454 | -5,774 | 3,123 |
Accrued expenses and other | 10,250 | -834 | -885 |
Deferred revenue | -31 | 2,636 | |
Other liabilities | -5 | -25 | 4,528 |
Total adjustments | 54,679 | 7,720 | 38,911 |
Net cash used in operating activities | -39,550 | -35,830 | -62,776 |
Investing activities | |||
Purchases of property and equipment | -333 | -1,657 | -2,937 |
Proceeds from sales of property and equipment | 123 | ||
Cash paid for acquisition of assets from S*BIO Pte Ltd. | -17,764 | ||
Other | -208 | ||
Net cash used in investing activities | -541 | -1,534 | -20,701 |
Financing activities | |||
Issuance of long-term debt, net | 4,963 | 14,501 | |
Repayment of long-term debt | -1,526 | ||
Other | 102 | -244 | -214 |
Net cash provided by financing activities | 36,026 | 58,972 | 87,216 |
Effect of exchange rate changes on cash and cash equivalents | 3,359 | -405 | -355 |
Net increase (decrease) in cash and cash equivalents | -706 | 21,203 | 3,384 |
Cash and cash equivalents at beginning of year | 71,639 | 50,436 | 47,052 |
Cash and cash equivalents at end of year | 70,933 | 71,639 | 50,436 |
Supplemental disclosure of cash flow information | |||
Cash paid during the period for interest | 1,894 | 933 | 16 |
Supplemental disclosure of noncash financing and investing activities | |||
Issuance of common stock upon exercise or exchange of common stock purchase warrants | 1,877 | 17,798 | |
Series 14 Preferred Stock | |||
Financing activities | |||
Cash paid for issuance costs | -170 | ||
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 6,736 | ||
Series 15 Preferred Stock and Warrants | |||
Financing activities | |||
Proceeds from issuance of equity and warrants, net of issuance costs | 32,856 | ||
Series 17 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of equity, net of issuance costs | -105 | 54,744 | |
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 54,538 | ||
Series 18 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of equity, net of issuance costs | 14,859 | ||
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 14,859 | ||
Series 19 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of equity, net of issuance costs | -28 | 29,961 | |
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 29,840 | ||
Series 20 Preferred Stock | |||
Financing activities | |||
Cash paid for issuance costs | -106 | ||
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 21,486 | ||
Issuance of preferred stock for acquisition | 21,600 | ||
Series 21 Preferred Stock | |||
Financing activities | |||
Proceeds from issuance of equity, net of issuance costs | 32,621 | ||
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 32,342 | ||
Series 15 Preferred Stock | |||
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 15,442 | ||
Series 16 Preferred Stock | |||
Supplemental disclosure of noncash financing and investing activities | |||
Conversion of preferred stock to common stock | 11,240 | ||
Issuance of preferred stock for acquisition | $11,344 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Description of Business and Summary of Significant Accounting Policies | 1 | Description of Business and Summary of Significant Accounting Policies |
CTI BioPharma Corp., also referred to in this Annual Report on Form 10-K as CTI, the “Company,” “we,” “us” or “our,” is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with partners. We are currently concentrating our efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, we are primarily focused on commercializing PIXUVRI® (pixantrone), or PIXUVRI, in the European Union, or the E.U., for multiply relapsed or refractory aggressive B-cell non-Hodgkin lymphoma, and conducting a Phase 3 clinical trial program of pacritinib for the treatment of adult patients with myelofibrosis to support regulatory submission for approval in the United States, or the U.S., and Europe. We are also evaluating pacritinib in earlier clinical trials as treatment for other blood-related cancers. | ||
We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration, or the FDA, in the U.S., the European Medicines Agency, or the EMA, in the E.U. and comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain, may take many years and may involve expenditure of substantial resources. | ||
Principles of Consolidation | ||
The consolidated financial statements include the accounts of CTI and its wholly-owned subsidiaries, which include Systems Medicine LLC and CTI Life Sciences Limited, or CTILS. CTILS opened a branch in Italy in December 2009. We also retain ownership of our branch, Cell Therapeutics Inc.—Sede Secondaria, or CTI (Europe); however, we ceased operations related to this branch in September 2009. In addition, CTI Commercial LLC, a wholly-owned subsidiary, was included in the consolidated financial statements until dissolution in March 2012. | ||
As of December 31, 2014, we also had a 61% interest in our majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus. The remaining interest in Aequus not held by CTI is reported as noncontrolling interest in the consolidated financial statements. | ||
All intercompany transactions and balances are eliminated in consolidation. | ||
Reverse Stock-Splits | ||
On September 2, 2012, we effected a one-for-five reverse stock split, referred to as the Stock Split. Unless otherwise noted, all impacted amounts included in the consolidated financial statements and notes thereto have been retroactively adjusted for the Stock Split. Unless otherwise noted, impacted amounts include shares of common stock authorized and outstanding, share issuances and cancellations, shares underlying preferred stock, convertible notes, warrants and stock options, shares reserved, conversion prices of convertible securities, exercise prices of warrants and options, and loss per share. Additionally, the Stock Split impacted preferred stock authorized (but not outstanding because there were no shares of preferred stock outstanding as of the time of the applicable reverse stock split). | ||
Liquidity | ||
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed consolidated financial statements. However, we believe that our present financial resources, together with additional milestone payments projected to be received under certain of our contractual agreements, our ability to control costs and expected net sales of PIXUVRI, will only be sufficient to fund our operations through mid-third quarter of 2015. This raises substantial doubt about our ability to continue as a going concern. Further, we have incurred net losses since inception and expect to generate losses for the next few years primarily due to research and development costs for pacritinib, PIXUVRI, Opaxio and tosedostat. Our available cash and cash equivalents were $70.9 million as of December 31, 2014. | ||
Accordingly, we will need to raise additional funds. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If we fail to obtain additional capital when needed, we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our selling, general and administrative expenses, be unable to attract and retain highly qualified personnel, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. For example, estimates include assumptions used in calculating reserves for sales deductions such as rebates and returns of product sold, allowances for credit losses, excess and obsolete inventory, share-based compensation expense, the allocation of our operating expenses, the allocation of purchase price to acquired assets and liabilities, restructuring charges and our liability for excess facilities, our provision for loss contingencies, the useful lives of fixed assets, the fair value of our financial instruments, our tax provision and related valuation allowance, and determining potential impairment of long-lived assets. Actual results could differ from those estimates. | ||
Certain Risks and Uncertainties | ||
Our results of operations are subject to foreign currency exchange rate fluctuations primarily due to our activity in Europe. We report the results of our operations in U.S. dollars, while the functional currency of our foreign subsidiaries is the euro. As the net positions of our unhedged foreign currency transactions fluctuate, our earnings might be negatively affected. In addition, the reported carrying value of our euro-denominated assets and liabilities that remain in our European branches and subsidiaries will be affected by fluctuations in the value of the U.S. dollar as compared to the euro. We review our foreign currency risk periodically along with hedging options to mitigate such risk. | ||
Financial instruments which potentially subject us to concentrations of credit risk consist of accounts receivable. The Company has accounts receivable from the sale of PIXUVRI from a small number of distributors and health care providers. Further, the Company does not require collateral on amounts due from its distributors and is therefore subject to credit risk. The Company has not experienced any significant credit losses to date as a result of credit risk concentration. | ||
Additionally, see Note 16, Customer and Geographic Concentrations, for further concentration disclosure. | ||
Concentrations | ||
We source our drug products for commercial operations and clinical trials from a concentrated group of third party contractors. If we are unable to obtain sufficient quantities of source materials, manufacture or distribute our products to customers from existing suppliers and service providers, or if we were unable to obtain the materials or services from other suppliers, manufacturers or distributors, certain research and development and sales activities may be delayed. | ||
Cash and Cash Equivalents | ||
We consider all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value. | ||
Accounts Receivable | ||
Our accounts receivable balance includes trade receivables related to PIXUVRI sales. We estimate an allowance for doubtful accounts based upon the age of outstanding receivables and our historical experience of collections, which includes adjustments for risk of loss for specific customer accounts. We periodically review the estimation process and make changes to our assumptions as necessary. When it is deemed probable that a customer account is uncollectible, the account balance is written off against the existing allowance. We also consider the customers’ country of origin to determine if an allowance is required. We continue to monitor economic conditions, including the volatility associated with international economies, the sovereign debt crisis in certain European countries and associated impacts on the financial markets and our business. As of December 31, 2014 and 2013, our accounts receivable did not include any balance from a customer in a country that has exhibited financial stress that would have had a material impact on our financial results. We recorded an allowance for doubtful accounts of $0.1 million as of December 31, 2014. There was no allowance for doubtful accounts as of December 31, 2013. | ||
Value Added Tax Receivable | ||
Our European operations are subject to a value added tax, or VAT, which is usually applied to all goods and services purchased and sold throughout Europe. The VAT receivable is approximately $4.9 million and $5.5 million as of December 31, 2014 and 2013, of which $4.7 million and $5.4 million is included in other assets and $0.2 million and $0.1 million is included in prepaid expenses and other current assets as of December 31, 2014 and 2013, respectively. The collection period of VAT receivable for our European operations ranges from approximately three months to five years. For our Italian VAT receivable, the collection period is approximately three to five years. As of December 31, 2014, the VAT receivable related to operations in Italy is approximately $4.8 million. We review our VAT receivable balance for impairment whenever events or changes in circumstances indicate the carrying amount might not be recoverable. | ||
Inventory | ||
We began capitalizing costs related to the production of PIXUVRI in February 2012 upon receiving a positive opinion for conditional approval by the EMA’s Committee for Medicinal Products for Human Use, at which time the likelihood of receiving conditional approval to market PIXUVRI in the E.U. was deemed probable. Production costs for our other product candidates continue to be charged to research and development expense as incurred prior to regulatory approval or until our estimate for regulatory approval becomes probable. We carry inventory at the lower of cost or market. The cost of finished goods and work in process is determined using the standard-cost method, which approximates actual cost based on a first-in, first-out method. Inventory includes the cost of materials, third party contract manufacturing and overhead costs, quality control costs and shipping costs from the manufacturers to the final distribution warehouse associated with the production and distribution of PIXUVRI. We regularly review our inventories for obsolescence and reserves are established when necessary. Estimates of excess inventory consider our projected sales of the product and the remaining shelf lives of product. In the event we identify excess, obsolete or unsaleable inventory, the value is written down to the net realizable value. | ||
Property and Equipment | ||
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation commences at the time assets are placed in service. We calculate depreciation using the straight-line method over the estimated useful lives of the assets ranging from three to five years for assets other than leasehold improvements. We amortize leasehold improvements over the lesser of their useful life of 10 years or the term of the applicable lease. | ||
Impairment of Long-lived Assets | ||
We review our long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its estimated fair value based on fair market values. | ||
Leases | ||
We analyze leases at the inception of the agreement to classify as either an operating or capital lease. On certain of our lease agreements, the terms include rent holidays, rent escalation clauses and incentives for leasehold improvements. We recognize deferred rent relating to incentives for rent holidays and leasehold improvements and amortize the deferred rent over the term of the leases as a reduction of rent expense. For rent escalation clauses, we recognize rent expense on a straight-line basis equal to the amount of total minimum lease payments over the term of the lease. | ||
Acquisitions | ||
We account for acquired businesses using the acquisition method of accounting, which requires that most assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. Any excess of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill, and the fair value of the acquired in-process research and development, or IPR&D, is recorded on the balance sheet. If the acquired net assets do not constitute a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. | ||
Fair Value Measurement | ||
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: | ||
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities. | ||
Level 2 - Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, or other inputs that are observable directly or indirectly. | ||
Level 3 - Unobservable inputs that are supported by little or no market activity, requiring an entity to develop its own assumptions. | ||
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | ||
At December 31, 2014 and 2013, the carrying value of financial instruments such as receivables and payables approximated their fair values due to their short-term maturities. The carrying value of our long-term debt approximated its fair value at December 31, 2014 and 2013 based on borrowing rates for similar loans and maturities. | ||
Contingencies | ||
We record liabilities associated with loss contingencies to the extent that we conclude the occurrence of the contingency is probable and that the amount of the related loss is reasonably estimable. We record income from gain contingencies only upon the realization of assets resulting from the favorable outcome of the contingent event. See Note 12, Collaboration, Licensing and Milestone Agreements and Note 19, Legal Proceedings, for further information regarding our current gain and loss contingencies. | ||
Revenue Recognition | ||
We currently have conditional approval to market PIXUVRI in the E.U. Revenue is recognized when there is persuasive evidence of the existence of an agreement, delivery has occurred, prices are fixed or determinable, and collectability is assured. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria under the provision are met. | ||
Product Sales | ||
We sell PIXUVRI through a limited number of distributors and directly to health care providers in Austria, Denmark, Finland, Germany, Norway, Sweden and the U.K. We generally record product sales upon receipt of the product by the health care providers and certain distributors at which time title and risk of loss pass. Product sales are recorded net of distributor discounts, estimated government-mandated rebates, trade discounts, and estimated product returns. Reserves are established for these deductions and actual amounts incurred are offset against the applicable reserves. We reflect these reserves as either a reduction in the related account receivable or as an accrued liability depending on the nature of the sales deduction. These estimates are periodically reviewed and adjusted as necessary. | ||
Government-mandated discounts and rebates | ||
Our products are subject to certain programs with government entities in the E.U. whereby pricing on products is discounted below distributor list price to participating health care providers. These discounts are provided to participating health care providers either at the time of sale or through a claim by the participating health care providers for a rebate. Due to estimates and assumptions inherent in determining the amount of government discounts and rebates, the actual amount of future claims may be different from our estimates, at which time we would adjust our reserves accordingly. | ||
Product returns and other deductions | ||
At the time of sale, we also record estimates for certain sales deductions such as product returns and distributor discounts and incentives. We offer certain distributors a limited right of return or replacement of product that is damaged in certain instances. When we cannot reasonably estimate the amount of future product returns and/or other sales deductions, we do not recognize revenue until the risk of product return and additional sales deductions have been substantially eliminated. | ||
Collaboration agreements | ||
We evaluate collaboration agreements to determine whether the multiple elements and associated deliverables can be considered separate units of accounting in accordance with ASC 605-25 Revenue Recognition—Multiple-Element Arrangements. If it is determined that the deliverables under the collaboration agreement are a single unit of accounting, all amounts received or due, including any upfront payments, are recognized as revenue over the performance obligation periods of each agreement. Following the completion of the performance obligation period, such amounts will be recognized as revenue when collectability is reasonably assured. | ||
The assessment of multiple element arrangements requires judgment in order to determine the allocation of revenue to each deliverable and the appropriate point in time, or period of time, that revenue should be recognized. In order to account for these agreements, we identify deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on whether certain criteria are met, including whether the delivered element has standalone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. | ||
Milestone payments under the collaboration agreement are generally aggregated into three categories for reporting purposes: (i) development milestones, (ii) regulatory milestones, and (iii) sales milestones. Development milestones are typically payable when a product candidate initiates or advances into different clinical trial phases. Regulatory milestones are typically payable upon submission for marketing approval with the FDA, or with the regulatory authorities of other countries, or on receipt of actual marketing approvals for the compound or for additional indications. Sales milestones are typically payable when annual sales reach certain levels. | ||
At the inception of each agreement that includes milestone payments, we evaluate whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. We evaluate factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Non-refundable development and regulatory milestones that are expected to be achieved as a result of our efforts during the period of substantial involvement are considered substantive and are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. | ||
Cost of Product Sold | ||
Cost of product sold includes third party manufacturing costs, shipping costs, contractual royalties, and other costs of PIXUVRI product sold. Cost of product sold also includes any necessary allowances for excess inventory that may expire and become unsalable. We did not record an allowance for excess inventory as of December 31, 2014 and 2013. | ||
Research and Development Expenses | ||
Research and development costs are expensed as incurred in accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Codification, or ASC 730, Research and Development. Research and development expenses include related salaries and benefits, clinical trial and related manufacturing costs, contract and other outside service fees, and facilities and overhead costs related to our research and development efforts. Research and development expenses also consist of costs incurred for proprietary and collaboration research and development and include activities such as product registries and investigator-sponsored trials. In instances where we enter into agreements with third parties for research and development activities, we may prepay fees for services at the initiation of the contract. We record the prepayment as a prepaid asset and amortize the asset into research and development expense over the period of time the contracted research and development services are performed. Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon completion of milestones or receipt of deliverables. In instances where we enter into cost-sharing arrangements, all research and development costs reimbursed by the collaborator are a reduction to research and development expense while research and development costs paid to the collaborator are an addition to research and development expense. We expense upfront license payments related to acquired technologies that have not yet reached technological feasibility and have no alternative future use. | ||
Foreign Currency Translation and Transaction Gains and Losses | ||
We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830, Foreign Currency Matters. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss, but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ equity (deficit), except for intercompany transactions that are of a short-term nature with entities that are consolidated, combined or accounted for by the equity method in our consolidated financial statements. We and our subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring measurement and settlement of such transactions. | ||
Income Taxes | ||
We record a tax provision for the anticipated tax consequences of our reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax base of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. | ||
Net Loss per Share | ||
Basic net income (loss) per share is calculated based on the net income (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net income (loss) per common share assumes the conversion of all dilutive convertible securities, such as convertible debt and convertible preferred stock using the if-converted method, and assumes the exercise or vesting of other dilutive securities, such as options, warrants and restricted stock using the treasury stock method. | ||
Recently Adopted Accounting Standards | ||
In March 2013, the FASB issued guidance to clarify when to release cumulative foreign currency translation adjustments when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively to derecognition events occurring after the effective date, with early adoption permitted. The adoption of this guidance did not have an impact on our consolidated financial statements. | ||
In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss or tax carryforward exists. The FASB concluded that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset except in certain circumstances the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The adoption of this guidance did not have an impact on our consolidated financial statements. | ||
Recently Issued Accounting Standards | ||
In May 2014, the FASB issued a new financial accounting standard which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this accounting standard. | ||
In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period and to provide related footnote disclosures in certain circumstances. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this accounting standard. | ||
Reclassifications | ||
Certain prior year items have been reclassified to conform to current year presentation. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory | 2 | Inventory | |||||||
The components of inventories are composed of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 850 | $ | 601 | |||||
Work-in-process | 3,332 | 4,473 | |||||||
Total inventories | $ | 4,182 | $ | 5,074 | |||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment | 3 | Property and Equipment | |||||||
Property and equipment is composed of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Furniture and office equipment | $ | 11,020 | $ | 10,913 | |||||
Leasehold improvements | 5,078 | 5,078 | |||||||
Lab equipment | 209 | 143 | |||||||
16,307 | 16,134 | ||||||||
Less: accumulated depreciation and amortization | (11,661 | ) | (10,656 | ) | |||||
Property and equipment, net | $ | 4,646 | $ | 5,478 | |||||
Depreciation expense of $1.1 million, $1.6 million and $2.3 million was recognized during 2014, 2013 and 2012, respectively. | |||||||||
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Acquisitions | 4 | Acquisitions | |||
S*BIO Asset Purchase Agreement | |||||
In April 2012, we entered into an Asset Purchase Agreement with S*BIO Pte Ltd., or S*BIO, to acquire all right, title and interest in, and assume certain liabilities relating to, certain intellectual property and other assets related to compounds SB1518 (also referred to as “pacritinib”) and SB1578, or the Seller Compounds. In consideration of the assets and rights acquired under the agreement, we made a payment of $15.0 million in cash and issued 15,000 shares of Series 16 convertible preferred stock, or Series 16 Preferred Stock, to S*BIO at closing in May 2012. Each share of Series 16 Preferred Stock had a stated value of $1,000 per share. In June 2012, all outstanding shares of our Series 16 Preferred Stock were automatically converted into 2.5 million shares of our common stock at a conversion price of $5.95 per share, subject to a 19.99% blocker provision. | |||||
The total initial purchase consideration was as follows (in thousands): | |||||
Cash | $ | 15,000 | |||
Fair value of Series 16 Preferred Stock | 11,344 | ||||
Transaction costs | 2,764 | ||||
Total initial purchase consideration | $ | 29,108 | |||
The transaction was treated as an asset acquisition as it was determined that the assets acquired did not meet the definition of a business. We determined that the acquired assets can only be economically used for the specific and intended purpose and have no alternative future use after taking into consideration further research and development, regulatory and marketing approval efforts required in order to reach technological feasibility. Accordingly, the entire initial purchase consideration of $29.1 million was immediately expensed to acquired in-process research and development for the year ended December 31, 2012. The contingent consideration arrangement as discussed below will be recognized when the contingency is resolved and the consideration is paid or becomes payable. | |||||
As part of the consideration, S*BIO also has a contingent right to certain milestone payments from us up to an aggregate amount of $132.5 million if certain U.S., E.U. and Japanese regulatory approvals are obtained or if certain worldwide net sales thresholds are met in connection with any pharmaceutical product containing or comprising any Seller Compound for use for specific diseases, infections or other conditions. In addition, S*BIO will also be entitled to receive royalty payments from us at incremental rates in the low-single digits based on certain worldwide net sales thresholds on a product-by-product and country-by-country basis. | |||||
At our election, we may pay up to 50% of any milestone payments to S*BIO through the issuance of shares of our common stock or shares of our preferred stock convertible into our common stock in lieu of cash. | |||||
Chroma Asset Purchase Agreement | |||||
In October 2014, we entered into an Asset Purchase Agreement, or the Chroma APA, with Chroma Therapeutics Limited, or Chroma, pursuant to which we acquired all of Chroma’s right, title and interest in the compound tosedostat and certain related assets. Concurrently, we and Chroma terminated our Co-Development and License Agreement relating to tosedostat, or the Chroma License Agreement, previously entered into on March 11, 2011, thereby eliminating potential future milestone payments thereunder of up to $209.0 million, and we acquired an exclusive worldwide license with respect to tosedostat directly from Vernalis R&D Limited, or Vernalis (as discussed below). | |||||
As consideration under the Chroma APA, we issued an aggregate of 9,000 shares of our Series 20 Preferred Stock convertible into shares of common stock, or the Series 20 Preferred Stock, of which 7,920 shares have been delivered to Chroma. The remaining 1,080 shares are being held in escrow for nine months and will be applied towards any indemnification obligations of Chroma as set forth in the Chroma APA. Each share of Series 20 Preferred Stock had a stated value of $2,370 per share and was convertible into shares of common stock at a conversion price of $2.37 per share. Shares of the Series 20 Preferred Stock would receive dividends in the same amount as any dividends declared and paid on shares of common stock, but were entitled to a liquidation preference over the common stock in certain liquidation events. | |||||
The total initial purchase consideration is as follows (in thousands): | |||||
Fair value of Series 20 Preferred Stock | $ | 21,600 | |||
Transaction costs | 259 | ||||
Total initial purchase consideration | $ | 21,859 | |||
All outstanding shares of Series 20 Preferred stock were converted into 9.0 million shares of common stock in October 2014. There was no beneficial conversion feature as the Series 20 Preferred Stock was recorded at fair value as of the acquisition date. | |||||
The transaction was treated as an asset acquisition because it was determined that the assets acquired did not meet the definition of a business. We determined that the acquired assets can only be economically used for the specific and intended purpose and have no alternative future use after taking into consideration further research and development, regulatory and marketing approval efforts required in order to reach technological feasibility. Accordingly, the entire initial purchase consideration of $21.9 million was expensed to acquired in-process research and development for the year ended December 31, 2014. | |||||
Concurrently with the termination of the Chroma License Agreement and the execution of the Chroma APA, we also entered into an amended and restated license agreement with Vernalis, or the Vernalis License Agreement, for the exclusive worldwide right to use certain patents and other intellectual property rights to develop, market and commercialize tosedostat and certain other compounds, as well as deed of novation pursuant to which all rights of Chroma under its prior license agreement with Vernalis relating to tosedostat were novated to us. Under the Vernalis License Agreement, we have agreed to make tiered royalty payments of no more than a high single digit percentage of net sales of products containing licensed compounds, with such obligation to continue on a country-by-country basis for the longer of ten years following commercial launch or the expiry of relevant patent claims. | |||||
The Vernalis License Agreement will terminate when the royalty obligations expire, although the parties have early termination rights under certain circumstances, including the following: (i) we have the right to terminate, with three months’ notice, upon the belief that the continued development of tosedostat or any of the other licensed compounds is not commercially viable; (ii) Vernalis has the right to terminate in the event of our uncured failure to pay sums due; and (iii) either party has the right to terminate in event of the other party’s uncured material breach or insolvency. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Expenses | 5 | Accrued Expenses | |||||||
Accrued expenses consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Clinical and investigator-sponsored trial expenses | $ | 7,554 | $ | 3,360 | |||||
Employee compensation and related expenses | 5,930 | 3,035 | |||||||
Manufacturing expenses | 2,043 | 225 | |||||||
Legal expenses | 885 | 573 | |||||||
Accrued selling expenses | 759 | 562 | |||||||
Insurance financing | 695 | 611 | |||||||
Accrued other taxes | 386 | 236 | |||||||
Accrued interest expenses | 186 | 133 | |||||||
Rebates and royalties | 139 | 186 | |||||||
Other | 1,157 | 548 | |||||||
Total accrued expenses | $ | 19,734 | $ | 9,469 | |||||
Leases
Leases | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Leases [Abstract] | |||||||||||||
Leases | 6 | Leases | |||||||||||
Lease Agreements | |||||||||||||
We lease our office space under operating leases for our U.S. and European offices. Rent expense amounted to $2.0 million, $2.0 million and $2.7 million for the years ended December 31, 2014, 2013 and 2012, respectively. Rent expense is net of sublease income and amounts offset to excess facilities charges. | |||||||||||||
In January 2012, we entered into an agreement with Selig Holdings Company LLC to lease approximately 66,000 square feet of office space in Seattle, Washington. The term of this lease is for a period of 120 months, which commenced on May 1, 2012. We have two five-year options to extend the term of the lease at a market rate determined according to the lease. No rent payments were due during the first five months of the lease term. The initial rent amount is based on $27.00 per square foot per annum for the remainder of the first 12 months, with rent increasing three percent over the prior year’s rent amount for each year thereafter for the duration of the lease. In addition, we were provided an allowance of $3.3 million for certain tenant improvements made by us. | |||||||||||||
Future Minimum Lease Payments | |||||||||||||
Future minimum lease commitments for non-cancelable operating leases at December 31, 2014 are as follows (in thousands): | |||||||||||||
Operating | |||||||||||||
Leases | |||||||||||||
2015 | $ | 2,600 | |||||||||||
2016 | 2,289 | ||||||||||||
2017 | 2,349 | ||||||||||||
2018 | 2,411 | ||||||||||||
2019 | 2,474 | ||||||||||||
Thereafter | 6,021 | ||||||||||||
Total minimum lease commitments | $ | 18,144 | |||||||||||
Liability for Excess Facilities | |||||||||||||
During the year ended December 31, 2005, we reduced our workforce in the U.S. and Europe. In conjunction with this reduction in force, we vacated a portion of our laboratory and office facilities and recorded excess facilities charges. Charges for excess facilities relate to our lease obligation for excess laboratory and office space in the U.S. that we vacated as a result of the restructuring plan. We recorded these restructuring charges when we ceased using this space. | |||||||||||||
During the year ended December 31, 2010, we recorded an additional liability of $1.5 million for excess facilities under an operating lease upon vacating a portion of our corporate office space. The related charge for excess facilities was recorded as a component of rent expense, which is included in research and development and selling, general and administrative expenses for the year ended December 31, 2010. | |||||||||||||
The following table summarizes the changes in the liability for excess facilities during the year ended December 31, 2012 (in thousands): | |||||||||||||
Total Excess | |||||||||||||
2005 | 2010 | Facilities | |||||||||||
Activities | Activities | Liability | |||||||||||
Balance at December 31, 2011 | $ | 215 | $ | 530 | $ | 745 | |||||||
Adjustments | (32 | ) | (62 | ) | (94 | ) | |||||||
Payments | (183 | ) | (468 | ) | (651 | ) | |||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
We will periodically evaluate our existing needs and other future commitments to determine whether we should record additional excess facilities charges or adjustments to such charges. |
Other_Liabilities
Other Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | 7 | Other Liabilities | |||||||
Other liabilities consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Deferred rent, less current portion | $ | 4,006 | $ | 4,376 | |||||
Other long-term obligations | 1,876 | 1,281 | |||||||
Total other liabilities | $ | 5,882 | $ | 5,657 | |||||
The balance of deferred rent as of December 31, 2014 and 2013 relates to incentives for rent holidays and leasehold improvements associated with our operating lease for office space as discussed in Note 6, Leases. The balance of other long-term obligations includes a fee in the amount of $1.3 million payable to Hercules Technology Growth Capital Inc., or HTGC, for the years ended December 31, 2014 and 2013. See Note 8, Long-term Debt, for additional information. | |||||||||
Longterm_Debt
Long-term Debt | 12 Months Ended | |
Dec. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Long-term Debt | 8 | Long-term Debt |
In March 2013, we entered into a Loan and Security Agreement with HTGC providing for a senior secured term loan of up to $15.0 million, and we amended the arrangement in March 2014 thereby providing us an option to borrow an additional $5.0 million. The first $10.0 million was funded in March 2013, we exercised our option to borrow an additional $5.0 million in December 2013, and we borrowed an additional $5.0 million in October 2014. The interest rate on the term loan floats at a rate per annum equal to 12.25% plus the amount by which the prime rate exceeds 3.25%. The term loan is repayable in 30 equal monthly installments of principal and interest (mortgage style) over 42 months, including an initial interest-only period of 12 months after closing. We paid a facility charge of $150,000 at closing and a fee in the amount of $1.3 million is payable to HTGC on the date on which the term loan is paid or becomes due and payable in full. | ||
In addition, in March 2013, we issued a warrant to HTGC to purchase shares of common stock. The warrant was exercisable for five years from the date of issuance for 0.7 million shares of common stock. The initial exercise price of the warrant was $1.1045 per share of common stock. The exercise price and number of shares of common stock issuable upon exercise were subject to antidilution adjustments in certain events, including if within 12 months after closing the Company issued shares of common stock or securities that were exercisable or convertible into shares of common stock in transactions not registered under the Securities Act of 1933, as amended, at an effective price per share of common stock that is less than the exercise price of the warrant, then the exercise price shall automatically be reduced to equal the price per share of common stock in such transaction and the number of shares would be increased proportionately. Since the warrant did not meet the considerations necessary for equity classification in the applicable authoritative guidance, we determined the warrant was a liability instrument that is marked to fair value with changes in fair value recognized through earnings at each reporting period. The warrant was categorized as Level 2 in the fair value hierarchy as the significant inputs used in determining fair value were considered observable market data. As of the issuance date and December 31, 2013, we estimated the fair value of the warrant to be $0.5 million and $1.0 million, respectively. In January 2014, all of the warrant was exercised into 0.5 million shares of common stock via cashless exercise. | ||
In March 2014, we entered into a First Amendment, or the Amendment, to Loan and Security Agreement, or the Original Loan Agreement (and as amended by the Amendment, the Loan Agreement). The Amendment modified certain terms applicable to the loan balance then-outstanding of $15.0 million, or the Original Loan, as described below and provided us with the option to borrow an additional $5.0 million, or the 2014 Term Loan, through October 31, 2014, subject to certain conditions. We exercised such option and received the funds in October 2014. In connection with the Amendment, we paid a facility charge of $72,500 of which $35,000 was refunded to us in October 2014 pursuant to the terms of the Amendment. | ||
Pursuant to the Amendment, the interest-only period of the Original Loan was extended by six months such that the 24 equal monthly installments of principal and interest (mortgage style) commenced on November 1, 2014 (rather than May 1, 2014). In addition, the interest rate on the Original Loan (which is currently 12.25% plus the amount by which the prime rate exceeds 3.25%) will, upon Hercules’ receipt of evidence of the achievement of positive Phase 3 data in connection with our PERSIST-1 clinical trial for pacritinib, be reduced to 11.25% plus the amount by which the prime rate exceeds 3.25%. The modified terms were not considered substantially different pursuant to ASC 470-50, Modification and Extinguishment. | ||
The interest on the 2014 Term Loan floats at a rate per annum equal to 10.00% plus the amount by which the prime rate exceeds 3.25%. The 2014 Term Loan is repayable in 24 equal monthly installments of principal and interest (mortgage style) commencing on November 1, 2014. | ||
Subject to certain exceptions, all loan obligations under the Loan Agreement are secured by a first priority security interest on substantially all of our personal property (excluding our intellectual property). | ||
In connection with the transactions described above, we recorded a total debt discount of $2.2 million and the issuance costs of $0.3 million. As of December 31, 2014 and 2013, unamortized debt discount was $1.1 million and $1.7 million, unamortized issuance costs were $0.2 million and $0.3 million, and the outstanding principal balance was $18.5 million and $15.0 million, respectively. |
Preferred_Stock
Preferred Stock | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Preferred Stock | 9 | Preferred Stock |
Prior to the effective date of the Stock Split, we completed several preferred stock transactions during the year 2012, each of which is described below. All outstanding shares of the preferred stock issued in these transactions converted to common stock or were redeemed, in each case, prior to the effective date of the Stock Splits. Accordingly, for purposes of the descriptions of these transactions included in this Note 9, Preferred Stock, the number of shares of preferred stock issued, converted and redeemed and the initial stated value of shares of preferred stock issued are not adjusted to reflect the Stock Split. However, the number of shares of common stock issued upon conversion of the preferred stock, the conversion price of common stock issued upon conversion, the exercise prices of warrants issued and the number of shares of common stock issued or issuable upon exercise or exchange of the warrants in these transactions are adjusted to reflect the Stock Split. | ||
Series 15-1 Preferred Stock | ||
In May 2012, we issued 20,000 shares of our Series 15 convertible preferred stock, or Series 15-1 Preferred Stock, and a warrant to purchase up to 2.7 million shares of our common stock, or Series 15-1 Warrant, for gross proceeds of $20.0 million. Issuance costs related to this transaction were $1.3 million. | ||
Each share of our Series 15-1 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series 15-1 Preferred Stock, plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. The Series 15-1 Preferred Stock was not entitled to dividends except to share in any dividends actually paid on our common stock or any pari passu or junior securities and had no voting rights except as otherwise expressly provided in our amended and restated articles of incorporation or as otherwise required by law. For the year ended December 31, 2012, we recognized $8.5 million in dividends and deemed dividends on preferred stock related to the beneficial conversion feature on our Series 15-1 Preferred Stock. In May 2012, all 20,000 shares of our Series 15-1 Preferred Stock were converted into 4.0 million shares of our common stock at a conversion price of $5.00 per share. | ||
The Series 15-1 Warrant had an exercise price of $5.46 per share of our common stock and had an expiration date in May 2017. The Series 15-1 Warrant contained a provision that if the price per share of our common stock was less than the exercise price of the warrant at any time while the warrant is outstanding, the warrant may be exchanged for shares of our common stock based on an exchange value derived from a specified Black-Scholes value formula, or the Exchange Value, subject to certain limitations. Upon issuance, we estimated the fair value of the Series 15-1 Warrant to be approximately $10.3 million using the Black-Scholes pricing model. In September 2012, the holder elected to exchange a portion of the Series 15-1 Warrant to purchase 1.3 million shares with an Exchange Value of $5.0 million. We elected to issue 2.8 million shares of our common stock as payment for the Exchange Value. In November 2012, the holder elected to exchange the remaining portion of the Series 15-1 Warrant to purchase 1.4 million shares of our common stock with an Exchange Value of $5.4 million. We elected to issue 4.1 million shares of our common stock as payment for the Exchange Value. | ||
Series 15-2 Preferred Stock | ||
In July 2012, we issued 15,000 shares of our Series 15 convertible preferred stock, or Series 15-2 Preferred Stock, and a warrant to purchase up to 3.4 million shares of our common stock, or Series 15-2 Warrant, for gross proceeds of $15.0 million. Issuance costs related to this transaction were $0.8 million. | ||
Each share of our Series 15-2 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series 15-2 Preferred Stock, plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. The Series 15-2 Preferred Stock was not entitled to dividends except to share in any dividends actually paid on our common stock or any pari passu or junior securities and had no voting rights except as otherwise expressly provided in our amended and restated articles of incorporation or as otherwise required by law. In July 2012, all 15,000 shares of Series 15-2 Preferred Stock were converted into 5.0 million shares of our common stock at a conversion price of $2.97475 per share. For the year ended December 31, 2012, we recognized $5.0 million in dividends and deemed dividends on preferred stock related to the beneficial conversion feature on our Series 15-2 Preferred Stock. | ||
The Series 15-2 Warrant had substantially the same features as the Series 15-1 Warrant described above, with the exception of the exercise price of $3.0672 per share of common stock and expiration date of July 2017. Upon issuance, we estimated the fair value of the Series 15-2 Warrant to be approximately $7.2 million using the Black-Scholes pricing model. In September 2012, the holder elected to exchange the Series 15-2 Warrant to purchase 3.4 million shares of our common stock with an Exchange Value of $7.4 million. We elected to issue 2.9 million shares of common stock to the holder as payment for the Exchange Value of the Series 15-2 Warrant. | ||
Series 16 Preferred Stock | ||
See Note 4, Acquisitions—S*BIO Asset Purchase Agreement, for information concerning our issuance of Series 16 Preferred Stock. | ||
Series 17 Preferred Stock | ||
In October 2012, we issued 60,000 shares of our Series 17 convertible preferred stock, or Series 17 Preferred Stock, in an underwritten public offering for gross proceeds of $60.0 million, before deducting underwriting commissions and discounts and other offering costs. Issuance costs related to this transaction were $5.5 million, including $3.9 million in underwriting commissions and discounts. | ||
Each share of Series 17 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the stated value of $1,000 per share plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. The holders of Series 17 Preferred Stock were not entitled to receive dividends except to share in any dividends actually paid on shares of our common stock or other junior securities and had no voting rights except as otherwise expressly provided in our amended and restated articles of incorporation or as otherwise required by law. For the year ended December 31, 2012, we recognized $0.4 million in dividends and deemed dividends on preferred stock related to the beneficial conversion feature on our Series 17 Preferred Stock and all 60,000 shares of Series 17 Preferred Stock were converted into 42.9 million shares of our common stock at a conversion price of $1.40 per share. | ||
Series 18 Preferred Stock | ||
In September 2013, we issued 15,000 shares of Series 18 preferred stock, or Series 18 Preferred Stock, for gross proceeds of $15.0 million in a registered direct offering. Issuance costs related to this transaction were $0.1 million. Each share of Series 18 Preferred Stock was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series 18 Preferred Stock, plus any accrued and unpaid dividends, before the holders of our common stock or any other junior securities receive any payments upon such liquidation. The Series 18 Preferred Stock was not entitled to dividends except to share in any dividends actually paid on common stock or any pari passu or junior securities. The Series 18 Preferred Stock had no voting rights except as otherwise expressly provided in the amended articles or as otherwise required by law. For the year ended December 31, 2013, we recognized $6.9 million in dividends and deemed dividends on preferred stock related to the beneficial conversion feature on our Series 18 Preferred Stock. In September 2013, all 15,000 shares of Series 18 preferred stock were converted into 15.0 million shares of common stock at a conversion price of $1.00 per share. | ||
Series 19 Preferred Stock | ||
See Note 12, Collaboration, Licensing and Milestone Agreements—Baxter, for information concerning our issuance of Series 19 Preferred Stock. | ||
Series 20 Preferred Stock | ||
See Note 4, Acquisitions—Chroma APA, for information concerning our issuance of Series 20 Preferred Stock. | ||
Series 21 Preferred Stock | ||
In November 2014, we issued 35,000 shares of our Series 21 convertible preferred stock, or Series 21 Preferred Stock, in an underwritten public offering for gross proceeds of $35.0 million, before deducting underwriting commissions and discounts and other offering costs. Issuance costs related to this transaction were $2.7 million, including $2.1 million in underwriting commissions and discounts. | ||
Each share of Series 21 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of such holder’s Series 21 Preferred Stock of $1,000 per share, plus any declared and unpaid dividends and any other payments that may be due on such shares, before any distribution of assets may be made to holders of capital stock ranking junior to the Series 21 Preferred Stock. | ||
The Series 21 Preferred Stock was not entitled to dividends except to share in any dividends actually paid on the common stock or any pari passu or junior securities. The Series 21 Preferred Stock had no voting rights, except as otherwise expressly provided in the Amended Articles or as otherwise required by law. | ||
For the year ended December 31, 2014, we recognized $2.6 million in deemed dividends on preferred stock related to the beneficial conversion feature on our Series 21 Preferred Stock, and all 35,000 shares of Series 21 Preferred Stock were converted into 17.5 million shares of our common stock at a conversion price of $2.00 per share. |
Common_Stock
Common Stock | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
Common Stock | 10 | Common Stock | |||
Common Stock Reserved | |||||
A summary of common stock reserved for issuance is as follows as of December 31, 2014 (in thousands): | |||||
Equity incentive plans | 16,781 | ||||
Common stock purchase warrants | 5,183 | ||||
Employee stock purchase plan | 34 | ||||
Total common stock reserved | 21,998 | ||||
Warrants | |||||
Warrants to purchase up to 0.1 million shares of our common stock with an exercise price of $12.30 per share, issued in connection with the issuance of our Series 1 Preferred Stock in April 2009, or Class B Warrants, were outstanding as of December 31, 2013. We classified the Class B Warrants as mezzanine equity as they included a redemption feature that may be triggered upon certain fundamental transactions that are outside of our control. These warrants expired in October 2014 and were no longer outstanding as of December 31, 2014. Warrants to purchase up to 5,000 shares of common stock with an exercise price of $13.50 per share, issued to the placement agent for the Series 1 Preferred Stock transaction were outstanding as of December 31, 2013. These warrants were also classified as mezzanine equity due to the same redemption feature as that of the Class B warrants. These warrants expired in October 2014 and were no longer outstanding as of December 31, 2014. | |||||
Warrants to purchase up to 0.2 million shares of our common stock with an exercise price of $42.00 per share, issued in connection with our registered offering of common stock in May 2009, were outstanding as of December 31, 2013. These warrants expired in May 2014 and were no longer outstanding as of December 31, 2014. | |||||
Warrants to purchase up to 10,667 shares of our common stock with an exercise price of $46.875 per share, issued to the placement agent in connection with the registered offering of common stock in May 2009, were outstanding as of December 31, 2013. These warrants expired in November 2014 and were no longer outstanding as of December 31, 2014. | |||||
Warrants to purchase up to 19,556 shares of our common stock with an exercise price of $51.00 per share, issued to the underwriter of our public offering of common stock in July 2009, were outstanding as of December 31, 2013. These warrants expired in April 2014 and were no longer outstanding as of December 31, 2014. | |||||
Warrants to purchase up to 0.7 million shares of our common stock with an exercise price of $18.09 per share, issued in connection with the issuance of our Series 4 Preferred Stock in April 2010, or Series 4 Warrants, were outstanding as of December 31, 2013. The Series 4 Warrants were classified as mezzanine equity due to the same redemption feature as that of the Class B warrants as described above. The Series 4 Warrants expired in April 2014 and were no longer outstanding as of December 31, 2014. | |||||
Warrants to purchase up to 0.9 million shares of our common stock with an exercise price of $15.00 per share, issued in connection with the issuance of our Series 5 Preferred Stock in May 2010, or Series 5 Warrants, were outstanding as of December 31, 2013. These warrants were classified as mezzanine equity due to the same redemption feature as that of the Class B warrants as described above. The Series 5 Warrants expired in November 2014 and were no longer outstanding as of December 31, 2014. Warrants to purchase up to 35,000 shares with an exercise price of $15.00 per share issued to the placement agent for the Series 5 Preferred Stock transaction were outstanding as of December 31, 2014 and 2013 and will expire in May 2015. These warrants are also classified as mezzanine equity due to the same redemption feature as that of the Class B warrants as described above. | |||||
Warrants to purchase up to 0.1 million shares with an exercise price of $12.60 per share issued in July 2010 were outstanding as of December 31, 2014 and 2013. These warrants expired in January 2015. | |||||
Warrants to purchase up to 0.2 million shares of our common stock with an exercise price of $12.60 per share, issued in connection with the issuance of our Series 6 Preferred Stock in July 2010, were outstanding as of December 31, 2014 and 2013. Warrants to purchase up to 11,600 shares with an exercise price of $12.60 per share issued to the placement agent for the Series 6 Preferred Stock transaction were outstanding as of December 31, 2014 and 2013. These warrants are classified as mezzanine equity due to the same redemption feature as that of the Class B warrants as described above. These warrants expired in January 2015. | |||||
Warrants to purchase up to 0.8 million shares of our common stock with an exercise price of $13.50 per share, issued in connection with the issuance of our Series 7 Preferred Stock in October 2010, were outstanding as of December 31, 2014 and 2013. Warrants to purchase up to 37,838 shares with an exercise price of $13.80 per share issued to the placement agent for the Series 7 Preferred Stock transaction were outstanding as of December 31, 2014 and 2013. These warrants expire in October 2015. | |||||
Warrants to purchase up to 0.6 million shares of our common stock with an exercise price of $12.00 per share, issued in connection with the issuance of our Series 12 Preferred Stock in May 2011, were outstanding as of December 31, 2014 and 2013. Warrants to purchase up to 30,423 shares with an exercise price of $13.125 per share issued to the placement agent for the Series 12 Preferred Stock transaction were outstanding as of December 31, 2014 and 2013. These warrants expire in May 2016. | |||||
Warrants to purchase up to 1.8 million shares of our common stock with an exercise price of $10.75 per share, issued in connection with the issuance of our Series 13 Preferred Stock in July 2011, were outstanding as of December 31, 2014 and 2013. Warrants to purchase up to 70,588 shares with an exercise price of $12.25 per share and warrants to purchase up to 35,294 shares with an exercise price of $12.25 per shares, issued to the placement agent and to the financial advisor, respectively were outstanding as of December 31, 2014 and 2013. These warrants expire in July 2016. | |||||
Warrants to purchase up to 1.4 million shares of our common stock with an exercise price of $7.25 per share, issued in connection with the issuance of our Series 14 Preferred Stock in December 2011, were outstanding as of December 31, 2014 and 2013. Warrants to purchase up to 69,566 shares with an exercise price of $8.625 per share and warrants to purchase up to 34,783 shares with an exercise price of $8.625 per shares, issued to the placement agent and to the financial advisor, respectively were outstanding as of December 31, 2014 and 2013. These warrants expire in December 2016. | |||||
See Note 8, Long-term Debt, and Note 9, Preferred Stock, for additional information concerning our warrants. |
Other_Comprehensive_Loss
Other Comprehensive Loss | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Other Comprehensive Loss | 11 | Other Comprehensive Loss | |||||||||||
Total accumulated other comprehensive loss consisted of the following (in thousands): | |||||||||||||
Net Unrealized | Foreign | Accumulated | |||||||||||
Loss on Securities | Currency | Other | |||||||||||
Available-For-Sale | Translation | Comprehensive | |||||||||||
Adjustments | Loss | ||||||||||||
31-Dec-13 | $ | (422 | ) | $ | (8,007 | ) | $ | (8,429 | ) | ||||
Current period other comprehensive income (loss) | (68 | ) | 1,998 | 1,930 | |||||||||
31-Dec-14 | $ | (490 | ) | $ | (6,009 | ) | $ | (6,499 | ) | ||||
Collaboration_Licensing_and_Mi
Collaboration, Licensing and Milestone Agreements | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Collaborations [Abstract] | |||||
Collaboration, Licensing and Milestone Agreements | |||||
12 | Collaboration, Licensing and Milestone Agreements | ||||
Baxter | |||||
In November 2013, we entered into a Development, Commercialization and License agreement, or Baxter Agreement, with Baxter International Inc., Baxter Healthcare Corporation and Baxter Healthcare SA, or collectively, Baxter, for the development and commercialization of pacritinib for use in oncology and potentially additional therapeutic areas. Under the Baxter Agreement, we granted to Baxter an exclusive, worldwide (subject to our certain co-promotion rights in the U.S.), royalty-bearing, non-transferable, and (under certain circumstances outside of the U.S.) sub-licensable license to its know-how and patents relating to pacritinib. We received an upfront payment of $60.0 million upon execution of the Baxter Agreement, which included an equity investment of $30 million to acquire our Series 19 Preferred Stock as discussed below. | |||||
Under the Baxter Agreement, we may receive potential clinical, regulatory and commercial launch milestone payments of up to $112.0 million and potential additional sales-based milestone payments of up to $190.0 million. We have determined that all of the sales-based milestone payments are contingent consideration and will be accounted for as revenue in the period in which the respective revenue recognition criteria are met. We have also determined that all of the clinical, regulatory and commercial launch milestones are substantive and will be recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. | |||||
Under the Baxter Agreement, the Company and Baxter will jointly commercialize and share profits and losses on sales of pacritinib in the U.S. Outside the U.S., the Company is also eligible to receive tiered high single digit to mid-teen percentage royalties based on net sales for myelofibrosis, and higher double-digit royalties for other indications, subject to reduction by up to 50% if (i) Baxter is required to obtain third party royalty-bearing licenses to fulfill its obligations under the Baxter Agreement, and (ii) in any jurisdiction where there is no longer either regulatory exclusivity or patent protection. | |||||
Under the Baxter Agreement, the Company is responsible for all development costs incurred prior to January 1, 2014 as well as approximately up to $96.0 million on or after January 1, 2014 for U.S. and E.U. development costs, subject to potential adjustment in certain circumstances. All development costs exceeding such threshold will generally be shared as follows: (i) costs generally applicable worldwide will be shared 75% to Baxter and 25% to the Company, (ii) costs applicable to territories exclusive to Baxter will be 100% borne by Baxter and (iii) costs applicable exclusively to co-promotion in the U.S. will be shared equally between the parties, subject to certain exceptions. | |||||
We record the development cost reimbursements received from Baxter as license and contract revenue in the statements of operations, and we record the full amount of development costs as research and development expense. | |||||
Pursuant to the accounting guidance under ASC 605-25 Revenue Recognition – Multiple-Element Arrangements, we have determined that the following non-contingent deliverables under the Baxter Agreement meet the criteria for separation and are therefore treated as separate units of accounting: | |||||
· | a license from the Company to develop and commercialize pacritinib worldwide (subject to certain co-promotion rights of the Company in the U.S.); and | ||||
· | development services provided by the Company related to jointly agreed-upon development activities with cost sharing as discussed above. | ||||
Both of the above non-contingent deliverables have no general right of return and are determined to have standalone values. | |||||
The Baxter Agreement also required Baxter and the Company to negotiate and enter into a manufacturing and supply agreement providing for the manufacture of the licensed products. The manufacturing and supply agreement contemplated under the Baxter Agreement was not considered as a deliverable at the inception of the arrangement because the critical terms such as pricing and quantities were not defined and delivery of the services would be dependent on successful clinical results that are uncertain. | |||||
Also under the Baxter Agreement, joint commercialization, manufacturing, development and steering committees with representatives from the Company and Baxter will be established. We considered whether our participation on the joint development committees may be a separate deliverable and determined that it did not represent a separate unit of accounting as the committee’s activities are primarily related to governance and oversight of development activities and are therefore combined with the development services. Our participation on the joint commercialization and manufacturing committees was also determined to be a non-deliverable. | |||||
We also considered whether our regulatory roles under the Baxter Agreement constitute a separate deliverable and determined that it should also be combined with the development services. | |||||
The Baxter Agreement will expire when Baxter has no further obligation to pay royalties to us in any jurisdiction, at which time the licenses granted to Baxter will become perpetual and royalty-free. Either party may terminate the Baxter Agreement prior to expiration in certain circumstances. The Company may terminate the Baxter Agreement if Baxter has not undertaken requisite regulatory or commercialization efforts in the applicable countries and certain other conditions are met. Baxter may terminate the Baxter Agreement prior to expiration in certain circumstances including (i) in the event development costs for myelofibrosis for the period commencing January 1, 2014 are reasonably projected to exceed a specified threshold, (ii) as to some or all countries in the event of commercial failure of the licensed product or (iii) without cause following the one-year anniversary of the Baxter Agreement date, provided that such termination will have a lead-in period of six months before it becomes effective. Additionally, either party may terminate the Baxter Agreement in events of force majeure, or the other party’s uncured material breach or insolvency. In the event of a termination prior to the expiration date, rights in pacritinib will revert to the Company. | |||||
We allocated the fixed and determinable Baxter Agreement consideration of $30 million based on the percentage of the relative selling price of each unit of accounting. We estimated the selling price of the license using the income approach which values the license by discounting direct cash flow expected to be generated over the remaining life of the license, net of cash flow adjustments related to working capital. We estimated the selling price of the development services by discounting the estimated development expenditures to the date of arrangement which include internal estimates of personnel needed to perform the development services as well as third party costs for services and supplies. Of the $30 million Agreement consideration, $27.3 million was allocated to the license and $2.7 million was allocated to the development services. | |||||
Because delivery of the license occurred upon the execution of the Baxter Agreement in November 2013 and the remaining revenue recognition criteria were met, all $27.3 million of the allocated arrangement consideration related to the license was recognized as revenue during the year ended December 31, 2013. | |||||
The allocated amount of $2.7 million to the development services is expected to be recognized as development service revenue through approximately 2018, with majority of development services expected to be completed through approximately 2015, based on a proportional performance method, by which revenue is recognized in proportion to the development costs incurred. During the year ended December 31, 2014 and 2013, $0.8 million and $0.1 million of development services was recognized as revenue, and the remaining $1.8 million and $2.6 million was recorded as deferred revenue in the balance sheet as of December 31, 2014 and 2013, respectively. | |||||
Concurrently with the execution of the Baxter Agreement, we issued 30,000 shares of Series 19 convertible preferred stock, no par value, or Series 19 Preferred Stock to Baxter for $30.0 million. Issuance costs related to this transaction were $0.2 million. Each share of Series 19 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the stated value of $1,000 per share plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. The holder of Series 19 Preferred Stock was not entitled to receive dividends except to share in any dividends actually paid on shares of our common stock or other junior securities and had no voting rights except as otherwise expressly provided in our amended and restated articles of incorporation or as otherwise required by law. For the year ended December 31, 2013, all 30,000 shares of Series 19 Preferred Stock were converted into 15,673,981 shares of our common stock at a conversion price of $1.914 per share. There was no beneficial conversion feature on Series 19 Preferred Stock. | |||||
In August 2014, we received a $20 million milestone payment from Baxter in connection with the first treatment dosing of the last patient enrolled in PERSIST-1. Of the $20 million milestone payment recorded in license and contract revenue, $18.2 million was allocated to the license and $1.8 million was allocated to the development services based on the relative-selling price percentages used to allocate the arrangement consideration discussed above. | |||||
Servier | |||||
In September 2014, we entered into an Exclusive License and Collaboration Agreement, or the Servier Agreement, with Les Laboratoires Servier and Institut de Recherches Internationales Servier, or collectively, Servier. Under the Servier Agreement, we granted Servier an exclusive and sublicensable (subject to certain conditions) royalty-bearing license with respect to the development and commercialization of PIXUVRI for use in pharmaceutical products outside of the CTI Territory (defined below). We retained rights to PIXUVRI in Austria, Denmark, Finland, Germany, Israel, Norway, Sweden, Turkey, the U.K. and the U.S., or collectively, the CTI Territory. | |||||
In October 2014, we received a non-refundable, non-creditable cash upfront payment of €14.0 million. Subject to the achievement of certain conditions, we are eligible to receive milestone payments under the Servier Agreement in the approximate aggregate amount of up to €89.0 million, which is comprised of the following: up to €49.0 million in potential clinical and regulatory milestone payments (of which €9.5 million is payable upon occurrence of certain enrollment events in connection with the PIX306 study for PIXUVRI); and up to €40.0 million in potential sales-based milestone payments. Of the foregoing potential milestone payments, we received a €1.5 million milestone payment in February 2015 relating to the attainment of reimbursement approval for PIXUVRI in Spain. We have determined that all of the clinical and regulatory milestones are substantive and will be recognized as revenue upon achievement of the milestone, assuming all other revenue recognition criteria are met. We have also determined that the sales-based milestone payments are contingent consideration and will be recognized as revenue in the period in which the respective revenue recognition criteria are met. For a number of years following the first commercial sale of a product containing PIXUVRI in the respective country, regardless of patent expiration or expiration of regulatory exclusivity rights, we are eligible to receive tiered royalty payments ranging from a low double digit percentage up to a percentage in the mid-twenties based on net sales of PIXUVRI products, subject to certain reductions of up to mid-double digit percentages under certain circumstances. As previously disclosed, we owe royalties on net sales of PIXUVRI products as well as other payments to certain third parties, including the €2.1 million payment (or $2.7 million using the currency exchange rate as of September 16, 2014, the date of Servier Agreement) to Novartis International Pharmaceutical Ltd., or Novartis, which is recorded in Other operating expense for the year ended December 31, 2014. | |||||
Unless otherwise agreed by the parties, (i) certain development costs incurred pursuant to a development plan and (ii) certain marketing costs incurred pursuant to a marketing plan will be shared equally by the parties, subject to a maximum dollar obligation of each party. We record reimbursements received from Servier as revenue and record the full amount of costs as operating expenses in the statements of operations. | |||||
The Servier Agreement will expire on a country-by-country basis upon the expiration of the royalty terms in the countries outside of the CTI Territory, at which time all licenses granted to Servier would become perpetual and royalty-free. Each party may terminate the Servier Agreement in the event of an uncured repudiatory breach (as defined under English law) of the other party’s obligations. Servier may terminate the Servier Agreement without cause on a country-by-country basis upon written notice to us within a specified time period or upon written notice within a certain period of days in the event of (i) certain safety or public health issues involving PIXUVRI or (ii) cessation of certain marketing authorizations. In the event of a termination prior to the expiration date, rights granted to Servier will terminate, subject to certain exceptions. | |||||
Pursuant to accounting guidance under ASC 605-25 Revenue Recognition – Multiple-Element Arrangements, we identified the following non-contingent deliverables with standalone value at the inception of the Servier Agreement: | |||||
· | a license with respect to the development and commercialization of PIXUVRI in certain countries; and | ||||
· | development services under the development plans. | ||||
We have determined that our regulatory, commercial, and manufacturing and supply responsibilities, as well as our joint committee obligations also have standalone value but are insignificant. | |||||
The license deliverable has standalone value because it is sublicensable and can be used for its intended purpose without the receipt of the remaining deliverables. The service deliverables have standalone value because these services are not proprietary in nature, and other vendors could provide the same services to derive value from the license. Further, there is no general right of return associated with these deliverables. As such, the deliverables meet the criteria for separation and qualify as separate units of accounting. | |||||
We allocated the arrangement consideration of $18.1 million (€14.0 million converted into U.S. dollar using the currency exchange rate as of September 16, 2014, the date of the Servier Agreement) based on the percentage of the relative selling price of each unit of accounting as follows (in thousands): | |||||
License | $ | 17,277 | |||
Development and other services | 852 | ||||
Total upfront payment | $ | 18,129 | |||
We estimated the selling price of the license using the income approach that values the license by discounting direct cash flow expected to be generated over the remaining life of the license, net of cash flow adjustments related to working capital. The estimates and assumptions include, but are not limited to, estimated market opportunity, expected market share, and contractual royalty rates. We estimated the selling price of the development services deliverable, which includes personnel costs as well as third party costs for applicable services and supplies, by discounting estimated expenditures for services to the date of the Servier Agreement. We concluded that a change in the key assumptions used to determine the best estimate of selling price for the license deliverable would not have a significant effect on the allocation of the arrangement consideration. | |||||
During the year ended December 31, 2014, we recognized $17.3 million of the arrangement consideration allocated to the license as revenue since the delivery of the license occurred upon the execution of the Servier Agreement in September 2014 and the remaining revenue recognition criteria were satisfied. The amount allocated to the development and other services is expected to be recognized as revenue through approximately 2022 on a straight-line basis. During the year ended December 31, 2014, $18,000 of development services was recognized as revenue, and the remaining $0.5 million was recorded as deferred revenue in the balance sheet as of December 31, 2014. | |||||
Novartis | |||||
In January 2014, we entered into a Termination Agreement, or the Termination Agreement, with Novartis to reacquire the rights to PIXUVRI and Opaxio, or collectively, the Compounds, previously granted to Novartis under our License and Co-Development Agreement with Novartis entered into in September 2006, as amended, or the Original Agreement. Pursuant to the Termination Agreement, the Original Agreement was terminated in its entirety, other than certain customary provisions, including those pertaining to confidentiality and indemnification, which survive termination. | |||||
Under the Termination Agreement, we agreed not to transfer, license, sublicense or otherwise grant rights with respect to intellectual property of the Compounds unless the transferee/licensee/sublicensee agrees to be bound by the terms of the Termination Agreement. We also agreed to provide potential payments to Novartis, including a percentage ranging from the low double-digits to the mid-teens, of any consideration received by us or our affiliates in connection with any transfer, license, sublicense or other grant of rights with respect to intellectual property of PIXUVRI or Opaxio, respectively; provided that such payments will not exceed certain prescribed ceilings in the low-single digit millions. Novartis is entitled to receive potential payments of up to $16.6 million upon the successful achievement of certain sales milestones of the Compounds. Novartis is also eligible to receive tiered low single-digit percentage royalty payments for the first several hundred million in annual net sales, and ten percent royalty payments thereafter based on annual net sales of each Compound, subject to reduction in the event generic drugs are introduced and sold by a third party, causing the sale of PIXUVRI or Opaxio to fall by a percentage in the high double-digits. To the extent we are required to pay royalties on net sales of Opaxio pursuant to the license agreement between us and PG-TXL Company, L.P., dated as of November 13, 1998, as amended, we may credit a percentage of the amount of such royalties paid to those payable to Novartis, subject to certain exceptions. Notwithstanding the foregoing, royalty payments for both PIXUVRI and Opaxio are subject to certain minimum floor percentages in the low single-digits. | |||||
University of Vermont | |||||
We entered into an agreement, or the UVM Agreement, with the University of Vermont, or UVM, in March 1995, as amended in March 2000, which grants us an exclusive, sublicensable license for the rights to PIXUVRI, or the UVM Agreement. Pursuant to the UVM Agreement, we acquired the rights to make, have made, sell and use PIXUVRI. Pursuant to the UVM Agreement, we are obligated to make payments to UVM based on net sales. Our royalty payments range from low-single digits to mid-single digits as a percentage of net sales. The higher royalty rate is payable for net sales in countries where specified UVM licensed patents exist, or where we have obtained orphan drug protection, until such UVM patents or such protection no longer exists. For a period of ten years after first commercialization of PIXUVRI, the lower royalty rate is payable for net sales in such countries after expiration of the designated UVM patents or loss of orphan drug protection, and in all other countries without such specified UVM patents or orphan drug protection. Unless otherwise terminated, the term of the UVM Agreement continues for the life of the licensed patents in those countries in which a licensed patent exists, and continues for ten years after the first sale of PIXUVRI in those countries where no such patents exist. We may terminate the UVM Agreement, on a country-by-country basis or on a patent-by-patent basis, at any time upon advance written notice. UVM may terminate the UVM Agreement upon advance written notice in the event royalty payments are not made. In addition, either party may terminate the UVM Agreement (a) in the event of an uncured material breach of the UVM Agreement by the other party; or (b) in the event of bankruptcy of the other party. | |||||
S*BIO Pte Ltd. | |||||
See Note 4, Acquisitions—S*BIO Asset Purchase Agreement, for further information regarding the asset purchase agreement with S*BIO. | |||||
Chroma | |||||
In October 2014, the Chroma Licensing Agreement was terminated in connection with the Chroma APA. See Note 4, Acquisitions—Chroma APA, for further information. | |||||
Vernalis | |||||
Concurrently with the termination of the Co-Development and Licensing Agreement with Chroma and the execution of the Chroma APA, we also entered into (i) the Vernalis License Agreement for the exclusive worldwide right to use certain patents and other intellectual property rights to develop, market and commercialize tosedostat and certain other compounds and (ii) a deed of novation pursuant to which all rights of Chroma under Chroma’s prior license agreement with Vernalis relating to tosedostat were novated to us. Under the Vernalis License Agreement, we have agreed to make tiered royalty payments of no more than a high single digit percentage of net sales of products containing licensed compounds, with such obligation to continue on a country-by-country basis for the longer of ten years following commercial launch or the expiry of relevant patent claims. The Vernalis License Agreement will terminate when the royalty obligations expire, although the parties have early termination rights under certain circumstances, including the following: (i) we have the right to terminate, with three months’ notice, upon the belief that the continued development of tosedostat or any of the other licensed compounds is not commercially viable; (ii) Vernalis has the right to terminate in the event of our uncured failure to pay sums due; and (iii) either party has the right to terminate in event of the other party’s uncured material breach or insolvency. | |||||
Gynecologic Oncology Group (GOG) | |||||
We entered into an agreement with the GOG, now part of NRG Oncology, in March 2004, as amended, related to the GOG-0212 trial of Opaxio in patients with ovarian cancer, which the GOG is conducting. We recorded a $0.9 million obligation due to the GOG based on the 1,100 patient enrollment milestone achieved in the third quarter of 2013 which was subsequently paid in the first half of 2014. In the first quarter of 2014, we also recorded a $0.3 million obligation to the GOG as required under the agreement based on the additional 50 patients enrolled, with such amount being paid in April 2014. We may be required to pay up to an additional $1.0 million upon the attainment of certain other milestones, of which $0.5 million has been recorded in accrued expenses as of December 31, 2014. | |||||
PG-TXL | |||||
In November 1998, we entered into an agreement with PG-TXL Company, L.P., or PG-TXL, as amended in February 2006, which grants us an exclusive worldwide license for the rights to Opaxio and to all potential uses of PG-TXL’s polymer technology, or the PG-TXL Agreement. Pursuant to the PG-TXL Agreement, we acquired the rights to research, develop, manufacture, market and sell anti-cancer drugs developed using this polymer technology. Pursuant to the PG-TXL Agreement, we are obligated to make payments to PG-TXL upon the achievement of certain development and regulatory milestones of up to $14.4 million. The timing of the remaining milestone payments under the PG-TXL Agreement is based on trial commencements and completions for compounds protected by PG-TXL license rights, and regulatory and marketing approval of those compounds by the FDA and the EMA. Additionally, we are required to make royalty payments to PG-TXL based on net sales. Our royalty payments range from low-single digits to mid-single digits as a percentage of net sales. Unless otherwise terminated, the term of the PG-TXL Agreement continues until no royalties are payable to PG-TXL. We may terminate the PG-TXL Agreement (i) upon advance written notice to PG-TXL in the event issues regarding the safety of the products licensed pursuant to the PG-TXL Agreement arise during development or clinical data obtained reveal a materially adverse tolerability profile for the licensed product in humans or (ii) for any reason upon advance written notice. In addition, either party may terminate the PG-TXL Agreement (a) upon advance written notice in the event certain license fee payments are not made; (b) in the event of an uncured material breach of the respective material obligations and conditions of the PG-TXL Agreement; or (c) in the event of liquidation or bankruptcy of a party. | |||||
Nerviano Medical Sciences | |||||
Under a license agreement entered into with Nerviano Medical Sciences, S.r.l. for brostallicin, we may be required to pay up to $80.0 million in milestone payments based on the achievement of certain product development results. Due to the early stage of development of brostallicin, we cannot make a determination that the milestone payments are reasonably likely to occur at this time. | |||||
Cephalon | |||||
Pursuant to an acquisition agreement entered into with Cephalon, Inc., or Cephalon, in June 2005, we have the right to receive up to $100.0 million in payments upon achievement of specified sales and development milestones related to TRISENOX. During the year ended December 31, 2014 and 2013, we received $15.0 million and $5.0 million, respectively, from Teva Pharmaceutical Industries Ltd., or Teva, upon the achievement of worldwide net sales milestones of TRISENOX, which was included in license and contract revenue. TRISENOX was acquired from us by Cephalon. Cephalon was subsequently acquired by Teva. The achievement of the remaining milestones is uncertain at this time. | |||||
Other Agreements | |||||
We have several agreements with contract research organizations, third party manufacturers, and distributors which have durations of greater than one year for the development and distribution of certain of our compounds. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Share-Based Compensation | 13 | Share-Based Compensation | |||||||||||||||
Share-Based Compensation Expense | |||||||||||||||||
Share-based compensation expense for all share-based payment awards made to employees and directors is measured based on the grant-date fair value estimated in accordance with generally accepted accounting principles. We recognize share-based compensation using the straight-line, single-award method based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation is reduced for estimated forfeitures at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For performance-based awards that do not include market-based conditions, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement. For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met. | |||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, we recognized share-based compensation expense which consisted of the following types of awards (in thousands): | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Performance rights | $ | 1,549 | $ | 1,165 | $ | 2,358 | |||||||||||
Restricted stock | 14,749 | 5,906 | 5,180 | ||||||||||||||
Options | 3,898 | 1,995 | 400 | ||||||||||||||
Total share-based compensation expense | $ | 20,196 | $ | 9,066 | $ | 7,938 | |||||||||||
The following table summarizes share-based compensation expense for the years ended December 31, 2014, 2013 and 2012, which was allocated as follows (in thousands): | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Research and development | $ | 3,437 | $ | 2,178 | $ | 1,730 | |||||||||||
Selling, general and administrative | 16,759 | 6,888 | 6,208 | ||||||||||||||
Total share-based compensation expense | $ | 20,196 | $ | 9,066 | $ | 7,938 | |||||||||||
Share-based compensation had a $20.2 million, $9.1 million and $7.9 million effect on our net loss attributable to common shareholders, which resulted in a $(0.14), $(0.08) and $(0.14) effect on basic and diluted net loss per common share for the years ended December 31, 2014, 2013 and 2012, respectively. It had no effect on cash flows from operations or financing activities for the periods presented; however, during the years ended 2014, 2013 and 2012, we repurchased 57,000, 200,000 and 23,000 shares of our common stock totaling $0.2 million, $0.2 million and $0.1 million, respectively, for cash in connection with the vesting of employee restricted stock awards based on taxes owed by employees upon vesting of the awards. | |||||||||||||||||
As of December 31, 2014, unrecognized compensation cost related to unvested stock options and time-based restricted stock awards amounted to $6.3 million, which will be recognized over the remaining weighted-average requisite service period of 1.02 years. The unrecognized compensation cost related to unvested options and restricted stock does not include the value of performance-based share awards. | |||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, no tax benefits were attributed to the share-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets. | |||||||||||||||||
Stock Plan | |||||||||||||||||
Pursuant to our 2007 Equity Incentive Plan, as amended and restated, or the Plan, we may grant the following types of incentive awards: (1) stock options, including incentive stock options and non-qualified stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units and (5) cash awards. The Plan is administered by the Compensation Committee of our Board of Directors, which has the discretion to determine the employees, consultants and directors who shall be granted incentive awards. Options expire 10 years from the date of grant, subject to the recipients continued service to the Company. As of December 31, 2014, 32.5 million shares were authorized for issuance, of which 11.9 million shares of common stock were available for future grants, under the Plan. | |||||||||||||||||
Stock Options | |||||||||||||||||
Fair value for stock options was estimated at the date of grant using the Black-Scholes pricing model, with the following weighted average assumptions: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Risk-free interest rate | 1.7 | % | 1.4 | % | 0.8 | % | |||||||||||
Expected dividend yield | None | None | None | ||||||||||||||
Expected life (in years) | 5.2 | 5.3 | 4.7 | ||||||||||||||
Volatility | 97 | % | 102 | % | 88 | % | |||||||||||
The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available for U.S. Treasury securities at maturity with an equivalent term. We have not declared or paid any dividends on our common stock and do not currently expect to do so in the future. The expected term of options represents the period that our options are expected to be outstanding and was determined based on historical weighted average holding periods and projected holding periods for the remaining unexercised options. Consideration was given to the contractual terms of our options, vesting schedules and expectations of future employee behavior. Expected volatility is based on the annualized daily historical volatility, including consideration of the implied volatility and market prices of traded options for comparable entities within our industry. | |||||||||||||||||
Our stock price volatility and option lives involve management’s best estimates, both of which impact the fair value of options calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. As we also recognize compensation expense for only the portion of options expected to vest, we apply estimated forfeiture rates that we derive from historical employee termination behavior. If the actual number of forfeitures differs from our estimates, additional adjustments to compensation expense may be required in future periods. | |||||||||||||||||
The following table summarizes stock option activity for all of our stock option plans: | |||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Options | Price | Term (Years) | (Thousands) | ||||||||||||||
Outstanding at January 1, 2012 (59,000 exercisable) | 156,000 | $ | 90.07 | ||||||||||||||
Granted | 179,000 | $ | 4.92 | ||||||||||||||
Exercised | — | $ | — | ||||||||||||||
Forfeited | (23,000 | ) | $ | 5.93 | |||||||||||||
Cancelled and expired | (5,000 | ) | $ | 886.13 | |||||||||||||
Outstanding at December 31, 2012 (105,000 exercisable) | 307,000 | $ | 33.72 | ||||||||||||||
Granted | 4,352,000 | $ | 1.71 | ||||||||||||||
Exercised | — | $ | — | ||||||||||||||
Forfeited | (112,000 | ) | $ | 2.4 | |||||||||||||
Cancelled and expired | (28,000 | ) | $ | 133.72 | |||||||||||||
Outstanding at December 31, 2013 (1,560,000 exercisable) | 4,519,000 | $ | 3.04 | ||||||||||||||
Granted | 1,015,000 | $ | 3.49 | ||||||||||||||
Exercised | (183,000 | ) | $ | 1.49 | |||||||||||||
Forfeited | (356,000 | ) | $ | 2.25 | |||||||||||||
Cancelled and expired | (77,000 | ) | $ | 9.86 | |||||||||||||
Outstanding at December 31, 2014 | 4,918,000 | $ | 3.14 | 8.83 | $ | 2,480 | |||||||||||
Vested or expected to vest at December 31, 2014 | 4,759,000 | $ | 3.15 | 8.82 | $ | 2,436 | |||||||||||
Exercisable at December 31, 2014 | 3,174,000 | $ | 3.42 | 8.73 | $ | 1,925 | |||||||||||
The weighted average exercise price of options exercisable at December 31, 2013 and 2012 was $5.39 and $89.08, respectively. The weighted average grant-date fair value of options granted during 2014, 2013 and 2012 was $2.59, $1.32 and $3.28 per option, respectively. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
We issued 4.4 million, 6.4 million and 4.3 million shares of restricted common stock in 2014, 2013 and 2012, respectively. The weighted average grant-date fair value of restricted shares issued during 2014, 2013 and 2012 was $3.23, $1.21 and $4.77, respectively. Additionally, 0.3 million, 1.2 million and 0.9 million shares of restricted stock were cancelled during 2014, 2013 and 2012, respectively. | |||||||||||||||||
A summary of the status of nonvested restricted stock awards as of December 31, 2014 and changes during the period then ended, is presented below: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Grant-Date Fair Value | |||||||||||||||||
Nonvested Shares | Per Share | ||||||||||||||||
Nonvested at December 31, 2013 | 4,688,000 | $ | 2.95 | ||||||||||||||
Issued | 4,426,000 | $ | 3.23 | ||||||||||||||
Vested | (5,764,000 | ) | $ | 2.42 | |||||||||||||
Forfeited | (296,000 | ) | $ | 3 | |||||||||||||
Nonvested at December 31, 2014 | 3,054,000 | $ | 4.35 | ||||||||||||||
The total fair value of restricted stock awards vested during the years ended December 31, 2014, 2013 and 2012 was $18.0 million, $5.1 million and $3.4 million, respectively. | |||||||||||||||||
Long-Term Performance Awards | |||||||||||||||||
In November 2011, we granted restricted stock units to our executive officers and directors that became effective on January 3, 2012, or the Long-Term Performance Awards. The Long-Term Performance Awards vest upon achievement of milestone-based performance conditions. (There were eight of such performance conditions, one of which is a market-based performance condition). If one or more of the underlying performance-based conditions are timely achieved, the award recipient will be entitled to receive a number of shares of our common stock (subject to share limits of the Plan), determined by multiplying (i) the award percentage corresponding to that particular performance goal by (ii) the total number of outstanding shares of our common stock as of the date that the particular performance goal is achieved. | |||||||||||||||||
In June 2012, one of the performance conditions was achieved as discussed below. In March 2013, certain performance criteria of the Long-Term Performance Awards were modified, two new performance-based awards were granted, one performance-based award was cancelled, and the expiration date was extended to December 31, 2015. In January 2014, the expiration date of the Long-Term Performance Awards was further extended to December 31, 2016, and two new performance-based awards were granted. | |||||||||||||||||
The aggregate of the award percentages related to all ten performance goals in effect as of December 31, 2014 is 12.0%, of which 8.8% and 3.2% are attributable to the executive officers and director participants, respectively. A portion of each of these awards was granted in the form of restricted shares of common stock issued on January 3, 2012. | |||||||||||||||||
The fair value of the Long-Term Performance Awards was estimated based on the average present value of the awards to be issued upon achievement of the performance conditions. The average present value was calculated based upon the expected date the shares of common stock underlying the performance awards will vest, or the event date, the expected stock price on the event date, and the expected shares outstanding as of the event date. The event date, stock price and the shares outstanding were estimated using a Monte Carlo simulation model, which is based on assumptions by management, including the likelihood of achieving the milestones and potential future financings. | |||||||||||||||||
In June 2012, our Board of Directors certified completion of the performance condition relating to approval of our marketing authorization application for PIXUVRI in the E.U. and 0.4 million shares vested to our executive officers and directors. We recognized $1.1 million in share-based compensation upon satisfaction of this performance condition for the year ended December 31, 2012. | |||||||||||||||||
We determined the Long-Term Performance Awards with a market-based performance condition had a grant-date fair value of $3.6 million for the current executive officers and director participants. We determined that the market-based performance condition had an incremental fair value of $0.8 million on the first modification date in March 2013 and an additional incremental fair value of $1.8 million on the second modification date in January 2014 for the current executive officers and director participants, which are being recognized in addition to the unrecognized grant-date fair value as of the modification date over the remaining estimated requisite service period. We recognized $1.4 million, $1.2 million and $1.3 million in share based compensation expense related to the performance awards with a market-based performance condition for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||
Nonemployee Share-Based Compensation | |||||||||||||||||
Share-based compensation expense for awards granted to nonemployees is determined using the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. The fair value of options and restricted stock awards granted to nonemployees is periodically remeasured as the underlying options or awards vest. The value of the instrument is amortized to expense over the vesting period with final valuation measured on the vesting date. As of December 31, 2014 and 2013 unvested nonemployee options to acquire approximately 78,000 and 157,000 shares of common stock were outstanding, respectively. Additionally, unvested nonemployee restricted stock awards totaled approximately 21,000 and 163,000 as of December 31, 2014 and 2013, respectively. As of December 31, 2012, all nonemployee options and restricted stock awards had vested. We recorded compensation expense of $317,000 and $310,000 in 2014 and 2013, respectively, and reversed previously recorded compensation expense of $1,000 in 2012 related to nonemployee stock options and restricted stock awards. | |||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||
Under our 2007 Employee Stock Purchase Plan, as amended and restated in August 2009, or the Purchase Plan, eligible employees may purchase a limited number of shares of our common stock at 85% of the lower of the subscription date fair market value and the purchase date fair market value. There are two six-month offerings per year. Under the Purchase Plan, we issued approximately 4,000, 3,000, 3,000 shares to employees in each year ended December 31, 2014, 2013 and 2012. There are 50,833 shares of common stock authorized under the Purchase Plan and 34,149 shares are reserved for future purchases as of December 31, 2014. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |
Dec. 31, 2014 | ||
Compensation And Retirement Disclosure [Abstract] | ||
Employee Benefit Plans | 14 | Employee Benefit Plans |
The Company’s U.S. employees participate in the CTI BioPharma Corp. 401(k) Plan whereby eligible employees may defer up to 80% of their compensation, up to the annual maximum allowed by the Internal Revenue Service. We may make discretionary matching contributions based on certain plan provisions. We recorded $0.2 million, $0.2 million and $0.2 million related to discretionary matching contributions during each of the years ended December 31, 2014, 2013 and 2012, respectively. |
Shareholder_Rights_Plan
Shareholder Rights Plan | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Stockholder Rights Plan | 15 | Shareholder Rights Plan |
In December 2009, our Board of Directors approved and adopted a shareholder rights plan, or Rights Plan, in which one preferred stock purchase right was distributed for each common share held as of the close of business on January 7, 2010. Initially, the rights are not exercisable, and are attached to and trade with, all of the shares of CTI’s common stock outstanding as of, and issued subsequent to January 7, 2010. In 2012, our Board of Directors approved certain amendments to the Rights Plan. | ||
Each right, if and when it becomes exercisable, will entitle the holder to purchase a unit consisting of one ten-thousandth of a share of Series ZZ Junior Participating Cumulative Preferred Stock, no par value per share, at a cash exercise price of $8.00 per unit, subject to standard adjustment in the Rights Plan. The rights will separate from the common stock and become exercisable if a person or group acquires 20% or more of our common stock. Upon acquisition of 20% or more of our common stock, the Board could decide that each right (except those held by a 20% shareholder, which become null and void) would become exercisable entitling the holder to receive upon exercise, in lieu of a number of units of preferred stock, that number of shares of our common stock having a market value of two times the exercise price of the right. In certain circumstances, including if there are insufficient shares of our common stock to permit the exercise in full of the rights, the holder may receive units of preferred stock, other securities, cash or property, or any combination of the foregoing. | ||
In addition, if we are acquired in a merger or other business combination transaction, each holder of a right, except those rights held by a 20% shareholder which become null and void, would have the right to receive, upon exercise, common stock of the acquiring company having a market value equal to two times the exercise price of the right. The Board may redeem the rights for $0.0001 per right or terminate the Rights Plan at any time prior to an acquisition by a person or group holding 20% or more of our common stock. The Rights Plan will expire on December 3, 2015. |
Customer_and_Geographic_Concen
Customer and Geographic Concentrations | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Segment Reporting [Abstract] | |||||||||||
Customer and Geographic Concentrations | 16 | Customer and Geographic Concentrations | |||||||||
We consider our operations to be a single operating segment focused on the development, acquisition and commercialization of novel treatments for cancer. Financial results of this reportable segment are presented in the accompanying consolidated financial statements. | |||||||||||
All sales of PIXUVRI during 2014 and 2013 were in Europe. Product sales from PIXUVRI’s major customers as a percentage of total product sales were as follows: | |||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Customer A | 57 | % | 67 | % | - | ||||||
Customer B | 27 | % | - | - | |||||||
The following table depicts long-lived assets based on the following geographic locations (in thousands): | |||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | ||||||||||
United States | $ | 4,512 | $ | 5,336 | |||||||
Europe | 134 | 142 | |||||||||
Total long-lived assets | $ | 4,646 | $ | 5,478 | |||||||
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss Per Share | 17 | Net Loss Per Share | |||||||||||
Basic and diluted net loss per share is calculated using the weighted average number of shares outstanding as follows (in thousands, except per share amounts): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss attributable to common shareholders | $ | (95,992 | ) | $ | (49,643 | ) | $ | (115,275 | ) | ||||
Basic and diluted: | |||||||||||||
Weighted average shares outstanding | 153,467 | 119,042 | 62,021 | ||||||||||
Less weighted average restricted shares outstanding | (4,936 | ) | (4,847 | ) | (3,896 | ) | |||||||
Shares used in calculation of basic and diluted net loss per common share | 148,531 | 114,195 | 58,125 | ||||||||||
Net loss per common share: Basic and diluted | $ | (0.65 | ) | $ | (0.43 | ) | $ | (1.98 | ) | ||||
Equity awards, warrants, and unvested share rights aggregating 14.8 million shares, 11.8 million shares and 8.5 million shares for the year ended December 31, 2014, 2013 and 2012, respectively, prior to the application of the treasury stock method, are excluded from the calculation of diluted net loss per share because they are anti-dilutive. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | 18 | Related Party Transactions |
In May 2007, we formed Aequus, a majority-owned subsidiary of which our ownership was approximately 61% as of December 31, 2014. We entered into a license agreement with Aequus whereby Aequus gained rights to our Genetic Polymer™ technology which Aequus will continue to develop. The Genetic Polymer technology may speed the manufacture, development, and commercialization of follow-on and novel protein-based therapeutics. | ||
In May 2007, we also entered into an agreement to fund Aequus in exchange for a convertible promissory note. The terms of the note provide that (i) interest accrues at a rate of 6% per annum until maturity, (ii) in the event the note balance is not paid on or before the maturity date, interest accrues at a rate of 10% per annum and (iii) prior to maturity, the note is convertible into a number of shares of Aequus equity securities equal to the quotient obtained by dividing (a) the outstanding balance of the note by (b) the price per share of the Aequus equity securities. The note matured and was due and payable in May 2012, although it has not yet been repaid. We are currently in negotiations with Aequus to, among other things, extend the maturity date of the note. In addition, we entered into a services agreement to provide certain administrative and research and development services to Aequus. The amounts charged for these services, if unpaid by Aequus within 30 days, will be considered additional principal advanced under the promissory note. We funded Aequus $2.0 million, $1.5 million and $0.6 million during the years ended December 31, 2014, 2013 and 2012, respectively, including amounts advanced in association with the services agreement. The Aequus note balance, including accrued interest, was approximately $8.1 million and $5.8 million as of December 31, 2014 and 2013, respectively. This intercompany balance was eliminated in consolidation. | ||
Our President and Chief Executive Officer, James A. Bianco, M.D., and our Executive Vice President, Global Medical Affairs and Translational Medicine, Jack W. Singer, M.D., are both minority shareholders of Aequus, each owning approximately 4.4% of the equity in Aequus as of December 31, 2014. Both Dr. Bianco and Dr. Singer are members of Aequus’ Board of Directors. Additionally, Frederick W. Telling, Ph.D., a member of our Board of Directors, owns approximately 1.3% of Aequus as of December 31, 2014 and is also a member of Aequus’ Board of Directors. |
Legal_Proceedings
Legal Proceedings | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments And Contingencies Disclosure [Abstract] | ||
Legal Proceedings | 19 | Legal Proceedings |
In August 2009, SICOR Società Italiana Corticosteroidi S.R.L., or Sicor, filed a lawsuit in the Court of Milan to obtain the Court’s assessment that we were bound to source the chemical compound, BBR2778, from Sicor according to the terms of a supply agreement executed between Sicor and Novuspharma S.p.A, or Novuspharma, a pharmaceutical company located in Italy, on October 4, 2002. We are the successor in interest to such agreement by virtue of our merger with Novuspharma in January 2004. Sicor alleged that the agreement was not terminated according to its terms. We asserted that the supply agreement in question was properly terminated and that we have no further obligation to comply with its terms. On December 30, 2013, the Court of Milan issued its decision and rejected all of Sicor’s claims; this proceeding has therefore concluded and is not subject to appeal. | ||
On December 10, 2009, the Commissione Nazionale per le Società e la Borsa (which is the public authority responsible for regulating the Italian securities markets), or CONSOB, sent us a notice claiming, among other things, violation of the provisions of Section 114, paragraph 1 of the Italian Legislative Decree no. 58/98 due to the asserted late disclosure of the contents of the opinion expressed by Stonefield Josephson, Inc., an independent registered public accounting firm, with respect to our 2008 financial statements. The sanctions established by Section 193, paragraph 1 of the Italian Legislative Decree no. 58/98 for such violations could require us to pay a pecuniary administrative sanction amounting to between $6,000 and $606,000 upon conversion from euros as of December 31, 2014. Until CONSOB’s right is barred, CONSOB may, at any time, confirm the occurrence of the asserted violation and apply a pecuniary administrative sanction within the foregoing range. To date, we have not received any such notification. | ||
The Italian Tax Authority, or the ITA, issued notices of assessment to CTI (Europe) based on the ITA’s audit of CTI (Europe)’s VAT returns for the years 2003, 2005, 2006 and 2007, or, collectively, the VAT Assessments. The ITA audits concluded that CTI (Europe) did not collect and remit VAT on certain invoices issued to non-Italian clients for services performed by CTI (Europe). We believe that the services invoiced were non-VAT taxable consultancy services and that the VAT returns are correct as originally filed. We are defending ourselves against the assessments both on procedural grounds and on the merits of the case. As of December 31, 2012, we reversed the entire reserve we had previously recorded relating to the VAT Assessments after having received favorable court rulings. In January 2013, our then remaining deposit for the VAT Assessments was refunded to us. The current status of the legal proceedings surrounding each respective VAT year return at issue is as follows: | ||
2003. In June 2013, the Regional Tax Court issued decision no. 119/50/13 in regards to the 2003 VAT assessment, which accepted the appeal of the ITA and reversed the previous decision of the Provincial Tax Court. In January 2014, we were notified that the ITA requested partial payment of the 2003 VAT assessment in the amount of €0.4 million translated to $0.6 million which we paid in March 2014. We believe that the decision of the Regional Tax Court did not carefully take into account our arguments and the documentation we filed, and in January 2014, we appealed such decision to the Italian Supreme Court both on procedural grounds and on the merits of the case. | ||
2005, 2006 and 2007. The ITA has appealed to the Italian Supreme Court the decisions of the respective appellate court with respect to each of the 2005, 2006 and 2007 VAT returns. | ||
If the final decisions of the Italian Supreme Court for the VAT Assessments are unfavorable to us, we may incur up to $11.4 million in losses for the VAT amount assessed including penalties, interest and fees upon conversion from euros as of December 31, 2014. | ||
In July 2014, Joseph Lopez and Gilbert Soper, shareholders of the Company, filed a derivative lawsuit purportedly on behalf of the Company, which is named a nominal defendant, against all current and one past member of the Company’s Board of Directors in King County Superior Court in the State of Washington, docketed as Lopez & Gilbert v. Nudelman, et al., Case No. 14-2-18941-9 SEA. The lawsuit alleges that the directors exceeded their authority under the Plan by improperly transferring 4,756,137 shares of the Company’s common stock from the Company to themselves. It alleges that the directors breached their fiduciary duties by granting themselves fully vested shares of Company common stock, which the plaintiffs allege were not among the six types of grants authorized by the Plan, and that the non-employee directors were unjustly enriched by these grants. The lawsuit also alleges that from 2011 through 2014, the non-employee members of the Board of Directors granted themselves grossly excessive compensation, and in doing so breached their fiduciary duties and were unjustly enriched. Among other remedies, the lawsuit seeks a declaration that the specified grants of common stock violated the Plan, rescission of the granted shares, disgorgement of the compensation awards to the non-employee directors from 2011 through 2014, disgorgement of all compensation and other benefits received by the defendant directors in the course of their breaches of fiduciary duties, damages, an order for certain corporate reforms and plaintiffs’ costs and attorneys’ fees. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. In September 2014, the director defendants moved to dismiss the complaint. The motion to dismiss was heard on November 21, 2014, and the Court entered an order denying the motion to dismiss on December 5, 2014. Defendants' answer to the complaint was filed on January 13, 2015. The trial date is currently set for August 24, 2015. At this stage of the litigation, no probability of loss can be predicted. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 20 | Income Taxes | |||||||||||
We file income tax returns in the U.S., Italy and the United Kingdom. A substantial part of our operations takes place in the State of Washington, which does not impose an income tax as that term is defined in ASC 740, Income Taxes. As such, our state income tax expense or benefit, if recognized, would be immaterial to our operations. We are not currently under examination by an income tax authority, nor have we been notified that an examination is contemplated. | |||||||||||||
In 2014, 2013 and 2012, we had losses from operations before income taxes from domestic operations of $86.7 million, $42.1 million and $111.1 million; and from foreign operations of $9.3 million, $7.6 million and $4.2 million, respectively. | |||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying values of assets and liabilities for financial reporting and income tax reporting in accordance with ASC 740. We have a valuation allowance equal to net deferred tax assets due to the uncertainty of realizing the benefits of the assets. Our valuation allowance increased $28.0 million, increased $11.3 million, decreased $113.5 million during 2014, 2013 and 2012, respectively. | |||||||||||||
The reconciliation between our effective tax rate and the income tax rate as of December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax rate | (34 | %) | (34 | %) | (34 | %) | |||||||
Research and development tax credits | (3 | ) | (3 | ) | — | ||||||||
I.R.C. Section 382 limited research and development tax credits | — | — | 1 | ||||||||||
Non-deductible executive compensation | 3 | 1 | 1 | ||||||||||
I.R.C. Section 382 limited net operating losses | — | 3 | 134 | ||||||||||
Valuation allowance | 30 | 27 | (111 | ) | |||||||||
Expired tax attribute carryforwards | — | — | 7 | ||||||||||
Foreign tax rate differential | 3 | 6 | 1 | ||||||||||
Other | 1 | — | 1 | ||||||||||
Net effective tax rate | — | % | — | % | — | % | |||||||
Significant components of our deferred tax assets and liabilities as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 63,983 | $ | 49,777 | |||||||||
Capitalized research and development | 34,936 | 31,046 | |||||||||||
Research and development tax credit carryforwards | 3,968 | 1,486 | |||||||||||
Stock based compensation | 12,809 | 12,097 | |||||||||||
Intangible assets | 17,007 | 10,518 | |||||||||||
Depreciation and amortization | 191 | 96 | |||||||||||
Other deferred tax assets | 3,072 | 3,062 | |||||||||||
Total deferred tax assets | 135,966 | 108,082 | |||||||||||
Less valuation allowance | (135,293 | ) | (107,271 | ) | |||||||||
673 | 811 | ||||||||||||
Deferred tax liabilities: | |||||||||||||
GAAP adjustments on Novuspharma merger | (208 | ) | (208 | ) | |||||||||
Deductions for tax in excess of financial statements | (465 | ) | (603 | ) | |||||||||
Total deferred tax liabilities | (673 | ) | (811 | ) | |||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Due to our equity financing transactions, and other owner shifts as defined in Internal Revenue Code Section 382, or the Code, we incurred “ownership changes” pursuant to the Code. These ownership changes trigger a limitation on our ability to utilize our net operating losses, or NOL, and research and development credits against future income. We have obtained a private letter ruling that determines the availability of the NOL after a 2007 ownership change. | |||||||||||||
In October 2012, an “ownership change” occurred. The ownership change limits the utilization of certain tax attributes including the NOL. After the October 2012 ownership change the utilization of the NOL is limited to approximately $4.3 million annually. At December 2014, the gross NOL carryforward was approximately $1.1 billion. The annual NOL limitation will reduce the available NOL carryforward to approximately $188.2 million expiring from 2018 to 2024. The deferred tax asset and valuation allowance have been reduced accordingly. | |||||||||||||
At December 2014, the NOL carryforward in the United Kingdom was approximately $20.9 million which be carried forward indefinitely. The NOL carryforward for the United Kingdom is not included in our schedule of deferred tax assets nor our effective tax rate reconciliation because the net impact on our financial statements is not material. NOLs in Italy are not material. | |||||||||||||
Effective January 1, 2007, we adopted the provisions of FASB Interpretation 48, Accounting for Uncertainty in Income Taxes, as codified in ASC 740-10, and we have analyzed filing positions in our tax returns for all open years. We are subject to U.S. federal and state, Italian and United Kingdom income taxes with varying statutes of limitations. Tax years from 1998 forward remain open to examination due to the carryover of net operating losses or tax credits. Our policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. As of December 31, 2014, we had no unrecognized tax benefits and therefore no accrued interest or penalties related to unrecognized tax benefits. We believe that our income tax filing positions reflected in the various tax returns are more-likely-than not to be sustained on audit and thus there are no anticipated adjustments that would result in a material change to our consolidated financial position, results of operations and cash flows. Therefore, no reserves for uncertain income tax positions have been recorded. | |||||||||||||
In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss or tax carryforward exists. FASB concluded that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset except in certain circumstances the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The adoption of this standard did not have an impact on its consolidated financial statements. |
Unaudited_Quarterly_Data
Unaudited Quarterly Data | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Unaudited Quarterly Data | 21 | Unaudited Quarterly Data | |||||||||||||||
The following table presents summarized unaudited quarterly financial data (in thousands, except per share data): | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2014 | |||||||||||||||||
Total revenues (1), (2) | $ | 1,411 | $ | 1,343 | $ | 39,534 | $ | 17,789 | |||||||||
Product sales, net | 1,268 | 1,148 | 2,021 | 2,472 | |||||||||||||
Gross profit (3) | 1,123 | 946 | 1,769 | 2,176 | |||||||||||||
Net income (loss) attributable to CTI | (29,002 | ) | (27,399 | ) | 4,603 | (41,569 | ) | ||||||||||
Net income (loss) attributable to CTI common shareholders | (29,002 | ) | (27,399 | ) | 4,603 | (44,194 | ) | ||||||||||
Net income (loss) per common share—basic | (0.20 | ) | (0.19 | ) | 0.03 | (0.27 | ) | ||||||||||
Net income (loss) per common share—diluted | (0.20 | ) | (0.19 | ) | 0.03 | (0.27 | ) | ||||||||||
2013 | |||||||||||||||||
Total revenues (4) | $ | 1,126 | $ | 306 | $ | 362 | $ | 32,884 | |||||||||
Product sales, net | 1,126 | 306 | 362 | 520 | |||||||||||||
Gross profit (3) | 1,071 | 270 | 349 | 487 | |||||||||||||
Net income (loss) attributable to CTI | (19,384 | ) | (18,011 | ) | (15,544 | ) | 10,196 | ||||||||||
Net income (loss) attributable to CTI common shareholders | (19,384 | ) | (18,011 | ) | (22,444 | ) | 10,196 | ||||||||||
Net income (loss) per common share—basic | (0.18 | ) | (0.17 | ) | (0.20 | ) | 0.08 | ||||||||||
Net income (loss) per common share—diluted | (0.18 | ) | (0.17 | ) | (0.20 | ) | 0.08 | ||||||||||
-1 | Total revenues for the third quarter of 2014 include $17.3 million of license and contract revenue recognized in connection with the collaboration agreement with Servier in September 2014 and $20.0 million of license and contract revenue for a milestone payment received under the collaboration agreement with Baxter. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||
-2 | Total revenues for the fourth quarter of 2014 include $15.0 million of milestone payments received from Teva in November 2014 upon the achievement of worldwide net sales milestones of TRISENOX. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||
-3 | Gross profit is computed by subtracting cost of product sold from net product sales. | ||||||||||||||||
-4 | Total revenues for the fourth quarter of 2013 include $27.4 million of license and contract revenue recognized in connection with the collaboration agreement with Baxter in November 2013 and $5.0 million of license and contract revenue from Teva in November 2013 upon the achievement of a worldwide net sales milestone of TRISENOX. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Description of Business | CTI BioPharma Corp., also referred to in this Annual Report on Form 10-K as CTI, the “Company,” “we,” “us” or “our,” is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. Our goal is to build a profitable company by generating income from products we develop and commercialize, either alone or with partners. We are currently concentrating our efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, we are primarily focused on commercializing PIXUVRI® (pixantrone), or PIXUVRI, in the European Union, or the E.U., for multiply relapsed or refractory aggressive B-cell non-Hodgkin lymphoma, and conducting a Phase 3 clinical trial program of pacritinib for the treatment of adult patients with myelofibrosis to support regulatory submission for approval in the United States, or the U.S., and Europe. We are also evaluating pacritinib in earlier clinical trials as treatment for other blood-related cancers. |
We operate in a highly regulated and competitive environment. The manufacturing and marketing of pharmaceutical products require approval from, and are subject to, ongoing oversight by the Food and Drug Administration, or the FDA, in the U.S., the European Medicines Agency, or the EMA, in the E.U. and comparable agencies in other countries. Obtaining approval for a new therapeutic product is never certain, may take many years and may involve expenditure of substantial resources. | |
Principles of Consolidation | Principles of Consolidation |
The consolidated financial statements include the accounts of CTI and its wholly-owned subsidiaries, which include Systems Medicine LLC and CTI Life Sciences Limited, or CTILS. CTILS opened a branch in Italy in December 2009. We also retain ownership of our branch, Cell Therapeutics Inc.—Sede Secondaria, or CTI (Europe); however, we ceased operations related to this branch in September 2009. In addition, CTI Commercial LLC, a wholly-owned subsidiary, was included in the consolidated financial statements until dissolution in March 2012. | |
As of December 31, 2014, we also had a 61% interest in our majority-owned subsidiary, Aequus Biopharma, Inc., or Aequus. The remaining interest in Aequus not held by CTI is reported as noncontrolling interest in the consolidated financial statements. | |
All intercompany transactions and balances are eliminated in consolidation. | |
Reverse Stock Splits | Reverse Stock-Splits |
On September 2, 2012, we effected a one-for-five reverse stock split, referred to as the Stock Split. Unless otherwise noted, all impacted amounts included in the consolidated financial statements and notes thereto have been retroactively adjusted for the Stock Split. Unless otherwise noted, impacted amounts include shares of common stock authorized and outstanding, share issuances and cancellations, shares underlying preferred stock, convertible notes, warrants and stock options, shares reserved, conversion prices of convertible securities, exercise prices of warrants and options, and loss per share. Additionally, the Stock Split impacted preferred stock authorized (but not outstanding because there were no shares of preferred stock outstanding as of the time of the applicable reverse stock split). | |
Liquidity | Liquidity |
The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these condensed consolidated financial statements. However, we believe that our present financial resources, together with additional milestone payments projected to be received under certain of our contractual agreements, our ability to control costs and expected net sales of PIXUVRI, will only be sufficient to fund our operations through mid-third quarter of 2015. This raises substantial doubt about our ability to continue as a going concern. Further, we have incurred net losses since inception and expect to generate losses for the next few years primarily due to research and development costs for pacritinib, PIXUVRI, Opaxio and tosedostat. Our available cash and cash equivalents were $70.9 million as of December 31, 2014. | |
Accordingly, we will need to raise additional funds. We may seek to raise such capital through public or private equity financings, partnerships, collaborations, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, we have a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If we fail to obtain additional capital when needed, we may be required to delay, scale back or eliminate some or all of our research and development programs, reduce our selling, general and administrative expenses, be unable to attract and retain highly qualified personnel, refrain from making our contractually required payments when due (including debt payments) and/or may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. The accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. For example, estimates include assumptions used in calculating reserves for sales deductions such as rebates and returns of product sold, allowances for credit losses, excess and obsolete inventory, share-based compensation expense, the allocation of our operating expenses, the allocation of purchase price to acquired assets and liabilities, restructuring charges and our liability for excess facilities, our provision for loss contingencies, the useful lives of fixed assets, the fair value of our financial instruments, our tax provision and related valuation allowance, and determining potential impairment of long-lived assets. Actual results could differ from those estimates. | |
Certain Risks and Uncertainties | Certain Risks and Uncertainties |
Our results of operations are subject to foreign currency exchange rate fluctuations primarily due to our activity in Europe. We report the results of our operations in U.S. dollars, while the functional currency of our foreign subsidiaries is the euro. As the net positions of our unhedged foreign currency transactions fluctuate, our earnings might be negatively affected. In addition, the reported carrying value of our euro-denominated assets and liabilities that remain in our European branches and subsidiaries will be affected by fluctuations in the value of the U.S. dollar as compared to the euro. We review our foreign currency risk periodically along with hedging options to mitigate such risk. | |
Financial instruments which potentially subject us to concentrations of credit risk consist of accounts receivable. The Company has accounts receivable from the sale of PIXUVRI from a small number of distributors and health care providers. Further, the Company does not require collateral on amounts due from its distributors and is therefore subject to credit risk. The Company has not experienced any significant credit losses to date as a result of credit risk concentration. | |
Additionally, see Note 16, Customer and Geographic Concentrations, for further concentration disclosure. | |
Concentrations | Concentrations |
We source our drug products for commercial operations and clinical trials from a concentrated group of third party contractors. If we are unable to obtain sufficient quantities of source materials, manufacture or distribute our products to customers from existing suppliers and service providers, or if we were unable to obtain the materials or services from other suppliers, manufacturers or distributors, certain research and development and sales activities may be delayed. | |
Cash and Cash Equivalents | Cash and Cash Equivalents |
We consider all highly liquid debt instruments with maturities of three months or less at the time acquired to be cash equivalents. Cash equivalents represent short-term investments consisting of investment-grade corporate and government obligations, carried at cost, which approximates market value. | |
Accounts Receivable | Accounts Receivable |
Our accounts receivable balance includes trade receivables related to PIXUVRI sales. We estimate an allowance for doubtful accounts based upon the age of outstanding receivables and our historical experience of collections, which includes adjustments for risk of loss for specific customer accounts. We periodically review the estimation process and make changes to our assumptions as necessary. When it is deemed probable that a customer account is uncollectible, the account balance is written off against the existing allowance. We also consider the customers’ country of origin to determine if an allowance is required. We continue to monitor economic conditions, including the volatility associated with international economies, the sovereign debt crisis in certain European countries and associated impacts on the financial markets and our business. As of December 31, 2014 and 2013, our accounts receivable did not include any balance from a customer in a country that has exhibited financial stress that would have had a material impact on our financial results. We recorded an allowance for doubtful accounts of $0.1 million as of December 31, 2014. There was no allowance for doubtful accounts as of December 31, 2013. | |
Value Added Tax Receivable | Value Added Tax Receivable |
Our European operations are subject to a value added tax, or VAT, which is usually applied to all goods and services purchased and sold throughout Europe. The VAT receivable is approximately $4.9 million and $5.5 million as of December 31, 2014 and 2013, of which $4.7 million and $5.4 million is included in other assets and $0.2 million and $0.1 million is included in prepaid expenses and other current assets as of December 31, 2014 and 2013, respectively. The collection period of VAT receivable for our European operations ranges from approximately three months to five years. For our Italian VAT receivable, the collection period is approximately three to five years. As of December 31, 2014, the VAT receivable related to operations in Italy is approximately $4.8 million. We review our VAT receivable balance for impairment whenever events or changes in circumstances indicate the carrying amount might not be recoverable. | |
Inventory | Inventory |
We began capitalizing costs related to the production of PIXUVRI in February 2012 upon receiving a positive opinion for conditional approval by the EMA’s Committee for Medicinal Products for Human Use, at which time the likelihood of receiving conditional approval to market PIXUVRI in the E.U. was deemed probable. Production costs for our other product candidates continue to be charged to research and development expense as incurred prior to regulatory approval or until our estimate for regulatory approval becomes probable. We carry inventory at the lower of cost or market. The cost of finished goods and work in process is determined using the standard-cost method, which approximates actual cost based on a first-in, first-out method. Inventory includes the cost of materials, third party contract manufacturing and overhead costs, quality control costs and shipping costs from the manufacturers to the final distribution warehouse associated with the production and distribution of PIXUVRI. We regularly review our inventories for obsolescence and reserves are established when necessary. Estimates of excess inventory consider our projected sales of the product and the remaining shelf lives of product. In the event we identify excess, obsolete or unsaleable inventory, the value is written down to the net realizable value. | |
Property and Equipment | Property and Equipment |
Property and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation commences at the time assets are placed in service. We calculate depreciation using the straight-line method over the estimated useful lives of the assets ranging from three to five years for assets other than leasehold improvements. We amortize leasehold improvements over the lesser of their useful life of 10 years or the term of the applicable lease. | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
We review our long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted future cash flows to the recorded value of the asset. If an impairment is indicated, the asset is written down to its estimated fair value based on fair market values. | |
Leases | Leases |
We analyze leases at the inception of the agreement to classify as either an operating or capital lease. On certain of our lease agreements, the terms include rent holidays, rent escalation clauses and incentives for leasehold improvements. We recognize deferred rent relating to incentives for rent holidays and leasehold improvements and amortize the deferred rent over the term of the leases as a reduction of rent expense. For rent escalation clauses, we recognize rent expense on a straight-line basis equal to the amount of total minimum lease payments over the term of the lease. | |
Acquisitions | Acquisitions |
We account for acquired businesses using the acquisition method of accounting, which requires that most assets acquired and liabilities assumed be recognized at fair value as of the acquisition date. Any excess of the consideration transferred over the fair value of the net assets acquired is recorded as goodwill, and the fair value of the acquired in-process research and development, or IPR&D, is recorded on the balance sheet. If the acquired net assets do not constitute a business, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. | |
Fair Value Measurement | Fair Value Measurement |
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value measurements are based on a three-tier hierarchy that prioritizes the inputs used to measure fair value. There are three levels of inputs used to measure fair value with Level 1 having the highest priority and Level 3 having the lowest: | |
Level 1 – Observable inputs, such as unadjusted quoted prices in active markets for identical assets or liabilities. | |
Level 2 - Observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities, or other inputs that are observable directly or indirectly. | |
Level 3 - Unobservable inputs that are supported by little or no market activity, requiring an entity to develop its own assumptions. | |
If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | |
At December 31, 2014 and 2013, the carrying value of financial instruments such as receivables and payables approximated their fair values due to their short-term maturities. The carrying value of our long-term debt approximated its fair value at December 31, 2014 and 2013 based on borrowing rates for similar loans and maturities. | |
Contingencies | Contingencies |
We record liabilities associated with loss contingencies to the extent that we conclude the occurrence of the contingency is probable and that the amount of the related loss is reasonably estimable. We record income from gain contingencies only upon the realization of assets resulting from the favorable outcome of the contingent event. See Note 12, Collaboration, Licensing and Milestone Agreements and Note 19, Legal Proceedings, for further information regarding our current gain and loss contingencies. | |
Revenue Recognition | Revenue Recognition |
We currently have conditional approval to market PIXUVRI in the E.U. Revenue is recognized when there is persuasive evidence of the existence of an agreement, delivery has occurred, prices are fixed or determinable, and collectability is assured. Where the revenue recognition criteria are not met, we defer the recognition of revenue by recording deferred revenue until such time that all criteria under the provision are met. | |
Product Sales | |
We sell PIXUVRI through a limited number of distributors and directly to health care providers in Austria, Denmark, Finland, Germany, Norway, Sweden and the U.K. We generally record product sales upon receipt of the product by the health care providers and certain distributors at which time title and risk of loss pass. Product sales are recorded net of distributor discounts, estimated government-mandated rebates, trade discounts, and estimated product returns. Reserves are established for these deductions and actual amounts incurred are offset against the applicable reserves. We reflect these reserves as either a reduction in the related account receivable or as an accrued liability depending on the nature of the sales deduction. These estimates are periodically reviewed and adjusted as necessary. | |
Government-mandated discounts and rebates | |
Our products are subject to certain programs with government entities in the E.U. whereby pricing on products is discounted below distributor list price to participating health care providers. These discounts are provided to participating health care providers either at the time of sale or through a claim by the participating health care providers for a rebate. Due to estimates and assumptions inherent in determining the amount of government discounts and rebates, the actual amount of future claims may be different from our estimates, at which time we would adjust our reserves accordingly. | |
Product returns and other deductions | |
At the time of sale, we also record estimates for certain sales deductions such as product returns and distributor discounts and incentives. We offer certain distributors a limited right of return or replacement of product that is damaged in certain instances. When we cannot reasonably estimate the amount of future product returns and/or other sales deductions, we do not recognize revenue until the risk of product return and additional sales deductions have been substantially eliminated. | |
Collaboration Agreements | Collaboration agreements |
We evaluate collaboration agreements to determine whether the multiple elements and associated deliverables can be considered separate units of accounting in accordance with ASC 605-25 Revenue Recognition—Multiple-Element Arrangements. If it is determined that the deliverables under the collaboration agreement are a single unit of accounting, all amounts received or due, including any upfront payments, are recognized as revenue over the performance obligation periods of each agreement. Following the completion of the performance obligation period, such amounts will be recognized as revenue when collectability is reasonably assured. | |
The assessment of multiple element arrangements requires judgment in order to determine the allocation of revenue to each deliverable and the appropriate point in time, or period of time, that revenue should be recognized. In order to account for these agreements, we identify deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on whether certain criteria are met, including whether the delivered element has standalone value to the collaborator. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. | |
Milestone payments under the collaboration agreement are generally aggregated into three categories for reporting purposes: (i) development milestones, (ii) regulatory milestones, and (iii) sales milestones. Development milestones are typically payable when a product candidate initiates or advances into different clinical trial phases. Regulatory milestones are typically payable upon submission for marketing approval with the FDA, or with the regulatory authorities of other countries, or on receipt of actual marketing approvals for the compound or for additional indications. Sales milestones are typically payable when annual sales reach certain levels. | |
At the inception of each agreement that includes milestone payments, we evaluate whether each milestone is substantive and at risk to both parties on the basis of the contingent nature of the milestone. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (1) the entity's performance to achieve the milestone, or (2) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity's performance to achieve the milestone, (b) the consideration relates solely to past performance and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. We evaluate factors such as the scientific, regulatory, commercial and other risks that must be overcome to achieve the respective milestone, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement in making this assessment. Non-refundable development and regulatory milestones that are expected to be achieved as a result of our efforts during the period of substantial involvement are considered substantive and are recognized as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. | |
Cost of Product Sold | Cost of Product Sold |
Cost of product sold includes third party manufacturing costs, shipping costs, contractual royalties, and other costs of PIXUVRI product sold. Cost of product sold also includes any necessary allowances for excess inventory that may expire and become unsalable. We did not record an allowance for excess inventory as of December 31, 2014 and 2013. | |
Research and Development Expenses | Research and Development Expenses |
Research and development costs are expensed as incurred in accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Codification, or ASC 730, Research and Development. Research and development expenses include related salaries and benefits, clinical trial and related manufacturing costs, contract and other outside service fees, and facilities and overhead costs related to our research and development efforts. Research and development expenses also consist of costs incurred for proprietary and collaboration research and development and include activities such as product registries and investigator-sponsored trials. In instances where we enter into agreements with third parties for research and development activities, we may prepay fees for services at the initiation of the contract. We record the prepayment as a prepaid asset and amortize the asset into research and development expense over the period of time the contracted research and development services are performed. Other types of arrangements with third parties may be fixed fee or fee for service, and may include monthly payments or payments upon completion of milestones or receipt of deliverables. In instances where we enter into cost-sharing arrangements, all research and development costs reimbursed by the collaborator are a reduction to research and development expense while research and development costs paid to the collaborator are an addition to research and development expense. We expense upfront license payments related to acquired technologies that have not yet reached technological feasibility and have no alternative future use. | |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses |
We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830, Foreign Currency Matters. For our operations that have a functional currency other than the U.S. dollar, gains and losses resulting from the translation of the functional currency into U.S. dollars for financial statement presentation are not included in determining net loss, but are accumulated in the cumulative foreign currency translation adjustment account as a separate component of shareholders’ equity (deficit), except for intercompany transactions that are of a short-term nature with entities that are consolidated, combined or accounted for by the equity method in our consolidated financial statements. We and our subsidiaries also have transactions in foreign currencies other than the functional currency. We record transaction gains and losses in our consolidated statements of operations related to the recurring measurement and settlement of such transactions. | |
Income Taxes | Income Taxes |
We record a tax provision for the anticipated tax consequences of our reported results of operations. The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax base of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. | |
Net Loss per Share | Net Loss per Share |
Basic net income (loss) per share is calculated based on the net income (loss) attributable to common shareholders divided by the weighted average number of shares outstanding for the period excluding any dilutive effects of options, warrants, unvested share awards and convertible securities. Diluted net income (loss) per common share assumes the conversion of all dilutive convertible securities, such as convertible debt and convertible preferred stock using the if-converted method, and assumes the exercise or vesting of other dilutive securities, such as options, warrants and restricted stock using the treasury stock method. | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards |
In March 2013, the FASB issued guidance to clarify when to release cumulative foreign currency translation adjustments when an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013 and should be applied prospectively to derecognition events occurring after the effective date, with early adoption permitted. The adoption of this guidance did not have an impact on our consolidated financial statements. | |
In July 2013, the FASB issued guidance on the presentation of an unrecognized tax benefit when a net operating loss carryforward, similar tax loss or tax carryforward exists. The FASB concluded that an unrecognized tax benefit should be presented as a reduction of a deferred tax asset except in certain circumstances the unrecognized tax benefit should be presented as a liability and should not be combined with deferred tax assets. The amendment is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with early adoption permitted. The adoption of this guidance did not have an impact on our consolidated financial statements. | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards |
In May 2014, the FASB issued a new financial accounting standard which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. We are currently evaluating the impact of this accounting standard. | |
In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period and to provide related footnote disclosures in certain circumstances. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is permitted. We are currently evaluating the impact of this accounting standard. | |
Reclassifications | Reclassifications |
Certain prior year items have been reclassified to conform to current year presentation. |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Components of Inventories | The components of inventories are composed of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 850 | $ | 601 | |||||
Work-in-process | 3,332 | 4,473 | |||||||
Total inventories | $ | 4,182 | $ | 5,074 | |||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment is composed of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | ||||||||
Furniture and office equipment | $ | 11,020 | $ | 10,913 | |||||
Leasehold improvements | 5,078 | 5,078 | |||||||
Lab equipment | 209 | 143 | |||||||
16,307 | 16,134 | ||||||||
Less: accumulated depreciation and amortization | (11,661 | ) | (10,656 | ) | |||||
Property and equipment, net | $ | 4,646 | $ | 5,478 | |||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
S*BIO Asset Purchase Agreement | |||||
Initial Purchase Consideration | The total initial purchase consideration was as follows (in thousands): | ||||
Cash | $ | 15,000 | |||
Fair value of Series 16 Preferred Stock | 11,344 | ||||
Transaction costs | 2,764 | ||||
Total initial purchase consideration | $ | 29,108 | |||
Chroma Asset Purchase Agreement | |||||
Initial Purchase Consideration | The total initial purchase consideration is as follows (in thousands): | ||||
Fair value of Series 20 Preferred Stock | $ | 21,600 | |||
Transaction costs | 259 | ||||
Total initial purchase consideration | $ | 21,859 | |||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Expenses | Accrued expenses consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | ||||||||
Clinical and investigator-sponsored trial expenses | $ | 7,554 | $ | 3,360 | |||||
Employee compensation and related expenses | 5,930 | 3,035 | |||||||
Manufacturing expenses | 2,043 | 225 | |||||||
Legal expenses | 885 | 573 | |||||||
Accrued selling expenses | 759 | 562 | |||||||
Insurance financing | 695 | 611 | |||||||
Accrued other taxes | 386 | 236 | |||||||
Accrued interest expenses | 186 | 133 | |||||||
Rebates and royalties | 139 | 186 | |||||||
Other | 1,157 | 548 | |||||||
Total accrued expenses | $ | 19,734 | $ | 9,469 | |||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Leases [Abstract] | |||||||||||||
Future Minimum Lease Payments Under Noncancelable Operating Leases | Future minimum lease commitments for non-cancelable operating leases at December 31, 2014 are as follows (in thousands): | ||||||||||||
Operating | |||||||||||||
Leases | |||||||||||||
2015 | $ | 2,600 | |||||||||||
2016 | 2,289 | ||||||||||||
2017 | 2,349 | ||||||||||||
2018 | 2,411 | ||||||||||||
2019 | 2,474 | ||||||||||||
Thereafter | 6,021 | ||||||||||||
Total minimum lease commitments | $ | 18,144 | |||||||||||
Changes in Liability for Excess Facilities | The following table summarizes the changes in the liability for excess facilities during the year ended December 31, 2012 (in thousands): | ||||||||||||
Total Excess | |||||||||||||
2005 | 2010 | Facilities | |||||||||||
Activities | Activities | Liability | |||||||||||
Balance at December 31, 2011 | $ | 215 | $ | 530 | $ | 745 | |||||||
Adjustments | (32 | ) | (62 | ) | (94 | ) | |||||||
Payments | (183 | ) | (468 | ) | (651 | ) | |||||||
Balance at December 31, 2012 | $ | — | $ | — | $ | — | |||||||
Other_Liabilities_Tables
Other Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Other Liabilities Disclosure [Abstract] | |||||||||
Other Liabilities | Other liabilities consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | ||||||||
Deferred rent, less current portion | $ | 4,006 | $ | 4,376 | |||||
Other long-term obligations | 1,876 | 1,281 | |||||||
Total other liabilities | $ | 5,882 | $ | 5,657 | |||||
Common_Stock_Tables
Common Stock (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Equity [Abstract] | |||||
Summary of Common Stock Reserved for Issuance | A summary of common stock reserved for issuance is as follows as of December 31, 2014 (in thousands): | ||||
Equity incentive plans | 16,781 | ||||
Common stock purchase warrants | 5,183 | ||||
Employee stock purchase plan | 34 | ||||
Total common stock reserved | 21,998 | ||||
Other_Comprehensive_Loss_Table
Other Comprehensive Loss (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Equity [Abstract] | |||||||||||||
Total Accumulated Other Comprehensive Loss | Total accumulated other comprehensive loss consisted of the following (in thousands): | ||||||||||||
Net Unrealized | Foreign | Accumulated | |||||||||||
Loss on Securities | Currency | Other | |||||||||||
Available-For-Sale | Translation | Comprehensive | |||||||||||
Adjustments | Loss | ||||||||||||
31-Dec-13 | $ | (422 | ) | $ | (8,007 | ) | $ | (8,429 | ) | ||||
Current period other comprehensive income (loss) | (68 | ) | 1,998 | 1,930 | |||||||||
31-Dec-14 | $ | (490 | ) | $ | (6,009 | ) | $ | (6,499 | ) | ||||
Collaboration_Licensing_and_Mi1
Collaboration, Licensing and Milestone Agreements (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Collaborations [Abstract] | |||||
License and Contract Revenue Recognized in Statement of Operations Related to Collaboration Agreement | We allocated the arrangement consideration of $18.1 million (€14.0 million converted into U.S. dollar using the currency exchange rate as of September 16, 2014, the date of the Servier Agreement) based on the percentage of the relative selling price of each unit of accounting as follows (in thousands): | ||||
License | $ | 17,277 | |||
Development and other services | 852 | ||||
Total upfront payment | $ | 18,129 | |||
Sharebased_Compensation_Tables
Share-based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Share-Based Compensation Expense by Types of Awards | For the years ended December 31, 2014, 2013 and 2012, we recognized share-based compensation expense which consisted of the following types of awards (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Performance rights | $ | 1,549 | $ | 1,165 | $ | 2,358 | |||||||||||
Restricted stock | 14,749 | 5,906 | 5,180 | ||||||||||||||
Options | 3,898 | 1,995 | 400 | ||||||||||||||
Total share-based compensation expense | $ | 20,196 | $ | 9,066 | $ | 7,938 | |||||||||||
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense for the years ended December 31, 2014, 2013 and 2012, which was allocated as follows (in thousands): | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Research and development | $ | 3,437 | $ | 2,178 | $ | 1,730 | |||||||||||
Selling, general and administrative | 16,759 | 6,888 | 6,208 | ||||||||||||||
Total share-based compensation expense | $ | 20,196 | $ | 9,066 | $ | 7,938 | |||||||||||
Schedule of Black Scholes Stock Option Pricing Model Weighted Average Assumptions | Fair value for stock options was estimated at the date of grant using the Black-Scholes pricing model, with the following weighted average assumptions: | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Risk-free interest rate | 1.7 | % | 1.4 | % | 0.8 | % | |||||||||||
Expected dividend yield | None | None | None | ||||||||||||||
Expected life (in years) | 5.2 | 5.3 | 4.7 | ||||||||||||||
Volatility | 97 | % | 102 | % | 88 | % | |||||||||||
Stock Option Activity for All Stock Plans | The following table summarizes stock option activity for all of our stock option plans: | ||||||||||||||||
Weighted | |||||||||||||||||
Weighted | Average | Aggregate | |||||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Options | Price | Term (Years) | (Thousands) | ||||||||||||||
Outstanding at January 1, 2012 (59,000 exercisable) | 156,000 | $ | 90.07 | ||||||||||||||
Granted | 179,000 | $ | 4.92 | ||||||||||||||
Exercised | — | $ | — | ||||||||||||||
Forfeited | (23,000 | ) | $ | 5.93 | |||||||||||||
Cancelled and expired | (5,000 | ) | $ | 886.13 | |||||||||||||
Outstanding at December 31, 2012 (105,000 exercisable) | 307,000 | $ | 33.72 | ||||||||||||||
Granted | 4,352,000 | $ | 1.71 | ||||||||||||||
Exercised | — | $ | — | ||||||||||||||
Forfeited | (112,000 | ) | $ | 2.4 | |||||||||||||
Cancelled and expired | (28,000 | ) | $ | 133.72 | |||||||||||||
Outstanding at December 31, 2013 (1,560,000 exercisable) | 4,519,000 | $ | 3.04 | ||||||||||||||
Granted | 1,015,000 | $ | 3.49 | ||||||||||||||
Exercised | (183,000 | ) | $ | 1.49 | |||||||||||||
Forfeited | (356,000 | ) | $ | 2.25 | |||||||||||||
Cancelled and expired | (77,000 | ) | $ | 9.86 | |||||||||||||
Outstanding at December 31, 2014 | 4,918,000 | $ | 3.14 | 8.83 | $ | 2,480 | |||||||||||
Vested or expected to vest at December 31, 2014 | 4,759,000 | $ | 3.15 | 8.82 | $ | 2,436 | |||||||||||
Exercisable at December 31, 2014 | 3,174,000 | $ | 3.42 | 8.73 | $ | 1,925 | |||||||||||
Summary of Status of Nonvested Restricted Stock Awards | A summary of the status of nonvested restricted stock awards as of December 31, 2014 and changes during the period then ended, is presented below: | ||||||||||||||||
Weighted Average | |||||||||||||||||
Grant-Date Fair Value | |||||||||||||||||
Nonvested Shares | Per Share | ||||||||||||||||
Nonvested at December 31, 2013 | 4,688,000 | $ | 2.95 | ||||||||||||||
Issued | 4,426,000 | $ | 3.23 | ||||||||||||||
Vested | (5,764,000 | ) | $ | 2.42 | |||||||||||||
Forfeited | (296,000 | ) | $ | 3 | |||||||||||||
Nonvested at December 31, 2014 | 3,054,000 | $ | 4.35 | ||||||||||||||
Customer_and_Geographic_Concen1
Customer and Geographic Concentrations (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Segment Reporting [Abstract] | |||||||||||
Product Sales from Major Customers | All sales of PIXUVRI during 2014 and 2013 were in Europe. Product sales from PIXUVRI’s major customers as a percentage of total product sales were as follows: | ||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Customer A | 57 | % | 67 | % | - | ||||||
Customer B | 27 | % | - | - | |||||||
Long-Lived Assets Based on Geographical Locations | The following table depicts long-lived assets based on the following geographic locations (in thousands): | ||||||||||
Year Ended December 31, | |||||||||||
2014 | 2013 | ||||||||||
United States | $ | 4,512 | $ | 5,336 | |||||||
Europe | 134 | 142 | |||||||||
Total long-lived assets | $ | 4,646 | $ | 5,478 | |||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Calculation of Basic and Diluted Net Loss Per Share Using Weighted Average Number of Shares Outstanding | Basic and diluted net loss per share is calculated using the weighted average number of shares outstanding as follows (in thousands, except per share amounts): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net loss attributable to common shareholders | $ | (95,992 | ) | $ | (49,643 | ) | $ | (115,275 | ) | ||||
Basic and diluted: | |||||||||||||
Weighted average shares outstanding | 153,467 | 119,042 | 62,021 | ||||||||||
Less weighted average restricted shares outstanding | (4,936 | ) | (4,847 | ) | (3,896 | ) | |||||||
Shares used in calculation of basic and diluted net loss per common share | 148,531 | 114,195 | 58,125 | ||||||||||
Net loss per common share: Basic and diluted | $ | (0.65 | ) | $ | (0.43 | ) | $ | (1.98 | ) | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Reconciliation Between Effective Tax Rate and Income Tax Rate | The reconciliation between our effective tax rate and the income tax rate as of December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal income tax rate | (34 | %) | (34 | %) | (34 | %) | |||||||
Research and development tax credits | (3 | ) | (3 | ) | — | ||||||||
I.R.C. Section 382 limited research and development tax credits | — | — | 1 | ||||||||||
Non-deductible executive compensation | 3 | 1 | 1 | ||||||||||
I.R.C. Section 382 limited net operating losses | — | 3 | 134 | ||||||||||
Valuation allowance | 30 | 27 | (111 | ) | |||||||||
Expired tax attribute carryforwards | — | — | 7 | ||||||||||
Foreign tax rate differential | 3 | 6 | 1 | ||||||||||
Other | 1 | — | 1 | ||||||||||
Net effective tax rate | — | % | — | % | — | % | |||||||
Significant Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 63,983 | $ | 49,777 | |||||||||
Capitalized research and development | 34,936 | 31,046 | |||||||||||
Research and development tax credit carryforwards | 3,968 | 1,486 | |||||||||||
Stock based compensation | 12,809 | 12,097 | |||||||||||
Intangible assets | 17,007 | 10,518 | |||||||||||
Depreciation and amortization | 191 | 96 | |||||||||||
Other deferred tax assets | 3,072 | 3,062 | |||||||||||
Total deferred tax assets | 135,966 | 108,082 | |||||||||||
Less valuation allowance | (135,293 | ) | (107,271 | ) | |||||||||
673 | 811 | ||||||||||||
Deferred tax liabilities: | |||||||||||||
GAAP adjustments on Novuspharma merger | (208 | ) | (208 | ) | |||||||||
Deductions for tax in excess of financial statements | (465 | ) | (603 | ) | |||||||||
Total deferred tax liabilities | (673 | ) | (811 | ) | |||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Unaudited_Quarterly_Data_Table
Unaudited Quarterly Data (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Quarterly Financial Information | The following table presents summarized unaudited quarterly financial data (in thousands, except per share data): | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2014 | |||||||||||||||||
Total revenues (1), (2) | $ | 1,411 | $ | 1,343 | $ | 39,534 | $ | 17,789 | |||||||||
Product sales, net | 1,268 | 1,148 | 2,021 | 2,472 | |||||||||||||
Gross profit (3) | 1,123 | 946 | 1,769 | 2,176 | |||||||||||||
Net income (loss) attributable to CTI | (29,002 | ) | (27,399 | ) | 4,603 | (41,569 | ) | ||||||||||
Net income (loss) attributable to CTI common shareholders | (29,002 | ) | (27,399 | ) | 4,603 | (44,194 | ) | ||||||||||
Net income (loss) per common share—basic | (0.20 | ) | (0.19 | ) | 0.03 | (0.27 | ) | ||||||||||
Net income (loss) per common share—diluted | (0.20 | ) | (0.19 | ) | 0.03 | (0.27 | ) | ||||||||||
2013 | |||||||||||||||||
Total revenues (4) | $ | 1,126 | $ | 306 | $ | 362 | $ | 32,884 | |||||||||
Product sales, net | 1,126 | 306 | 362 | 520 | |||||||||||||
Gross profit (3) | 1,071 | 270 | 349 | 487 | |||||||||||||
Net income (loss) attributable to CTI | (19,384 | ) | (18,011 | ) | (15,544 | ) | 10,196 | ||||||||||
Net income (loss) attributable to CTI common shareholders | (19,384 | ) | (18,011 | ) | (22,444 | ) | 10,196 | ||||||||||
Net income (loss) per common share—basic | (0.18 | ) | (0.17 | ) | (0.20 | ) | 0.08 | ||||||||||
Net income (loss) per common share—diluted | (0.18 | ) | (0.17 | ) | (0.20 | ) | 0.08 | ||||||||||
-1 | Total revenues for the third quarter of 2014 include $17.3 million of license and contract revenue recognized in connection with the collaboration agreement with Servier in September 2014 and $20.0 million of license and contract revenue for a milestone payment received under the collaboration agreement with Baxter. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||
-2 | Total revenues for the fourth quarter of 2014 include $15.0 million of milestone payments received from Teva in November 2014 upon the achievement of worldwide net sales milestones of TRISENOX. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||
-3 | Gross profit is computed by subtracting cost of product sold from net product sales. | ||||||||||||||||
-4 | Total revenues for the fourth quarter of 2013 include $27.4 million of license and contract revenue recognized in connection with the collaboration agreement with Baxter in November 2013 and $5.0 million of license and contract revenue from Teva in November 2013 upon the achievement of a worldwide net sales milestone of TRISENOX. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. |
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||
Sep. 02, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Reverse stock split ratios | 0.2 | ||||
Preferred stock outstanding | 0 | ||||
Cash and cash equivalents | 70,933,000 | $71,639,000 | $50,436,000 | $47,052,000 | |
Allowance for doubtful accounts | 100,000 | 0 | |||
VAT receivable | 4,900,000 | 5,500,000 | |||
Minimum | Assets Other Than Leasehold Improvements | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment useful life | 3 years | ||||
Maximum | Assets Other Than Leasehold Improvements | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment useful life | 5 years | ||||
Maximum | Leasehold Improvements | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment useful life | 10 years | ||||
ITALY | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable | 4,800,000 | ||||
ITALY | Minimum | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable, collection period | 3 years | ||||
ITALY | Maximum | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable, collection period | 5 years | ||||
Europe | Minimum | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable, collection period | 3 months | ||||
Europe | Maximum | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable, collection period | 5 years | ||||
Other Assets | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable, non-current | 4,700,000 | 5,400,000 | |||
Prepaid Expenses and Other Current Assets | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
VAT receivable, current | 200,000 | $100,000 | |||
Aequus Biopharma, Inc | Affiliated Entity | |||||
Description Of Business And Significant Accounting Policies [Line Items] | |||||
Interest in majority-owned subsidiary | 61.00% |
Components_of_Inventories_Deta
Components of Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Finished goods | $850 | $601 |
Work-in-process | 3,332 | 4,473 |
Total inventories | $4,182 | $5,074 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $16,307 | $16,134 |
Less: accumulated depreciation and amortization | -11,661 | -10,656 |
Property and equipment, net | 4,646 | 5,478 |
Furniture and office equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 11,020 | 10,913 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | 5,078 | 5,078 |
Lab equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and Equipment, Gross | $209 | $143 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $1,100 | $1,570 | $2,346 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | 31-May-12 | Oct. 31, 2014 | |
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Asset acquisition purchase price allocation in process research and development | $21,859,000 | $0 | $29,108,000 | |||
S*BIO Asset Purchase Agreement | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Asset acquisition, cash | 15,000,000 | |||||
Milestone payments through issuance of stock | 50.00% | |||||
S*BIO Asset Purchase Agreement | Maximum | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Contingent milestone payment | 132,500,000 | |||||
S*BIO Asset Purchase Agreement | Series 16 Preferred Stock | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Shares issued in exchange for asset | 15,000 | |||||
Preferred stock stated value | $1,000 | |||||
Conversion of preferred stock to common stock (in shares) | 2,500,000 | |||||
Preferred stock, conversion price | $5.95 | |||||
Preferred stock conversion blocker provision | 19.99% | |||||
Chroma License Agreement | Maximum | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Elimination of potential future milestone payments | 209,000,000 | |||||
Chroma Asset Purchase Agreement | Series 20 Preferred Stock | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Shares issued in exchange for asset | 9,000 | |||||
Preferred stock stated value | $2,370 | |||||
Conversion of preferred stock to common stock (in shares) | 9,000,000 | |||||
Preferred stock, conversion price | $2.37 | |||||
Asset acquisition purchase price allocation in process research and development | $21,900,000 | |||||
Chroma Asset Purchase Agreement | Series 20 Preferred Stock | Escrow | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Shares issued in exchange for asset | 1,080 | |||||
Chroma Asset Purchase Agreement | Series 20 Preferred Stock | Chroma Therapeutics Limited | ||||||
Research And Development Assets Acquired Other Than Through Business Combination [Line Items] | ||||||
Shares issued in exchange for asset | 7,920 |
Initial_Purchase_Consideration
Initial Purchase Consideration (Detail) (USD $) | 31-May-12 | Oct. 31, 2014 |
In Thousands, unless otherwise specified | ||
S*BIO Asset Purchase Agreement | ||
Asset Acquisition [Line Items] | ||
Cash | $15,000 | |
Fair value of Series 16 Preferred Stock/Series 20 Preferred Stock | 11,344 | |
Transaction costs | 2,764 | |
Total initial purchase consideration | 29,108 | |
Chroma Asset Purchase Agreement | ||
Asset Acquisition [Line Items] | ||
Fair value of Series 16 Preferred Stock/Series 20 Preferred Stock | 21,600 | |
Transaction costs | 259 | |
Total initial purchase consideration | $21,859 |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ||
Clinical and investigator-sponsored trial expenses | $7,554 | $3,360 |
Employee compensation and related expenses | 5,930 | 3,035 |
Manufacturing expenses | 2,043 | 225 |
Legal expenses | 885 | 573 |
Accrued selling expenses | 759 | 562 |
Insurance financing | 695 | 611 |
Accrued other taxes | 386 | 236 |
Accrued interest expenses | 186 | 133 |
Rebates and royalties | 139 | 186 |
Other | 1,157 | 548 |
Total accrued expenses | $19,734 | $9,469 |
Leases_Additional_Information_
Leases - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Jan. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | 1-May-12 |
sqft | ||||||
option | ||||||
Operating Lease Agreements [Line Items] | ||||||
Rent expense, net sublease income | $2 | $2 | $2.70 | |||
Lease agreement area | 66,000 | |||||
Lease term | 120 months | |||||
Number of option to extend the term | 2 | |||||
Extend option term | 5 years | |||||
Rent payments due in next five months | 0 | |||||
Initial annual rent payments per square foot | 27 | |||||
Allowance tenant improvements | 3.3 | |||||
Percentage of rent Increase over the prior years | 3.00% | |||||
2005 Activities | ||||||
Operating Lease Agreements [Line Items] | ||||||
Additional liability for excess facilities charge | $1.50 |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments Under Noncancelable Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases Future Minimum Payments | |
2015 | $2,600 |
2016 | 2,289 |
2017 | 2,349 |
2018 | 2,411 |
2019 | 2,474 |
Thereafter | 6,021 |
Total minimum lease commitments | $18,144 |
Changes_in_Liability_for_Exces
Changes in Liability for Excess Facilities (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Restructuring Cost And Reserve [Line Items] | |
Beginning balance | $745 |
Adjustments | -94 |
Payments | -651 |
2005 Activities | |
Restructuring Cost And Reserve [Line Items] | |
Beginning balance | 215 |
Adjustments | -32 |
Payments | -183 |
2010 Activities | |
Restructuring Cost And Reserve [Line Items] | |
Beginning balance | 530 |
Adjustments | -62 |
Payments | ($468) |
Other_Liabilities_Detail
Other Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Deferred rent, less current portion | $4,006 | $4,376 |
Other long-term obligations | 1,876 | 1,281 |
Total other liabilities | $5,882 | $5,657 |
Other_Liabilities_Additional_I
Other Liabilities - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Fees payable | $1.30 | $1.30 |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Installment | Installment | |||||
Debt Instrument [Line Items] | ||||||
Warrant liability | $0 | $991,000 | ||||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument maximum borrowing capacity | 15,000,000 | |||||
Debt instrument additional borrowing capacity | 5,000,000 | 5,000,000 | ||||
Debt outstanding | 15,000,000 | 10,000,000 | 5,000,000 | |||
Debt instrument term | 42 months | |||||
Interest-only period | 12 months | |||||
Debt instrument number of monthly installments | 24 | 30 | ||||
Facility charge | 72,500 | 150,000 | ||||
Fee amount on term loan | 1,300,000 | |||||
Warrant exercisable period | 5 years | |||||
Number of warrant issued | 700,000 | |||||
Warrant exercise price | $1.10 | |||||
Warrant liability | 500,000 | 1,000,000 | ||||
Conversion of preferred stock to common stock (in shares) | 500,000 | |||||
Debt instrument unused additional borrowing capacity | 5,000,000 | |||||
Facility charge refund, amount | 35,000 | |||||
Interest-only extension period | 6 months | |||||
Interest rate terms | The interest on the 2014 Term Loan floats at a rate per annum equal to 10.00% plus the amount by which the prime rate exceeds 3.25%. | |||||
Debt instrument discount | 2,200,000 | |||||
Debt instrument issuance cost | 300,000 | |||||
Debt Instrument unamortized discount | 1,100,000 | 1,700,000 | ||||
Debt instrument unamortized issuance cost | 200,000 | 300,000 | ||||
Debt outstanding | $18,500,000 | $15,000,000 | ||||
Secured Debt | Amended Original Loan | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate terms | the interest rate on the Original Loan (which is currently 12.25% plus the amount by which the prime rate exceeds 3.25%) will, upon Herculesb receipt of evidence of the achievement of positive Phase 3 data in connection with our PERSIST-1 clinical trial for pacritinib, be reduced to 11.25% plus the amount by which the prime rate exceeds 3.25%. | |||||
Debt instrument stated interest rate percentage, minimum | 11.25% | |||||
Secured Debt | Amended Original Loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
Secured Debt | Original Loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument stated interest rate percentage, minimum | 12.25% | |||||
Secured Debt | Original Loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% | |||||
Secured Debt | Term loan | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument stated interest rate percentage, minimum | 10.00% | |||||
Secured Debt | Term loan | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 3.25% |
Preferred_Stock_Additional_Inf
Preferred Stock - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | Jul. 31, 2012 | Oct. 31, 2012 | Nov. 30, 2014 | Nov. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | |
Class Of Stock [Line Items] | ||||||||||
Deemed dividends on preferred stock | $2,625,000 | $6,900,000 | $13,901,000 | |||||||
Warrant, expiration date, YM | 2015-01 | |||||||||
Series 15-1 Financing Deal | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceed from issuance of preferred stock and warrants | 20,000,000 | |||||||||
Issuance costs | 1,300,000 | |||||||||
Series 15-2 Financing Deal | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceed from issuance of preferred stock and warrants | 15,000,000 | |||||||||
Issuance costs | 800,000 | |||||||||
Series 17 Financing Deal | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceed from issuance of preferred stock and warrants | 60,000,000 | |||||||||
Issuance costs | 5,500,000 | |||||||||
Series 21 Financing Deal | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance costs | 2,700,000 | |||||||||
Proceed from issuance of preferred stock | 35,000,000 | |||||||||
Series 15-1 Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 20,000 | |||||||||
Warrants or rights issued | 2,700,000 | |||||||||
Preferred stock stated value | $1,000 | |||||||||
Preferred stock, description of liquidation preference | Each share of our Series 15-1 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series 15-1 Preferred Stock, plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. | |||||||||
Deemed dividends on preferred stock | 8,500,000 | |||||||||
Number of preferred stock converted to common stock | 20,000 | |||||||||
Conversion of preferred stock to common stock (in shares) | 4,000,000 | |||||||||
Conversion Price per Share | $5 | |||||||||
Warrant exercise price | $5.46 | |||||||||
Warrant, expiration date, YM | 2017-05 | |||||||||
Warrant exchange value | 5,400,000 | 5,000,000 | ||||||||
Series 15-1 Preferred Stock | Warrants | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Estimated fair value of warrant | 10,300,000 | |||||||||
Number of warrants exchanged | 1,400,000 | 1,300,000 | ||||||||
Number of shares issued upon exchange of warrants | 4,100,000 | 2,800,000 | ||||||||
Series 15-2 Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 15,000 | |||||||||
Warrants or rights issued | 3,400,000 | |||||||||
Preferred stock stated value | $1,000 | |||||||||
Preferred stock, description of liquidation preference | Each share of our Series 15-2 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of $1,000 per share of Series 15-2 Preferred Stock, plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. | |||||||||
Deemed dividends on preferred stock | 5,000,000 | |||||||||
Number of preferred stock converted to common stock | 15,000 | |||||||||
Conversion of preferred stock to common stock (in shares) | 5,000,000 | |||||||||
Conversion Price per Share | $2.97 | |||||||||
Warrant exercise price | $3.07 | |||||||||
Warrant, expiration date, YM | 2017-07 | |||||||||
Warrant exchange value | 7,400,000 | |||||||||
Series 15-2 Preferred Stock | Warrants | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Estimated fair value of warrant | 7,200,000 | |||||||||
Number of warrants exchanged | 3,400,000 | |||||||||
Number of shares issued upon exchange of warrants | 2,900,000 | |||||||||
Series 17 Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 60,000 | |||||||||
Preferred stock stated value | $1,000 | |||||||||
Preferred stock, description of liquidation preference | Each share of Series 17 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the stated value of $1,000 per share plus any accrued and unpaid dividends before the holders of our common stock or any other junior securities receive any payments upon such liquidation. | |||||||||
Deemed dividends on preferred stock | 400,000 | |||||||||
Number of preferred stock converted to common stock | 60,000 | |||||||||
Conversion of preferred stock to common stock (in shares) | 42,900,000 | |||||||||
Conversion Price per Share | $1.40 | |||||||||
Series 17 Preferred Stock | Underwriters Commissions and Discounts | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance costs | 3,900,000 | |||||||||
Series 18 Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 15,000 | |||||||||
Issuance costs | 100,000 | |||||||||
Preferred stock stated value | $1,000 | |||||||||
Deemed dividends on preferred stock | 6,900,000 | |||||||||
Number of preferred stock converted to common stock | 15,000 | |||||||||
Conversion of preferred stock to common stock (in shares) | 15,000,000 | |||||||||
Conversion Price per Share | $1 | |||||||||
Proceed from issuance of preferred stock | 15,000,000 | |||||||||
Series 21 Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Shares issued | 35,000 | |||||||||
Preferred stock stated value | $1,000 | |||||||||
Preferred stock, description of liquidation preference | Each share of Series 21 Preferred Stock was convertible at the option of the holder and was entitled to a liquidation preference equal to the initial stated value of such holderbs Series 21 Preferred Stock of $1,000 per share, plus any declared and unpaid dividends and any other payments that may be due on such shares, before any distribution of assets may be made to holders of capital stock ranking junior to the Series 21 Preferred Stock. | |||||||||
Deemed dividends on preferred stock | 2,600,000 | |||||||||
Number of preferred stock converted to common stock | 35,000 | |||||||||
Conversion of preferred stock to common stock (in shares) | 17,500,000 | |||||||||
Conversion Price per Share | $2 | |||||||||
Series 21 Preferred Stock | Underwriters Commissions and Discounts | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance costs | $2,100,000 |
Summary_of_Common_Stock_Reserv
Summary of Common Stock Reserved for Issuance (Detail) | Dec. 31, 2014 |
Components Of Common Stock Reserved [Line Items] | |
Total common stock reserved | 21,998,000 |
Equity Incentive Plans | |
Components Of Common Stock Reserved [Line Items] | |
Total common stock reserved | 16,781,000 |
Employee Stock Purchase Plan | |
Components Of Common Stock Reserved [Line Items] | |
Total common stock reserved | 34,149 |
Warrants | |
Components Of Common Stock Reserved [Line Items] | |
Total common stock reserved | 5,183,000 |
Common_Stock_Additional_Inform
Common Stock - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class Of Warrant Or Right [Line Items] | ||
Warrant Expiration Month Year | 2015-01 | |
Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 100,000 | 100,000 |
Warrant exercise price | $12.60 | $12.60 |
Series 1 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 100,000 |
Warrant exercise price | $12.30 | |
Warrant Expiration Month Year | 2014-10 | |
Common Stock Offering Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 200,000 |
Warrant exercise price | $42 | |
Warrant Expiration Month Year | 2014-05 | |
Series 4 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 700,000 |
Warrant exercise price | $18.09 | |
Warrant Expiration Month Year | 2014-04 | |
Series 5 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 900,000 |
Warrant exercise price | $15 | |
Warrant Expiration Month Year | 2014-11 | |
Series 6 Preferred Stock | Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 200,000 | 200,000 |
Warrant exercise price | $12.60 | $12.60 |
Series 7 Preferred Stock | Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 800,000 | 800,000 |
Warrant exercise price | $13.50 | $13.50 |
Series 12 Preferred | Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 600,000 | 600,000 |
Warrant exercise price | $12 | $12 |
Series 13 Preferred Stock | Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 1,800,000 | 1,800,000 |
Warrant exercise price | $10.75 | $10.75 |
Series 14 Preferred Stock | Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 1,400,000 | 1,400,000 |
Warrant exercise price | $7.25 | $7.25 |
Placement Agent | Series 1 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 5,000 |
Warrant exercise price | $13.50 | |
Warrant Expiration Month Year | 2014-10 | |
Placement Agent | Common Stock Offering Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 10,667 |
Warrant exercise price | $46.88 | |
Warrant Expiration Month Year | 2014-11 | |
Placement Agent | Series 5 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 35,000 | 35,000 |
Warrant exercise price | $15 | $15 |
Warrant Expiration Month Year | 2015-05 | |
Placement Agent | Series 6 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 11,600 | 11,600 |
Warrant exercise price | $12.60 | $12.60 |
Warrant Expiration Month Year | 2015-01 | 2015-01 |
Placement Agent | Series 7 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 37,838 | 37,838 |
Warrant exercise price | $13.80 | $13.80 |
Warrant Expiration Month Year | 2015-10 | 2015-10 |
Placement Agent | Series 12 Preferred | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 30,423 | 30,423 |
Warrant exercise price | $13.13 | $13.13 |
Warrant Expiration Month Year | 2016-05 | 2016-05 |
Placement Agent | Series 13 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 70,588 | 70,588 |
Warrant exercise price | $12.25 | $12.25 |
Warrant Expiration Month Year | 2016-07 | 2016-07 |
Placement Agent | Series 14 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 69,566 | 69,566 |
Warrant exercise price | $8.63 | $8.63 |
Warrant Expiration Month Year | 2016-12 | 2016-12 |
Underwriters Commissions and Discounts | Common Stock Offering Warrants | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 0 | 19,556 |
Warrant exercise price | $51 | |
Warrant Expiration Month Year | 2014-04 | |
Financial Advisory | Series 13 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 35,294 | 35,294 |
Warrant exercise price | $12.25 | $12.25 |
Warrant Expiration Month Year | 2016-07 | 2016-07 |
Financial Advisory | Series 14 Preferred Stock | ||
Class Of Warrant Or Right [Line Items] | ||
Number of warrant issued | 34,783 | 34,783 |
Warrant exercise price | $8.63 | $8.63 |
Warrant Expiration Month Year | 2016-12 | 2016-12 |
Total_Accumulated_Other_Compre
Total Accumulated Other Comprehensive Loss (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | ($8,429) | ||
Current period other comprehensive income (loss) | 1,930 | -156 | -238 |
Ending balance | -6,499 | -8,429 | |
Net Unrealized Loss on Securities Available-for-sale | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | -422 | ||
Current period other comprehensive income (loss) | -68 | ||
Ending balance | -490 | ||
Foreign Currency Translation Adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning balance | -8,007 | ||
Current period other comprehensive income (loss) | 1,998 | ||
Ending balance | ($6,009) |
Collaboration_Licensing_and_Mi2
Collaboration, Licensing and Milestone Agreements - Additional Information (Detail) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Aug. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Nov. 30, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 30, 2013 | Aug. 31, 2014 | Nov. 30, 2013 | Aug. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Oct. 31, 2014 | Feb. 28, 2015 | Jan. 31, 2014 | Dec. 31, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
USD ($) | USD ($) | Series 19 Preferred Stock | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | Collaborative Arrangement Product Agreement | |
USD ($) | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Baxter | Servier | Servier | Servier | Servier | Servier | Servier | Servier | Servier | Servier | Servier | Novartis | Novartis | Novartis | Gynecologic Oncology Group | Gynecologic Oncology Group | Gynecologic Oncology Group | Gynecologic Oncology Group | Gynecologic Oncology Group | PG-TXL | Nerviano Medical Sciences | Cephalon, Inc | Cephalon, Inc | Cephalon, Inc | ||||
USD ($) | USD ($) | USD ($) | United States Territory | Series 19 Preferred Stock | Series 19 Preferred Stock | Up-front Payment Arrangement | Up-front Payment Arrangement | Development Milestone Payments | Sales Events Milestone | License and Development Services Agreement | Development Services | Development Services | License | License | USD ($) | EUR (€) | Development and other services | Clinical and Regulatory Milestone Contingency | Up-front Cash Received | Up-front Cash Received | Maximum | Maximum | Maximum | Up-front Payment Arrangement | PIXUVRI | PIXUVRI | Maximum | USD ($) | USD ($) | USD ($) | USD ($) | Milestones | Maximum | Maximum | TRISENOX | TRISENOX | Maximum | |||||
USD ($) | USD ($) | USD ($) | Series 19 Preferred Stock | Maximum | Maximum | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Phase 3 Clinical Trial | EUR (€) | USD ($) | EUR (€) | Clinical and Regulatory Milestone Contingency | Sales-based Milestone Payments | Subsequent Event | PIXUVRI | Patient | Patient | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | TRISENOX | |||||||||||||||
USD ($) | USD ($) | USD ($) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | USD ($) | USD ($) | ||||||||||||||||||||||||||||||||||
Terms And Conditions Of Significant Agreements [Line Items] | ||||||||||||||||||||||||||||||||||||||||||
Total consideration received | $60,000,000 | € 1,500,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase of preferred stock | 29,840,000 | 30,000,000 | ||||||||||||||||||||||||||||||||||||||||
Gain contingency - milestone | 112,000,000 | 190,000,000 | 9,500,000 | 89,000,000 | 49,000,000 | 40,000,000 | 100,000,000 | |||||||||||||||||||||||||||||||||||
Percentage of net sales reduction description | Outside the U.S., the Company is also eligible to receive tiered high single digit to mid-teen percentage royalties based on net sales for myelofibrosis, and higher double-digit royalties for other indications, subject to reduction by up to 50% if (i) Baxter is required to obtain third party royalty-bearing licenses to fulfill its obligations under the Baxter Agreement, and (ii) in any jurisdiction where there is no longer either regulatory exclusivity or patent protection. | |||||||||||||||||||||||||||||||||||||||||
Maximum amount allowed for the development costs | 96,000,000 | |||||||||||||||||||||||||||||||||||||||||
Development cost percentage | 25.00% | 75.00% | 100.00% | |||||||||||||||||||||||||||||||||||||||
Agreement terms | Under the Baxter Agreement, the Company is responsible for all development costs incurred prior to January 1, 2014 as well as approximately up to $96.0 million on or after January 1, 2014 for U.S. and E.U. development costs, subject to potential adjustment in certain circumstances. All development costs exceeding such threshold will generally be shared as follows: (i) costs generally applicable worldwide will be shared 75% to Baxter and 25% to the Company, (ii) costs applicable to territories exclusive to Baxter will be 100% borne by Baxter and (iii) costs applicable exclusively to co-promotion in the U.S. will be shared equally between the parties, subject to certain exceptions. | |||||||||||||||||||||||||||||||||||||||||
Cash consideration received | 30,000,000 | |||||||||||||||||||||||||||||||||||||||||
Deferred revenue | 1,800,000 | 2,600,000 | 2,700,000 | 500,000 | ||||||||||||||||||||||||||||||||||||||
License revenue | 17,277,000 | 27,300,000 | 17,300,000 | 15,000,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||
Development services revenue | 800,000 | 100,000 | 18,000 | |||||||||||||||||||||||||||||||||||||||
Shares issued | 30,000 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, no par value | $0 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of convertible preferred stock | 30,000,000 | |||||||||||||||||||||||||||||||||||||||||
Issuance costs | 200,000 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, initial stated value | $1,000 | |||||||||||||||||||||||||||||||||||||||||
Shares of Preferred Stock converted into common stock | 30,000 | |||||||||||||||||||||||||||||||||||||||||
Conversion of preferred stock to common stock (in shares) | 15,673,981 | |||||||||||||||||||||||||||||||||||||||||
Preferred stock, conversion price | $1.91 | |||||||||||||||||||||||||||||||||||||||||
Milestone payment received | 20,000,000 | 1,800,000 | 18,200,000 | |||||||||||||||||||||||||||||||||||||||
Cash upfront payment received from other receivable | 14,000,000 | |||||||||||||||||||||||||||||||||||||||||
Royalty payment description | For a number of years following the first commercial sale of a product containing PIXUVRI in the respective country, regardless of patent expiration or expiration of regulatory exclusivity rights, we are eligible to receive tiered royalty payments ranging from a low double digit percentage up to a percentage in the mid-twenties based on net sales of PIXUVRI products, subject to certain reductions of up to mid-double digit percentages under certain circumstances. | For a number of years following the first commercial sale of a product containing PIXUVRI in the respective country, regardless of patent expiration or expiration of regulatory exclusivity rights, we are eligible to receive tiered royalty payments ranging from a low double digit percentage up to a percentage in the mid-twenties based on net sales of PIXUVRI products, subject to certain reductions of up to mid-double digit percentages under certain circumstances. | Novartis is also eligible to receive tiered low single-digit percentage royalty payments for the first several hundred million in annual net sales, and ten percent royalty payments thereafter based on annual net sales of each Compound, subject to reduction in the event generic drugs are introduced and sold by a third party, causing the sale of PIXUVRI or Opaxio to fall by a percentage in the high double-digits. | |||||||||||||||||||||||||||||||||||||||
Accrued expenses | 19,734,000 | 9,469,000 | 2,700,000 | 2,100,000 | 500,000 | |||||||||||||||||||||||||||||||||||||
Total upfront payment | 18,129,000 | 18,100,000 | 14,000,000 | |||||||||||||||||||||||||||||||||||||||
Loss contingency - milestone | 16,600,000 | 1,000,000 | 14,400,000 | 80,000,000 | ||||||||||||||||||||||||||||||||||||||
Percentage of royalty payable to net sales | 10.00% | |||||||||||||||||||||||||||||||||||||||||
Milestone obligation | 300,000 | 900,000 | ||||||||||||||||||||||||||||||||||||||||
Milestones obligation paid | $300,000 | $900,000 | ||||||||||||||||||||||||||||||||||||||||
Number of patients enrolled | 50 | 1,100 |
Allocated_Arrangement_Consider
Allocated Arrangement Consideration Based on Percentage of Relative Selling Price of Each Unit (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Collaborations [Abstract] | |
License | $17,277 |
Development and other services | 852 |
Total upfront payment | $18,129 |
ShareBased_Compensation_Expens
Share-Based Compensation Expense by Types of Awards (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $20,196 | $9,066 | $7,938 |
Performance Rights | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 1,549 | 1,165 | 2,358 |
Restricted stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | 14,749 | 5,906 | 5,180 |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based compensation expense | $3,898 | $1,995 | $400 |
Summary_of_ShareBased_Compensa
Summary of Share-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $20,196 | $9,066 | $7,938 |
Research and development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 3,437 | 2,178 | 1,730 |
Selling, general and administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $16,759 | $6,888 | $6,208 |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | $20,196,000 | $9,066,000 | $7,938,000 | ||
Effect on basic and diluted net loss per common share | ($0.14) | ($0.08) | ($0.14) | ||
Share-based Compensation, unrecognized compensation cost | 6,300,000 | ||||
Share-based Compensation, recognition period | 1 year 7 days | ||||
Tax benefits attributed to share-based compensation expense | 0 | 0 | 0 | ||
Weighted average exercise price of options exercisable | $5.39 | $89.08 | |||
Weighted average fair value of options granted | $2.59 | $1.32 | $3.28 | ||
Compensation expense related to nonemployee stock options and restricted stock awards | 317,000 | 310,000 | 1,000 | ||
ESPP Information | Under our 2007 Employee Stock Purchase Plan, as amended and restated in August 2009, or the Purchase Plan, eligible employees may purchase a limited number of shares of our common stock at 85% of the lower of the subscription date fair market value and the purchase date fair market value. | ||||
Shares of common stock reserved for future issuance | 21,998,000 | ||||
2007 Equity Incentive Stock Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares authorized for issuance | 32,500,000 | ||||
Shares available for future grants | 11,900,000 | ||||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares authorized for issuance | 50,833 | ||||
Shares Issued in Period | 4,000 | 3,000 | 3,000 | ||
Shares of common stock reserved for future issuance | 34,149 | ||||
Vested Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Repurchased shares of our common stock, shares | 57,000 | 200,000 | 23,000 | ||
Repurchased shares of our common stock | 200,000 | 200,000 | 100,000 | ||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | 3,898,000 | 1,995,000 | 400,000 | ||
Weighted average exercise price of options exercisable | $3.42 | ||||
Stock Options | 2007 Equity Incentive Stock Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options expiration period | 10 years | ||||
Restricted stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | 14,749,000 | 5,906,000 | 5,180,000 | ||
Shares Issued in Period | 4,426,000 | 6,400,000 | 4,300,000 | ||
Weighted average fair value of restricted shares issued | $3.23 | $1.21 | $4.77 | ||
Share-based compensation arrangement by share payment award, non-option equity instruments forfeiture | 296,000 | 1,200,000 | 900,000 | ||
Total fair value of vested restricted stock awards | 18,000,000 | 5,100,000 | 3,400,000 | ||
Number of Shares Vested | 5,764,000 | ||||
Unvested nonemployee restricted stock awards | 3,054,000 | 4,688,000 | |||
Long Term Performance Awards | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | 1,100,000 | ||||
Extended expiration date of Long-Term Performance Award | 31-Dec-16 | ||||
Aggregate award percentages of shares | 12.00% | ||||
Aggregate award percentages of shares for executive officers | 8.80% | ||||
Aggregate award percentages of shares for directors participants | 3.20% | ||||
Number of Shares Vested | 400,000 | ||||
Long Term Performance Awards | Market Based Performance Goal | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation expense | 1,400,000 | 1,200,000 | 1,300,000 | ||
Total grant-date fair value | 3,600,000 | ||||
Grant-date fair value | $1,800,000 | $800,000 | |||
Nonemployee Stock Options | Nonvested Nonemployee Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options to acquire shares of common stock, outstanding | 78,000 | 157,000 | |||
Nonemployee Restricted stock | Nonvested Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unvested nonemployee restricted stock awards | 21,000 | 163,000 |
Schedule_of_Black_Scholes_Stoc
Schedule of Black Scholes Stock Option Pricing Model Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate | 1.70% | 1.40% | 0.80% |
Expected life (in years) | 5 years 2 months 12 days | 5 years 3 months 18 days | 4 years 8 months 12 days |
Volatility | 97.00% | 102.00% | 88.00% |
Stock_Option_Activity_for_All_
Stock Option Activity for All Stock Plans (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price, Exercisable | $5.39 | $89.08 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options, Beginning Balance | 4,519,000 | 307,000 | 156,000 | |
Options, Granted | 1,015,000 | 4,352,000 | 179,000 | |
Options, Exercised | -183,000 | |||
Options, Forfeited | -356,000 | -112,000 | -23,000 | |
Options, Cancelled and expired | -77,000 | -28,000 | -5,000 | |
Options, Ending Balance | 4,918,000 | 4,519,000 | 307,000 | |
Options, Vested or expected to vest | 4,759,000 | |||
Options, Exercisable | 3,174,000 | 1,560,000 | 105,000 | 59,000 |
Weighted Average Exercise Price, Beginning balance | $3.04 | $33.72 | $90.07 | |
Weighted Average Exercise Price, Granted | $3.49 | $1.71 | $4.92 | |
Weighted Average Exercise Price, Exercised | $1.49 | |||
Weighted Average Exercise Price, Forfeited | $2.25 | $2.40 | $5.93 | |
Weighted Average Exercise Price, Cancelled and expired | $9.86 | $133.72 | $886.13 | |
Weighted Average Exercise Price, Ending balance | $3.14 | $3.04 | $33.72 | |
Weighted Average Exercise Price, Vested or expected to vest | $3.15 | |||
Weighted Average Exercise Price, Exercisable | $3.42 | |||
Weighted Average Remaining Contractual Term (Years), Outstanding at end of period | 8 years 9 months 29 days | |||
Weighted Average Remaining Contractual Term (Years), Vested and expected to vest at end of period | 8 years 9 months 26 days | |||
Weighted Average Remaining Contractual Term (Years), Exercisable at end of period | 8 years 8 months 23 days | |||
Aggregate Intrinsic Value, Outstanding at end of period | $2,480 | |||
Aggregate Intrinsic Value, Vested and expected to vest at end of period | 2,436 | |||
Aggregate Intrinsic Value, Exercisable at end of period | $1,925 |
Stock_Option_Activity_for_All_1
Stock Option Activity for All Stock Plans (Parenthetical) (Detail) (Stock Options) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options exercisable | 3,174,000 | 1,560,000 | 105,000 | 59,000 |
Summary_of_Status_of_Nonvested
Summary of Status of Nonvested Restricted Stock Awards (Detail) (Restricted stock, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Nonvested Shares, Beginning balance | 4,688,000 | ||
Nonvested Shares, Issued | 4,426,000 | 6,400,000 | 4,300,000 |
Nonvested Shares, Vested | -5,764,000 | ||
Nonvested Shares, Forfeited | -296,000 | -1,200,000 | -900,000 |
Nonvested Shares, Ending balance | 3,054,000 | 4,688,000 | |
Weighted Average Grant-Date Fair Value Per Share, Beginning balance | $2.95 | ||
Weighted Average Grant-Date Fair Value Per Share, Issued | $3.23 | $1.21 | $4.77 |
Weighted Average Grant-Date Fair Value Per Share, Vested | $2.42 | ||
Weighted Average Grant-Date Fair Value Per Share, Forfeited | $3 | ||
Weighted Average Grant-Date Fair Value Per Share, Ending balance | $4.35 | $2.95 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation And Retirement Disclosure [Abstract] | |||
Maximum Percentage of the compensation eligible | 80.00% | ||
Discretionary matching contributions amount | $0.20 | $0.20 | $0.20 |
Shareholder_Rights_Plan_Additi
Shareholder Rights Plan - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Shareholder Rights [Line Items] | |
Stockholder Rights Plan, Description | Each right, if and when it becomes exercisable, will entitle the holder to purchase a unit consisting of one ten-thousandth of a share of Series ZZ Junior Participating Cumulative Preferred Stock, no par value per share, at a cash exercise price of $8.00 per unit, subject to standard adjustment in the Rights Plan. The rights will separate from the common stock and become exercisable if a person or group acquires 20% or more of our common stock. Upon acquisition of 20% or more of our common stock, the Board could decide that each right (except those held by a 20% shareholder, which become null and void) would become exercisable entitling the holder to receive upon exercise, in lieu of a number of units of preferred stock, that number of shares of our common stock having a market value of two times the exercise price of the right. |
Percentage of rights held by single shareholder | 20.00% |
Redemption price of rights | 0.0001 |
Right expiration date | 3-Dec-15 |
Rights plan | |
Shareholder Rights [Line Items] | |
Warrant exercise price | $8 |
Product_Sales_by_Major_Custome
Product Sales by Major Customers (Detail) (Sales Revenue Goods Net, Customer Concentration Risk) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer A | |||
Revenue, Major Customer [Line Items] | |||
Percentage of product sales | 57.00% | 67.00% | 0.00% |
Customer B | |||
Revenue, Major Customer [Line Items] | |||
Percentage of product sales | 27.00% | 0.00% |
LongLived_Assets_Based_on_Geog
Long-Lived Assets Based on Geographical Locations (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $4,646 | $5,478 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | 4,512 | 5,336 |
Europe | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total long-lived assets | $134 | $142 |
Calculation_of_Basic_Diluted_N
Calculation of Basic & Diluted Net Loss Per Share Using Weighted Average Number of Shares Outstanding (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to common shareholders | ($44,194) | $4,603 | ($27,399) | ($29,002) | $10,196 | ($22,444) | ($18,011) | ($19,384) | ($95,992) | ($49,643) | ($115,275) |
Basic and diluted: | |||||||||||
Weighted average shares outstanding | 153,467 | 119,042 | 62,021 | ||||||||
Less weighted average restricted shares outstanding | -4,936 | -4,847 | -3,896 | ||||||||
Shares used in calculation of basic and diluted net loss per common share | 148,531 | 114,195 | 58,125 | ||||||||
Net loss per common share: Basic and diluted | ($0.65) | ($0.43) | ($1.98) |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Detail) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||
Anti-dilutive securities excluded from computation of earnings per share amount | 14.8 | 11.8 | 8.5 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (Aequus Biopharma, Inc, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Percentage of ownership in subsidiary | 61.00% | ||
Related Party, promissory note initial maturity date | 2012-05 | ||
Amount funded in Aequus | $2 | $1.50 | $0.60 |
Convertible promissory Note Balance | $8.10 | $5.80 | |
Affiliated Entity | Until maturity | |||
Related Party Transaction [Line Items] | |||
Promissory note interest rate | 6.00% | 6.00% | 6.00% |
Affiliated Entity | In the event the note balance is not paid on or before the maturity date | |||
Related Party Transaction [Line Items] | |||
Promissory note interest rate | 10.00% | ||
James A. Bianco, M.D. | |||
Related Party Transaction [Line Items] | |||
Percentage of Ownership in Subsidiary | 4.40% | ||
Jack W. Singer, M.D. | |||
Related Party Transaction [Line Items] | |||
Percentage of Ownership in Subsidiary | 4.40% | ||
Frederick W. Telling | |||
Related Party Transaction [Line Items] | |||
Percentage of Ownership in Subsidiary | 1.30% |
Legal_Proceedings_Additional_I
Legal Proceedings - Additional Information (Detail) | 1 Months Ended | 1 Months Ended | |||
Jul. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | |
2007 Equity Incentive Plan | CONSOB | VAT Assessments | VAT Assessments | VAT Assessments | |
USD ($) | USD ($) | EUR (€) | USD ($) | ||
Loss Contingencies [Line Items] | |||||
Range of possible loss, minimum | $6,000 | ||||
Range of possible loss, maximum | 606,000 | 11,400,000 | |||
Taxes paid | $600,000 | € 400,000 | |||
Number of common stock transferred | 4,756,137 | ||||
Types of grants authorized by plan | 6 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | ||||
Loss from continuing operations before income taxes, domestic | ($86,700,000) | ($42,100,000) | ($111,100,000) | |
Loss from continuing operations before income taxes, foreign | -9,300,000 | -7,600,000 | -4,200,000 | |
Increase (Decrease) in Valuation Allowance | 28,000,000 | 11,300,000 | -113,500,000 | |
Net operating loss carryforwards maximum annual utilization amount | 4,300,000 | |||
Gross Net Operating Losses | 1,100,000,000 | |||
Available NOL carryforward after annual NOL limitation effect | 188,200,000 | |||
Unrecognized tax benefits | 0 | |||
Accrued interest or penalties related to unrecognized tax benefits | 0 | |||
Reserves for uncertain income tax positions | 0 | |||
United Kingdom | ||||
Income Tax [Line Items] | ||||
Gross Net Operating Losses | $20,900,000 | |||
Minimum | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforward expiration year | 2018 | |||
Maximum | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforward expiration year | 2024 |
Reconciliation_Between_Effecti
Reconciliation Between Effective Tax Rate and Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax rate | -34.00% | -34.00% | -34.00% |
Research and development tax credits | -3.00% | -3.00% | |
I.R.C. Section 382 limited research and development tax credits | 1.00% | ||
Non-deductible executive compensation | 3.00% | 1.00% | 1.00% |
I.R.C. Section 382 limited net operating losses | 3.00% | 134.00% | |
Valuation allowance | 30.00% | 27.00% | -111.00% |
Expired tax attribute carryforwards | 7.00% | ||
Foreign tax rate differential | 3.00% | 6.00% | 1.00% |
Other | 1.00% | 1.00% |
Significant_Components_of_Defe
Significant Components of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $63,983 | $49,777 |
Capitalized research and development | 34,936 | 31,046 |
Research and development tax credit carryforwards | 3,968 | 1,486 |
Stock based compensation | 12,809 | 12,097 |
Intangible assets | 17,007 | 10,518 |
Depreciation and amortization | 191 | 96 |
Other deferred tax assets | 3,072 | 3,062 |
Total deferred tax assets | 135,966 | 108,082 |
Less valuation allowance | -135,293 | -107,271 |
Deferred Tax Assets, Net of Valuation Allowance, Total | 673 | 811 |
Deferred tax liabilities: | ||
GAAP adjustments on Novuspharma merger | -208 | -208 |
Deductions for tax in excess of financial statements | -465 | -603 |
Total deferred tax liabilities | ($673) | ($811) |
Summary_of_Unaudited_Quarterly
Summary of Unaudited Quarterly Financial Data (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||
Total revenues | $17,789 | [1],[2] | $39,534 | [1],[2] | $1,343 | [1],[2] | $1,411 | [1],[2] | $32,884 | [3] | $362 | [3] | $306 | [3] | $1,126 | [3] | $60,077 | $34,678 | $0 |
Product sales, net | 2,472 | 2,021 | 1,148 | 1,268 | 520 | 362 | 306 | 1,126 | 6,909 | 2,314 | 0 | ||||||||
Gross profit | 2,176 | [4] | 1,769 | [4] | 946 | [4] | 1,123 | [4] | 487 | [4] | 349 | [4] | 270 | [4] | 1,071 | [4] | |||
Net income (loss) attributable to CTI | -41,569 | 4,603 | -27,399 | -29,002 | 10,196 | -15,544 | -18,011 | -19,384 | -93,367 | -42,743 | -101,374 | ||||||||
Net income (loss) attributable to CTI common shareholders | ($44,194) | $4,603 | ($27,399) | ($29,002) | $10,196 | ($22,444) | ($18,011) | ($19,384) | ($95,992) | ($49,643) | ($115,275) | ||||||||
Net income (loss) per common sharebbasic | ($0.27) | $0.03 | ($0.19) | ($0.20) | $0.08 | ($0.20) | ($0.17) | ($0.18) | |||||||||||
Net income (loss) per common sharebdiluted | ($0.27) | $0.03 | ($0.19) | ($0.20) | $0.08 | ($0.20) | ($0.17) | ($0.18) | |||||||||||
[1] | Total revenues for the third quarter of 2014 include $17.3 million of license and contract revenue recognized in connection with the collaboration agreement with Servier in September 2014 and $20.0 million of license and contract revenue for a milestone payment received under the collaboration agreement with Baxter. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||||
[2] | Total revenues for the fourth quarter of 2014 include $15.0 million of milestone payments received from Teva in November 2014 upon the achievement of worldwide net sales milestones of TRISENOX. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||||
[3] | Total revenues for the fourth quarter of 2013 include $27.4 million of license and contract revenue recognized in connection with the collaboration agreement with Baxter in November 2013 and $5.0 million of license and contract revenue from Teva in November 2013 upon the achievement of a worldwide net sales milestone of TRISENOX. See Note 12, Collaboration, Licensing and Milestone Agreements, for additional information. | ||||||||||||||||||
[4] | Gross profit is computed by subtracting cost of product sold from net product sales. |
Summary_of_Unaudited_Quarterly1
Summary of Unaudited Quarterly Financial Data (Parenthetical) (Detail) (USD $) | 12 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2014 |
Quarterly Financial Data [Line Items] | ||||||
License and contract revenue | $53,168 | $32,364 | $0 | |||
Servier | ||||||
Quarterly Financial Data [Line Items] | ||||||
License and contract revenue | 17,300 | |||||
Baxter | ||||||
Quarterly Financial Data [Line Items] | ||||||
License and contract revenue | 20,000 | 27,364 | ||||
Teva | ||||||
Quarterly Financial Data [Line Items] | ||||||
License and contract revenue | $5,000 | $15,000 |