Document and Entity Information (USD $)
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12 Months Ended | ||
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Dec. 31, 2012
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Feb. 28, 2013
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Jun. 30, 2012
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Document and Entity Information | |||
Entity Registrant Name | MERRIMACK PHARMACEUTICALS INC | ||
Entity Central Index Key | 0001274792 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2012 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 630,064,672 | ||
Entity Common Stock, Shares Outstanding | 95,901,025 | ||
Document Fiscal Year Focus | 2012 | ||
Document Fiscal Period Focus | FY |
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables that has been incurred through that date and due after one year (or beyond the operating cycle, if longer) and is unpaid. No definition available.
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- Definition
As of the reporting date, the fair value of noncontrolling interests. The noncontrolling interest holder's ownership (or holders' ownership) may be in the form of preferred shares (regardless of class), preferred partnership units (regardless of class), preferential membership interests, or any other form of preferred equity regardless of investee entity legal form. No definition available.
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- Definition
Represents the fair value written certificate that gives the holder the right to purchase shares of a stock for a specified price within a specified period of time. No definition available.
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- Definition
Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid within one year (or one operating cycle, if longer) of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date of unearned revenue or income, not otherwise specified in the taxonomy, which is expected to be taken into income during the current period and current obligations not separately disclosed in the balance sheet (other liabilities, current). No definition available.
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- Definition
Carrying amount as of the balance sheet date of unearned revenue or income, not otherwise specified in the taxonomy, which is expected to be taken into income after one year or beyond the normal operating cycle, if longer and noncurrent obligations not separately disclosed in the balance sheet (other liabilities, noncurrent). No definition available.
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- Definition
Net amount of current deferred finance costs capitalized at the end of the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For a classified balance sheet, the cumulative difference as of the balance sheet date between the payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, within one year of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For a classified balance sheet, the cumulative difference between the rental income or payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, more than one year after the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The noncurrent portion of deferred revenue amount as of balance sheet date. Deferred revenue is a liability related to a revenue producing activity for which revenue has not yet been recognized, and is not expected to be recognized in the next twelve months. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Fair value as of the balance sheet date of the embedded derivative or group of embedded derivatives classified as a liability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying amount of assets (excluding financial assets) that lack physical substance, excluding goodwill, having a projected indefinite period of benefit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying value as of the balance sheet date of portion of long-term loans payable due within one year or the operating cycle if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total debt and equity financial instruments including: (1) securities held-to-maturity, (2) trading securities, and (3) securities available-for-sale which are intended to be held for less than one year or the normal operating cycle, whichever is longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total amount due to the entity within one year of the balance sheet date (or one operating cycle, if longer) from outside sources, including trade accounts receivable, notes and loans receivable, as well as any other types of receivables, net of allowances established for the purpose of reducing such receivables to an amount that approximates their net realizable value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Cash and equivalents whose use in whole or in part is restricted for the long-term, generally by contractual agreements or regulatory requirements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. No definition available.
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Consolidated Balance Sheets (Parenthetical) (USD $)
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Dec. 31, 2012
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Dec. 31, 2011
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Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 138,500,000 |
Common stock, shares issued | 95,825,000 | 11,834,000 |
Common stock, shares outstanding | 95,825,000 | 11,834,000 |
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
This element represents the amount of any change, including any differences arising upon settlement, recognized during the reporting period in the value of a liability, arising from an item of contingent consideration, assumed in a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total costs of sales and operating expenses for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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- Definition
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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X | ||||||||||
- Definition
Net of tax amount of the appreciation (loss) in value of unsold available-for-sale securities attributable to the parent entity. Excludes amounts related to other than temporary impairment (OTTI) losses. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Net of tax amount of other comprehensive income (loss) attributable to the parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
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- Definition
The adjustment to additional paid in capital for the imputed cash noncash interest expense related to the Series F exchange agreement. No definition available.
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- Definition
Adjustment to additional paid-in-capital resulting from change in par value of common stock issued. No definition available.
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- Definition
Value of common stock warrants issued during the period into equity upon the conversion of preferred stock warrants in mezzanine equity. No definition available.
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- Definition
The number of shares of stock issued during the period pursuant to the exercise of warrants. No definition available.
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- Definition
Gross value of stock (or other type of equity) issued during the period as a result of exercise of common stock warrants. No definition available.
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- Definition
Change in additional paid in capital as a result of a reallocation of a subsidiary's stockholders' equity to noncontrolling interest due to the subsidiary issuing stock. This reallocation is from a capital transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
This element represents the amount of recognized equity-based compensation during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). Alternate captions include the words "stock-based compensation". Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Equity impact of stock dividends for preferred shareholders declared by an entity during the period. This element includes paid and unpaid dividends declared during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
Amount of Net Income (Loss) attributable to noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Net of tax amount of other comprehensive income (loss) attributable to the parent entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Number of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Value of stock issued as a result of the exercise of stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Increase in temporary equity from initial purchase of preferred stock of subsidiary. No definition available.
|
X | ||||||||||
- Definition
Number of new shares classified as temporary equity issued during the period. No definition available.
|
X | ||||||||||
- Definition
The number of shares of stock issued during the period pursuant to the exercise of warrants. No definition available.
|
X | ||||||||||
- Definition
Gross value of stock (or other type of equity) issued during the period as a result of exercise of warrants. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Definition
Number of shares issued during the period as a result of the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The gross value of stock issued during the period upon the conversion of convertible securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount, attributable to parent and noncontrolling interests, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. No definition available.
|
X | ||||||||||
- Definition
The portion of net income or loss attributable to temporary equity interest. No definition available.
|
X | ||||||||||
- Definition
The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Value of new stock classified as temporary equity issued during the period. No definition available.
|
X | ||||||||||
- Definition
Represents the accrued interest on unissued preferred stock that was relieved to additional paid-in capital in a noncash transaction. No definition available.
|
X | ||||||||||
- Definition
The value of convertible preferred stock warrants converted to common warrants. No definition available.
|
X | ||||||||||
- Definition
The net cash outflow for the decrease associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of deferred financing costs reclassified to stockholders' equity. No definition available.
|
X | ||||||||||
- Definition
Represents the fair value of derivative liability issued in noncash investing and financing activities. No definition available.
|
X | ||||||||||
- Definition
The cash flow impact of the unrealized gain or loss on the remeasurement of fair value of preferred stock warrants. No definition available.
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in deferred rent and tax incentives yet to be earned and recognized as a reduction of rental expense over the lease term and in the liability reflecting credits yet to be earned for which cash or other forms of consideration was received or recorded as a receivable. No definition available.
|
X | ||||||||||
- Definition
The net cash inflow for the increase associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities. No definition available.
|
X | ||||||||||
- Definition
Represents the issuance of shares from the amount received in advance in a noncash transaction. No definition available.
|
X | ||||||||||
- Definition
The cash inflow associated with the amount received from entity's first offering of stock to the public, net of offering costs, less the amount of deferred financing costs that were reclassified to equity. No definition available.
|
X | ||||||||||
- Definition
The cash inflow from issuance of preferred stocks of a majority owned subsidiary, identified as being convertible into another form of financial instrument, typically the entity's common stock. No definition available.
|
X | ||||||||||
- Definition
The amount of purchased premiums and interest on available-for-sale securities. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Future cash outflow to pay for purchases of fixed assets that have occurred. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The difference between the sale price or salvage price and the book value of a property, plant, and equipment asset that was sold or retired during the reporting period. This element refers to the gain (loss). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period, excluding the portion taken into income, in the liability reflecting revenue yet to be earned for which cash or other forms of consideration was received or recorded as a receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in other assets used in operating activities less other operating liabilities used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current assets and liabilities, other noncurrent assets and liabilities, or a combination of other current and noncurrent assets and liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets, or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) during the reporting period in the total amount due within one year (or one operating cycle) from all parties, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The increase (decrease) in cash associated with the entity's continuing operating, investing, and financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. No definition available.
|
X | ||||||||||
- Definition
Amount of net cash from (used in) the entity's financing activities, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of net cash from (used in) the entity's investing activities, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of net cash from (used in) the entity's continuing operations, excluding cash flows derived by the entity from its discontinued operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Interest paid other than in cash for example by issuing additional debt securities. As a noncash item, it is added to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The net cash outflow or inflow from other investing activities. This element is used when there is not a more specific and appropriate element in the taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Cash outflow in the form of ordinary dividends to preferred shareholders, generally out of earnings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow from purchases of trading, available-for-sale securities and held-to-maturity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. No definition available.
|
X | ||||||||||
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from issuance of preferred stocks identified as being convertible into another form of financial instrument, typically the entity's common stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow associated with the aggregate amount received by the entity through sale or maturity of marketable securities (held-to-maturity or available-for-sale) during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Divestiture of long-lived, physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
X | ||||||||||
- Definition
The cash outflow for the obligation for a lease meeting the criteria for capitalization (with maturities exceeding one year or beyond the operating cycle of the entity, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Nature of the Business
|
12 Months Ended |
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Dec. 31, 2012
|
|
Nature of the Business | |
Nature of the Business | 1. Nature of the Business Merrimack Pharmaceuticals, Inc. (the "Company") is a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company has six targeted therapeutic oncology candidates in clinical development (MM-398, MM-121, MM-111, MM-302, MM-151 and MM-141), multiple product candidates in preclinical development and a discovery effort advancing additional candidate medicines. The Company's discovery and development effort is driven by Network Biology, which is its proprietary systems biology-based approach to biomedical research. The Company was incorporated in the Commonwealth of Massachusetts in 1993 and reincorporated in the State of Delaware in October 2010. The Company is subject to risks and uncertainties common to companies in the biopharmaceutical industry, including, but not limited to, ability to secure additional capital to fund operations, development by competitors of new technological innovations, dependence on collaborative arrangements, protection of proprietary technology, compliance with government regulations and dependence on key personnel. Product candidates currently under development will require significant additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel infrastructure and extensive compliance reporting capabilities. The Company has incurred significant losses and has not generated revenue from commercial sales. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. In April 2012, the Company closed the initial public offering of its common stock pursuant to a registration statement on Form S-1, as amended. The Company sold an aggregate of 15,042,459 shares of common stock under the registration statement at a public offering price of $7.00 per share, including 742,459 shares pursuant to the exercise by the underwriters of an over-allotment option. Net proceeds were approximately $98.1 million, after deducting underwriting discounts and commissions and other offering expenses but prior to the payment of dividends on the Company's Series B convertible preferred stock. At the time of the initial public offering, the Company's convertible preferred stock and warrants to purchase convertible preferred stock automatically converted to common stock and warrants to purchase common stock, as discussed more fully in Note 3. On November 8, 2012, the Company entered into a Loan and Security Agreement (the "Loan Agreement"), with Hercules Technology Growth Capital, Inc. ("Hercules"). As more fully discussed in Note 12, the Loan Agreement provides for an initial term loan advance of $25.0 million, which closed on November 8, 2012, and an additional term loan of $15.0 million, which closed on December 14, 2012, which resulted in aggregate net proceeds of $39.6 million during the fourth quarter of 2012. The Company may seek additional funding through public or private debt or equity financings or through existing or new collaboration arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into additional collaborative arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. Arrangements with collaborators or others may require the Company to relinquish rights to certain of its technologies or product candidates. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate its research and development programs or commercialization efforts, which could adversely affect its business prospects. |
X | ||||||||||
- Definition
The entire disclosure for the nature of an entity's business, the major products or services it sells or provides and its principal markets, including the locations of those markets. If the entity operates in more than one business, the disclosure also indicates the relative importance of its operations in each business and the basis for the determination (for example, assets, revenues, or earnings). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
|
Summary of Significant Accounting Policies
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Summary of Significant Accounting Policies | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Significant accounting policies followed by the Company in the preparation of its consolidated financial statements are as follows: Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared under U.S. generally accepted accounting principles ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries. The Company's wholly owned subsidiaries include Hermes BioSciences, Inc. ("Hermes"), which was merged with and into the Company during 2011, and Merrimack Pharmaceuticals (Bermuda) Ltd., which was incorporated during 2011. The Company also consolidates its 74% majority-owned subsidiary Silver Creek Pharmaceuticals, Inc. ("Silver Creek"). All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates GAAP requires the Company's management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The Company bases estimates and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. The significant estimates in these consolidated financial statements include revenue recognition, periods of meaningful use of licensed products, lease accounting, useful lives with respect to long-lived assets and intangibles and the valuation of stock options, convertible preferred stock warrants, contingencies, accrued expenses, intangible assets, goodwill, in-process research and development, derivative liability and tax valuation reserves. The Company's actual results may differ from these estimates under different assumptions or conditions. The Company evaluates its estimates on an ongoing basis. Changes in estimates are reflected in reported results in the period in which they become known by the Company's management. Segment and Geographic Information Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and the Company operates in only one geographic segment. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents primarily consist of money market funds, commercial paper, corporate notes and bonds and certificates of deposit. Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. As of December 31, 2011 and 2012, the Company recorded restricted cash of $381,000 and $628,000, respectively, which were primarily related to the Company's facility lease. Available-for-Sale Securities Marketable securities may consist of U.S. government agencies securities, commercial paper, corporate notes and bonds and certificates of deposit, which are maintained by an investment manager and have expected average maturity dates in excess of three months. The Company classifies these investments as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders' equity until realized. Realized gains and losses are recognized in interest income. Any premium or discount arising at purchase is amortized and/or accreted to interest income. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, available-for-sale securities and accounts receivable. The Company places its cash deposits in accredited financial institutions and, therefore, the Company's management believes these funds are subject to minimal credit risk. The Company invests cash equivalents and available-for-sale securities in money market funds, U.S. government agencies securities and various corporate debt securities. Credit risk in these securities is reduced as a result of the Company's investment policy to limit the amount invested in any one issue or any single issuer and to only invest in high credit quality securities. The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. For the years ended December 31, 2011 and 2012, Sanofi represented greater than 99% and 98% of collaboration revenues, respectively. As of December 31, 2011 and 2012, Sanofi represented greater than 99% of accounts receivable. Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost and depreciated when placed into service using the straight-line method, based on their estimated useful lives as follows:
Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service. Costs for repairs and maintenance are expensed as incurred, while major betterments are capitalized. The Company capitalizes interest cost incurred on funds used to construct property and equipment. The capitalized interest is recorded as part of the asset to which it relates and is depreciated over the asset's estimated useful life. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in earnings. The Company reviews its 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 cash flow to the recorded value of the asset. If impairment is indicated, the asset will be written down to its estimated fair value on a discounted cash flow basis. Non-controlling Interest Non-controlling interest represents the non-controlling stockholders' proportionate share of preferred stock and net loss of the Company's majority-owned consolidated subsidiary Silver Creek. On August 20, 2010, the Company acquired a controlling interest in Silver Creek (Note 8). The non-controlling stockholders' proportionate share of the preferred stock in Silver Creek is reflected as non-controlling interest in the Company's consolidated balance sheets as of December 31, 2011 and 2012, respectively, as a component of mezzanine equity. The Company's financial statement activity related to Silver Creek during these periods was as follows:
Derivative Liability On December 21, 2012, the Company's majority-owned subsidiary Silver Creek entered into a Note Purchase Agreement with certain lenders, as discussed more fully in Note 12. The principal and accrued interest are convertible into the next qualifying series of preferred stock at a discount or into existing preferred stock upon maturity of the notes on December 31, 2013, whichever occurs first. The Company determined that the underlying convertible note represented share-settled debt and the potential conversion of the notes into the next qualifying series of preferred stock at a discount met the definition of a derivative. The Company estimated the value of the derivative liability issued in connection with the convertible note payable at $196,000 as of both December 21, 2012 and December 31, 2012. The derivative is classified as a liability on the Company's consolidated balance sheet and will be remeasured at subsequent reporting periods with changes in fair value are recognized in earnings. Revenue Recognition The Company enters into biopharmaceutical product development agreements with collaborative partners for the research and development of therapeutic and diagnostic products. The terms of the agreements may include nonrefundable signing and licensing fees, funding for research, development and manufacturing, milestone payments and royalties on any product sales derived from collaborations. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. In January 2011, the Company adopted new authoritative guidance on revenue recognition for multiple element arrangements. This guidance, which applies to multiple element arrangements entered into or materially modified on or after January 1, 2011, amends the criteria for separating and allocating consideration in a multiple element arrangement by modifying the fair value requirements for revenue recognition and eliminating the use of the residual method. The fair value of deliverables under the arrangement may be derived using a best estimate of selling price if vendor specific objective evidence and third party evidence are not available. Deliverables under the arrangement will be separate units of accounting provided that a delivered item has value to the customer on a stand-alone basis and if the arrangement does not include a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. The Company also adopted guidance that permits the recognition of revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets certain criteria and is considered to be substantive. The Company did not enter into any significant multiple element arrangements or materially modify any of its existing multiple element arrangements during the years ended December 31, 2011 and 2012. The Company's existing license and collaboration agreements continue to be accounted for under previously issued revenue recognition guidance for multiple element arrangements and milestone revenue recognition, as described below. The Company recognized upfront license payments as revenue upon delivery of the license only if the license had stand-alone value and the fair value of the undelivered performance obligations could be determined. If the fair value of the undelivered performance obligations could be determined, such obligations were accounted for separately as the obligations were fulfilled. If the license was considered to either not have stand-alone value or have stand-alone value but the fair value of any of the undelivered performance obligations could not be determined, the arrangement was accounted for as a single unit of accounting and the license payments and payments for performance obligations were recognized as revenue over the estimated period of when the performance obligations would be performed. Whenever the Company determined that an arrangement should be accounted for as a single unit of accounting, it determined the period over which the performance obligations would be performed and revenue would be recognized. If the Company could not reasonably estimate the timing and the level of effort to complete its performance obligations under the arrangement, then revenue under the arrangement was recognized on a straight-line basis over the period the Company expected to complete its performance obligations, which is reassessed at each subsequent reporting period. The Company's collaboration agreements may include additional payments upon the achievement of performance-based milestones. As milestones are achieved, a portion of the milestone payment, equal to the percentage of the total time that the Company has performed the performance obligations to date over the total estimated time to complete the performance obligations, multiplied by the amount of the milestone payment, will be recognized as revenue upon achievement of such milestone. The remaining portion of the milestone will be recognized over the remaining performance period. Milestones that are tied to regulatory approvals are not considered probable of being achieved until such approval is received. Milestones tied to counter-party performance are not included in the Company's revenue model until the performance conditions are met. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the arrangement. Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including personnel-related costs, stock-based compensation, facilities, research-related overhead, clinical trial costs, contracted services, manufacturing, license fees and other external costs. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received rather than when the payment is made. Stock-Based Compensation The Company expenses the fair value of employee stock options over the vesting period. Compensation expense is measured using the fair value of the award at the grant date, net of estimated forfeitures, and is adjusted annually to reflect actual forfeitures. The fair value of each stock-based award is estimated using the Black-Scholes option valuation model and is expensed straight-line over the vesting period. The Company records stock options issued to nonemployees at fair value, periodically remeasures to reflect the current fair value at each reporting period, and recognizes expense over the related service period. When applicable, these equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Convertible Preferred Stock and Convertible Preferred Stock Warrants Convertible preferred stock is initially recorded at the proceeds received, net of issuance costs and warrants, where applicable. As described in Note 3, in April 2012, the Company closed the initial public offering of its common stock. Upon closing, all outstanding shares of the Company's convertible preferred stock were converted into 66,255,529 shares of common stock. Also upon closing, the Company's restated certificate of incorporation became effective and authorized 10.0 million shares of $0.01 par value undesignated preferred stock. The Company accounts for freestanding warrants as liabilities at their fair value. The Company measures the fair value of the convertible preferred stock warrants at the end of each reporting period and records the change in fair value to other income (expense). For the years ended December 31, 2010, 2011, and 2012, the Company recorded other income (expense) related to this re-measurement of $(74,000), $(864,000) and $587,000, respectively. As described in Note 3, in April 2012, the Company closed the initial public offering of its common stock. Upon closing, all outstanding warrants to purchase shares of convertible preferred stock were converted into warrants to purchase shares of common stock and reclassified to stockholders' equity. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances, from non-owner sources and currently consists of net loss and changes in unrealized gains and losses on available-for-sale securities. Other Income (Expense) The Company records gains and losses on the remeasurement of fair value of convertible preferred stock warrants, the recognition of federal and state sponsored tax incentives and other one-time income or expense-related items in other income (expense). In January 2010, the Massachusetts Life Sciences Center ("MLSC"), an independent agency of the Commonwealth of Massachusetts, awarded the Company $1,500,000 of tax incentives under its Life Sciences Tax Incentive Program. These incentives allowed the Company to monetize approximately $1,350,000 of state research and development tax credits. The Company received this monetization in 2010. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2014. Failure to do so could result in the repayment of a portion of these incentives. The Company deferred and is amortizing the benefit of this monetization on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2010, 2011 and 2012, the Company recognized $270,000 of benefit in other income in each period. In October 2010, the Company received grants totaling $2,445,000 under the Federal Qualifying Therapeutic Discovery Projects program as provided for under Section 48D of the Internal Revenue Code, enacted as part of the Patient Protection and Affordable Care Act of 2010. The Company received $1,941,000 during 2010 and $504,000 during the first quarter of 2011 related to these grants. For the year ended December 31, 2010, the Company recognized $2,445,000 as other income related to these grants. In January 2011, the MLSC awarded the Company an additional $1,347,000 of tax incentives under its Life Sciences Tax Incentive Program, which allowed the Company to monetize approximately $1,212,000 of state research and development tax credits. The Company received this monetization in the second quarter of 2011. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2015. Failure to do so could result in the repayment of a portion of these incentives. The Company deferred and is amortizing the benefit of this monetization on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2010 and 2011, the Company did not recognize any benefit in other income. For the year ended December 31, 2012, the Company recognized $484,000 of benefit in other income. Additionally, other income recognized during the year ended December 31, 2011 included the impact of a cash settlement of $1.8 million from a former service provider. Deferred Financing Costs The Company capitalizes certain legal, accounting and other fees that are directly associated with in-process debt and equity financings as current assets until such financings occur. In the case of an equity financing, after occurrence, these costs are recorded in equity or mezzanine equity, net of proceeds received. In the case of a debt financing, these costs are recorded as assets and amortized over the term of the debt. As of December 31, 2011, the Company recorded deferred financing costs of $1,946,000 on the accompanying consolidated balance sheet in contemplation of an initial public offering. As discussed in Note 3, in April 2012, the Company closed the initial public offering of its common stock. Upon closing, $2,748,000 of deferred financing costs were netted against the equity proceeds within stockholders' equity. Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as components of income tax expense. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets, including in-process research and development ("IPR&D"), are evaluated for impairment on an annual basis or more frequently if an indicator of impairment is present. No impairment of goodwill or indefinite-lived intangible assets resulted from the Company's most recent evaluation which occurred in the third quarter of 2012. The Company's next annual impairment evaluation will be made in the third quarter of 2013 unless indicators arise that would require the Company to evaluate at an earlier date. The Company commences amortization of indefinite-lived intangible assets once the assets have reached technological feasibility or are determined to have an alternative future use and amortizes the assets over their estimated future life. The Company's evaluation of goodwill and IPR&D impairment included a qualitative assessment to determine whether further impairment testing of goodwill and indefinite-lived intangible assets was necessary. It was determined that it was not more likely than not that an impairment existed, and therefore, that further impairment evaluation was not necessary. This determination required management to make significant estimates, judgments and assumptions as to development activities and future commercial potential of IPR&D and to assess the impact of significant events, milestones and changes to expectations and activities that may have occurred since the last impairment evaluation. Specifically, management considered estimated time and cost until the expected commencement of commercial activities, estimates of expected future revenues and cash flows, estimates of probabilities of success of the Company's IPR&D and discount rates. Significant changes to these estimates, judgments and assumptions could materially change the outcome of management's impairment assessment. The Company commences amortization of indefinite-lived intangible assets, such as IPR&D, once the assets have reached technological feasibility or are determined to have an alternative future use and amortizes the assets over their estimated future life. Amortization of IPR&D has not commenced as of December 31, 2012. Definite-lived intangible assets, such as core technology, are evaluated for impairment whenever events or circumstances indicate that the carrying value may not be fully recoverable. Definite-lived intangible assets are separate from goodwill and indefinite-lived intangible assets and are deemed to have a definite life. The Company amortizes these assets over their estimated useful life. The Company has not recorded any impairment charges related to definite-lived intangible assets. Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. Recent Accounting Pronouncements In June 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, a company may present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, a company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. The Company adopted this amendment on January 1, 2012. Other than a change in presentation, the adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In September 2011, the FASB amended the authoritative guidance regarding the testing for goodwill impairment. Under the amendments, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value reporting of a reporting unit is less than the carrying amount, then performing the two-step impairment test is unnecessary. The changes are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, however, early adoption is permitted. The Company adopted this authoritative guidance on January 1, 2012 with no impact. In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a "qualitative" assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, and the Company adopted ASU 2012-02 in the third quarter of 2012 upon its annual impairment testing of indefinite-lived intangible assets with no impact. In February 2013, the FASB issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. For public companies, these amendments are effective prospectively for reporting periods beginning after December 15, 2012. Other than a change in presentation, the Company does not believe the adoption of this guidance will have a material impact on our consolidated financial statements. |
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The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles. No definition available.
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Initial Public Offering
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Initial Public Offering | 3. Initial Public Offering In April 2012, the Company closed the initial public offering of its common stock pursuant to a registration statement on Form S-1, as amended. The Company sold an aggregate of 15,042,459 shares of common stock under the registration statement at a public offering price of $7.00 per share, including 742,459 shares pursuant to the exercise by the underwriters of an over-allotment option. Net proceeds were approximately $98.1 million, after deducting underwriting discounts and commissions and other offering expenses but prior to the payment of dividends on the Company's Series B convertible preferred stock. Upon closing the initial public offering, all outstanding shares of the Company's convertible preferred stock were converted into 66,255,529 shares of common stock, all outstanding warrants to purchase shares of convertible preferred stock were converted into warrants to purchase shares of common stock and approximately $4.3 million of cash dividends became payable to the holders of Series B convertible preferred stock. |
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The entire disclosure of initial public offering made by company. No definition available.
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Marketable Securities
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Marketable Securities | 4. Marketable Securities Available-for-sale securities, all of which have maturities of twelve months or less, as of December 31, 2012 consisted of the following:
The aggregate fair value of securities held by the Company in an unrealized loss position for less than 12 months as of December 31, 2012 was $51.4 million, representing 18 securities. To determine whether an other-than-temporary impairment exists, the Company performs an analysis to assess whether it intends to sell, or whether it would more likely than not be required to sell, the security before the expected recovery of the amortized cost basis. Where the Company intends to sell a security, or may be required to do so, the security's decline in fair value is deemed to be other-than-temporary and the full amount of the unrealized loss is recognized on the statement of comprehensive loss as an other-than-temporary impairment charge. When this is not the case, the Company performs additional analysis on all securities to evaluate losses associated with the creditworthiness of the security. Credit losses are identified where the Company does not expect to receive cash flows, based on using a single best estimate, sufficient to recover the amortized cost basis of a security and amount of the loss recognized in other income (expense). Marketable securities in an unrealized loss position as of December 31, 2012 consisted of the following:
The Company does not intend to sell and it is not more likely than not that the Company will be required to sell the above investments before recovery of the amortized cost basis, which may be maturity. The Company determined that there was no material change in the credit risk of the above investments. As a result, the Company determined it did not hold any investments with an other-than-temporary-impairment as of December 31, 2012. |
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The entire disclosure for investments in certain debt and equity securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Net Loss Per Common Share
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Net Loss Per Common Share | 5. Net Loss Per Common Share Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, convertible preferred stock, stock options and warrants are considered to be common stock equivalents and are only included in the calculation of diluted net loss per share when their effect is dilutive. The following table presents the computation of basic and diluted net loss per share available to common stockholders:
The following common stock equivalents of potentially dilutive securities have been excluded from the computation of diluted weighted average shares outstanding as of December 31, 2010, 2011 and 2012 as the Company recorded a net loss in all periods and, therefore, they would be anti-dilutive:
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The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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License and Collaboration Agreements
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License and Collaboration Agreements | 6. License and Collaboration Agreements Sanofi On September 30, 2009, the Company entered into a license and collaboration agreement with Sanofi for the development and commercialization of a drug candidate being developed by the Company under the name MM-121. The agreement became effective on November 10, 2009 and Sanofi paid the Company a nonrefundable, noncreditable upfront license fee of $60.0 million. During the years ended 2010, 2011 and 2012, the Company received milestone payments of $10.0 million, $10.0 million and $5.0 million, respectively. These milestone payments were associated with dosing the first patients in Phase 2 clinical trials in breast, non-small cell lung and ovarian cancers. The Company is eligible to receive additional future development, regulatory and sales milestone payments as well as future royalty payments depending on the success of MM-121. Under the agreement, Sanofi is responsible for all MM-121 development and manufacturing costs. The Company has the right, but not the obligation, to co-promote and commercialize MM-121 in the United States and to participate in the development of MM-121 through Phase 2 proof of concept trials. Sanofi reimburses the Company for direct costs incurred in development and compensates the Company for its internal development efforts based on a full time equivalent ("FTE") rate. Also as part of the agreement, the Company was required to manufacture certain quantities of MM-121 and, at Sanofi's and the Company's option, may continue to manufacture additional quantities of MM-121 in the future. Sanofi reimburses the Company for direct costs incurred in manufacturing and compensates the Company for its internal manufacturing efforts based on an FTE rate. The Company satisfied its manufacturing obligations during 2010 and has elected to continue to manufacture quantities of MM-121. The Company applied revenue recognition guidance to determine whether the performance obligations under this collaboration including the license, the right to future technology, back-up compounds, participation on steering committees, development services and manufacturing services could be accounted for separately or as a single unit of accounting. The Company determined that its development services performance obligation is considered a separate unit of accounting as it is set at the Company's option, has stand-alone value and the FTE rate is considered fair value. Therefore, the Company recognizes cost reimbursements for MM-121 development services as incurred. The Company determined that the license, the right to future technology, back-up compounds, participation on steering committees and manufacturing services performance obligations represented a single unit of accounting. As the Company cannot reasonably estimate its level of effort over the collaboration, the Company recognizes revenue from the upfront payment, milestone payment and manufacturing services payments using the contingency-adjusted performance model over the expected development period, which is currently estimated to be 12 years from the effective date of the agreement. Under this model, when a milestone is earned or manufacturing services are rendered and product is delivered, revenue is immediately recognized on a pro-rata basis in the period the milestone was achieved or product was delivered based on the time elapsed from the effective date of the agreement. Thereafter, the remaining portion is recognized on a straight-line basis over the remaining development period. During the years ended December 31, 2010, 2011 and 2012, the Company recognized revenue based on the following components of the Sanofi agreement:
As of December 31, 2011 and 2012, the Company maintained the following assets and liabilities related to the Sanofi agreement:
GTC Biotherapeutics, Inc. In July 2009, the Company entered into a license agreement with GTC Biotherapeutics, Inc. ("GTC") for the development of MM-093 by GTC. As consideration, GTC returned 662,000 shares of the Company's Series C convertible preferred stock to the Company. The Company determined the fair value of the consideration transferred to be $1,469,000. The Company applied revenue recognition guidance to determine that the performance obligations under this agreement, including the license, the right to future technology, and manufacturing support should be accounted for as a single unit of accounting. The consideration received is being recognized on a straight-line basis over the expected performance period, which was originally estimated to be 19 years from the effective date of the agreement. During the fourth quarter of 2012, GTC notified the Company of their intent to terminate the license agreement in three months in accordance with the terms of the license agreement. The expected development term of the license agreement ended on March 19, 2013 when the Company received GTC's final notice of termination. This change in the estimate of expected development term resulted in $657,000 of additional revenue recognized during the fourth quarter of 2012. During the years ended December 31, 2010, 2011 and 2012 the Company recognized revenue of $76,000, $76,000 and $733,000, respectively. As of December 31, 2010, 2011 and 2012, the Company had $1,356,000, $1,279,000 and $553,000 of deferred revenue, respectively. PharmaEngine, Inc. On May 5, 2011, the Company entered into an assignment, sublicense and collaboration agreement with PharmaEngine, Inc. ("PharmaEngine") under which the Company reacquired rights in Europe and certain countries in Asia to a drug being developed under the name MM-398. In exchange, the Company agreed to pay PharmaEngine a nonrefundable, noncreditable upfront payment of $10.0 million and will be required to make up to an aggregate of $80.0 million in development and regulatory milestone payments and $130.0 million in sales milestone payments upon the achievement of specified development, regulatory and annual net sales milestones. During the first quarter of 2012, the Company paid a milestone of $5.0 million under the collaboration agreement with PharmaEngine in connection with dosing the first patient in a Phase 3 clinical trial of MM-398 in pancreatic cancer. PharmaEngine is also entitled to tiered royalties on net sales of MM-398 in Europe and certain countries in Asia. The Company is responsible for all future development costs of MM-398 except those required specifically for regulatory approval in Taiwan. During the years ended December 31, 2011 and 2012, the Company recognized research and development expenses of $11.2 million and $6.2 million, respectively, related to the agreement with PharmaEngine. As of December 31, 2011 and 2012, the Company had amounts payable of $280,000 and $345,000, respectively, related to the agreement with PharmaEngine. |
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The entire disclosure for collaborative arrangements in which the entity is a participant, including a) information about the nature and purpose of such arrangements; b) its rights and obligations thereunder; c) the accounting policy for collaborative arrangements; and d) the income statement classification and amounts attributable to transactions arising from the collaborative arrangement between participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Fair Value of Financial Instruments
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Fair Value of Financial Instruments | 7. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents, available-for-sale securities, prepaid expenses, accounts receivable, accounts payable and accrued expenses and other short-term assets and liabilities approximate fair value due to the short-term nature of these instruments. A derivative liability and convertible preferred stock warrants are also carried at fair value. Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is determined based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. As a basis for considering such assumptions, GAAP establishes a three-tier value hierarchy, which prioritizes the inputs used to develop the assumptions and for measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The following tables show assets and liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2012 and the input categories associated with those assets and liabilities:
The Company's investment portfolio consists of investments classified as cash equivalents and available-for-sale securities. All highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company's cash and cash equivalents are invested in U.S. treasury and various corporate debt securities that approximate their face value. All marketable securities with an original maturity when purchased of greater than three months are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses reported in other comprehensive income (loss). The amortized cost of securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. The fair value of the convertible preferred stock warrants as of December 31, 2011 was determined using the Black-Scholes option valuation model. The fair value of the derivative liability as of December 31, 2012 was determined using a probability-weighted valuation based upon the likelihood of Silver Creek achieving a qualified financing, as described in Note 12. The following table provides a roll-forward of the fair value of the liabilities categorized as Level 3 instruments, for the year ended December 31, 2012:
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The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Consolidated Subsidiaries | 8. Consolidated Subsidiaries Hermes BioSciences, Inc. On October 6, 2009, (the "Acquisition Date"), the Company completed the acquisition of all outstanding shares of Hermes, a privately-held biotechnology company developing lipidic nano-carriers to allow for targeted delivery of small molecule drugs, including chemotherapies, with the goal of improving cancer treatment safety and efficacy. As consideration for the acquisition, the Company issued 4,383,000 shares of common stock with an estimated fair value of $9,292,000 based on an internal valuation prepared by the Company. The acquisition also included a contingent consideration arrangement that required additional shares to be issued by the Company to Hermes' former stockholders based on the occurrence and timing of certain potential future financing events. The range of additional shares that the Company could have been required to issue on the Acquisition Date as contingent consideration was between 0 and 1,100,000 and issuance could have occurred up to 24 months after the Acquisition Date. The estimated fair value of the contingent consideration recognized on the Acquisition Date of $178,000 was determined by performing a probability weighted analysis of the likelihood of occurrence of potential future financing events. That estimate was based on significant inputs not observable in the market, or Level 3 inputs. Key assumptions included management's estimates of the probabilities of such potential future financing events occurring. As of December 31, 2010, 400,000 additional shares could have been issued as contingent consideration. However, the Company determined a zero probability that the contingent consideration would ultimately be paid and recognized a gain of $178,000 for the year ended December 31, 2010. On July 8, 2011, the Company satisfied the contingent consideration triggering event, which reduced the shares that could be issued from 400,000 to zero. Silver Creek Pharmaceuticals, Inc. Silver Creek was incorporated on June 22, 2010 and commenced operations on August 20, 2010. On August 20, 2010, the Company purchased 12,000,000 shares of Silver Creek Series A preferred stock in exchange for technology licenses. On August 20, 2010 and December 17, 2010, Silver Creek issued a total of 4,190,000 shares of Silver Creek Series A preferred stock to other investors in exchange for $4,165,000, net of $25,000 of issuance costs. The Company consolidated Silver Creek on August 20, 2010, as the Company concluded that Silver Creek is a variable interest entity and the Company is the primary beneficiary. The Company has the ability to direct the activities of Silver Creek through its ownership percentage and through the board of director seats controlled by the Company and its related parties and de facto agents. As of December 31, 2011 and 2012, the Company owned 74% of the voting stock of Silver Creek and, as of December 31, 2011 and 2012, the Company recorded a non-controlling interest of $574,000 and $97,000, respectively, as a component of mezzanine equity on the Company's consolidated balance sheets based on the terms of the Silver Creek Series A preferred stock. As of December 31, 2011, the Company consolidated Silver Creek total assets and total liabilities of $2,302,000 and $39,000, respectively. As of December 31, 2012, the Company consolidated Silver Creek total assets and total liabilities of $2,202,000 and $1,763,000, respectively. As of December 31, 2011 and 2012, employees and directors of the Company owned approximately 6% of Silver Creek Series A preferred stock. Merrimack Pharmaceuticals (Bermuda) Ltd. Merrimack Pharmaceuticals (Bermuda) Ltd. was incorporated in Bermuda during 2011, is wholly owned by the Company and holds certain intellectual property rights with respect to MM-398. |
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Goodwill and Intangible Assets, Net
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Goodwill and Intangible Assets, Net | 9. Goodwill and Intangible Assets, Net As part of the acquisition of Hermes, the Company recognized acquired IPR&D of $7,010,000 related to several development programs: an antibody-targeted nanotherapeutic that contains a chemotherapy drug, a nanotherapeutic that contains a chemotherapy drug and other programs in the amounts of $2,800,000, $3,400,000 and $810,000, respectively. The Company also acquired intangible assets of $3,200,000 related to core nano-carrier technology. These values were determined at the time of acquisition by estimating the costs to develop the acquired IPR&D into commercially viable products, estimating the net cash flows from such projects and discounting the net cash flows back to their present values. The probability of success factors and discount rates used for each project considered the uncertainty surrounding the successful development of the acquired IPR&D. As of December 31, 2011 and 2012, none of the IPR&D projects have reached technological feasibility nor do they have any alternative future use. Therefore, the Company has not commenced amortization of those assets. The core technology asset is being amortized on a straight-line basis over a period of ten years, which is management's best estimate of the useful life of this technology. Accordingly, the full value of the IPR&D recorded at the Acquisition Date remained unchanged as of December 31, 2011 and 2012. Changes in the carrying value of goodwill, IPR&D and intangible assets for the years ended December 31, 2010, 2011 and 2012 were as follows:
Definite-lived intangible assets subject to amortization consist of core technology acquired from Hermes. The Company commenced amortization of these assets as of the Acquisition Date on a straight-line basis over a period of ten years, which is the estimated useful life of this technology. Amortization expense is expected to be as follows for the next five-year period:
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The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Property and Equipment, Net | 10. Property and Equipment, Net Property and equipment consisted of the following:
Depreciation expense was $4,059,000, $5,006,000 and $3,510,000 for the years ended December 31, 2010, 2011 and 2012, respectively. During 2010, the Company sold fully depreciated fixed assets of $26,000, resulting in a gain on disposal. No fixed assets were disposed of or sold during 2011. During 2012, the Company disposed of $671,000 of fully depreciated assets. In August 2004, the Company entered into an equipment financing agreement with a leasing company. The agreement involved the sale of some of the Company's fixed assets to and the leasing of those assets back from the leasing company. The Company's option to draw further on this lease facility expired during 2008. Property and equipment under capital leases as of December 31, 2011 and 2012 was $4,114,000 and $0, respectively. For the years ended December 31, 2010, 2011 and 2012, depreciation of property and equipment under capital lease totaled $409,000, $26,000 and $0, respectively. There were no recognized impairment charges related to fixed assets in the years ended December 31, 2010, 2011 or 2012. |
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The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Accounts Payables, Accrued Expenses and Other | 11. Accounts Payables, Accrued Expenses and Other Accounts payable, accrued expenses and other as of December 31, 2011 and 2012 consisted of the following:
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Debt | 12. Debt Loans Payable On November 8, 2012, the Company entered into the Loan Agreement with Hercules that provided for an initial term loan advance of $25.0 million, which closed on November 8, 2012, and an additional term loan of $15.0 million, which closed on December 14, 2012. The term loans bear interest at an annual rate equal to the greater of 10.55% and 10.55% plus the prime rate of interest minus 5.25%, but may not exceed 12.55%. Net proceeds from both advances received during the fourth quarter of 2012 were $39.6 million. The Loan Agreement provides for interest-only payments for twelve months and repayment of the aggregate outstanding principal balance of the loans in monthly installments starting on December 1, 2013 and continuing through May 1, 2016. If the Company receives aggregate gross proceeds of at least $75 million in one or more transactions prior to December 1, 2013, including pursuant to a financing or collaboration, the Company may elect to extend the interest-only period by six months so that the aggregate outstanding principal balance of the loans would be repaid in monthly installments starting on June 1, 2014 and continuing through November 1, 2016. At the Company's option, the Company may elect to prepay all or any part of the outstanding term loans without penalty. Upon full repayment or maturity of the loans, the Company is required to pay Hercules a fee of $1.2 million, which has been recorded as a discount to the loans and as a long-term liability on the consolidated balance sheets. Additionally, the Company reimbursed Hercules for costs incurred related to the loans of $396,000, which has been reflected as a discount to the carrying value of the loans. The Company is amortizing these loan discounts totaling $1.6 million to interest expense over the term of the loans using the effective interest method. For the year ended December 31, 2012, cash and noncash interest expense related to the Hercules loans payable was $475,000 and $78,000, respectively. In connection with the Loan Agreement, the Company granted Hercules a security interest in all of the Company's personal property now owned or hereafter acquired, excluding intellectual property but including the proceeds from the sale, if any, of intellectual property, and a negative pledge on intellectual property. The Loan Agreement also contains certain representations, warranties and non-financial covenants of the Company. In addition, the Loan Agreement grants Hercules an option to purchase up to an aggregate of $1.0 million of the Company's equity securities sold to institutional accredited investors in a private financing within one year after the closing of the Loan Agreement upon the same terms and conditions afforded to such investors. The Loan Agreement defines events of default to include the occurrence of an event that results in a material adverse effect upon the Company's business, operations, properties, assets or condition (financial or otherwise); the Company's ability to perform its obligations when due in accordance with the terms of the Loan Agreement, or upon the ability of Hercules to enforce any of its rights or remedies with respect to such obligations; or the collateral under the Loan Agreement or Hercules' liens on such collateral or the priority of such liens. As of December 31, 2012, there have been no events of default under the Loan Agreement. As of December 31, 2012, the Company has recorded loans payable related to the Loan Agreement of $38.5 million. Future minimum payments under the loans payable outstanding as of December 31, 2012 are as follows:
The carrying value of the loans payable approximates fair value. Silver Creek Convertible Note On December 21, 2012, the Company's majority-owned subsidiary Silver Creek entered into a Note Purchase Agreement with certain lenders. The notes issued pursuant to the Note Purchase Agreement bear interest at 6%. The notes mature and convert, along with accrued interest, into Silver Creek Series A preferred stock on December 31, 2013. If at any time prior to maturity Silver Creek enters into a qualifying equity financing, defined as a sale or series of related sales of equity securities prior to the maturity date and resulting in at least $4.0 million of gross proceeds, the notes will automatically convert into the next qualifying equity financing at a 25% discount. The Company determined that this convertible feature met the definition of a derivative and required separate accounting treatment. The derivative was estimated to be valued at $196,000 at December 21, 2012 and December 31, 2012 using a probability-weighted model, and was recorded as derivative liability on the consolidated balance sheets.
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The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Convertible Preferred Stock | 13. Convertible Preferred Stock At December 31, 2011, each share of the convertible preferred stock was convertible at the option of the holder into common stock of the Company based on a defined conversion ratio, adjustable for certain standard anti-dilution adjustments. Upon the Company's firm commitment underwritten public offering of shares of common stock with a per share offering price equal to or greater than the greater of $4.40 or 250% of the conversion price then in effect for the Series C convertible preferred stock, which results in aggregate gross proceeds to the Company of at least $50 million, then all outstanding shares of convertible preferred stock automatically convert to shares of common stock, with dividends of approximately $4.3 million on the Series B convertible preferred stock to be declared and paid in cash.
In April 2012, the Company completed an initial public offering of its common stock, upon which all outstanding shares of the Company's convertible preferred stock were converted into 66,255,529 shares of common stock and $4.3 million of dividends on the Company's Series B convertible preferred stock became payable. |
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Series F Amount | 14. Series F Amount During 2010, management determined that the Company may not have obtained all of the stockholder approvals required with respect to the Restated Articles of Organization that it filed with the Secretary of the Commonwealth of the Commonwealth of Massachusetts (the "Massachusetts Secretary") on November 2, 2007 (the "2007 Restated Articles"). Among other changes, the 2007 Restated Articles were intended to authorize the 11,776,000 shares of Series F convertible preferred stock (the "Series F") that the Company agreed to issue to purchasers in 2007 and 2008. In addition, the Company filed Articles of Amendment to the 2007 Restated Articles with the Massachusetts Secretary on November 5, 2009 (the "2009 Amendment") that the Company believes were ineffective as a result of the failure to obtain the requisite stockholder approvals for the 2007 Restated Articles. As a result, the Series F was not legally issued convertible preferred stock, but rather an unsettled obligation to issue Series F. In order to properly authorize and issue the Series F, in July and August 2010, the board of directors and stockholders of the Company, respectively, approved new Restated Articles of Organization (the "2010 Restated Articles") that provided for the amendments contemplated by the 2007 Restated Articles and the 2009 Amendment. In order to provide the purchasers with shares of Series F having the economic benefit of the accruing dividends to which they would have been entitled had the Series F been properly authorized and issued as originally intended, the 2010 Restated Articles authorized the Series F in sub-series, with each sub-series corresponding to a closing date in 2007 or 2008. The preferences, limitations and relative rights of the shares of each sub-series of Series F authorized by the 2010 Restated Articles are the same as to the preferences, limitations and relative rights of the shares of Series F intended to be authorized by the 2007 Restated Articles and the 2009 Amendment. The 2010 Restated Articles were filed with the Massachusetts Secretary of State on October 6, 2010. Following the filing of the 2010 Restated Articles, the Company entered into an Exchange Agreement with each individual and entity that originally agreed to purchase shares of Series F in 2007 or 2008. Pursuant to the Exchange Agreements, the Company agreed to exchange the rights to receive the shares of Series F that it had agreed to issue in 2007 and 2008 for the same number of shares of the applicable sub-series of Series F authorized by the 2010 Restated Articles. Such exchanges were completed on October 6, 2010. The Company recorded imputed noncash interest expense related to Series F for financial reporting purposes of $3,673,000 for the year ended December 31, 2010 due to the delayed delivery of Series F. Upon completion of the exchanges of Series F on October 6, 2010, the Company issued 11,776,000 shares of Series F. The Series F amount was relieved and the initial investment of $5.10 per share was recorded as convertible preferred stock and the accrued noncash interest expense of $12,974,000 was recorded as additional paid-in capital during the fourth quarter of 2010. |
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Stock Warrants | 15. Stock Warrants The following is a description of the common and convertible preferred stock warrant activity of the Company:
During 2012, warrants to purchase 100,000 shares of common stock were cashless exercised and 71,000 shares of common stock were issued. During 2010, 2,596,000 warrants held by a related party stockholder were modified to extend the expiration dates by 4 years and increase the exercise prices from $2.12 and $2.47 to $3.00 per share. The modification was valued using a Black-Scholes option valuation model and the Company accounted for the $1,803,000 of incremental value within additional paid-in capital. |
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Common Stock | 16. Common Stock During 2010, the Company changed the par value of its common stock from no par to $0.01 par and recognized a $17,547,000 reduction to common stock and a corresponding increase to additional paid-in capital. During the first quarter of 2012, the Company amended its certificate of incorporation to increase the number of authorized shares of common stock to 200.0 million shares of $0.01 par value common stock. As of December 31, 2011 and 2012, the Company had 138.5 million shares and 200.0 million shares, respectively, of $0.01 par value common stock authorized. There were 11,834,000 and 95,825,000 shares of common stock issued and outstanding as of December 31, 2011 and 2012, respectively. The shares reserved for future issuance as of December 31, 2011 and 2012 consisted of the following:
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The complete disclosure pertaining to the entity's common stock. No definition available.
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Stock-Based Compensation
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Stock-Based Compensation | 17. Stock-Based Compensation Prior to 2008, the Company granted equity awards to employees, officers and consultants under the 1999 Stock Option Plan (as amended, the "1999 Plan"). In 2008, the Company adopted the 2008 Stock Incentive Plan (as amended, the "2008 Plan") for employees, officers, directors, consultants and advisors and decided that no additional shares of common stock would be issued under the 1999 Plan. As of December 31, 2011, there were 830,000 shares of common stock available to be issued under the 2008 Plan. The 2011 Stock Incentive Plan (the "2011 Plan") became effective upon closing of the Company's initial public offering in April 2012. Upon effectiveness of the 2011 Plan, no further awards were available to be issued under the 2008 Plan. The 2011 Plan is administered by the Board of Directors of the Company and permits the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The 2011 Plan increased the total number of shares of common stock available to be issued by 3.5 million, and additional awards become available for grant by reason of the forfeiture, cancellation, expiration or termination of existing awards. As of December 31, 2012, there were 1.3 million shares of common stock available to be issued under the 2011 Plan. During the years ended December 31, 2010, 2011 and 2012, the Company issued options to purchase 2.9 million, 2.3 million and 3.3 million shares of common stock, respectively. These options generally vest over a three-year period for employees. Prior to the closing of the Company's initial public offering in April 2012, options previously granted to directors had vested immediately. After the closing of the Company's initial public offering in April 2012, options granted to directors vest over a one-year period. During the years ended December 31, 2010, 2011 and 2012, the Company also issued options to purchase less than 0.1 million shares of common stock to non-employees in each period. The assumptions used to estimate the fair value of options granted to non-employees at the date of grant were materially consistent with those used for employee and director grants. The Company recognized stock-based compensation expense as follows:
The fair value of options granted in 2010, 2011 and 2012 were estimated at the date of grant using the following assumptions:
The Company uses the simplified method to calculate the expected term, as it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. The computation of expected volatility is based on the historical volatility of comparable companies from a representative peer group selected based on industry and market capitalization. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. Management estimates expected forfeitures based on historical experience and recognizes compensation costs only for those equity awards expected to vest. The following table summarizes stock option activity:
The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock as of the respective balance sheet date. The aggregate intrinsic value of options exercised in 2010, 2011 and 2012 was $145,000, $1,392,000 and $13,721,000, respectively. As of December 31, 2012, there was $15,924,000 of total unrecognized compensation cost related to nonvested stock awards. As of December 31, 2012, the Company expects to recognize those costs over weighted average periods of approximately 2.1 years. |
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The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Taxes
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Income Taxes | 18. Income Taxes As a result of losses incurred, the Company did not provide for any income taxes in the years ended December 31, 2010, 2011 and 2012. A reconciliation of the Company's effective tax rate to the statutory federal income tax rate is as follows:
Temporary differences that give rise to significant net deferred tax assets as of December 31, 2011 and 2012 are as follows:
At December 31, 2012, the Company had net operating loss carryforwards for federal and state income tax purposes of $210.9 million and $155.5 million, respectively. Included in the federal and state net operating loss carryforwards is approximately $10.3 million of deduction related to the exercise of stock options. This amount represents an excess tax benefit, which will be realized when it results in reduction of cash taxes in accordance with Accounting Standards Codification 718. This excess tax benefit will be directly credited to additional paid-in capital when it is realized. The Company's existing federal and state net operating loss carryforwards have begun to expire and will continue to expire through 2032. The Company also has available research and development credits for federal and state income tax purposes of approximately $11.1 million and $4.8 million, respectively. The federal and state research and development credits will begin to expire in 2022 and 2024, respectively. As of December 31, 2012, the Company also had available investment tax credits for state income tax purposes of $0.4 million, which have begun to expire and will continue to expire through 2013. The Company's management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards, deferred revenue and capitalized research and development expenses. Under the applicable accounting standards, management has considered the Company's history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, the Company has established a full valuation allowance against the deferred tax assets. Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax. The Company has not currently completed an evaluation of ownership changes through December 31, 2012 to assess whether utilization of the Company's net operating loss or research and development credit carryforwards would be subject to an annual limitation under Section 382 of the Internal Revenue Code. To the extent an ownership change occurs in the future, the net operating loss and credit carryforwards may be subject to limitation. The Company concluded that there are no significant uncertain tax positions requiring recognition in the consolidated financial statements. The Company's evaluation was performed for the tax years ended December 31, 2009 through 2012, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2012. However, to the extent the Company utilizes net operating losses from years prior to 2009, the statute remains open to the extent of the net operating losses utilized. The Company annually files a federal income tax return and a state income tax return in Massachusetts. The Company's policy is to recognize interest and penalties for uncertain tax positions as a component of income tax expense. The Company has not recognized any interest and penalties historically through December 31, 2012. The change in the valuation allowance against the deferred tax assets in the years ended December 31, 2010, 2011 and 2012 was as follows:
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The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments and Contingencies
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Commitments and Contingencies | 19. Commitments and Contingencies Operating Leases The Company leases its office, laboratory and manufacturing space under noncancelable operating leases. Total rent expense under these operating leases was $2,846,000, $3,235,000 and $4,317,000 for the years ended December 31, 2010, 2011 and 2012, respectively. During March 2012, the Company entered into a facility lease amendment to further expand its office, laboratory and manufacturing space. The amendment leased additional space for a seven-year term effective March 2012. The aggregate additional rent due over the seven-year term of the lease amendment is approximately $2.7 million. As part of this amendment, the landlord agreed to reimburse the Company for a portion of tenant improvements made to the facility, up to a total of $0.5 million. During August 2012, the Company entered into an Indenture of Lease (the "Amended Lease"), which amended and restated its facility lease, including all previous amendments. Under the Amended Lease, the Company retained its existing office, laboratory and manufacturing space at its existing facility and agreed to occupy approximately 23,000 square feet of additional space, for a total of 109,000 square feet (the "Leased Space"), all of which is leased until June 30, 2019. The aggregate minimum lease payments due over the seven-year term of the Amended Lease are approximately $31.5 million. As part of the Amended Lease, the landlord agreed to reimburse the Company for a portion of tenant improvements made to the facility, up to approximately $6.6 million, with approximately $4.6 million reimbursable in 2012 and $1.0 million reimbursable in each of 2013 and 2014. As a result, the Company recorded amounts receivable from the landlord of $5.6 million in prepaid expenses and other current assets and $1.0 million in other non-current assets, with a corresponding and offsetting entry recorded to deferred rent. As of December 31, 2012, the Company has received $0.6 million of these tenant improvement reimbursements. Tenant improvements recorded in deferred rent are amortized over the term of the lease as reductions to rent expense. The Amended Lease expires on June 30, 2019. The Company retains an option to renew the Amended Lease with respect to all of the Leased Space for an additional period of either one or five years. Future minimum lease payments under noncancelable operating leases at December 31, 2012 are as follows:
Contingencies Contractual Matter The Company manufactures MM-121 under a license and collaboration agreement with Sanofi. Under this agreement, Sanofi reimburses the Company for direct costs incurred in manufacturing. During 2009 and 2010, the Company utilized a third party contractor to perform fill-finish manufacturing services. This third party contractor experienced U.S. Food and Drug Administration ("FDA") inspection issues with its quality control process that resulted in a formal warning letter from the FDA. Following a review by Sanofi and the Company, some MM-121 was pulled from clinical trial sites and replaced with MM-121 that was filled by a different contractor. Sanofi had requested that the Company assume financial responsibility for the MM-121 material that was pulled from clinical trial sites. The Company and Sanofi have since agreed that, beginning in April 2012 and throughout 2013, the Company will reimburse Sanofi approximately $1.2 million of previously billed amounts. The Company's revenue recognition model for manufacturing services performed under the license and collaboration agreement with Sanofi is to recognize these services over the period of performance, which is currently estimated to be 12 years from the effective date of the agreement. Removal of these previously billed amounts from the revenue recognition model and establishing this contractual liability resulted in an earnings reduction of $0.2 million for the year ended December 31, 2012. The Company has accrued $0.9 million related to this contractual matter as of December 31, 2012. |
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The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Related Party Transactions
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Related Party Transactions | 20. Related Party Transactions In connection with the initial public offering of the Company's common stock, Sanofi, a collaborator, purchased 5,217,391 shares of the Company's common stock in April 2012. In June 2012, the Company entered into a Right of Review Agreement (the "Agreement") with Sanofi pursuant to which, if the Company determines to enter into negotiations with a third party regarding any license, option, collaboration, joint venture or similar transaction involving any therapeutic or companion diagnostic product candidate in the Company's pipeline (an "Opportunity"), the Company will notify Sanofi of such Opportunity. Following such notice, Sanofi will have a specified period of time to determine whether to exercise an additional right to exclusively negotiate an agreement with the Company with respect to such Opportunity for a specified period of time. In addition, in specified circumstances, if the Company subsequently proposes to enter into any third party agreement, the Company must first offer the same terms and conditions to Sanofi. The Agreement terminates on April 1, 2017. In December 2012, Silver Creek entered into a $1.6 million convertible note payable, of which $0.3 million was with directors, officers, scientific advisory board members and related parties of the Company. |
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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Retirement Plan
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Retirement Plan | 21. Retirement Plan On May 31, 2002, the Company established a 401(k) defined contribution savings plan for its employees who meet certain service period and age requirements. Contributions are permitted up to the maximum allowed under the Internal Revenue Code of each covered employee's salary. The savings plan permits the Company to contribute at its discretion. For the years ended December 31, 2010, 2011 and 2012, the Company made contributions of $380,000, $487,000 and $581,000, respectively, to the plan. |
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The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans. No definition available.
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Selected Quarterly Financial Data (Unaudited)
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Selected Quarterly Financial Data (Unaudited) | 22. Selected Quarterly Financial Data (Unaudited) The following table contains quarterly financial information for 2011 and 2012. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.
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The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events | 23. Subsequent Events In January 2013, the Company received notice of award of $0.5 million of tax incentives from the MLSC, which will allow the Company to monetize approximately $0.4 million of state research and development tax credits. In exchange for these incentives, the Company pledged to hire an incremental 20 employees and to maintain the additional headcount through at least December 31, 2017. Failure to do so could result in the Company being required to repay some or all of these incentives. In February 2013, the Company registered 3,353,882 additional shares of common stock related to the 2011 Plan. |
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The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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Summary of Significant Accounting Policies (Policies)
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Basis of presentation and consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared under U.S. generally accepted accounting principles ("GAAP") and include the accounts of the Company and its wholly owned subsidiaries. The Company's wholly owned subsidiaries include Hermes BioSciences, Inc. ("Hermes"), which was merged with and into the Company during 2011, and Merrimack Pharmaceuticals (Bermuda) Ltd., which was incorporated during 2011. The Company also consolidates its 74% majority-owned subsidiary Silver Creek Pharmaceuticals, Inc. ("Silver Creek"). All intercompany transactions and balances have been eliminated in consolidation. |
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Use of Estimates | Use of Estimates GAAP requires the Company's management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. The Company bases estimates and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. The significant estimates in these consolidated financial statements include revenue recognition, periods of meaningful use of licensed products, lease accounting, useful lives with respect to long-lived assets and intangibles and the valuation of stock options, convertible preferred stock warrants, contingencies, accrued expenses, intangible assets, goodwill, in-process research and development, derivative liability and tax valuation reserves. The Company's actual results may differ from these estimates under different assumptions or conditions. The Company evaluates its estimates on an ongoing basis. Changes in estimates are reflected in reported results in the period in which they become known by the Company's management. |
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Segment and Geographic Information | Segment and Geographic Information Operating segments are defined as components of an enterprise engaging in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment and the Company operates in only one geographic segment. |
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Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents are short-term, highly liquid investments with original maturities of three months or less at the date of purchase. Investments qualifying as cash equivalents primarily consist of money market funds, commercial paper, corporate notes and bonds and certificates of deposit. Cash accounts with any type of restriction are classified as restricted cash. If restrictions are expected to be lifted in the next twelve months, the restricted cash account is classified as current. As of December 31, 2011 and 2012, the Company recorded restricted cash of $381,000 and $628,000, respectively, which were primarily related to the Company's facility lease. |
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Available-for-Sale Securities | Available-for-Sale Securities Marketable securities may consist of U.S. government agencies securities, commercial paper, corporate notes and bonds and certificates of deposit, which are maintained by an investment manager and have expected average maturity dates in excess of three months. The Company classifies these investments as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses included in other comprehensive income (loss) as a component of stockholders' equity until realized. Realized gains and losses are recognized in interest income. Any premium or discount arising at purchase is amortized and/or accreted to interest income. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist primarily of cash and cash equivalents, available-for-sale securities and accounts receivable. The Company places its cash deposits in accredited financial institutions and, therefore, the Company's management believes these funds are subject to minimal credit risk. The Company invests cash equivalents and available-for-sale securities in money market funds, U.S. government agencies securities and various corporate debt securities. Credit risk in these securities is reduced as a result of the Company's investment policy to limit the amount invested in any one issue or any single issuer and to only invest in high credit quality securities. The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. For the years ended December 31, 2011 and 2012, Sanofi represented greater than 99% and 98% of collaboration revenues, respectively. As of December 31, 2011 and 2012, Sanofi represented greater than 99% of accounts receivable. |
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Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are recorded at cost and depreciated when placed into service using the straight-line method, based on their estimated useful lives as follows:
Costs for capital assets not yet placed into service have been capitalized as construction-in-progress and will be depreciated in accordance with the above guidelines once placed into service. Costs for repairs and maintenance are expensed as incurred, while major betterments are capitalized. The Company capitalizes interest cost incurred on funds used to construct property and equipment. The capitalized interest is recorded as part of the asset to which it relates and is depreciated over the asset's estimated useful life. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in earnings. The Company reviews its 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 cash flow to the recorded value of the asset. If impairment is indicated, the asset will be written down to its estimated fair value on a discounted cash flow basis. |
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Non-controlling Interest | Non-controlling Interest Non-controlling interest represents the non-controlling stockholders' proportionate share of preferred stock and net loss of the Company's majority-owned consolidated subsidiary Silver Creek. On August 20, 2010, the Company acquired a controlling interest in Silver Creek (Note 8). The non-controlling stockholders' proportionate share of the preferred stock in Silver Creek is reflected as non-controlling interest in the Company's consolidated balance sheets as of December 31, 2011 and 2012, respectively, as a component of mezzanine equity. The Company's financial statement activity related to Silver Creek during these periods was as follows:
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Derivative Liability | Derivative Liability On December 21, 2012, the Company's majority-owned subsidiary Silver Creek entered into a Note Purchase Agreement with certain lenders, as discussed more fully in Note 12. The principal and accrued interest are convertible into the next qualifying series of preferred stock at a discount or into existing preferred stock upon maturity of the notes on December 31, 2013, whichever occurs first. The Company determined that the underlying convertible note represented share-settled debt and the potential conversion of the notes into the next qualifying series of preferred stock at a discount met the definition of a derivative. The Company estimated the value of the derivative liability issued in connection with the convertible note payable at $196,000 as of both December 21, 2012 and December 31, 2012. The derivative is classified as a liability on the Company's consolidated balance sheet and will be remeasured at subsequent reporting periods with changes in fair value are recognized in earnings. |
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Revenue Recognition | Revenue Recognition The Company enters into biopharmaceutical product development agreements with collaborative partners for the research and development of therapeutic and diagnostic products. The terms of the agreements may include nonrefundable signing and licensing fees, funding for research, development and manufacturing, milestone payments and royalties on any product sales derived from collaborations. These multiple element arrangements are analyzed to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. In January 2011, the Company adopted new authoritative guidance on revenue recognition for multiple element arrangements. This guidance, which applies to multiple element arrangements entered into or materially modified on or after January 1, 2011, amends the criteria for separating and allocating consideration in a multiple element arrangement by modifying the fair value requirements for revenue recognition and eliminating the use of the residual method. The fair value of deliverables under the arrangement may be derived using a best estimate of selling price if vendor specific objective evidence and third party evidence are not available. Deliverables under the arrangement will be separate units of accounting provided that a delivered item has value to the customer on a stand-alone basis and if the arrangement does not include a general right of return relative to the delivered item and delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. The Company also adopted guidance that permits the recognition of revenue contingent upon the achievement of a milestone in its entirety, in the period in which the milestone is achieved, only if the milestone meets certain criteria and is considered to be substantive. The Company did not enter into any significant multiple element arrangements or materially modify any of its existing multiple element arrangements during the years ended December 31, 2011 and 2012. The Company's existing license and collaboration agreements continue to be accounted for under previously issued revenue recognition guidance for multiple element arrangements and milestone revenue recognition, as described below. The Company recognized upfront license payments as revenue upon delivery of the license only if the license had stand-alone value and the fair value of the undelivered performance obligations could be determined. If the fair value of the undelivered performance obligations could be determined, such obligations were accounted for separately as the obligations were fulfilled. If the license was considered to either not have stand-alone value or have stand-alone value but the fair value of any of the undelivered performance obligations could not be determined, the arrangement was accounted for as a single unit of accounting and the license payments and payments for performance obligations were recognized as revenue over the estimated period of when the performance obligations would be performed. Whenever the Company determined that an arrangement should be accounted for as a single unit of accounting, it determined the period over which the performance obligations would be performed and revenue would be recognized. If the Company could not reasonably estimate the timing and the level of effort to complete its performance obligations under the arrangement, then revenue under the arrangement was recognized on a straight-line basis over the period the Company expected to complete its performance obligations, which is reassessed at each subsequent reporting period. The Company's collaboration agreements may include additional payments upon the achievement of performance-based milestones. As milestones are achieved, a portion of the milestone payment, equal to the percentage of the total time that the Company has performed the performance obligations to date over the total estimated time to complete the performance obligations, multiplied by the amount of the milestone payment, will be recognized as revenue upon achievement of such milestone. The remaining portion of the milestone will be recognized over the remaining performance period. Milestones that are tied to regulatory approvals are not considered probable of being achieved until such approval is received. Milestones tied to counter-party performance are not included in the Company's revenue model until the performance conditions are met. Royalty revenue will be recognized upon the sale of the related products provided the Company has no remaining performance obligations under the arrangement. |
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Research and Development Expenses | Research and Development Expenses Research and development expenses are charged to expense as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including personnel-related costs, stock-based compensation, facilities, research-related overhead, clinical trial costs, contracted services, manufacturing, license fees and other external costs. The Company accounts for nonrefundable advance payments for goods and services that will be used in future research and development activities as expenses when the service has been performed or when the goods have been received rather than when the payment is made. |
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Stock-Based Compensation | Stock-Based Compensation The Company expenses the fair value of employee stock options over the vesting period. Compensation expense is measured using the fair value of the award at the grant date, net of estimated forfeitures, and is adjusted annually to reflect actual forfeitures. The fair value of each stock-based award is estimated using the Black-Scholes option valuation model and is expensed straight-line over the vesting period. The Company records stock options issued to nonemployees at fair value, periodically remeasures to reflect the current fair value at each reporting period, and recognizes expense over the related service period. When applicable, these equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. |
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Convertible Preferred Stock and Convertible Preferred Stock Warrants | Convertible Preferred Stock and Convertible Preferred Stock Warrants Convertible preferred stock is initially recorded at the proceeds received, net of issuance costs and warrants, where applicable. As described in Note 3, in April 2012, the Company closed the initial public offering of its common stock. Upon closing, all outstanding shares of the Company's convertible preferred stock were converted into 66,255,529 shares of common stock. Also upon closing, the Company's restated certificate of incorporation became effective and authorized 10.0 million shares of $0.01 par value undesignated preferred stock. The Company accounts for freestanding warrants as liabilities at their fair value. The Company measures the fair value of the convertible preferred stock warrants at the end of each reporting period and records the change in fair value to other income (expense). For the years ended December 31, 2010, 2011, and 2012, the Company recorded other income (expense) related to this re-measurement of $(74,000), $(864,000) and $587,000, respectively. As described in Note 3, in April 2012, the Company closed the initial public offering of its common stock. Upon closing, all outstanding warrants to purchase shares of convertible preferred stock were converted into warrants to purchase shares of common stock and reclassified to stockholders' equity. |
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Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions, and other events and circumstances, from non-owner sources and currently consists of net loss and changes in unrealized gains and losses on available-for-sale securities. |
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Other Income (Expense) | Other Income (Expense) The Company records gains and losses on the remeasurement of fair value of convertible preferred stock warrants, the recognition of federal and state sponsored tax incentives and other one-time income or expense-related items in other income (expense). In January 2010, the Massachusetts Life Sciences Center ("MLSC"), an independent agency of the Commonwealth of Massachusetts, awarded the Company $1,500,000 of tax incentives under its Life Sciences Tax Incentive Program. These incentives allowed the Company to monetize approximately $1,350,000 of state research and development tax credits. The Company received this monetization in 2010. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2014. Failure to do so could result in the repayment of a portion of these incentives. The Company deferred and is amortizing the benefit of this monetization on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2010, 2011 and 2012, the Company recognized $270,000 of benefit in other income in each period. In October 2010, the Company received grants totaling $2,445,000 under the Federal Qualifying Therapeutic Discovery Projects program as provided for under Section 48D of the Internal Revenue Code, enacted as part of the Patient Protection and Affordable Care Act of 2010. The Company received $1,941,000 during 2010 and $504,000 during the first quarter of 2011 related to these grants. For the year ended December 31, 2010, the Company recognized $2,445,000 as other income related to these grants. In January 2011, the MLSC awarded the Company an additional $1,347,000 of tax incentives under its Life Sciences Tax Incentive Program, which allowed the Company to monetize approximately $1,212,000 of state research and development tax credits. The Company received this monetization in the second quarter of 2011. In exchange for these incentives, the Company pledged to hire an incremental 50 employees and retain these employees until at least December 31, 2015. Failure to do so could result in the repayment of a portion of these incentives. The Company deferred and is amortizing the benefit of this monetization on a straight-line basis over the five-year performance period, with a cumulative catch-up in the period the pledge is achieved. For the years ended December 31, 2010 and 2011, the Company did not recognize any benefit in other income. For the year ended December 31, 2012, the Company recognized $484,000 of benefit in other income. Additionally, other income recognized during the year ended December 31, 2011 included the impact of a cash settlement of $1.8 million from a former service provider. |
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Deferred Financing Costs | Deferred Financing Costs The Company capitalizes certain legal, accounting and other fees that are directly associated with in-process debt and equity financings as current assets until such financings occur. In the case of an equity financing, after occurrence, these costs are recorded in equity or mezzanine equity, net of proceeds received. In the case of a debt financing, these costs are recorded as assets and amortized over the term of the debt. As of December 31, 2011, the Company recorded deferred financing costs of $1,946,000 on the accompanying consolidated balance sheet in contemplation of an initial public offering. As discussed in Note 3, in April 2012, the Company closed the initial public offering of its common stock. Upon closing, $2,748,000 of deferred financing costs were netted against the equity proceeds within stockholders' equity. |
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Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted rates in effect for the year in which these temporary differences are expected to be recovered or settled. Valuation allowances are provided if based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filing is more likely than not to be realized following resolution of any potential contingencies present related to the tax benefit. Potential interest and penalties associated with such uncertain tax positions are recorded as components of income tax expense. To date, the Company has not taken any uncertain tax positions or recorded any reserves, interest or penalties. |
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Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets, including in-process research and development ("IPR&D"), are evaluated for impairment on an annual basis or more frequently if an indicator of impairment is present. No impairment of goodwill or indefinite-lived intangible assets resulted from the Company's most recent evaluation which occurred in the third quarter of 2012. The Company's next annual impairment evaluation will be made in the third quarter of 2013 unless indicators arise that would require the Company to evaluate at an earlier date. The Company commences amortization of indefinite-lived intangible assets once the assets have reached technological feasibility or are determined to have an alternative future use and amortizes the assets over their estimated future life. The Company's evaluation of goodwill and IPR&D impairment included a qualitative assessment to determine whether further impairment testing of goodwill and indefinite-lived intangible assets was necessary. It was determined that it was not more likely than not that an impairment existed, and therefore, that further impairment evaluation was not necessary. This determination required management to make significant estimates, judgments and assumptions as to development activities and future commercial potential of IPR&D and to assess the impact of significant events, milestones and changes to expectations and activities that may have occurred since the last impairment evaluation. Specifically, management considered estimated time and cost until the expected commencement of commercial activities, estimates of expected future revenues and cash flows, estimates of probabilities of success of the Company's IPR&D and discount rates. Significant changes to these estimates, judgments and assumptions could materially change the outcome of management's impairment assessment. The Company commences amortization of indefinite-lived intangible assets, such as IPR&D, once the assets have reached technological feasibility or are determined to have an alternative future use and amortizes the assets over their estimated future life. Amortization of IPR&D has not commenced as of December 31, 2012. Definite-lived intangible assets, such as core technology, are evaluated for impairment whenever events or circumstances indicate that the carrying value may not be fully recoverable. Definite-lived intangible assets are separate from goodwill and indefinite-lived intangible assets and are deemed to have a definite life. The Company amortizes these assets over their estimated useful life. The Company has not recorded any impairment charges related to definite-lived intangible assets. |
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Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with the current year presentation. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2011, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, a company may present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, a company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. The Company adopted this amendment on January 1, 2012. Other than a change in presentation, the adoption of this guidance did not have a material impact on the Company's consolidated financial statements. In September 2011, the FASB amended the authoritative guidance regarding the testing for goodwill impairment. Under the amendments, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value reporting of a reporting unit is less than the carrying amount, then performing the two-step impairment test is unnecessary. The changes are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, however, early adoption is permitted. The Company adopted this authoritative guidance on January 1, 2012 with no impact. In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment ("ASU 2012-02"). ASU 2012-02 is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a "qualitative" assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, and the Company adopted ASU 2012-02 in the third quarter of 2012 upon its annual impairment testing of indefinite-lived intangible assets with no impact. In February 2013, the FASB issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. For public companies, these amendments are effective prospectively for reporting periods beginning after December 15, 2012. Other than a change in presentation, the Company does not believe the adoption of this guidance will have a material impact on our consolidated financial statements. |
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Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Also includes the disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. No definition available.
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Disclosure of accounting policy for convertible preferred stock and convertible preferred stock warrants. No definition available.
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Disclosure of accounting policy for other income and expenses. No definition available.
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Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for comprehensive income. No definition available.
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Disclosure of accounting policy for credit risk. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for subsidiaries or other investments that are consolidated, including the accounting treatment for intercompany accounts or transactions and any noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for deferral and amortization of significant deferred charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for its derivative instruments and hedging activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for investments in debt and equity securities that are classified as available-for-sale. This policy also may describe the entity's accounting treatment for transfers between investment categories, how the entity determines whether impairments of available-for-sale securities are other than temporary, and how the fair values of such securities are determined. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of the adoption of new accounting pronouncements that may impact the entity's financial reporting. No definition available.
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Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for property, plant and equipment which may include the basis of such assets, depreciation methods used and estimated useful lives, the entity's capitalization policy, including its accounting treatment for costs incurred for repairs and maintenance activities, whether such asset balances include capitalized interest and the method by which such is calculated, how disposals of such assets are accounted for and how impairment of such assets is assessed and recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for costs it has incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for segment reporting. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies (Tables)
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Schedule of estimated useful lives of property and equipment including leasehold improvements |
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Schedule of entity's financial statement activity related to Silver Creek during these periods |
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The tabular disclosure of the effects of any changes in a parent's ownership interest in a subsidiary on the equity attributable to the parent if the ownership interests in a subsidiary changes during the period. The changes represented by this element did not result in the deconsolidation of the subsidiary. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tabular disclosure of the useful life and salvage value of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Marketable Securities (Tables)
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Schedule of available-for-sale securities, all of which have maturities of twelve months or less |
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Schedule of marketable securities in an unrealized loss position |
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- Details
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X | ||||||||||
- Definition
Tabular disclosure of the reconciliation of available-for-sale securities from cost basis to fair value. No definition available.
|
X | ||||||||||
- Definition
For all investments in an unrealized loss position, including those for which other-than-temporary impairments have not been recognized in earnings (including investments for which a portion of an other-than-temporary impairment has been recognized in other comprehensive income), a tabular disclosure of the aggregate related fair value of investments with unrealized losses and the aggregate amount of unrealized losses (that is, the amount by which amortized cost basis exceeds fair value). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Net Loss Per Common Share (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Net Loss Per Common Share | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of computation of basic and diluted net loss per share available to common stockholders |
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Schedule of potentially dilutive securities excluded from computation of diluted weighted average shares |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Tabular disclosure of an entity's basic and diluted earnings per share calculations. No definition available.
|
License and Collaboration Agreements (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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License and Collaboration Agreements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of revenue recognized and assets and liabilities under collaborative arrangements |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of contractual arrangements that involve two or more parties that both: (i) actively participate in a joint operating activity and (ii) are exposed to significant risks and rewards that depend on the commercial success of the joint operating activity. Additionally, the element may include all other transactions of the entity categorized collectively, if such comparison of collaborative arrangements as a component of all transactions of the entity is desired. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Fair Value of Financial Instruments (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Fair Value of Financial Instruments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of assets and liabilities measured at fair value on a recurring basis |
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Schedule of fair value of the liabilities categorized as Level 3 instruments |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Goodwill and Intangible Assets, Net (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Goodwill and Intangible Assets, Net | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of changes in the carrying value of goodwill, IPR&D and intangible assets |
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Schedule of expected amortization expense for intangible assets for the next five-year period |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of the estimated aggregate amortization expense for intangible assets subject to amortization for each of the five succeeding fiscal years. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Property and Equipment, Net (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Property and Equipment, Net | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of property and equipment |
|
X | ||||||||||
- Definition
Tabular disclosure of the components of property, plant and equipment. No definition available.
|
X | ||||||||||
- Details
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Accounts Payables, Accrued Expenses and Other (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
|
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Accounts Payables, Accrued Expenses and Other | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accounts payable, accrued expenses and other |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses. No definition available.
|
Debt (Tables)
|
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Convertible notes
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Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of debt |
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Debt
|
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Debt | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of future minimum payments under the loans payable |
|
X | ||||||||||
- Definition
Tabular disclosure of the aggregate amount of payments due on known contractual obligations for the five years following the date of the latest balance sheet and the combined aggregate amount of maturities of known contractual obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of short-term debt arrangements (having initial terms of repayment within one year or the normal operating cycle, if longer) including: (1) description of the short-term debt arrangement; (2) identification of the lender or type of lender; (3) repayment terms; (4) weighted average interest rate; (5) carrying amount of funds borrowed under the specified short-term debt arrangement as of the balance sheet date; (6) description of the refinancing of a short-term obligation when that obligation is excluded from current liabilities in the balance sheet; and (7) amount of a short-term obligation that has been excluded from current liabilities in the balance sheet because of a refinancing of the obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Convertible preferred stock (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Convertible Preferred Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of convertible preferred stock |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock Warrants (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Stock Warrants | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of common and convertible preferred stock warrant activity of the Company |
|
X | ||||||||||
- Definition
Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for common and preferred stock warrants that were outstanding at the beginning and end of the year, and common stock warrants granted, exercised and expired during the year. No definition available.
|
X | ||||||||||
- Details
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Common Stock (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Common Stock | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of shares reserved for future issuance |
|
X | ||||||||||
- Definition
Tabular disclosure of the shares of common stock reserved for future issuance by the entity. No definition available.
|
X | ||||||||||
- Details
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Stock-Based Compensation (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of recognized stock-based compensation expense |
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Schedule of assumptions used to calculate fair value of options granted |
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Summary of stock option activity |
|
X | ||||||||||
- Definition
Tabular disclosure of the allocation of equity-based compensation costs for employee and non-employee awards to a given line item on the balance sheet and income statement for the period. This may include the reporting line for the costs and the amount capitalized and expensed. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Income Taxes (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Income Taxes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of reconciliation of the Company's effective tax rate to the statutory federal income tax rate |
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Schedule of temporary differences that give rise to significant net deferred tax assets |
|
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Schedule of changes in the valuation allowance |
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Tabular disclosure of valuation allowances to reduce deferred tax assets to net realizable value, including identification of the deferred tax asset more likely than not will not be fully realized and the corresponding amount of the valuation allowance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Commitments and Contingencies (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Commitments and Contingencies | |||||||||||||||||||||||||||||||||||||||||
Schedule of future minimum lease payments under noncancelable operating leases |
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Selected Quarterly Financial Data (Unaudited) (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2012
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Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of quarterly financial information |
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X | ||||||||||
- Definition
Tabular disclosure of the quarterly financial data in the annual financial statements. The disclosure includes financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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Nature of the Business (Details) (USD $)
In Millions, except Share data, unless otherwise specified |
12 Months Ended | 1 Months Ended |
---|---|---|
Dec. 31, 2012
item
|
Apr. 30, 2012
Initial public offering
Common stock
|
|
Nature of the Business | ||
Number of targeted therapeutic oncology candidates | 6 | |
Public Offering | ||
Aggregate shares of common stock sold in connection with initial public offering (in shares) | 15,042,459 | |
Public offering price (in dollars per share) | $ 7.00 | |
Common stock issued to underwriters under an over-allotment option (in shares) | 742,459 | |
Net proceeds from initial public offering | $ 98.1 |
X | ||||||||||
- Definition
Represents the number of targeted therapeutic oncology candidates in clinical development of the entity. No definition available.
|
X | ||||||||||
- Definition
The cash inflow associated with the amount received from entity's first offering of stock to the public, net of offering costs. No definition available.
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X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the number of shares issued to underwriters under an over-allotment option. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Nature of the Business (Details 2) (Loan Agreement with Hercules, USD $)
In Millions, unless otherwise specified |
0 Months Ended | 3 Months Ended |
---|---|---|
Nov. 08, 2012
|
Dec. 31, 2012
|
|
Loan Agreement with Hercules
|
||
Nature of the business | ||
Initial term loan advance | $ 25.0 | |
Additional term loan which closed on December 14, 2012 | 15.0 | |
Net proceeds from loan | $ 39.6 |
X | ||||||||||
- Definition
Represents the additional term loan advance. No definition available.
|
X | ||||||||||
- Definition
Represents the initial term loan advance. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Definition
The cash inflow from amounts received from issuance of long-term debt that is wholly or partially secured by collateral. Excludes proceeds from tax exempt secured debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies (Details) (USD $)
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12 Months Ended | |
---|---|---|
Dec. 31, 2012
item
|
Dec. 31, 2011
|
|
Segment and Geographic Information | ||
Number of operating segments | 1 | |
Number of geographic segments | 1 | |
Cash, Cash Equivalents and Restricted Cash | ||
Restricted cash | $ 628,000 | $ 381,000 |
Silver Creek
|
||
Principles of consolidation | ||
Ownership interest (as a percent) | 74.00% | 74.00% |
X | ||||||||||
- Definition
Number of geographic segments. A geographic segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other units located at different geographic location of the same enterprise), (b) whose results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
The parent entity's interest in net assets of the subsidiary, expressed as a percentage. No definition available.
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X | ||||||||||
- Definition
Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues. No definition available.
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X | ||||||||||
- Definition
The carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. This element is for unclassified presentations; for classified presentations there is a separate and distinct element. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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Summary of Significant Accounting Policies (Details 2) (Minimum)
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12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Minimum
|
|
Marketable Securities | |
Expected average maturities period of marketable securities classified as available-for-sale | 3 months |
X | ||||||||||
- Definition
Represents the expected average maturity period of marketable securities classified as available-for-sale. No definition available.
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X | ||||||||||
- Details
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Summary of Significant Accounting Policies (Details 3)
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12 Months Ended | |
---|---|---|
Dec. 31, 2012
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Dec. 31, 2011
|
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Concentration of Credit Risk | ||
Number of issues with limited investment as per investment policy | 1 | |
Collaboration revenues | Sales risk | Sanofi | Minimum
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||
Concentration of Credit Risk | ||
Concentration risk (as a percent) | 98.00% | 99.00% |
Accounts receivable | Credit risk | Sanofi | Minimum
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||
Concentration of Credit Risk | ||
Concentration risk (as a percent) | 99.00% | 99.00% |
X | ||||||||||
- Definition
Represents the number of issues in which entity will limit its investment as per investment policy so as to reduce the credit risk. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Summary of Significant Accounting Policies (Details 4)
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12 Months Ended |
---|---|
Dec. 31, 2012
|
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Lab equipment | Minimum
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|
Property and Equipment | |
Estimated useful life | 3 years |
Lab equipment | Maximum
|
|
Property and Equipment | |
Estimated useful life | 7 years |
IT equipment | Minimum
|
|
Property and Equipment | |
Estimated useful life | 3 years |
IT equipment | Maximum
|
|
Property and Equipment | |
Estimated useful life | 7 years |
Furniture and fixtures | Minimum
|
|
Property and Equipment | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum
|
|
Property and Equipment | |
Estimated useful life | 7 years |
X | ||||||||||
- Details
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X | ||||||||||
- Definition
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
Summary of Significant Accounting Policies (Details 5) (Silver Creek, USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Silver Creek
|
|||
Consolidated subsidiaries | |||
Balance at the beginning of the period | $ 574 | $ 1,027 | |
Acquisition of Silver Creek preferred stock | 1,082 | ||
Net loss attributable to Silver Creek | (477) | (453) | (55) |
Balance at the end of the period | $ 97 | $ 574 | $ 1,027 |
X | ||||||||||
- Definition
Increase in temporary equity from initial purchase of preferred stock of subsidiary. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
Carrying amount, attributable to noncontrolling interests, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. No definition available.
|
X | ||||||||||
- Definition
The portion of net income or loss attributable to temporary equity interest. No definition available.
|
Summary of Significant Accounting Policies (Details 6) (USD $)
|
Dec. 31, 2012
|
Dec. 21, 2012
Silver Creek Convertible Note
Silver Creek
|
---|---|---|
Summary of significant accounting policies | ||
Derivative liability | $ 196,000 | $ 196,000 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Fair value as of the balance sheet date of the embedded derivative or group of embedded derivatives classified as a liability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Summary of Significant Accounting Policies (Details 7) (USD $)
|
12 Months Ended | 1 Months Ended | |||
---|---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Apr. 30, 2012
|
Apr. 30, 2012
Initial public offering
Common stock
|
|
Public Offering | |||||
Convertible preferred stock converted into common stock (in shares) | 66,255,529 | ||||
Convertible Preferred Stock and Convertible Preferred Stock Warrants | |||||
Number of preferred stock authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
Par value of preferred stock ( in dollars per share ) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Change in fair value of convertible preferred stock warrants | $ 587,000 | $ (864,000) | $ (74,000) |
X | ||||||||||
- Definition
Represents the unrealized gain or loss on the remeasurement of fair value of preferred stock warrants. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Summary of Significant Accounting Policies (Details 8) (USD $)
|
1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2012
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Jan. 31, 2010
Life Sciences Tax Incentive Program 2010
item
|
Dec. 31, 2012
Life Sciences Tax Incentive Program 2010
|
Dec. 31, 2011
Life Sciences Tax Incentive Program 2010
|
Dec. 31, 2010
Life Sciences Tax Incentive Program 2010
|
Jan. 31, 2011
Life Sciences Tax Incentive Program 2011
item
|
Dec. 31, 2012
Life Sciences Tax Incentive Program 2011
|
Oct. 31, 2010
Federal Qualifying Therapeutic Discovery Projects program
|
Mar. 31, 2011
Federal Qualifying Therapeutic Discovery Projects program
|
Dec. 31, 2010
Federal Qualifying Therapeutic Discovery Projects program
|
|
Summary of significant accounting policies | |||||||||||||
Tax incentive awarded | $ 1,500,000 | $ 1,347,000 | |||||||||||
State research and development tax credits monetized | 1,350,000 | 1,212,000 | |||||||||||
Number of incremental employees pledged to be hired | 50 | 50 | |||||||||||
Performance period | 5 years | 5 years | |||||||||||
Amount of benefit recognized | 270,000 | 270,000 | 270,000 | 484,000 | |||||||||
Grants awarded | 2,445,000 | ||||||||||||
Grants received | 504,000 | 1,941,000 | |||||||||||
Other income | (1,357,000) | (1,150,000) | (2,669,000) | (2,445,000) | |||||||||
Other Income (Expense) | |||||||||||||
Settlement from former service provider | 1,800,000 | ||||||||||||
Deferred Financing Costs | |||||||||||||
Deferred financing costs | 32,000 | 1,946,000 | |||||||||||
Deferred financing costs netted against the equity proceeds within stockholders' equity | $ 2,748,000 | $ 2,748,000 | $ 25,000 |
X | ||||||||||
- Definition
Represents the amount of deferred financing costs reclassified to stockholders' equity. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of gain (loss) related to settlement from a former service provider. No definition available.
|
X | ||||||||||
- Definition
Represents the portion of tax incentives and grants received under the tax incentive and credit programs, recognized during the period. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of grants received. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of grants awarded as tax incentive under the tax incentive and credit programs. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the number of employees to be hired under the incentive program over a specified period of time. No definition available.
|
X | ||||||||||
- Definition
Represents the performance period of the tax incentive program over which the incentive is to be amortized. No definition available.
|
X | ||||||||||
- Definition
Represents the state research and development tax credits monetized under the tax incentive and credit programs. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of tax incentives awarded under the tax incentive and credit programs. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Net amount of current deferred finance costs capitalized at the end of the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The net amount of other income and expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Initial Public Offering (Details) (Initial public offering, USD $)
In Millions, except Share data, unless otherwise specified |
1 Months Ended |
---|---|
Apr. 30, 2012
|
|
Public Offering | |
Cash dividends payable to Series B convertible preferred stock holders | $ 4.3 |
Common stock
|
|
Public Offering | |
Aggregate shares of common stock sold in connection with initial public offering (in shares) | 15,042,459 |
Public offering price (in dollars per share) | $ 7.00 |
Common stock issued to underwriters under an over-allotment option (in shares) | 742,459 |
Net proceeds from initial public offering | $ 98.1 |
Convertible preferred stock converted into common stock (in shares) | 66,255,529 |
X | ||||||||||
- Definition
The cash inflow associated with the amount received from entity's first offering of stock to the public, net of offering costs. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the number of shares issued to underwriters under an over-allotment option. No definition available.
|
X | ||||||||||
- Definition
The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Equity impact of preferred stock cash dividends declared by an entity during the period. This element includes paid and unpaid dividends declared during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Marketable Securities (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
item
|
---|---|
Marketable Securities | |
Amortized Cost | $ 72,276 |
Unrealized Gains | 3 |
Unrealized Losses | (41) |
Fair Value | 72,238 |
Number of securities in unrealized loss position for less than 12 months | 18 |
Aggregate Fair Value | 51,364 |
Unrealized Losses | (41) |
Certificate of deposit
|
|
Marketable Securities | |
Amortized Cost | 240 |
Fair Value | 240 |
Commercial paper
|
|
Marketable Securities | |
Amortized Cost | 12,479 |
Unrealized Losses | (14) |
Fair Value | 12,465 |
Aggregate Fair Value | 12,465 |
Unrealized Losses | (14) |
Corporate debt securities
|
|
Marketable Securities | |
Amortized Cost | 59,557 |
Unrealized Gains | 3 |
Unrealized Losses | (27) |
Fair Value | 59,533 |
Aggregate Fair Value | 38,899 |
Unrealized Losses | $ (27) |
X | ||||||||||
- Definition
Amount of the excess of amortized cost basis over fair value of securities that have been in a loss position for less than twelve months for securities categorized neither as held-to-maturity nor trading securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This item represents the aggregate fair value of investments in debt and equity securities categorized neither as held-to-maturity nor trading securities that have been in a continuous unrealized loss position for less than twelve months. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of available-for-sale debt securities at cost, net of adjustments, which include, but are not limited to, accretion, amortization, collection of cash, previous other-than-temporary impairments (OTTI) recognized in earnings (less any cumulative-effect adjustments, as defined) and fair value hedge accounting adjustments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents Available-for-sale Securities which consist of all investments in certain debt and equity securities neither classified as trading or held-to-maturity securities. A debt security represents a creditor relationship with an enterprise. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities which are categorized as Available-for-sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This item represents the gross unrealized gains for securities, at a point in time, which are categorized neither as held-to-maturity nor trading securities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This item represents the gross unrealized losses for securities, at a point in time, which are categorized neither as held-to-maturity nor trading securities. No definition available.
|
X | ||||||||||
- Definition
Disclosure regarding factors used to determine that the impairment of securities not categorized as either held-to-maturity securities or trading securities (hence equal to available for sale securities) where cost exceeds fair value is not an other than temporary impairment (OTTI). This item contains disclosure of the number of investment positions in the available-for-sale investments determined to be temporarily impaired. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Net income after adjustments for dividends on preferred stock (declared in the period) and/or cumulative preferred stock (accumulated for the period). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Net Income or Loss Available to Common Stockholders plus adjustments resulting from the assumption that dilutive convertible securities were converted, options or warrants were exercised, or that other shares were issued upon the satisfaction of certain conditions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Other preferred stock dividends and adjustments, not otherwise defined in the taxonomy, that are necessary to adjust net income to obtain net income applicable to common stockholders. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
|
License and Collaboration Agreements (Details) (USD $)
|
3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2012
Sanofi
Phase 2 clinical trials in breast cancer and non-small cell lung cancer and ovarian cancer
|
Dec. 31, 2011
Sanofi
Phase 2 clinical trials in breast cancer and non-small cell lung cancer and ovarian cancer
|
Dec. 31, 2010
Sanofi
Phase 2 clinical trials in breast cancer and non-small cell lung cancer and ovarian cancer
|
Nov. 30, 2009
License and Collaboration Agreements
Sanofi
|
Dec. 31, 2012
License and Collaboration Agreements
Sanofi
|
Dec. 31, 2011
License and Collaboration Agreements
Sanofi
|
Dec. 31, 2010
License and Collaboration Agreements
Sanofi
|
Jul. 31, 2009
License and Collaboration Agreements
GTC
|
Dec. 31, 2012
License and Collaboration Agreements
GTC
|
Dec. 31, 2012
License and Collaboration Agreements
GTC
|
Dec. 31, 2011
License and Collaboration Agreements
GTC
|
Dec. 31, 2010
License and Collaboration Agreements
GTC
|
Jul. 31, 2009
License and Collaboration Agreements
GTC
Series C convertible preferred stock
|
Dec. 31, 2012
License and Collaboration Agreements
PharmaEngine
|
Dec. 31, 2011
License and Collaboration Agreements
PharmaEngine
|
May 31, 2011
License and Collaboration Agreements
PharmaEngine
Development and regulatory milestone
|
May 31, 2011
License and Collaboration Agreements
PharmaEngine
Sales milestone
|
|
License and collaboration agreements | ||||||||||||||||||||||||||||
Upfront license fee received | $ 60,000,000 | |||||||||||||||||||||||||||
Milestone payments received | 5,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||
Expected development period from the effective date of agreement | 12 years | 19 years | ||||||||||||||||||||||||||
License agreement termination period | 3 months | |||||||||||||||||||||||||||
Additional revenue recongnized due to a change in estimate | 657,000 | |||||||||||||||||||||||||||
Recognized revenue under collaboration agreements | ||||||||||||||||||||||||||||
Upfront payment | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||||||||||
Milestone payment | 2,975,000 | 2,616,000 | 949,000 | |||||||||||||||||||||||||
Development services | 36,905,000 | 25,053,000 | 13,279,000 | |||||||||||||||||||||||||
Manufacturing services and other | 3,307,000 | 1,456,000 | 630,000 | |||||||||||||||||||||||||
Total | 48,187,000 | 34,125,000 | 19,858,000 | |||||||||||||||||||||||||
Assets and liabilities related to collaboration agreement | ||||||||||||||||||||||||||||
Accounts receivable, billed | 1,577,000 | 4,478,000 | ||||||||||||||||||||||||||
Accounts receivable, unbilled | 7,690,000 | 2,925,000 | ||||||||||||||||||||||||||
Deferred revenues | 79,913,000 | 84,466,000 | 553,000 | 553,000 | 1,279,000 | 1,356,000 | ||||||||||||||||||||||
Collaborative arrangement additional information | ||||||||||||||||||||||||||||
Shares received as consideration under the license agreement | 662,000 | |||||||||||||||||||||||||||
Fair value of shares received as consideration under the license agreement | 1,469,000 | |||||||||||||||||||||||||||
Revenue recognized | 14,191,000 | 11,323,000 | 12,063,000 | 11,344,000 | 12,577,000 | 8,582,000 | 6,595,000 | 6,461,000 | 48,921,000 | 34,215,000 | 20,305,000 | 733,000 | 76,000 | 76,000 | ||||||||||||||
Maximum milestone payment obligation | 80,000,000 | 130,000,000 | ||||||||||||||||||||||||||
Research and development expenses | 125,858,000 | 100,630,000 | 58,278,000 | 6,200,000 | 11,200,000 | |||||||||||||||||||||||
Amounts payable related to the agreement | $ 345,000 | $ 280,000 |
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the additional revenue recognized during the period under the terms of the license agreement due to a change in estimate. No definition available.
|
X | ||||||||||
- Definition
Represents the expected development period from the effective date of agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the shares received as a consideration under the license agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the fair value of shares received as a consideration under the license agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the period to terminate the license agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the cumulative obligation for milestone payment payable during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Represents the cumulative amount of milestone payment received during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the revenue recognized during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of revenue recognized from development services fees received during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of revenue recognized from manufacturing services and other fees received during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of revenue recognized from milestone payment received during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of revenue recognized from upfront payment received during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Represents the cumulative amount of nonrefundable, noncreditable upfront license fee received during the period under the terms of license and collaboration agreements. No definition available.
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amounts due for billed services rendered or to be rendered, actions taken or to be taken, or a promise to refrain from taking certain actions in accordance with the terms of a legally binding agreement between the Company and, at a minimum, one other party. An example would be amounts billed to customers under contracts or programs but not paid as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of deferred revenue as of balance sheet date. Deferred revenue represents collections of cash or other assets related to a revenue producing activity for which revenue has not yet been recognized. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Unbilled amounts due for services rendered or to be rendered, actions taken or to be taken, or a promise to refrain from taking certain actions in accordance with the terms of a legally binding agreement between the entity and, at a minimum, one other party. An example would be amounts associated with contracts or programs where the recognized revenue for performance thereunder exceeds the amounts billed under the terms thereof as of the date of the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Fair Value of Financial Instruments (Details) (USD $)
In Thousands, unless otherwise specified |
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Assets | ||
Investments | $ 72,238 | |
Liabilities | ||
Convertible preferred stock warrants (in shares) | 1,516 | |
Corporate debt securities
|
||
Assets | ||
Investments | 59,533 | |
Certificate of deposit
|
||
Assets | ||
Investments | 240 | |
Commercial paper
|
||
Assets | ||
Investments | 12,465 | |
Recurring basis | Level 1
|
||
Assets | ||
Cash equivalents - money market funds | 25,668 | |
Recurring basis | Level 1 | U.S. treasury securities
|
||
Assets | ||
Cash equivalents | 35,076 | |
Recurring basis | Level 2 | Corporate debt securities
|
||
Assets | ||
Cash equivalents | 5,017 | |
Investments | 59,533 | |
Recurring basis | Level 2 | Certificate of deposit
|
||
Assets | ||
Cash equivalents | 480 | |
Investments | 240 | |
Recurring basis | Level 2 | Commercial paper
|
||
Assets | ||
Investments | 12,465 | |
Recurring basis | Level 3
|
||
Liabilities | ||
Convertible preferred stock warrants (in shares) | 1,516 | |
Derivative liability | $ 196 |
X | ||||||||||
- Definition
Represents the fair value written certificate that gives the holder the right to purchase shares of a stock for a specified price within a specified period of time. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
This element represents the portion of the balance sheet assertion valued at fair value by the entity whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission. This item represents Available-for-sale Securities which consist of all investments in certain debt and equity securities neither classified as trading or held-to-maturity securities. A debt security represents a creditor relationship with an enterprise. Debt securities include, among other items, US Treasury securities, US government securities, municipal securities, corporate bonds, convertible debt, commercial paper, and all securitized debt instruments. An equity security represents an ownership interest in an enterprise or the right to acquire or dispose of an ownership interest in an enterprise at fixed or determinable prices. Equity securities include, among other things, common stock, certain preferred stock, warrant rights, call options, and put options, but do not include convertible debt. An entity may opt to provide the reader with additional narrative text to better understand the nature of investments in debt and equity securities which are categorized as Available-for-sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Derivative instrument obligations meeting the definition of a liability which the Company is a party to as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Investment in short-term money-market instruments (such as commercial paper, banker's acceptances, repurchase agreements, government securities, certificates of deposit, and so forth) which are highly liquid (that is, readily convertible to known amounts of cash) and so near their maturity that they present an insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify as cash equivalents by definition. Original maturity means an original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three-years ago does not become a cash equivalent when its remaining maturity is three months. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Fair Value of Financial Instruments (Details 2) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2012
|
|
Convertible preferred stock warrants
|
|
Roll-forward of the fair value of the convertible preferred stock warrants categorized as Level 3 instruments | |
Balance at the beginning of the period | $ 1,516 |
Unrealized gain included in other income (expense) | (587) |
Reclassification to common stock warrants | (929) |
Derivative liability
|
|
Roll-forward of the fair value of the convertible preferred stock warrants categorized as Level 3 instruments | |
Portion of convertible note allocated to derivative | 196 |
Balance at the end of the period | $ 196 |
X | ||||||||||
- Definition
This item represents the amount of the total change in unrealized (holding) gains or losses for the period which are included in the statement of income (or changes in net assets) in other income. Such unrealized (holding) gains or losses relate to those liabilities still held at the reporting date for which fair value is measured on a recurring basis using significant unobservable inputs (Level 3). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Transfers into liabilities measured at fair value and categorized within Level 3 of the fair value hierarchy that have taken place during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Issues that have taken place during the period in relation to liabilities measured at fair value and categorized within Level 3 of the fair value hierarchy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
This element represents a liability measured at fair value using significant unobservable inputs (Level 3) which is required for reconciliation purposes of beginning and ending balances. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Consolidated Subsidiaries (Details) (Hermes, USD $)
|
0 Months Ended | 12 Months Ended |
---|---|---|
Oct. 06, 2009
|
Dec. 31, 2010
|
|
Consolidated subsidiaries | ||
Shares of common stock issued | 4,383,000 | |
Common shares of Merrimack Pharmaceuticals, Inc. | $ 9,292,000 | |
Number of additional shares that could have been required to be issued as contingent consideration | 400,000 | |
Contingent consideration | 178,000 | |
Gain recognized on settlement of contingent consideration | $ 178,000 | |
Minimum
|
||
Consolidated subsidiaries | ||
Number of additional shares that could have been required to be issued as contingent consideration | 0 | |
Maximum
|
||
Consolidated subsidiaries | ||
Number of additional shares that could have been required to be issued as contingent consideration | 1,100,000 | |
Period for issuance of additional shares as contingent consideration | 24 months |
X | ||||||||||
- Definition
Represents the period for issuance of additional shares under the contingent consideration arrangement in a business combination. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of gain recognized as a result of settlement of contingent consideration in a business combination. No definition available.
|
X | ||||||||||
- Definition
Fair value, as of the acquisition date, of potential payments under the contingent consideration arrangement including cash and shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Maximum number of shares issuable under the contingent consideration arrangement in a business combination. No definition available.
|
X | ||||||||||
- Definition
The acquisition-date fair value of the equity interests of the acquirer, including the number of instruments or interests issued or issuable in consideration for the business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Consolidated Subsidiaries (Details 2) (USD $)
|
12 Months Ended | 0 Months Ended | 4 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2012
Silver Creek
|
Dec. 31, 2011
Silver Creek
|
Dec. 31, 2010
Silver Creek
|
Aug. 20, 2010
Silver Creek
Series A Preferred Stock
|
Dec. 17, 2010
Silver Creek
Series A Preferred Stock
|
Dec. 31, 2012
Silver Creek
Series A Preferred Stock
|
Dec. 31, 2011
Silver Creek
Series A Preferred Stock
|
|
Consolidated subsidiaries | |||||||||
Additional shares purchased by parent company related to initial purchase | 12,000,000 | ||||||||
Shares issued to other investors | 4,190,000 | ||||||||
Proceeds from shares issued to other investors | $ 4,165,000 | ||||||||
Issuance cost for shares issued to other investors | 1,946,000 | 25,000 | |||||||
Ownership interest (as a percent) | 74.00% | 74.00% | |||||||
Non-controlling interest | 574,000 | 97,000 | 97,000 | 574,000 | 1,027,000 | ||||
Total assets of consolidated subsidiaries | 85,299,000 | 148,974,000 | 2,202,000 | 2,302,000 | |||||
Total liabilities of consolidated subsidiaries | $ 106,990,000 | $ 155,394,000 | $ 1,763,000 | $ 39,000 | |||||
Shares owned by employees and directors of the parent company (as a percent) | 6.00% | 6.00% |
X | ||||||||||
- Definition
Represents the purchase by the parent of additional equity shares in a subsidiary during the period related to an initial purchase. No definition available.
|
X | ||||||||||
- Definition
Represents an increase in noncontrolling interest from issuance of additional equity shares to noncontrolling interest holders. No definition available.
|
X | ||||||||||
- Definition
Represents the percentage of shares owned by employees and directors of the parent company. No definition available.
|
X | ||||||||||
- Definition
As of the reporting date, the fair value of noncontrolling interests. The noncontrolling interest holder's ownership (or holders' ownership) may be in the form of preferred shares (regardless of class), preferred partnership units (regardless of class), preferential membership interests, or any other form of preferred equity regardless of investee entity legal form. No definition available.
|
X | ||||||||||
- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The parent entity's interest in net assets of the subsidiary, expressed as a percentage. No definition available.
|
X | ||||||||||
- Definition
The cash outflow for cost incurred directly with the issuance of an equity security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow contributed by noncontrolled interest that purchase additional shares or otherwise increase their ownership stake in a subsidiary of the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Goodwill and Intangible Assets, Net (Details) (Hermes, USD $)
|
Oct. 06, 2009
|
---|---|
Goodwill and intangible assets, net | |
Acquired IPR&D recognized in a business combination | $ 7,010,000 |
Core nano-carrier technology
|
|
Goodwill and intangible assets, net | |
Acquired intangible assets | 3,200,000 |
Antibody-targeted nanotherapeutic program with chemotherapy drug
|
|
Goodwill and intangible assets, net | |
Acquired IPR&D recognized in a business combination | 2,800,000 |
Nanotherapeutic program with chemotherapy drug
|
|
Goodwill and intangible assets, net | |
Acquired IPR&D recognized in a business combination | 3,400,000 |
Other in-process research and development programs
|
|
Goodwill and intangible assets, net | |
Acquired IPR&D recognized in a business combination | $ 810,000 |
X | ||||||||||
- Definition
The aggregate amount of acquired in-process research and development recognized as part of a business combination. No definition available.
|
X | ||||||||||
- Definition
The aggregate amount assigned to a major class of finite-lived intangible assets acquired either individually or as part of a group of assets (in either an asset acquisition or business combination). A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Goodwill and Intangible Assets, Net (Details 2) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
Dec. 31, 2009
|
|
Intangible assets | ||||
Balance at the beginning of the period | $ 2,485 | $ 2,805 | $ 3,125 | |
Amortization | (320) | (320) | (320) | |
Balance at the end of the period | 2,165 | 2,485 | 2,805 | |
Amortization period of core technology acquired from Hermes | 10 years | |||
IPR & D | ||||
In-process research and development | 7,010 | 7,010 | 7,010 | 7,010 |
Goodwill | ||||
Goodwill | 3,605 | 3,605 | 3,605 | 3,605 |
Expected amortization expenses for the next five-year period: | ||||
2013 | 320 | |||
2014 | 320 | |||
2015 | 320 | |||
2016 | 320 | |||
2017 | $ 320 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Weighted average amortization period of finite-lived intangible assets acquired either individually or as part of a group of assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the next fiscal year following the latest fiscal year for assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the fifth fiscal year following the latest fiscal year for assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the fourth fiscal year following the latest fiscal year for assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the third fiscal year following the latest fiscal year for assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the second fiscal year following the latest fiscal year for assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Carrying amount as of the balance sheet date, which is the cumulative amount paid and (if applicable) the fair value of any noncontrolling interest in the acquiree, adjusted for any amortization recognized prior to the adoption of any changes in generally accepted accounting principles (as applicable) and for any impairment charges, in excess of the fair value of net assets acquired in one or more business combination transactions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount of assets (excluding financial assets) that lack physical substance, excluding goodwill, having a projected indefinite period of benefit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The charge against earnings resulting from the aggregate write down of all assets from their carrying value to their fair value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The difference between the sale price or salvage price and the book value of a property, plant, and equipment asset that was sold or retired during the reporting period. This element refers to the gain (loss). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Divestiture of long-lived, physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
|
X | ||||||||||
- Definition
Gross amount of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Accounts Payables, Accrued Expenses and Other (Details) (USD $)
|
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|
Accounts payable, accrued expenses and other | ||
Accounts payable | $ 283,000 | $ 4,656,000 |
Accrued goods and services | 17,615,000 | 9,189,000 |
Accrued payroll and related benefits | 5,853,000 | 3,666,000 |
Accrued interest | 306,000 | |
Accrued dividends payable | 28,000 | |
Total accounts payable, accrued expenses, and other | 24,936,000 | 17,511,000 |
License and Collaboration Agreements | Sanofi
|
||
Accounts payable, accrued expenses and other | ||
Contractual liability | $ 851,000 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of contractual obligation maturing in the next fiscal year following the latest fiscal year. No definition available.
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Total of the carrying values as of the balance sheet date of obligations incurred through that date and payable for obligations related to services received from employees, such as accrued salaries and bonuses, payroll taxes and fringe benefits. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate carrying amount of current liabilities (due within one year or within the normal operating cycle if longer) not separately disclosed in the balance sheet. Includes costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered and of liabilities not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Represents the additional term loan advance. No definition available.
|
X | ||||||||||
- Definition
The percentage points subtracted from the alternative interest rate calculation used to compute the variable rate of the debt instrument. No definition available.
|
X | ||||||||||
- Definition
Represents the percentage discount on automatic conversion of debt instrument into next qualifying equity financing, if prior to maturity, the entity enters into qualifying financing resulting in a specified amount of gross proceeds. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of gross proceeds from a qualifying equity financing, in which holders of the notes would automatically convert into the next qualifying equity financing at a discount. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of gross proceeds in one or more transactions prior to December 1, 2013 that the Company may elect to extend the interest-only period by six months so that the aggregate outstanding principal balance of the loan would be repaid in monthly installments starting on June 1, 2014 and continuing through November 1, 2016. No definition available.
|
X | ||||||||||
- Definition
Represents the initial term loan advance. No definition available.
|
X | ||||||||||
- Definition
Represents the period of interest-only payment as provided under the loan agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the extension period for interest only payments as provided under the loan agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the stated interest rate used as the basis for calculation of the alternative interest rate. No definition available.
|
X | ||||||||||
- Definition
Represents the value of the Company's equity securities sold to institutional accredited investors in a private financing, available for purchase by the lender within one year after the closing of the Loan Agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the period to purchase equity securities sold to institutional accelerated investors under the Loan Agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of debt discount that was recorded as a long-term liability to be paid upon full repayment or maturity of the loan that has yet to be amortized. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of debt discount related to costs reimbursed by the entity that has yet to be amortized. No definition available.
|
X | ||||||||||
- Definition
Represents the interest payments included in the future minimum payments not currently in carrying value. No definition available.
|
X | ||||||||||
- Definition
The cost of borrowed funds accounted for as cash interest that was charged against earnings during the period. No definition available.
|
X | ||||||||||
- Definition
The cost of borrowed funds accounted for as non cash interest that was charged against earnings during the period. No definition available.
|
X | ||||||||||
- Definition
Represents the aggregate carrying amount of short-term borrowings as of the balance sheet date before deducting unamortized discount. No definition available.
|
X | ||||||||||
- Definition
Amount of contractual obligation maturing in the fourth fiscal year following the latest fiscal year. No definition available.
|
X | ||||||||||
- Definition
Amount of contractual obligation maturing in the next fiscal year following the latest fiscal year. No definition available.
|
X | ||||||||||
- Definition
Amount of contractual obligation maturing in the second fiscal year following the latest fiscal year. No definition available.
|
X | ||||||||||
- Definition
Amount of contractual obligation maturing in the third fiscal year following the latest fiscal year. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of the sum of short-term debt and current maturities of long-term debt and capital lease obligations, which are due within one year (or one business cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The reference rate for the variable rate of the debt instrument, such as LIBOR or the US Treasury rate and the maturity of the reference rate used, such as three months or six months LIBOR. No definition available.
|
X | ||||||||||
- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
When presenting a range of interest rates, the highest stated (contractual) rate for funds borrowed under the debt agreement as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
When presenting a range of interest rates, the lowest stated (contractual) rate for funds borrowed under the debt agreement as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Represents the aggregate of total long-term debt, including current maturities and short-term debt. No definition available.
|
X | ||||||||||
- Definition
Fair value as of the balance sheet date of the embedded derivative or group of embedded derivatives classified as a liability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, excluding amounts to be repaid within one year or the normal operating cycle, if longer (current maturities). Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Convertible Preferred Stock (Details) (Initial public offering, USD $)
In Millions, except Per Share data, unless otherwise specified |
12 Months Ended |
---|---|
Dec. 31, 2011
|
|
Common stock
|
|
Convertible preferred stock | |
Aggregate gross proceeds from an initial public offering that would trigger automatic conversion of preferred shares to common shares | $ 50 |
Common stock | Minimum
|
|
Convertible preferred stock | |
Minimum offering price per share in an initial public offering to trigger automatic conversion of preferred shares to common shares | $ 4.40 |
Minimum offering price per share in an initial public offering expressed as a percentage of the Series C conversion price to trigger automatic conversion of preferred shares to common shares | 250.00% |
Series B Preferred Stock
|
|
Convertible preferred stock | |
Dividend to be declared and paid in cash on automatic conversion of preferred shares | $ 4.3 |
X | ||||||||||
- Definition
Represents the amount of dividend to be declared and paid on automatic conversion of preferred shares. No definition available.
|
X | ||||||||||
- Definition
Represents the gross proceeds to be received upon the firm commitment underwritten initial public offering which would trigger all outstanding preferred shares to be automatically converted to shares of common stock. No definition available.
|
X | ||||||||||
- Definition
Represents the offering price per share in an initial public offering, expressed as a percentage of the conversion price of the Series C convertible preferred stock, that would trigger an automatic conversion of all outstandig convertible preferred shares to common shares. No definition available.
|
X | ||||||||||
- Definition
Represents the minimum offering price per share in a initial public offering that would trigger an automatic conversion of preferred shares to common shares. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The per share liquidation preference (or restrictions) of stock classified as temporary equity that has a preference in involuntary liquidation considerably in excess of the par or stated value of the shares. The liquidation preference is the difference between the preference in liquidation and the par or stated values of the share. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount to be paid per share that is classified as temporary equity by entity upon redemption. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Convertible Preferred Stock (Details 3) (USD $)
In Thousands, except Share data, unless otherwise specified |
1 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Apr. 30, 2012
Series B Preferred Stock
|
Apr. 30, 2012
Initial public offering
Common stock
|
|
Convertible preferred stock | |||
Convertible preferred stock converted into common stock (in shares) | 66,255,529 | ||
Accrued dividends on preferred stock paid in cash | $ 28 | $ 4,300 |
X | ||||||||||
- Definition
The number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Series F Amount (Details) (USD $)
|
0 Months Ended | 3 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Oct. 06, 2010
|
Nov. 02, 2007
|
Dec. 31, 2010
|
Dec. 31, 2010
|
|
Convertible preferred stock | ||||
Accrued noncash interest expense recorded as additional paid-in capital | $ 12,974,000 | |||
Series F preferred stock
|
||||
Convertible preferred stock | ||||
Shares intended to be authorized under the 2007 Restated Articles | 11,776,000 | |||
Imputed noncash interest expense | 3,673,000 | |||
Number of shares issued | 11,776,000 | |||
Initial investment recorded as convertible preferred stock (in dollars per share) | $ 5.10 | |||
Accrued noncash interest expense recorded as additional paid-in capital | $ 12,974,000 |
X | ||||||||||
- Definition
The adjustment to additional paid in capital for the imputed cash noncash interest expense related to the Series F exchange agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the recorded imputed noncash interest expense pertaining to delayed delivery of convertible stock. No definition available.
|
X | ||||||||||
- Definition
The per share price representing the initial investment of preferred stock. No definition available.
|
X | ||||||||||
- Definition
Represents the shares intended to be authorized under the 2007 restated articles of the organization. No definition available.
|
X | ||||||||||
- Definition
Number of new shares classified as temporary equity issued during the period. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Adjustment to additional paid in capital as a result of the increase in the exercise price of the warrants. No definition available.
|
X | ||||||||||
- Definition
Aggregate amount of each class of warrants or rights converted to common stock warrants during the period. No definition available.
|
X | ||||||||||
- Definition
Aggregate amount of each class of warrants or rights exercised during the period. No definition available.
|
X | ||||||||||
- Definition
Represents the number of cashless warrants exercised. No definition available.
|
X | ||||||||||
- Definition
Represents the first exercise price of warrants held by related party before modification. No definition available.
|
X | ||||||||||
- Definition
Represents the second exercise price of warrants held by related party before modification. No definition available.
|
X | ||||||||||
- Definition
The exercise price of each class of warrants or rights converted to common stock warrant during the period. No definition available.
|
X | ||||||||||
- Definition
The exercise price of each class of warrants or rights exercised during the period. No definition available.
|
X | ||||||||||
- Definition
The exercise price of each class of warrants or rights expired during the period. No definition available.
|
X | ||||||||||
- Definition
Aggregate amount of each class of warrants or rights expired during the period. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Represents the period by which expiration date is extended for warrants held by the related party. No definition available.
|
X | ||||||||||
- Definition
The exercise price of each class of warrants or rights outstanding, held by the related party. No definition available.
|
X | ||||||||||
- Definition
Represents the number of warrants held by the related party in which the expiration period and exercise price was modified. No definition available.
|
X | ||||||||||
- Definition
The number of shares of common stock issued during the period as a result of the cashless exercise of warrants. No definition available.
|
X | ||||||||||
- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Common Stock (Details) (USD $)
|
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2010
|
Dec. 31, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
|
Common Stock | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock | ||||
Common stock, authorized shares | 200,000,000 | 200,000,000 | 138,500,000 | |
Common stock, issued shares | 95,825,000 | 11,834,000 | ||
Common stock, outstanding shares | 95,825,000 | 11,834,000 | ||
Shares reserved for future issuance | ||||
Conversion of Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock | 66,256,000 | |||
Convertible preferred stock warrants | 302,000 | |||
Common stock warrants (in shares) | 2,842,000 | 2,640,000 | ||
Option to purchase common stock | 18,066,000 | 17,617,000 | ||
Shares reserved for future issuance | 20,908,000 | 86,815,000 | ||
Common stock
|
||||
Common stock | ||||
Change in par value | $ (17,547,000) | |||
Common stock, authorized shares | 200,000,000 | 200,000,000 | 200,000,000 | |
Additional paid-in capital
|
||||
Common stock | ||||
Change in par value | $ 17,547,000 |
X | ||||||||||
- Definition
Adjustment to additional paid-in-capital resulting from change in par value of common stock issued. No definition available.
|
X | ||||||||||
- Definition
Number of common shares reserved for future issuance related to common stock warrants. No definition available.
|
X | ||||||||||
- Definition
Number of common shares reserved for future issuance related to convertible preferred stock warrants. No definition available.
|
X | ||||||||||
- Definition
Aggregate number of common shares reserved for future issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate number of nonredeemable convertible preferred shares reserved for future issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of common shares reserved for future issuance related to deferred compensation arrangements with individuals. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
Stock-Based Compensation (Details)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Stock-based compensation | |||
Stock options issued (in shares) | 3,251,000 | ||
2008 Plan
|
|||
Stock-based compensation | |||
Common stock available for issuance (in shares) | 830,000 | ||
2011 Plan
|
|||
Stock-based compensation | |||
Common stock available for issuance (in shares) | 1,300,000 | ||
Additional common stock available for issuance (in shares) | 3,500,000 | ||
2011 Plan | Director
|
|||
Stock-based compensation | |||
Vesting period | 1 year | ||
2008 Plan and 2011 Plan
|
|||
Stock-based compensation | |||
Stock options issued (in shares) | 3,300,000 | 2,300,000 | 2,900,000 |
2008 Plan and 2011 Plan | Employee
|
|||
Stock-based compensation | |||
Vesting period | 3 years | ||
2008 Plan and 2011 Plan | Non-employee | Maximum
|
|||
Stock-based compensation | |||
Stock options issued (in shares) | 100,000 | 100,000 | 100,000 |
X | ||||||||||
- Definition
Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Number of additional shares authorized for issuance under an established share-based compensation plan. No definition available.
|
X | ||||||||||
- Definition
The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
Stock-Based Compensation (Details 2) (USD $)
In Thousands, unless otherwise specified |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Allocation of recognized period cost | |||
Stock-based compensation expense for employee awards | $ 6,744 | $ 6,472 | $ 4,493 |
Stock-based compensation expense for non-employee awards | 145 | 480 | 58 |
Total stock-based compensation expense | 6,889 | 6,952 | 4,551 |
Research and development
|
|||
Allocation of recognized period cost | |||
Stock-based compensation expense for employee awards | 4,234 | 3,597 | 2,787 |
General and administrative
|
|||
Allocation of recognized period cost | |||
Stock-based compensation expense for employee awards | $ 2,510 | $ 2,875 | $ 1,706 |
X | ||||||||||
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and nonemployees. No definition available.
|
X | ||||||||||
- Definition
Represents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of expense reported during the period resulting from the transaction in which equity securities were issued to pay for goods or nonemployee services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Stock-Based Compensation (Details 3) (Stock options)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Weighted average assumptions used for determining fair value of options | |||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Minimum
|
|||
Weighted average assumptions used for determining fair value of options | |||
Risk-free interest rate (as a percent) | 0.70% | 1.30% | 1.70% |
Expected term | 5 years | 5 years | 5 years |
Expected volatility (as a percent) | 66.00% | 71.00% | 73.00% |
Maximum
|
|||
Weighted average assumptions used for determining fair value of options | |||
Risk-free interest rate (as a percent) | 1.10% | 2.50% | 2.80% |
Expected term | 5 years 10 months 24 days | 5 years 10 months 24 days | 5 years 10 months 24 days |
Expected volatility (as a percent) | 72.00% | 73.00% | 77.00% |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate unrecognized cost of option awards made to employees under a stock option plan or plans, that have yet to vest. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The total accumulated difference between fair values of underlying shares on dates of exercise and exercise price on options which were exercised (or share units converted) into shares during the reporting period under the plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
X | ||||||||||
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of options outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise prices of fully vested and expected to vest options outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
As of the balance sheet date, the number of shares into which fully vested and expected to vest stock options outstanding can be converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
As of the balance sheet date, the weighted-average exercise price for outstanding stock options that are fully vested or expected to vest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Weighted average remaining contractual term for fully vested and expected to vest options outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
X | ||||||||||
- Definition
Weighted average price at which grantees could have acquired the underlying shares with respect to stock options that were terminated. No definition available.
|
X | ||||||||||
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
X | ||||||||||
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The tax effect as of the balance sheet date of the amount of the estimated future tax deductions attributable to capitalized research and development costs, which can only be deducted for tax purposes at a later date and which can only be realized, if sufficient tax-basis income is generated in future periods to enable the deduction to be taken. No definition available.
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from deferred income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from property, plant, and equipment. No definition available.
|
X | ||||||||||
- Definition
The tax effect as of the balance sheet date of the amount of future tax deductions arising from all unused tax credit carryforwards which have been reduced by a valuation allowance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from reserves and accruals. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of deferred tax liability attributable to taxable temporary differences from intangible assets other than goodwill. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The domestic federal statutory tax rate applicable under enacted tax laws to the Company's pretax income from continuing operations for the period. The "statutory" tax rate is the regular tax rate if there are alternative tax systems. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate that can be explained by the difference between statutory income tax rates in foreign jurisdictions and the domestic federal statutory income tax rate recorded during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The sum of the differences between the effective income tax rate and domestic federal statutory income tax rate attributable to all nondeductible expenses under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate attributable to differences in the deductibility or nondeductibility of incentive stock options and other equity-based compensation costs in accordance with generally accepted accounting principles and enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate attributable to all other items not otherwise listed in the existing taxonomy. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The portion of the difference between the effective income tax rate and domestic federal statutory income tax rate that can be explained by the state and local income tax expense or benefit, net of the federal tax benefit (expense) thereon, recorded during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The sum of the differences between the effective income tax rate and domestic federal statutory income tax rate that can be explained by all tax credits generated or utilized under enacted tax laws during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Income Taxes (Details 2) (USD $)
In Millions, unless otherwise specified |
Dec. 31, 2012
|
---|---|
Federal
|
|
Operating loss carryforwards | |
NOL | $ 210.9 |
State
|
|
Operating loss carryforwards | |
NOL | $ 155.5 |
X | ||||||||||
- Definition
The sum of domestic, foreign and state and local operating loss carryforwards, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Income Taxes (Details 3) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Income Taxes | |||
Federal and state net operating loss carryforwards relate to deductions for stock option compensation | $ 10,300,000 | ||
Change in the valuation allowance against the deferred tax assets | |||
Balance at beginning of period | 132,683,000 | 103,881,000 | 81,420,000 |
Additions | 36,968,000 | 28,802,000 | 22,461,000 |
Balance at end of period | 169,651,000 | 132,683,000 | 103,881,000 |
Research and development | Federal
|
|||
Tax credit carryforward | |||
Amount of tax credit carryforward | 11,100,000 | ||
Research and development | State
|
|||
Tax credit carryforward | |||
Amount of tax credit carryforward | 4,800,000 | ||
Investment | State
|
|||
Tax credit carryforward | |||
Amount of tax credit carryforward | $ 400,000 |
X | ||||||||||
- Definition
Represents the federal and state net operating loss carryforwards related to deductions for stock option compensation. No definition available.
|
X | ||||||||||
- Definition
The amount of the additions in the period in the valuation allowance for a specified deferred tax asset. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of the tax credit carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of the valuation allowance recorded as of the balance sheet date pertaining to the specified deferred tax asset for which an assessment was made that it is more likely than not that all or a portion of such deferred tax asset will not be realized through related deductions on future tax returns. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Represents the expected development period from the effective date of agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of reduction in earnings due to reimbursement of previously billed amount under the license and collaboration agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the previously billed amount the Company will reimburse the other party under the license and collaboration agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the additional period of renewal of amended lease with respect to the entire leased space, option one. No definition available.
|
X | ||||||||||
- Definition
Represents the additional period of renewal of amended lease with respect to the entire leased space, option two. No definition available.
|
X | ||||||||||
- Definition
Represents the additional space that the entity will occupy under the amended lease agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the period of lease for additional space under the amended lease agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the aggregate space that the entity will occupy under the amended lease agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of required minimum rental payments for leases having an initial or remaining non-cancelable term in excess of one year related to the lease amendment. No definition available.
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the sixth fiscal year and thereafter, following the latest fiscal year for operating leases having initial or remaining non-cancelable letter-terms in excess of one year. No definition available.
|
X | ||||||||||
- Definition
Represents the maximum amount of tenant improvements agreed to be reimbursed by landlord under the lease agreement. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of tenant improvements to be reimbursed by the landlord under the lease agreement within the third year from the balance sheet date. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of tenant improvements to be reimbursed by the landlord under the lease agreement within the second year from the balance sheet date. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of tenant improvements to be reimbursed by the landlord under the lease agreement during remainder of the current fiscal year. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of reimbursement for tenant improvements agreed by the landlord recorded in other assets with an offsetting entry recorded to deferred lease benefits. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of reimbursement for tenant improvements agreed by the landlord recorded in prepaid expenses and other current assets with an offsetting entry recorded to deferred lease benefits. No definition available.
|
X | ||||||||||
- Definition
Represents the amount received for tenant improvements agreed to be reimbursed by landlord under the lease agreement. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of contractual obligation maturing in the next fiscal year following the latest fiscal year. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the next fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the fifth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the forth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the third fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the second fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Rental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
Related Party Transactions (Details) (USD $)
In Millions, except Share data, unless otherwise specified |
1 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
Silver Creek
Convertible notes
|
Apr. 30, 2012
Sanofi
|
Dec. 31, 2012
Directors, officers, scientific advisory board members and related parties
Convertible notes
|
|
Related Party Transactions | |||
Shares of common stock purchased by related party in connection with initial public offering | 5,217,391 | ||
Debt issued | $ 1.6 | $ 0.3 |
X | ||||||||||
- Definition
Represents the number of shares of common stock purchased by a related party in connection with the initial public offering. No definition available.
|
X | ||||||||||
- Definition
Increase of additional borrowings on existing and new debt instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Retirement Plan (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Retirement Plan | |||
Company's contributions to 401(k) defined contribution savings plan | $ 581,000 | $ 487,000 | $ 380,000 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of discretionary contributions made by an employer to a defined contribution plan. No definition available.
|
Selected Quarterly Financial Data (Unaudited) (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2011
|
Sep. 30, 2011
|
Jun. 30, 2011
|
Mar. 31, 2011
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Dec. 31, 2010
|
|
Selected Quarterly Financial Data (Unaudited) | |||||||||||
Collaboration revenues | $ 14,191 | $ 11,323 | $ 12,063 | $ 11,344 | $ 12,577 | $ 8,582 | $ 6,595 | $ 6,461 | $ 48,921 | $ 34,215 | $ 20,305 |
Total operating expenses | 38,719 | 35,197 | 32,368 | 35,379 | 30,744 | 27,219 | 36,019 | 21,102 | 141,663 | 115,084 | 69,481 |
Net loss | (24,893) | (23,320) | (20,139) | (23,402) | (18,221) | (18,724) | (29,196) | (13,535) | (91,754) | (79,676) | (50,159) |
Net loss attributable to Merrimack Pharmaceuticals, Inc. | $ (24,768) | $ (23,199) | $ (20,026) | $ (23,284) | $ (18,116) | $ (18,599) | $ (29,051) | $ (13,457) | $ (91,277) | $ (79,223) | $ (50,104) |
Net loss per share available to common stockholders-basic and diluted (in dollars per share) | $ (0.26) | $ (0.25) | $ (0.22) | $ (2.14) | $ (1.76) | $ (1.81) | $ (2.76) | $ (1.34) | $ (1.28) | $ (7.67) | $ (5.57) |
X | ||||||||||
- Definition
Total costs of sales and operating expenses for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
|
X | ||||||||||
- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
Subsequent Events (Details) (USD $)
|
12 Months Ended | 1 Months Ended | 12 Months Ended | |
---|---|---|---|---|
Dec. 31, 2012
2011 Plan
|
Feb. 28, 2013
Subsequent events
2011 Plan
|
Jan. 31, 2013
Subsequent events
Life Sciences Tax Incentive Program 2013
|
Dec. 31, 2012
Subsequent events
Life Sciences Tax Incentive Program 2013
item
|
|
Subsequent event | ||||
Tax incentive awarded | $ 500,000 | |||
State research and development tax credits monetized | $ 400,000 | |||
Number of incremental employees pledged to be hired | 20 | |||
Additional shares of common stock registered (in shares) | 3,500,000 | 3,353,882 |
X | ||||||||||
- Definition
Represents the number of employees to be hired under the incentive program over a specified period of time. No definition available.
|
X | ||||||||||
- Definition
Represents the state research and development tax credits monetized under the tax incentive and credit programs. No definition available.
|
X | ||||||||||
- Definition
Represents the amount of tax incentives awarded under the tax incentive and credit programs. No definition available.
|
X | ||||||||||
- Definition
Number of additional shares authorized for issuance under an established share-based compensation plan. No definition available.
|
X | ||||||||||
- Details
|